Directors Report of Tara Chand InfraLogistic Solutions Ltd.

Mar 31, 2025

The Board of Directors present the Company''s Thirteenth Annual Report and the Company''s Audited Financial Statements
for the financial year ended March 31, 2025.

FINANCIAL SUMMARY/ HIGHLIGHTS:

The performance of the Company During the financial year is as under:

[Amount - '' in Lakhs]

Particulars	2024-25	2023-24
Total Income	25404.92	17485.56
Less: Expenses	22079.55	15314.95
Profit/(Loss) before tax	3325.37	2170.61
Tax Expenses
Current Tax	552.23	500.00
Deferred Tax	291.51	56.53
Tax Adjustments Relating to Earlier Years	(4.09)	0.78
Profit (Loss)After Taxation	2485.72	1613.29

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

During the year under review, total revenue from
operations including the other income was Rs. 25404.92
/- lacs against Rs.17485.56/- lacs in the previous year. The
Company has earned a net profit of Rs. 2485.72/- lacs in the
current financial year against the net profit of Rs. 1613.29/-
lacs earned in the previous financial year.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire
amount of profit under Retained Earnings. Accordingly,
your Company has not transferred any amount to General
Reserves for the year ended 31 March, 2025.

DIVIDEND:

During the year under review, the Board of Directors of
the Company, approved and declared an Interim Dividend
of ''0.20 per equity share of face value ''2/- each for the
financial year 2024-25.

For the purpose of determining the eligibility of shareholders
for receiving the interim dividend, the Board fixed Friday,
February 7, 2025, as the Record Date, in accordance with
Regulation 42 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations").

SHARE CAPITAL:

The paid-up equity share capital of the Company as on
March 31, 2025 is Rs. 15,76,49,800/- (Rupees Fifteen Crores
Seventy Six Lacs Forty-Nine Thousand Eight Hundred

only). As of March 31, 2025, out of the total paid-up share
capital of the Company, 70.67 % is held by the Promoter
& Promoter Group in fully dematerialized form and the
remaining balance of 29.33 % is held by Public. All the
shares are in dematerialized form except 10 shares which
are in physical form.

During the year under review, the Company has neither
issued shares with differential rights as to dividend, voting
or otherwise nor has issued any shares pursuant to stock
options or sweat equity under any scheme.

During the financial year 2022-23, the Company had issued
and allotted 21,20,000 (Twenty-One Lacs Twenty Thousand
Only) Fully Convertible Warrants ("Warrants/Convertible
Warrants") into equity shares on a preferential basis to
Promoter Group and certain identified non-promoter-
persons/entities for cash at an issue price of Rs. 72/-
(Rupees Seventy-Two Only) per warrant having face value
Rs. 10/- (Rupees Ten Only) at premium of Rs. 62/- (Rupees
Sixty-Two only) per warrant aggregate amounting to
Rs.15,26,40,000/- (Rupees Fifteen Crore Twenty-Six Lacs
Forty Thousand Only) with a right to the warrant holders to
apply for and be allotted 1 (One) Equity Share of the face
value of Rs. 10/- (Rupees Ten Only) each of the Company
("Equity Shares").

Further, in the financial year 2024-25, the Company has
allotted the equity shares against the fully convertible
warrants pursuant to the receipt of the request from the
warrant holders of the Company with respect to conversion
of their warrant into equivalent no of equity shares as per
details below:

S.No.	Date of Allotment	No. Equity shares allotted
1.	June 28, 2024	3,00,000
2.	September 24, 2024	2,90,000

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the
Company during the financial year under review.

MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
AS REQUIRED UNDER SECTION 134(3)(l):

i. Share Split

In order to enhance the liquidity of the Company''s
equity shares and to encourage broader participation
from small investors by making shares more affordable,
the Board of Directors, at its meeting held on July 1,
2024, considered and approved a proposal for the sub¬
division of the equity shares of the Company.

Pursuant to this, each fully paid-up equity share of the
Company having a face value of ''10/- (Rupees Ten only)
has been sub-divided into 5 (Five) fully paid-up equity
shares having a face value of ''2/- (Rupees Two only) each.

This change in the face value of equity shares does
not result in any alteration to the overall amount of
the Authorised, Issued, Subscribed and paid-up equity
share capital of the Company.

The shareholders approved the aforesaid sub-division
of equity shares at the Annual General Meeting held on
July 25, 2024.

ii. Migration from the National Stock Exchange ("NSE")
SME Board to the Mainboard of NSE:

Your company migrated from SME Emerge platform to
Capital Market Segment (Main board) of National Stock
Exchange on April 16, 2024.

PUBLIC DEPOSITS:

During the financial year 2024-25, your Company has not
accepted any deposit within the meaning of Sections 73
and 74 of the Companies Act,2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.

Hence, the requirement of furnishing details relating to
Deposits covered under Chapter V of the Act or the details
of Deposits that are not in compliance with Chapter V of
the Act is not applicable.

REPORT ON PERFORMANCE OF SUBSIDIARIES,
ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2025, according to the Companies Act,
2013 and rules made there under, the Company does not
have any Subsidiary Company, Associate Company or Joint
Venture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (''KMP''):

The Company is privileged to have a Board comprising

individuals of high integrity and proven competence.
Besides global experience, strong financial acumen,
strategic astuteness and leadership qualities, they have a
significant degree of commitment to the Company. They
devote adequate time to meetings and preparation.

In terms of the requirement of the SEBI Listing Regulations,
2015, the Board has identified core skills, expertise and
competencies of the Directors in the context of the
Company''s business for effective functioning and how
the current Board of Directors are fulfilling the required
skills and competencies. This is detailed at length in the
Corporate Governance Report which forms part of this
Annual Report.

A. MATTERS RELATING TO BOARD OF DIRECTORS AND
KEY MANAGERIAL PERSONNEL OF THE COMPANY:

I. APPOINTMENTS:

Ms Anju Mohanty was appointed as an Independent,
Non- Executive Director, with effect from June 24,
2024, for a period of three years.

II. RESIGNATIONS:

Mr. Sant Kumar Joshi retired from the Company with
effect from closure of business hours on April 21, 2024
upon completion of appointment as an Independent
Director of the Company.

Mr. Divakar Kapoli Hebbar resigned from the position
of Independent Director of the Company with effect
from closure of business hours on June 24, 2024.

Ms. Prerna Sandeep Aggarwal resigned from the
position of Non-Executive Director of the Company
with effect from closure of business hours on June 24,

2024.

Mrs. Nishu Kansal resigned from the position of
Company Secretary and Compliance Officer with
effect from closure of business hours on January 31,

2025.

III. RETIRE BY ROTATION:

Mr. Ajay Kumar(DIN: 00151477), Whole Time Director
of the Company, is liable to retire by rotation at the
forthcoming Annual General Meeting pursuant to
the provisions of Section 152 of the Act read with
the Companies (Appointment and Qualification of
Directors) Rules, 2014 and being eligible, offers himself
for re-appointment.

Particulars in pursuance of Regulation 36 of the SEBI
LODR Regulations read with Secretarial Standard - 2
on General Meetings, a brief profile of Mr. Ajay Kumar
is provided as an Annexure to the Notice of the 13th
Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration
from each Independent Director under Section 149 (7) of
the Companies Act, 2013 that they meet the criteria of
independence laid down in Section 149 (6) of the Companies
Act, 2013 along with a declaration received pursuant to
sub rule (3) of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules,2014. They have also
furnished the declaration pursuant to relevant regulations
of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force) (''Listing
Regulations''). The Independent Directors have individually
confirmed that they are not aware of any circumstances
or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge
their duties with an objective independent judgment and
without any external influence.

Based on the declarations and confirmations of the
Independent Directors and after undertaking due
assessment of the veracity of the same, the Board of
Directors recorded their opinion that all the Independent
Directors are independent of the management and have
fulfilled all the conditions as specified under the governing
provisions of the Companies Act, 2013 and the Listing
Regulations.

Further, the Independent Directors have also confirmed
that they have complied with the Company''s code of
conduct.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S OPERATIONS
IN THE FUTURE:

During the financial year under review, there were no such
orders passed by the regulators or courts or tribunals
impacting the going concern status and company''s
operations in future.

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion
that all the Independent Directors of the Company possess
the highest standard of integrity, relevant expertise and
experience required to best serve the interests of the
Company.

