Total Transport Systems Ltd Directors Report

To

The Members,

Total Transport Systems Limited

Address: 7th Floor, T-Square, Opp. Chandivali

Petrol pump, Sakinaka, Andheri (East), Mumbai-400072,

Maharashtra, India

Your directors take pleasure in presenting the 30th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31,2025.

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

a. Financial Results

The Companys performance during the year ended March 31,2025, as compared to the previous financial year, is summarized below:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Income	56026.34	39,937.09	66934.47	49187.28
Less: Expenses	54524.79	39,104.61	65983.31	48859.23
Profit / (Loss) before Tax	1501.55	832.48	966.19	320.42
Less: Provision for Tax	-	-	-	-
Income Tax of earlier years w/off	-	-	-	-
Exceptional Income	-	-	-	-
Exceptional Expenditure	-	-	-	-
Profit After Tax	1129.45	629.98	881.41	125.53
APPROPRIATION:
Interim Dividend	-
Final Dividend	-
Tax on distribution of dividend	-
Transfer of General Reserve	-
Balance carried to Balance sheet	1129.45

b. Companys Performance Review:

The Company continues to see marginal growth in its overall performance in the financial year 2024-2025. Driven by the performance of the segment in which the Company operates the quick summary of standalone and consolidated results are given below:

i. Standalone Financial Highlights

During the Financial Year ended March 31, 2025, the Companys total Revenue from operations is INR 56026.34 Lakhs as against INR 39,937.09 Lakhs in the corresponding previous Financial Year ended March 31, 2024.

The Profit/(Loss) after tax for the Financial Year ended March 31,2025, is INR 1501.55 Lakhs as against Profit of INR 832.48 Lakhs in the corresponding previous Financial Year ended March 31, 2024.

ii. Consolidated Financial Highlights

During the Financial Year ended March 31, 2025, the Companys total Revenue from operations is INR 66934.49 Lakhs as against INR 49187.28 Lakhs in the corresponding previous Financial Year ended March 31, 2024.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

c. Operations and change in nature of business, if any:

The Company continues to be engaged in the business of Cargo consolidation and inbound-outbound freight forwarding of cargo through vessel and through aircraft, Freight Forwarding, Logistics, Warehousing and Transportation and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the financial year under review.

d. Share Capital:

During the financial year under review, there has been no change in the Authorized, Issued, Subscribed, and Paid-up Share Capital of the Company.

As of March 31, 2025, the Authorized Share Capital of the Company is INR 17,00,00,000/- divided into 1,70,00,000/- equity shares of INR 10/- each.

Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31, 2025, is INR 16,12,69,730/- divided into 1,61,26,973/- equity shares of INR 10/- each.

e. Dividend, Unpaid Dividend and IEPF:

The Board does not recommend any dividend for the financial year ended March 31,2025.

During the year under review:

Neither the Company was liable to, nor the Company has transferred any amount or shares to the Investor Education & Protection Fund (IEPF) and as on March 31, 2025, Rs.67,159/- is lying in Unpaid Dividend A/c of the Company in respect of dividend which was declared during F.Y. 2022-2023, 2023-2024 and 2024-25.

f. Disclosure with respect to demat suspense account / unclaimed suspense account:

The Company does not maintain any Demat Suspense / Unclaimed Suspense Account in its name; the disclosure pertaining to the same in compliance with Schedule V Para. F of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to the Company for F.Y. 2024-2025.

g. Transfer to Reserves:

The Company has not transferred any amount to General Reserve Account during the financial year under review.

h. Report on performance of Subsidiaries, Associates and Joint Venture:

During the year under review, the Company has 2 Wholly Owned Subsidiaries and 2 Subsidiary Companies. Further the Company also has 1 associate and joint venture Company

The Details of the Subsidiary and Associate are given below:

WHOLLY OWNED SUBSIDIARY COMPANIES:

i. CP World Logistics India Private Limited:

CP World Logistics India Private Limited (CIN: U63090MH2008PTC202404), is a Private Limited Company incorporated on October 31, 2008. The authorized Share Capital of the Company is INR 50,00,000/- divided into 5,00,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-up Share Capital of the Company is INR 1,00,000/- divided into 10,000 equity shares of INR 10/- each.

