Western Carriers India Ltd Directors Report

To The Members of

Western Carriers (India) Limited

Your Directors have pleasure in presenting the 15^th Boards Report on the business and operations of Western Carriers (India) Limited ("the Company" or "WCIL"), together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026 ("Financial Year under review" or "FY 2025-26").

The financial and operational performance of the Company has been presented on a consolidated basis, inclusive of its associate companies, wherever relevant.

1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS:

The financial highlights and operational summary of the Company for the Financial Year (FY) 2025-26, compared with the performance of FY 2024-25, are detailed below for your review: (Amount in H Millions, unless stated otherwise)

	Standalone		Consolidated
	Amount		Amount
Particulars	Financial year	Financial year	Financial year	Financial year
	2025-2026	2024-2025	2025-2026	2024-2025
Revenue from Operations	18,292.38	17,257.20	18,292.38	17,257.20
Other Income	145.49	132.05	145.49	132.05
Total Income	18,437.87	17,389.25	184,37.87	17,389.25
Profit Before Interest, Depreciation and Tax	995.23	1,331.40	995.24	1,331.42
Finance Cost	184.53	215.13	184.53	215.13
Depreciation	283.19	237.94	283.19	237.94
Profit Before Tax	527.51	878.33	527.52	878.35
Less: Provision for Tax
Current Tax	145.10	230.89	145.10	230.89
Deferred Tax	(5.75)	(3.84)	(5.75)	(3.84)
Profit after tax	388.16	651.28	388.17	651.30
Other Comprehensive Income/ (Loss)	0.73	(2.13)	0.73	(2.13)
Total Comprehensive Income for the year	388.89	649.15	388.90	649.17
Earnings Per Share (Face Value of Share J5/- each)
Basic (H)	3.81	7.16	3.81	7.16
Diluted (H)	3.81	7.16	3.81	7.16

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

The logistics industry continues to evolve towards a more integrated, technology-driven and globally interconnected ecosystem, where seamless cross-border coordination and operational excellence have become critical success factors. However, the financial year 2025–26 also demonstrated that geopolitical developments can significantly disrupt global supply chains, increase freight costs, constrain capacity and create operational uncertainties. Despite these challenges, the logistics sector continued its growth trajectory, supported by resilient domestic consumption, improving infrastructure, enhanced multimodal connectivity and increasing adoption of digital technologies.

Our asset-light, multimodal logistics model has once again demonstrated its resilience and adaptability in a rapidly changing business environment. The flexibility of our operating model has enabled us to maintain high service reliability across diverse customer segments while responding swiftly to market dynamics. As volumes continue to expand and customer requirements become increasingly sophisticated, we remain focused on disciplined execution, technology-driven operational efficiencies and continuous enhancement of our service capabilities. These strategic priorities enable us to effectively address our customers evolving needs while creating sustainable long-term value for all our stakeholders.

Execution excellence, prudent risk management and an unwavering commitment to customer service have always been the cornerstones of our business philosophy.

During a year marked by geopolitical uncertainties that were beyond our control, our employees demonstrated remarkable resilience, agility and commitment to ensuring uninterrupted service to our customers. Looking ahead, we remain optimistic about the opportunities before us. As global supply chains gradually stabilize and economic activity gains further momentum, we believe the Company is well-positioned to capitalize on emerging opportunities and accelerate its growth trajectory. Backed by a resilient business model, strong customer relationships, operational excellence and a committed workforce, we are confident of delivering sustainable growth and creating enduring value for our shareholders, customers, employees and all other stakeholders.

In financial year 2025-26, standalone revenue of H 18,292.38 millions was reported, an increase of 6%, from H17,257.20 millions in the previous financial year.

Due to the factors mentioned above, the EBITDA declined to H849.74 millions from H1,199.35 millions in previous financial year; Profit Before Tax ("PBT") declined to H527.51 millions from H878.33 millions; PAT declined to H388.16 millions in financial year 2025-26 compared to H651.28 millions in previous financial year; and the Earnings Per Share (EPS) stood at H 3.81 compared to H7.16_in the previous financial year.

CONSTRUCTION_OF GATI SHAKTI MULTI MODAL CARGO TERMINAL, LOCATED AT DEVALIYA STATION (WCGD):

Your Company has successfully completed construction_ of its_ Gati Shakti Multi Modal Cargo Terminal, located at Devaliya Station (WCGD), district Halvad, near_ Morbi, Gujarat and official launched the same on July 2025.

The facility is equipped to handle multimodal logistics via_ Container and Wagon Rake systems, serving key industries in the region.

