Transworld Shipping Lines Ltd Directors Report

Dear Members,

Your Directors are pleased to submit the 38th Annual Report of your Company together with the Audited Financial Statements (Standalone and Consolidated) along with Auditors Report for the financial year ended 31st March 2026.

FINANCIAL HIGHLIGHTS:

The financial highlights of your Company for the current year and previous year on a standalone and consolidated basis are as under:

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	35,761	44,627	54,831	64,961
Other Income	738	769	865	857
Profit/Loss before Interest, Depreciation,	4,918	16,388	5,202	16,359
Finance Cost and Tax Expense
Finance Cost	2,308	3,126	2,619	3,469
Depreciation	9,539	8,359	10,011	8,562
Profit/Loss before Tax, Prior Year	(6,929)	4,903	(7,428)	4,328
Adjustment & Exceptional Item
Exceptional Item	281	1,341	281	1,341
Share of profit of an associate & a joint venture			1	1
Deferred Tax	(28)	(44)	66	(87)
Current Tax	153	210	294	282
Profit/ (Loss) After Tax	(6,773)	3,396	(7,506)	2,793
Other Comprehensive Income / (Loss)	(2,337)	(10)	(2,351)	(10)
Total Comprehensive Income / (Loss)	(9,110)	3,386	(9,857)	2,783
Balance Brought Forward from Previous Year	54,457	51,749	52,700	50,392
Amount Available for Appropriation
Appropriations:
Transfer to Tonnage Tax Reserve	0	(679)	0	(679)
Re-measurement of deferred benefit plans	(63)	(9)	(63)	(9)
Transfer from other reserves		-	(15)	203
Dividend paid on equity shares	(329)	-	(329)	-
Balance Carried Forward to Balance Sheet	47,292	54,457	44,787	52,700

The financial statements (standalone and consolidated) have been prepared by your Company in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time

DIVIDEND

Considering the loss incurred during the year, the Board of Directors has not recommended any dividend for the financial year.

SHARE CAPITAL

Your Companys total paid up Equity Share Capital continues to stand at Rs. 21,95,75,330/- as on 31st March 2026 comprising of 2,19,57,533 nos. of Equity Shares of face value of Rs. 10/- each. During the year, your Company has not issued any shares or convertible securities. Your Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.

FINANCIAL LIQUIDITY

The Company consistently maintained a positive cash balance throughout the year ended 31st March 2026. It covers daily financial needs with operational cash flow and regularly monitors forecasts to ensure adequate liquidity. Excess cash is held as cash and cash equivalents or invested in interest-bearing term deposits and highly marketable debt instruments to maximize returns while ensuring liquidity to meet its liabilities.

REVIEW OF OPERATIONS

Your Companys fleet as on 31st March, 2026 stands 12 vessels (with a total capacity of 2,79,962 MT GRT and 3,62,413 MT DWT) comprising 10 container vessels (22,046 TEUs) and 2 dry bulk vessels (69,402 MT DWT), being Indias one of the largest container tonnage owning Company. The current container ship tonnages are rightly sized and priced to suit the coastal trade. A detailed fleet profile forms part of this Annual Report.

The shipping market in FY 2025–26 continued to experience volatility, though with some signs of stabilization compared to the pronounced disruptions of the previous year. The imbalance between supply and demand persisted, albeit at a moderated pace, as the after-effects of fleet overexpansion in 2023 continued to ripple through the market. The Shanghai Containerized Freight Index (SCFI) surged over 150% YoY, fueled by early shipments ahead of U.S. tariffs on China. Global container volumes rose 5.1% to 210M TEU, with Asia–North America and Asia–Europe routes up 15.2% and 6.8%, respectively. Suez Canal disruptions forced rerouting via the Cape of Good Hope, tightening effective capacity. By October 2024, Asia–Europe fleet deployment jumped 27% to 7.4M TEU, constraining overall fleet growth. Dry Bulk fleet is expected to grow 5.2% between end 2024 and end 2026.

