TSC India Ltd Directors Report

To,

The Members of TSC INDIA LIMITED

OFFICE NO. 3, 2ND FLOOR, MIDLAND FINANCIAL C ENTRE, PLOT NO. 21-22,fda

G.T. ROAD, JALANDHAR PUNJAB 144001

Your directors have pleasure in presenting the 10^th Annual Report (after applicability of Secretarial Standards 1 & 2) of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS STANDALONE

Particulars	F.Y. 2024	F.Y. 2023
Total Revenues(Including Other Income)	19,26.836.99	9,42,528.27
Total Expenses	14,13,830.81	8,17,339.81
Profit/(Loss) Before Tax	5,13,006.19	1,25,188.46
Less: Current Tax	1,39,235.46	39,681.60
Deferred Tax	(10,456 69)	(472,24)
Excesss/Short Provision Relating Earlier Year Tax	(3,752.48)	(81 52)
Profit/(Loss) For The Year	3,87,979.90	86,060.62

FINANCIAL SUMMARY AND HIGHLIGHTS CONSOLIDATED

Particulars	F.Y. 2024	F.Y. 2023
Total Revenues(Including Other Income)	20,72.212.68	10,12,246.18
Total Expenses	14,38.774.95	8,35,911.52
Profit/(Loss) Before Tax	6,33,437.73	1,76,334.66
Less: Current Tax	1,67,780.46	53,049.68
Deferred Tax	(10,281.49)	(518 16)
Excess/Short Provision Relating Earlier Year Tax	(3,006.87)	(93 62)
Profit/(Loss) For The Year	4,78,945.63	1,23,896,76

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT. 2013

Details in regards of reserves have been disclosed in financial statements of the company FINAL DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review

STATE OF COMPANY AFFAIRS

1 Segment-wise position of business and its operations	The Company is engaged in the business of tour operators and travel agents and during the year under review, the total Income was Rs. 19,26,83,699.36/- against Rs 9,42,52,827,06/- in the previous year During the period The Company has earned a Profit after tax of Rs, 3,87,97,989.86/- compared to Profit after Tax of Rs. 86,06,061.96. -in the previous year.
ii Change in status of the company	There is no change in the Status of the company during the financial year under review. However, during the financial year 2024-2025 the company passed the Special Resolution for Conversion of Status of company from Private limited company to Public limited company in Extra ordinary General Meeting held on 06.06.2024 and got the approval for the same on 01.08.2024
iii Key business developments	-
iv Change in the financial year	There is no change in the financial year of the company.
V Capital expenditure programs	-
vi Details and status of acquisition, merger, expansion, modernization and diversification	There is no acquisition, merger, expansion, modernization and diversification of the company during the Financial Year under review However , after the conclusion of financial year 2023-2024, the company passed the Special resolution for Conversion of Status of company from Private limited company to Public limited company for the purpose of expansion of business activities in Extra ordinary General Meeting held on 06.06.2024 and get the approval from the ROC for the same on 01.08.2024
vii Developments, acquisition and assignment of material Intellectual Property Rights	-
viii Any other material event having an impact on the affairs of the company	There is no material event having an impact on the affairs of the company during the Financial Year under review However, In the financial year 2024-2025, the company passed the Special resolution regarding change the name of the Company to TSC INDIA LIMITED" on 12.08.2024 as the Directors believe that the change in the name of the Company is being undertaken as part of corporate rebranding would make the name of the Company simple, sharp and focused and the same was approved by ROC on 01.09.2024

COMMENCEMENT OF ANY NEW BUSINESS

During the financial year under review no new business commenced by the company MATERIAL CHANGES AND COMMITMENTS

During the Financial Year 2023-2024, the Company has increased the Authoized capital from Rs 2,00,00.000 divided into 20,00.000 equity shares of Rs 10 each to Rs 5,00.00.000 divided into50.00. 000 equity shares of Rs. 10 each by creation of 30,00.000 equity shares of Rs.10 each.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the financial statement or Annual report has been revised during Financial Year 31st March 2024 for any of the three Preceding financial year

SHARE CAPITAL STRUCTURE OF THE COMPANY:

a) Authorized Capital:

Rs 5,00,00,000.00/- (Rupees Five Crore only) divided into 50,00.000 Equity Shares of Rs 10 - each

b) Issued Capital:

Rs 1,92,00,000.00 - (Rupees One Crore Ninety-Two Lacs only) divided into 19,20.000 Equity Shares of Rs. 10 - each.

c) Subscribed and Paid-up Capital:

Rs. 1.92,00.000.00 /- (Rupees One Crore Ninety-Two Lacs only) divided into 19.20,000 Equity Shares of Rs . 10/ - each.

During the year under review, the Authorised Share capital of the Company was increased from Rs.