BOARD MEETINGS HELD DURING THE YEAR:

During the year, five (05) meetings of the Board of Directors
were held. The maximum gap between two Board meetings
did not exceed 120 days. The details of the meetings and
attendance of Directors are furnished in the Corporate
Governance Report which forms part of this Annual Report
attached as ''Annexure B'' to the Board''s Report.

COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the

Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board
had the following Five (4) Committees as on March 31, 2025:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee and

• Corporate Social Responsibility Committee

A detailed update on the Board, its committees, its
composition, detailed charter including terms of reference
of various Board Committees, number of committee
meetings held and attendance of the Directors at each
meeting is provided in the Corporate Governance Report,
which forms part of this Annual Report.

POLICY ON DIRECTOR''S APPOINTMENT AND
REMUNERATION:

The Company has formulated and adopted the Nomination
and Remuneration Policy in accordance with the provisions
of the Companies Act, 2013 read with the rules made
there under and SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. The said policy of the
Company, inter alia, provides that the Nomination and
Remuneration Committee shall formulate the criteria for
appointment of Executive, Non-Executive and Independent
Directors on the Board of Directors of the Company and
persons in the Senior Management of the Company, their
remuneration including determination of qualifications,
positive attributes, independence of Directors and other
matters as provided under sub-section (3) of Section 178
of the Companies Act, 2013 (any statutory modification(s)
or re-enactment(s) thereof for the time being in force).The
said policy also includes criteria for making payments to
Non-Executive Directors.

The details of this policy have been placed on the website
of the Company at https://tarachandindia.in/policies/

EVALUATION OF PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the Board,
in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing,
inter-alia, the process, format, attributes and criteria
for performance evaluation of the entire Board of the
Company, its Committees and individual Directors,
including Independent Directors. The evaluation process
inter alia considers attendance of Directors at Board
and Committee meetings, acquaintance with business,
communicating inter se Board members, effective
participation, domain knowledge, compliance with code of
conduct, vision, and strategy, etc., which is in compliance
with applicable laws, regulations and guidelines. The
performance of each Committee was evaluated by the
Board, based on the report of evaluation received from
respective Board Committees.

The criteria for performance evaluation are broadly
based on the Guidance Note issued by the SEBI on Board
Evaluation which included aspects such as the structure
and composition of Committees, the effectiveness of
Committee meetings, etc. Board evaluation processes,
including in relation to the Chairman, individual Directors
and Committees, constitute a powerful and valuable
feedback mechanism to improve Board effectiveness,
maximize strengths and highlight areas for further
development.

The criteria for evaluation of performance has been
disclosed in the policy for evaluation of the Board of
Directors which is hosted on the Company''s website at
www.tarachandindia.in. The performance evaluation is
conducted in the following manner:

Performance evaluation of the Board, Chairman, Managing
Director, Non-Executive Director and Executive Director
is conducted by the Independent Directors; Performance
evaluation of the Committee is conducted by the Board
of Directors; The performance evaluation of Independent
Directors is conducted by the entire Board of Directors.

The Independent Directors had met separately on May 2,
2024 without the presence of Non-Independent Directors
and the members of management and discussed, inter-
alia, the performance of Non-Independent Directors and
Board as a whole and the performance of the Chairman
of the Company after taking into consideration the views
of Executive and Non-Executive Directors. The Directors
expressed their satisfaction with the evaluation process.

The Board of Directors of the Company is of the opinion that
all the Independent Directors of the Company possess the
highest standard of integrity, relevant expertise and experience
required to best serve the interest of the Company.

BOARD DIVERSITY:

A diverse Board enables efficient functioning through

differences in perspective and skill and also fosters
differentiated thought processes at the back of varied
industrial and management expertise, gender and
knowledge. The Board recognizes the importance of a
diverse composition and has adopted a Board Diversity
policy that sets out the approach to diversity.

The details of this policy have been placed on the website
of the Company at https://tarachandindia.in/policies/.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management
Discussion and Analysis Report forms part of the Board''s
Report and is annexed herewith as ''Annexure E'' to this
Board''s Report.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining steady
standards of corporate governance and adhering to the
corporate governance requirements set out under extant
law. The Company has also implemented several best
governance practices. We also endeavor to enhance
long-term shareholder value and respect minority rights
in all our business decisions. The report on corporate
governance as stipulated under SEBI Listing Regulations
read with Schedule V thereto forms part of this Annual
Report as ''Annexure B''. A certificate from the Secretarial
Auditor of the Company confirming compliance with the
conditions of Corporate Governance is annexed to the
Corporate Governance Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) (c) of the Companies Act, 2013,
with respect to Directors Responsibility Statement, it is
hereby confirmed that:

i) In the preparation of the accounts for the financial year
ended on March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

ii) The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that were 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 of the profit and loss
of the Company for the year ended on that date;

iii) The Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv) The annual accounts prepared for the financial year
ended on March 31, 2025 is on a ''going concern'' basis.

v) The Directors had laid down adequate financial
controls and that the financial controls were adequate
and were operating effectively.

vi) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws,
all applicable secretarial standards were in place and
were adequate and operating effectively.

AUDIT REPORT AND AUDITORS:

Statutory Auditor:

The Statutory Auditors, M/s. Sangeet Kumar & Associates,
Chartered Accountants, Mumbai (FRN: 011954N) were re¬
appointed in 10th Annual General Meeting of the Company,
for a term of five consecutive years to hold the office from
the conclusion of 10th Annual General Meeting till the
conclusion of 15th Annual General Meeting to be held in the
financial year 2027-28.

The Auditors have confirmed their eligibility, limits as
prescribed in the Companies Act, 2013 and that they are not
disqualified from continuing as Auditors of the Company.

Explanations by the Board on qualification, reservation
or adverse mark or disclaimer made by the Auditors in
their report:

There is no qualification or adverse remark or disclaimer
made by the statutory auditor in his report on the financial
statement of the Company for the financial year ended on
March 31, 2025.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. AVS & Associates, Practicing
Company Secretaries to conduct the secretarial audit of
the Company for the financial year 2024-25.

The Secretarial Audit Report in the prescribed Form No.
MR-3 for the financial year ended March 31, 2025 is annexed

herewith as ''Annexure A''.

Explanations by the Board on qualification, reservation
or adverse mark or disclaimer made by the Auditors in
their report:

There is qualification or adverse remark or disclaimer
made by the secretarial auditor in his report stating:

A delay of one day has been observed in the submission of
the disclosure of Related Party Transactions to the Stock
Exchange for the half year ended September 30, 2024
under regulation 23(9) of SEBI (LODR) Regulations, 2015.

Management Reply:

The delay was purely unintentional and occurred due to
an administrative oversight. We would like to affirm that
there was no malafide intent behind the lapse, and all other
disclosures and compliances were duly carried out within
the prescribed timelines. Furthermore, the Company has
duly paid the fine imposed by NSE in connection with the
said noncompliance.

Further, in view of the recent amendment to the SEBI
Listing Regulations, it is proposed to appoint M/s. AVS
& Associates., Practicing Company Secretaries as the
Secretarial Auditors of the Company for a term of five
years commencing on April 1, 2025 until the conclusion of
the 17th Annual General Meeting of the Company which will
be held for the financial year 2029-30. The proposal for the
said appointment is being placed for the approval of the
Members at the ensuing AGM.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and rules made thereunder (including any
amendment(s), modification(s) or re-enactment(s) thereof
for the time being in force), the Board of Directors of the
Company, on the recommendation of Audit Committee,
at their meeting held on May 2, 2024 have re-appointed
Ms. Nitika Mahajan, (Membership No. 530074), Chartered
Accountant as Internal Auditors of the Company for the
financial year 2024-2025, to conduct Internal Audit of the
Company.

The Internal Auditor appointed, to audit the function and
activities of the Company and to review various operations
of the Company, the Company continued to implement
their suggestions and recommendations to improve the
control environment.

Cost Records:

The Central Government of India has not specified the,
maintenance the of cost records under sub-section (1)
of section 148 of the Act for any of the products of the
company. Accordingly, during the year, maintenance of
Cost Records and Cost Audit was not applicable to the
Company.

CERTIFICATIONS FROM COMPANY SECRETARY IN
PRACTICE

A certificate has been received from AVS & Associates,

Practicing Company Secretaries, that none of the
Directors on the Board of the Company have been debarred
or disqualified from being appointed or continuing as
Directors of companies by SEBI, Ministry of Corporate
Affairs or any such statutory authority. The certificate is
attached as Annexure F to this Report.