This milestone marks a significant step in our commitment to delivering_seamless, safe, and cost-effective logistics solutions_across India to our esteemed customers.

2. DIVIDEND:

To prioritize resources for future growth, the Board has not recommended any equity dividend 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:

During the financial year 2025-26 there was no change in the Capital structure of the Company.

Authorised Share Capital:

As on March 31, 2026, the Authorised Share capital of the Company was H 667.50 millions comprising of 10,35,00,000 equity shares of H5 each and 15,000,000 redeemable non-cumulative preference shares of H10 each.

Issued, Subscribed and Paid up Share Capital:

As on March 31, 2026, the issued, subscribed and paid-up Equity Share capital of the Company was H509.78 millions comprising of 10,19,55,213 Equity Shares of face value of H5 each.

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, 2026.

5.2 Joint Venture:

The Company does not have any Joint Venture as on March 31, 2026.

5.3 Associates:

Pursuant to Section 2(6) of the Companies Act, 2013, the Company has three Associate Companies as on March 31, 2026. 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, 2026.

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 There was no change in nature of the business of the Associates of the Company during the financial year 2025-26.

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

The constitution of the Companys Board of Directors complies with the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations. As of March 31, 2026, the Board comprises 6 (Six) Directors out of which one is Managing Director, two are Whole-time Directors (including one Woman Director), and other three are Non-Executive Independent Directors (including one Woman Director).

Key Managerial Personnel

As on March 31, 2026, Mr. Rajendra Sethia, Chairman and Managing Director, Mr. Kanishka Sethia– Wholetime Director, designated as 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 (KMPs) 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:

Directors liable to retire by rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act. Mr. Kanishka Sethia (DIN: 00267232) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directorsrecommendshisre-appointmentasanExecutive Director of the Company, liable to retire by rotation. The necessary resolution for the re-appointment of Mr. Kanishka Sethia, forms part of the AGM notice.

Appointment of Chief Financial Officer

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.

Completion of Tenure

Mr. Bipradas Bhattacharjee (DIN: 07450712) completed his second term as an Independent Director of the Company on February 25, 2026 and subsequent to such completion of tenure, he ceased to be the Director of the Company with effect from February 26, 2026.

The Board places on record its sincere appreciation for the valuable guidance and contributions rendered by Mr. Bipradas Bhattacharjee during his tenure as an Independent Director of the Company.

Appointment of Independent Director

Mr. Sunil Duggal (DIN: 07291685) appointment as Non-Executive Independent Director for a first term of 5 (five) years commencing from February 13, 2026, up to February 12, 2031 was approved by the members through Postal Ballot on April 12, 2026.

Changes in the Directors and KMPs after the end of financial year 2025-26 and till the date of this Report

There is no other change in the Directors and KMPs after the end of the Financial Year and till the date of this Report.

7. PARTICULARS OF EMPLOYEES:

No employee of the Company, other than Mr. Rajendra Sethia and Mr. Kanishka Sethia, received remuneration exceeding H1.02 Crore per annum or H8.5 Lakh per month (if employed part of the financial year) during the financial year. The disclosures pertaining to remuneration and other details required under Section 197(12) of the Act, read with Rules 5(1) 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 Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available. 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, 2026, 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 and the profit of the Company for the Year ended March 31, 2026;

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 Auditors of the Company for a period of 5 consecutive years, commencing from the conclusion of the 12^th Annual General Meeting till the conclusion of the 17^th Annual General Meeting to be held in the calendar year 2028 in the Annual General Meeting of the Company held on 30^th September, 2023.

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

9.1.1 Those Charged With Governance (TCWG)

During the year under review, the Company formalised a structured framework for engagement with Those Charged with Governance ("TCWG"), in line with the requirements of the Companies Act, 2013, Standards on Auditing and guidance issued by the National Financial Reporting Authority (NFRA).

The TCWG framework has been established to institutionalise robust, transparent and continuous two-way communication between the Board, Audit Committee, Management and Statutory Auditors, thereby enhancing audit quality, strengthening financial reporting oversight and reinforcing investor confidence. This initiative reflects the Companys commitment to best-in-class governance practices, ensuring that critical audit matters, strategic decisions, risk areas and regulatory developments are deliberated in a timely and structured manner.

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. Ashok Kumar Daga, a peer reviewed Practicing Company Secretary, (FCS No. 2699, CoP No. 2948), was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for a period of five (5) years, commencing from April 01, 2025 to March 31, 2030 in the Annual General Meeting of the Company held on September 27, 2025, to undertake the Secretarial Audit as required under the Act and SEBI Listing Regulations and to issue the necessary Secretarial Audit Report.

