Tejas Cargo India Ltd Directors Report

Dear Members,

The Board of Directors of your Company takes pleasure in presenting the 4th (Fourth) Boards Report on the business and operations of Tejas Cargo India Limited (Formerly known as Tejas Cargo India Private Limited) (hereinafter referred to as the "Company") together with the Companys Audited Standalone & Consolidated Financial Statements and the Independent Auditors Report thereon for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2025 is summarized below:

(Amount in lakhs except EPS)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Income from Business Operations	50,115.30	41,932.61	50,129.30	41,932.61
Other Income	694.37	325.95	694.37	326.45
Total Income	50,809.67	42,258.56	50,823.67	42,259.06
Less: Operating Expenses	38,128.76	34,030.94	38,128.76	34,030.94
Less: Employee Benefit Expenses	1,420.39	705.87	1,431.29	705.87
Less: Other Expenses	893.91	618.71	894.91	619.10
Profit Before Finance Cost, Depreciation &	10,366.61	6,903.04	10,368.71	6,903.15
Taxes
Less: Finance Cost	1,693.89	1,073.49	1,693.89	1,073.49
Less: Depreciation and Amortization	6,100.74	4,090.22	6,100.74	4,090.22
Profit Before Tax	2,571.98	1,739.34	2,574.08	1,739.45
Less: Current Income Tax	840.70	463.08	841.23	463.11
Less: Deferred Tax	-180.75	-20.11	- 180.75	- 20.11
Income Tax for earlier years	-	-25.77	-	-25.77
Net Profit/(Loss) after Tax	1,912.03	1,311.14	1,913.60	1,322.22
Earnings per Share (Basic)	10.48	7.60	10.50	7.60
Earnings Per Share (Diluted)	10.48	7.60	10.50	7.60

2. STATE OF COMPANYS AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK a. Companys Affairs and Result of Operation:

During the year, the Company, originally incorporated as a private limited company on March 26, 2021. Further the company was converted into a public limited, pursuant to the conversion, the name of the Company was changed to Tejas Cargo India Limited, and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Central Processing Centre, on September 5, 2024. Furthermore, the Company successfully listed its equity shares on the Emerge Platform of the National Stock Exchange of India Limited (SME Exchange–NSE), enhancing liquidity and providing shareholders with increased visibility, transparency, and an opportunity to realize the value of their investments.

In respect to the Companys operation, we would like to state that we are a logistics Company based in Faridabad, Haryana, providing long haul supply chain transportation services by road under Full Truck Load ("FTL"), to a diverse range of companies who are, inter alia, engaged in the business of logistics, steel and cement, e-commerce, industrial & chemicals, FMCG and white goods sectors, across the India. We derive more than 98% of our revenue from the business of long haul supply chain transportation services. Our services include shipment planning, route optimisation, fleet selection, documentation, tracking, communication and coordination and performance evaluation.

During the year under review, your Companys total income is INR 50,809.67 Lakh {Previous year 42,258.56

Lakh}. The Company made a Net Profit of INR 1,912.03 Lakh {Previous year: 1,322.14 Lakh}.

b. Future Outlook

The management is looking for growth and diversification of the business of the Company. The management is hopeful that the Company will register even higher growth rate in future as the Company is working rapidly and looking forward for opportunities to grab more and more business and clients, the positive results of which will be seen in the coming years.

3. TRANSFER TO RESERVES

The surplus of Profit/loss for the period under review amounting to INR 1,912.03 Lakh has been transferred to reserve and surplus keeping in view the expansion plan of the Company.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition of Board of Directors:

The Composition of Board of Directors as on March 31, 2025 is as follows:

Name	DIN	Designation
1. Manish Bindal	07842313	Whole-time Director
2. Chander Bindal	03221817	Managing Director
3. Neha Jain	10764109	Independent Director
4. Puja Daga	09594635	Independent Director
5. Archana Jain	09171307	Independent Director

b. Key Managerial Personnel:

The following persons are the key managerial personnel of the Company as on March 31, 2025:

Name	PAN	Designation
1. Manish Bindal	ANDPB0929K	Chief Executive Officer
2. Yogesh Jain	AXHPJ6085G	Chief Financial Officer
3. Neelam	BDUPN3243A	Company Secretary

c. Change in Director and KMP:

During the financial year, following changes have been occurred:

Name	DIN/PAN	Designation	Appointment/ Cessation/Change in Designation	Date of Appointment/ Cessation/ Change in Designation
1. Yogesh Jain	AXHPJ6085G	Chief Financial Officer	Appointment	October 9, 2024
2. Neelam	BDUPN3243A	Company Secretary	Appointment	October 9, 2024
3. Manish Bindal	ANDPB0929K	Chief Executive Officer	Appointment	October 9, 2024
4. Archana Jain	09171307	Independent Director	Appointment	June 15, 2024
5. Chander Bindal	03221817	Managing Director	Change in Designation	October 21, 2024
6. Neha Jain	10764109	Independent Director	Appointment	September 23, 2024
7. Puja Daga	09594635	Independent Director	Appointment	September 23, 2024
8. Manish Bindal	07842313	Whole-time Director	Change in Designation	October 21, 2024
9. Neelam	BDUPN3243A	Company Secretary	Resignation	March 31, 2025

d. Subsequent to year end, the following changes took place in the composition of the Board of Directors and key managerial personnel:

i. Ms. Archana Jain, Independent Director, resigned from the Board with effect from June 11, 2025. ii. Mr. Sourabh Nawal appointed as an additional director on the Board with effect from June 11, 2025. iii. Ms. Raveena Gupta appointed as Company Secretary of the Company with effect from June 30, 2025.

e. Retirement by Rotation of the Directors

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Chander Bindal, Director (DIN: 03221817) of the Company, retires by rotation and offers himself for re- appointment.

f. Independent Directors

As on the date of this report, there are 2 (two) independent directors on Board of the Company and the Board is of the opinion that all the independent directors are persons of integrity and hold the necessary expertise, skill, competence, experience and proficiency required with respect to the business of the Company.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Appointments of all independent directors of the Company have been approved by the shareholders.

A brief profile of each independent director on Board of the Company, along with the terms and conditions of their appointment are available on the website of the Company at the web links https://www.tcipl.in/investor-relations.php .

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

6. MAJOR EVENTS OCCURRED DURING THE YEAR:

• Listing of Company on SME Platform: The Initial Public Offering of the Company was opened for subscription on Friday, February 14, 2025 and closed on Tuesday, February 18, 2025 for issue of 63,00,000 Equity shares of face value of INR 10 each, at a price of INR 168 per share. The issue was fully subscribed and has obtained listing approval from National Stock Exchange on February 21, 2025. The Company officially got listed on the NSE Emerge Platform (NSE Segment of NSE Limited) on Monday, February 24, 2025.

• Alteration in Memorandum of Association and Articles of Association: Pursuant to the conversion of the Company from Private Company to Public Company, the Company amended its Memorandum of Association and Articles of Association of the Company with the approval of the members of the Company.

• Conversion from Private Company to Public Company: Our Company was originally incorporated on March 26, 2021 as "Tejas Cargo India Private Limited, under the provisions of the Companies Act, 2013 with the Registrar of Companies, NCT of Delhi & Haryana.

Subsequently, the Company was converted into

Public Limited Company and name of Company was changed from Tejas Cargo India Private Limited to Tejas Cargo India Limited vide fresh certificate of incorporation dated September 05,

2024 issued by the Registrar of Companies, NCT of Delhi & Haryana.

• Adjudication Order: The Company had filed a suo-moto application under Section 454 of the Companies Act, 2013 for adjudication of offences related to non-compliance under Section 56(4) (a) and Section 10A(1) of the Companies Act, 2013 before the Registrar of Companies, NCT of Delhi & Haryana. The Adjudication Order was subsequently passed on January 15, 2025.

7. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE / ASSOCIATE COMPANY AND DETAILS

OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

As on March 31, 2025, the Company has one subsidiary, Tejas Carriers Solutions Private Limited, incorporated on October 12, 2023, in which the Company holds 99,999 (Ninety-Nine Thousand Nine Hundred Ninety-Nine) equity shares, representing 99.99% of the total shareholding. There has been no material change in the nature of the business of the said subsidiary during the year. The Company does not have any associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

Subsequent to the close of the financial year, the Company made an additional investment by acquiring 1 (One) equity share of INR10/-each in Tejas Carriers

Solutions Private Limited, thereby increasing its shareholding to 100% and making it a Wholly Owned Subsidiary.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys subsidiaries for the financial year ended on March 31, 2025 in Form AOC-1 forms part of this Annual Report as Annexure- A.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the Companys website at https://www.tcipl.in/investor-relations.php.

