Tejas Cargo India Ltd Directors Report

Dear

The Board of Directors of your Company takes pleasure in presenting the 5^th (Fifth) 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, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Key highlights of standalone and consolidated financial performance for the year ended March 31, 2026, are summarized as under:

				(Amount in lakhs except EPS)
Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Income from Business Operations	62,832.53	50,115.30	62,871.89	50,129.30
Other Income	778.15	694.37	778.42	694.37
Total Income	63,610.68	50,809.67	63,650.31	50,823.67
Less: Change in Inventories	-192.13	0.00	-192.13	0.00
Less: Purchase of Stock in Trade	612.31	0.00	612.31	0.00
Less: Operating Expenses	48,365.60	38,128.76	48,377.78	38,128.76
Less: Employee Benefit Expenses	1,980.53	1,420.39	1,998.27	1,431.29
Less: Other Expenses	1,131.58	893.91	1,134.07	894.91
Profit Before Finance Cost, Depreciation & Taxes	11,712.79	10,366.61	11,720.01	10,368.71
Less: Finance Cost	1,708.76	1,693.89	1,708.78	1,693.89
Less: Depreciation and Amortization	7,190.69	6,100.74	7,190.69	6,100.74
Profit Before Tax	2,813.34	2,571.98	2,820.54	2,574.08
Less: Current Income Tax	706.34	840.70	708.15	841.23
Less: Deferred Tax	16.23	-180.75	16.23	- 180.75
Income Tax for earlier years	3.13	-	3.13	-
Net Profit/(Loss) after Tax	2,087.64	1,912.03	2,093.03	1,913.60
Earnings per Share (Basic)	8.74	10.49	8.76	10.50
Earnings Per Share (Diluted)	8.74	10.49	8.76	10.50

PERFORMANCE OF THE COMPANY:

The Companys performance, on a standalone basis, as compared to previous Financial Year is as under:

During the year under review, the Company recorded a net profit of INR 2,087.64 lakhs, as compared to INR 1,912.03 lakhs in the previous financial year. The Companys revenue from operations increased to INR 62,832.53 lakhs from INR 50,115.30 lakhs in the previous financial year. The Earnings Per Share (EPS) stood at INR 8.74.

The Companys performance, on a consolidated basis, as compared to previous Financial Year is as under:

During the year under review, the Company recorded a net profit of INR 2,093.03 lakhs, as compared to INR 1,913.60 lakhs in the previous financial year. The Companys revenue from operations increased to INR 62,871.89 lakhs from INR 50,129.30 lakhs in the previous financial year. The Earnings Per Share (EPS) stood at INR 8.76.

Your directors are hopeful for the bright future of the Company in the years to come.

2. BRIEF DESCRIPTION OF THE COMPANYS AFFAIRS & FUTURE OUTLOOK

The Company was originaHy incorporated as Tejas Cargo India Private Limited on March 26, 2021, under the provisions of the Companies Act, 2013, with the Registrar of Companies, Central Registration Centre. Subsequently, pursuant to the requisite approvals, the Company was converted into a public limited company and its name was changed from Tejas Cargo India Private Limited to Tejas Cargo India Limited. A fresh Certificate of Incorporation consequent upon the conversion was issued by the Registrar of Companies, Central Processing Centre, on September 5, 2024.

Furthermore, the Company is listed on the Emerge Platform of the National Stock Exchange of India Limited (SME Exchange-NSE).

The Company is a logistics enterprise headquartered in Faridabad, Haryana, engaged in providing long-haul supply chain transportation services by road across India, primarily under the Full Truck Load ("FTL”) model. The Company caters to a diverse clientele operating across various sectors, including logistics, steel and cement, e-commerce, industrial and chemicals, FMCG and white goods.

The Companys operations are supported by an integrated service model encompassing shipment planning, route optimization, fleet selection, documentation, vehicle tracking, communication and coordination, and performance evaluation. The Company derives more than 98% of its revenue from long-haul supply chain transportation services, reflecting its strong focus and expertise in this segment.

The Management remains focused on pursuing sustainable growth while progressively diversifying and strengthening the Companys business operations. The Company continues to explore opportunities to expand its customer base, deepen relationships with existing clients, enter new market segments and enhance its operational capabilities. With the continued expansion of its business network and focus on service quality, operational efficiency and customer satisfaction, the Management remains optimistic about the Companys prospects and is committed to creating sustainable long-term value for all stakeholders.

