North Eastern Carrying Corporation Ltd Directors Report

Dear Members,

The Board of Directors has immense pleasure in presenting the 40th (Fortieth) Annual Report of North Eastern Carrying Corporation Limited (the "Company") also known by initialism eNECCf together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

In compliance with the applicable provisions of the Companies Act, 2013, (‘the Act), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review.

1. FINANCIAL HIGHLIGHTS

Key highlights of performance of the Company for the financial year 2024-25 are summarized as under with comparative position of previous years performance:

Particulars	2024-2025	2023-2024
Revenue from operations	32,872.47	33,511.52
Other income	71.07	161.12
Total Revenue	32,943.54	33,672.64
Total expenses	31,639.89	32,655.81
Profit before tax	1303.65	1016.83
Tax liability	278.40	214.62
Profit after tax	1025.25	802.21
Total comprehensive income	1014.75	791.02
Earnings per share (EPS)	1.03	0.84

FINANCIAL PERFORMANCE

The total revenue booked by the Company during the FY 2024-25 marginally decreased by 2.17% from 336.72 Crores to Rs. 329.43 Crores, the management of the company continually put their best efforts to increase its revenue from operations with its core business.

The management of the Company has put its best efforts to be a cost effective Company and has been able to reduce its administrative, finance and operating cost during the FY 2024-25. The total expenses collectively decreased by 3.11% and recorded at Rs. 316.39 Crores during the FY 2024 -25.

The total comprehensive income at Rs. 10.14 Crores higher by 28.28% and earing per share (EPS) has increased to 1.03 per share, during the FY 2024-25.

STATE OF THE COMPANYfS AFFAIRS AND BUSINESS OPERATION

The company has provided logistics and transportation services through Commercial Vehicles as well as Electric Commercial Vehicles (EV). The company offer extraordinary solutions as unique to its clients needs and specializes in offering PTL/FTL/ODC/ BULK in PAN India especially in the region of North and North East of India. The company has major presence in the neighbor country of India like Nepal, Bhutan, Tibet and Boarder area of Bangladesh along with warehousing services and custom clearance.

The Company has also provide logistics and transportation services to Tata Steel Limited, Gail (India) Limited, Rungta Sons Pvt. Ltd, TVS Supply Chain, Mankind Pharma Limited, Hindalco Industries Limited, Uno Minda Limited, L G Balakrishnan & Bros. Limited etc. and continually exploring more opportunities to enhance more clients.

In process of exploring new opportunities during the year under review, the Company has awarded a work contract from Tata Steel Limited (TSL) for transportation of steel goods through EV (Electronic Heavy Commercial Vehicle) for the period of five years.

2. CHANGE IN THE NATURE OF BUSINESS

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

3. DIVIDEND

For the purpose of expansion of business and future planes, the Board of Director has decided to invest the profits into the operations of the Company. Hence, no dividend is recommended for the financial year ended March 31, 2025.

Pursuant to the Regulation 43A of the SEBI (Listing Obligation Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations), the Dividend Distribution Policy has been not applicable on the Company.

4. TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to General Reserve during the financial year 2024-25.

5. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company has no Subsidiary, Joint Ventures and Associate Companies, during the period under review. However, as on date, The Company has acquired 10.81% stake in SG Green Logistics Private Limited, pursuant to Memorandum of Understanding (MOU) executed on December 04, 2023.

6. SHARE CAPITAL AUTHORISED CAPITAL

There has been no change in the Authorised Capital of the Company during the Financial Year 2024-25, the Authorized Share Capital of the Company is Rs. 100 Crores divided into 10,00,00,000 equity shares of Rs. 10/- each.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During the Financial Year 2024-25, the change in Issued, Subscribed and Paid up Capital of the Company are as follow;

Particulars	No. of Shares	Face Value Per Equity Shares
Issued, Subscribed and Paid-up Equity Share Capital as on April 01, 2024	9,52,31,154	Rs. 10/-
Equity shares issued and allotted pursuant to preferential allotment to others	6,70,000	Rs. 10/-
Equity shares issued and allotted pursuant to preferential allotment to promoters	39,55,062	Rs. 10/-
Equity shares converted from partly paid up to fully paid up	1,43,784	Rs. 5/-
Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2025	10,00,00,000	Rs. 10/-

These shares rank pari passu with the existing Equity Shares of the Company, in all respects. The Company has not issued any Equity Shares with differential rights, sweat equity shares or bonus shares during the year under review.

7. ANNUAL RETURN

Pursuant to Section 134(3) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2025 is available on the Companys website at www.neccgroup.com.

