TransIndia Real Estate Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 4 th Annual Report along with the Audited Financial Statements of Transindia Real Estate Limited ("TREL" or the "Company") for the year ended March 31, 2025 ("F.Y. 2024-25").

?‚? FINANCIAL HIGHLIGHTS

( in Lakhs)

Particulars Consolidated Standalone

March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024

Income from operations (Continuing)
Revenue from operations	8,263	9,682	5,485	7,477
Other Income	2,628	2,351	5,361	7,434
Total Income	10,891	12,033	10,846	14,911
Expenses
Operating expenses	792	1,926	434	1,710
Employee benefits expense	1,537	947	1,537	947
Depreciation and amortisation expense	1,697	1,620	647	725
Finance costs	337	818	286	726
Other Expenses	2,296	1,402	2,523	1,226
Total Expenses	6,661	6,713	5,427	5,334
Profit before exceptional items and tax	4,230	5,320	5,419	9,577
Exceptional items	3,212	28,156	(235)	30,221
Profit before tax after exceptional items	7,442	33,476	5,184	39,798
Tax expense:
-Current tax	1,748	9,485	1,047	9,418
-Deferred tax	431	(403)	541	(148)
Total Income Tax Expense	2,179	9,082	1,588	9,271
Profit after tax from continuing operations	5,263	24,394	3,596	30,527
Discontinued operations
Profit before tax for the year from discontinued operations	-	2,113	-	1,488
Exceptional Item	-	(1,488)	-	(1,488)
Income Tax Expense/(Credit)	-	27	-	-
Profit for the year from discontinued operations	-	652	-	-
Profit for the year from Continuing and Discontinuing Operations	5,263	25,046	3,596	30,527
Other comprehensive Income/Expenses
Items that will not be reclassified to subsequently to Profit and Loss	(5)	(14)	(5)	(14)
Items that will not be reclassified to subsequently to Profit and Loss	-	-	-	-
Other comprehensive Income for the year, net of tax	(5)	(14)	(5)	(14)
Total comprehensive Income for the period	5,258	25,032	3,591	30,513
Total comprehensive Income attributable to:
Equity holders of the parent	5,258	25,027	-	-
Non-controllng interest	-	5	-	-
Other comprehensive Income attributable to
Equity holders of the parent	(5)	(14)	-	-
Non-controlling interest	-	-	-	-

The Annual Audited (Standalone and Consolidated) Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 (the "Act")and are prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. The Annual Audited (Standalone and Consolidated) Financial Statements of the Company are prepared on a going- concern basis.

?‚? PERFORMANCE OVERVIEW

During the financial year ended March 31, 2025, the

micro-markets around Mumbai, Bengaluru, Delhi NCR, Kolkata and Chennai. With a substantial land bank of close to 300 acres, we are well-equipped to advance the development of large-scale industrial and logistics parks, in-city warehousing facilities, data centres and other related infrastructure. Our robust portfolio and strategic positioning enable us to capitalise on emerging trends and continue our growth trajectory in the industrial real estate market.

4. SHARE CAPITAL

The Capital Structure of the Company is as follows:

Authorised Share Capital Amount ( ) 27,50,00,000 Equity Shares of 2 each 55,00,00,000 Total 55,00,00,000

Company reported total income including revenue from operations on a standalone basis of 10,846 lakhs as

Issued, Subscribed and Paid-up Share

Capital

Amount ( )

compared to 14,911 lakhs in the previous year. The Company and its subsidiarys total income including revenue from operations on a consolidated basis of

10,891 lakhs as compared to 12,033 lakhs in the

previous year.

The Company reported, standalone profit before exceptional items and tax of 5,419 lakhs as compared to

9,577 lakhs in the previous year whereas consolidated profit before exceptional items and tax of 4,230 lakhs as compared to 5,320 lakhs in the previous year.

The Company reported, standalone net profit of 3,596 lakhs as compared to 30,527 lakhs in the previous year while the consolidated net profit of 5,263 lakhs as compared to 25,046 lakhs in the previous year.

