Tejas Cargo India Ltd Directors Report

Financial Ygat-2023-24

To,

The Members of M/s. Tejas Cargo India Limited (formerly known as M/s. Tejas Cargo India Private Limited)

Your directors with immense pleasure submit the 3^rd Directors Report of the Company together with the Audited Statements of Accounts for the year ended 31 st March 2024.

1. FINANCIAL SUMMARY, OPERATIONS, STATE OF AFFAIRS:

> The Standalone financial summary for the period ended 31^rt March 2024 has been as under: (T in Lakhs, unless otherwise stated

Particulars	For the Year ended 2023-24	For the year ended 2022-23
Income from Business Operations	41,932.61	38,178.52
Other income	325.95	258.94
Total Income	42,258,56	38,437.46
Total Expenses excluding Tax, Interest & Depreciation	35,355.52	35,155.15
Profit Before Tax, Interest and Depreciation	6,903.04	3,282.31
Less: Interest and other Financial Charges	1,073.49	514.09
Profit before Tax and Depreciation	5,829.55	2,768.22
Less: Depreciation	4,090.22	1,416.24
Profit before tax	1,739.33	1,351.97
Less: Current Income Tax	463.08	305.6
Less: Deferred Tax	(20.11)	59.77
Income Tax for earlier years	(25.77)	0.69
Net Profit/(Loss) after Tax	1,322.14	985.85
Earnings per share (Basic) (Amount in	2,206.70	9,858.33
Earnings per Share (Diluted) (Basic) (Amount in	2,206.70	9,858.33

> The Consolidated financial summary for the period ended 31^st March 2024 has been as under:

in Lakhs, unless otherwise stated;

Particulars		For the Year ended 2023-24		For the year ended 2022-23
Income from Business Operations		41,932.61		38,178.52
Other income		326.45		258.94
Total Income		42,259.06		38,437.46
Total Expenses excluding Tax, Interest & Depreciation		35,355.91		35,155.15
Profit Before Tax, Interest and Depreciation		6,903.15		3,282.31
Less: Interest and other Financial Charges		1,073.49		514.09
Profit before Tax and Depreciation		5,829.66		2,768.22
Less: Depreciation		4,090.22		1,416.25
Profit before tax		1739.44		1351.97
Less: Current Income Tax		463.11		305.67
Less: Deferred Tax	(20.11)		59.77
Income Tax for earlier years	(25.77)		0.69
Net Profit/(Loss) after Tax	1,322.22		985.86
Earnings per share (Basic) (Amount in	2,206.83		9,858.33
Earnings per Share (Diluted) (Amount in	2,206.83		9,858.33

2. Operations

The Company has diversified the operations in FY 2023-24 and entered a new segment (Steel industry & Cement Industry) altogether required a different set of commercial vehicles for this sector. The Company has been operating the 32 feet containers (Single Axle & Multi Axle) and has acquired 100 trailers (with mix of debt and capital/profits) during FY 2023-24. The company has also reduced the business from online e-commerce company to diversified across multiple sectors that it has already been operating. The company is currently in line with the objective of expanding to metal and minerals sectors such as Coal, Iron-Ore, Ash (Fly and Pond), Aluminum, Copper, Chemicals (Carbon and Polymers) and are in discussions with large corporates for corporate. With India positioning itself to be the potential +1 to China, the metals and industrial sectors shall be on the upward trajectory and the company has accordingly aligned its vision to enter these sectors and be a dominant player.

Along with expansion into sectors and opening multiple branch offices across India, the Company has focused more on the technological aspects to have better control over the operations and efficiency of the business. The Company has incorporated a subsidiary with 99.99% shareholding of Tejas Cargo India Limited (formerly known as Tejas Cargo India Private Limited) to carry out the business of transportation where the industry requires the supplies to be on reverse charge mechanism under Goods & Service Tax Act.

3. Transfer to reserves

The surplus of Profit/ loss for the period under review amounting to f1,322.14 Lakh/- has been transferred to Reserve and Surplus keeping in view the expansion plan of the Company.