8. BOARD OF DIRECTORS

Your Company has an appropriate mix of directors on its Board. As on March 31, 2025, the Board consist of 6 (Six) Directors comprising of 2 (Two) Executive Directors, 1 (One) Non-Executive Non-Independent Director and 3 (Three) Non-Executive Independent Directors including 1 (One) Woman Independent Director in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. Your Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various areas, the complete list of which has been provided in the Corporate Governance Report forming part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment/Reappointment/Cessation/Resignation of Directors:

There has been no change in the composition of Board of Directors, during the Financial Year 2024-25. The Directors, as on March 31, 2025, are as under;

S. No. Name	Designation
1. Mr. Sunil Kumar Jain	Chairman & Managing Director
2. Mr. Utkarsh Jain	Whole-Time Director
3. Mr. Pratyaksh Jain	Non-Executive, Non Independent Director
4. Mr. Ashutosh Kumar Dubey	Non-Executive, Independent Director
5. Mr. Saurav Upadhyay	Non-Executive, Independent Director
6. Mrs. Priya Singh	Non-Executive , Independent Director

B. Retirement by rotation and subsequent reappointment

As per the provisions of Section 152 of the Act, Mr. Sunil Kumar Jain is retiring by rotation and being eligible, offer himself for re-appointment. A resolution seeking approval of the members for reappointment and his brief resume along with other details as stipulated under the SEBI Listing Regulations, form part of the Notice of the Annual General Meeting (AGM).

C. Key Managerial Personnel (gKMPh)

As on March 31, 2025, the following are the Key Managerial Personnel ("KMPs") of the Company as per Section 2(51) and Section 203 of the Act. ;

S. No. Name	Designation
1. Mr. Sunil Kumar Jain	Chairman & Managing Director
2. Mr. Utkarsh Jain	Whole-Time Director
3. Mr. Chandan Singh	Chief Financial Officer
4. Mr. Rakesh	Company Secretary & Compliance Officer

During the year under review, Mr. Shyam Lal Yadav, ceased form the office of Chief Financial Officer and Mrs. Mamta Bisht, ceased from the office of Company Secretary & Compliance Officer of the Company w.e.f. September 30, 2024 and October 30, 2024 respectively and in place of them Mr. Chandan Singh appointed as Chief Financial officer and Mr. Rakesh appointed as Company Secretary & Compliance Officer of the Company w.e.f. October 30, 2024 and December 03, 2024, respectively.

INDEPENDENT DIRECTORSf DECLARATION

The Company has received necessary declarations from each Independent Director that they meet criteria of independence as laid down under the provisions of Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations and necessary disclosures regarding Committee positions in other public companies have been made by the Directors.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and had no pecuniary relationship or transactions with the Company, apart from receiving sitting fees. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The Board acknowledges the contribution made by the Independent Directors of the Company, with their integrity, expertise and diverse experience, in the growth and development of the Company. In the opinion of the Board, all the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute and they fulfill the conditions specified in the Act as well as the Rules made thereunder and SEBI Listing Regulations.

None of the Independent Directors of the Company is debarred from holding the office of Director by virtue of any SEBI order or any other authority.

FAMILIARISATION PROGRAMME FOR DIRECTORS

Disclosure pertaining to familiarisation programmes for Directors is provided in the Corporate Governance Report forming part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR APPOINTMENT OF DIRECTORS

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration Policy, as approved by the Board of Directors, is available on the website of the Company and can be accessed through the web link: https://www.neccgroup.com/POLICES-&-CODE/37 .The salient features of the policy are mentioned in the Corporate Governance Report, which forms part of this Report.

9. DIRECTORSf RESPONSIBILTY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during FY 2024-25.

Pursuant to Sub-section 5 of Section 134 of the Act, the Board of Directors, to the best of their knowledge and ability, stated that;

i. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. 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 March 31, 2025 and of the profit of the Company for that period;

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

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

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

vi. the Directors have devised a proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

10. BOARD AND COMMITTEES OF BOARD

BOARD

During the Financial Year 2024-25 The Board meets 12 (Twelve) time to consider and approve various matters. The maximum gap between two Board Meetings was less than 120 days. The detail of meetings and attendance of the Board of Directors are provided in the Corporate Governance Report forming part of this Annual Report.

BOARDfS COMMITTEES

The Board has established Committees as a matter of good corporate governance practices and as per the provisions of the Companies Act 2013, the SEBI Listing Regulations and as per the requirement of the business of the Company. The Board has following Board level committees;

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Right Issue Committee

The details with respect to the composition, terms of reference, number of meetings held, and business transacted by the aforesaid Committees, are given in the Corporate Governance Report forming part of this Report.