8. DIVIDEND

The Board of Directors of the Company decide not to recommend any dividend in view of requirement of funds in future and expansion plan of the Company.

The Dividend policy of the Company is available on the website of the Company at the web link https://www.tcipl.in/ investor-relations.php

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

10. MEETINGS OF THE BOARD OF DIRECTORS

The Company had 27 Board meetings during the financial year under review. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

The number and date of the meetings held during the year 2024-25 are as follows:

Date of Meeting	Total Number of directors as on the date of meeting	Attendance
		Number of directors Attended	% of attendance
01/04/2024	2	2	100
24/04/2024	2	2	100
25/04/2024	2	2	100
08/05/2024	2	2	100
09/05/2024	2	2	100
28/05/2024	2	2	100
31/05/2024	2	2	100
05/06/2024	2	2	100
13/06/2024	3	2	66.66
18/06/2024	3	2	66.66
21/06/2024	3	2	66.66
28/06/2024	3	2	66.66
23/08/2024	3	2	66.66
07/09/2024	3	2	66.66
21/09/2024	3	2	66.66
09/10/2024	5	2	40
15/10/2024	5	5	100
21/10/2024	5	4	80
26/10/2024	5	4	80
06/11/2024	5	3	60
17/12/2024	5	3	60
18/01/2025	5	4	80
23/01/2025	5	4	80
08/02/2025	5	4	80
10/02/2025	5	4	80
20/02/2025	5	4	80
03/03/2025	5	4	80

11. COMMITTEES OF BOARD

The Board of Directors in line with the requirement of the act has formed various committees, the detailed terms of reference of the Committee are available on the website of the Company at https://www.tcipl.in/investor-relations. php.

A. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations, the Audit Committee of the Board as on March 31, 2025, comprises of –

Name of the Directors	Nature of Directorship	Designation in Committee
Archana Jain	Non-Executive Independent Director	Chairperson
Neha Jain	Non-Executive Independent Director	Member
Puja Daga	Non-Executive Independent Director	Member

The number and date of the meetings held during the year 2024-25 are as follows:

Date of Meeting	Total Number of directors as on the date of meeting	Attendance
		Number of directors Attended	% of attendance
26/10/2024	3	3	100
17/12/2024	3	3	100
18/01/2025	3	3	100
20/02/2025	3	3	100

B. NOMINATION ANDREMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, the Nomination and Remuneration Committee of the Board as at March 31, 2025. It comprises of –

Name of the Directors	Nature of Directorship	Designation in Committee
Neha Jain	Non-Executive Independent Director	Chairperson
Archana Jain	Non-Executive Independent Director	Member
Puja Daga	Non-Executive Independent Director	Member

The number and date of the meetings held during the year 2024-25 are as follows:

Date of Meeting	Total Number of directors as on the date of meeting	Attendance
		Number of directors Attended	% of attendance
21/10/2024	3	3	100

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee had duly formed mainly to focus on the redressal of Shareholders/

Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the

Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the

Company. The terms of reference of the Committee are available on the website of the Company at https://www. tcipl.in/investor-relations.php and it comprises of –

Name of the Directors	Nature of Directorship	Designation in Committee
Neha Jain	Non-Executive Independent Director	Chairperson
Chander Bindal	Director	Member
Manish Bindal	Director	Member

The number and date of the meetings held during the year 2024-25 are as follows:

Date of Meeting	Total Number of directors as on the date of meeting	Attendance
		Number of directors Attended	% of attendance
28/03/2025	3	3	100

D. FINANCE AND MANAGEMENT COMMITTEE:

The Board had also created a sub-committee to delegate the functions related to finance and management to the following directors:

Name of the Directors	Nature of Directorship	Designation in Committee
Chander Bindal	Director	Chairperson
Manish Bindal	Director	Member

The number and date of the meetings held during the year 2024-25 are as follows:

Date of Meeting	Total Number of directors as on the date of meeting	Attendance
		Number of directors Attended	% of attendance
19/11/2023	2	2	100
10/12/2024	2	2	100
30/12/2024	2	2	100
10/01/2025	2	2	100
25/02/2025	2	2	100

E. INITIAL PUBLIC OFFER COMMITTEE:

The Board had also formed a committee for giving effect to the Issue and listing the Equity Shares on SME platform of the stock exchange. The Committee comprised of the following:

Name of the Directors	Nature of Directorship	Designation in Committee
Chander Bindal	Director	Chairperson
Manish Bindal	Director	Member
Archana Jain	Independent Director	Member

The number and date of the meetings held during the year 2024-25 are as follows:

Date of Meeting	Total Number of directors as on the date of meeting	Attendance
		Number of directors Attended	% of attendance
03/02/2025	3	3	100
13/02/2025	3	3	100

12. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

13. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at https:// www.tcipl.in/investor-relations.php.