3. BUSINESS OVERVIEW AND STATE OF THE COMPANYS AFFAIRS

The Company over the years has successfully developed and exited nearly 5 million square feet of warehouse space in close partnership with institutional investors. These strategic collaborations have strengthened our position as a leading player in the logistics real estate sector. The synergies gained from these experiences combined with growing domestic market, low labour cost, increasing infrastructure spending by the Government and increasing level of foreign direct investment, uniquely position us to seize future opportunities. Our company specialises in the development and leasing of industrial and logistics parks, Container Freight Station (CFS), Inland Container Depot (ICD), Private Freight Terminal (PFT) and other real estate assets to the key market players within the logistics sector. Additionally, we also engage in the development of other real estate assets, providing comprehensive solutions to meet the diverse needs of our clients. We have successfully delivered projects across major markets in India, which includes

24,56,95,524 Equity Shares of 2 each 49,13,91,048

Total 49,13,91,048

?‚? TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the reserves of the Company.

?‚? LIQUIDITY

Your Company maintains sufficient cash to meet its operations and strategic objectives. On standalone basis, the company reported, cash and investments (net of borrowings) of 11,960 Lakhs as at March 31, 2025 as compared to 35,865 Lakhs as at March 31, 2024.

?‚? DIVIDEND

During the financial year, the Board of Directors of the Company had declared Interim Dividend of 0.50 per share of face value of 2 per share. To support the Companys growth plans and strengthen future opportunities, the Board of Directors has decided to retain profits for reinvestment and therefore, no final dividend is proposed for F.Y.2024?€“25.

?‚? DEPOSITS

The Company has not accepted any public deposits, and accordingly, no principal or interest amount was outstanding in respect of such deposits as on the date of the Balance Sheet. Furthermore, the Company has not borrowed any funds from its Directors or their relatives, in accordance with the definition of deposit under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

?‚? CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the Companys business.

?‚? MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitment affecting the financial position of the company between the end of the financial year to which these financial statements relate and the date of the report.

Further, the Board of Directors, at its meeting held on August 07, 2025, approved a Scheme of Merger of Madanahatti Logistics and Industrial Parks Private Limited, a Wholly Owned Subsidiary with Transindia Real Estate Limited, the Holding Company.

The merger is subject to regulatory approvals and

Sr. Name of Subsidiaries No.

?‚? Jhajjar Warehousing Private

Limited

?‚? AGL Warehousing Private

Limited#

?‚? Transindia Freight Services

Private Limited*

?‚? Allcargo Inland Park Private

Limited

Subsidiary/ Wholly Owned Subsidiary/ Associate/ Joint Venture

Wholly Owned Subsidiary Wholly

Owned Subsidiary Wholly Owned

Subsidiary Wholly Owned Subsidiary

% of holding

100

100

100

100

compliance with the applicable laws. The Company will make all requisite disclosures to the stock exchanges and other stakeholders as and when there are further developments in connection with the scheme.

?‚? SUBSIDIARY/ASSOCIATE/JOINT VENTURE

COMPANIES

During the year, the Company have 13 subsidiaries as

mentioned below:

Subsidiary/

Wholly

During the year under review, the Company has converted loans extended to subsidiaries of the Company namely Koproli Warehousing Private Limited, Allcargo Inland Park Private Limited, Avvashya Inland Park Private Limited, Marasandra Logistics and Industrial Parks Private Limited and Jhajjar Warehousing Private Limited into equity shares of the respective Companies. This conversion helps the subsidiaries to reduce their debt burden and improve their overall financial health, while simultaneously increasing the Companys ownership stake in these entities.

Sr. Name of Subsidiaries No.

Owned Subsidiary/ Associate/ Joint Venture

% of holding

The Board of Directors of Madanahatti Logistics and Industrial Parks Private Limited, a Wholly Owned Subsidiary Company at its meeting held on March 24, 2025, approved the redemption of 1,07,78,147 Class A

?‚? Koproli Warehousing Private

Limited

Subsidiary 99.17

Optionally Convertible Debentures, held by the Company.