Board and Committee meetings are scheduled in advance, enabling them to plan their schedules effectively and participate meaningfully in discussions. Only in case of special and urgent business matters, if the need arises, by calling the Board / Committee meetings at a shorter notice, in accordance with the applicable law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

11. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, forming part of the Boards Report, as stipulated under Regulation 34 (2)(e) read with Schedule V to the SEBI Listing Regulations, is attached and forms integral part of this report.

12. CORPORATE GOVERNANCE

The Company, believe that good and effective Corporate Governance is critical to achieve corporate vision and mission of the organization; it is more of an organizational culture than a mere adherence to rules and regulations. The Company has established and maintained a strong ethical environment, overseen by Board of Directors, where 50% Directors are

Independent including one woman director. The Companys practices and policies reflect the true spirit of Corporate

Governance initiatives.

The Company is in compliance of all mandatory requirements of Corporate Governance as stipulated as per Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). In terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a Report on Corporate Governance along with Compliance Certificate confirming compliance of conditions of Corporate Governance during FY 2024-25 issued by the Practicing Company Secretaries, Mr. Ashish Kumar Friend (M/s A. K. Friends & Co.) is attached and forms integral part of this Report (herein referred to "Corporate Governance Report").

13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has place internal financial controls which are adequate and operating effectively. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has appointed M/s Sanghi & Company, Chartered Accountant as Internal Auditor of the Company that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. The remediation of deficiencies as identified by the Internal Auditor has resulted in a robust framework for internal controls. M/s Nemani Garg Agarwal & Co, Chartered Accountants, the Statutory Auditors of the Company, has audited the financial statements included in the Annual Report and has issued an attestation report on Companys internal control over financial reporting.

14. CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has constitute the Corporate Social Responsibility Committee, undertakes CSR activities, projects & programs and prepared Corporate Social Responsibility Policy.

The Companys "Corporate Social Responsibility Policy" is available on the website of the Company at website link https://neccgroup.com:5000/pdf/CSR-Policy.pdf.

During the Financial Year 2024-25, The Company has undertaken CSR Activities towards promoting education of childrens and also provide support and guidance in promoting education in this regard Company contribute with NGO viz. R K Rungta Charitable Trust, who are excelling in promoting education and developing infrastructure for education in rural and urban areas.

The Annual Report on CSR activities in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - I to the this Report.

15. AUDITORS

STATUTORY AUDITOR

Members in their 36th AGM had appointed M/s. Nemani Garg Agarwal & Co., Chartered Accountants, (Firm Registration No. 010192N) as Statutory Auditors of the Company to hold office for a period of upto 5 (Five) years i.e. till the conclusion of the 41st AGM of the Company to be held in the financial Year 2026. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

M/s Nemani Garg Agarwal & Co., Statutory Auditors has not reported any instances of frauds in their Report under Section 143(12) of the Act, on the Financial Statements of the Company for the Financial Year ended March 31, 2025 The Auditors Report for the financial year ended March 31, 2025 contains the following qualifications as made by the statutory auditors:

1. The Company has not provided provision for doubtful debts.

2. The Company has not recognized right to use assets of leased property.

3. The Debit & credit balances are subject to confirmation.

Pursuant to the regulation 33(3) and 34 of the SEBI listing regulations a statement on Impact of Audit Qualifications is annexed as Annexure - II and the response of the Management/Directors in respect thereof is given below:

1. The Company has not provided provision for doubtful debts since the debtors are fully realizable.

2. The Company has not recognized right to use assets of leased property since the lease are not long term lease.

3. Company is in process of getting confirmation from parties.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s A.K. Friends & Co., (Prop. Mr. Ashish Kumar Friends) Practicing Company Secretaries (COP No.4056), New Delhi to undertake the Secretarial Audit of the Company for the year ended March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed to this report as Annexure - III. The Secretarial Audit Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

Further, Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved the appointment and remuneration of M/s A. K. Friends & Co. (Mr. Ashish Kumar Friends) Company Secretary in practicing (FCS No. 5219, Certificate of Practice No. 4056), as the Secretarial Auditor of the Company for a term of five (5) consecutive years, effective from April 1, 2025 till March 31, 2030. The Board has recommended his appointment for approval of the Members at the ensuing Annual General Meeting (AGM). A brief profile and other relevant details of Mr. Ashish Kumar Friends are provided in the Notice convening the ensuing Annual General Meeting (AGM). Mr. Ashish Kumar Friends has consented to act as the Secretarial Auditor of the Company and confirmed that his appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI Listing Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

INTERNAL AUDITOR

Pursuant to Section 138 of the Act & rules made thereunder, M/s Sanghi & Company., Chartered Accountant (Firm Registration No. 012619N), acts as Internal Auditor of the Company for the FY 2024-25. M/s Sanghi & Company has reported their Internal Auditor Report for the FY 2024-25 to the Chairman of the Audit Committee.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

As the Company is engaged in the business of transportations and logistic services, included in the term ‘Infrastructural projects/ facilities under Schedule VI to the Act, the provisions of Section 186 of the Act related to loans made, guarantees given or securities provided are not applicable to the Company. However, for good corporate governance practice the details of the same are provided in the Financial Statements.

17. RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions (RPTs), as approved by the Audit Committee and the Board of Directors, is placed on the Companys website at the link: https://www.neccgroup.com/POLICES-&-CODE/37.

All contracts / arrangements /transactions entered by the Company with the related parties were in the ordinary course of business and on arms length basis were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

The Particulars of contract or arrangement entered into by the Company with related parties as per the provisions of Section 188 of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 and Regulation 23 of the Listing Regulations are disclosed in Form AOC - 2, annexed to this report as Annexure - IV.

Further, during the year, the Company had not entered into any contract(s)/ arrangement(s) / transaction(s) with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

18. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

There are no significant particulars relating to Conservation of Energy, technology absorption under Rule 8(3) of Companies (Accounts) Rules, 2014 since your Company is not engaged in any manufacturing activity. No agreement has been entered into for Technology absorption. However, the Company has made intensive use of technology in its operation during the year under review.

19. PARTICULARS REGARDING EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has not incurred any expenditure on Research & Development during the financial year 2024-25. Further, the Company has no earning or outgo in Foreign exchange as per Rule 8(3) of Companies (Accounts) Rules, 2014.

20. RISK MANAGEMENT

Risk Management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks.

The Company has a Risk Management Policy which outlines the manner in which the Company identifies, assesses, monitors and manages risk. As the Company belongs to transportation and logistics Industry and in the opinion of the Board, to mitigate and recover the risk involves in Material Handling, Motor Vehicle Accidents, Slips, Trips and Falls, Competition, Cyber Risk and Financial Risk, the Company has adopted Risk Management Strategy which comprising of Risk identification, Risk analysis, Risk evaluation, Risk treatment, Risk monitoring and review.

The Policy and Strategy is duly implemented and monitored in the Company. The Company has identified various risks and has taken various steps to mitigate them.

The "Risk Management Policy" is available on the website of the Company at website link https://neccgroup.com:5000/pdf/Risk-managment-Policy.pdf

21. PERFORMANCE EVALUATION

During the year, the Board has carried out an annual evaluation of its own performance, performance of the directors, as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time schedule for the performance in accordance with the Act, SEBI Listing Regulations and governance guidelines criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. The Chairman of the Committee also had interactions with each of the Directors and sought their feedback and suggestions on the overall Board Effectiveness and Directors performance.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as guidance/ support to management outside Board/ Committee meetings, degree off fulfillment of key responsibilities, effectiveness of meetings etc. The performance of Individual Directors were reviewed by the Board and the NRC, with criteria such as preparedness, constructive contributions, and input in meetings. Non- Independent Directors, the Board as a whole, and the Chairman of the Company were evaluated at a separate meeting of Independent Directors. The evaluation results were discussed at the Board Meeting.

22. HUMAN RESOURCE MANAGEMENT

Employees are the backbone of the Company and it is regarded as one of the important resources for the success of the

Company. Over the years, the Company has strengthened its Human Resources processes to ensure continual development and growth of its employees.

The previous years of pandemic taught the Company successfully dealing with supply chain crisis, circumventing inflation, managing hybrid work environment, and maintaining continuous business growth amid these disturbances. The Financial Year 2024-25 was the year of transition of Human Resources (HR) function, from being a mere support function to a strategic business partner, as the department redefined the work and the workforce to become an integral part of the business.

Your Company has more than 230 branches across PAN India, Nepal and operational set ups into border areas of Bhutan and Bangladesh and the total Manpower of the Company as on March 31, 2025 are 552 employees including 12 female employees. In order to increase the professional culture and achieve originations goals the Company has introduced 116 new manpower in the Company during the financial year under review. However, 145 peoples have ceased the organization due to retirement, resignation and personal reasons.

TRAINING AND HUMAN RESOURCE DEVELOPMENT

As a measure of capacity building including up-gradation of employees skill and to ensure high delivery of performance, training and HRD continued to receive priority during the financial year.

Training and Human Resource policy of the Company aims and sharpening business skills and competence required for better employee performance and provides all possible opportunities and support to the employees to improve their performance and productivity. Training was also provided to promote better understanding of professional requirements as well as to aware employees towards socio-economic environment in which business of the Company is carried out.

REPRESENTATION OF WOMEN EMPLOYEES

As on March 31, 2025, the Company has 12 women employees, which represent 2.17% of the total work force. There is no discrimination of employees on the basis of gender. An internal compliant committee has been constituted to look after the welfare and provide protection against sexual harassment of women at workplace.

