Directors Report of Tejas Cargo India Ltd.

Mar 31, 2025

The Board of Directors of your Company takes pleasure in presenting the 4th (Fourth) Board’s Report on the business and
operations of Tejas Cargo India Limited (Formerly known as Tejas Cargo India Private Limited) (hereinafter referred to as the
“Company”) together with the Company''s Audited Standalone & Consolidated Financial Statements and the Independent
Auditor''s Report thereon for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s financial performance (standalone and consolidated) for the year ended March 31, 2025 is summarized
below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Income from Business Operations	50,115.30	41,932.61	50,129.30	41,932.61
Other Income	694.37	325.95	694.37	326.45
Total Income	50,809.67	42,258.56	50,823.67	42,259.06
Less: Operating Expenses	38,128.76	34,030.94	38,128.76	34,030.94
Less: Employee Benefit Expenses	1,420.39	705.87	1,431.29	705.87
Less: Other Expenses	893.91	618.71	894.91	619.10
Profit Before Finance Cost, Depreciation & Taxes	10,366.61	6,903.04	10,368.71	6,903.15
Less: Finance Cost	1,693.89	1,073.49	1,693.89	1,073.49
Less: Depreciation and Amortization	6,100.74	4,090.22	6,100.74	4,090.22
Profit Before Tax	2,571.98	1,739.34	2,574.08	1,739.45
Less: Current Income Tax	840.70	463.08	841.23	463.11
Less: Deferred Tax	-180.75	-20.11	- 180.75	- 20.11
Income Tax for earlier years	-	-25.77	-	-25.77
Net Profit/(Loss) after Tax	1,912.03	1,311.14	1,913.60	1,322.22
Earnings per Share (Basic)	10.48	7.60	10.50	7.60
Earnings Per Share (Diluted)	10.48	7.60	10.50	7.60

2. STATE OF COMPANY’S AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK

a. Company’s Affairs and Result of Operation:

During the year, the Company, originally incorporated as a private limited company on March 26, 2021. Further
the company was converted into a public limited, pursuant to the conversion, the name of the Company was
changed to Tejas Cargo India Limited, and a fresh Certificate of Incorporation was issued by the Registrar
of Companies, Central Processing Centre, on September 5, 2024. Furthermore, the Company successfully
listed its equity shares on the Emerge Platform of the National Stock Exchange of India Limited (SME
Exchange-NSE), enhancing liquidity and providing shareholders with increased visibility, transparency, and
an opportunity to realize the value of their investments.

In respect to the Company''s operation, we would like to state that we are a logistics Company based in Faridabad,
Haryana, providing long haul supply chain transportation services by road under Full Truck Load (“FTL”), to a
diverse range of companies who are, inter alia, engaged in the business of logistics, steel and cement, e-commerce,
industrial & chemicals, FMCG and white goods sectors, across the India. We derive more than 98% of our revenue
from the business of long haul supply chain transportation services. Our services include shipment planning,
route optimisation, fleet selection, documentation, tracking, communication and coordination and performance
evaluation.

During the year under review, your Company''s total income is INR 50,809.67 Lakh {Previous year 42,258.56
Lakh}. The Company made a Net Profit of INR 1,912.03 Lakh {Previous year: 1,322.14 Lakh}.

b. Future Outlook

The management is looking for growth and diversification of the business of the Company. The management is
hopeful that the Company will register even higher growth rate in future as the Company is working rapidly and
looking forward for opportunities to grab more and more business and clients, the positive results of which will
be seen in the coming years.

i. TRANSFER TO RESERVES

The surplus of Profit/loss for the period under review amounting to INR 1,912.03 Lakh has been transferred to reserve
and surplus keeping in view the expansion plan of the Company.

1. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition of Board of Directors:

The Composition of Board of Directors as on March 31, 2025 is as follows:

Sr. No	Name	DIN	Designation
1.	Manish Bindal	07842313	Whole-time Director
2.	Chander Bindal	03221817	Managing Director
3.	Neha Jain	10764109	Independent Director
4.	Puja Daga	09594635	Independent Director
5.	Archana Jain	09171307	Independent Director

b. Key Managerial Personnel:

The following persons are the key managerial personnel of the Company as on March 31, 2025:

Sr. No	Name	PAN	Designation
1.	Manish Bindal	ANDPB0929K	Chief Executive Officer
2.	Yogesh Jain	AXHPJ6085G	Chief Financial Officer
3.	Neelam	BDUPN3243A	Company Secretary

c. Change in Director and KMP:

During the financial year, following changes have been occurred:

Sr. No.	Name		DIN/PAN		Designation		Appointment/ Cessation/Change in Designation		Date of Appointment/ Cessation/ Change in Designation
1.	Yogesh Jain		AXHPJ6085G		Chief Financial Officer		Appointment		October 9, 2024
2.	Neelam		BDUPN3243A		Company Secretary		Appointment		October 9, 2024
3.	Manish Bindal		ANDPB0929K		Chief Executive Officer		Appointment		October 9, 2024
4.	Archana Jain		09171307		Independent Director		Appointment		June 15, 2024
5.	Chander Bindal		03221817		Managing Director		Change in Designation		October 21, 2024
6.	Neha Jain		10764109		Independent Director		Appointment		September 23, 2024
7.	Puja Daga		09594635		Independent Director		Appointment		September 23, 2024
8.	Manish Bindal		07842313		Whole-time Director		Change in Designation		October 21, 2024
9.	Neelam		BDUPN3243A		Company Secretary		Resignation		March 31, 2025

d. Subsequent to year end, the following changes took place in the composition of the Board of Directors and key
managerial personnel:

i. Ms. Archana Jain, Independent Director, resigned from the Board with effect from June 11, 2025.

ii. Mr. Sourabh Nawal appointed as an additional director on the Board with effect from June 11, 2025.

iii. Ms. Raveena Gupta appointed as Company Secretary of the Company with effect from June 30, 2025.

e. Retirement by Rotation of the Directors

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of
the Company, Mr. Chander Bindal, Director (DIN: 03221817) of the Company, retires by rotation and offers himself
for re- appointment.

f. Independent Directors

As on the date of this report, there are 2 (two) independent directors on Board of the Company and the Board is
of the opinion that all the independent directors are persons of integrity and hold the necessary expertise, skill,
competence, experience and proficiency required with respect to the business of the Company.

The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015. Appointments of all independent directors of the Company have been approved by the shareholders.

A brief profile of each independent director on
Board of the Company, along with the terms and
conditions of their appointment are available
on the website of the Company at the web links
https://www.tcipl.in/investor-relations.php .

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

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

6. MAJOR EVENTS OCCURRED DURING THE YEAR:

• Listing of Company on SME Platform: The Initial
Public Offering of the Company was opened
for subscription on Friday, February 14, 2025
and closed on Tuesday, February 18, 2025 for
issue of 63,00,000 Equity shares of face value
of INR 10 each, at a price of INR 168 per share.
The issue was fully subscribed and has obtained
listing approval from National Stock Exchange
on February 21, 2025. The Company officially
got listed on the NSE Emerge Platform (NSE
Segment of NSE Limited) on Monday, February
24, 2025.

• Alteration in Memorandum of Association
and Articles of Association: Pursuant to the
conversion of the Company from Private Company
to Public Company, the Company amended its
Memorandum of Association and Articles of
Association of the Company with the approval of
the members of the Company.

• Conversion from Private Company to Public
Company: Our Company was originally
incorporated on March 26, 2021 as “Tejas Cargo
India Private Limited, under the provisions of
the Companies Act, 2013 with the Registrar
of Companies, NCT of Delhi & Haryana.
Subsequently, the Company was converted into
Public Limited Company and name of Company
was changed from Tejas Cargo India Private
Limited to Tejas Cargo India Limited vide fresh

certificate of incorporation dated September 05,
2024 issued by the Registrar of Companies, NCT
of Delhi & Haryana.

• Adjudication Order: The Company had filed a
suo-moto application under Section 454 of the
Companies Act, 2013 for adjudication of offences
related to non-compliance under Section 56(4)
(a) and Section 10A(1) of the Companies Act,
2013 before the Registrar of Companies, NCT
of Delhi & Haryana. The Adjudication Order was
subsequently passed on January 15, 2025.

7. INFORMATION ABOUT SUBSIDIARY/ JOINT
VENTURE / ASSOCIATE COMPANY AND DETAILS
OF COMPANIES WHICH HAVE BECOME OR CEASED
TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR

As on March 31, 2025, the Company has one subsidiary,
Tejas Carriers Solutions Private Limited, incorporated
on October 12, 2023, in which the Company holds
99,999 (Ninety-Nine Thousand Nine Hundred Ninety-
Nine) equity shares, representing 99.99% of the total
shareholding. There has been no material change in
the nature of the business of the said subsidiary during
the year. The Company does not have any associate or
joint venture companies within the meaning of Section
2(6) of the Companies Act, 2013 (“the Act”).

Subsequent to the close of the financial year, the
Company made an additional investment by acquiring
1 (One) equity share of INR10/- each in Tejas Carriers
Solutions Private Limited, thereby increasing its
shareholding to 100% and making it a Wholly Owned
Subsidiary.

Pursuant to the provisions of section 129(3) of the Act
read with the Companies (Accounts) Rules, 2014, the
statement containing salient features of the financial
statements of the Company''s subsidiaries for the
financial year ended on March 31, 2025 in Form AOC-1
forms part of this Annual Report as Annexure- A.

Further, pursuant to the provisions of Section 136 of
the Act, the financial statements of the Company,
consolidated financial statements along with relevant
documents and separate audited financial statements
in respect of subsidiary, are available on the Company''s
website at https://www.tcipl.in/investor-relations.php.

8. DIVIDEND

The Board of Directors of the Company decide not to recommend any dividend in view of requirement of funds in
future and expansion plan of the Company.

The Dividend policy of the Company is available on the website of the Company at the web link https://www.tcipl.in/
investor-relations.php

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid
last year.

10. MEETINGS OF THE BOARD OF DIRECTORS

The Company had 27 Board meetings during the financial year under review. The intervening gap between any two
meetings was within the period prescribed by the Companies Act, 2013.

