The Board of Directors of your Company takes pleasure in presenting the 5^th (Fifth) 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, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Key highlights of standalone and consolidated financial performance for the year ended March 31, 2026, are summarized
as under:

(Amount in lakhs except EPS)

PERFORMANCE OF THE COMPANY:

The Company''s performance, on a standalone basis, as
compared to previous Financial Year is as under:

During the year under review, the Company recorded
a net profit of INR 2,087.64 lakhs, as compared to
INR 1,912.03 lakhs in the previous financial year. The
Company''s revenue from operations increased to INR
62,832.53 lakhs from INR 50,115.30 lakhs in the previous
financial year. The Earnings Per Share (EPS) stood at INR
8.74.

The Company''s performance, on a consolidated basis,
as compared to previous Financial Year is as under:

During the year under review, the Company recorded
a net profi t of INR 2,093.03 lakhs, as compared to
INR 1,913.60 lakhs in the previous financial year. The
Company''s revenue from operations increased to INR
62,871.89 lakhs from INR 50,129.30 lakhs in the previous
financial year. The Earnings Per Share (EPS) stood at INR
8.76.

Your directors are hopeful for the bright future of the
Company in the years to come.

2. BRIEF DESCRIPTION OF THE COMPANY''S
AFFAIRS & FUTURE OUTLOOK

The Company was originaHy incorporated as Tejas
Cargo India Private Limited on March 26, 2021, under
the provisions of the Companies Act, 2013, with the
Registrar of Companies, Central Registration Centre.
Subsequently, pursuant to the requisite approvals, the
Company was converted into a public limited company
and its name was changed from Tejas Cargo India Private
Limited to Tejas Cargo India Limited. A fresh Certificate
of Incorporation consequent upon the conversion was
issued by the Registrar of Companies, Central Processing
Centre, on September 5, 2024.

Furthermore, the Company is listed on the Emerge
Platform of the National Stock Exchange of India Limited
(SME Exchange-NSE).

The Company is a logistics enterprise headquartered
in Faridabad, Haryana, engaged in providing long-haul
supply chain transportation services by road across
India, primarily under the Full Truck Load ("FTL”) model.
The Company caters to a diverse clientele operating
across various sectors, including logistics, steel and
cement, e-commerce, industrial and chemicals, FMCG
and white goods.

The Company''s operations are supported by an integrated
service model encompassing shipment planning,
route optimization, fleet selection, documentation,
vehicle tracking, communication and coordination, and
performance evaluation. The Company derives more
than 98% of its revenue from long-haul supply chain
transportation services, reflecting its strong focus and
expertise in this segment.

The Management remains focused on pursuing
sustainable growth while progressively diversifying and
strengthening the Company''s business operations. The
Company continues to explore opportunities to expand
its customer base, deepen relationships with existing
clients, enter new market segments and enhance its
operational capabilities. With the continued expansion
of its business network and focus on service quality,
operational efficiency and customer satisfaction, the
Management remains optimistic about the Company''s
prospects and is committed to creating sustainable
long-term value for all stakeholders.

3. TRANSFER TO RESERVES

The profit for the period under review, amounting to
INR 2,087.64 lakhs, has been transferred to the Reserves
and Surplus, keeping in view the Company''s future
expansion plans.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change
in the nature of business of the Company. However, with
a view to capitalize on the growing opportunities in the
mining sector and to expand the scope of its business
operations, the Members of the Company, through
a Special Resolution passed by way of Postal Ballot
(through remote e-voting) on April 3, 2025, approved the
insertion of new main objects (Sub-Clauses 9 to 13 in
sub-clause A) and new objects incidental or ancillary
thereto (Sub-Clauses 26 to 29 in sub-clause B) in Clause
III of the Memorandum of Association, pursuant to
Sections 4 and 13 of the Companies Act, 2013 read with
the Companies (Incorporation) Rules, 2014.

Pursuant to the said alteration, the Company is now
also authorized to carry on the business of exploration,
mining, processing, and trading of minerals, ores,
and mineral-based products, together with allied
activities including mining infrastructure, logistics,
and transportation, in addition to its existing business
as a transportation service provider and logistics
solutions provider.

The said addition of objects is aimed at diversifying
the Company''s revenue streams and supporting its
long-term growth strategy, and does not constitute any
alteration to the Company''s existing core business.