AWARDS AND RECOGNITION TO EMPLOYEES

In order to build the right organizational culture, the Company distributes various awards and recognition in terms of their performance, capabilities, communication skills, coordination etc. on yearly basis. Though the Company is an equal opportunity employer, special focus is given to employees for enhance their diversity and knowledge.

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

In line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, every employer of a workplace shall constitute an "Internal Compliant Committee" for redressal of compliant(s) against sexual harassment of women employees. The Company has about 12 women employees in various cadres including permanent, contractual, temporary and trainees. The Internal Compliant Committee aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

There was no complaint received during the financial year 2024-25 and hence no complaint is outstanding as on March 31, 2025 for redressed.

24. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to 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 (‘Rules) are annexed herewith as Annexure - V to this Report.

Since none of the employees of the Company is drawing a remuneration of more than Rs. 102 Lakhs per annum, if employed throughout the Financial Year and Rs. 8.5 Lakhs per month, if employed for part of the Financial Year, the provisions of Section 197(12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating thereto are not applicable. However, the list of top ten employees of the Company (based on remuneration drawn during Financial Year 2024-25) is annexed herewith as Annexure - VI to this Report.

25. MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records for the products/services of the Company under Companies (Cost Records and Audit) Rules, 2014, read with Companies (Cost Records and Audit) Amendment Rules, 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013. Accordingly, Cost Accounts and Records are not required to be maintained by the Company

26. POLICIES

The Company seeks to promote and follow the highest level of ethical standards in all business transactions guided by Companys value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the corporate governance policies are available on the Companys website i.e. www.neccgroup.com

27. WHISTLE BLOWER MECHANISM

Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for Directors and employees to report to the management, instances of unethical, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Ethics and Whistle Blower Policy provides for direct access to the Chairperson of the Audit Committee. The policy is available on the Companys website and can be accessed at: https://neccgroup.com:5000/pdf/Vigil-Mecchanism-Policy.pdf

28. THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there is no application made/proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

29. VALUATION AT THE TIME OF ONE TIME SETTLEMENT

During the year under review, the Company has not entered in any one time settlement with any of the Banks/Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.

30. STATUTORY DISCLOSURES

1. The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 during the financial year 2024-25.

2. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

3. The Company maintains an adequate system of Internal Controls including suitable monitoring procedures, which ensure accurate and timely financial reporting of various transactions, efficiency of operations and compliance with statutory laws, regulations and Company policies. For more details, please refer to the "Management Discussion and Analysis" annexed to this report.

4. The Company has not issued any stock options to the directors or any employee of the Company.

5. The Company is compliant with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India.

6. The Business Responsibility and Sustainability Report (BRSR) are not applicable on the Company.

31. MATERIAL CHANGES AFFECTING THE COMPANY

RIGHT ISSUE OF THE COMPANY

Pursuant to the consent of the Board of Directors of the Company being accorded on July 05, 2022 for issuance of the equity shares of the Company by way of a rights issue to the eligible equity shareholders of the Company, the Board of Directors at its meeting held on Tuesday, May 16, 2023 has approved the terms and conditions for Rights Issue of up to 4,51,77,602 partly paid-up Equity Shares with face value of Rs. 10.00/- each (‘Rights Shares) for cash at a price of Rs.

18.00/- (‘Issue Price) per Right Shares including a premium of Rs.8.00/- per Rights Shares aggregating up to Rs. 8,131.97 Lakhs payable on Application Rs. 9.00/- and balance Rs. 9.00/- payable on First and Final call in the ratio of 9 (Nine) Equity Shares for every 10 (Ten) fully paid-up Equity Shares held by the Eligible Equity Shareholders of the Company.

The Board of Directors at its meeting held on Wednesday, May 24, 2023 has fixed Friday, June 02, 2023 as the record date for the purpose of determining the equity shareholders entitled to receive the rights entitlement in the Rights Issue. The Offer period for the eligible securities commenced on Wednesday, June 14, 2023 and end on Tuesday, July 11, 2023. [both days inclusive].

On Monday, July 17, 2023, the Rights Issue Committee of the Company approved the allotment of 4,51,77,602 partly paid-up equity shares to the successful Shareholders.