The number and date of the meetings held during the year 2024-25 are as follows:

S.	Date of Meeting	Total Number of directors	Attendance
No.		as on the date of meeting	Number of directors Attended	% of attendance
1.	01/04/2024	2	2	100
2.	24/04/2024	2	2	100
3.	25/04/2024	2	2	100
4.	08/05/2024	2	2	100
5.	09/05/2024	2	2	100
6.	28/05/2024	2	2	100
7.	31/05/2024	2	2	100
8.	05/06/2024	2	2	100
9.	13/06/2024	3	2	66.66
10.	18/06/2024	3	2	66.66
11.	21/06/2024	3	2	66.66
12.	28/06/2024	3	2	66.66
13.	23/08/2024	3	2	66.66
14.	07/09/2024	3	2	66.66
15.	21/09/2024	3	2	66.66
16.	09/10/2024	5	2	40
17.	15/10/2024	5	5	100
18.	21/10/2024	5	4	80
19.	26/10/2024	5	4	80
20.	06/11/2024	5	3	60
21.	17/12/2024	5	3	60

S.	Date of Meeting	Total Number of directors	Attendance
No.		as on the date of meeting	Number of directors Attended	% of attendance
22.	18/01/2025	5	4	80
23.	23/01/2025	5	4	80
24.	08/02/2025	5	4	80
25.	10/02/2025	5	4	80
26.	20/02/2025	5	4	80
27.	03/03/2025	5	4	80

11. COMMITTEES OF BOARD

The Board of Directors in line with the requirement of the act has formed various committees, the detailed terms of
reference of the Committee are available on the website of the Company at https://www.tcipl.in/investor-relations.
php.

A. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations, the Audit Committee
of the Board as on March 31, 2025, comprises of -

Name of the Directors	Nature of Directorship	Designation in Committee
Archana Jain	Non-Executive Independent Director	Chairperson
Neha Jain	Non-Executive Independent Director	Member
Puja Daga	Non-Executive Independent Director	Member

The number and date of the meetings held during the year 2024-25 are as follows:

S.	Date of Meeting	Total Number of	Attendance
No.		directors as on the date of meeting	Number of directors Attended	% of attendance
1.	26/10/2024	3	3		100
2.	17/12/2024	3	3		100
3.	18/01/2025	3	3		100
4.	20/02/2025	3	3		100

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, the Nomination and
Remuneration Committee of the Board as at March 31, 2025. It comprises of -

Name of the Directors	Nature of Directorship	Designation in Committee
Neha Jain	Non-Executive Independent Director	Chairperson
Archana Jain	Non-Executive Independent Director	Member
Puja Daga	Non-Executive Independent Director	Member

The number and date of the meetings held during the year 2024-25 are as follows:

S.	Date of Meeting	Total Number of	Attendance
No.		directors as on the date of meeting	Number of directors Attended	% of attendance
1.	21/10/2024	3	3	100

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder''s Relationship Committee had duly formed mainly to focus on the redressal of Shareholders''/
Investors'' Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non¬
receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the
Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the
Company. The terms of reference of the Committee are available on the website of the Company at https://www.
tcipl.in/investor-relations.php and it comprises of -

Name of the Directors	Nature of Directorship	Designation in Committee
Neha Jain	Non-Executive Independent Director	Chairperson
Chander Bindal	Director	Member
Manish Bindal	Director	Member

The number and date of the meetings held during the year 2024-25 are as follows:

S.	Date of Meeting	Total Number of	Attendance
No.		directors as on the date of meeting	Number of directors % of attendance Attended
1.	28/03/2025	3	3 100

D. FINANCE AND MANAGEMENT COMMITTEE:

The Board had also created a sub-committee to delegate the functions related to finance and management to the
following directors:

Name of the Directors	Nature of Directorship	Designation in Committee
Chander Bindal	Director	Chairperson
Manish Bindal	Director	Member

The number and date of the meetings held during the year 2024-25 are as follows:

S.	Date of Meeting	Total Number of	Attendance
No.		directors as on the date of meeting	Number of directors Attended	% of attendance
1.	19/11/2023	2	2		100
2.	10/12/2024	2	2		100
3.	30/12/2024	2	2		100
4.	10/01/2025	2	2		100
5.	25/02/2025	2	2		100

E. INITIAL PUBLIC OFFER COMMITTEE:

The Board had also formed a committee for giving effect to the Issue and listing the Equity Shares on SME
platform of the stock exchange. The Committee comprised of the following:

Name of the Directors	Nature of Directorship	Designation in Committee
Chander Bindal	Director	Chairperson
Manish Bindal	Director	Member

The number and date of the meetings held during the year 2024-25 are as follows:

S.	Date of Meeting	Total Number of	Attendance
No.		directors as on the date of meeting	Number of directors Attended	% of attendance
1.	03/02/2025	3	3	100
2.	13/02/2025	3	3	100

12. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual
directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning,
etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on
the basis of criteria such as the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

Performance evaluation of independent directors was
done by the entire Board, excluding the independent
director being evaluated.

13. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the
Act, read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return of
the Company as on March 31, 2025 is available on the
Company''s website and can be accessed at https://
www.tcipl.in/investor-relations.php.

14. VIGIL MECHANISM/ 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 may be
accessed on the Company''s website at https://www.
tcipl.in/investor-relations.php.

15. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by
the Company during F.Y. 2024-25 with related parties
were on an arm''s length basis and in the ordinary
course of business. There were no material Related
Party Transactions (RPTs) undertaken by the Company
during the year that require Shareholders'' approval
under Section 188 of the Act.

All the transactions were in compliance with the
applicable provisions of the Act. Given that the
Company has reported the transactions in pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 and
the same has been provided in Annexure-B.

The Company formulated a policy on Related Party
Transactions (RPTs) in accordance with the Act
including any amendments thereto for identifying,
reviewing approving and monitoring of RPTs. The

said policy is available on the Company''s website URL
https://www.tcipl.in/investor-relations.php.

16. 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 does not carry out any
manufacturing activity. However, wherever possible
and feasible, continuous efforts have been made for
conservation of energy and to minimize energy costs
and to upgrade the technology with a view to increase
the efficiency and to reduce cost of operations.

However, your Company uses Information Technology
extensively in its operations and continues its endeavor
to improve Energy Conservation and Utilization, Safety
and the Environment.

> Conservation of energy:

i. Adequate measures have been taken for
conservation of energy.

ii. There is no additional investment
and proposal for reduction of energy
conservation.

iii. As there is no additional investment, there is
no impact on the business of the Company.

> Technology absorption:

The Company has not absorbed any technology
during the period under review. No Research and
Development was carried out during the year
under review.

> Foreign Exchange earnings and outgo:

During the year under review, there was no
foreign exchange earnings or outgo.

17. AUDITORS AND AUDITOR''S REPORT

a. Statutory Auditor

M/s Pramod Banwari Lal Agarwal & Co.,
Chartered Accountants, Delhi (FRN: 003631C)
were appointed as Statutory Auditors of the
Company at the First Annual General Meeting
of the Company held on September 30, 2022

to hold the office from the conclusion of First
Annual General Meeting till the conclusion of
fifth Annual General Meeting.

b. Secretarial Auditor

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 Board had
appointed M/s Abhishek Gupta & Associates
(FRN: S2013DE223400) Practicing Company
Secretaries, to conduct secretarial audit of the
Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year
ended March 31, 2025 is annexed as Annexure C
to this Report.

c. Internal Auditor

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 21st September 2024
have appointed Ms. Aarti Arora, (Membership
No. 562737), Chartered Accountant as Internal
Auditors of the Company for the Financial Year
2024-25 to 2025-26, to conduct Internal Audit of
the Company.

d. Cost Auditor

Section 148 of the Companies Act, 2013 is not
applicable to the Company.

18. REPORTING OF FRAUD BY AUDITOR

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditor has reported to
the Board or Audit Committee, 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 the Board''s report.

19. LOANS, GUARANTEES AND INVESTMENTS U/S 186

The Particulars of loans given, investments made,
guarantees given and securities provided under
Section 186 of The Companies Act, 2013 form part of
the Notes to the financial statements provided in this
Annual Report.

20. DEPOSITS

The company has not invited/accepted any deposits
from the members as well as public during the year
ended March 31, 2025. There were no unclaimed or
unpaid deposits as on March 31, 2025.

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

The Company has in place a policy of prevention
of Sexual Harassment at the Workplace in the line
with the requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and also has a policy and
framework for employees to report sexual harassment
cases at workplace and its process ensures complete
anonymity and confidentiality of information.
Adequate workshops and awareness programme
against sexual harassment are conducted across
the organization. Internal Complaints Committee
was constituted in accordance with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the rules framed thereunder for the Redressal of
complaints of sexual harassment of women at work
place.

There were no incidences of sexual harassment
reported during the year under review.

The following is the summary of sexual harassment
complaints received and disposed of during the year
under review:

a. Number of Complaints pending at the beginning
of the year: NIL

b. Number of Complaints received during the year:
NIL

c. Number of Complaints disposed of during the
year: NIL

d. Number of cases pending at the end of the year:
NIL

e. Number of cases pending for more than ninety
days: NIL

22. COMPLIANCE UNDER MATERNITY BENEFIT ACT,
1961

The Company had complied with all the provisions of
the Maternity Benefit Act, 1961.

23. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE
AUDITORS AND SECRETARIAL AUDITORS IN THEIR
REPORTS

There was no comment on qualifications, reservations
or adverse remarks or disclaimers made by the
auditors and secretarial auditors in their reports.

24. SIGNIFICANT AND MATERIAL ORDERS

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

25. SHARE CAPITAL OF THE COMPANY

As on March 31, 2025, the Share Capital Structure of
the Company was as follows:

Authorized Share Capital: INR 25,00,00,000/-
(Indian Rupees Twenty-Five Crore Only) divided into
2,50,00,000 shares of INR 10 each.

Issued and Subscribed Share Capital: INR

23,89,28,400/- (Indian Rupees Twenty-Three Crore
Eighty-Nine Lakh Twenty-Eight Thousand Four
Hundred Only) divided into 2,38,92,840 shares of INR
10 each.