As reported last year, our vessel M.V. SSL Brahmaputra had experienced an Engine Room fire on 1st January 2024 at the Gujarat coast to Jebel Ali-Sohar, UAE. All crew members were safe, with no pollution reported. The vessel was taken out of operation for repairs. The incident was promptly reported to insurers. Repairs were completed at Jebel Ali by 9th April 2024, after which the vessel was returned to the Charterers. There has been six cargo claims brought on vessel M.V. SSL Brahmaputra. These matters are currently pending before the relevant courts. The Company does not expect any liability to arise from these potential cargo claims, as it is adequately insured against such risks. The details are included in this Report and Financial Statements.

CREDIT RATING

In recognition of our financial health and disciplined approach to risk management, CRISIL Ratings Limited has reaffirmed our long-term credit rating at ‘CRISIL A-/Watch Developing for our long-term bank facilities.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year, the Board of Directors approved the investment in the equity share capital of Transworld Integrated Logistek Private Limited (TILPL) and Transworld Logistics Private Limited (TLPL). Pursuant to the said approval, the Company acquired 100% (one hundred percent) of the total paid-up equity share capital of TILPL and TLPL. Consequently, both TILPL and TLPL have become wholly-owned subsidiaries of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company adheres to ethical principles and strives to generate positive societal impact. Its business practices extend beyond profitability, prioritizing the interests of stakeholders, including employees, clients, communities, and the environment. During the financial year, the members of the Committee met twice during the year.

Your Company has adopted a CSR policy in line with the requirement of the Companies Act 2013. The CSR Policy is also available on the website of your Company: https://www.transworld.com/transworld-shipping-lines/

The Annual report on CSR activities and expenditure as required under the relevant act is annexed to this Report.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Membership No. 003990S/S200018) were appointed as the Statutory Auditors of your Company for term of five (5) consecutive years commencing from the conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting (AGM) to be held in the calendar year 2027.

M/s. PKF Sridhar & Santhanam LLP have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Statutory Auditors of the Company, M/s. PKF Sridhar & Santhanam LLP, have issued their Audit Report on the audited standalone and consolidated financial statements of the Company for the year ended 31st March 2026. The Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer. The report of the Statutory Auditors on the financial statements of the Company forms part of this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed Mr. B. Durgaprasad Rai, Peer Reviewed Practicing Company Secretary to undertake the Secretarial Audit of your Company for a term of five (5) consecutive financial years with effect from 1st April 2025 to 31st March 2030.

The Secretarial Auditors Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is annexed to this report.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated 08th February, 2019, your Company has submitted the Annual Secretarial Compliance Report, issued by Mr. B. Durgaprasad Rai, Peer Reviewed Practicing Company Secretary with the stock exchanges where shares of your Company are listed.

SECRETARIAL STANDARDS

Your Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as mandated under the Companies Act, 2013.

REPORTING OF FRAUDS BY AUDITORS

During the year, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee any material fraud on your Company by its officers or employees under Section 143(12) of the Companies Act, 2013, the details of which need to be mentioned in Boards Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

During the year, there have been no significant or material orders passed by any regulators, courts, or tribunals that would have an impact on the going concern status of the Company or its operations in the future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions (referred as the "RPT Policy") as approved by the Board of Directors. The RPT Policy is available on the Companys website: https://www.transworld.com/transworld-shipping-lines/ and the same is considered for the purpose of identification and monitoring Related Party Transactions (RPTs).

All Related Party Transactions and subsequent material modifications if any are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT on a quarterly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length. All Related Party Transactions are subject to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and Listing Regulations.

During the period under review, all transactions entered into by the Company with the Related Parties were at arms length and in the ordinary course of business and adhered to the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. The contracts/arrangements/ transactions which were material, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions.

Details of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is included in this Report.

ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)(a) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the FY 2025-26 in Form MGT–7 will be made available on the website of the Company at https://www.transworld.com/transworld-shipping-lines/

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 the Management Discussion and Analysis Report for the year provides a comprehensive analysis of the Companys performance, growth and outlook of the Company and its business forms part of this Report. It also covers economic factors that impacted the growth of the business during the year under review.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 134 (3)(Q) and Section 197 of the Companies Act, 2013 read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year 2025-26, percentage increase in remuneration of Executive Directors, Managing Director, the Chief Financial Officer and the Company Secretary during the financial year 2025-26.