The Company has a 100% equity stake in CP World Logistics India Private Limited and CP World Logistics India Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(86) of the Companies Act, 2013.

ii. Oneworld Logistics Private Limited:

Oneworld Logistics Private Limited (CIN: U63090MH2010PTC198688), is a Private Limited Company incorporated on January 08, 2010. The authorized Share Capital of the Company is INR 11,50,00,000/- divided into 1,00,00,000 equity shares of INR 10/- each and of 15,00,000 preference shares of INR 10/- each and Issued, Subscribed, and Paid-up Share Capital of the Company is INR 11,42,53,270/- divided into 99,50,000 equity shares of INR 10/- each and 1475327 preference shares of INR 10/- each

The Company has a 100% equity stake in Oneworld Logistics Private Limited and Oneworld Logistics Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

One world was also considered as a material subsidiary of the Company as per the provisions of Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure) Requirements, 2015 for F.Y. 2024-2025.

Your Company has formulated a Policy for determining ‘Material Subsidiaries pursuant to the provisions of Regulation 16 of SEBI LODR Regulations, 2015 and the said Policy is available on Companys website at https://www.ttspl.in/wp-content/uploads/2025/03/1.-Material-Subsidiary-Policy-min.pdf

SUBSIDIARY COMPANIES:

iii. Total Transport Systems Private Limited (Nepal):

Total Transport Systems Private Limited (Registration No.: 62912/065/066), is a Company established under the Companies Act, 2006 on May 21,2009, in Nepal.

The Company has 64% equity stake in Total Transport Systems Private Limited (Nepal) and has thus Total Transport Systems Private Limited has thus become a Subsidiary Company under Section 2(87) of the Companies Act, 2013.

iv. RN Freight Forwarders Private Limited:

RN Freight Forwarders Private Limited (CIN: U63090MH2010PTC207563), is a Private Limited Company incorporated on September 13, 2010. The authorized Share Capital of the Company is INR 41,00,000/- divided into 10,000 equity shares of INR 10/- each and 40,000 Non-Cumulative, Convertible Preference Shares of INR 10/- each and

Issued, Subscribed, and Paid-up Share Capital of the Company INR 41, 00,000/- divided into 10,000 equity shares of INR 10/- each and 40,000 Non-Cumulative, Convertible Preference Shares of INR 10/- each.

The Company has a 60 % equity and preference stake in RN Freight Forwarders Private Limited and has thus become a subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

ASSOCIATE & JOINT VENTURE:

i. Seedeer (India) E-Commerce Private Limited

Our Company entered into a Joint Venture Agreement with Seedeer (Hong Kong) E-Commerce Company Limited on August 23, 2018, and incorporated Seedeer (India) E-Commerce Private Limited.

Seedeer (India) E-Commerce Private Limited (CIN: U74999MH2018FTC318691), is a Private Limited Company incorporated on December 21,2018.

The authorized Share Capital of the Company is INR 2,50,00,000/- divided into 25,00,000 equity shares of INR 10/- each and Issued, Subscribed, and Paid-up Share Capital of the Company is INR 65,00,000/- divided into 6,50,000 equity shares of INR 10/- each.

The Company has 30% equity stake in Seedeer (India) E-Commerce Private Limited and this it is an associate Company of our Company pursuant to Section 2(6) of the Companies Act, 2013.

The consolidated financial statements of the Company for the financial year 2024-2025 are prepared in compliance with the applicable provisions of the Act including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013

Audited financial statements of each of the subsidiary companies is available on the website of the Company and can be accessed at https://www.ttspl.in/disclosure-under-regulation-46-and-62-of-sebi- regulations/separate-audited-financial-statements/

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays, and public holidays up to the date of the Annual General Meeting (‘AGM) as required under Section 136 of the Companies Act, 2013.

Further, a statement containing salient features of the financial statements of the Companys subsidiaries as required in Form AOC 1 is appended as Annexure I to this Report.

i. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

During the financial year 2024-2025, the Company has borrowed the following amount(s) from Directors and the respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

Accordingly, the following amount(s) is /are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:

Name of the Director giving loan	Amount borrowed during the F.Y. 2024-2025	Amount Repaid during the financial year 2023-2024	Amount outstanding as on March 31, 2025
Shrikant Nibandhe	0.00	2,32,18,000	0.00
Leena Salvi	0.00	73,82,000	0.00

j. Particulars of Contracts or Arrangements with Related Parties:

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arms length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMPs, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.