3. TRANSFER TO RESERVES

The profit for the period under review, amounting to INR 2,087.64 lakhs, has been transferred to the Reserves and Surplus, keeping in view the Companys future expansion plans.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company. However, with a view to capitalize on the growing opportunities in the mining sector and to expand the scope of its business operations, the Members of the Company, through a Special Resolution passed by way of Postal Ballot (through remote e-voting) on April 3, 2025, approved the insertion of new main objects (Sub-Clauses 9 to 13 in sub-clause A) and new objects incidental or ancillary thereto (Sub-Clauses 26 to 29 in sub-clause B) in Clause III of the Memorandum of Association, pursuant to Sections 4 and 13 of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014.

Pursuant to the said alteration, the Company is now also authorized to carry on the business of exploration, mining, processing, and trading of minerals, ores, and mineral-based products, together with allied activities including mining infrastructure, logistics, and transportation, in addition to its existing business as a transportation service provider and logistics solutions provider.

The said addition of objects is aimed at diversifying the Companys revenue streams and supporting its long-term growth strategy, and does not constitute any alteration to the Companys existing core business.

5. BORROWING POWERS

During the year under review, pursuant to the provisions of Sections 180(1)(c) and 180(1)(a) of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Members of the Company, by way of a Special Resolution passed through Postal Ballot (remote e-voting) on December 17, 2025, approved the enhancement of the borrowing powers of the Board of Directors from the erstwhile limit of INR 400 Crore (Indian Rupees Four Hundred Crore Only) to the higher of INR 500 Crore (Indian Rupees Five Hundred Crore Only) or such limits as may be prescribed under Section 180(1)(c) of the Act, as amended from time to time.

Subsequent to the close of the financial year, the Members of the Company, by way of a Special Resolution passed through Postal Ballot (remote e-voting) on July 1, 2026, further approved the enhancement of the aforesaid borrowing limit from INR 500 Crore to INR 800 Crore (Indian Rupees Eight Hundred Crore Only).

The enhancement in the borrowing and charge creation limits has been undertaken in view of the Companys growing working capital requirements and future expansion plans. These enhanced limits are expected to provide the Board with greater flexibility to raise funds and efficiently meet the Companys business and funding requirements, as and when required.

6. SHARE CAPITAL OF THE COMPANY

As at March 31, 2026, the share capital structure of the Company was as follows:

Particulars	Amount
Authorized Share Capital	INR 25,00,00,000/- (Indian Rupees Twenty-Five Crore Only), comprising 2,50,00,000 equity shares of INR 10/- each
Issued, Subscribed and Paid- up Share Capital	INR 23,89,28,400/- (Indian Rupees Twenty-Three Crore Eighty-Nine Lakh Twenty-Eight Thousand Four Hundred Only), comprising 2,38,92,840 equity shares of INR 10/- each

During the financial year under review, there was no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. Further, the Company did not undertake any issue of equity shares or other securities affecting its share capital during the year.

The details of changes/issues, as applicable, are set out below:

i. Increase in Authorized Share Capital

During the financial year under review, there was no increase or alteration in the Authorized Share Capital of the Company. Accordingly, the Authorized Share Capital continued to remain at INR 25,00,00,000/- (Indian Rupees Twenty- Five Crore Only), comprising 2,50,00,000 equity shares of INR 10/- each, as at March 31, 2026.

ii. Issue of Equity Shares or Other Convertible Securities

During the financial year under review, the Company did not issue any equity shares or other convertible securities. Consequently, the Issued, Subscribed and Paid-up Share Capital remained unchanged at INR 23,89,28,400/-, comprising 2,38,92,840 equity shares of INR 10/- each, as at March 31, 2026.

iii. Issue of Equity Shares with Differential Rights

During the financial year under review, the Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

iv. Issue of Sweat Equity Shares

During the financial year under review, the Company did not issue any sweat equity shares.

v. Employee Stock Options

During the financial year under review, the Company did not grant or issue any Employee Stock Options.

vi. Shares Held in Trust for the Benefit of Employees

During the financial year under review, the Company did not hold any shares in trust for the benefit of its employees where the voting rights were not exercised directly by the employees.

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

During the financial year under review, the Company did not issue any debentures, bonds or other nonconvertible securities.

viii. Issue of Warrants

During the financial year under review, the Company did not issue any warrants.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company is composed of distinguished individuals with proven competence and integrity. In addition to their experience, strong financial acumen, strategic insight, and leadership qualities, the Board members are deeply committed to the Company, dedicating ample time to meetings and preparation. The Board has also identified core skills, expertise, and competencies essential for the effective functioning of the Company.

Notably, the Board includes accomplished women directors who contribute significantly to its diversity and effectiveness. Their involvement enriches the Boards perspectives and decision-making processes.