Sr. No Name of the Director/KMP	Designation	Percentage increase in Remuneration in FY 25-26	Ratio of remuneration of each Director/ KMP to median remuneration of the employees
1. Mr. Ramakrishnan Sivaswamy Iyer	Executive Chairman	17.68%	22.08%
2. Capt. Milind K. Patankar	Managing Director	3.30%	9.70%
3. Mr. Ritesh S. Ramakrishnan*	Non-Executive, Non- Independent Director	-	-
4. Ms. Anisha Ramakrishnan*	Non-Executive, Non- Independent Director	-	-
5. Ms. Sangeeta Kapil Jit Singh*	Non-Executive, Independent Director	-	-
6. Mr. Deepak Shetty*	Non-Executive, Independent Director	-	-
7. Mr. Ratnagiri Sivaram Krishnan*	Non-Executive, Independent Director	-	-
8. Mr. Ajit Paul*	Non-Executive, Independent Director	-	-
9. Mr. Anil Kumar Gupta*	Non-Executive, Independent Director	-	-
10. Capt. Ashish Chauhan	Chief Executive Officer	17.47%	5.24%
11 Mr. Rajesh Desai	Chief Financial Officer	5.90%	4.48%
12. Ms. Namrata Malushte	Company Secretary and Compliance Officer	8.73%	3.64%

*Non-Executive Directors and Independent Directors of the Company are paid sitting fees for attending the meetings. The details of sitting fees are provided in the Corporate Governance Report based on the number of meetings attended by Non-Executive Directors and Independent Directors.

Permanent Employees on the rolls of the company as on 31st March 2026: 33

Percentage increase in the median remuneration of employees in the financial year: 13%

Average percentage increase made in the salaries of employees (other than managerial personnel) was 15% while increase in managerial remuneration was 10.62%. Average increase in the remuneration of the employees other than Managerial Personnel is in line with the industry practice and is within the normal range.

We affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the remuneration policy of the Company.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

As per the provisions of Section 136 of the said Act, this Report and Financial Statements are being sent to the members of your Company and others entitled thereto, excluding the statement on particulars of employees required under Section 197(12) read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Members who are desirous of obtaining the said information may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

REPORT ON CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance, recognizing that sound governance practices are vital to fostering trust and confidence among shareholders and all other stakeholders. Corporate governance forms the foundation for effective management and robust decision-making, promoting accountability, transparency, and ethical conduct throughout the organization. By adhering to best practices and complying with all applicable regulatory requirements, your Company aims to create a governance framework that supports long-term value creation, sustainability, and corporate integrity.

A separate report on Corporate Governance forms part of this Annual Report. This includes a certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Business Responsibility and Sustainability Report (BRSR) as per the format specified by Securities & Exchange Board of India forms part of this Annual Report.

A separate section on Environment, Social & Governance (ESG) also forms part of this Annual Report.

A Certificate of the Managing Director and Chief Financial Officer of the Company in terms of SEBI (LODR) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investment made by your Company under Section 186 of the Companies Act, 2013, during the financial year 2025-26 are provided in the Notes to Financial Statements.

TRANSFER TO RESERVES

For the financial year ended 31st March 2026 your Company has not transferred any amount to Reserves.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on the date of this Integrated Annual Report, the Board comprises a diverse mix of Executive and Non-Executive Directors with majority of Independent Directors. The Company has nine (9) Directors consisting of four (4) Non-Independent Directors it will be (including one (1) Whole-time Director) and five (5) Independent Directors.

i. Re-appointment a. At the Annual General Meeting held on 22nd August 2025, Mr. Ritesh S. Ramakrishnan, (DIN: 05174818) was re-appointed as Non-Executive Director of the Company, liable to retire by rotation, in accordance with the provisions of section 152(6) of the Companies Act, 2013.