During the year the following changes has occurred:

i. Increase in Authorized Share Capital of The
Company

The Company has increased its Authorized Share
Capital from INR 10,00,00,000/- (Indian Rupees
Ten Crore Only) divided into 1,00,00,000 shares of
INR 10 each to INR 25,00,00,000/-(Indian Rupees
Twenty-Five Crore Only) divided into 2,50,00,000
shares of INR 10 each.

ii. Issue of Shares or Other Convertible Securities

During the year, the company has issued equity
shares by way of Bonus issue and Initial Public
Offering, the details of the same are as follows:

Bonus Issue: During the period under review, the
Company had allotted 95,29,455 and 78,19,040
equity shares of INR 10 each pursuant to Bonus
Issue on May 09, 2024 and June 05, 2024 to Mr.
Manish Bindal and Mr. Chander Bindal.

Initial Public Offer: The Initial Public Offer was

opened for subscription on Friday, February
14, 2025 and closed on February 18, 2025 for
63,00,000 Equity Shares of face value of INR
10 each at a price of INR 168 per Equity Share
(including a share premium of INR 158 per Equity
Share). Accordingly, allotment was made on
February 20, 2025 and the Company was listed
on NSE Platform on February 24, 2025.

iii. Issue of equity shares with differential rights:

The Company has not issued any equity shares
with differential rights during the year under
review.

iv. Issue of sweat equity shares:

The Company has not issued any sweat equity
shares during the year under review.

v. Details of employee stock options:

The Company has not issued any Employee Stock
Options during the year under review.

vi. Shares held in T rust for the benefit of employees
where the voting rights are not exercised
directly by the employees:

The Company does not held any shares in trust
for the benefit of employees where the voting
rights are not exercised directly by the employees
during the year under review.

vii. Issue of Debentures, Bonds or Any Non¬
Convertible Securities

The Company has not issued any debentures,
bonds or any non-convertible securities during
the year under review.

viii. Issue of Warrants

The Company has not issued any warrants during
the year under review.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has adequate and efficient internal and
external control system, which provides protection to
all its assets against loss from unauthorized use and
ensures correct reporting of transactions.

The internal control systems are further supplemented
by internal audits carried out by the respective Internal
Auditors of the Company and Periodical review by the
management. The Company has put in place proper

controls, which are reviewed at regular intervals to
ensure that transactions are properly authorized,
correctly reported and assets are safeguarded.

27. MAINTENANCE OF COST RECORDS

The provisions of cost audit as per Section 148 of
the Companies Act, 2013 are not applicable to the
Company.

28. 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 in the format prescribed in the Companies
(‘CSR Policy'') Rules, 2014 are set out in Annexure D of
this Report.

29. PARTICULARS OF EMPLOYEES AS PER SEC 197(12)
OF COMPANIES ACT, 2013

Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, are given in the
Annexure-E forming part of this report.

30. COMPANY''S POLICY ON DIRECTORS''
APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED
UNDER SUB-SECTION (3) OF SECTION 178

The Company''s policy on appointment and
remuneration of directors is available on the Company''s
website at https://www.tcipl.in/investor-relations.php

31. CORPORATE GOVERNANCE

As a good corporate governance practice the Company
has generally complied with the corporate governance
requirements. Our disclosures seek to attain the best
practices in corporate governance. We also endeavor
to enhance long-term shareholder value and respect
minority rights in all our business decisions.

As our company has been listed on NSE Emerge
Platform on NSE Limited, therefore by virtue of
Regulation 15 of the SEBI (Listing Obligation and

Disclosure Requirements) Regulations, 2015 the
compliance with the corporate Governance provisions
as specified in regulation 17 to 27 and Clause (b) to (i)
of sub regulation (2) of Regulation 46 and Para C, D
are not applicable to the Company.

32. DETAILS OF APPLICATION/ANY PROCEEDINGS
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

Neither any application was made nor are any
proceedings are pending under the Insolvency and
Bankruptcy Code, 2016 during the FY 2024-25.

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VERIFICATION DONE AT THE TIME OF
SETTELEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTIUTIONS ALONG WITH THE REASONS
THEREOF

As the Company has not done any one-time settlement
during the year under review, no disclosure is required
in this regard.

34. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all
Board members and Senior Management Personnel of
the Company. The Code is displayed on the website of
the Company https://www.tcipl.in/investor-relations.
php. All Board members and Senior Management
Personnel have affirmed compliance with the said
Code of Ethics & Conduct.

35. DIRECTOR''S RESPONSIBILITY STATEMENT
Your Directors state that:

a) in the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act have been
followed and there are no material departures
from the same;

b) the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as at March
31, 2025 and of the profit of the Company for the
year ended on that date;

c) the Directors have 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) the Directors have prepared the annual accounts
on a going concern basis;

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

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

36. RISK MANAGEMENT

Your Company''s Risk Management practice seeks
to sustain the long-term vision and mission of your
Company. It continuously evaluates the various risks
surrounding the business and seeks to review and
upgrade its risk management process. To further
endeavour, your Board constantly formulates
strategies directed at mitigating these risks which get
implemented at the Executive Management level and
a regular update is provided to the Board.

