Directors Report of Western Carriers (India) Ltd.

Mar 31, 2025

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

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

1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS:

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

(Amounts in H Million, unless stated otherwise)

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

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

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

In financial year 2024-25, standalone revenue of
H 17,257.20 Million was reported, an increase of 2.37%,
from H 16,857.69 Million in the previous financial year. Due
to the factors mentioned above, the EBITDA declined

to H 1,199.35 Million from H 1,460.61 Million in previous
financial year; Profit Before Tax (“PBT”) declined to
H 878.33 Million from H 1,083.84 Million; PAT declined
to H 651.28 Million in financial year 2024-25 compared
to H 803.26 Million in previous financial year; and the
Earnings Per Share (EPS) stood at H 7.16 compared to
H 10.21 in the previous financial year.

2. DIVIDEND:

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

3. TRANSFER TO RESERVES:

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

4. CHANGE IN SHARE CAPITAL:

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

Authorised Share Capital:

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

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

Issued, Subscribed and Paid up Share Capital:
Allotment of Shares pursuant to IPO:

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

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

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

5. DETAILS OF SUBSIDIARY, JOINT VENTURE
AND ASSOCIATES:

5.1 Subsidiary:

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

5.2 Joint Venture:

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

5.3 Associates:

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

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

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

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

Key Managerial Personnel

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

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

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

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

resolution for the re-appointment of Mrs. Sushila Sethia,
forms part of the AGM notice.

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

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

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

7. PARTICULARS OF EMPLOYEES:

No other employees of the Company except Mr. Rajendra
Sethia and Mr. Kanishka Sethia draws salary more than
H 1.02 Cr. per annum or H 8.5 Lakh per month. The
Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with
Rule 5(1), (2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
are provided in Annexure-E of the Board''s Report.

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

8. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

b. they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as at March 31, 2025 and the profit
of the Company as at March 31, 2025;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

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

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

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

9. AUDITORS AND THEIR REPORT:

9.1 Statutory Auditors:

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

There is no qualification, observation, disclaimer or
adverse remark in the Auditor''s Report.

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

9.2 SECRETARIAL AUDITOR:

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

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

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

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

9.3 INTERNAL AUDITORS:

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

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

9.4 COST AUDITOR AND COST RECORDS:

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

10. RISK MANAGEMENT FRAMEWORK:

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

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

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

Details ofthe loans, guarantees, security and investments,
as required under Section 186 of the Act are provided as
part of the notes to the standalone financial statements
of the Company.

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

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

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

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

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

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

13. ANNUAL RETURN:

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

14. POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION:

The Company has in place a Nomination and
Remuneration Policy with respect to appointment and
remuneration of Directors, Key Managerial Personnel
and Senior Management Personnel. The appointment of
Directors on the Board is subject to the recommendation
of the Nomination and Remuneration Committee
(NRC). The salient features of the Nomination and
Remuneration Policy of the Company are outlined in
the Corporate Governance Report which forms part of

this Annual Report. The Nomination and Remuneration
Policy provided u/s 178(3) of the Act is available on the
Company''s website and accessible through weblink
and the Policy for determining qualifications, positive
attributes and independence of a director is available
on the Company''s website and can be accessible
through weblink.

15. POLICY ON DIVERSITY OF BOARD OF
DIRECTORS:

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

16. CREDIT RATINGS:

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

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

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

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

(A) Conservation of Energy:

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

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

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

(B) Technology absorption:

(i) the efforts made towards technology absorption;
- Our fleet is equipped with FASTag for tolls,
GPS systems on all cross-country moving
commercial vehicles.

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

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

(a) the details of technology imported; - None

(b) the year of import; - Not Applicable

(c) whether the technology been fully absorbed;

- Not Applicable

(d) if not fully absorbed, areas where absorption

- Not applicable has not taken place, and the
reasons thereof; and

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

(C) Foreign exchange Earnings and Outgo:

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

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

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

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

The Audit Committee of the Company oversees vigil
mechanism process of the Company pursuant to the
provisions ofthe Act. The Chairman ofthe Audit Committee
has direct access to the e-mail id: [email protected] for
receiving the Complaints under Whistle Blower Policy.
for Employees to build awareness in the respective area.
The Whistle Blower Policy is available on the Company''s
website and is accessible through weblink.