b. The Board of Directors, at its meeting held on 19th May 2026 approved the Capt. Milind Kashinath Patankar (DIN: 02444758) as a Managing Director of the company (Key Managerial Personnel) for a period of 3 years with effect from 01-07-2027 and Mr. Ramakrishnan Sivaswamy Iyer (DIN: 00057637) as the Whole-time Director of the Company (Key Managerial Personnel) for a period of 3 years with effect from 01st April 2027. Pursuant to section 152 of the Companies Act, 2013, Mr. Ramakrishnan Sivaswamy Iyer (DIN: 00057637) Whole-time Director of the Company retires by rotation and being eligible, offers himself for re-appointment. Re-appointment of Capt. Milind Kashinath Patankar Iyer as a Managing Director of the Company and re-appointment of Mr. Ramakrishnan Sivaswamy Iyer as the Whole-time Director of the Company designated as "Executive Chairman" would require approval of the shareholders at the ensuing Annual General Meeting. Necessary resolutions along with the required details for their re-appointments have been included in the Notice convening the ensuing Annual General Meeting.

ii. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company in terms of the provisions of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as on the date of this Integrated Annual Report

• Mr. Ramakrishnan Sivaswamy Iyer, Executive Chairman

• Capt. Milind K. Patankar, Managing Director

• Capt. Ashish Chauhan, Chief Executive Officer

• Mr. Rajesh Desai, Chief Financial Officer

• Ms. Namrata Malushte, Company Secretary and Compliance Officer Declaration by Independent Directors

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent Directors of the Company.

As required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

Based on the declarations received from the Directors, the Board confirms that the Independent Directors fulfil the conditions specified under Schedule V of the SEBI Listing Regulations and are independent of the management.

Your Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees and other individual Directors which also include criteria for performance evaluation of the non-Executive directors and Executive directors. While appointing and re-appointing Independent Directors, the Board ensures that there is an appropriate balance of skills, experience and knowledge to enable the Board to discharge its functions and duties effectively.

A matrix of the skills/expertise/competencies possessed by the Board of Directors is provided in the Corporate Governance report, as mandated by SEBI (LODR) Regulations, 2015.

iii. Familiarisation Programme for Independent Directors and Non-Executive Directors:

To ensure that all Board members are well-equipped to perform their roles effectively, the Company offers multiple opportunities for Directors to familiarize themselves with the Company, its Management, and its operations. The Company is committed to ensuring that its Directors are well-prepared to fulfill their governance roles. Through a structured orientation process, ongoing communication and training sessions, the Company supports its Directors in understanding its operations, industry landscape, and governance practices.

Orientation for Directors

1. Formal Appointment Process: Independent Directors are formally briefed on their roles and responsibilities through a detailed letter of appointment. This document outlines their duties, legal obligations, and expectations.

2. Executive Overview: Executive Directors and Senior Management provide an in-depth overview of the Companys operations. This includes familiarizing new Non-Executive Directors with the Companys values, commitments, organizational structure, and the constitution of various committees.

3. Board and Committee Procedures: New Directors are introduced to the procedures and functioning of the Board and its committees. This includes an overview of board procedures, risk management strategies, and other critical governance practices.

4. Interactive Presentations: Relevant presentations are made to the Board, providing Directors with the opportunity to engage directly with Senior Management. These sessions facilitate a deeper understanding of operational and strategic issues. Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Framework for Related Party Transactions are also made available for their information.

5. Ongoing Updates: Directors are kept informed of significant developments within the Company through timely emails and updates. This ensures that they are aware of the latest changes and can make informed decisions.

Pursuant to Regulation 46 of the SEBI (LODR) Regulations, 2015, the details required are available on the website of your Company at https://www.transworld.com/transworld-shipping-lines/

iv. Evaluation Mechanism

In accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015, the evaluation process for the performance of the Board, its committees and individual Directors was carried out internally.

The Board of Directors undertakes a comprehensive performance evaluation process to ensure effective governance and continuous improvement. This evaluation involves soliciting input from all Directors on various criteria, including:

• Board Composition and Structure: Assessing the effectiveness and diversity of the Boards composition.

• Board Processes: Evaluating the efficiency and effectiveness of Board processes and procedures.

• Information and Functioning: Reviewing the adequacy of information provided to the Board and the overall functioning of Board meetings.

Independent Directors Review

The Independent Directors conducted a thorough review of the Board and its Committees. They expressed satisfaction with the Boards functioning and appreciated the leadership of the Executive Chairman and Managing Director. The Independent Directors commended their roles in maintaining the Companys values and upholding high standards of Corporate Governance.

