Western Carriers India Ltd Directors Report

To

The Members of

Western Carriers (India) Limited

Your Board of Directors ("Board" or "Directors") hereby present their 14^th Boards Report (‘this Report) highlighting the business and operations of Western Carriers (India) Limited ("the Company" or "WCIL") along with the Audited Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2025 ("Financial Year under review" or "Financial Year 2024-25"). The Financial Year 2024-25 has been a milestone year in our journey and the Directors hereby place on record their gratitude to all the shareholders and other stakeholders for their overwhelming response to the Companys IPO and for reiterating their faith in its long-term growth story.

The consolidated performance of the Company, including its associate companies, has been referred to wherever required.

1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS:

Below is a condensed overview of the financial performance of the Company for the Financial Year ended March 31, 2025 and March 31, 2024.

(Amounts in H Million, unless stated otherwise)

	Standalone Amount		Consolidated Amount
Particulars	Financial year	Financial year	Financial year	Financial year
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	17,257.20	16,857.69	17,257.20	16,857.69
Other Income	132.05	57.42	132.05	56.41
Total Income	17,389.25	16,915.11	17,389.25	16,914.10
Profit Before Interest, Depreciation and Tax	1,331.40	1,518.03	1,331.42	1,518.24
Finance Cost	215.13	221.78	215.13	221.78
Depreciation	237.94	212.41	237.94	212.41
Profit Before Tax	878.33	1,083.84	878.35	1,084.05
Less: Provision for Tax
Current Tax	230.89	285.86	230.89	285.86
Deferred Tax	(3.84)	(5.28)	(3.84)	(5.28)
Profit after tax	651.28	803.26	651.30	803.47
Other Comprehensive Income/ (Loss)	(2.13)	(3.86)	(2.13)	(3.86)
Total Comprehensive Income for the year	649.15	799.40	649.17	799.61
Earnings Per Share (Face Value of Share J 5/- each)
Basic (H)	7.16	10.21	7.16	10.21
Diluted (H)	7.16	10.21	7.16	10.21

*The standalone as well as the consolidated financial statement have been prepared in accordance with the Indian Accounting Standards (Ind AS).

The financial year 2024-25 was a year that tested the strength and resilience of the entire logistics sector. It is a year marked by resilience, execution, and consolidation. However, despite several external headwinds, including the geopolitical disruptions and global trade uncertainties, your Company has managed to deliver a stable performance, particularly given by the domestic segment, while also making meaningful progress in strategic areas that position us very well for the future.

In financial year 2024-25, standalone revenue of H 17,257.20 Million was reported, an increase of 2.37%, from H 16,857.69 Million in the previous financial year. Due to the factors mentioned above, the EBITDA declined to H 1,199.35 Million from H 1,460.61 Million in previous financial year; Profit Before Tax ("PBT") declined to H 878.33 Million from H 1,083.84 Million; PAT declined to H 651.28 Million in financial year 2024-25 compared to H 803.26 Million in previous financial year; and the Earnings Per Share (EPS) stood at H 7.16 compared to H 10.21 in the previous financial year.

2. DIVIDEND:

To conserve the resources for future growth, the Board of Directors of your Company have not recommended any dividend against the Equity Shares of the Company for the financial year under review.

3. TRANSFER TO RESERVES:

The Board has decided not to transfer any amount to the General Reserves for the financial year under review. The profits earned during the financial year have been retained in the Profit & Loss Account of the Company for business and operations of the Company.

4. CHANGE IN SHARE CAPITAL:

The Share Capital of the Company underwent changes during the financial year 2024-25 as follows:

Authorised Share Capital:

On September 16, 2024, the Authorised Share Capital of the Company was increased from H 650.00 Million divided into 100,000,000 equity shares of H 5 each and 15,000,000 redeemable non-cumulative preference shares of H 10 each to H 667.50millions divided into 103,500,000 equity shares of H 5 each and 15,000,000 redeemable non-cumulative preference shares of H 10 each.

As on March 31, 2025, the Authorised Equity Share capital of the Company was H 667.50 Million comprising of 103,500,000 equity shares of H 5 each and 15,000,000 redeemable non-cumulative preference shares of H 10 each.