?‚? Allcargo Warehousing Management Private Limited

?‚? Avvashya Projects Private

Limited

?‚? Madanahatti Logistics and Industrial Parks Private Limited

?‚? Marasandra Logistics and Industrial Parks Private Limited

?‚? Bhiwandi Multimodal Private

Limited

?‚? Avvashya Inland Park Private

Limited

?‚? Dankuni Industrial Parks Private Limited

?‚? Hoskote Warehousing Private

Limited

Wholly Owned Subsidiary Wholly

Owned Subsidiary Wholly Owned

Subsidiary Wholly Owned Subsidiary Wholly Owned Subsidiary Wholly Owned Subsidiary Wholly Owned Subsidiary Wholly Owned Subsidiary

100

100

100

100

100

100

100

100

#The Company held 93.38% equity stake in AGL Warehousing Private Limited, a Subsidiary Company with the remaining 6.62% held by Contech Logistics Solutions Private Limited. On July 23, 2024, the Company executed a Share Purchase Agreement with Contech Logistics Solutions Private Limited and AGL Warehousing Private Limited to acquire the remaining equity shares. W.e.f. July 24, 2024, AGL Warehousing Private Limited became a Wholly Owned Subsidiary of the Company.

*Further, the Company entered into Share Purchase Agreement with Transindia Freight Services Private Limited to acquire 100% of its equity shares and w.e.f. from September 6, 2024, Transindia Freight Services Private Limited has become Wholly Owned Subsidiary of the Company.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance and financial position of each of the subsidiaries are given in Form AOC-1 annexed as "Annexure-I" to this Boards Report.

In accordance with the third proviso of Section 136(1) of the Act, the Annual Report of the Company containing therein its standalone and consolidated financial statements together with relevant documents has been placed on the Companys website at https:// Further, as per the fourth proviso of the said section, the audited annual accounts of each of the subsidiary companies have also been placed on the Companys website.

During the year review, none of the Company ceased to be the subsidiary of the Company.

There are no associate or joint venture companies within

the meaning of Section 2(6) of the Act.

?‚? MATERIAL SUBSIDIARIES

As on March 31, 2025, the Company has 2 (two) unlisted material subsidiaries viz., Koproli Warehousing Private Limited and AGL Warehousing Private Limited. The Company has a policy for determining material subsidiaries and the same is available on the Companys website at https:// corporate-policies/ .

?‚? PARTICULARS OF CONTRACTS/ARRANGEMENTS

WITH RELATED PARTIES

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at . co.in/investors-corporate-policies/ . All Related Party Transactions are placed before the Audit Committee for its review and approval. An omnibus approval from Audit Committee is obtained for the Related Party Transactions which are repetitive in nature. All transactions with Related Parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and Companys Policy on Related Party Transactions. All related party transactions undertaken by the Company with its related parties, as defined under Section 2(76) and falling within the scope of Section 188(1) of the Act, were within the threshold limits prescribed under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. Accordingly, the disclosure requirement in Form AOC-2 under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable for the financial year 2024-25.

Your Company did not enter into any Related Party Transactions during the year under review, which are prejudicial to the interest of minority shareholders.

Pursuant to the provisions of Regulation 23 of SEBI Listing Regulations, the Company has filed half yearly reports to the stock exchanges, for the Related Party Transactions.

?‚? PARTICULARS OF LOANS, INVESTMENTS,

GUARANTEES OR SECURITIES

The Company is engaged in the business of providing infrastructural facilities, including the development of real estate in relation to warehouses and logistic parks, which falls within the scope of Schedule VI of the Companies Act, 2013. Accordingly, in terms of Section 186(11) of the Act, the provisions of Section 186 (except sub-section (1)) relating to loans, guarantees, securities and investments are not applicable to the Company.

?‚? BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse board in its success. Your Board of Directors has adopted Board Diversity Policy which sets out the approach to the diversity of Board of Directors. The said Policy is available on the Companys website at https://

?‚? DIRECTORS AND KEY MANAGERIAL PERSONNELS ("KMPs")

Board of Directors

As on March 31, 2025, the Board of Directors consists of 6 (Six) Directors, comprising 3 (Three) Non- Executive Independent Directors, including 1 (One) Woman Independent Director, 2 (Two) Non-Executive Non-Independent Director including 1 (One) Woman Non-Executive Non-Independent Director and 1 (One) Executive Director. The details of Board of Directors and Committee composition and other details are available in the Corporate Governance Report. In terms of the requirement of SEBI Listing Regulations, Board of Directors has identified skills, expertise and core competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of your Board of Directors are detailed in the Corporate Governance Report.