In the opinion of the Board, all directors, including those appointed or re-appointed during the year, possess the requisite qualifications, experience, and expertise, and uphold high standards of integrity.

A) Composition of Board of Directors:

Composition of the Board of Directors and Key Managerial Personnel as on March 31, 2026:

Sr. No Name	DIN/PAN	Designation
1. Mr. Manish Bindal	07842313	Whole-time Director and CEO
2. Mr. Chander Bindal	03221817	Managing Director
3. Ms. Neha Jain	10764109	Independent Director
4. Ms. Puja Daga	09594635	Independent Director
5. Mr. Sourabh Nawal	09790836	Director
6. Ms. Raveena Gupta	BLRPG5368Q	Company Secretary

B) Induction, Re-Appointment and Resignation

During the reporting period, following changes took place in the composition of the Board of Directors and KMPs of the Company:

Sr. No Name	DIN/PAN	Designation	Appointment/ Cessation/ Change in Designation	Date of Appointment/ Cessation/ Change in Designation
1. Ms. Archana Jain	09171307	Independent Director	Resignation	11/06/2025
2. Mr. Sourabh Nawal	09790836	Additional Director	Appointment	11/06/2025
3. Ms. Raveena Gupta	BLRPG5368Q	Company Secretary	Appointment	30/06/2025
4. Mr. Sourabh Nawal	09790836	Director	Change in Designation	30/09/2025
5. Mr. Yogesh Jain	AXHPJ6085G	Chief Financial Officer	Resignation	12/01/2026

Note: Following the closure of the financial year 2025-26, Mr. Abhishek Lunia was appointed as Chief Financial Officer of the Company with effect from April 7, 2026.

C) Retirement by Rotation of the Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with the Articles of Association of the Company, Mr. Chander Bindal (DIN: 03221817), Chairperson and Managing Director of the Company, retired by rotation and was re-appointed at the Annual General Meeting of the Company held on September 30, 2025.

D) 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://tcipl.in\

8. MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board meetings are pre-scheduled, and a tentative annual calendar of the Board meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Boards approval is taken by calling the Board meetings at a shorter notice, as permitted by law.

The agenda for the Board meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

The Board of Directors held 08 (eight) meetings during FY 2025-26 and in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

		Attendance
Sr. No. Date of Meeting	Total Number of directors as on the date of meeting	Number of directors Attended	% of attendance
1. 28/05/2025	5	4	80
2. 11/06/2025	5	3	60
3. 30/06/2025	5	3	60
4. 14/08/2025	5	3	60
5. 04/09/2025	5	4	80
6. 08/09/2025	5	4	80
7. 14/11/2025	5	3	60
8. 12/03/2026	5	3	60

9. 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://tcipl.in/investor-relations.

A. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations, the Audit Committee of the Company as on March 31, 2026, comprises of -

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

Note: During the year, Ms. Archana Jain, Independent Director, resigned from the Board with effect from June 11, 2025. Following he resignation, Mr. Sourabh Nawal was appointed as a director and inducted as a Member of the Audit Committee and the Nominatio and Remuneration Committee, with effect from the same date. These changes ensured continued compliance with the applicable provisions of the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015.

The Audit Committee held 07 (seven) meetings during FY 2025-26 and in respect of which proper notices were giver and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company fo the purpose.

The dates on which Committee Members met are as follows: -

			Attendance
Sr. No.	Date of Meeting	Total Number of directors as on the date of meeting	Number of directors Attended	% of attendance
1.	13/05/2025	3	3	100
2.	28/05/2025	3	2	66.67
3.	11/06/2025	3	3	100
4.	14/08/2025	3	2	66.67
5.	04/09/2025	3	2	66.67
6.	14/11/2025	3	2	66.67
7.	12/03/2026	3	3	100

Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews report of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, the Nomination and Remuneration Committee of the Company as on March 31, 2026, comprises of -

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

The Nomination and Remuneration Committee held 03 (three) meetings during FY 2025-26 and in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.

The dates on which Committee Members met are as follows: -

			Attendance
Sr. No.	Date of Meeting	Total Number of directors as on the date of meeting	Number of directors Attended	% of attendance
1.	11/06/2025	3	3	100
2.	30/06/2025	3	2	66.67
3.	12/03/2026	3	3	100

Terms of Reference/ Policy:

On recommendation of the Nomination and Remuneration Committee, the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee has been constituted to address and redress shareholders and investors grievances, including matters relating to transfer/transmission and dematerialization of shares, loss of share certificates, non-receipt of annual reports, dividend warrants, and other related matters.