Performance Evaluation of Independent Directors

The performance evaluation of each Independent Director was carried out by the entire Board, excluding the Independent Director being evaluated. This approach ensures an impartial and comprehensive assessment of individual contributions and effectiveness.

The outcomes of the evaluation conducted by the Independent Directors were shared with the Board. The Board of Directors has reviewed the results and expressed their satisfaction with the findings, confirming the effectiveness of the Boards governance practices.

POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to the provision of Section 178 of the Companies Act, 2013, the Company has adopted a policy for remuneration of Directors, Key Managerial Personnel and Senior Management of the company as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination and Remuneration Committee and the Board of Directors while making a selection of the candidates. The Policy on Appointment of Directors and Nomination and Remuneration Policy of the Company are available on the Companys website at https://www.transworld.com/transworld-shipping-lines/

BOARD MEETINGS

During the year, four (4) meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report forming part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

RISK MANAGEMENT

In accordance with the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015, your Company has set up a Risk Management Committee for periodically evaluating the various risks. Your Company has also adopted Risk Management Policy wherein all associated business risks are factored, identified and assessed and mitigation measures adopted. The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

The policy on Risk Management may be accessed on the website of the Company at https://www.transworld.com/ transworld-shipping-lines/

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has established a robust internal control system that is well suited to the nature, size, and complexity of its operations. These internal controls are designed to ensure the integrity of financial reporting, compliance with laws and regulations, and the efficiency of operations. The effectiveness of the internal control systems is routinely tested and certified by both Statutory and Internal Auditors. The internal controls encompass all key business areas and are continuously reviewed to ensure they are operating effectively. The main thrust of Internal Auditor is to test and review controls, appraisal of risks and business processes, benchmarking controls with best practices in the industry.

Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening the Companys risk management policies and systems.

During the year No reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a comprehensive Vigil Mechanism (the Whistle Blower Policy) to encourage Directors and employees to report concerns related to unethical behavior, actual or suspected fraud, or violations of the Code of Conduct / Business Ethics. The Vigil Mechanism is designed with adequate safeguards to protect individuals who use the system from any form of victimization or retaliation.

All cases registered under the Whistle Blower Policy of your Company are to be reported to and are subject to the review of the Audit Committee. The Whistle Blower also has direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy may be accessed on the website of your Company at https://www.transworld.com/ transworld-shipping-lines/

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Respect and Integrity are integral to our Core Values, inherited from our Founding Father. The Company is dedicated to maintaining a safe, supportive, and friendly work environment where these values are reflected in everyday interactions. We are committed to ensuring a workplace free from discrimination and harassment, fostering an inclusive and respectful atmosphere for all employees.

In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has formulated and implemented a comprehensive Sexual Harassment (Prevention and Redressal) Policy.

Internal Complaints Committee

To resolve the complaints of sexual harassment and matters connected therewith, your Company has re-constituted an Internal Complaints Committee on 12th February 2025 with an external lady representative with requisite experience as a member of the Committee in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In order to bring in awareness in this area, your Company conducted awareness sessions for all its employees in association with Complykaro where they had to undergo an audio-visual training session post which they were awarded a Certification of Completion.

Details of complaints received and disposed of during the financial year 2025–26 are as under:

Particulars	No. of Cases
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending as on 31st March 2026	Nil

MATERNITY BENEFITS ACT, 1961

The Company confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

DEPOSITS

Your Company has not accepted any deposit and as such no amount of principal and interest are outstanding as at the Balance Sheet date.

COST RECORDS IBC PROCEEDINGS, VALUATION ETC

In accordance with Section 148 (1) of the Companies Act 2013 and any amendments thereto, the Company is not required to maintain cost records in respect of the activities carried on by your Company hence there is no applicability of maintaining cost records or carry out cost audit.

Neither was any application made, nor were any proceedings pending under the Insolvency and Bankruptcy Code, 2016 in respect of the Company during or at the end of the financial year 2025-26.