4. Share Capital

The Authorized Share Capital of the Company as on March 31,2024, was ^10,00,00,000/- divided into 1,00,00,000 equity shares of f 10/- each and the Paid-up Share Capital as on 31^st March 2024 was f24,43,450/- divided into 2,44,345 equity shares of ^10 each.

With the approval of the members, the Company has increased its Authorized share capital from ,00,000/- (Rupees One Lakh only) to ?10,00,00,000/- (Rupees Ten Crore only) during the period under review.

During the period under review, the Company issued 1,00,000 equity shares to existing shareholders pursuant to a right issue approved by the Board in the meeting held on dated December6, 2023.

Pursuant to the agreement dated November 30,2023, and special resolution passed by members of the Company in the General Meeting held on November 28, 2023, the Company made the conversion of loan taken from Mr. Manish Bindat, Director of the Company by issuing the 34,345 equity shares at the value of ?8,433.98 each including premium of ^8,433.98/- each.

After the closure of the financial year, the Company increased its Authorized Share Capital from f10,00,00,000/- (Rupees Ten Crore Only) to ^25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 equity shares of ^10 each.

Further, the Company issued 9,52,94,550 equity shares and 7,81,90,400 equity shares dated May

09.2024, and June 05,2024, respectively pursuant to the Bonus issue approved. Therefore, as on the date of this Directors Report, the paid-up capital of the Company is ^17,59,28,400/- (Rupees Seventeen Crore Fifty-Nine Lakh Twenty-Eight Thousand Four Hundred) divided into 1,75,92,840 equity shares of ^10 each.

5. Material Changes affecting the financial position between the end of the financial year to which the financial statements relate and the date of the report, if any

After the closure of the financial year, the Company increased its Authorized Share Capital from ^10,00,00,000/- (Rupees Ten Crore Only) to ^25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 equity shares of ^10 each.

Further, the Company issued 9,52,94,550 equity shares and 7,81,90,400 equity shares dated May

09.2024, and June 05,2024, respectively pursuant to the Bonus issue approved. Therefore, as of now the paid-up capital of the Company is ?17,59,28,400/- (Rupees Seventeen Crore Fifty-Nine Lakh Twenty-Eight Thousand Four Hundred) divided into 1,75,92,840 equity shares of ?10 each.

Pursuant to approval of the members of the Company in General meeting held on June 22,2024, the Company has converted from private limited to public limited and in this regard “Registrar of Companies” issued certificate of Incorporation consequent upon conversion into public Company dated September 05,2024.

In addition to this, the company has raised its borrowing ceiling limit to ^300.00 Crores by passing a Special Resolution in the Extra Ordinary General meeting held on 30.06.2024.

The Board in its meeting held on 01.04.2024 has approved the remuneration of ?1.20 Crores each to the Director Chander Bindal and Director Manish BindaL Section 197 of the Companies Act, 2013, read with schedule 5, was then not applicable to the company. However, upon conversion to Public Limited Company on 5^th September 2024, section 197 of the Companies Act, 2013, read with schedule 5, is now applicable. The company has put forward the agenda of the remuneration in the forthcoming AGM of the company.

6. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

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

7. Subsidiaries, Joint Ventures and Associate Companies

As on March 31,2024, the Company has one subsidiary namely "Tejas Carrriers Solutions Private Limited” incorporated on October 12,2023.

Pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a Statement contacting the salient features of financial statements of subsidiaries is Annexed herewith in the form no AOC-1 as Annexure A.

8. Statutory Auditor & Audit Report

The Company has appointed M/s Pramod Banwari Lai Agarwal & Co, Chartered Accountants (FRN: 003631C) holding the Peer Review Certificate 018235 in the first Board meeting of the Company and who will hold position till fifth Annual General meeting of the Company to be held in the year 2026.

9. Dividend

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

10. Public Deposits

The Company has not invited or accepted Deposits during the year under review from the Public covered under Section 73 of the Companies Act, 2013, and The Companies (Acceptance of Deposits) Rules, 2014.

11. Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo

Being a non-manufacturing Company, the details relating to Conservation of Energy and Technology Absorption is not required to be disclosed under Section 134{3}(m) of the Companies Act, 2013, read with Rule 8(3) the Companies (Accounts) Rules, 2014.