The Report on Corporate Governance as stipulated in the
Listing Regulations forms part of the Annual Report. The
requisite certificate from AVS & Associates, Practicing
Company Secretaries, confirming compliance with the
conditions of Corporate Governance as stipulated under
the Listing Regulations is annexed hereto as Annexure G
to this Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134(3) (a) of the
Companies Act, 2013, the Annual Return for the financial
year ended March 31, 2025 in form MGT-7 in accordance
with the provisions of Section 92(3) of the Act and Rule 12
of Companies (Management and Administration) Rules,
2014 is placed on the website of the Company on the web
link https://tarachandindia.in/annual-return/.

By virtue of an amendment to Section 92(3) of the
Companies Act, 2013, the Company is not required to
provide an extract of the Annual Return (form MGT- 9) as
part of the Board''s Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act,
2013 and SEBI Listing Regulations, your Company has
formulated a Policy on Related Party Transactions which
is also available on the Company''s website at http://www.
tarachandindia.in/policies/.

All Related Party Transactions entered into by your
Company during the financial year 2024-25 were on arm''s
length basis and in the ordinary course of business. There
were no material significant Related Party Transactions
entered into by the Company with Promoters, Directors,
Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of
the Company. Prior approval of the Audit Committee of the
Board of Directors was obtained for all the Related Party
Transactions. Accordingly, as per provisions of Sections
134(3)(h) and 188 of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014.

The details of such related party transactions are set out in
Notes to the Financial Statements of the Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

During the financial year 2024-25, there are no such
transactions transacted by the Company and hence
particulars of details of loans, guarantee, security or
investments covered under Section 186 of the Companies
Act, 2013, are not required to be furnished.

PARTICULARS OF LOANS FROM DIRECTORS OR

DIRECTOR''S RELATIVES:

During the financial year under review, the Company has
not availed any loans from its Directors or its Directors''
relatives.

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

In compliance with provisions of Section 134(3)(m) of the
Act and Rule 8 of the Companies (Accounts) Rules, 2014
the information pertaining to the conservation of energy,
technology absorption and foreign exchange earnings and
outgo for the year ended March 31, 2025, are to be given by
the Company as a part of the Boards Report. Your Company
strives to achieve the optimum utilization of resources by
innovative techniques and processes and further reducing
wastage.

A. CONSERVATION OF ENERGY:

All the manufacturing/servicing/job work facilities
continued their efforts to reduce the specific energy
consumption. Specific and total energy consumption
is tracked at individual block level and also at
consolidated manufacturing or servicing level.

Apart from regular practices and measures for energy
conservation, many new initiatives were driven across
the units. Some of them are mentioned below:

• Replacement of CFL with LED Lights in office

• Encouraging Go Green Initiatives

• Use of Natural Ventilation

• Switch off electrical appliances, whenever not
required.

• 15KVA solar panels have been installed in the Company
workshop and this is meeting around 95% of the
electrical power required to run the workshop.

• We are committed to reducing our environmental
footprint and improving air quality. As part of this
commitment, our fleet operates with Euro 6-compliant
vehicles, adhering to the latest European emission
standards.

Key Features of Euro 6 Compliance:

• Reduced Nitrogen Oxides (NOx):

Important for diesel engines, Euro 6 drastically
lowers NOx emissions, helping to reduce air
pollution.

• Particulate Matter (PM):

These fine particles can cause serious health
issues. Euro 6 sets strict limits on both the
number and mass of particles emitted.

• Controlled Hydrocarbons (HC):

By minimizing unburned fuel emissions, Euro 6
helps reduce the formation of smog and ground-
level ozone.

• Reduced Carbon Monoxide (CO):

Euro 6 vehicles emit significantly less CO, a
toxic gas resulting from incomplete combustion,
ensuring cleaner and safer air.

Efforts have been made by Company to reduce or optimize
the energy requirements at all the plants. Company
encourages capital investment in energy saving equipment,
plants or machinery. No significant investments were
incurred during the year.

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY
ABSORPTION:

The Company has an ongoing process of purchasing
latest technology equipment''s which are used for
logistic and infrastructural development services
which minimizes the wastage of resources thus
further leading to increase efficiency in conducting all
activities.

The Company being an integrated logistics service
provider, there is no expenditure incurred on research
and development during the year under review.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

There was no foreign Exchange earnings and Outgo in
the financial year. 2024-25.

RISK MANAGEMENT POLICY AND COMPLIANCE
FRAMEWORK:

Risk management is integral to your Company''s strategy
and for the achievement of our long-term goals. Our
success as an organization depends on our ability to
identify and leverage the opportunities while managing
the risks.

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and
functions are systematically addressed. The Company''s
internal control systems are commensurate with the
nature of its business and the size and complexity of its
operations. Significant audit observations and follow up
actions thereon are reported to the Audit Committee on a
quarterly basis.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has in place Internal Financial Control
system commensurate with size, scale and complexity of
its operations to ensure proper recording of financial and
operational information and compliance of various internal
controls, statutory compliances and other regulatory
compliances. During the year under review, no material or
serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of
such controls.

The Company''s internal audit department enables the
Management to mitigate the risks and prevent non¬
compliance with laws that would affect the financial

position of the Company. The scope and authority of the
Internal Audit function is well defined and to maintain its
objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board
as well as directly to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates
the efficacy and adequacy of the internal control system
in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the
Company. Based on the internal audit report from time to
time, the management undertakes corrective actions in
the relevant areas and thereby strengthens the controls.
Significant audit observations and recommendations
along with corrective actions thereon are presented to the
Audit Committee quarterly.

Some of the significant features of internal control
system are:

• Financial and Commercial functions have been
structured to provide adequate support and control of
the business.

• Risk Management policy has been adopted by the
Company.

• The Company has an Internal Audit System conducted by
the internal auditor of the Company on a quarterly basis
and issuing the internal audit observations on a quarterly
basis thus minimizing the risk of frauds and errors.

• Standard operating procedures and guidelines are
reviewed periodically to ensure adequate control.

Further, the Audit Committee meets on a quarterly basis
to review and discuss the Internal Audit reports and also
taken necessary action as and when required.

Further, subject to the matters described by Statutory
Auditor in their report on the financial statements of the
Company, the Company has, in all material respects, an
adequate internal financial controls system over financial
reporting and such internal financial controls over financial
reporting were operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility
(CSR) policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year are set out
in ''Annexure C'' of this Board''s report in the format prescribed
in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. The CSR policy is available on the website of
the company www.tarachandindia.in/policies/.

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE¬
BLOWER POLICY:

The Company has established and adopted Vigil
Mechanism/Whistle Blower Policy for conducting the
affairs in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity
and ethical behavior. All employees of the Company and
Directors on the Board of the Company are covered under

this Mechanism. This mechanism has been established for
employees to report concerns about unethical behavior,
actual or suspected fraud or violation of Code of Conduct.
It also provides for adequate safeguards against the
victimization of employees who avail the mechanism
and allows direct access to the Chairperson of the Audit
Committee in exceptional cases. During the financial year
2024-25, the Company has not received any complaint.

The Vigil Mechanism/Whistle Blower Policy is available on
the website of the Company at link www.tarachandindia.
in/policies/

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT
DIRECTORS:

Your Company believes that a Board which is well
familiarized with the Company and its affairs, can contribute
significantly to effectively discharge its role of trusteeship
in a manner that fulfils stakeholder''s aspirations and
societal expectation. In pursuit of this and in compliance
with the requirements of the Act and the listing regulations,
the Company has put in place a familiarization programme
for the Independent Directors to familiarize them with their
role, rights, and responsibility as Directors, the working of
the Company, nature of the industry in which the Company
operates, business model etc.