All related party transactions as required under Ind-AS-24 are reported in the notes to the financial statement of the Company.

All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

The Company has also adopted a related party transaction policy.

The policy was approved by the Board and the same is uploaded on the companys website at 3.-Policy-on- related-party-transactions.pdf

k. Conservation of energy, technology absorption and foreign exchange earnings outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

A) Conservation of energy:

Steps taken or impact on conservation of energy.	The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
Steps taken by the company for utilizing alternate sources of energy.	None
Capital investment on energy conservation Equipments	Nil

(B) Technology absorption:

Efforts made towards technology absorption	None
Benefits derived like product improvement, cost reduction, product development or import substitution

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

• Details of technology imported	None
• Year of import	Not Applicable
• Whether the technology has been fully absorbed	Not Applicable
• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

(C) Foreign exchange earnings and Outgo:

	April 01,2024, to March 31, 2025 [2024-2025]	April 01, 2023, to March 31, 2024 [2023-2024]
	Amount in INR	Amount in INR
Actual Foreign Exchange earnings	7259.99	4371.60
Actual Foreign Exchange outgo	5992.33	4350.61

i. Annual Return:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31, 2025, is available on Companys website at https://ttspl.in/disclosure-under-regulation-46-and-62- of-sebi-regulations/annual-return-as-provided-under-section-92/

m. Particulars of Loans granted, Guarantees given, or Investments made, or security provided under Section 186 of the Companies Act, 2013:

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the provisions of Section 186 of the Act, are given in Note no. 07 to the standalone financial statements in the Annual Report.

n. Disclosure under Section 134(3)(i) of the Companies Act, 2013:

There are no material changes or commitments affecting the financial position of the Company, subsequent to the close of the Financial Year 2024-2025 till the date of this Report.

o. Internal Financial Control Systems and their adequacy:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

Significant audit observations, if any, and the corrective actions taken thereon are presented to the Audit Committee of the Company.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Board of Directors & Key Managerial Personnel (KMP):

i. Appointment:

There are no appointments of Directors or KMPs during the Financial Year ended March 31,2025.

ii. Details of the Directors and KMPs resigned during the year:

Mr. Mangina Srinivas Rao (DIN: 08095079) has resigned from the position of Non-Executive Independent Director with effect from October 01, 2024.

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 (the ‘Act) and SEBI Listing Regulations.

As of March 31, 2025, the Board of the Company comprises of 6 Directors out of which 1 is Managing Director, 2 are Whole time Directors, 1 is Non-Executive Non-Independent Director and 2 are Independent Directors as mentioned below:

Sr. No.	Name of Directors & KMPs	Designation	DIN/PAN
1.	Mr. Makarand Prabhakar Pradhan	Managing Director	00102413
2.	Mrs. Leena Prashant Salvi	Non-Executive Non-Independent Director	07784529
3.	Mr. Sanjiv Arvind Potnis	Whole time Director	00102090
4.	Mr. Shrikant Damodar Nibandhe	Whole time Director and Chief Financial Officer (“CFO”)	01029115
5.	Mr. Sandesh Madhukar Kirkire	Non-Executive Independent Director	01854543
6.	Mr. Rajiv Mathuraprasad Saxena	Non-Executive Independent Director	08336424
7.	Mr. Bhavik Shantilal Trivedi	Company Secretary & Compliance Officer	AGWPT7882P

b. Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

A proposal for re-appointment of Mr. Sanjiv Arvind Potnis, retiring director, as whole time Director & Mr. Makarand Prabhakar Pradhan, retiring director, as Managing Director of the Company shall be placed before the shareholders of the Company at the ensuing Annual General Meeting as per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

Your directors recommend their approval.

c. Declaration by Independent Directors:

The Company has duly complied with the definition of ‘Independence according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

a) Evaluation by Independent Director

In a separate meeting of Independent Directors held on February 13, 2025, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of executive director.

b) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32C7A1 of the Listing Regulations:

During F.Y.2022-2023, the Company issued and allotted 18,20,973 equity shares of INR. 10/- each at an issue price of INR. 111.16/- per equity share, aggregating to INR. 20,24,19,359 (including securities premium of INR. 101.16/- Per Share) on October 19, 2022.