KMPs

As on March 31, 2025, following are the KMPs of your Company as per Section 2(51) and Section 203 of the Act:

Sr. No.	Name	Designation
1.	Mr. Jatin Chokshi	Managing Director
2.	Mr. Ram Walase	Chief Executive Officer
3.	Mr. Nilesh Mishra	Chief Financial Officer

4. Mrs. Khushboo Mishra Company Secretary

and Compliance Officer

Appointment/Cessation/Change in Director and KMPs during the year under review

Mr. Nilesh Mishra has been appointed as the Chief Financial Officer of the Company w.e.f. January 30, 2025, as recommended by Nomination and Remuneration Committee and approved by the Board of Directors at their meeting held on January 30, 2025.

Consequent to the appointment of Mr. Nilesh Mishra as the Chief Financial Officer of the Company, the designation of Mr. Mahesh Shetty existing Chief Financial Officer, has been changed to Head ?€“ Risk Management and Process Improvement w.e.f. January 30, 2025.

Subsequent to the closure of the financial year i.e March 31, 2025

Mr. Ram Walase, who is currently serving as Chief Executive Officer, was appointed as an Additional Director and Whole Time Director designated as Executive Director of the Company as recommended by Nomination and Remuneration Committee and approved by the Board of Directors at their meeting held on August 07, 2025 at, for a term of 3 (three) consecutive years commencing from August 07, 2025 to August 06, 2028, subject to the approval of the shareholders.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder, Ms. Shloka Shetty (DIN:10052463), Non- Executive, Non- Independent Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting ( "AGM" ) and being eligible, offers herself for re-appointment.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act.

During the year under review, the Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them, if any, for the purpose of attending meetings of the Board of Directors/ Committees of the Company.

?‚? MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board of Directors met 4 (Four) times during the year. The details of the meetings are furnished in the Corporate Governance Report which is annexed as "Annexure-II" to this Boards Report. The gap between two Board Meetings was within the time prescribed under the Act and SEBI Listing Regulations.

?‚? DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Further, in the opinion of the Board of Directors, all the Independent Directors possess the integrity, expertise

and experience including the proficiency required to be

an Independent Directors of the Company.

?‚? EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEE(S) AND INDIVIDUAL DIRECTORS

Details of Evaluation of Performance of the Board of Directors, its Committees and Individual Directors are disclosed in the Corporate Governance Report.

?‚? DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

?‚? In the preparation of Annual Accounts for the F.Y. 2024-25, the applicable accounting standards have been followed and there has been no material departure;

?‚? The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the Profits of the Company for the F.Y. 2024-25;

?‚? The Directors have taken proper and sufficient care to the best of their knowledge and ability 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;

?‚? The Directors have prepared annual accounts on a going concern basis;

?‚? The Directors have laid down proper Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively;

?‚? The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

?‚? HUMAN RESOURCE MANAGEMENT AND

MANAGERIAL REMUNERATION

We are committed to hiring and retaining the best talent and being among the industrys leading employers. We focus on promoting a collaborative, transparent and participative organisational culture, rewarding merit and sustained high performance. Our Human Resource Management focuses on talent-growth opportunities, people-centric culture, career and learning and awards and recognition which helps the employees to grow in their careers and navigate their next.

Details required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of the ratio of remuneration of each director to the median employees remuneration are annexed as "Annexure-III" to this Boards Report.

?‚? 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 are annexed as "Annexure-IV" to this Boards Report in the format as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on Companys website at https://

Chief Financial Officer of the Company has certified that the funds disbursed for CSR related activities have been utilised for the purpose and in the manner as recommended by CSR Committee and approved by the Board of Directors for the F.Y. 2024-25.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act, read with the rule 8 of the Companies (Accounts) Rules, 2014, is annexed as "Annexure-V" to this Boards report.

?‚? MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report ("MDAR") forms part of this Annual Report.

?‚? AUDITORS AND AUDITORS REPORT

?‚? STATUTORY AUDITORS

M/s. C.C. Dangi & Associates, Chartered Accountants (ICAI FRN: 102105W), were appointed as the Statutory Auditors of the Company at the AGM held on September 30, 2022, for a term of 5 consecutive years from the conclusion of 1 st Annual General Meeting till the conclusion of 6 th Annual General Meeting to be held in the F.Y. 2026-27.