The details of such familiarization programmes imparted
to Independent Directors are posted on the website of the
Company and can be accessed at https://tarachandindia.
in/wp-content/uploads/2022/08/Familiarization-
Programme-Independent-Directors.pdf.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct
which is applicable to the members of the Board and
specified employees in the course of day to day business
operations of the Company. The Company believes in
"Zero Tolerance" against bribery, corruption and unethical
dealings / behavior in any form and the Board has laid down
certain directives to counter such acts. The Code lays
down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated
employees in their business dealings and in particular on
matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. The Code gives
guidance on the expected behavior from an employee
in a given situation and the reporting structure. All the
Board members and the Senior Management personnel
have confirmed compliance with the Code. Pursuant to
SEBI Listing Regulations, 2015, a confirmation from the
Managing Director regarding compliance with the Code by
all the Directors and Senior Management of the Company
is given as a part of the Annual Report as Annexure H.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company strongly believes in providing a safe and
harassment-free workplace for each and every individual
working for the Company through various interventions and
practices. It is the continuous endeavor of the management
of the Company to create and provide an environment
to all its employees that is free from discrimination and
harassment including sexual harassment. The Company
has adopted a policy on prevention, prohibition and
redressal of sexual harassment at the workplace in line
with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules made thereunder. The Company has
arranged various interactive sessions in this regard for the
employees at the various branch offices of the Company
during the year under review.

During the year, there were no complaints received by the
Company. The Company has complied with provisions relating
to the constitution of the Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013. The details
of complaints during the year are as follows:

Number of complaints of sexual harassment received
during the year - Nil

Number of complaints disposed off during the year - Nil

Number of cases pending for more than 90 days - Nil

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no such application made or proceeding pending
under Insolvency and Bankruptcy Code, 2016 during the
year under review and from the end of the financial year up
to the date of this report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there was no instance of
any one-time settlement for reporting details vis-a-vis
valuation with the Banks or Financial Institutions.

DETAILS OF COMPLIANCE WITH RESPECT TO THE
PROVISIONS RELATING TO THE MATERNITY BENEFITS
ACT, 1961:

During the year under review, the Company was in
compliance with respect to the provisions relating to the
Maternity Benefits Act, 1961.

PARTICULARS OF REMUNERATION TO EMPLOYEES:

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013
and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
attached as Annexure D to this report.

OTHER GENERAL DISCLOSURES:

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India, a Statutory
Body, has issued Secretarial Standards on various aspects
of corporate law and practices and the same is approved
by the Government of India under section 118 (10) of the

Companies Act, 2013.The Company has devised a proper
system to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems are
adequate and operating effectively

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditor have reported to the
Board or Audit Committee, as required under Section
134 (3) (ca) and 143(12) of the Companies Act, 2013, any
instances of frauds committed against the Company by its
officers or employees, the details of which would need to
be mentioned in this report.

EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT
EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS:

Your Company has not issued any shares to the employees
of the Company under the Employee Stock Option Scheme,
Sweat Equity and with differential voting rights in the
previous financial year.

The Board of Directors in its meeting held on 31st July 2025,

has approved the Tara Chand Infralogistic Solutions Limited
- Employee Stock Option Scheme 2025'' ("ESOS 2025"/
"Scheme"). which shall be placed before the members of
the Company at the ensuing AGM, The details of the scheme
forms part of the resolution and explanatory statement of
the AGM Notice, which forms part of this Annual Report.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors of the Company wish to acknowledge
with gratitude and place on record their appreciation to
all stakeholders - shareholders, investors, customers,
suppliers, business associates, Company''s bankers,
regulatory, professionals, business associates, and
governmental authorities for their cooperation, assistance
and support.

Further, they also wish to thank their employees for their
dedicated services.

The Directors also wish to express their gratitude to
investors for the faith that they continue to repose in the
Company.

On behalf of the Board of Directors
Tara Chand Infralogistic Solutions Limited

Sd/-

Vinay Kumar

Chairman & Managing Director
DIN: 00151567

Add: C/O: 342 Industrial Area, Phase I, Chandigarh - 160002

Date: 31.07.2025
Place: Navi Mumbai

---

Mar 31, 2024

The Board of Directors present the Company''s Twelfth Annual Report and the Company''s audited financial statements for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY/ HIGHLIGHTS:

The performance of the Company During the financial year is as under:

[Amount - '' in Lakhs]

Particulars	2023-24	2022-23
Total Income	17485.56	14,456.08
Less: Expenses	15314.95	13,285.47
Profit/(Loss) before tax	2170.61	1267.99
Tax Expenses
Current Tax	500.00	240.68
Deferred Tax	56.53	83.82
Tax Adjustments Relating to Earlier Years	0.78	7.79
Profit (Loss)After Taxation	1613.29	935.70

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE:

During the year under review, total revenue from operations including the other income was Rs. 17485.56 /- lacs against Rs.14456.08/- lacs in the previous year. The Company has earned a net profit of Rs.1613.29/- lacs in the current financial year and a net profit of Rs.935.70/-lacs in the previous financial year.

RESERVES INCLUDE OTHER EQUITY AS PER NOTE 11 A OF BALANCE SHEET.

The Company has not declared any dividend during the Financial Year 2023-24.

DIVIDEND:

The Company has not declared any dividend during the FY 2023-24.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs. 15,17,49,800/- (Rupees Fifteen Crores Seventeen Lacs Forty-Nine Thousand Eight Hundred only). Out of the total paid-up share capital of the Company, 69.68 % is held by the Promoter & Promoter Group in fully dematerialized form, and the remaining balance of 30.32 % is held by persons other

than Promoter and Promoter Group. All the shares are in dematerialized form.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has issued any shares pursuant to stock options or sweat equity under any scheme.

During the Financial year 2022-23, the Company had issued & allotted 21,20,000 (Twenty-One Lacs Twenty Thousand Only) Fully Convertible Warrants ("Warrants/ Convertible Warrants”) into Equity Shares on a preferential basis to Promoter Group and certain identified non-promoter-persons/entities for cash at an issue price of Rs. 72/- (Rupees Seventy-Two Only) Per Warrant having face value Rs. 10/- (Rupees Ten Only) at premium of Rs. 62/- (Rupees Sixty-Two only) Per Warrant aggregate amounting to Rs.15,26,40,000/- (Rupees Fifteen Crore Twenty-Six Lacs Forty Thousand Only) with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each of the Company ("Equity Shares”).

Further in the F.Y. 2023-24, the Company had allotted the Equity shares against the fully convertible warrants pursuant to the receipt of the request from the Warrant holder of the company w.r.t Conversion of their warrant into equivalent no of equity shares as per details below:

S.No.	Date of Allotment	No. Equity shares allotted
1.	13th April ,2023	3,00,000
2.	22nd June,2023	2,00,000
3.	27th February,2024	6,95,000
4.	12th March,2024	3,35,000

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

i. Migration from the National Stock Exchange (“NSE”) SME Board to the Mainboard of NSE:

Your company migrated from SME Emerge platform to Capital Market Segment (Main board) of National Stock Exchange on 16th April, 2024. For further details, kindly refer to the Corporate Governance Report.

Apart from the above-mentioned event, no Material Changes and Commitment took place during the year and also upto the date of the report that affected the financial position of the Company.

PUBLIC DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act,2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits that are not in compliance with Chapter V of the Act is not applicable.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2024, according to the Companies Act, 2013 and rules made there under the Company doesn''t have any Subsidiary Company, Associate Company and Joint Venture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (‘KMP’):

During the year, no changes have taken place in Directors of the Company except for the re-designation of Mr. Himanshu Agarwal from an Executive Director to Whole Time Director on 10th August, 2023 pursuant to Special Resolution passed by the Shareholders of the Company in the Annual General Meeting held on September 30, 2023, basis the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors.

RETIRE BY ROTATION:

Himanshu Aggarwal (DIN: 01806026), Whole Time

Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible, offers himself for reappointment.

Particulars in pursuance of Regulation 36 of the SEBI LODR Regulations read with Secretarial Standard - 2 on General Meetings, a brief profile of Mr. Himanshu Aggarwal is provided as an Annexure to the Notice of the 12th Annual General Meeting.

Key Managerial Person (“KMP”):

Mr. Himanshu Aggarwal was designated as KMP pursuant to change in his designation from an Executive Director to Whole Time Director as aforesaid.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,2014. They have also furnished the declaration pursuant to relevant regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (''Listing Regulations''). The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

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

IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN THE FUTURE:

During the financial year, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience required to best serve the interests of the Company.

BOARD MEETINGS HELD DURING THE YEAR:

During the year, five (05) meetings of the Board of Directors were held. The maximum gap between two Board meetings did not exceed 120 days. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report which forms part of this Annual Report attached as Annexure 4'' to the Board''s Report.

COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Four (4) Committees as on March 31, 2024:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee and

• Corporate Social Responsibility Committee

A detailed update on the Board, its committees, its composition, detailed charter including terms of reference of various Board Committees, number of Committee meetings held, and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 (any statutory modification(s) or re-enactment(s) thereof for the time being in force).The said Policy also includes

criteria for making payments to Non-Executive Directors.