The aforesaid issuance of equity shares was made to Promoter and Non-Promoter category Individuals in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2023.

The aforementioned funds were raised to meet the long-term working capital requirements and to reduce finance cost of the Company and the funds were utilized for the said object only and there was no deviation(s) or variation(s) in the use of proceeds.

The said funds were fully utilized during the financial year under review (i.e., 2024-2025).

c) Disqualification of Directors:

During the financial year 2024-2025 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. Further the Company has also taken a certificate of non-disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) which is enclosed with the annual report.

d) MD / WTD draws commission from co, and also draws remuneration or commission drawn from holding / subsidiary company

Neither the Managing Director nor the Whole Time Directors of the Company have drawn any remuneration/ commission from the subsidiary companies of the Company.

Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is not applicable for financial year 2024-2025.

3. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES

a) Board Meetings:

During the year under review the Board of Directors met four times at their meeting held on May 27, 2024, August 12, 2024, November 11, 2024, & February 13, 2025.

Gap between two Board meetings during the year under review did not exceed one hundred and twenty days. A requisite quorum was present for all the meetings.

The attendance of the Board members at the Board meetings held during the year is as follows:

Name of the Directors	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Makarand Prabhakar Pradhan	Managing Director	4	4
Mrs. Leena Prashant Salvi	Non-Executive Director	4	4
Mr. Sanjiv Arvind Potnis	Executive Director	4	4
Mr. Shrikant Damodar Nibandhe	Executive Director	4	4
Mr. Sandesh Madhukar Kirkire	Non-Executive Independent Director	4	4
Mr. Mangina Srinivas Rao	Non-Executive Independent Director	2	2
Mr. Rajiv Mathuraprasad Saxena	Non-Executive Independent Director	4	4

b) Audit Committee:

The Audit Committee of Board of Directors is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation and there was no change in the composition of the audit committee during the financial year under review.

The Audit Committee Comprises of:

Name of Members	Designation
Mr. Rajiv Mathuraprasad Saxena	Chairman (Independent Director)
Mr. Sandesh Madhukar Kirkire	Member (Independent Director)
Mr. Sanjiv Arvind Potnis	Member (Executive Director)

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary of the Company acts as a secretary to the Committee.

The Audit Committee met four times during the financial year ended on March 31, 2024, at their meeting held May 27, 2024, August 12, 2024, November 11,2024, & February 13, 2025.

The attendance of the members at the Audit committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Rajiv Mathuraprasad Saxena	Chairman	4	4
Mr. Sandesh Madhukar Kirkire	Member	4	4
Mr. Sanjiv Arvind Potnis	Member	4	4
Mr. Mangina Srinivas Rao	Member	2	2

* Mr. Mangina Srinivas Rao resigned w.e.f October 1, 2024

During the financial year under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

c) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Board of Directors is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the said section and Regulation and there was no change in the composition of the nomination & remuneration committee during the financial year under review.

The Nomination & Remuneration Committee comprises of:

Name of Members	Designation
Mr. Sandesh Madhukar Kirkire	Chairman (Independent Director)
Mr. Rajiv Mathuraprasad Saxena	Member (Independent Director)
Mrs. Leena Prashant Salvi	Member (Non-Executive Director)

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

• Minimum Qualification

• Positive Attributes

• Independence

• Experience

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://www.ttspl.in/investor-relation/

The Nomination & Remuneration Committee met 2 times during the financial year ended on March 31,2025, at their meeting held on August 12, 2024 & February 13, 2025.

The attendance of the members at the Nomination & Remuneration committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Sandesh Madhukar Kirkire	Chairman	2	2
Mr. Rajiv Mathuraprasad Saxena	Member	2	2
Mrs. Leena Prashant Salvi	Member	2	2
Mr. Mangina Srinivas Rao	Member	1	1

* Mr. Mangina Srinivas Rao resigned w.e.f October 1, 2024

d) Stakeholder Relationship Committee:

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Stakeholder Relationship Committee is in conformity with the provisions of the said section and Regulation and there was no change in the composition of the Stakeholder Relationship Committee during the financial year under review.