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

19. DISCLOSURES UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,PROHIBITION & REDRESSAL)
ACT, 2013:

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

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

Composition of POSH ICC Committee	yes
The number of sexual harassment complaints received during the year	Nil
The number of such complaints disposed of during the year	Nil
The number of cases pending for a	Nil

Number of Complaints pending as on	Nil
the end of the financial year

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

21. INVESTOR EDUCATION AND PROTECTION
FUND:

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

22. CORPORATE GOVERNANCE REPORT:

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

23. MANAGEMENT DISCUSSION ANDANALYSIS
REPORT:

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

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

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

25. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:

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

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

26. INVESTOR RELATIONS (IR):

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

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

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

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

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

28. DEPOSITS:

During the financial year 2024-25, the Company has
not accepted any deposits as defined under Section

73 of the Act and The Companies (Acceptance of
Deposits) Rules, 2014.

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

Initial Public Offering (IPO):

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

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

Proceeds from IPO

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

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

Monitoring Agency

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

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

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

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

Listing of Securities on Stock Exchanges

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

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

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

The Company had filed an appeal against the Order
passed by Registrar of Companies in relation to the suo
moto application filed by the Company before Regional
Director, Eastern Region under section 454 of the
Companies Act, 2013 for the adjudication of the penalty
for violation of section 203 of the Companies Act, 2013.
The Regional Director, Eastern Region vide its order
dated 09^th July, 2024 imposed a penalty of aggregating
to H 30,88,000/- (Rupees Thirty Lakhs Eighty Eight
Thousands only)on the Company, Directors and Officers-
in-Default. The amount of penalty imposed on the
Company was H 5,00,000/- (Rupees Five Lakhs only).

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

30. MATERIAL ORDERS OF JUDICIAL BODIES /
REGULATORS:

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

31. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

32. ANNUAL EVALUATION OF BOARD’S
PERFORMANCE:

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

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

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

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

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

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

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

33. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

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

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

34. NUMBER OF BOARD MEETINGS:

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

35. BOARD COMMITTEES OF THE COMPANY:

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

i. Audit Committee:

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

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

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

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

ii. Nomination and Remuneration Committee:

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

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

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

iii. Stakeholders’ Relationship Committee:

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

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

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

iv. Corporate Social Responsibility Committee (CSR):

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

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

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

The Company has CSR Committee with following members.

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

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

36. ESTABLISHMENT OF VIGIL MECHANISM /
WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and
oversees through the committee, the genuine concerns
expressed by the employees and other Directors. The
Company has also provided adequate safeguards

against victimization of employees and Directors who
express their concerns about unethical practice. Any
complainant can have direct access to the Chairman
of the Audit Committee or Ethics Officer, via e-mail ID
or through submission of physical copies of compliant.
The Vigil Mechanism Policy of the Company is placed on
Company''s website i.e., weblink.

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

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

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

38. RISK MANAGEMENT POLICY:

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

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

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

The Company has introduced several improvements
to drive a common integrated view of risks, optimal
risk mitigation responses and efficient management of
internal control and assurance activities. This integration
is enabled by all three being fully aligned in the Company
wide Risk Management, Internal Control and Internal
Audit methodologies and processes.

39. RISK & MITIGATION:

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

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

40. CODE FOR PREVENTION OF INSIDER
TRADING:

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

41. HUMAN RESOURCES:

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

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

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

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

43. MATERNITY BENEFITS COMPLIANCE:

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

44. OTHER MATERIAL INFORMATION:

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

45. GENERAL DISCLOSURE:

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

(a) details relating to deposits covered under
Chapter V of the Act;

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

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

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

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

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

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

(h) fraud reported by Statutory Auditors; and

(i) change of nature of business.

ii. The Board of Directors has approved a Code of Conduct
which is applicable to the Members of the Board and
all employees in the course of day to day business
operations of the company.

iii. The details of the Committees of Board are provided in the
Corporate Governance Report section of this Annual Report.

iv. The details of credit ratings are disclosed in the
Corporate Governance Report, which forms part of the
Annual Report.

v. In accordance with the provisions of the Act and Listing
Regulations read with relevant accounting standards,
the consolidated audited financial statement forms part
of this Annual Report.

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

46. CORPORATE INSOLVENCY RESOLUTION
PROCESSINITIATED UNDER THE INSOLVENCY
AND BANKRUPTCYCODE, 2016:

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

47. CAUTIONARY STATEMENT:

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

48. ACKNOWLEDGEMENTS:

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

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

Registered Office: For and on behalf of the Board of Directors

2/6 Sarat Bose Road For Western Carriers (India) Limited

2^nd Floor

Kolkata - 700 020

Rajendra Sethia

Date: August 28, 2025 Chairman & Managing Director

Place: Kolkata DIN:00267974

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Mar 31, 2024

Data Not Available