The details of this policy have been placed on the website of the Company at http://www.tarachandindia.in/policies

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes, and criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy, etc., which is in compliance with applicable laws, regulations, and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The criteria for performance evaluation is broadly based on the Guidance Note issued by the SEBI on Board Evaluation which included aspects such as the structure and composition of Committees, the effectiveness of Committee Meetings, etc. Board evaluation processes, including in relation to the Chairman, individual directors, and committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximize strengths and highlight areas for further development.

The Criteria for Evaluation of Performance has been disclosed in the policy for Evaluation of the Board of Directors which is hosted on the Company''s website at www.tarachandindia.in. The performance evaluation is conducted in the following manner:

Performance evaluation of the Board, Chairman, Managing Director, Non-Executive Director, and Executive Director is conducted by the Independent Directors; Performance evaluation of the Committee is conducted by the Board of Directors; The performance evaluation of Independent Directors is conducted by the entire Board of Directors.

The Independent Directors had met separately on April 27, 2023, without the presence of Non-Independent Directors and the Members of Management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise, and experience required to best serve the interest of the Company.

BOARD DIVERSITY:

A diverse Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender and knowledge. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity policy that sets out the approach to diversity.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Board''s Report and is annexed herewith as ''Annexure 5'' to this Board''s Report.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining steady standards of corporate governance and adhering to the corporate governance requirements set out under extant law. The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The Report on corporate governance as stipulated under SEBI Listing Regulations read with Schedule V thereto forms part of this Annual Report as ''Annexure 4''. A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the accounts for the financial year ended on 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures,

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit and loss of the Company for the year ended on that date;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The accounts prepared for the financial year ended on 31st March, 2024 is on a ''going concern'' basis.

v) The Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

AUDIT REPORT AND AUDITORS:

Statutory Auditor:

The Statutory Auditors, M/s. Sangeet Kumar & Associates, Chartered Accountants, Mumbai (FRN: 011954N) were re-appointed in 10th Annual General Meeting of the Company, for a term of five consecutive years to hold the office from the conclusion of 10th Annual General Meeting till the conclusion of 15th Annual General Meeting to be held in the financial year 2027-28.

The Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the Company.

Explanations by the Board on qualification, reservation or adverse mark or disclaimer made by the Auditors in their report:

There is no qualification or adverse remark or disclaimer made by the statutory auditor in his report on the financial statement of the Company for the financial year ended on March 31, 2024.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. AVS & Associates, Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial year 2023-24.

The Secretarial Audit Report in the prescribed Form No. MR-3 for the financial year ended March 31, 2024 is annexed herewith as ''Annexure 1''.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held on 27th April, 2023 have re-appointed Ms. Nitika Mahajan, (Membership No. 530074), Chartered Accountant as Internal Auditors of the Company for the Financial Year 2023-2024, to conduct Internal Audit of the Company.

The Internal Auditors are appointed to audit the function and activities of the Company and to review various operations of the Company and the Company has continued to implement their suggestions and recommendations to improve the control environment.

Cost Records

The Central Government of India has not specified the maintenance of cost records under sub-section (1) of section 148 of the Act for any of the products of the

Company. Accordingly, during the year, maintenance of Cost Records and Cost Audit was not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provision of section 134(3) (a), of the Companies Act, 2013, the Annual Return for the financial year ended 31st March, 2024 in form MGT-7 in accordance with the provisions of Section 92(3) of the Act, and Rule 12 of Companies (Management and Administration) Rules, 2014 is placed on the website of the Company on the web link https://tarachandindia.in/ annual-return/.

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (form MGT- 9) as part of the Board''s Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at http://www. tarachandindia.in/policies

All Related Party Transactions entered into by your Company during the Financial Year 2023-24 were on arm''s length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company. Prior approval of the Audit Committee of the Board of Directors was obtained for all the Related Party Transactions. Accordingly, as per provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of such related party transactions are set out in Notes to the Financial Statements of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year 2023-24, there are no such transactions transacted by the Company and hence particulars of details of loans, guarantee, security or investments covered under Section 186 of the Companies Act, 2013, are not required to be furnished.

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

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended March 31, 2024, are to be given by the Company as a part of the Boards Report. Your Company strives to achieve the optimum utilization

of resources by innovative techniques and processes and further reducing wastage.

A. CONSERVATION OF ENERGY:

All the manufacturing/servicing/job work facilities continued their efforts to reduce the specific energy consumption. Specific and total energy consumption is tracked at individual block level and also at consolidated manufacturing or servicing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below:

• LED Lights in office in place of CFL in offices

• Encouraging Go Green Initiatives

• Use of Natural Ventilation

• Switch off electrical appliances, whenever not required

Efforts have been made by Company to reduce or optimize the energy requirements at all the plants. Company encourages capital investment in energy saving equipment, plants or machinery. No significant investments were incurred during the year.

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

The Company has an ongoing process of purchasing latest technology equipment''s which are used for logistic and infrastructural development services which minimizes the wastage of resources thus further leading to increase efficiency in conducting all activities.

The Company being an integrated logistics service provider, there is no expenditure incurred on research and development during the year under review..

C. FOREIGN EXCHANGE EARNING AND OUTGO:

There was no foreign Exchange earnings and Outgo in the F.Y. 23-24.

RISK MANAGEMENT POLICY AND COMPLIANCE FRAMEWORK:

Risk management is integral to your Company''s strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has in place Internal Financial Control system commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Company''s internal audit department enables the Management to mitigate the risks and prevent noncompliance with laws that would affect the financial position of the Company. The scope and authority of the Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board as well as directly to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the internal audit report from time to time, the management undertakes corrective actions in the relevant areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee quarterly.

Some of the significant features of internal control system are:

• Financial and Commercial functions have been structured to provide adequate support and control of the business.

• Risk Management policy has been adopted by the Company.

• The Company has an Internal Audit System conducted by the internal auditor of the Company on a quarterly basis and issuing the internal audit observations on a quarterly basis thus minimizing the risk of frauds and errors.

• Standard operating procedures and guidelines are reviewed periodically to ensure adequate control.

Further, the Audit Committee meets on a quarterly basis to review and discuss the Internal Audit reports and also taken necessary action as and when required.

Further, subject to the matters described by Statutory Auditor in their report on the financial statements of the Company, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 2’ of this Board''s report in the format prescribed in the Companies (Corporate

irfralogistlc solutions ltd

Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the company www. tarachandindia.in/policies

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE-BLOWER POLICY:

The Company has established and adopted Vigil Mechanism/Whistle Blower Policy for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company and Directors on the Board of the Company are covered under this Mechanism. This Mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail the Mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During the Financial Year 2023-24, the Company has not received any complaint.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at link www.tarachandindia. in/policies

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

Since the Company is listed on the SME Emerge Platform of the NSE, the regulation of conducting the Familiarization Programme for Independent Directors as per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the company.

CODE OFCONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of its day to day business operations.. The Company believes in "Zero Tolerance” against bribery, corruption and unethical dealings / behavior in any form and the Board has laid down certain directives to counter such acts. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with the stakeholders. The Code gives guidance on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. Pursuant to SEBI (LODR) Regulations, 2015, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is given as a part of the Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and

practices. It is a continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive sessions in this regard for the employees at the various branch offices of the Company during the year under review.

During the year, there were no complaints received by the Company. The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no such application made or proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end of the financial year up to the date of this report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the Banks or Financial Institutions.

PARTICULARS OF REMUNERATION TO EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 3 to this Report.

OTHER GENERAL DISCLOSURES:

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices and the same is approved by the Government of India under section 118 (10) of the Companies Act, 2013.The Company has devised a proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS:

Your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights in the previous financial year.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors of the Company wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - shareholders, investors, customers, suppliers, business associates, Company''s bankers, regulatory, professionals, business associates, and governmental authorities for their cooperation, assistance, and support. Further, they also wish to thank their employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

On Behalf Of The Board Of Directors Tara Chand Infralogistic Solutions Limited

(Formerly Tara Chand Logistic Solutions Limited)

Sd/-

Vinay Kumar

Chairman & Managing Director DIN:00151567

Date : 01.07.2024

Add: 342 Industrial Area, Phase 1,

Place : Chandigarh Chandigarh - 160002

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Mar 31, 2023

The Directors are pleased to present their 11thAnnual Report of the Company on the business and operations of the Company along with the Audited Financial Statement for the financial year ended March 31, 2023.