Issued, Subscribed and Paid up Share Capital:

Allotment of Shares pursuant to IPO:

Further to the Initial Public Offer (IPO), on September 20, 2024, the Company allotted 2,32,55,813 Equity Shares of face value of H 5 each amounting H 116.28millions.

As on March 31, 2025, the issued, subscribed and paid-up Equity Share capital of the Company was H 509.78 Million comprising of 10,19,55,213 Equity Shares of face value of H 5 each.

Except as stated above, during the current financial year there was no change in the Capital structure of the Company. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued to employees or Directors of the Company under any scheme (including Sweat Equity Shares).

5. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATES:

5.1 Subsidiary:

The Company has no Subsidiary Company, within the meaning of Section 2(87) of the Companies Act, 2013, as on March 31, 2025.

5.2 Joint Venture:

The Company does not have any Joint Venture as on March 31, 2025.

5.3 Associates:

Pursuant to Section 2(6) of the Companies Act, 2013, the Company has three Associates Companies as on March 31, 2025. The details of the Associates are annexed as per prescribed form AOC-1 marked as Annexure "A" to this Report. Accordingly, the Company has also prepared the Consolidated Financial Statements for the financial year ended March 31, 2025.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company i.e. https://western-carriers. com/financials.php

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (‘KMPS):

The constitution of the Board of Directors of the Company is in accordance with the provisions of the Companies Act and SEBI LODR Regulations. As on March 31, 2025, the Companys Board has 6 (Six) Directors of whom two are Women Directors, comprising of 01 (one) Managing Director, 02 (Two) Whole-time Directors and 03 (Three) Non-Executive Independent Directors including 01 (one) Woman Independent Director.

Key Managerial Personnel

As on March 31, 2025, Mr. Rajendra Sethia, Chairman and Managing Director, , Mr. Kanishka Sethia- Wholetime Director, Chief Executive Officer& Chief Financial Officer, Mrs. Sushila Sethia, Whole Time Director, and Ms. Sapna Kochar, Company Secretary & Compliance Officer; are the Key Managerial Personnel (KMP) of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

The details of the changes taken place during the financial year under review in the Directorship and Key Managerial Personnel of the Company are mentioned as under:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act Mrs. Sushila Sethia (DIN: DIN: 00268016) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends her re-appointment as an Executive Director of the Company, liable to retire by rotation. The necessary resolution for the re-appointment of Mrs. Sushila Sethia, forms part of the AGM notice.

Mr. Dinesh Kumar Mantri, Chief Financial Officer (Key Managerial Personnel) retired from the Company on January 17, 2025 having attained the age of superannuation.

Changes in the Directors and KMPs after the end of financial year 2024-25 and till the date of this Report

The Board of Directors in their meeting held on April 12, 2025 approved the additional charge of office to Mr. Kanishka Sethia as the Chief Financial Officer (Key Managerial Personnel) along with his current designation of Whole-time Director and Chief Executive Officer of the Company on the existing terms of appointment, on the recommendation of the Nomination and Remuneration Committee and the Audit Committee. The Board of Directors, however, is in the process of selecting a suitable person to be appointed as the Chief Financial Officer, considering the size and operations of the Company.

7. PARTICULARS OF EMPLOYEES:

No other employees of the Company except Mr. Rajendra Sethia and Mr. Kanishka Sethia draws salary more than H 1.02 Cr. per annum or H 8.5 Lakh per month. The

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-E of the Boards Report.

Further, pursuant to the proviso to Section 136(1) of the Companies Act 2013, the disclosure under Section 197(12) of the Companies Act 2013, read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be sent to the members of the Company on request. Any member interested in obtaining such information may write to the Company Secretary of the Company at investors@westcong.com.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief, hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. they have 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 as at March 31, 2025 and the profit of the Company as at March 31, 2025; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

9. AUDITORS AND THEIR REPORT:

9.1 Statutory Auditors:

M/s D.C Dharewa & Co., Chartered Accountants, Kolkata (Firm Registration No. 322617E) was appointed as the Statutory Auditor of the company for a period of 5 consecutive years, commencing from April 01, 2023 to March 31, 2028 in the Annual General Meeting of the Company held on 30^thSeptember, 2023.