The Auditors have confirmed their eligibility limits as prescribed under the Act and that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditors Reports on the Annual Audited Financial Statements for the F.Y. 2024-25 forms part of this Annual Report.

The Statutory Auditors Report do not contain any qualification, reservation or adverse remark or disclaimer.

?‚? SECRETARIAL AUDITORS

The Secretarial Audit Report in Form MR-3 and Annual Secretarial Compliance Report issued by M/s. AVS & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company, a Peer Review Firm (Peer Review No. 1451/2021) for the F.Y. 2024-25 is annexed as "Annexure-VI" to this Boards Report pursuant to Compliance with Section 204 of the Act and Regulation 24A of SEBI Listing Regulations.

The Secretarial Auditor, in his report, stated that there were three material related party transactions for which the Company obtained post-facto approvals from Audit Committee and the Shareholders, as required under Regulations 23(2) and 23(4) of SEBI Listing Regulations. Upon identification of these transactions, the Company promptly secured the necessary post-facto approvals from the Audit Committee on January 30, 2025 and from the Shareholders on March 09, 2025 and ensuring compliance with the applicable regulatory requirements.

Apart from as mentioned above, the Secretarial Auditors Report and Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark or disclaimer which has any material adverse effect on the functioning of the Company.

In compliance with Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company on the recommendation of the Audit Committee, has approved the appointment of M/s. AVS & Associates, Practicing Company Secretaries, a Peer Review Firm (CP No: 16806 and Peer Review Certificate No. 1451/2021) as the Secretarial Auditors of the Company for 1 st term of five consecutive years from

F.Y. 2025-26 to F.Y. 2029-30.

A detailed proposal for appointment of M/s. AVS and Associates, as the Secretarial Auditors of the Company forms part of the Notice convening 4 th AGM.

The Secretarial Audit Reports in Form MR-3 of Koproli Warehousing Private Limited and AGL Warehousing Private Limited, Material Unlisted Subsidiaries of the Company, received from M/s. AVS & Associates, for the F.Y. 2024-25 is annexed as "Annexure-VII" to this Boards Report.

?‚? INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the

Companys processes. The Internal Audit function develops an Audit Plan for the Company, which inter-alia , covers core business operations as well as support functions which is reviewed and approved by the Audit Committee on an annual basis. The Internal Audit approach verifies compliance with the operational and system related procedures and controls. Significant audit observations, if any, are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

During the year under review, there is no suspected frauds or irregularity or a failure of internal control systems of a material nature which require reporting to the Board of Directors or the Audit Committee.

?‚? REPORTING OF FRAUD BY THE AUDITORS OF THE COMPANY UNDER SECTION 143(12)

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported to the Board of Directors or the Audit Committee, as required under Section 134(3)(ca) and 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

?‚? MAINTENANCE COST RECORDS

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

?‚? NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted the Nomination and Remuneration Policy for selection and appointment of Directors, Senior Management including KMPs and their remuneration. The details of the Policy are stated in the Corporate Governance Report and have been placed on the Companys website at https:/ transindia.co.in/investors-corporate-policies/ .

?‚? RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The policy of risk management is available on the Companys website at https:/ investors-corporate-policies/ .

?‚? WHISTLE BLOWER POLICY AND VIGIL

MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. The Company hereby affirms that no director/employee has been denied access to the Chairman of Audit Committee and that no complaints were received during the year. The Company is committed to highest standards of ethical, moral and legal business conduct.

Accordingly, the Board of Directors has formulated Vigil Mechanism which provides a robust framework for dealing with genuine concerns and grievances. Specifically, employees can raise concerns regarding any discrimination, harassment, victimisation, any other unfair practice being adopted against them or any instances of fraud by or against your Company.

The policy of whistle blower/vigil mechanism is available on the Companys website at . co.in/investors-corporate-policies/ .

?‚? PREVENTION OF SEXUAL HARASSMENT AT

WORKPLACE

The Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

The Company has framed Policy and Guidelines for Prevention and Prohibition of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( "POSH Act" ) which is hosted on the Companys website at https:// The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R&D setups and corporate office during the year under review.