14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established and adopted Vigil Mechanism/Whistle Blower Policy for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company and Directors on the Board of the Company are covered under this Mechanism. This Mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail the Mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During the Financial Year 2024-25, the Company has not received any complaint.

The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Companys website at https://www. tcipl.in/investor-relations.php.

15. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during F.Y. 2024-25 with related parties were on an arms length basis and in the ordinary course of business. There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require Shareholders approval under Section 188 of the Act.

All the transactions were in compliance with the applicable provisions of the Act. Given that the Company has reported the transactions in pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has been provided in Annexure-B.

The Company formulated a policy on Related Party Transactions (RPTs) in accordance with the Act including any amendments thereto for identifying, reviewing approving and monitoring of RPTs. The said policy is available on the Companys website URL https://www.tcipl.in/investor-relations.php.

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

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended March 31, 2025, are to be given by the Company as a part of the Boards Report. Your Company does not carry out any manufacturing activity. However, wherever possible and feasible, continuous efforts have been made for conservation of energy and to minimize energy costs and to upgrade the technology with a view to increase the efficiency and to reduce cost of operations.

However, your Company uses Information Technology extensively in its operations and continues its endeavor to improve Energy Conservation and Utilization, Safety and the Environment.

Conservation of energy: i. Adequate measures have been taken for conservation of energy. ii. There is no additional investment and proposal for reduction of energy conservation. iii. As there is no additional investment, there is no impact on the business of the Company.

Technology absorption:

The Company has not absorbed any technology during the period under review. No Research and Development was carried out during the year under review.

Foreign Exchange earnings and outgo:

During the year under review, there was no foreign exchange earnings or outgo.

17. AUDITORS AND AUDITORS REPORT a. Statutory Auditor

M/s Pramod Banwari Lal Agarwal & Co., Chartered Accountants, Delhi (FRN: 003631C) were appointed as Statutory Auditors of the Company at the First Annual General Meeting of the Company held on September 30, 2022 to hold the office from the conclusion of First

Annual General Meeting till the conclusion of fifth Annual General Meeting.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Abhishek Gupta & Associates (FRN: S2013DE223400) Practicing Company Secretaries, to conduct secretarial audit of the

Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed as Annexure C to this Report.

c. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder modific (including any amendment(s), or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held on 21st September 2024 have appointed Ms. Aarti Arora, (Membership No. 562737), Chartered Accountant as Internal Auditors of the Company for the Financial Year 2024-25 to 2025-26, to conduct Internal Audit of the Company.

d. Cost Auditor

Section 148 of the Companies Act, 2013 is not applicable to the Company.

18. REPORTING OF FRAUD BY AUDITOR

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Board or Audit Committee, under Section 134(3) (ca) and 143 (12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

19. LOANS, GUARANTEES AND INVESTMENTS U/S 186

The Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of The Companies Act, 2013 form part of the Notes to the financial statements provided in this

Annual Report.

20. DEPOSITS

The company has not invited/accepted any deposits from the members as well as public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

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

The Company has in place a policy of prevention of Sexual Harassment at the Workplace in the line with the requirements of the Sexual Harassment of

Women at the Workplace (Prevention, Prohibition

& Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programme against sexual harassment are conducted across the organization. Internal Complaints Committee was constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder for the Redressal of complaints of sexual harassment of women at work place.

There were no incidences of sexual harassment reported during the year under review. The following is the summary of sexual harassment complaints received and disposed of during the year under review: a. Number of Complaints pending at the beginning of the year: NIL b. Number of Complaints received during the year: NIL c. Number of Complaints disposed of during the year: NIL d. Number of cases pending at the end of the year: NIL e. Number of cases pending for more than ninety days: NIL

22. COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961

The Company had complied with all the provisions of the Maternity Benefit Act, 1961.