The Secretarial Audit Report submitted by the Company Secretary in practice for the financial year ended March 31, 2026 in Form MR-3 for 2025-2026 annexed herewith marked as "Annexure-B" to this report. There is no qualification, observation, disclaimer or adverse remark in the Secretarial Auditors Report.

9.3 INTERNAL AUDITORS:

M/s Genie Mensch Consultants has been appointed as Internal Auditors to conduct the regular internal audit for the financial year 2025–2026 and to ensure the continuous reinforcement of organizational processes. The Company maintains a robust Internal Financial Control & Policy framework designed to ensure financial discipline, accountability, and compliance across the organization. This framework protects company assets, minimizes operational and financial risks, and facilitates transparent, accurate, and timely financial reporting.

9.4 COST AUDITOR AND COST RECORDS:

For the financial year 2025–2026, the provisions of Cost Audit specified by the Central Government under Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, were not applicable to the Company. Accordingly, the Company was not required to maintain cost records, and no such accounts or records have been 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 https://western-carriers.com/assets/images/pdf/ RiskManagementPolicyandProcedures.pdf.

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

The loans given and investments made by the company are within the limits. Further, the company has not given any guarantee and provided any securities 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 2025-26 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 2025-26 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 has 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 have any pecuniary relationships or transactions vis-?-vis the Company. All Related Party Transactions are placed before the Audit Committee, the Board of Directors and also 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:

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026, in Form MGT-7 will be available 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 Companys Nomination and Remuneration Policy outlines the criteria for the appointment and remuneration of Directors, Key Managerial Personnel, and Senior Management Personnel. Every Board appointment is subject to the prior recommendation of the Nomination and Remuneration Committee (NRC). While the salient features of the Policy are detailed in the Corporate Governance Report attached to this Annual Report, the complete policy framework formulated under Section 178(3) of the Act detailing director qualifications, positive attributes, and independence criteria is accessible on the Companys website at https://western-carriers.com/assets/images/pdf/Policy fordeterminingqualificationspositiveattributesand independenceofaDirector.pdf

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 https://western-carriers.com/assets/images/pdf/ PolicyonDiversityofBoardofDirectors.pdf. 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	H276 Crore
Facilities Rated
Long Term Rating	Crisil A-/Stable (Outlook revised from ‘Positive; Rating Reaffirmed)
Short Term Rating	CRISIL A2+ (Reaffirmed)
Date of rating	September 26, 2025

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 equipment - No capital investment was undertaken by the Company on energy conservation equipment during the financial year under review.

(B) Technology absorption:

(i) the efforts made towards technology absorption; –Our fleet is equipped with FASTag services 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 2025-2026, the Company did not incur any expenses towards Research and Development activities.

(C) Foreign exchange Earnings and Outgo:

The details of foreign exchange earnings and out flow of the company for the financial year ended March 31, 2026 and the corresponding figures for the previous financial year under review are as follows:

	Current Year	Previous Year
Particulars	(2025-2026)	(2024-2025)
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Out flow	H3.41 million	H1.17 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 https://western-carriers.com/assets/images/pdf/ WhistleBlowerPolicy.pdf During the year under review no complaint was received under vigil mechanism.

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 Projects was done in compliance with the CSR objectives and Policy of the Company. The CSR obligation for the financial year 2025-26 was Rs. 19.45 millions and the amount spent during the financial year was Rs. 19.50 millions.

The Annual Report on CSR along with the detail of the 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 https://western-carriers. com/assets/images/pdf/CSR-Policy-18-March-23.pdf.

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 Management Discussion and Analysis for the financial year under review, as stipulated under SEBI Listing Regulations, is presented in a separate section and forms part of this Annual Report and it contains operational performance of your company.

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):

Throughout the financial year 2025-26, the Company continued its interactions with analysts and investors, establishing a relationship of transparency and mutual understanding.

The Management of the Company engages with the investor community through different means such as one-on-one meetings, group meetings, site visit and participation in conferences organised by investors/ broking houses. Additionally, the Company conducts quarterly earnings conference calls, following the announcement of the financial results.

These interactions take place either virtually or in person and aim to provide a comprehensive overview of the Companys operations, business and financial performance, as well as industry developments. To ensure transparency and equal access of information to all stakeholders and the general public, the Company uploads relevant details of the schedules, presentations, outcomes, audio-recordings, text transcripts etc. of the interactions held on its website and on the website of the stock exchanges where its equity shares are listed, at various stages of the interactions.

