Tiger Logistics India Ltd Directors Report

Dear Members,

The Board of Directors of your Company is pleased to present the 26th Annual Report along with the Audited Financial Statements and the Auditors Report of the Company for the Financial Year ended 31st March, 2026. The highlights of the Companys financial performance for the year under review are summarized below:

FINANCIAL PERFORMANCE

Particulars	Current Year (2025-26)	Previous Year (2024-25)
Net Sales / Income from operations	57,282.10	53,630.50
Other Income	835.57	886.80
Total Expenditure	55,204.33	50,908.16
Finance costs	458.89	284.45
Depreciation	96.43	84.71
Profit before taxation	2,913.34	3,609.14
Net Profit/Loss (Total comprehensive income)	2,167.87	2,702.47
EPS	2.05	2.56

REVENUE FROM OPERATION

During the current Financial Year, the Company has achieved a turnover of Rs. 57,282.10 lacs as against the turnover of Rs 53,630.50 Lacs in the previous year. The Net Profit of the company is Rs. 2,167.87 Lacs in the current year as against the profit of Rs. 2,702.47 Lacs in the previous year.

DIVIDEND

Your directors have not recommended any dividend for the financial year 2025-26.

RESERVES

Details stated in the financial part of the Annual Report.

CAPITAL STRUCTURE

During the year, there were no changes in the Authorized share capital of the company. The details are as follow:

The paid-up share capital of the Company is Rs. 10,57,25,000 divided into 10,57,25,000 Equity Shares of face value of Rs. 1 each as on March 31, 2026.

Authorized Capital

The Authorized Share Capital is Rs. 11,00,00,000 divided into 11,00,00,000 Equity Shares of Rs. 1/- each. Issued, Subscribed & Paid-up Capital

As on March 31, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 10,57,25,000 divided into 10,57,25,000 Equity Shares of Rs. 1/- each, fully paid-up.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year under review, there was no change in the business of the Company or in business carried by the Company.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposits during the year under review.

KEY DEVELOPMENTS

a) Listing on Main Board of National Stock Exchange of India Limited

During the year, the Board of Directors approved the proposal for listing the equity shares of the Company on the Main Board of the National Stock Exchange of India Limited (NSE). Subsequently, the Company received the necessary approval from NSE for listing and trading of its equity shares under the symbol "TIGERLOGS.” This milestone marks a significant achievement in the Companys growth journey and strengthens its presence in the Indian capital markets. The NSE listing is expected to enhance the liquidity of the Companys shares, broaden its investor base, improve visibility among domestic and institutional investors, and further reinforce shareholder value creation.

Being listed on both BSE and NSE provides the Company with greater market reach and supports its long-term strategic growth objectives

INDUSTRY OVERVIEW

Your Company is engaged in the business of providing logistics and supply chain solutions to our customers. Key services include freight forwarding, custom clearance and transportation handling services. We are a Multimodal Transport Operator registered under the Multimodal transportation of Goods Act 1993 to carry on the business of multimodal transportation.

For further details with respect to overview of the industry and important changes in the industry during the last year, external environment and economic outlook please refer Management Discussion and Analysis Report which forms part of this Annual Report.

STOCK EXCHANGE & LISTING FEES

The Companys Equity Shares are listed at BSE Limited and National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchange byway of listing fees, etc.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As of 31st March, 2026, the Board of Directors of the Company comprises two executive, one non-executive non-independent woman director and three non- executive independent directors in accordance with the terms of the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 (the Act).

During the year, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved the reappointment of Mr. Harpreet Singh Malhotra (DIN: 00147977) as the Chairman & Managing Director of the Company for a further period of five (5) years commencing from May 8, 2026 until May 7, 2031, subject to the approval of the shareholders and other applicable statutory approvals. Subsequently, the Members of the Company approved the reappointment through a Postal Ballot process, with the resolution receiving overwhelming shareholder support.

Mr. Susanta Kumar Panda has been appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 1st April, 2025 up to 31st March, 2030.

Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In accordance with the provisions of Section 152 (6) of the Act, read with rules made thereunder and Articles of Association of the Company, Mrs. Surjeet Kaur Malhotra (DIN-03094598) is liable to retire by rotation at the ensuing AGM and being eligible offers herself for reappointment.