The Stakeholder & Relationship Committee comprises of:

Name of Members	Designation
Mr. Rajiv Mathuraprasad Saxena	Chairman (Independent Director)
Mr. Sanjiv Arvind Potnis	Member (Executive Director)
Mr. Sandesh Madhukar Kirkire	Member(Independent Director)

The Company Secretary of the Company acts as the Secretary of the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee met 1 time during the financial year ended on March 31, 2025, at their meeting held on November 11, 2024.

The attendance of the members at the Stakeholders Relationship Committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Rajiv Mathuraprasad Saxena	Chairman	1	1
Mr. Sanjiv Arvind Potnis	Member	1	1
Mr. Sandesh Madhukar Kirkire	Member	1	1
Mr. Mangina Srinivas Rao	Member	0	0

• Mr. Mangina Srinivas Rao resigned w.e.f October 1, 2024

e) Meeting of Independent Directors

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on February 13, 2025, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

• Review the performance of non-independent directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

f) Vigil Mechanism for the Directors and Employees:

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistleblowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The said policy is also available on the website of the Company at https://ttspl.in/wp-content/uploads/2022/08/Vigil- Mechanism-min.pdf

g) Corporate Social Responsibility Policy:

The Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company. The CSR policy is available on the website of the Company https://www.ttspl.in/investor-relation/

The Company undertakes one or more activities which fall within the provisions of Schedule VII of the Act.

During the year, the Company was required to spend an amount of INR 29,54,868/- on CSR activities and the Company has spent an amount of INR 29,54,868/- during the year.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act), is annexed to this report as “Annexure II” to this Report.

h) Annual Evaluation of Directors, Committee and Board as a whole:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

The manner in which the evaluation has been carried out has been explained below:

• Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman by the Nomination and Remuneration committee as per the structured mechanism who were evaluated on following parameters / criteria:

• Participation and contribution by a director,

• Commitment (including guidance provided to senior management outside of Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

• Integrity and maintenance of confidentiality,

• Independence of behavior and judgment,

• Observance of Code of Conduct, and

• Impact and influence

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self -assessment test conducted by; the Indian Institute of Corporate Affairs the in accordance with the provisions of Section 150 of the Act.

4. AUDITORS OF THE COMPANY:

a) Statutory Auditors:

In terms of provisions of Section 140 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014; M/s S R B C & Co. LLP, Chartered Accountants (Firm Registration Number: 324982E/E300003), were appointed as the statutory auditor of the Company vide resolution passed by the shareholders at the 28th annual general meeting of the Company, held on September 25, 2023; for a term of 5 years to hold office from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting have tendered their resignation dated 6th August 2025.

Accordingly, the Board of Directors have recommended to the members to appoint M/s. M. P. Chitale & Co. Chartered Accountants (Firm Registration No. 101851W) or a period of 05 years at the ensuing annual general meeting of the Company. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

The necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

b) Observations of Statutory auditors on accounts for the year ended March 31, 2025:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2025 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Reporting of frauds by statutory auditors under Section 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

d) Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain a Secretarial Audit Report from a Practicing Company Secretary.

Accordingly, M/s. Mishra & Associates, Practicing Company Secretaries were appointed as a secretarial auditor by the Board on May 27, 2024, to issue Secretarial Audit Report for the financial year 2024-2025.

Secretarial Audit Report issued by M/s. Mishra & Associates in Form MR-3 for the financial year 2024-2025 dated August 06, 2025, forms part of this report.

Observations of Secretarial auditors for the year ended March 31, 2025:

The replies to the comments of Secretarial Auditors in Auditors Report are as follows:

Sr. No.	Observation Remark	Management Response
1.	Company has submitted the disclosure required under Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to related party transactions with a delay of one (1) day.	“The Board of Directors acknowledged the fine levied by NSE and emphasized the necessity for heightened diligence in ensuring timely compliance with regulatory requirements. Additionally, the Board suggested that the Company should be more conscious of regulatory requirements, strictly adhere to the timelines prescribed, and adopt a backward planning approach to ensure timely submissions and prevent recurrence of such violations.”