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS

There was no comment on qualifications, reservations or adverse remarks or disclaimers made by the auditors and secretarial auditors in their reports.

24. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

25. SHARE CAPITAL OF THE COMPANY

As on March 31, 2025, the Share Capital Structure of the Company was as follows:

Authorized Share Capital: INR 25,00,00,000/-(Indian Rupees Twenty-Five Crore Only) divided into 2,50,00,000 shares of INR 10 each.

Issued and Subscribed Share Capital: INR 23,89,28,400/- (Indian Rupees Twenty-Three Crore Eighty-Nine Lakh Twenty-Eight Thousand Four Hundred Only) divided into 2,38,92,840 shares of INR 10 each.

During the year the following changes has occurred:

i. Increase in Authorized Share Capital of The Company

The Company has increased its Authorized Share Capital from INR 10,00,00,000/- (Indian Rupees Ten Crore Only) divided into 1,00,00,000 shares of INR 10 each to INR 25,00,00,000/- (Indian Rupees Twenty-Five Crore Only) divided into 2,50,00,000 shares of INR 10 each.

ii. Issue of Shares or Other Convertible Securities

During the year, the company has issued equity shares by way of Bonus issue and Initial Public Offering, the details of the same are as follows:

Bonus Issue: During the period under review, the Company had allotted 95,29,455 and 78,19,040 equity shares of INR 10 each pursuant to Bonus

Issue on May 09, 2024 and June 05, 2024 to Mr. Manish Bindal and Mr. Chander Bindal.

Initial Public Offer: The Initial Public Offer was opened for subscription on Friday, February 14, 2025 and closed on February 18, 2025 for

63,00,000 Equity Shares of face value of INR 10 each at a price of INR 168 per Equity Share (including a share premium of INR 158 per Equity Share). Accordingly, allotment was made on February 20, 2025 and the Company was listed on NSE Platform on February 24, 2025.

iii. Issue of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review.

iv. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

v. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

vi. Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by the employees:

The Company does not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.

vii. Issue of Debentures, Bonds or Any Non-Convertible Securities

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

viii. Issue of Warrants

The Company has not issued any warrants during the year under review.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company hasadequateandefficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.

The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

27. MAINTENANCE OF COST RECORDS

The provisions of cost audit as per Section 148 of the Companies Act, 2013 are not applicable to the Company.

28. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (‘CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (‘CSR Policy) Rules, 2014 are set out in Annexure D of this Report.

29. PARTICULARS OF EMPLOYEES AS PER SEC 197(12) OF COMPANIES ACT, 2013

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the

Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-E forming part of this report.

30. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The Companys policy on appointment and remuneration of directors is available on the Companys website at https://www.tcipl.in/investor-relations.php

31. CORPORATE GOVERNANCE

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on NSE Emerge Platform on NSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and

Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D are not applicable to the Company.

32. DETAILS OF APPLICATION/ANY PROCEEDINGS

PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor are any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2024-25.

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VERIFICATION DONE AT THE TIME OF SETTELEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTIUTIONS ALONG WITH THE REASONS THEREOF

As the Company has not done any one-time settlement during the year under review, no disclosure is required in this regard.

34. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company https://www.tcipl.in/investor-relations. php. All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

35. DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 the year ended on that date;

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 that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

36. RISK MANAGEMENT

Your Companys Risk Management practice seeks to sustain the long-term vision and mission of your Company. It continuously evaluates the various risks surrounding the business and seeks to review and upgrade its risk management process. To further endeavour, your Board constantly formulates strategies directed at mitigating these risks which get implemented at the Executive Management level and a regular update is provided to the Board.

The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managements discussion and analysis report is annexed in Annexure-F.

38. WEBSITE

The Company is maintaining its functional website and the website contains basic as well as investor related information. The link of website is https://www.tcipl.in/ index.php.

39. SECREATRIAL STANDARDS

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

40. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of Board of Directors of
Tejas Cargo India Limited
(formerly known as Tejas Cargo India Private Limited)
Chander Bindal	Manish Bindal
Managing Director	Whole Time Director
DIN: 03221817	DIN: 07842313
Address: H. No. 2564,	Address: H. No. 2564,
Sector 16,	Sector 16,
Faridabad 121001	Faridabad 121001
Place: Faridabad, Haryana
Date: September 04, 2025