5. BORROWING POWERS

During the year under review, pursuant to the provisions
of Sections 180(1)(c) and 180(1)(a) of the Companies Act,
2013, read with the Companies (Meetings of Board and
its Powers) Rules, 2014, the Members of the Company,
by way of a Special Resolution passed through Postal
Ballot (remote e-voting) on December 17, 2025, approved
the enhancement of the borrowing powers of the Board
of Directors from the erstwhile limit of INR 400 Crore
(Indian Rupees Four Hundred Crore Only) to the higher
of INR 500 Crore (Indian Rupees Five Hundred Crore
Only) or such limits as may be prescribed under Section
180(1)(c) of the Act, as amended from time to time.

Subsequent to the close of the financial year, the
Members of the Company, by way of a Special Resolution
passed through Postal Ballot (remote e-voting) on
July 1, 2026, further approved the enhancement of the
aforesaid borrowing limit from INR 500 Crore to INR 800
Crore (Indian Rupees Eight Hundred Crore Only).

The enhancement in the borrowing and charge creation
limits has been undertaken in view of the Company''s
growing working capital requirements and future
expansion plans. These enhanced limits are expected
to provide the Board with greater flexibility to raise
funds and efficiently meet the Company''s business and
funding requirements, as and when required.

6. SHARE CAPITAL OF THE COMPANY

As at March 31, 2026, the share capital structure of the Company was as follows:

During the financial year under review, there was no change in the Authorized, Issued, Subscribed and Paid-up Share
Capital of the Company. Further, the Company did not undertake any issue of equity shares or other securities affecting
its share capital during the year.

The details of changes/issues, as applicable, are set out below:

i. Increase in Authorized Share Capital

During the financial year under review, there was no increase or alteration in the Authorized Share Capital of the
Company. Accordingly, the Authorized Share Capital continued to remain at INR 25,00,00,000/- (Indian Rupees Twenty-
Five Crore Only), comprising 2,50,00,000 equity shares of INR 10/- each, as at March 31, 2026.

ii. Issue of Equity Shares or Other Convertible Securities

During the financial year under review, the Company did not issue any equity shares or other convertible securities.
Consequently, the Issued, Subscribed and Paid-up Share Capital remained unchanged at INR 23,89,28,400/-,
comprising 2,38,92,840 equity shares of INR 10/- each, as at March 31, 2026.

iii. Issue of Equity Shares with Differential Rights

During the financial year under review, the Company did not issue any equity shares with differential rights as to
dividend, voting or otherwise.

iv. Issue of Sweat Equity Shares

During the financial year under review, the Company did not issue any sweat equity shares.

v. Employee Stock Options

During the financial year under review, the Company did not grant or issue any Employee Stock Options.

vi. Shares Held in Trust for the Benefit of Employees

During the financial year under review, the Company did not hold any shares in trust for the benefit of its employees
where the voting rights were not exercised directly by the employees.

vii. Issue of Debentures, Bonds or Other Non-Convertible Securities

During the financial year under review, the Company did not issue any debentures, bonds or other non¬
convertible securities.

viii. Issue of Warrants

During the financial year under review, the Company did not issue any warrants.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company is composed of distinguished individuals with proven competence and integrity. In addition
to their experience, strong financial acumen, strategic insight, and leadership qualities, the Board members are deeply
committed to the Company, dedicating ample time to meetings and preparation. The Board has also identified core skills,
expertise, and competencies essential for the effective functioning of the Company.

Notably, the Board includes accomplished women directors who contribute significantly to its diversity and effectiveness.
Their involvement enriches the Board''s perspectives and decision-making processes.

In the opinion of the Board, all directors, including those appointed or re-appointed during the year, possess the requisite
qualifications, experience, and expertise, and uphold high standards of integrity.

A) Composition of Board of Directors:

Composition of the Board of Directors and Key Managerial Personnel as on March 31, 2026:

B) Induction, Re-Appointment and Resignation

During the reporting period, following changes took place in the composition of the Board of Directors and KMPs of
the Company:

Note: Following the closure of the financial year 2025-26, Mr. Abhishek Lunia was appointed as Chief Financial Officer of the
Company with effect from April 7, 2026.

C) Retirement by Rotation of the Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with the Articles of Association of the Company,
Mr. Chander Bindal (DIN: 03221817), Chairperson and Managing Director of the Company, retired by rotation and was re-appointed
at the Annual General Meeting of the Company held on September 30, 2025.

D) 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://tcipl.in\

8. MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from
other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings.
The Board meetings are pre-scheduled, and a tentative annual calendar of the Board meetings is circulated to the
Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only
in case of special and urgent business, if the need arises, the Board''s approval is taken by calling the Board meetings at
a shorter notice, as permitted by law.