The Committee reviews the status of shareholders/investors grievances and reports the same to the Board, as and when required. The Stakeholders Relationship Committee of the Company as on March 31, 2026, comprises of -

Name of the Directors	Nature of Directorship	Designation in Committee
Ms. Neha Jain	Non-Executive Independent Director	Chairperson
Mr. Chander Bindal	Managing Director	Member
Mr. Manish Bindal	Whole Time Director	Member

The Stakeholders Relationship Committee held 01 (one) meeting during FY 2025-26 and in respect of which proper notice was given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.

The dates on which Committee Members met are as follows: -

			Attendance
Sr. No.	Date of Meeting	Total Number of directors as on the date of meeting	Number of directors Attended	% of attendance
1.	28/03/2026	3	2	66.67

Terms of Reference/ Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee reviews the complaints received from the stakeholders of the company as and when required and discusses their findings, suggestions, observations and other related matters.

10. 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 at March 31, 2026, the Company has one wholly- owned subsidiary, Tejas Carrriers Solutions Private Limited, which was incorporated on October 12, 2023.

During the financial year under review, the Company acquired the remaining 01 (One) equity share of Tejas Carrriers Solutions Private Limited, thereby making it a wholly-owned subsidiary of the Company. There has been no material change in the nature of the business of the subsidiary during the financial year.

The Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act”).

Pursuant to Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing the salient features of the financial statements of the subsidiary for the financial year ended March 31, 2026, in Form AOC-1, forms part of this Annual Report as Annexure A.

Further, pursuant to Section 136 of the Act, the financial statements of the Company, the consolidated financial statements and the relevant documents, along with the audited financial statements of the subsidiary, are available on the Companys website.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out an annual performance evaluation of the Board as a whole, its committees, and individual Directors, including the Chairperson.

Evaluation of the Board

The Board evaluated its own performance based on inputs received from all Directors, against criteria such as Board composition and structure, effectiveness of Board processes, quality and timeliness of information provided to the Board, and overall Board functioning.

Evaluation of Committees

The Board evaluated the performance of each Committee based on inputs received from the respective Committee members, against criteria such as the composition of the Committee and the effectiveness of Committee meetings.

Evaluation of Individual Directors

The Nomination and Remuneration Committee first evaluated the performance of each individual Director, and its assessment was thereafter reviewed by the

Board. The evaluation was based on criteria such as the Directors preparedness on matters to be discussed, and the quality and effectiveness of their contribution to Board and Committee meetings.

Evaluation of Independent Directors

The performance of each Independent Director was evaluated by the entire Board, excluding the Director being evaluated.

12. 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

There have been no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of this Report.

13. 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://tcipl.in/ investor-relations.

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

The Company does not have any unpaid /unclaimed amount which is required to be transferred, under the provisions of the Companies Act, 2013 to the Investor Education and Protection Fund (IEPF) of the Government of India.

15. 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, 2026 is available on the Companys website and can be accessed at https://tcipl. in/investor-relations

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of Section 177(9) of the Act and Regulations of Listing Regulations, to provide a formal mechanism to its Directors/ Employees/Stakeholders of the Company for reporting any unethical behavior, breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected/actual fraud and criminal offences. During the year under review, no such concern from any whistle-blower has been received by the Company. The Whistle Blower Policy is available on Companys website at https://tcipi.in/investor-reiations.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all contracts/ arrangements/transactions entered into by the Company with related parties were on an arms length basis and in the ordinary course of business.

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 has formulated a Policy on Related Party Transactions in accordance with the Act, including any amendments thereto, for identifying, reviewing, approving, and monitoring related party transactions. The said Policy is available on the Companys website at https://tcipi.in/investor-reiations.

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

In compliance with the provisions of Section 134(3)(m) of the Act read with Ruie 8 of the Companies (Accounts) Rules, 2014, the information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo for the year ended March 31, 2026, is given as part of this Boards Report.

Your Company does not carry out any manufacturing activity. However, wherever possible and feasible, continuous efforts have been made towards conservation of energy, minimizing energy costs, and upgrading technology with a view to increasing efficiency and reducing operational costs.

Your Company uses Information Technology extensively in its operations and continues its endeavor to improve energy conservation and utiiization, safety, and the environment.

Conservation of Energy:

i. Adequate measures have been taken for the conservation of energy.

ii. There is no additional investment or proposal for further reduction in energy consumption.

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 new technology during the year under review, and no Research and Development activity was carried out during the period.

Foreign Exchange Earnings and Outgo:

During the year under review, the Company had no foreign exchange earnings or outgo.