AUDIT COMMITTEE

The details pertaining to the Composition of Audit Committee is included in the Corporate Governance report, which forms part of this Report.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to the composition of Nomination and Remuneration Committee is included in the Corporate Governance Report, which forms part of this report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The details pertaining to the composition of Stakeholder Relationship Committee is included in the Corporate Governance Report, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The details pertaining to the composition of Corporate Social Responsibility Committee is included in the Annexure II of Directors Report, which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report.

INTERNAL AUDITORS

M/s Amit & Nitin, Chartered Accountants, are the Internal Auditors of the Company appointed last year, and they have submitted the Internal Auditors Report as per the requirement of the Act.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys Policy on Directors appointment and remuneration and other matters (Remuneration Policy) provided in Section 178(3) of the Act is available on the website of the Company at www.tigerlogistics.in .

We affirm that the remuneration paid to the Directors is as per the terms laid out in the said Remuneration Policy.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

STATUTORY AUDITORS & AUDITORS REPORT

M/s. Garg Agrawal & Agrawal, Chartered Accountants (Firm Registration No. 016137N), were appointed as the Statutory Auditors of the Company at the 22nd Annual General Meeting to hold office for a term of five consecutive years from the conclusion of the 22nd Annual General Meeting until the conclusion of the 27th Annual General Meeting, in accordance with the provisions of Section 139 ofthe Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors have audited the financial statements ofthe Company for the financial year ended March 31, 2026 and have issued their Independent Auditors Report thereon. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made by the Statutory Auditors in their Report, read together with the relevant notes to the financial statements, are self-explanatory and therefore do not call for any further comments from the Board.

The Independent Auditors Report forms an integral part of the Annual Report and is enclosed with the financial statements for the financial year ended March 31,2026.

SECRETARIAL AUDIT REPORT & SECRETARIAL AUDIT AND SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 ofthe Companies Act, 2013 read with the applicable rules made thereunder, Mr. Manoj Kumar Jain of M/s AMJ & Associates, Practising Company Secretaries, conducted the Secretarial Audit ofthe Company for the financial year ended March 31, 2026. The Secretarial Audit Report issued by the Secretarial Auditor forms part of this Boards Report and is annexed herewith as Annexure V.

Further, the Board of Directors, at its meeting held on May 27,2025, had approved the appointment of M/s AMJ & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years, subject to the approval of the Members of the Company. The said appointment was subsequently approved by the Members at the ensuing Annual General Meeting. Accordingly, M/s AMJ & Associates shall continue to act as the Secretarial Auditors of the Company for the approved term, in accordance with the provisions of the Companies Act, 2013 and applicable regulatory requirements.

OBSERVATION UNDER SECRETARIAL AUDIT REPORT AND MANAGEMENT RESPONSE

Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)

Under Regulation 16 (1) read with First proviso of Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004: (1) An Indian party may transfer by way of sale to another Indian party who complies with the provisions of Regulation 6 or to a person resident outside India, any share or security held by him in a Joint Venture or Wholly Owned Subsidiary outside India.

Provided that if the shares are not listed on the stock exchange, and the shares are disinvested by a private arrangement, the share price is not less than the value certified by a Chartered Accountant /Certified Public Accountant as the fair value of the shares based on the latest audited financial statements of the Joint Venture or Wholly Owned Subsidiary.

Details of Violation/ Deviations:

The company has submitted the valuation certificate based on the unaudited financial statements of the Wholly Owned Subsidiary.

Action Taken by: Reserve Bank of India (Central Office - Overseas Investment Division) has issued a Memorandum of Compounding vide Ref No.: CO.FED.OID. No. S2284/I9-70-289/2025-2026 & UIN-NDWAZ20180131 highlighting an observed contravention under FEMA relating to submission of a valuation report.

Observations/ Remarks of the Practicing Company Secretary: During the period under review, the Company reported/finalized matters relating to the closure of its Wholly Owned Subsidiary (WOS) outside India, which occurred in the year 2020. It was observed that during the disinvestment/closure process, the Company obtained the fair valuation certificate for its shares based on the unaudited financial statements of the WOS.

This was in non-compliance with the first proviso to Regulation 16(1) of the FEMA (Transfer or Issue of Any Foreign Security) Regulations, 2004, which mandates that the fair value must be certified by a Chartered Accountant or Certified Public Accountant based on the latest audited financial statements of the WOS. Since the WOS stands dissolved/closed, the procedural lapse remains un-rectified as of the date of this report.