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.

12. Details of Directors or Key Managerial Personnel including those who were appointed or

have resigned during the year

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2024:

BOARD OF DIRECTORS
Manish Bindal	Director
ChanderBindal	Director

13. Number of Meetings of Board of Directors

During the period under review 34 Board Meetings were held.

14. Particulars of employees

There was no Employee drawing remuneration aggregating to the limits prescribed pursuant to the provisions of Section 134(3){q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressed) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

• No. of complaints received: Nil

* No. of complaints disposed of: Nil

16. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors Reports on the Financial Statements for the Financial Year 2023-24. The provisions relating to submission of Secretarial Audit Report are not applicable to the Company.

17. Particulars of loans, guarantees or investments

In the Financial Year 2023-24 the Company has not given any Loan, Guarantees or made any Investments exceeding sixty per cent of its Paid-up Share Capital, Free Reserves and Securities Premium Account or One Hundred Percent of its Free Reserves and Securities Premium Account, whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.

18. Particulars of contracts or arrangements with related parlies

Since all related party transactions entered by your Company with its related parties were in the ordinary course of business and were on an arms length basis and during the year under review, the Company has entered any contracts with the related parties. The details of the existing arms length contract are enclosed in Form AOC-2 as Annexure-B.

19. Secretarial standards

The Company complies with all the applicable secretarial standards.

20. Significant and Material Orders passed by Regulators or Courts or Tribunals

During the Financial Year 2023-24, no significant and material orders have been passed by Regulators or Courts or Tribunals impacting the Going Concern Status and Companys Operations in future.

21. Directors Responsibility Statement

In terms of Provisions of Section 134(3) and 134(5) of the Companies Act, 2013 (Act) read with relevant Rules made there under, your Directors confirm that:

L in the preparation of the Annual Accounts for the Financial Year ended on 31^st March 2024, the applicable Accounting Standards had been followed, along with proper explanation relating to material departures except Accounting Standard 15 i.e. Employee Benefits;

ii. They have selected such Accounting Policies and applied them consistently and made Judgments and Estimates that are Reasonable and Prudent to give a True and Fair View of the State of Affairs of your Company at the end of the Financial Year and of the profit and loss of your Company for that period;

iii. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the Annual Accounts for the Financial Year ended on 31^st March 2024 on a Going Concern Basis; and

v. They have devised proper Systems to ensure Compliance with the provisions of all applicable Laws and that such Systems were Adequate and Operating Effectively.

22. Corporate Social Responsibility

The provisions of Corporate Social Responsibility as per section 135 of the Companies Act, 2013 becomes applicable to the Company from the year 2023-24, as the Company has posted net profit of ?9.85 crores for the preceding financial year 2022-23. The Company is not required to constitute the CSR committee of the Board for taking care of CSR activities of the Company by formulating CSR Policy.

23. Annual Return

The Annual Return of the Company is available at the registered office of the Company. At the request of the members of the Company, it shall be provided to them, or members can do inspection on working days in business hours. The same shall be available on website of the company @tcipl.in.

24. Cost Record

The provisions of Cost Audit as per section 148 of the Companies Act, 2013 arent applicable to the Company.

25. Secretarial Audit Report

The Company has appointed M/s Venu Mangla & Associates, (FRN: S2021HR782700), Practicing Company Secretary (a peer review firm) for conducting secretarial audit of the company for the Financial Year 2023-24 at the remuneration mutually decided by the Board and auditor.

The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Anncxurc C and forms p3rt of this report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

26. Internal Financial Control

The Company has established adequate internal financial control systems having regards its size and requirement keeping in view of its business activities.

27. Acknowledgement

Your directors wish to place on record their appreciation for the sincere contributions received from the Government, Bankers, Customers, Employees and all the Stakeholders, those who are associated with the Company and look forward to their continued co-operation in the years to come. Your directors acknowledge the support and co-operation received from all those who have helped in the day-to-day management.

By order of the Board

Manish Bindal Director DIN:07842313 Place: f-AAfclabp^

Director DIN:03221817 Place:

Date: I _e .

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