Details required as per Rule 8 of Companies (Accounts) Rules, 2014 are mentioned below:

Sr. No.	Particulars	No. of Complaints
1.	Number of complaints of sexual harassment received during the year	0
2.	Number of complaints disposed off during the year	N.A.
3.	Number of cases pending for more than ninety days	N.A.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the POSH Act. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. The Company has duly constituted internal complaint committee as required under the provisions of POSH Act.

?‚? MATERNITY

The Company has complied with the provisions relating

to the Maternity Benefits Act, 1961.

?‚? CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code, inter-alia , lays down the procedures to be followed by designated persons while trading/dealing in your Companys shares and sharing Unpublished Price Sensitive Information ( "UPSI" ). The Code covers your Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on the Companys website at https:// investors-corporate-policies/ .

?‚? INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place an Internal Financial Control System, commensurate with the size, scale and complexity of its operations to ensure proper recording of financial and operational information and compliance with various internal controls, statutory compliances and other regulatory compliances.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The finance department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of the Internal Audit function, corrective actions in the respective area are undertaken and controls are strengthened. Significant audit observations, if any, and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board of Directors. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The details in respect of internal financial controls and their adequacy are included in the Management discussion and Analysis, forms part of this Annual Report.

?‚? CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain highest standards of corporate governance practices. The report on Corporate Governance as per Regulation 34(3) read with Para C of Schedule V of SEBI Listing Regulations forms part of this Annual Report and is annexed as "Annexure-II" to this Boards Report. A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

In compliance with corporate governance requirements as per SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the Companys website at https:// investors-corporate-policies/ .

?‚? GENERAL/OTHER DISCLOSURES

?‚? Your Directors states that no disclosure is required in respect of the following items as there were no transactions on these items during the year under review:

?‚? Issue of equity shares with differential voting rights to dividend, voting or otherwise.

?‚? Issue of sweat equity shares.

?‚? Further issue of share capital to employees under a scheme of employees stock option.

?‚? Any provision of money in accordance with any scheme for the purchase/subscription for, fully paid-up shares in the company or its holding company and if such shares held by trustees for the benefit of the employees or such shares held by the employee of the company and giving of any loans to persons in the employment of the company other than its directors or KMPs, for an amount not exceeding their salary or wages for a period of six months to purchase or subscribe for fully paid-up shares in the company or its holding company to be held by them by way of beneficial ownership, then disclosures of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

?‚? Reason for difference between valuation done at the time of taking loan from bank and at the time of one-time settlement.

?‚? The Company has not bought back any of its securities.

?‚? The Company has not issued any bonus shares.

?‚? The Company has not issued any shares on right basis.

?‚? No application was made by the Company under

the Insolvency & Bankruptcy Code, 2016

?‚? INVESTOR RELATIONS

Throughout the financial year, the Company continued its interactions with analysts and investors, establishing a relationship of transparency and mutual understanding. The Management of the Company engages with the investor community through different means such as one-on-one meetings, group meetings and warehouse site visits. Additionally, the Company conducts half yearly earnings conference calls, following the announcement of the financial results. These interactions take place either virtually or in person and aim to provide a comprehensive overview of the Companys operations, business and financial performance as well as industry developments.

To ensure transparency and equal access of information to all stakeholders and the general public, the Company uploads relevant details of the schedules, presentations, recordings, transcripts etc. of the interactions held on its website and on the websites of the Stock Exchanges where its equity shares are listed, at various stages of

?‚? INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provision of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends not encashed/claimed within 7 consecutive years from the date of declaration are to be transferred to the Investor Education and Protection Fund Authority ("IEPF Authority").

The IEPF rules mandate Companies to transfer shares of the Members whose dividend remain unpaid/unclaimed for a period of 7 consecutive years or more to the demat account of IEPF Authority established by the Central Government. The Members, whose dividend/shares are transferred to the IEPF Authority, can claim their dividend/shares from the IEPF Authority.

The statutory timelines for claiming unpaid and unclaimed dividend declared by the Company is provided hereunder:

Due

the interactions and confirmation that no unpublished

F.Y. Type of

Date of

Last date to date to

price sensitive information is discussed/disclosed

Dividend

Declaration

claim

transfer

to IEPF

during interactions to create confidence and maintain sanctity of the meet/call. The disclosures, presentation, transcripts and the recordings of the interactions are hosted on the Companys website at https:/ transindia.co.in/investors/ for a minimum period of five years and thereafter as per the archival policy of the Company.