There is no qualification, observation, disclaimer or adverse remark in the Auditors Report.

There have been no instances of fraud by the Company or on the Company which has been reported by the statutory auditors under Section 143(12) of the Act. The Company does not expect any material financial impact.

9.2 SECRETARIAL AUDITOR:

In compliance to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, Mr. Rohit Singhi, Practicing Company Secretary, COP--16021 was appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial year 2024-2025.

The Secretarial Audit Report submitted by the Company Secretary in practice for the financial year ended 31^st March, 2025 in Form MR-3 for 2024-2025 annexed herewith marked as "Annexure-B" to this report. There is no qualification, observation, disclaimer or adverse remark in the Secretarial Auditors Report.

Mr. Ashok Kumar Daga, a peer reviewed Practicing Company Secretary, (FCS No. 2699, CoP No. 2948) is recommended for appointment as the Secretarial Auditor of the Company for a period of five (5) years, commencing on April 01, 2025, until March 31, 2030, to undertake Secretarial Audit as required under the Act and SEBI Listing Regulations and to issue the necessary

Secretarial Audit Report for the aforesaid period at such remuneration as may be decided by the Board of Directors in consultation with the Secretarial Auditors of the Company.

9.3 INTERNAL AUDITORS:

M/s Genie Mensch Consultants, to conduct the regular internal Audit for the financial year 2024 -2025, and to review processes to ensure that such systems are reinforced on an ongoing basis.

The Company has Finance Control & Policy in place to ensure financial discipline, accountability, and compliance across the organization and to protect company assets and minimize operational and financial risks, facilitate transparent, accurate, and timely financial reporting.

9.4 COST AUDITOR AND COST RECORDS:

For the financial year 2024-25, the provisions of Cost Audit as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, were not applicable to the Company. As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company was not required to maintain cost records for financial year 2024-2025 and accordingly, such accounts and records are not maintained.

10. RISK MANAGEMENT FRAMEWORK:

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.The Company has a well-defined risk management policy and framework which sets out the objectives and elements of risk management within the Company and helps to promote risk awareness across the organisation and integrate risk management within the corporate culture. The Risk Management Policy inter-alia includes well defined risk management roles within the Company, risk appetite and risk tolerance capacity of the Company, identification and assessment of the likelihood and impact of risk, risk handling and response strategy and reporting of existing and new risks associated with the Companys activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Companys objectives.

The Risk Management Policy of the Company is available on the website of the Company and can be accessed through weblink .

11. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT:

Detailsoftheloans,guarantees,securityandinvestments, as required under Section 186 of the Act are provided as part of the notes to the standalone financial statements of the Company.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All Related Party Transactions entered into by the Company, during the financial year under review, were in the ordinary course of business and on arms length basis. All contracts/ arrangements/ transactions entered by the Company during the financial year 2024-25 with related parties are in compliance with the applicable provisions of the Act, Rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In compliance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the material Related Party Transactions entered into by the Company for the financial year 2024-25 are disclosed in Form AOC-2 annexed herewith as Annexure D to this

Boards Report and forms part of the Boards Report.

During the year under review, the Company had not entered into any materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

All Related Party Transactions are placed before the Audit Committee, the Board of Directors and to the shareholders of the Company, wherever required, for their approval.

The policy on Related Party Transactions, as amended & approved, from time to time, by the Board may be accessed on the Companys website https://western-carriers.com/assets/images/pdf/ PolicyonMaterialityofRelatedPartyTransactions.pdf.

13. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025, in Form MGT - 7 in accordance with Section 92(3) and 134(3)(a) of the Act read with the Companies (Management and administration) Rules, 2014 will be uploaded on the website of the Company and can be accessed at https://western-carriers.com/ annual-returns.php.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company has in place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Nomination and Remuneration Policy provided u/s 178(3) of the Act is available on the Companys website and accessible through weblink and the Policy for determining qualifications, positive attributes and independence of a director is available on the Companys website and can be accessible through weblink.

15. POLICY ON DIVERSITY OF BOARD OF DIRECTORS:

In compliance with the Listing Regulations, the Company has formulated the policy on Diversity of Board of Directors available on our website and accessible through weblink. The Company recognises the benefits of having a diverse Board and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage.