Management Response: As on 01st August, 2026 the company has moved compounding application pertaining to the contravention as identified. The management is expecting that less than 1 lakh penalty may levied as the default had happened because of an inadvertent mistake during the period of COVID and also had happened due the guidance of Authorize dealer (Citi Bank).

FRAUDS REPORTED BY THE AUDITOR

The auditor of the Company has not reported any fraud to the Audit Committee or Board or to the Central Government under Section 143(12) of the Companies Act, 2013.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable to the Company during the FY 2025-2026.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the

Companies Act, 2013 making them eligible to act as Independent Directors.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration and other particulars of employees, as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Boards Report.

During the financial year under review, Mr. Harpreet Singh Malhotra, Chairman & Managing Director, was the only employee in receipt of remuneration exceeding the limits prescribed under the aforesaid provisions. He was paid a remuneration of TI.08 Crore during the financial year 2025-26. Mr. Malhotra, aged 54 years, is the Promoter of the Company and has been associated with the Company since its inception in 2000. With over two decades of rich experience in the logistics and supply chain industry, he has played a pivotal role in the growth and development of the Company.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the statement containing particulars of employees prescribed under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days and any Member interested in obtaining a copy of the same may write to the Company Secretary at csvishal@tigerlogistics.in. The information will be made available to such Member upon request.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the Company. The Company has also adopted the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information. The Board has appointed Mr. Vishal Saurav Gupta, Company Secretary as the Compliance Officer under the Code.

EVALUATION OF THE BOARDS PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. Kindly refer the point mentioned in the report of corporate governance, which forms an integral part of this annual report.

INTERNAL CONTROL AND INTERNAL AUDIT

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures. The Company has a system of carrying out internal audit, covering all business processes to review the internal control systems. The internal control system and mechanism is reviewed periodically by the Audit Committee to make it robust to meet the challenges of the business.

SUBSIDIARY

The Company has no subsidiary company.

VIGIL MECHANISM

The Company has established a Vigil Mechanism through its Whistle Blower Policy, which enables employees and other stakeholders to report genuine concerns regarding unethical conduct, actual or suspected fraud, or violations of the Companys Code of Conduct. Details of the Whistle Blower Policy are provided in the Corporate Governance Report and are also available on the Companys website at www.tigerlogistics.in.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the period under review the provisions relating to Investor Education and Protection Fund (IEPF) is not applicable to the company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the annual return as on 31st March 2026, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Companyand can be assessed using the link www.tigerlogistics.in.

SECRETARIAL STANDARDS ISSUED BY THE COMPANY SECRETRAIES OF INDIA (ICSI)

The Company is following applicable Secretarial Standards during the financial year 2025-26.

CREDIT RATING

During the year, Infomerics Valuation and Rating Limited upgraded the Companys credit ratings, reflecting its improved financial performance, operational resilience, and strengthened business fundamentals. The long-term rating was upgraded from IVR BBB+/Stable to IVR A-/Stable, while the short-term rating was upgraded from IVR A2 to IVR A2+. The upgraded ratings cover the Companys total bank facilities aggregating to ^4-5.00 crore, including working capital and proposed facilities. The rating agency, in its rationale, recognized the Companys diversified revenue streams, established client relationships, experienced management, asset-light business model, and healthy liquidity position as key strengths.

RELATED PARTY TRANSACTIONS

None of the transactions with the related parties falls under the scope of section 188 (1) of the Act. All contracts/ arrangements/ transaction entered by the Company during the financial year with related parties in the ordinary course of business and on arms length price basis. During the year, the Company has not entered any contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report.

RISK MANAGEMENT POLICY

The Board of Directors has put in place a Risk Management policy for the Company, which includes industry risks, quality risks, project risks and financial/ interest rate / liquidity risks and the structure, infrastructure, processes, awareness and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Companys existence, have been identified by the Board of Directors to mitigate the same.

HEADCOUNT-HUMAN RESOURCE DEVELOPMENT

The total number of employees as on 31^st March 2026 was 240 as against 216 as on 31^st March 2025. BOARD MEETINGS

During the Financial Year 2025-26, five board meetings were convened and held. Rest of the details pertaining to board meeting of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period stipulated under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (C) read with Section 134 (5) of the Companies Act, 2013 the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company

at the end of financial year and of the profit and loss of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the Annual Accounts for the year ended 31st March, 2026 have been prepared on a going concern basis.

e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) that the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have furnished considering the nature of activities undertaken by the company during the year under review (Report "Annexure I” is annexed herewith).