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 https:// western-carriers.com/newspaper-publications.php. 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 and can be accessed at https://western-carriers.com/audio.php 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 2025-26, 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 2025-26, 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:

During the financial year under review there were no significant or material events that took place.

30. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

During the financial year 2025-26, 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 theCompaniesAct,2013andtheSEBI(ListingObligations and Disclosure Requirements) Regulations, 2015.

32. ANNUAL EVALUATION OF BOARDS PERFORMANCE:

In compliance with Regulations 25(3) and (4) of the SEBI (LODR) Regulations, 2015, two meetings of the Independent Directors were held during FY 2025-26. During these meetings, the Independent Directors reviewed the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson (incorporating feedback from other directors), while also evaluating the efficacy of the information flow between Management and the Board. and evaluated the quality, quantity, and timeliness of information shared between the Management and the Board. The Independent Directors found the information flow to be satisfactory and robust enough to support the Board in effectively discharging its duties. 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 section.

33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company conducts a structured orientation programme for all newly appointed Independent Directors. Through presentations by Executive Directors and Senior Management, new directors are familiarized with the Companys business model, strategy, operations, organizational structure, risk management, and applicable policies.

On an ongoing basis, Senior Management regularly briefs the Independent Directors during meetings and seminars on strategic, operational, statutory, and regulatory updates.

Full details of the familiarization programme are available on our website at: https://western-carriers.com/assets/ images/pdf/Familarisation-Programme-for-Independent-Director_updated.pdf.

34. NUMBER OF BOARD MEETINGS:

Seven meetings of the Board of Directors were convened during the Financial Year 2025-26. In terms of the provisions of Chapter XII of the Companies Act, 2013, the intervening gap between any two succeeding meetings was maintained at not more than 120 days. The Company has complied with all applicable statutory provisions relating to Board meetings. The relevant details of the meetings and the attendance record of the Directors are forming part of 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 as on March 31, 2026 viz.:

Name of Member	Designation	Category
Mrs. Rajni Mishra	Chairperson	Independent Director
Mr. Sunil Munshi	Member	Independent Director
Mr. Kanishka Sethia	Member	Whole time Director
Mr. Sunil Duggal	Member	Independent Director

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

During the financial year under review the Audit Committee was reconstituted Mr. Bipradas Bhattacharjee ceased to be the Chairperson of the Committee due to completion of tenure and Mrs. Rajni Mishra was appointed as the Chairperson of the Committee and Mr. Sunil Duggal was inducted as the member of the Committee.

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 as on March 31, 2026 viz.:

Name of Member	Designation	Category
Mr. Sunil Munshi	Chairperson	Independent Director
Mr. Sunil Duggal	Member	Independent Director
Mrs. 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.

During the financial year under review the Nomination and Remuneration Committee was reconstituted Mr. Bipradas Bhattacharjee ceased to be the Chairperson of the Committee due to completion of tenure and Mr. Sunil Munshi was appointed as the Chairperson of the Committee and Mr. Sunil Duggal was inducted as the member of the Committee.

All the recommendations of the Nomination and Remuneration Committee during the year were accepted by the Board of Directors of the Company.

iii. Stakeholders Relationship Committee:

The Company has constituted Stakeholders Relationship Committee in accordance with the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of the following members as on March 31, 2026. The details regarding Composition, terms of reference, meeting and attendance of the members have been mentioned in the Corporate Governance Report.

Name of Member	Designation	Category
Mr. Sunil Munshi	Chairperson	Independent Director
Mrs. Rajni Mishra	Member	Independent Director
Mr. 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.

During the financial year under review the Stakeholders Relationship Committee was reconstituted Mr. Bipradas Bhattacharjee ceased to be the Chairperson of the Committee due to completion of tenure and Mr. Sunil Munshi was appointed as the Chairperson of the Committee and Mrs. Rajni Mishra was inducted as the member of the Committee.

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 Rs 19.45 millions on CSR activities for FY2025-26 out of which the Company fully spent the CSR amount of Rs 19.50 millions. The Annual Report on Corporate Social Responsibility for the financial year ended March 31, 2026 is set out in Annexure-C to the Boards Report.

The Company has CSR Committee with following members as on March 31, 2026.