The Synopsis of the Right Issue are as follows:

i Instrument	: Partly-paid up equity shares
ii Stock Exchanges	: BSE Ltd & National Stock Exchange of India Limited
ii Total no. of Rights Equity shares proposed to be issued	: 4,51,77,602 partly paid-up equity shares of face value of 10.00/- each for cash at a price of 18.00/- per rights equity share amount aggregating to 8131.97 Lakhs
iii Issue Price	: 18.00/- per partly paid-up Equity Share On Application 9.00 per Equity Share
iv Record Date	: Friday, June 02, 2023 for the purpose of determining the equity shareholders entitled to receive the rights entitlement in the rights issue ["Eligible Equity Shareholders"].
v Rights entitlement ratio	: Ratio of 9 Rights Equity Shares for Every 10 Fully Paid-Up Equity Share held by the Eligible Equity Shareholders on the Record Date i.e. Friday, June 02, 2023.
vi Issue period	:
(a) Issue opening date	Wednesday, June 14, 2023
(b) Issue closing date	Tuesday, July 11, 2023 [both days inclusive]
vii Lead Manager to the Issue	: Capital Square Advisors Private Limited
viii Registrar to the Issue	: Purva Sharegistry (India) Private Limited
ix Banker to the Issue	: Kotak Mahindra Bank Limited
x Gross subscription %	: 108.08%
xi Date of Allotment	: July 17, 2023
xii Listing Approval from Stock Exchanges	: July 19, 2023
xiii Trading Approval from Stock Exchanges	: July 21, 2023

#The Rights Issue Committee of the Company at its meetings extends the date of closure of Rights Issue from Tuesday, June 27, 2023 to Tuesday, July 11, 2023 in order to provide an extended window to the Eligible Equity Shareholders of the Company to subscribe to the Rights Shares. The Company has successfully closed the right issue by July 2023 which was oversubscribed by the shareholders.

Thereafter, the Board of Directors of the Company, at its meeting held on October 03, 2023, decided to make the First and final call of 9.00/- per partly paid-up equity share (comprising 5.00/- towards face value and 4.00/- towards premium)

i Instrument	: Partly-paid up equity shares
ii Total no. of Rights Equity shares issued	: 4,41,65,375 partly paid-up equity shares of face value of 5.00/- each
iii Record Date	: Monday, October 09, 2023
iv Issue period (a) Issue opening date	: Wednesday, October 18, 2023
(b) Issue closing date	Wednesday, November 01, 2023 [both days inclusive]
v Date of Allotment	: November 03, 2023
vi Listing Approval from Stock Exchanges	: November 07, 2023
vii Trading Approval from Stock Exchanges	: November 09, 2023

#NSDL has rejected approval on 1,29,508 shares as they were already pledged, which has later released & accordingly trading Approval on 1,29,508 shares has been received vide BSE & NSE letter dated 30.11.2023.

Thereafter, the Right Issue Committee, duly authorized by the Board of Directors of the Company, at its meeting held on November 21, 2023, decided to make the 1st Reminder of First and Final call of 9.00/- per partly paid-up equity share (comprising 5.00/- towards face value and 4.00/- towards premium)

i Instrument	: Partly-paid up equity shares
ii Total no. of Rights Equity shares issued	: 6,76,282partly paid-up equity shares of face value of 5.00/- each
iii Issue period	:
(a) Issue opening date	Monday, November 27, 2023
(b) Issue closing date	Monday, December 11, 2023
	[both days inclusive]
iv Date of Allotment	: December 14, 2023
v Listing Approval from Stock	: NSE December 15, 2023&
Exchanges	BSE December 18, 2023
vi Trading Approval from Stock Exchanges	: December 26, 2023

#CDSL has rejected approval on 36 shares due to technical issue & accordingly trading Approval on 36 shares has been received vide BSE & NSE letter dated 29.12.2023

Thereafter, the Right Issue Committee, duly authorized by the Board of Directors of the Company, at its meeting held on January 03, 2024, decided to make the 2nd Reminder of First and Final Call of 9.00/- per partly paid-up equity share (comprising 5.00/- towards face value and 4.00/- towards premium)

i Instrument	: Partly-paid up equity shares
ii Total no. of Rights Equity shares issued	: 1,79,135 partly paid-up equity shares of face value of 5.00/- each
iii Issue period	:
(a) Issue opening date	Monday, January 08, 2024
(b) Issue closing date	Monday, January 08, 2024
	[both days inclusive]
iv Date of Allotment	: January 31 , 2024
v Listing Approval from Stock	: NSE January 31 , 2024 &
Exchanges	BSE February 06, 2024
vi Trading Approval from Stock Exchanges	: February 19, 2024

Thereafter, the Right Issue Committee, duly authorized by the Board of Directors of the Company, at its meeting held on May 21, 2024, decided to make the 3rd Reminder of First and Final call of 9.00/- per partly paid-up equity share

(comprising 5.00/- towards face value and 4.00/- towards premium)

i Instrument	: Partly-paid up equity shares
ii Total no. of Rights Equity shares issued	: 53,635 partly paid-up equity shares of face value of 5.00/- each
iii Issue period	:
(a) Issue opening date	Friday, May 24, 2024
(b) Issue closing date	Friday, June 07, 2024
	[both days inclusive]
iv Date of Allotment	: August 05 , 2024
v Listing Approval from Stock Exchanges	: NSE - August 09, 2024 & BSE - September 09, 2024
vi Trading Approval from Stock Exchanges	: December 06, 2024