Further, in compliance to Regulation 24A of Listing Regulations, M/s Oneworld Logistics India Private Limited; the material unlisted subsidiaries of the Company have undertaken the secretarial audit for the financial year 2024-2025.

The Secretarial audit reports of the material unlisted subsidiary is appended with the annual report of the Company.

e) Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

f) Maintenance of Cost records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

g) Internal auditor:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, the Board has on May 27, 2024, appointed M/s. NMJ & Associates, Chartered Accountants as Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2024-2025.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Details of significant and material orders passed by the Regulator or Court or Tribunal:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and companys operation in future.

b. Risk Management Policy:

The Company has a risk management framework in place for identification and management of risks including to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

c. Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2025, the Board of Directors hereby confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

b. such accounting policies have been selected and applied consistently, and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31,2025, and of the profit/loss of the Company for that year,

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. the annual accounts of the Company have been prepared on a going concern basis,

e. They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and,

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively,

d. Disclosure regarding Internal Complaints Committee under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 20242025.

Particulars	Number
Number of cases pending as on the beginning of the financial year	NIL
Number of complaints filed during the year	NIL
Number of cases pending as on the end of the financial year	NIL
Number of cases pending for a period exceeding 90 days	NIL

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

e. Statement on Compliance with Maternity Benefit Act, 1961:

During the year under review the Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

f. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

h. Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

i. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

j. Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

k. Disclosure of reason for difference between valuation done at the time of taking loan from Bank and at the time of One Time Settlement:

There was no instance of a one-time settlement with any Bank or Financial Institution.

l. Disclosure in relation to Maternity Benefits Act, 1961.

The company hereby states that it has complied fully with the specific provisions of the Maternity Benefit Act, along with all other applicable statutory provisions.

m. Compliances of Secretarial Standards:

The Company is in compliance with all the applicable secretarial standards on Board and General Meetings issued by the Institute of Company Secretaries of India.

n. Particulars of Employees:

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are given in “Annexure III” to this Report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format are appended as Annexure IV to this report.

Further the Company has no employee who is in receipt of remuneration of either:

1. Rs. 8,50,000 /- per month or INR 1,02,00,000/- per annum or

2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director of the Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the equity shares of the Company

o. Management Discussion and Analysis:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as “Annexure V.”

p. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during the financial year 2024-2025.

q. Criteria for making payments to Non-Executive Directors:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors.

The policy is available on the website at https://ttspl.in/wp-content/uploads/2022/08/Making-Payments-to-Non- Executive-Directors-min.pdf

r. Corporate Governance:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the financial year 2024-2025 is enclosed with the annual report.

s. Code of Conduct:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

t. Insider Trading:

The Board has in consultation with the Stakeholders Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

u. Means of Communication:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Companys Website and stipulated communications to the Stock Exchange where the Companys shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companys Policies etc.

v. Human Resources:

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31, 2025, there were a total of 399 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

w. Website:

The Company has a website addressed as www.ttspl.in. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

x. Disclosure pursuant to Section 67(3) of Companies Act, 2013:

Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates is not applicable to the Company during the financial year 2024-2025 pursuant to Section 67(3) of the Companies Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.

y. Disclosure pursuant to Schedule V Part II Section II of Companies Act, 2013:

The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate Governance report.

z. Indian Accounting Standards- IFRS Converge Standards:

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

aa. Listing on Stock Exchange:

The Equity shares of the Company listed on the Main Board of National Stock Exchange of India Limited (NSE).

ab. Depository System:

Your Companys equity shares are in Demat form. The Company has appointed Central Depository Services India Limited (CDSL) as designated depository to the Company.

ac. Awards and Achievements:

Your Company has a long list of Awards and Recognition during its long legacy of three decades. The Company has been felicitated at various forums by valuable stakeholders in the business.

ad. Annual Listing Fees to the Stock Exchanges:

Total Transport Systems Limited have listed its equity shares on the Main Board of National Stock Exchange of India Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2024-2025 and 2025-2026.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board
For and on behalf of Total Transport Systems Limited
SD/-	SD/-
Makarand Prabhakar Pradhan	Shrikant Damodar Nibandhe
Managing Director	Whole-Time Director & Chief Financial Officer
DIN:00102413	DIN:01029115
Date: August 06, 2025	Date: August 06, 2025
Place: Mumbai	Place: Mumbai