The Risk Management System is fully aligned with
the corporate and operational objectives. There is no
element of risk which in the opinion of the Board may
threaten the existence of the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of the provisions of Regulation 34 and
schedule V of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 the
Management''s discussion and analysis report is
annexed in Annexure-F.

38. WEBSITE

The Company is maintaining its functional website and
the website contains basic as well as investor related
information. The link of website is https://www.tcipl.in/
index.php.

39. SECREATRIAL STANDARDS

The Company has followed the applicable Secretarial
Standards, with respect to Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued
by the Institute of Company Secretaries of India.

40. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to
bankers, business associates, consultants, and various
Government Authorities for their continued support
extended to your Companies activities during the
year under review. Your directors also acknowledges
gratefully the shareholders for their support and
confidence reposed on your Company.

For and on behalf of Board of Directors of
Tejas Cargo India Limited

(formerly known as Tejas Cargo India Private Limited)

Chander Bindal Manish Bindal

Managing Director Whole Time Director

DIN: 03221817 DIN: 07842313

Address: H. No. 2564, Address: H. No. 2564,

Sector 16, Sector 16,

Faridabad 121001 Faridabad 121001

Place: Faridabad, Haryana
Date: September 04, 2025

---

Mar 31, 2024

Your directors with immense pleasure submit the 3^rd Directors Report of the Company together
with the Audited Statements of Accounts for the year ended 31 st March 2024.

1. FINANCIAL SUMMARY, OPERATIONS, STATE OF AFFAIRS:

> The Standalone financial summary for the period ended 31^rt March 2024 has been as under:

in Lakhs, unless otherwise staterh

Particulars	For the Year ended 2023-24	For the year ended 2022-23
income from Business Operations	41,932.61	38,178.52
Other income	325.95	258.94
Total Income	42,258,56	38,437,46
Total Expenses excluding Tax, Interest & Depreciation	35,355.52	35,155.15
Profit Before Tax, Interest and Depreciation	6,903.04	3,282.31
Less: Interest and other Financial Charges	1,073.49	514.09
Profit before Tax and Depreciation	5,829.55	2,768.22
Less: Depreciation	4,090.22	1,416.24
Profit before tax	1,739.33	1,351.97
Less: Current income Tax	463.08	305.6
Less: Deferred Tax	(20.11)	59.77
Income Tax for earlier years	(25.77)	0.69
Net Profit/(Loss) after Tax	1,322.14	985.85
Earnings per share (Basic) (Amount in	2,206.70	9,858.33
Earnings per Share (Diluted) (Basic) (Amount in	2,206.70	9,858.33

> The Consolidated financial summary for the period ended 31^st March 2024 has been as
under:

______________ (^ in Lakhs, unless otherwise stated)

Particulars	For the Year ended 2023-24	For the year ended 2022-23
Income from Business Operations	41,932.61	38,178.52
Other income	326.45	258.94
Total Income	42,259.06	38,437.46
Total Expenses excluding Tax, Interest & Depreciation	35,355.91	35,155.15
Profit Before Tax, interest and Depreciation	6,903.15	3,282.31
Less: Interest and other Financial Charges	1,073.49	514.09
Profit before Tax and Depreciation	5,829.66	2,768.22
Less: Depreciation	4,090.22	1,416.25
Profit before tax	1739.44	1351.97
Less: Current Income Tax	463.11	305.67

Less: Deferred Tax	(20.11)	59.77
Income Tax for earlier years	(25.77)	0.69
Net Profit/(Loss) after Tax	1,322.22	985.86
Earnings per share (Basic) (Amount in	2,206.83	9,858.33
Earnings per Share (Diluted) (Amount in	2,206.83	9,858.33

2. Operations

The Company has diversified the operations in FY 2023-24 and entered a new segment (Steel
Industry & Cement Industry) altogether required a different set of commercial vehicles for this
sector. The Company has been operating the 32 feet containers (Single Axle & Multi Axle) and has
acquired 100 trailers (with mix of debt and capital/profits) during FY 2023-24. The company has
also reduced the business from online e-commerce company to diversified across multiple
sectors that it has already been operating. The company is currently in line with the objective of
expanding to metal and minerals sectors such as Coal, Iron-Ore, Ash (Fly and Pond), Aluminum,
Copper, Chemicals (Carbon and Polymers) and are in discussions with large corporates for
corporate. With India positioning itself to be the potential 1 to China, the metals and industrial
sectors shall be on the upward trajectory and the company has accordingly aligned its vision to
enter these sectors and be a dominant player.

Along with expansion into sectors and opening multiple branch offices across India, the
Company has focused more on the technological aspects to have better control over the
operations and efficiency of the business. The Company has incorporated a subsidiary with
99.99% shareholding of Tejas Cargo India Limited (formerly known as Tejas Cargo India Private
Limited) to carry out the business of transportation where the industry requires the supplies to be
on reverse charge mechanism under Goods & Service Tax Act.