Thereafter, the Right Issue Committee, duly authorized by the Board of Directors of the Company, at its meeting held on January 31, 2025, decided to make the 4th Reminder of First and Final call of 9.00/- per partly paid-up equity share (comprising 5.00/- towards face value and 4.00/- towards premium) has finally converted 90,149 partly paid up shares into fully paid up shares.

i Instrument	: Partly-paid up equity shares
ii Total no. of Rights Equity shares issued	: 90,149 partly paid-up equity shares of face value of 5.00/- each
iii Issue period	:
(a) Issue opening date	Monday, February 03, 2025
(b) Issue closing date	Monday, February 17, 2025 [both days inclusive]
iv Date of Allotment	: February 24 , 2025
v Listing Approval from Stock	: NSE - February 27, 2025 &
Exchanges	BSE Awaiting for approval
vi Trading Approval from Stock Exchanges	: -

The Company has successfully closed the Right Issue (Application as well as First and Final Call). However, the trading of 90,149 fully paid up equity shares with Stock Exchanges are under process.

ALTERATION IN THE OBJECTS FOR UTILIZATION OF FUNDS RIGHT ISSUE

The Board of Directors of the Company had on Wednesday, December 06, 2023, approved the alteration in the objects for utilization of funds out of the net proceeds of the Rights Issue of Equity Shares of the Company and change in the Objects of Issue as stated in the Letter of Offer dated May 24, 2023 by passing Special Resolution through Postal Ballot on December 06, 2023. The new objects for Utilization of such net proceeds and fund utilized of proceeds from right issue are detailed below:

Sr. No. Original Objects of the Issue as per Letter of Offer / Modified Objects	Original Allocation	Modified Allocation	Fund utilized as on July 31, 2025	Fund to be utilized
1. Construction and Development of Warehouse To invest in the shares of SG	6,447.00	2,105.00	1,905.00	200.00
2. Logistic Management Private Limited	-	846.25	846.25	-
3. Repayment of Unsecured Loan obtained from the promoter, for the Advance payment made for acquisition of the Warehouse land	-	1,478.00	1,478.00	-
4. Repayment of Term Loans	-	1,570.00	1,570.00	-
5. General Corporate Purpose	1,585.24	2,032.99	2,032.99	-
Total	8,032.24	8,032.24	7,832.24	200.00

*Assuming full receipt of First and Final Call Money with respect to Rights Shares in the Issue

** General Corporate Purpose is within the threshold limit i.e., 25% of the Gross proceeds amounts to Rs. 2032.99 lakhs, out of which Rs. 1,585.24 lakhs has been utilized and the additional (remaining balance) of Rs.447.75 lakhs has been allocated and will be utilized as per the revised objects

PREFERENTIAL ISSUE OF THE COMPANY

Pursuant to the consent and approval of the Board of Directors of the Company in its Board meeting held on February 14, 2024 reviewed and discussed the fund requirement and accordingly passed of Special Resolution by the Shareholders in Extraordinary General Meeting held on March 08, 2024, to create, issue, offer and allot equity shares/ Share warrants on preferential basis up to maximum of 46,25,062 Equity Shares of the Company of the face value of Rs. 10/- each (Rupees Ten only) ("Equity Shares") at a price of Rs. 32.05/- (Rupees Thirty Two and Five paisa Only) which includes a premium of Rs. 22.05/- (Rupees Twenty two and Five paisa only) per Equity Share aggregating up to a maximum of Rs. 14,82,33,237.10 (Rupees Fourteen Crores Eighty Two Lakhs Thirty Three Thousand Two Hundred and Thirty Seven and Ten paisa only) to Promoters and other non-promoter group person for cash consideration by way of preferential issue on a private placement basis in accordance with Section 62 (1)(c) of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debenture) Rules, 2014 and Chapter V of the SEBI (ICDR) Regulations.

Name of the Proposed Allottee	Category of the Proposed Allottee	Maximum No. of Equity Shares proposed to be allotted	Maximum Consideration (In Rs.)
Mr. Sunil Kumar Jain (Preferential Allotment through Warrants)	Promoter	39,55,062	12,67,59,737
Mr. Hemant Kumar Aggarwal (Preferential Allotment through Equity shares)	Others	6,70,000	2,14,73,500
Total		46,25,062	14,82,33,237

The Company is undertaking an issue and allotment of certain Equity Shares/warrants, the proceeds of which will be primarily used to meet the needs of the growing business of the Company, including working capital requirements for pursuing growth plans, Repayment of Borrowings, and for General corporate purposes.