The disclosures on valuation of assets as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES i. Joint Venture

(i). Your Company has joint venture namely Shreyas-Suzue Logistics (India) LLP. The Company holds a 50% ownership interest in this joint venture entity.

(ii). The Company has entered into a strategic joint venture arrangement with Bainbridge Navigation DMCC and formed a company Transbridge Global FZCO, incorporated in the United Arab Emirates, to develop a commercial pooling platform for handy-size dry-bulk vessels. The Company holds 60% of the paid-up equity share capital of Transbridge Global FZCO.

ii. Wholly Owned Subsidiary

a. Your Company has the following Wholly Owned Subsidiary:

1. Transworld Sea-Connect IFSC Private Limited

2. Transworld Integrated Logistek Private Limited

3. Transworld Logistics Private Limited

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the SEBI (LODR) Regulations, 2015, can be accessed on Companys website www.transworld.com/shreyas-shipping-and-logistics.html.

CONSOLIDATED ACCOUNTS

The audited consolidated financial statements have been prepared which present the financial information about the Company and its Joint-venture Co., Shreyas-Suzue Logistics (India) LLP and M/s. Transworld Sea- Connect IFSC Private Limited, M/s. Transworld Integrated Logistek Private Limited & Transworld Logistics Private Limited a wholly owned subsidiary of the Company.

The audited consolidated financial statements together with the Auditors Report thereon forms part of the Annual Report. Pursuant to Section 129 (3) of the Act, Form AOC-1, a statement containing salient features of the financial statements of wholly owned subsidiary and joint venture of the Company is given in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that appropriate accounting policies have been selected and applied consistently. 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 at the end of the financial year and of the profit of the Company for that period;

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

d) that the annual accounts are prepared on a going concern basis;

e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

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

Sustainability drives our operations; delivering responsible shipping that creates value for business, people, and the planet. While full decarbonization infrastructure evolves, we maximize every efficiency opportunity today through voyage optimization, improvement in fleet performance, and smart operational practices.

In alignment with our commitment to sustainable maritime operations and IMOs decarbonization roadmap, we prioritize energy efficiency across our fleet. Key steps include fuel efficient hull coatings, propeller modifications, ESD and voyage optimization, yielding a reduction in fuel consumption YoY.

Conservation of Energy

Energy conservation is embedded in our core operations via approved Ship Energy Efficiency Management Plans (SEEMP Part III) for CII monitoring and improvement across all vessels. Key measures include LED lighting retrofits, energy-efficient appliances, energy saving retrofits, advanced anti-fouling hull coatings, monitoring of hull condition, weather routing, real-time digital platforms tracking fuel use, generator optimization, and predictive maintenance.

Energy Transition Initiatives

All vessels run on VLSO. We are exploring use of blended biofuels on our vessels. We collaborate with maritime partners on alternative fuels, maintaining IMO DCS compliance (Regulation 22A) with RO-verified annual reporting of fuel, distance, and hours.

IMO Data Collection System (IMO DCS) Compliance

In compliance with Regulation 22A of MARPOL Annex VI (mandatory since 1 January 2019 for vessels above 5,000 GT), the Company collects and reports annual fuel consumption, distance travelled, and sailing hours to the respective Flag State. Data is verified and submitted to the IMO to support GHG reduction policymaking. The Company has maintained robust, Recognized Organization (RO)-approved data collection systems.

GHG Reporting Framework

Comprehensive Scope 1-3 emissions tracked since FY22 via GHG Protocol, reported in BRSR and aligned with SASB (Marine Transportation), GRI (climate disclosures), and UNGC principles.

EEXI and CII Compliance

In compliance with the Energy Efficiency Existing Ship Index (EEXI) regulations (effective 1 January 2023), the Company has completed EEXI calculations and equipped all applicable vessels with Engine Power Limitation (EPL) systems to restrict maximum engine output and reduce carbon emissions.

For Carbon Intensity Indicator (CII) compliance, a digital analytics platform monitors fuel consumption and CII performance in real time.

Operational measures implemented include:

• Weather routing

• Hull cleaning

• Trim and ballast optimization

• Cargo planning

• Engine Power Limitation (EPL)

Through SEEMP Part III vessel-specific CII reduction plans and continued use of VLSO, the Company proactively identifies underperforming vessels and implements corrective actions to maintain favourable CII ratings. Full fleet-wide CII assessment is a near-term target.