3. Transfer to reserves

The surplus of Profit/ loss for the period under review amounting to f1,322.14 Lakh/- has been
transferred to Reserve and Surplus keeping in view the expansion plan of the Company.

4. Share Capital

The Authorized Share Capital of the Company as on March 31,2024, was ^10,00,00,000/- divided
into 1,00,00,000 equity shares of ^10/- each and the Paid-up Share Capital as on 31^st March 2024
was ^24,43,450/- divided into 2,44,345 equity shares of ^10 each.

With the approval of the members, the Company has increased its Authorized share capital from

^{? 1} ''⁰⁰’^000/“ (Rupees One Lakh only) to ?10,00,00,000/- (Rupees Ten Crore only) during the period
under review.

During the period under review, the Company issued 1,00,000 equity shares to existing
shareholders pursuant to a right issue approved by the Board in the meeting held on dated
December6, 2023.

Pursuant to the agreement dated November 30,2023, and special resolution passed by members
of the Company in the General Meeting held on November 28, 2023, the Company made the
conversion of loan taken from Mr. Manish Bindal, Director of the Company by issuing the 34,345
equity shares at the value of ?8,433.98 each including premium of ^8,433.98/- each.

After the closure of the financial year, the Company increased its Authorized Share Capital from
f10,00,00,000/- (Rupees Ten Crore Only) to ?25,00,00,000/- (Rupees Twenty-Five Crore only)
divided into 2,50,00,000 equity shares of ^ 10 each.

Further, the Company issued 9,52,94,550 equity shares and 7,81,90,400 equity shares dated May

09.2024, and June 05,2024, respectively pursuantto the Bonus issue approved. Therefore, as on
the date of this Director’s Report, the paid-up capital of the Company is ?17,59,28,400/- (Rupees
Seventeen Crore Fifty-Nine Lakh Twenty-Eight Thousand Four Hundred) divided into 1,75,92,840
equity shares of ?10 each.

5. Material Changes affecting the financial position between the end of the financial year to
which the financial statements relate and the date of the report, if any

After the closure of the financial year, the Company increased its Authorized Share Capital from
^10,00,00,000/- (Rupees Ten Crore Only) to ^25,00,00,000/- (Rupees Twenty-Five Crore only)
divided into 2,50,00,000 equity shares of ^10 each.

Further, the Company issued 9,52,94,550 equity shares and 7,81,90,400 equity shares dated May

09.2024, and June 05,2024, respectively pursuantto the Bonus issue approved. Therefore, as of
now the paid-up capital of the Company is *17,59,28,400/- (Rupees Seventeen Crore Fifty-Nine
Lakh Twenty-Eight Thousand Four Hundred) divided into 1,75,92,840 equity shares of ^10 each.

Pursuant to approval of the members of the Company in General meeting held on June 22,2024,
the Company has converted from private limited to public limited and in this regard “Registrar of
Companies” issued certificate of Incorporation consequent upon conversion into public
Company dated September 05,2024.

In addition to this, the company has raised its borrowing ceiling limit to ^300.00 Crores by passing
a Special Resolution in the Extra Ordinary General meeting held on 30.06.2024.

The Board in its meeting held on 01.04.2024 has approved the remuneration of ?1.20 Crores each
to the Director Chander Bindal and Director Manish Bindal. Section 197 of the Companies Act,
2013, read with schedule 5, was then not applicable to the company. However, upon conversion
to Public Limited Company on 5^th September 2024, section 197 of the Companies Act, 2013, read
with schedule 5, is now applicable. The company has put forward the agenda of the remuneration
in the forthcoming AGM of the company.

6. 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 year under review there has been no such significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and Company’s
operations in future.

7. Subsidiaries, Joint Ventures and Associate Companies

As on March 31,2024, the Company has one subsidiary namely “Tejas Carrriers Solutions Private
Limited” incorporated on October 12,2023.

Pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts)
Rules, 2014, a Statement contacting the salient features of financial statements of subsidiaries
is Annexed herewith in the form no AOC-1 as Annexure A.

8. Statutory Auditor & Audit Report

The Company has appointed M/s Pramod Banwari Lai Agarwal & Co, Chartered Accountants
(FRN: 003631C) holding the Peer Review Certificate 018235 in the first Board meeting of the
Company and who will hold position till fifth Annual General meeting of the Company to be held
in the year 2026.

9. Dividend

The Board of Directors of the Company decided not to recommend any Dividend in view of
requirement of funds in future and expansion plan of the Company.

10. Public Deposits

The Company has not invited or accepted Deposits during the year under review from the Public
covered under Section 73 of the Companies Act, 2013, and The Companies (Acceptance of
Deposits) Rules, 2014.

11. Particulars of conservation of energy, technology absorption, foreign exchange earnings
and outgo

Being a non-manufacturing Company, the details relating to Conservation of Energy and
Technology Absorption is not required to be disclosed under Section 134{3)(m) of the Companies
Act, 2013, read with Rule 8(3) the Companies (Accounts) Rules, 2014.

However, your Company uses information Technology extensively in its operations and continues
fts endeavor to improve Energy Conservation and Utilization, Safety and the Environment.