19. STATUTORY AUDITORS

M/s AHPN & Associates, Chartered Accountants, Deihi (FRN: 009452N) were appointed as Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s. Pramod Banwari Lai Agrawal & Co., Chartered Accountants, at the Fourth Annual General Meeting of the Company held on September 30, 2025, to hold the office till the conclusion of upcoming Annual General Meeting.

20. AUDITORS REPORT

The observations of Auditors in their Report, read with the relevant notes to accounts are seif-explanatory. There are no qualifications, observations or adverse remarks which require comments of Board of Directors and require further explanations.

21. 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 undertake the Secretarial Audit of the Company for the financial Year ended March 31, 2026.

The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed as Annexure C to this Report.

22. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or reenactments) 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 21^st 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.

23. COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not applicable to our Company; hence, no such audit has been carried out during the year.

24. REPORTING OF FRAUD BY AUDITOR

During the year under review, the Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013 ("the Act"). Accordingly, no details are required to be disclosed under Section 134(3) (ca) of the Act.

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees, and investments made during the financial year 2025-26, covered under the provisions of Section 186 of the Companies Act, 2013, have been disclosed in the notes forming part of the Financial Statements of the Company for the financial year ended March 31, 2026, in compliance with Section 134(3)(g) read with Section 186 of the Companies Act, 2013.

26. DEPOSITS

The Company has not invited or accepted any deposits from the public or its members during the year ended March 31, 2026, within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no unclaimed or unpaid deposits as on March 31, 2026.

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

The Company has in place a comprehensive Policy on Prevention of Sexual Harassment at the Workplace, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company is committed to providing a safe, respectful and inclusive working environment and has established appropriate mechanisms for employees to report instances of sexual harassment.

The Company has constituted an Internal Complaints Committee (ICC) in accordance with the applicable provisions of the Act and the rules framed thereunder for the prevention and redressal of complaints of sexual harassment at the workplace. The reporting and redressal mechanism provides for appropriate safeguards to ensure confidentiality and privacy of the information and proceedings, in accordance with applicable law.

The Company also conducts periodic awareness programmes, workshops and sensitization initiatives across the organization to educate employees on the prevention of sexual harassment and to promote awareness of the applicable policy and reporting mechanisms.

During the year under review, no complaints of sexual harassment were reported to the Company. Accordingly, the status of complaints during the year under review is summarized below:

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

28. COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961

Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby states that the Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. The Company remains committed to providing a safe, supportive, and inclusive work environment for all women employees.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by any regulator or court or tribunal which would impact going concern status of the Company and its future operations.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal financial controls that are commensurate with the nature, size and complexity of its business. Based on the framework of internal financial controls established by the Company, the work performed by the Internal Auditors, Statutory Auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews undertaken by the Management and the Audit Committee, the Board of Directors is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

The internal financial control framework is designed to provide reasonable assurance regarding the orderly and efficient conduct of the Companys business, adherence to established policies and procedures, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information and disclosures.

The Company has an internal audit function which, based on an appropriate audit plan, reviews the adequacy and effectiveness of internal controls, business processes, accounting procedures and compliance with applicable policies and laws. The observations arising from internal audit reviews, along with the managements responses, are appropriately considered by the Management and the Audit Committee, as applicable.

31. 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.

32. 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.

33. 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://tcipl.in/investor-relations.

34. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and to conducting its affairs in accordance with applicable laws, regulations and best practices, including the requirements prescribed by the Securities and Exchange Board of India ("SEBI”).

As the Company is listed on the NSE Emerge Platform of NSE Limited, the provisions relating to Corporate Governance specified under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Para C and Para D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company, in accordance with the provisions of Regulation 15 of the said Regulations.

Accordingly, the Company is not required to comply with the aforesaid Corporate Governance provisions during the year under review.

35. DETAILS OF APPLICATION / ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application made or processing is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under the review.

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

There is no incidence of one-time settlement in respect of any loan taken from Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

37. 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://tcipl.in/investor-relations. All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

38. 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 endeavor, 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.

39. 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.

40. 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://tcipl.in

41. SECRETARIAL 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.

42. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2026, 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, 2026 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 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 operate effectively

43. ACKNOWLEDGEMENT

Your directors would like to place on record their deep sense of gratitude to Shareholders and Stakeholders. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the 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 and Chief Executive Officer
	DIN: 03221817	DIN: 07842313
Place: Faridabad, Haryana	Address: H. No. 2564, Sector 16,	Address: H. No. 2564, Sector 16
Date: September 05, 2026	Faridabad 121001	Faridabad 121001