FINANCIAL SUMMARY/ HIGHLIGHTS:

The performance of the Company During the financial year is as under:

[Amount - Rs. in Lakhs]
Particulars	2022-23	2021-22
Total Income	14,456.08	13,034.71
Less: Expenses	13,285.47	13,057.91
Profit/(Loss) before tax	1267.99	322.54
Tax Expenses
Current Tax	240.68	44.40
Deferred Tax	83.82	40.82
Tax Adjustments Relating to Earlier Years	7.79	-
Profit (Loss) After Taxation	935.70	237.32

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

During the year under review, Total Revenue from operations including the other income was Rs.14,456.08/- lacs against Rs.13,034.71/-in the previous year. The Company has earned a net profit of Rs.935.70/- lacs in the current financial year and a net profit of Rs.237.32/-lacs in the previous financial year.

TRANSFER TO RESERVES:

Your Company has not transferred any amount to the reserve for the Financial Year 2022-2023.

DIVIDEND:

The Company has not declared any dividend during the FY 2022-23.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2023 is Rs. 13,64,49,800/- (Rupees Thirteen Crore Sixty Four Lacs Forty Nine Thousand and Eight Hundred Only). Out of the total paid-up share capital of the Company, 74.71% is held by the Promoter & Promoter Group in fully dematerialized form, and the remaining balance of 25.29 %is held by persons other than Promoter and Promoter Group. All the shares are in dematerialized form.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has issued any shares pursuant to stock options or sweat equity under any scheme.

During the Financial year 2022-23, the company has issued & allotted 21,20,000 (Twenty-One Lakhs Twenty Thousand Only) Fully Convertible Warrants ("Warrants/Convertible Warrants") into Equity Shares on a preferential basis to Promoter Group and certain identified non-promoter-persons/entities for cash at an issue price of Rs. 72/-(Rupees Seventy-Two Only) Per Warrant having face value Rs. 10/- (Rupees Ten Only) and at premium of Rs. 62/-(Rupees Sixty-Two only) Per Warrant aggregate amounting to Rs. 15,26,40,000/- (Rupees Fifteen Crore Twenty-Six Lakhs Forty Thousand Only) with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each of the Company ("Equity Shares").

Further, post 31st March 2023,the company had also allotted 3,00,000 and 2,00,000 Equity shares of the company on 13th April 2023 and on 22nd June, 2023 respectively, pursuant to the receipt of the request from the Warrant holder of the company w.r.t Conversion of their warrant into equivalent no of equity shares.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

i. Change of Name of the Company from "Tara Chand Logistic Solutions Limited" to "Tara Chand InfraLogistic Solutions Limited"

Since your Company has been making an average revenue of approximately 55% over the last few years in the segment of Construction Equipment Rentals & Turnkey Infra Projects.

Hence considering the growth opportunities and representation of such a segment of the Company in the market/industry the Company has changed its name from "Tara Chand Logistic Solutions Limited" to "Tara Chand InfraLogistic Solutions Limited" by the approval of members in the 10th Annual General meeting held on 29th September, 2022 and has also received Certificate of Incorporation pursuant to a change of name of Company from the Government of India, Ministry Of Corporate Affairs Office of The Registrar Of Companies, dated 11thNovember, 2022.

ii. Issue &allotment of 21,20,000 (Twenty-One Lakhs Twenty Thousand Only) Fully Convertible Warrants ("Warrants/Convertible Warrants") into Equity Shares and conversion into equity shares:

During the year company issued and allotted Fully Convertible Warrants and also allotted equity shares pursuant to receipt of the request from the Warrant holder.

The details w.r.t same are available under the Share Capital Tab in the Annual Report.

iii. Migration from the National Stock Exchange ("NSE") SME Board to the Mainboard of Both NSE as well as BSE:

Your Company is in the process of migration from the National Stock Exchange ("NSE") SME Board to the Mainboard of Both NSE as well as BSE.

On the basis of the shareholders resolution passed by the company in the year 2022 for the said matter the company had made an application for in-principle approval to the National Stock Exchange for migration and the company received the approval from National Stock Exchange on 20th March, 2023 .

Considering the further timeline involved in the completion of further statutory process of Migration to NSE and BSE the company required certain more time which required a valid shareholders resolution in place .Considering the last years resolution passed for this matter which lapsed on 27th March,2023 the company again seeked approval from shareholders for the said matter for which the company received approval on 30th April''2023 through the Postal ballot.

Further ,the company has already made the application for in-principle approval to the Bombay Stock Exchange for migration and is expecting the approval for the same very soon .

The Board of Directors are of the view that Migration to Main Board will take the Company into a different league altogether with enhanced recognition and increased participation by retail investors. The benefits of listing on the main board in the form of increase in liquidity, visibility and larger investor participation will accrue to the

shareholders

Apart from the above-mentioned event, there was no Material Changes and Commitment, that affected the financial position of the Company taken place during the year and also as the date of the report.

PUBLIC DEPOSITS:

During the financial year 2022-23, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act,2013 read together with the Companies (Acceptance of Deposits) Rules,2014.

Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits that are not in compliance with Chapter V of the Act is not applicable.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2023, according to the Companies Act, 2013 and rules made there under the Company doesn''t have any Subsidiary Company, Associate Company and Joint Venture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (''KMP''):

During the year, the following changes have taken place in Directors of the Company:

Mr. Niranjan Kumar retired from the Company with effect from closure of business hours on 19thAugust, 2022 upon completion of their second term of appointment as an Independent Director of the company.

Mr. Divakar Hebbar Kapoli was appointed as Additional Independent Director of the company from 18th August, 2022.Further, he was regularized and appointed as an Independent Director of the Company for a period of five consecutive years with effect from 18thAugust, 2022 to 17thAugust, 2027, not be liable to retire by rotation vide shareholders resolution dated 29thSeptember,2022.

Ms. Neelam P. Kasni was appointed as an Independent Director (''Woman Director'') of the Company for the period of three years with effect from 07thOctober, 2022 to 06thOctober, 2025 and shall not be liable to retire by rotation vide shareholder''s resolution dated 29thSeptember,2022.

Mr. Suresh Kumar Thapar was appointed as an Independent Director of the Company for the period of three years with effect from 07thOctober, 2022 to 06thOctober,2025 and shall not be liable to retire by rotation vide shareholders resolution dated 29th September,2022.

Further,Mr. Ashok Kumar Goel was appointed as an Independent Director of the Company for the period of three years with effect from 10thMarch 2023 to 09thMarch , 2026 and shall not be liable to retire by rotation vide shareholders resolution passed in the Extraordinary General Meeting of the Company held on 4thMarch,2023 .

RETIRE BY ROTATION:

Mr. Ajay Kumar(DIN: 00151477), Non-Executive Director of

the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. Your directors recommend his reappointment.

Key Managerial Person ("KMP"):

There had been no change in the KMP of the company during the F.Y. 2022-23.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,2014. They have also furnished the declaration pursuant to relevant regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (''Listing Regulations'')The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN THE FUTURE:

During the financial year, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

BOARD MEETINGS HELD DURING THE YEAR:

During the year, Six(6) meetings of the Board of Directors were held. The maximum gap between two Board meetings does not exceed 120 days. The details of the meetings and attendance of directors are furnished in the Corporate

Governance Report which forms part of this Annual Report attached as ''Annexure A'' to the Board''s Report.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has the following Committees in place:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee and

• Corporate Social Responsibility Committee

Details of the said Committees along with their charters, compositions, and meetings held during the financial year, along with the attendance of Directors are provided in the "Report on Corporate Governance ''Annexure ''A", as a part of this Annual Report.Recommendations of all Committees have been accepted and implemented by the Board in the organization.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (any statutory modification(s) or re-enactment(s) thereof for the time being in force).The said Policy also includes criteria for making payments to Non-Executive Directors.

The details of this policy have been placed on the website of the Company athttp://www.tarachandindia.in/policies

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual performance of the Board, its Committees, Chairperson and Individual Directors including Independent Directors was evaluated as per the criteria laid down by the Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report which forms part of this Annual Report.

BOARD DIVERSITY:

A diverse Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender and

Observations

Board Reply

Company has maintained its database w.r.t. UPSI Sharing in Excel Format instead of taking a Structured Digital Database as required under regulation 3(5) of SEBI (PIT), Regulations, 2015.