16. CREDIT RATINGS:

During the year under review, the credit ratings of the Company for Bank Facilities as follows:

Particulars	CRISIL Ratings Limited
Total Bank Loan	H 276 Crore (Enhanced
Facilities Rated	from H 231 Crore)
Long Term Rating	CRISIL A-/Positive
	(Reaffirmed)
Short Term Rating	CRISIL A2+ (Reaffirmed)
Date of rating	July 05, 2024

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo:

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy- During the year under review, adequate measures have been initiated to reduce energy consumption.

(ii) The steps taken by the company for utilising alternate sources of energy- The operations of your Company are not energy intensive.

(iii) The capital investment on energy conservation equipments -During the year under review, the Company has not incurred capital investment on energy conservation equipments.

(B) Technology absorption:

(i) the efforts made towards technology absorption;

- Our fleet is equipped with FASTag for tolls, GPS systems on all cross-country moving commercial vehicles.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; - Not Applicable

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable

(a) the details of technology imported; - None

(b) the year of import; - Not Applicable

(c) whether the technology been fully absorbed; - Not Applicable

(d) if not fully absorbed, areas where absorption - Not applicable has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development. - During the financial year 2024-2025, the Company did not incur any expenses towards Research and Development activities.

(C) Foreign exchange Earnings and Outgo:

The details of foreign exchange earnings or out flow of the company for the financial year ended March 31, 2025 and the corresponding figures for the previous financial year under review are as follows:

Particulars	Current Year	Previous Year
	(2024-2025)	(2023-2024)
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Out flow	H 1.17 Million	H 2.59 Million

18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company is committed to highest standards of ethical, moral, compliance and legal conduct of its business. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standard of responsibility, professionalism, honesty and integrity, the Company has Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Act and Regulation 22 of the Listing Regulations and encourages complaints / grievances to be registered at acm@westcong.com.

The Audit Committee of the Company oversees vigil mechanism process of the Company pursuant to the provisions of the Act. The Chairman of the Audit Committee has direct access to the e-mail id: acm@westcong.com for receiving the Complaints under Whistle Blower Policy. for Employees to build awareness in the respective area. The Whistle Blower Policy is available on the Companys website and is accessible through weblink.

During the year under review no complaint was received as of March 31, 2025.

19. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition& Redressal) Act, 2013 ("POSH Act") to provide a safe, secure and enabling environment, free from sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee (ICC) has also been set up to redress the Complaints received regarding sexual harassment. During the year, the Company organised online training session and awareness programs on the topics of POSH for the Employees.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Composition of POSH ICC Committee	yes
The number of sexual harassment complaints received during the year	Nil
The number of such complaints disposed of during the year	Nil
The number of cases pending for a period exceeding ninety days	Nil
Number of Complaints pending as on the end of the financial year	Nil

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of the Act pertaining to Corporate Social Responsibility ("CSR"), the Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee").

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and Policy of the Company.

The Annual Report on CSR along with the detail of the budget and expenditure towards the CSR is set out in Annexure -C to this report. The CSR Policy is available on the Companys website and accessible through weblink.

21. INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, there is no amount which is required to be transferred to the Investors Education and Protection Fund as per the provisions of Section125(2) of the Act.

22. CORPORATE GOVERNANCE REPORT:

The Company embeds sound Corporate Governance practices and constantly strives to adopt emerging best practices. In compliance to the provisions of Regulation 34 of the SEBI LODR Regulations, report of Corporate Governance of the Company, forms part of this Annual Report.

23. MANAGEMENT DISCUSSION ANDANALYSIS REPORT:

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

24. MATERIAL CHANGES AND COMMITMENTS OCCURRED AFTER THE CLOSE OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT AFFECTING THE FINANCIAL POSITION OF THE COMPANY;

No material changes and commitments have occurred between end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has put in place adequate Internal financial Controls with reference to the financial statements. The Companys internal financial controls and systems are adequate commensurate with the nature and size of the Company and it ensures compliance of the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Companys internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organisations pace of growth and increasing complexity of operations. This ensures the safeguarding of assets and properties of the Company and protects against unauthorized use and disposal of the assets.

The Audit Committee periodically reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them.