Name of Member	Designation	Category
Mrs. Sushila Sethia	Chairperson	Wholetime Director
Mr. Rajendra Sethia	Member	Chairman & Managing Director
Mrs. Rajni Mishra	Member	Independent Director
Mr. Sunil Munshi	Member	Independent Director

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

During the financial year under review the CSR Committee was reconstituted Mr. Bipradas Bhattacharjee ceased to be the Member of the Committee due to completion of tenure and Mrs. Rajni Mishra was inducted as the member of the Committee.

All the recommendations of the Corporate Social Responsibility Committee (CSR) during the year were accepted by the Board of Directors of the Company.

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 the unethical practice. Any complainant can have direct access to the Chairman of the Audit Committee, via e-mail ID or through submission of physical copies of compliant. The Vigil Mechanism Policy/ Whistle Blower Policy of the Company is placed on Companys website and can be accessed at https://western-carriers.com/assets/images/pdf/ WhistleBlowerPolicy.pdf.

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 https://western-carriers.com/ assets/images/pdf/POLICY-KMP-REVISED.pdf.

38. RISK & MITIGATION AND RISK MANAGEMENT POLICY:

The company is not required to comply with Regulation 21 of the SEBI (LODR) Regulations, 2015 as it ranks outside the top 1,000 listed entities; however, a Risk Management Committee has been voluntarily formed. 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.

To safeguard organizational value, the Company has implemented a Risk Management Policy along with a comprehensive assessment framework approved by the Board of Directors. This framework ensures systematic risk identification, evaluation, and mitigation. The complete policy has been uploaded and is available for review on the Companys website https://western-carriers.com/assets/images/pdf/ RiskManagementPolicyandProcedures.pdf 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. CODE OF CONDUCT 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) Regulations, 2015, to regulate, monitor, and report trading in securities by the Designated Persons of the Company and their immediate relatives. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by Designated Persons and their immediate relatives while in possession of unpublished price sensitive information (UPSI) in relation to the Company, as well as during the period when the Trading Window is closed. The Compliance Officer administers the Code under the overall supervision of the Board of Directors. All members of the Board of Directors and designated employees have confirmed compliance with the Code for the financial year. The Insider Trading Policy, covering the code of practices and procedures for fair disclosure of UPSI, is available on the website of the Company.

40. 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.

41. MATERNITY BENEFITS COMPLIANCE:

During the financial year under review, your Company continues to strictly adhere to and comply with the provisions of the Maternity Benefit Act, 1961, ensuring a supportive environment for its employees.

42. DISCLOSURE UNDER LARGE CORPORATE ENTITY.

Pursuant to Chapter XII of the Operational Circular issued by the Securities and Exchange Board of India (SEBI) dated August 10, 2021, as amended and consolidated vide SEBI Circular No. SEBI/HO/DDHS/ DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, regarding disclosures by entities identified as Large Corporates, the Company confirms that it does not fall under the "Large Corporate" (LC) category as on March 31, 2026.

The Company does not meet the cumulative criteria specified under the framework (i.e., specified listed securities, outstanding long-term borrowings of H100 Crore or above, and a credit rating of "AA-" or above). Consequent to this, the framework and the associated compliances including the requirement for incremental borrowings through the issuance of debt securities are not applicable to the Company for the financial year under review and the ensuing financial year. The necessary initial disclosure in this regard has been duly filed with the Stock Exchange(s).

43. OTHER MATERIAL INFORMATION:

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

44. GENERAL DISCLOSURE:

i. During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

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

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

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

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

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

(f) 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 this 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.

45. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year 2025-26, no application has been made, nor are any proceedings pending against or by the Company under the Insolvency and Bankruptcy Code, 2016. Hence, the disclosure of the status of any such application or proceeding at the end of the financial year is not applicable.

46. CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion and Analysis describing the Companys objectives, projections, expectations, or estimates may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially or substantially from those expressed or implied.

Important factors that could cause operational and financial variations include global and domestic economic conditions, cyclical demand and pricing in the industry, significant changes in the political and regulatory environment, amendments to tax laws, litigation, labor relations, foreign exchange fluctuations, technological disruptions, interest costs, and other incidental factors over which the Company does not have direct control.

47. ACKNOWLEDGEMENTS:

The Directors place on record their sincere appreciation for the continued support, trust, and cooperation extended to the Company by all its Shareholders, stakeholders, including customers, vendors, investors, bankers, financial institutions, the Government, regulatory authorities, and the Stock Exchanges during the year under review.

The Directors also wish to express their deep appreciation for the invaluable contribution, hard work, dedication, and solidarity demonstrated by employees at all levels, which have been instrumental in the Companys performance and growth.

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 29, 2026	Chairman & Managing Director
Place: Kolkata	DIN:00267974