The agenda for the Board meetings includes detailed notes on the items to be discussed to enable the Directors to make
an informed decision.

The Board of Directors held 08 (eight) meetings during FY 2025-26 and in respect of which proper notices were given
and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the
purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. 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://tcipl.in/investor-relations.

A. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations, the Audit Committee of
the Company as on March 31, 2026, comprises of -

Note: During the year, Ms. Archana Jain, Independent Director, resigned from the Board with effect from June 11, 2025. Following her
resignation, Mr. Sourabh Nawal was appointed as a director and inducted as a Member of the Audit Committee and the Nomination
and Remuneration Committee, with effect from the same date. These changes ensured continued compliance with the applicable
provisions of the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015.

The Audit Committee held 07 (seven) meetings during FY 2025-26 and in respect of which proper notices were given
and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for
the purpose.

The dates on which Committee Members met are as follows: -

Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews report
of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their
findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by
the Company.

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 Company as on March 31, 2026, comprises of -

The Nomination and Remuneration Committee held 03 (three) meetings during FY 2025-26 and in respect of which
proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book
kept by the Company for the purpose.

The dates on which Committee Members met are as follows: -

Terms of Reference/ Policy:

On recommendation of the Nomination and Remuneration Committee, the Company has framed a policy as
per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and
their remuneration.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Stakeholders'' Relationship Committee has been constituted to address and redress shareholders'' and investors''
grievances, including matters relating to transfer/transmission and dematerialization of shares, loss of share
certificates, non-receipt of annual reports, dividend warrants, and other related matters.

The Committee reviews the status of shareholders''/investors'' grievances and reports the same to the Board, as and
when required. The Stakeholders'' Relationship Committee of the Company as on March 31, 2026, comprises of -

The Stakeholders'' Relationship Committee held 01 (one) meeting during FY 2025-26 and in respect of which proper
notice was given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by
the Company for the purpose.

The dates on which Committee Members met are as follows: -

Terms of Reference/ Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakeholders Relationship
Committee reviews the complaints received from the stakeholders of the company as and when required and
discusses their findings, suggestions, observations and other related matters.

10. 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 at March 31, 2026, the Company has one wholly-
owned subsidiary, Tejas Carrriers Solutions Private
Limited, which was incorporated on October 12, 2023.

During the financial year under review, the Company
acquired the remaining 01 (One) equity share of Tejas
Carrriers Solutions Private Limited, thereby making it
a wholly-owned subsidiary of the Company. There has
been no material change in the nature of the business
of the subsidiary during the financial year.

The Company does not have any associate or joint
venture company within the meaning of Section 2(6) of
the Companies Act, 2013 ("the Act”).

Pursuant to Section 129(3) of the Act read with the
Companies (Accounts) Rules, 2014, the statement
containing the salient features of the financial
statements of the subsidiary for the financial year
ended March 31, 2026, in Form AOC-1, forms part of this
Annual Report as Annexure A.

Further, pursuant to Section 136 of the Act, the financial
statements of the Company, the consolidated financial
statements and the relevant documents, along with
the audited financial statements of the subsidiary, are
available on the Company''s website.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors
carried out an annual performance evaluation of
the Board as a whole, its committees, and individual
Directors, including the Chairperson.

Evaluation of the Board

The Board evaluated its own performance based on
inputs received from all Directors, against criteria such
as Board composition and structure, effectiveness of
Board processes, quality and timeliness of information
provided to the Board, and overall Board functioning.

Evaluation of Committees

The Board evaluated the performance of each
Committee based on inputs received from the respective
Committee members, against criteria such as the
composition of the Committee and the effectiveness of
Committee meetings.

Evaluation of Individual Directors

The Nomination and Remuneration Committee first
evaluated the performance of each individual Director,
and its assessment was thereafter reviewed by the

Board. The evaluation was based on criteria such as
the Director''s preparedness on matters to be discussed,
and the quality and effectiveness of their contribution
to Board and Committee meetings.

Evaluation of Independent Directors

The performance of each Independent Director was
evaluated by the entire Board, excluding the Director
being evaluated.

12. 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

There have been no material changes and commitments,
affecting the financial position of the Company which
has occurred between the end of the financial year of
the Company to which the financial statements relate
and date of this Report.

13. 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://tcipl.in/
investor-relations.