26. INVESTOR RELATIONS (IR):

In compliance with Regulation 46 of the Listing Regulations, the Company promptly disseminates press releases and presentations regarding its performance on its website for the benefit of investors, analysts, and other shareholders immediately following the communication of financial results to the Stock Exchanges. Additionally, the Company publishes quarterly financial results in prominent business newspapers and on its website.

Moreover, the Company conducts an investor call, following the declaration of financial results, to offer insights into its performance. The transcribed, and audio recording is made available on the Companys website.

The details of Analyst/Institutional Investors Presentation are duly updated on the website of the Company from time to time.

27. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

During the financial year 2024-25, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in accordance with the provisions of Section 118 (10) of the Act.

28. DEPOSITS:

During the financial year 2024-25, the Company has not accepted any deposits as defined under Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

29. SIGNIFICANT/ MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR:

Initial Public Offering (IPO):

During the financial year 2024-25, the Company undertook the Initial Public Offer (‘IPO) of 28,655,813 Equity Shares (Fresh issue + Offer for Sale) of face value of H 5 each of the Company for cash at a price of H 172 per Equity Share, including a premium of H 167 per Equity Share. The bidding of the IPO Commenced on September 13, 2024 and concluded on September 19, 2024. The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on Friday, September 20, 2024 and the Equity Shares of the Company got listed on BSE Limited (‘BSE) and National Stock Exchange of India Limited (‘NSE) (‘BSE & ‘NSE hereinafter will be collectively referred to as ‘Stock Exchanges) with effect from September 24, 2024.

The issue was led by book running Lead Managers i.e. JM Financial Limited, Kotak Mahindra Capital Company Limited (collectively referred to as ‘BRLMs). The Board places on record its appreciation for the support provided by various Authorities, Stock Exchanges, BRLMs, Legal Counsels, Depositories, Consultants, Auditors and Employees of the Company for making the IPO of the Company a success. We are gratified and humbled by the strong participation shown in the Companys IPO by leading domestic and global institutional investors, NRIs, HNIs, retail investors and other market participants.

Proceeds from IPO

The details of the IPO proceeds from fresh issue is summarized below:

Particulars	Amount
	(J In Million)
Amount received from fresh Issue	4,000.00
Less: Estimated Offer expenses in relation to the Fresh Issue (inclusive of taxes)	370.62
Total	3,629.38

Monitoring Agency

As IPO of the Company included fresh issue of Equity Shares, the Company appointed CRISIL Ratings Limited as Monitoring Agency of the Company which provides report on a quarterly basis regarding the utilization of IPO proceeds and the same is filed with the Stock Exchanges in timely manner.

The utilization of IPO proceeds of H 3629.38 Million (net of IPO expenses of H 370.62 Million) as on March 31, 2025 have been mentioned hereunder:

Particulars	Amount to be utilised as per prospectus (J in Million)	Utilised up to March 31, 2025	Unutilised up to March 31, 2025
Prepayment or scheduled re-payment of a portion of certain outstanding borrowings availed by our Company	1,635.00	1,635.00	-
Funding of capital expenditure requirements of our Company towards purchase of (i) commercial vehicles; (ii) 40 feet specialised containers and 20 feet normal shipping containers; and (iii) reach stackers	1,517.10	193.42	1,323.68
General corporate purposes	477.28	245.75	231.53
Total	3,629.38	2,074.17	1,555.21

Net proceeds of H 1,555.21 Million which were unutilised as at March 31, 2025, were temporarily invested in fixed deposit account with scheduled commercial banks.

Listing of Securities on Stock Exchanges

The Company received listing and trading approvals from the Stock Exchanges on September 23, 2024 and subsequently, the Equity Shares were listed on Stock Exchanges on September 24, 2024.

And consequently, the Corporate Identification Number ("CIN") of your Company changed from U63090WB2011PLC161111 to L63090WB2011PLC161111.

Suo Moto Compounding Application made Under Section 441 Of The Companies Act, 2013:

The Company had filed an appeal against the Order passed by Registrar of Companies in relation to the suo moto application filed by the Company before Regional Director, Eastern Region under section 454 of the Companies Act, 2013 for the adjudication of the penalty for violation of section 203 of the Companies Act, 2013.