2,00,00.000 divident into 20,00,000 equity shares of Rs.10 each to Rs. 5,00,00,000 divided into

50,00.000 equity shares of Rs. 10 each by creation of 30,00,000 equity shares of Rs.10 each. w.e.f 08.01.2024.

Note- During the financial year 2024-2025, the Company has raised the Equity capital of Rs. 2,22,00.000 (Rupees Two Crores Twenty-Two Lakhs Only) divident into 22,20,000 equity shares of Rs. 10/- per share by way of right issue of equity shares through resolution passed at Extra Ordinary General Meeting of shareholders held on 22.04.2024 and allotment of shares were made on 11.05.2024.

Also, during the financial year 2024-2025, the Authorised Share capital of the Company was increased from Rs. 5,00,90,000 divided into 50,00,000 equity shares of Rs. 10 each to Rs. 15,00,00.000 divided into 1,50,00,000 equity shares of Rs. 10 each by creation of 1,00,00,000 equity shares of Rs.10 each. w.e.f. 12.08.2024.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company the not have any funds lying unpaid of unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF)

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors is duly constituted and there was no change in composition of board of directors during the period under review.

Note- During the financial year 2024-2025, the following changes were made in composition of board of directors, CFO and Key Managerial Personnel

Details of the Director, CFO and Key Managerial Personnel

Name	Appointment/Cessation/Change In Designation	Date of Appointment/Cessation Change In Designation
1. ASHISH KUMAR MITTAL	Appointment (Managing Director)	06.06.2024
2 PRACHI AGARWAL	Appointment (Company Secretary)	01.07.2024
3. VINAY GUPTA	Appointment (Chief Financial officer)	09.08.2024
4. SAKET SHARMA	Appointment (Non-Executive Independent Director)	12.08.2024
5. AMAN KESARWANI	Appointment (Non-Executive Independent Director)	12.08.2024
6. PUJA MITTAL	Change m Designation (Non-Executive Director)	12.08.2024

APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SEC TION 149(6)

The provisions of Section 149 pertaining to the appointment of In dependent Directors do not apply to our Company during the period under review.

Note- However, during the financial year 2024-2025, the company has appointed Mr. Saket Sharma (DIN- 10635630) and Mr Aman Kesarwani (DIN- 08614804) as Non-Executive Independent Directors in Extra ordinary General Meeting held on 12.08.2024.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed.

COMPOSITION OF AUDIT COMMITTEE

The provision of section 177 relating to Audit committee is not applicable on the company.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the financial Year 2023-24:

	Dale of Meetings
1	03.04.2023
2.	24.05.2023
3.	13.07.2023
4.	18.07.2023
5.	19.07.2023
6.	29.07.2023
7.	12.08.2023
8	25.08.2023
9.	04.09.2023
10	11.09.2023
11	30.09.2023
12.	13.10.2023
13.	17.10.2023
14	24.11.2023
15.	13.12.2023
16.	27.12.2023
17.	08.01.2024
18.	16.02.2024
19.	04.03.2024
20.	27.03.2024

GENERAL MEETINGS

Annual General Meeting of the Company for the F.Y ended 31th March 2023 was held on 30/09/2023.

During the year under review, the Extra Ordinary General Meeting of the Company was held on

08/01/2024.

BOARD EVALUATION

The provision of section 134(3)(p) relating to board evaluation is not applicable on the company

PARTICULARS OF EMPLOYEES

Provisions related to the particulars of the employees employed by the company falling within section

197 read with rule 5 of the companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 is not applicable to the company.

DIRECTORS RESPONSILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company 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) The directors had selected such accounting policies and applied them consistently and 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 and loss of the company for That period,

(c) The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; (e) Company being an unlisted company, the said para is not applicable

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

INTERNAL FINANCIAL CONTROLS

As per the company in view of the MC A notification dated 13 June 2017. the company is exempt from the requirements of clause (i) of section 143(3) and therefore the report on adequacy and operating effectiveness of internal financial controls over financial reporting of the company is not being mode

REPORTING OF FRAUDS BY AUDITORS

For the Financial year 2023-24. the Statutory Auditor has not reported any instances of frauds committed in the Company by its Others or Employees.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES ASSOCIATE COMPANY

The Company holds 40% Equity shares of TSC FINSERV PRIVATE LIMITED i.e. 80000 Equity Shares of Rs. 100%- per share, thus establishing the TSC FINSERV PRIVATE LIMITED as subsidiary company as company controls the compsition of Board of Directors of TSC FINSERV PRIVATE LIMITED.

DEPOSITS

The company has not accepted deposits from public within the meaning of Section 73 of the Companies Act. 2013 but has accepted unsecured loans from its directors and relative of directors as mentioned in. Financial Statements under sub rule I clause (C) sub clause (Viii) of rule 2 of Companies (Acceptance of Deposits) Rules 2014.