The investor relations information available on the Companys website at https:/ investors/ .

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

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

?‚? EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft Annual Return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed at https:/ transindia.co.in/investors-transindia-real-estate/

2024-25 Interim August 07, September October

Dividend 2024 13, 2031 12, 2031

Pursuant to the Scheme of Arrangement and Demerger between Allcargo Logistics Limited ("Demerged Company"), Allcargo Terminals Private Limited (now known as Allcargo Terminals Limited) ("Resulting Company 1") and Transindia Realty & Logistics Parks Limited ( now known as Transindia Real Estate Limited) ("Resulting Company 2"), 4,643 equity shares are transferred to the IEPF Authority.

Further, in accordance with the provisions contained under Rule 7(2A) of the IEPF Rules, the Company Secretary has been appointed as the Nodal Officer. Contact information of the Nodal Officer for the purpose of co-ordination with the IEPF Authority are available on the Companys website.

Furthermore, shares in respect of which dividend shall remain unclaimed for 7 consecutive years, will be transferred to the IEPF Authority. The Company will transfer the said shares, after sending an intimation of the proposed transfer in advance to the Members, as well as publish a public notice in this regard.

Details of unpaid/unclaimed dividend are as follows:

F.Y. Type of Dividend		Declared	Dividend Paid	Unpaid
2024- 25	Interim Dividend	12,28,47,762	12,27,69,939.50	77,822.50

Details of unpaid/unclaimed dividend and Members whose shares are liable to be transferred to IEPF Authority are

uploaded on the Companys website.

?‚? CEO AND CFO CERTIFICATE

In accordance with the provisions of Regulation 17(8) of SEBI Listing Regulations, certificate from Chief Executive Officer and Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2025, is annexed as "Annexure-B" to the Corporate Governance Report.

?‚? COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

?‚? SAFETY, HEALTH AND ENVIRONMENT

The Company is committed towards bringing Safety, Health and Environment awareness among its employees. It also believes in safety and health enrichment of its employees and committed to provide a healthy and safe workplace for all its employees. Fire and Safety drills are conducted for all employees and security personnel and all fire hydrants are monitored strictly as the preparedness for emergency. Also, Green initiatives are taken at various locations to protect the environment.

?‚? DISCLOSURES WITH RESPECT TO UNCLAIMED SECURITIES SUSPENSE ESCROW ACCOUNT/DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

Pursuant to the Scheme of Arrangement and Demerger between Allcargo Logistics Limited ("Demerged Company"), Allcargo Terminals Private Limited (now known as Allcargo Terminals Limited) ("Resulting Company 1") and Transindia Realty & Logistics Parks Limited (now known as Transindia Real Estate Limited) ("Resulting Company 2"), resulting Company was not permitted to issue and allot new equity shares in physical form and in case where the demat account details of shareholders of the Demerged Company were not available, it shall issue and allot such shares in lieu of the respective new equity share entitlement of such shareholders, into a Demat Suspense Account.

The status in respect of the above as on March 31, 2025 is given below:

Particulars No. of Shareholders No. of Shares

Aggregate number of shareholders and TREL shares lying in the escrow demat account as on April 1, 2024	40	72,017
Number of TREL shares transferred in favour of IEPF Authority from the escrow demat account during F.Y. 2024-25	Nil	Nil
Number of shareholders/legal heirs to whom TREL shares were transferred from the escrow demat account during F.Y. 2024- 25	4	43,605
Aggregate number of shareholders and TREL shares held in the escrow demat account as on March 31, 2025	36	28,412

?‚? ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders during the year.

The Directors also convey their appreciation to employees at all levels for their contribution, commendable efforts,

teamwork, professionalism, dedicated services and confidence in the management.

For and on behalf of the Board of Directors of

Transindia Real Estate Limited

Sd/- Sd/-

Jatin Chokshi Shloka Shetty

Managing Director Non-Executive Director

(DIN: 00495015) (DIN: 10052463)

Place: Mumbai

Date: 07/08/2025