The Regional Director, Eastern Region vide its order dated 09^th July, 2024 imposed a penalty of aggregating to H 30,88,000/- (Rupees Thirty Lakhs Eighty Eight Thousands only)on the Company, Directors and Officers-in-Default. The amount of penalty imposed on the Company was H 5,00,000/- (Rupees Five Lakhs only).

Further, the Company, Directors and Officers-in-Default paid the aforesaid part of their penalty to the Registrar of Companies amount within the prescribed time.

30. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

During the financial year 2023-24, The Company has not received any significant material Orders passed by the Judicial Bodies or Regulators impacting the going concern status and operations of the Company.

31. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the company for delivering higher growth and higher values. Further, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent Directors Databank.

In the Opinion of the Board, all the independent directors fulfills the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

32. ANNUAL EVALUATION OF BOARDS PERFORMANCE:

According to Regulations 25(3)& (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. During the financial year 2024-25, the Independent Directors held 2 (Two) meetings on September 09, 2024 and March 11, 2025. At such meetings, the Independent Directors, inter alia, discussed on price band for Initial Public Offer (‘IPO) and

(a) reviewed the performance of non-independent directors and the board of directors as a whole;

(b) reviewed the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors;

(c) assessed the quality, quantity and timeliness of flow of information between the management of the Company and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties, which they found satisfactorily and in proper place.

Further, Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the members of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee &other Committees.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the performance evaluation matrix/criteria approved by the Nomination and Remuneration Committee, such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the respective committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman performance was also evaluated on the key aspects of his role & responsibilities.

Further, the manner, in which the evaluation is carried out, has been explained in the Corporate Governance Report.

33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Key Managerial Personnel/Senior Managerial Personnel make presentations to the new Independent Director about the companys applicable policies, strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management.

Further, the Senior Management makes presentations periodically during meetings/seminars to familiarize the Independent Directors with the strategic, operational, statutory & regulatory changes applicable to the Organization. The details of the familiarization program of the independent directors are available on the website of the Company weblink.

34. NUMBER OF BOARD MEETINGS:

The meeting of the Board of Directors was held 15 (Fifteen) times during the Financial Year 2024-25 and the intervening gap between two succeeding meetings was not more than 120 days. Your Company has complied with the provisions of Chapter XII – Meetings of Board and its Powers, of the Companies Act, 2013 with respect to meetings of the Board. The details regarding the Board meetings and the attendance of the Directors present in such meetings are provided in the Corporate Governance report.

35. BOARD COMMITTEES OF THE COMPANY:

Brief details of the Committees along with their composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

i. Audit Committee:

The Board of Directors of the Company has constituted the Audit Committee in compliance with Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which consists of the following members viz.:

Name of Member	Designation	Category
Mr. Bipradas Bhattacharjee	Chairman	Independent Director
Mr. Sunil Munshi	Member	Independent Director
Mrs. Rajni Mishra	Member	Independent Director
Mr. Kanishka Sethia	Member	Whole time Director

*Note: The details regarding Composition, meetings and attendance of the members have been mentioned in the Corporate Governance Report.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

ii. Nomination and Remuneration Committee:

The Company has constituted the Nomination and Remuneration Committee in accordance with the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of the following members viz.:

Name of Member	Designation	Category
Bipradas Bhattacharjee	Chairman	Independent Director
Sunil Munshi	Member	Independent Director
Rajni Mishra	Member	Independent Director

Rajni Mishra Member Independent Director

* Note: The details regarding composition, terms of reference, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

iii. Stakeholders Relationship Committee:

The Company has constituted Stakeholders Relationship Committee in accordance of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of the following members. The details regarding Composition, terms of reference, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Name of Member	Designation	Category
Bipradas Bhattacharjee	Chairman	Independent Director
Sunil Munshi	Member	Independent Director
Rajendra Sethia	Member	Executive Director (Chairman & Managing Director)

* Note: The details regarding Composition, meetings and attendance of the members have been mentioned in the Corporate Governance Report.

iv. Corporate Social Responsibility Committee (CSR):

As per Section 135 of the Companies Act, 2013, every Company having net worth of Rupees five hundred crore or more, or turnover of Rupees one thousand crore or more, or a net profit of Rupees five crore or more during any financial year shall constitute the CSR Committee.