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

The Company does not have any unpaid /unclaimed
amount which is required to be transferred, under
the provisions of the Companies Act, 2013 to the
Investor Education and Protection Fund (''IEPF'') of the
Government of India.

15. 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, 2026 is available on the
Company''s website and can be accessed at https://tcipl.
in/investor-relations

16. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

The Company has established a robust Vigil Mechanism
and adopted a Whistle Blower Policy in accordance with
provisions of Section 177(9) of the Act and Regulations
of Listing Regulations, to provide a formal mechanism to
its Directors/ Employees/Stakeholders of the Company
for reporting any unethical behavior, breach of any
statute, actual or suspected fraud on the accounting
policies and procedures adopted for any area or item,

acts resulting in financial loss or loss of reputation,
leakage of information in the nature of Unpublished
Price Sensitive Information (UPSI), misuse of office,
suspected/actual fraud and criminal offences. During
the year under review, no such concern from any
whistle-blower has been received by the Company. The
Whistle Blower Policy is available on Company''s website
at https://tcipi.in/investor-reiations.

17. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, aii contracts/
arrangements/transactions entered into by the
Company with reiated parties were on an arm''s iength
basis and in the ordinary course of business.

Aii 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 Ruie 8(2) of the Companies
(Accounts) Ruies, 2014 in Form AOC-2 and the same has
been provided in Annexure-B.

The Company has formuiated a Poiicy on Reiated Party
Transactions in accordance with the Act, inciuding
any amendments thereto, for identifying, reviewing,
approving, and monitoring reiated party transactions.
The said Poiicy is avaiiabie on the Company''s website at
https://tcipi.in/investor-reiations.

18. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

In compiiance with the provisions of Section 134(3)(m)
of the Act read with Ruie 8 of the Companies (Accounts)
Ruies, 2014, the information pertaining to conservation
of energy, technoiogy absorption, and foreign exchange
earnings and outgo for the year ended March 31, 2026, is
given as part of this Board''s Report.

Your Company does not carry out any manufacturing
activity. However, wherever possibie and feasibie,
continuous efforts have been made towards
conservation of energy, minimizing energy costs, and
upgrading technoiogy with a view to increasing efficiency
and reducing operationai costs.

Your Company uses Information Technoiogy extensiveiy
in its operations and continues its endeavor to improve
energy conservation and utiiization, safety, and
the environment.

Conservation of Energy:

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

ii. There is no additionai investment or proposai for
further reduction in energy consumption.

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

Technology Absorption:

The Company has not absorbed any new technoiogy
during the year under review, and no Research and
Deveiopment activity was carried out during the period.

Foreign Exchange Earnings and Outgo:

During the year under review, the Company had no
foreign exchange earnings or outgo.

19. STATUTORY AUDITORS

M/s AHPN & Associates, Chartered Accountants, Deihi
(FRN: 009452N) were appointed as Statutory Auditors of
the Company to fiii the casuai vacancy caused due to
resignation of M/s. Pramod Banwari Lai Agrawai & Co.,
Chartered Accountants, at the Fourth Annuai Generai
Meeting of the Company heid on September 30, 2025, to
hoid the office tiii the conciusion of upcoming Annuai
Generai Meeting.

20. AUDITORS'' REPORT

The observations of Auditors in their Report, read with
the reievant notes to accounts are seif-expianatory.
There are no quaiifications, observations or adverse
remarks which require comments of Board of Directors
and require further expianations.

21. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act
read with Ruie 9 of the Companies (Appointment and
Remuneration of Manageriai Personnei) Ruies, 2014, the
Board had appointed M/s Abhishek Gupta & Associates
(FRN: S2013DE223400), Practicing Company Secretaries,
to undertake the Secretariai Audit of the Company for
the financiai Year ended March 31, 2026.

The Secretariai Audit Report for the financiai year ended
March 31, 2026, is annexed as Annexure C to this Report.

22. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and ruies made thereunder
(inciuding any amendment(s), modification(s) or re¬
enactments) thereof for the time being in force),
the Board of Directors of the Company, on the
recommendation of Audit Committee, at their meeting
heid on 21^st September 2024 have appointed Ms. Aarti
Arora, (Membership No. 562737), Chartered Accountant
as Internai Auditors of the Company for the Financiai
Year 2024-25 to 2025-26, to conduct Internai Audit of
the Company.

23. COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Ruies, 2014
the Cost Audit Report is not appiicabie to our Company;
hence, no such audit has been carried out during
the year.