REPORT ON CORPORATE GOVERNANCE

As per Listing Regulations and Agreement with the Stock Exchanges, a detailed report on corporate governance practices followed by the Company together with the certificate from the Practicing Company Secretary confirming compliance, forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiative undertaken by the company on CSR activities during the year are set out in the Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

POLICY TO PREVENT SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to fostering and maintaining a workplace environment that is free from sexual harassment, discrimination, exploitation, and intimidation, thereby ensuring dignity, respect, and equal opportunity for all employees. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) to address and redress complaints relating to sexual harassment at the workplace.

During the financial year under review, no complaints of sexual harassment were received by the Internal Complaints Committee. Accordingly, as there were no cases reported during the year, the Committee submitted a Nil Complaint Report.

WEBSITE COMPLIANCE

As per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has maintained a functional website namely "www.tigerlogistics.in” containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against the company under the IBC.

PARTICULARS OF LOANS AND GURANTEES AND INVESTMENTS UNDER SECTION 186.

The particulars of loans, guarantees and investments have been disclosed in the financial statements. Which forms an integral Part of this annual report.

CONFIRMATION RELATED TO MATERNITY BENEFITS:

In accordance with Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board confirms that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.

MATERIAL DISCLOSURES UNDER THE COMPANIES ACT, 2013.

These material changes and commitments which affects the financial position of the Company occurred between the end of financial year of the Company and date of this report are given below:

• Reappointment of Managing Director.

During the year, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved the reappointment of Mr. Harpreet Singh Malhotra (DIN: 00147977) as the Chairman & Managing Director of the Company for a further period of five (5) years commencing from May 8, 2026 until May 7, 2031, subject to the approval of the shareholders and other applicable statutory approvals.

Subsequently, the Members of the Company approved the reappointment through a Postal Ballot process, with the resolution receiving overwhelming shareholder support.

• Credit Rating

After the closure of FY 2025-26, Infomerics Valuation and Rating Limited reviewed the credit ratings of the Companys bank facilities and reaffirmed the long-term credit rating at IVR A- and the short-term credit rating at IVR A2+. However, the rating agency revised the outlook from "Stable” to "Negative” on account of moderation in profitability margins and an increase in working capital intensity, particularly due to higher receivable levels and prevailing challenges in the global logistics sector.

Despite the revision in outlook, the reaffirmation of the Companys credit ratings reflects its established market position, diversified service portfolio, experienced management team, asset-light business model and adequate financial risk profile. The management has undertaken various measures focused on improving profitability, strengthening working capital management and enhancing operational efficiencies, with a view to restoring the outlook to a stable category over the medium term.

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

None

AWARDS & RECOGNITION

The Company continues to receive recognition from reputed industry forums for its contribution to the logistics and supply chain sector. During the year under review, the Company achieved the following notable accolades:

• Logistics Company of the Year at the All India Maritime and Logistics Awards (MALA) 2025, conferred on August 1, 2025, in recognition of the Companys outstanding performance, innovation, and excellence in the logistics and supply chain industry.

• Logistics Champion (recognition for Mid-Sized Companies) at the 7th India Logistics Strategy Summit, conferred by The Institute of Supply Chain Management on May 7, 2025, acknowledging the Companys significant contribution to the logistics sector and its commitment to operational excellence, customer service, and sustainable growth.

These recognitions reflect the Companys strong market position, customer-centric approach, and unwavering commitment to delivering integrated logistics solutions while creating long-term value for all stakeholders.

ANNEXURES FORMING PART OF DIRECTORS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for the continued support and cooperation extended to the Company by its bankers, customers, vendors, suppliers, dealers, investors, business associates, all the stakeholders, shareholders, debenture holders and various departments of the State and the Central Government.

Your directors appreciate and value the contribution made by every member of the Tiger family.

Place: New Delhi	By order of the Board of directors
Date: 12.08.2026	For Tiger Logistics (India) Limited
	Sd/-
	Harpreet Singh Malhotra
	Chairman cum Managing Director
	(DIN: 00147977)
	Address: D-174, GF, Okhla Industrial Area, Phase-1, New Delhi -110020