Thereafter, the consent and approval of the Board of Directors of the Company was accorded on April 04, 2024 to allot equity shares and Share warrants on preferential basis of 46,25,062 Equity Shares of the Company of the face value of Rs. 10/- each (Rupees Ten only) ("Equity Shares") at a price of Rs. 32.05/- (Rupees Thirty Two and Five paisa Only) which includes a premium of Rs. 22.05/- (Rupees Twenty two and Five paisa only) per Equity Share aggregating to Rs. 14,82,33,237.10 (Rupees Fourteen Crores Eighty Two Lakhs Thirty Three Thousand Two Hundred and Thirty Seven and Ten paisa only) to above mentioned Promoter and other non-promoter group person for cash consideration by way of preferential issue on a private placement basis:

i Instrument	Preferential Allotment
	Allotment of 6,70,000 Equity shares on preferential basis at a price of
ii Total no. of Equity shares issued	Rs. 32.05/- (Rupees Thirty Two and Five paisa Only) which includes a premium of Rs. 22.05/- (Rupees Twenty two and Five paisa only)
iii Date of Allotment	April 04, 2024
iv In- Principle Approval	BSE - March 21, 2024 and NSE - March 21, 2024
v Listing Approval from Stock Exchanges	BSE - May 15, 2024 and NSE - July 26, 2024
vi Trading Approval from Stock Exchanges	BSE September 30, 2024 and NSE September 30, 2024
i Instrument Total no. of Share warrants	Preferential Allotment Allotment of 39,55,062 Share warrants convertible into equity
ii convertible into equity shares issued	shares on preferential basis at a price of Rs. 32.05/- (Rupees Thirty Two and Five paisa Only) which includes a premium of Rs. 22.05/- (Rupees Twenty two and Five paisa only)
iii Date of Allotment (Share warrants convertible into equity shares)	April 04, 2024
iv In- Principle Approval	BSE - March 21, 2024 NSE - March 21, 2024
v Date of Conversion of Share warrants into Equity Shares	August 28, 2024
vi Listing Approval from Stock Exchanges	BSE - October 25, 2024 NSE - Awaiting for approval
vii Trading Approval from Stock Exchanges	-

The Company has successfully closed the Preferential Issues. However, the in-principal listing approvals of 39,55,062 Equity Shares are under process with NSE Ltd.

OBJECTS FOR UTILIZATION OF FUNDS PREFERENTIAL ISSUES

The Company issue and allotted Equity Shares/warrants on preferential issue and the proceeds of which will be primarily used to meet the needs of the growing business of the Company, including working capital requirements for pursuing growth plans, Repayment of Borrowings, and for General corporate purposes. The details for Utilization of such net proceeds and fund utilized of proceeds from preferential issues are detailed below: Rs. In Lakhs

Sr. No. Objects of the Issue as per Letter of Offer	Original Allocation	Fund Utilized as on March 31, 2025	Fund To Be Utilized
1. Working capital requirement	107.00	107.00	-
2. General Corporate Purposes	107.00	107.00	-
3. Repayment of Borrowings	1268.00	1268.00	-
Total	1482.00	1482.00	-

32. eTHINK GREEN, GO GREENf INITIATIVE

The Companies Act, 2013 and The SEBI Listing Regulations permits companies to send documents like Notice of Annual General Meeting, Annual Report and other documents through electronic means to its members at their registered email addresses. As a responsible Corporate Citizen, the Company has actively supported the implementation of ‘Green Initiative of the Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to shareholders, whose email IDs are registered.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The Company will also be conducting the AGM this year through Video Conferencing / Other Audio Visual Means. Members can refer to the detailed instructions for e-voting and electronic participation in the AGM, as provided in the Notice of the AGM.

Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the Registrar and Share Transfer Agent (R&TA) of the Company/Depository Participant (DP) of the respective member and take part in the Green Initiative of the Company.

33. ACKNOWLEDGEMENT

The Board of Directors place on record their sincere appreciation for the continued support and goodwill of the esteemed Shareholders, Bankers, Financial Institutions, Business partners and other Stakeholders. The Directors also thank to M/s Nemani Garg Agarwal & Co, Statutory Auditor and M/s A. K. Friends & Co., Secretarial Auditor and other professionals for their valued contribution. The Directors also sincerely appreciate and thank all the employees of the Company for their valuable contribution and dedicated efforts in steering the Company to excellent performance for yet another year in succession.

	On Behalf of the Board of Director of
	North Eastern Carrying Corporation Limited
	Sd/-
	Sunil Kumar Jain
Date : August 07, 2025	Chairman and Managing Director
Place : Delhi	DIN: 00010695