The Company was required to spend J 18.66 Million on CSR activities for FY2024-25. The Company had spent J_18.70 Million during FY 2024-25. The Company has thus spent the entire amount required to be spent on CSR activities during FY2024-25.

The Annual Report on Corporate Social Responsibility for the financial year ended March 31, 2025 is set out in Annexure-C to the Boards Report.

The Company has CSR Committee with following members.

Name of Member	Designation	Category
Sushila Sethia	Chairman	Wholetime Director
Rajendra Sethia	Member	Managing Director
Bipradas Bhattacharjee	Member	Independent Director
Sunil Munshi	Member	Independent Director

Note: The details regarding Composition, meetings and attendance of the members have been mentioned in the Corporate Governance Report

36. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns about unethical practice. Any complainant can have direct access to the Chairman of the Audit Committee or Ethics Officer, via e-mail ID or through submission of physical copies of compliant. The Vigil Mechanism Policy of the Company is placed on Companys website i.e., weblink.

37. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION:

The Company has adopted policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Policy as approved by the Board is placed on the website of the Company weblink.

38. RISK MANAGEMENT POLICY:

The provisions of Regulation 21 of SEBI (LODR) Regulation, 2015 is not applicable to the Company, since company do not fall under top 1000 listed entities. But the Company has constituted the Risk Management Committee.

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Companys website. https:// western-carriers.com/policies.php

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

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. This integration is enabled by all three being fully aligned in the Company wide Risk Management, Internal Control and Internal Audit methodologies and processes.

39. RISK & MITIGATION:

The Company has identified various risks faced by the Company from different areas. As required under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a risk management policy whereby a proper framework is set up.

Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

40. CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of the Company covering code of practices and procedure for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website of the Company

41. HUMAN RESOURCES:

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and maintaining growth during the year.

Further, the Directors wish to place on record their appreciation for the efficient and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort, the satisfactory performance would not have been possible.

42. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds, being dividends lying unpaid or 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).

43. MATERNITY BENEFITS COMPLIANCE:

During the year under review your company affirm the complies with the provisions of the Maternity Benefit Act, 1961.

44. OTHER MATERIAL INFORMATION:

During the year under review, there is no other material information to report.

45. GENERAL DISCLOSURE: i. During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

(c) issue of shares (including sweat equity shares) to employees of the Company under any scheme,

(d) raising of funds through preferential allotment or qualified institutions placement;

(e) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

(f) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

(g) instance of one-time settlement with any bank or financial institution;

(h) fraud reported by Statutory Auditors; and (i) change of nature of business.

ii. The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. iii. The details of the Committees of Board are provided in the Corporate Governance Report section of this Annual Report. iv. The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report. v. In accordance with the provisions of the Act and Listing Regulations read with relevant accounting standards, the consolidated audited financial statement forms part of this Annual Report.

vi. As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Companys website

46. CORPORATE INSOLVENCY RESOLUTION PROCESSINITIATEDUNDERTHEINSOLVENCY

AND BANKRUPTCYCODE, 2016:

During the financial year 2024-25, no application has been made under the Insolvency and Bankruptcy Code, 2016. Hence, the requirement to disclose the application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 along with its status at the end of financial year is not applicable.

47. CAUTIONARY STATEMENT:

Statement in the Directors report and the Management Discussion and Analysis describing the companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in statement. Important factors that could influence the company operation include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical material and their cost, changes in government policies and tax laws, economic developments of the country and other factors which are material to the business operations of the company.

48. ACKNOWLEDGEMENTS:

The Directors would like to place on record their sincere appreciation to its all stakeholders including customers, vendors, investors, bankers, Government and Regulatory Authorities and Stock Exchanges for their continued support during the year.

The Directors truly appreciates the contribution made by employees at all levels for their hard work, solidarity, cooperation and support.

Registered Office:	For and on behalf of the Board of Directors
2/6 Sarat Bose Road	For Western Carriers (India) Limited
2nd Floor
Kolkata – 700 020
	Rajendra Sethia
Date: August 28, 2025	Chairman & Managing Director
Place: Kolkata	DIN:00267974