The Company maintained the digital database in password protected excel worksheets for ensuring the requirements of Regulation 3(6) of SEBI(PIT), 2015. The company was in the process of implementing the structured digital database during the period under audit but due to some IT System pre-requisites and technical issues faced there was delay in the application of the same during the year. Further, we confirm that the company as on the date, has already implemented and made effective the structured digital database as per the applicable Regulations.

knowledge. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity policy thatsets out the approach to diversity.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Board''s Report and is annexed herewith as ''Annexure B''.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining steady standards of corporate governance and adhering to the corporate governance requirements set out under extant law. The Report on corporate governance as stipulated under SEBI Listing Regulations read with Schedule V thereto forms part of this Annual Report as ''Annexure A''.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) (c) of the Companies Act, 2013,with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the accounts for the financial year ended on 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures,

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit and loss of the Company for the year ended on that date;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The accounts prepared for the financial year ended on 31stMarch, 2023on a ''going concern'' basis.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any

v) The Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

AUDIT REPORT AND AUDITORS:

Statutory Auditor:

The Statutory Auditors, M/s. Sangeet Kumar & Associates, Chartered Accountants, Mumbai (FRN: 011954N) were reappointed in 10th Annual General Meeting of the Company, for a term of five consecutive years to hold the office from the conclusion of 10thAnnual General Meeting till the conclusion of 15thAnnual General Meeting to be held in the financial year 2027-28

The Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the Company.

Explanations by the Board on qualification, reservation or adverse mark or disclaimer made by the Auditors in their report:

There is no qualification or adverse remark or disclaimer made by the statutory auditor in his report on the financial statement of the Company for the financial year ended on 31st March, 2023.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. AVS & Associates, Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexedherewith as ''Annexure C'' forms part of the Board''s Report.

amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held on 10thMay,2022 have re-appointed

Ms.Nitika Mahajan, (Membership No.530074, Chartered Accountant as Internal Auditors of the Company for the Financial Year 2022-2023, to conduct Internal Audit of the Company.

The Internal Auditor appointed, to audit the function and activities of the Company and to review various operations of the Company, theCompany continued to implement their suggestions and recommendations to improve the control environment.

Cost Records

The Central Government of India has not specified the, maintenance the of cost records under sub-section (1) of section 148 of the Act for any of the products of the company. Accordingly, during the year, maintenance of Cost Records and Cost Audit was not applicable to the Company.

ANNUAL RETURN:

Pursuant to the provision of section 134(3) (a), of the Companies Act, 2013, the Annual Return for the financial year ended 31st March, 2023 in form MGT-7inaccordance with the provisions of Section 92(3) of the Act, and Rule 12 of Companies (Management and Administration) Rules, 2014 is placed on the websiteof the Company on the web link https://tarachandindia.in/annual-return/.

PARTICULARS OFCONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All Related Party Transactions entered into by your Company during the Financial Year 2022-23 were on arm''s length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Prior approval of the Audit Committee of the Board of Directors was obtained for all the Related Party Transactions. Accordingly, as per provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of such related party transactions are set out in Notes to the Financial Statements of the Company.

PARTICULARS OFLOANS, GUARANTEESORINVESTMENTS UNDER SECTION 186:

During the financial year 2022-23, there are no such transactions transacted by the Company and hence particulars of details of loans, guarantee, security or investments covered under Section186 of the Companies Act, 2013, are not required to be furnished.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended March 31, 2023, are to be givenby

the Company as a part of the Boards Report.Your Company strives to achieve the optimum utilization of resources by innovative techniques and processes and further reducing wastage.

A. CONSERVATION OF ENERGY:

All the manufacturing/servicing/job work facilities continued their efforts to reduce the specific energy consumption. Specific and total energy consumption is tracked at individual block level and also at consolidated manufacturing or servicing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below:

• LED Lights in office in place of CFL in offices

• Encouraging Go Green Initiatives

• Use of Natural Ventilation

• Switch off electrical appliances, whenever not required

Efforts have been made by Company to reduce or optimize the energy requirements at all the plants. Company encourages capital investment in energy saving equipment, plants or machinery. No significant investments were incurred during the year.

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

The Company has an ongoing process of purchasing latest technology equipment''s which are used for logistic and infrastructural development services which minimizes the wastage of resources thus further leading to increase efficiency in conducting all activities.

The Company being an integrated logistics service provider, there is no expenditure incurred on research and development during the year under review.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

There was no foreign Exchange earnings and Outgo in the F.Y. 22-23.

RISK MANAGEMENT POLICY AND COMPLIANCE FRAMEWORK:

Risk management is integral to your Company''s strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematicallyaddressed. The Company''s internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

PARTICULARS OF REMUNERATION TO EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-D to this Report.

OTHER GENERAL DISCLOSURES:

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices and the same is approved by the Government of India under section 118 (10) of the Companies Act, 2013.The Company has devised a proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the

The Company has in place Internal Financial Control system commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Company''s internal audit department enables the Management to mitigate the risks and prevent noncompliance with laws thatwould affect the financial position of the Company. The scope and authority of the Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board as well as directly to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the internal audit report from time to time, the management undertakes corrective actions in the relevant areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee quarterly

Some of the significant features of internal control system are:

• Financial and Commercial functions have been structured to provide adequate support and control of the business.

• Risk Management policy has been adopted by the Company.

• The Company has an Internal Audit System conducted by the internal auditor of the Company on a quarterly basis and issuing the internal audit observations on a quarterly basis thus minimizing the risk of frauds and errors.

• Standard operating procedures and guidelines are reviewed periodically to ensure adequate control.

Further, the Audit Committee meets on a quarterly basis to review and discuss the Internal Audit reports and also taken necessary action as and when required.

Further, subject to the matters described by Statutory Auditor in their report on the financial statements of the Company, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not met any limit specified under Section 135(1) during the year 2022-23. Hence, the Company was not required to carry out any CSR Activity. Considering

CSR being applicable in earlier years the Company has in place CSR policy which is available on the website of the company http://tarachandindia.in/policies/. The Company has not dissolved its CSR Committee considering future applicability and the Company acknowledges its Corporate Social Responsibility (CSR) towards society.

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLEBLOWER POLICY:

The Company has established and adopted Vigil Mechanism/ Whistle Blower Policy for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company and Directors on the Board of the Company are covered under this Mechanism. This Mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail the Mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During the Financial Year 2022-23 , the Company has received no complaint.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at linkwww.tarachandindia. in/policies

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior in any form and the Board has laid down certain directives to counter such acts. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. Pursuant to SEBI (LODR) Regulations, 2015, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is given as a part of the Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has set up Internal Complaints Committees in line with the requirement ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has a Policy on Prevention of Sexual Harassment at Workplace and has constituted an Internal Complaints Committee. There was no case reported during the year under review under the said Policy to Internal Complaints Committee.

Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS:

Your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights in the previous financial year.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors take this opportunity to thank the Company''s customers, shareholders, Investors, suppliers, bankers, financial institutions and Central & State Governments for their consistent support and cooperation extended to the Company. The Directors also wish to place on record their appreciation towards employees at all levels for their hard work, dedication and commitment.

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Mar 31, 2018

The Directors presenting their 6^th Annual Report on the business and operations of the Company and statement of accounts for the year ended March 31, 2018.

Financial Summary/Highlights:

During the financial year, the performance of the Company is as under:

(Amounts in Rupees)

Particulars	2017-18	2016-17
Total Income	82,94,51,242	52,77,00,103
Less: Expenses	76,52,71,349	48,75,61,691
Profit/ (Loss) before tax	6,41,79,892	4,01,38,411
Tax Expenses
Current Tax	1,27,15,000	82,68,000
Deferred Tax	49,68,538	41,92,431
Tax Adjustments Relating to Earlier Years	4,39,382	-
Profit (Loss) After Taxation	4,60,56,973	2,76,77,980

Overview of Company''s Financial Performance:

During the year under review, Total Income of Company from Sales, Handling & Transportation Income and other Services was Rs. 82,94,51,242/- against Rs. 52,77,00,103/- in the previous year. The Company has earned net profit of Rs. 4,60,56,973/- in the current financial year and net profit of Rs. 2,76,77,980/- in the previous financial year.

Transfer to reserves:

During the financial year, the Company did not transfer any amount to reserve. However, during the year, Share Premium Reserve has been generated of Rs.18,05,79,100 /-

Dividend:

Considering the fact, future plans of the Company directors have decided not to recommend any dividend on the equity shares for the year ended March 31, 2018.