> Conservation of energy:

i. Adequate measures have been taken for conservation of energy.

ii. There is no additional investment and proposal for reduction of energy conservation.

iii. As there is no additional investment, there is no impact on the business of the
Company.

> Technology absorption:

The Company has not absorbed any technology during the period under review. No
Research and Development was carried out during the year under review.

> Foreign Exchange earnings and outgo:

During the year under review, there was no foreign exchange earnings or outgo.

12. Details of Directors or Key Managerial Personnel including those who were appointed or
have resigned during the year

The Board of Directors of your Company comprised of the following Directors, as on March 31
2024:

BOARD OF DIRECTORS
Manish Bindal	Director
ChanderBindal	Director

13. Number of Meetings of Board of Directors

During the period under review 34 Board Meetings were held.

14. Particulars of employees

There was no Employee drawing remuneration aggregating to the limits prescribed pursuant to
the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the
Company.

15. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressed) Act, 2013.
Internal Complaint Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed duringthe
calendar year.

• No. of complaints received: Nil

* No. of complaints disposed of: Nil

16. Explanation or comments on qualifications, reservations or adverse remarks or
disclaimers made by the Auditors and the Practicing Company Secretary in their reports

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory
Auditors in their Auditors'' Reports on the Financial Statements for the Financial Year 2023-24. The
provisions relating to submission of Secretarial Audit Report are not applicable to the Company.

17. Particulars of loans, guarantees or investments

In the Financial Year 2023-24 the Company has not given any Loan, Guarantees or made any
investments exceeding sixty per cent of its Paid-up Share Capital, Free Reserves and Securities
Premium Account or One Hundred Percent of its Free Reserves and Securities Premium Account,
whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.

18. Particulars of contracts or arrangements with related parlies

Since all related party transactions entered by your Company with its related parties were in the
ordinary course of business and were on an arm’s length basis and during the year under review,
the Company has entered any contracts with the related parties. The details of the existing arm’s
length contract are enclosed in Form AOC-2 as Annexure-B.

19. Secretarial standards

The Company complies with all the applicable secretarial standards.

20. Significant and Material Orders passed by Regulators or Courts or Tribunals

During the Financial Year 2023-24, no significant and material orders have been passed by

Regulators or Courts or Tribunals impacting the Going Concern Status and Company’s

Operations in future.

21. Directors’ Responsibility Statement

In terms of Provisions of Section 134(3) and 134(5) of the Companies Act, 2013 (Act) read with

relevant Rules made there under, your Directors confirm that:

i. in the preparation of the Annual Accounts for the Financial Year ended on 31^st March
2024, the applicable Accounting Standards had been followed, along with proper
explanation relating to material departures except Accounting Standard 15 i.e. Employee
Benefits;

ii. They have selected such Accounting Policies and applied them consistently and made
Judgments and Estimates that are Reasonable and Prudent to give a True and Fair View of
the State of Affairs of your Company at the end of the Financial Year and of the profit and
loss of your Company forthat period;

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

iv. They have prepared the Annual Accounts for the Financial Year ended on 31^st March 2024
on a Going Concern Basis; and

v. They have devised proper Systems to ensure Compliance with the provisions of all
applicable Laws and that such Systems were Adequate and Operating Effectively.

22. Corporate Social Responsibility

The provisions of Corporate Social Responsibility as per section 135 of the Companies Act, 2013
becomes applicable to the Company from the year 2023-24, as the Company has posted net
profit of ?9.85 crores for the preceding financial year 2022-23. The Company is not required to
constitute the CSR committee of the Board for taking care of CSR activities of the Company by
formulating CSR Policy.

23. Annual Return

The Annual Return of the Company is available at the registered office of the Company. At the
request of the members of the Company, it shall be provided to them, or members can do
inspection on working days in business hours. The same shall be available on website of the
company @tcipl.in.

24. Cost Record

The provisions of Cost Audit as per section 148 of the Companies Act, 2013 aren’t applicable to
the Company.

25. Secretarial Audit Report

The Company has appointed M/s Venu Mangla & Associates, (FRN: S2021FJR782700), Practicing
Company Secretary (a peer review firm) for conducting secretarial audit of the company for the
Financial Year 2023-24 at the remuneration mutually decided by the Board and auditor.

The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Annexurc C
and forms part of this report. The Secretarial Audit Report does not contain any qualifications,
reservations, adverse remarks or disclaimer.

26. Internal Financial Control

The Company has established adequate internal financial control systems having regards its size
and requirement keeping in view of its business activities.

27. Acknowledgement

Your directors wish to place on record their appreciation for the sincere contributions received
from the Government, Bankers, Customers, Employees and all the Stakeholders, those who are
associated with the Company and look forward to their continued co-operation in the years to
come. Your directors acknowledge the support and co-operation received from all those who
have helped in the day-to-day management.

By order of the Board
Tejas_Cargo India Limited

fFDjCfrifcHs Known as Tejas Cargo India Private Limited) ((Of \

(if\\ V fe <3CP l

Manish Bindal y^hander Bindal

Director Director

DIN: 07842313 DIN:03221817

Place: Place:

Date: ^ ] ₀ qJ₂Date: j ₆ .