The RightShip Rating Score is utilized as an independent benchmark for safety and environmental performance, supporting continuous improvement across the fleet."

Innovation, Compliance, and Cybersecurity: Building a Future-Ready Enterprise

• DPDPA Act implementation : Phases 1 and 2 of the initiative have been successfully completed, covering key foundational activities across the organization. This included stakeholder discussions, establishment of a Privacy Control Framework, comprehensive gap assessment, and creation of Records of Processing Activities (RoPA). Additionally, all required policies and procedures have been formally documented to support compliance and governance.

• IT Cybersecurity Awareness Training for newly joined employees:- A structured and mandatory cybersecurity awareness program has been implemented across TSLL to ensure all newly joined employees understand and adhere to essential security practices. This initiative aligns with compliance requirements and strengthens the organizations overall security posture.

• AI training sessions conducted for employees in TSLL :- With the increasing adoption of generative AI tools in the workplace, dedicated training sessions have been conducted to guide employees on the secure and responsible use of AI in daily operations. Employees are trained on approved AI tools, safe prompt engineering practices, data classification awareness. The objective is to enable productivity gains through AI usage.

• Quarterly Phishing simulation email campaigns conducted for TSLL employees. :- Quarterly phishing simulation campaigns are conducted to proactively assess and enhance the organizations resilience against social engineering attacks. These controlled simulations mimic real-world phishing scenarios, including malicious links, fake attachments, and impersonation emails, to evaluate employee behaviour in a safe environment. The outcomes help identify vulnerable users, departments with higher risk exposure, and common attack vectors. Based on the results, targeted "just-in-time" training is delivered to employees who interact with suspicious content, ensuring immediate corrective action. This continuous testing approach significantly improves threat detection capabilities, reduces click rates over time, and fosters a vigilant workforce.

• IT audit for TSLL with new vendor and the audit was aligned with ISO 27001 standards :- A comprehensive IT security audit has been conducted by a newly onboarded specialist vendor aligned with ISO 27001 standards. The audit involved an in-depth assessment of TSLLs IT infrastructure, systems, applications, policies, and controls to evaluate their effectiveness against globally recognized information security benchmarks. The audit identified critical gaps, control weaknesses, and improvement opportunities, providing a clear roadmap for remediation. This initiative ensures alignment with industry best practices, enhances governance, and strengthens the organizations compliance posture.

• POC of Vessel cyber security software for visibility of security posture on the vessels. A Proof of Concept (POC) has been initiated for specialized maritime cybersecurity software aimed at enhancing visibility and control over onboard vessel systems. This solution is designed to provide real-time monitoring of the vessels IT and OT environments, identifying vulnerabilities, misconfigurations, and potential cyber threats across navigation, communication, and operational systems. The POC evaluates the tools capability to deliver centralized risk insights, anomaly detection, and actionable intelligence tailored for maritime operations. The objective is to assess feasibility, integration capabilities, and effectiveness in improving cyber risk management for vessels, ultimately supporting safer and more secure maritime operations.

As we continue to embrace technology and innovation, your Company remains committed to leveraging the latest advancements to drive operational excellence and deliver value to our stakeholders.

Foreign Exchange Earnings and Outgo

With regards to foreign exchange earnings and outgo for the financial year 2025-2026, the position is as under:

With regards to foreign exchange earnings and outgo for the financial year 2025-2026, the position is as under:
	(Rs. in lakhs)
(i) Foreign exchange earnings including proceeds on sale of ship (on accrual basis)	32,386.01
(ii) Foreign exchange outgo including operating components, spare parts, including vessel acquisition cost, loan repayment and other expenditure in foreign currency (on accrual basis)	12,936.93

EVENTS POST CLOSURE OF FINANCIAL YEAR

Transfer of Unclaimed Shares to Unclaimed Suspense Account

Pursuant to Regulation 39 and Schedule V and VI of the SEBI (LODR) Regulations, 2015 your Company has transferred unclaimed shares in its Unclaimed Suspense Account details of which are given below:

Particulars	No. of Records	No. of Shareholders	No. of Equity Shares
Aggregate number of shareholders/records and the outstanding shares in the Unclaimed	3	3	400
Suspense Account lying as on 01st April 2025
Number of shareholders who approached the Company for transfer of shares and shares transferred from suspense account during the year	0	0	0
Number of shareholders /records whose shares were transferred from suspense account to the demat account of Investor Education and Protection Fund under the provisions of Section 124(6) of the Companies Act, 2013	0	0	0
Number of shareholders /records and aggregate number of shares transferred to the Unclaimed Suspense Account during the year	0	0	0
Aggregate number of shareholders and outstanding shares in the Unclaimed Suspense Account lying as on 31st March 2026	3	3	400

Voting rights on shares lying in the Unclaimed Suspense Account shall remain frozen till the rightful owner of such shares establishes his/her title of ownership to claim the shares.

2. One of the Companys vessels, ‘SSL KRISHNA, was approved for sale by the Finance Committee, and a memorandum of understanding was executed on March 10, 2026 for a sale consideration of US$ 11.90 million (approximately Rs. 11,062 lakhs). Accordingly, its carrying amount (including carrying value of expenditure incurred on dry dock activity) of Rs. 5,421 lakhs has been classified as ‘held for sale as at the balance sheet date in accordance with the applicable Indian accounting standards. Subsequent to the balance sheet date, the Company completed the sale of the vessel on April 8, 2026.

3. One of the Companys vessels, ‘SSL KAVERI, is presently stranded in a region affected by ongoing geopolitical developments in the Middle East and is currently unable to sail out. The movement of the vessel remains subject to prevailing conditions and other external factors beyond the Companys control. The Company is in continuous coordination with the relevant authorities and is closely monitoring the situation.

4. Memorandum of understanding for the sale:

• On April 13, 2026, the Company entered into a memorandum of understanding for the sale of its vessels, ‘SSL GODAVARI, for a total consideration of US$ 19.6 million (approximately Rs. 18,302 lakhs). The sale has not yet been completed.

• On April 27, 2026, the Company entered into a memorandum of understanding for the sale of its vessels, ‘SSL GUJARAT, for a total consideration of US$ 3.5 million (approximately Rs. 3,297 lakhs). The sale has not yet been completed.

• On May 5, 2026, the Company entered into a memorandum of understanding for the sale of its vessels, ‘SSL BHARAT, for a total consideration of US$ 4.8 million (approximately Rs. 4,574 lakhs). The sale has not yet been completed.

• On May 15, 2026, the Company entered into a memorandum of understanding for sale of its vessel ‘SSL MUMBAI for a total consideration of US$ 3.5 million (approximately Rs. 3,374 lakhs). The sale has not yet been completed.

CAUTION STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements that reflect the Companys objectives, expectations, or forecasts. These statements are forward-looking in nature, as defined by applicable securities laws and regulations. However, actual outcomes may differ materially from those expressed or implied in such forward-looking statements due to various risks and uncertainties.

The Company is under no obligation to update any forward-looking statements. Several factors, including, but not limited to, economic developments, pricing dynamics, demand-supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation, and industrial relations, could significantly influence the Companys performance and operations.

ACKNOWLEDGEMENTS

Your Directors extend their heartfelt gratitude to the Companys clients, vendors, charterers, business associates, main line operators, investors, shareholders, and bankers for their unwavering support throughout the year. We are committed to building and nurturing robust relationships with each of you, grounded in mutual respect and cooperation.

Our sincere thanks also go to all employees for their hard work, dedication, and commitment. Employees enthusiasm and relentless efforts have allowed the Company to maintain its leading position in the industry, despite the increasing competition from both existing and new players.

We would also like to express our deep appreciation for the support and cooperation received from the Government of India and its various ministries and departments, including the Ministry of Ports, Shipping and Waterways, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, and the Central Board of Excise and Customs. We are also grateful to the Indian National Shipowners Association, port authorities, insurance companies, and Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors

Ramakrishnan Sivaswamy Iyer

Executive Chairman

(DIN: 00057637)

Place: Navi Mumbai

Date: 19th May 2026