Change in the nature of business:

There was no change in the nature of business of the Company during the financial year.

Public Deposits:

During the financial year 2017-18, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Subsidiaries, Associate and Joint venture Companies:

As on March 31, 2018, according to Companies Act, 2013 and rules made there under the Company does not have any Subsidiary Company, Associate Company and Joint Venture Company. Hence, ''Form AOC - 1'' is not applicable.

Directors and Key Managerial Personnel (''KMP''):

Directors:

- No changes in board of directors took place except the appointment of Mr. Himanshu Aggarwal as Executive Director of the Company with effect from November 1, 2017.

KMP:

- Mr. Himanshu Aggarwal appointed as Chief Financial Officer of the Company with effect from October 1, 2017.

- Ms. Madhuri Ganesh Batwal, Company Secretary & Compliance Officer of the Company has resigned with effect from May 31, 2018.

- Ms. Nishu Kansal, Appointed as Company Secretary & Compliance Officer & Key Managerial Personnel of the Company with effect from June 1, 2018.

Declaration by Independent Directors:

The Company has received necessary declaration from all Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

During the financial year, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Internal Financial Control:

As Confirmed by statutory auditor in his reports, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

Committees of the Board

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

- Audit Committee

- Stakeholders Relationship Committee

- Nomination and Remuneration Committee and

- Corporate Social Responsibility Committee

Details of the said Committees along with their charters, compositions and meetings held during the financial year, are provided in the “Report on Corporate Governance ''Annexure E'', as a part of this Annual Report.

Establishment of Vigil Mechanism:

The Company has established and adopted Vigil Mechanism and the policy (Whistle Blower Policy) thereof for directors and employees of the Company in accordance with Section 177 of the Companies Act, 2013 or any other provisions of Companies Act, 2013 as well as Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015). During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the Company www. tarachandindia.in/policies

Particulars of remuneration to employees:

Pursuant to the provisions of section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees are required to be provided in the Directors’ Report. However, having regard to the provisions of section 136 of the Companies Act, 2013, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same upon receipt of a written request delivered at the Registered Office of the Company.

Management Discussion and Analysis:

The Management Discussion and Analysis forms part of the Directors’ Report is annexed herewith as ''Annexure D''.

Corporate Governance Report:

As required by Chapter IV read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance form part of this Annual Report as ‘Annexure E''

Auditors:

a) Statutory Auditors:

The Statutory Auditors, M/s. Sangeet Kumar & Associates, Chartered Accountants, Chandigarh (FRN: 001954N) were appointed in the 5^th Annual General Meeting to hold office from the conclusion of 5^th Annual General Meeting till the conclusion of Annual General Meeting to be held for the financial year ended 31^st March, 2022 subject to ratification by the members at every Annual General Meeting. However, Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 2018 notified the amendment in Section 139 of the Companies Act, 2013 pursuant to Companies Amendment Act, 2017 and the rules made thereunder, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting (“AGM”) has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM.

Further, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment.

Explanations by the Board on qualification, reservation or adverse remark or disclaimer made by the: Auditors in their report

There is no qualification or adverse remark or disclaimer made by the statutory auditor in his report on the financial statement of the Company for the financial year ended on 31^st March, 2018.

b) Secretarial Auditor:

Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. AVS & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2017-2018, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. Report of Secretarial Auditor forms part of the Directors Report as ''Annexure C''.

- Company secretary in practice in his Secretarial Audit Report:

There is no qualification or adverse remark or disclaimer made by the secretarial auditor in his report on the secretarial audit of the Company for the financial year ended on 31^st March, 2018.

Employees Stock Option Scheme (ESOS), Sweat Equity & Shares having differential voting rights:

Your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights in the previous financial year except the Company has listed its securities on National Stock Exchange i.e. SME Platform by making Initial Public Offer of 37,20,000 Equity shares of Rs. 10/- at an issue price of Rs. 55 /- per Share. Issue of shares helped the Company to raise an amount of Rs. 20,46,00,000 (Twenty Crores Forty Six Lakhs). Further, the Company has issued and allotted 599050 Equity Shares of Rs. 10/- each at an price of Rs. 32 /- per Share on Private Placement basis to some of the promoters of the Company on August 30, 2018.

Extract of Annual Return:

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual return in the prescribed format Form MGT.9 is annexed herewith as ''Annexure B'' to the Board’s report.

Number of Meetings of the Board:

During the financial year, 15 (Fifteen) Board Meetings were held, the details of meetings held and attendance of each directors are given in the Corporate Governance Report forming part of the Annual Report.

Director''s Responsibility Statement:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013, with respect to the Directors’ Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended on 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit and loss of the Company for the year ended on that date;

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

d) that the Directors had prepared the accounts for the financial year ended on 31st March, 2018 on a ''going concern’ basis.

e) that Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

f) that Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

Policy on Director''s appointment and remuneration:

Policy for Selection and Appointment of Directors and their Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and available at www.tarachandindia.in/policies

Particulars of loans, guarantees or investments under Section 186:

During the financial year 2017-2018, there are no such transactions transacted by the Company and hence particulars of details of loans, guarantee, security or investments covered under Section 186 of the Companies Act, 2013 are not required to be furnished. Additionally mentioned in the notes to accounts of financial statements.

Particulars of contracts or arrangements made with related parties:

During the Financial Year 2017-18, all Related Party Transactions entered with the Related Parties were at arm’s length and were in the ordinary course of the business. Further, the details of transactions/contracts/arrangements referred to in Section 188 (1) of Companies Act, 2013 entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, material in nature are furnished in ''Form AOC-2'' and is attached as ''Annexure - A'' and forms part of this Report.

Corporate Social Responsibility:

The Company is not falling in any criteria as mentioned in Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Act. However, the Company voluntarily constituted Corporate Social Responsibility Committee on December 20, 2017. Further, no CSR expenditure made by the Company during the year.

Material changes and commitments affecting financial position between the end of the financial year and date of report:

There are no material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

A. Conservation of Energy Technology Absorption:

1. Steps taken or impact on conservation of energy:

The Company always strives to optimize energy conservation though it is engaged into providing the Integrated Logistics Services. The Company had implemented Energy Efficient Light Emitting Diode (‘LED’) models for energy conservations at all its major locations.

2. The steps taken by the Company for utilizing alternate sources of energy:

The Company is continue to put in effort to reduce specific energy consumption. The Company is evaluating other sources of energy.

3. Capital investment on energy conservation equipment''s:

During the Financial Year, the Company has not made any new investments in the energy conservation equipment’s which is Capital in nature.

B. Technology Absorption:

- Efforts made towards technology absorption: The Company has on ongoing basis absorbed the technology for its business services and major up gradation process was carried out to improve the efficiency of the Company.

- Benefits derived as a result of the above efforts: Increasing efficiency of the Company has resulted maximum due care and without hampering services in any way.

- In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): No new technology has been imported during the year.

- Expenditure Incurred on Research and Development: The Company being an integrated logistics service provider, there is no expenditure incurred on research and development during the year under review.

C. Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

Earnings	Nil
Expenditure	USD - 940500
	Euro - 745000

Risk Management Policy and Compliance Framework:

Risk Management policy of the Company has been developed and implemented, recommended by the Audit Committee and approved by Board of Directors. In the opinion of the board the below given risks may threaten the existence of the Company:

External Risk Factors:

a. Change in Government Policies

b. Changes in laws and legislation

c. Terrorist attacks, Civil Disturbances, Wars

d. Natural Disasters

e. Market conditions

f. Competition etc.

Internal Risk Factors:

a. Significant Decrease in Revenues from top ten clients

b. Legal Proceedings

c. Fuel Prices

d. Human Resource Management

e. Change in the Management etc.

Disclosure under Sexual Harassment Act:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. During the year, there were no complaints filed against any of the employees of the Company under this Act.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise will carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The policy for performance evaluation of Board of Directors including Committees of Director, Individual Director, Independent Director has been disclosed on the Company’s website www.tarachandindia.in/policies

Acknowledgment:

Your Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

On behalf of the Board of Directors

Tara Chand Logistic Solutions Limited

SD/-

Vinay Kumar

Chairman & Managing Director

DIN:00151567

Add: C/O: 342 Industrial Area, Phase I,

Chandigarh - 160002

Date: August 31, 2018

Place: Chandigarh