LOANS, GUARANTEE AND INVESTMEMTS

The Company has not made given advanced Loan. Guarantee and Investment during the financial year 2023-2024 under review as per the requirement under section 186 of the Companies Act. 2013.

RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for these disclosed in the financial statements

Accordingly particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form pan of the report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (corporate Social Responsibility Policy) Rules. 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption. Foreign Exchange earning and outgo required to be disclosed under Section 134 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
> the steps taken or inpact on conservation of energy ;	The Corporation is taking due care tor using electricity in the office and its branches. The Corporation usually takes care for optimum utilization of energy. No capital in vestment on Energy Conservation equipment made during the financial year.
> the steps taken by the company for utilizing alternate sources of energy;
> the capital investment on energy conservation equipment
B) TECHNOLOGY ABSORPTION:
> the efforts made towards technology absorption.	NO
> the benefits derived like product improvement, cost reduction, product development or import substitution;	NO
> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NO
(a) the details of technology imported.
(b) the year of import.	-
(c) whether the technology been fully absorbed,	-
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof, Not applicable since 5 years period is over
> the expenditure incurred cm Research and Development	NO
(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:
> The Foreign Exchange earned in terms of actual inflows timing the year and the Foreign Exchange outgo during the year in terms of actual outflows	NO

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty A formal euterprise-wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and then mitigation are considered in the annual/straregre business plans and in periodic management reviews. The risk management process in our multi- business, multi-site operations, ova thee period of time will become embedded into the Companys business systems and processes, such that our responses to risks remain current and dynamic

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is not requited to form such policy.

REGULATORY ACTION

There are no significant and material orders passed by the regulators or Tribunals that could impact the going concern status and operations of the company in future

STATUTORY AUDITORS AND THEIR REPORT

M/S O.P GARG & CO , Chartered Accountants (Firm Registration No 01194N), were appointed as the Statutory Auditors of the Company for \ tenure of 5 years commencing from the conclusion of the AGM held in year 2019 until the conclusion of the AGM of the Company to be held in the year 2024 However the have resigned as the statutory auditor of the company on 01st June 2024 due to completion of their term

M/s Rishsb Aggarwal & Associates, Charted Accountants, are appointed as statutory auditors of the company at the Board Meeting held cm June 3rd.2024 and which was subsequently approved by Shareholder at the Extra Ordinary General Meeting held on June 28th 2024 to hold the office of statutory auditors till the conclusion of the forthcoming Annual General Meeting to be held on 30.09.2024 to conduct the statutory audit of the company for the Financial Year 2023-24

They have confirmed then eligibility under section 141 of Companies Act 2013 and they are nut disqualified for appointment and being eligible offer themselves lot re-appointment there are no observations (including 3ny qualification, reservation, adverse remark or disclaimer) of the Auditors in then Audit Report that may call for any explanation from the Directors. Further, the notes to accounts refined to in the Auditors Report are self-explanatory

SECRETARIAL AUDITORS

The Secretarial Audit is not applicable cm the company as it is not coveted under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014

COST RECORDS

Pursuant to Section 118 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company

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

No such process initiated during the period under review under the Insolvency and Bankruptcy Code,

2016(IBO

FAILURE TO IMPLEMENT AND CORPORATE ACTION

All the corporate action taken dining financial year 31 Match 2024 and reporting for the same with the concerned department has been completed within specified time limit

ANNUAL RETURN

MCA vide its notification dated 05th Match 2021 has amended section 92(3) of the Companies Act, 2013 Pursuant to Section 92(3). company does not have website so there is no requirement to give web link of Animal Return

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requiting of The Sexual Harassment of Women at the Workplace (Prevention. Prohibition & Redressed ) Act. 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment .All employees (permanent, temporary. trainees) me covered under this policy

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressed) Act. 2013

HUMAN RESOURCES AND Industrial RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business The Company has a process at all locations and development programs to upgrade skids of managers Objective appraisal systems based on key result areas (KRAs) ate in place for staff

The Company is committed to nurturing. enhancing and retain mg its top tale through superior learning and organizational development This is a part of our Corporate HR function and is a critical pillar to support the organizations growth.

HEALTH, SAFETY AM) ENVIRONMENT PROTECTION

Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health. Safety and Environment matters and preside a healthy and safe work environment to all employees of the Company

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company

APPRECIATION AND ACKNOWLEDGEMENT

Your directors place on records then deep appreciation to employees at all levels for then hard work, dedication and commitment The Board places on record its appreciation for the support and cooperation. your company has been receiving from its Clients and others associated with the Company The Directors also take this opportunity to thank Clients Banks, Government and Regulatory Authorities for their continued support