24. REPORTING OF FRAUD BY AUDITOR

During the year under review, the Auditors of the
Company have not reported any instances of fraud
committed against the Company by its officers or
employees to the Audit Committee under Section 143(12)
of the Companies Act, 2013 ("the Act"). Accordingly, no
details are required to be disclosed under Section 134(3)
(ca) of the Act.

25. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

The particulars of loans, guarantees, and investments
made during the financial year 2025-26, covered under
the provisions of Section 186 of the Companies Act, 2013,
have been disclosed in the notes forming part of the
Financial Statements of the Company for the financial
year ended March 31, 2026, in compliance with Section
134(3)(g) read with Section 186 of the Companies
Act, 2013.

26. DEPOSITS

The Company has not invited or accepted any deposits
from the public or its members during the year ended
March 31, 2026, within the meaning of Sections 73 to 76
of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly, there
were no unclaimed or unpaid deposits as on March
31, 2026.

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

The Company has in place a comprehensive Policy on
Prevention of Sexual Harassment at the Workplace, in
accordance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder.
The Company is committed to providing a safe,
respectful and inclusive working environment and has
established appropriate mechanisms for employees to
report instances of sexual harassment.

The Company has constituted an Internal Complaints
Committee (ICC) in accordance with the applicable
provisions of the Act and the rules framed thereunder
for the prevention and redressal of complaints of
sexual harassment at the workplace. The reporting
and redressal mechanism provides for appropriate
safeguards to ensure confidentiality and privacy of
the information and proceedings, in accordance with
applicable law.

The Company also conducts periodic awareness
programmes, workshops and sensitization initiatives
across the organization to educate employees
on the prevention of sexual harassment and to
promote awareness of the applicable policy and
reporting mechanisms.

During the year under review, no complaints of sexual
harassment were reported to the Company. Accordingly,
the status of complaints during the year under review is
summarized below:

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

28. COMPLIANCE UNDER MATERNITY BENEFIT
ACT, 1961

Pursuant to the provisions of Rule 8(5)(xiii) of the
Companies (Accounts) Rules, 2014, the Board of Directors
hereby states that the Company has duly complied with
all applicable provisions of the Maternity Benefit Act,
1961. The Company remains committed to providing a
safe, supportive, and inclusive work environment for all
women employees.

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

During the year under review, no significant and material
orders have been passed by any regulator or court or
tribunal which would impact going concern status of the
Company and its future operations.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has established adequate internal
financial controls that are commensurate with the
nature, size and complexity of its business. Based on
the framework of internal financial controls established
by the Company, the work performed by the Internal
Auditors, Statutory Auditors and external consultants,
including the audit of internal financial controls over
financial reporting by the Statutory Auditors, and the
reviews undertaken by the Management and the Audit
Committee, the Board of Directors is of the opinion that
the Company''s internal financial controls were adequate
and effective during FY 2025-26.

The internal financial control framework is designed to
provide reasonable assurance regarding the orderly and
efficient conduct of the Company''s business, adherence
to established policies and procedures, safeguarding of
assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and
timely preparation of reliable financial information
and disclosures.

The Company has an internal audit function which, based
on an appropriate audit plan, reviews the adequacy and
effectiveness of internal controls, business processes,
accounting procedures and compliance with applicable
policies and laws. The observations arising from internal
audit reviews, along with the management''s responses,
are appropriately considered by the Management and
the Audit Committee, as applicable.

31. 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.

32. 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.

33. 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://tcipl.in/investor-relations.

34. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest
standards of Corporate Governance and to conducting
its affairs in accordance with applicable laws, regulations
and best practices, including the requirements
prescribed by the Securities and Exchange Board of
India ("SEBI”).

As the Company is listed on the NSE Emerge Platform
of NSE Limited, the provisions relating to Corporate
Governance specified under Regulations 17 to 27, clauses
(b) to (i) of sub-regulation (2) of Regulation 46, and Para C
and Para D of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, are
not applicable to the Company, in accordance with the
provisions of Regulation 15 of the said Regulations.

Accordingly, the Company is not required to comply with
the aforesaid Corporate Governance provisions during
the year under review.

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

No application made or processing is pending against
the Company under the Insolvency and Bankruptcy
Code, 2016 during the year under the review.

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

There is no incidence of one-time settlement in respect
of any loan taken from Banks or Financial Institutions
during the year. Hence, disclosure pertaining to
difference between amount of the valuation done at
the time of one-time settlement and the valuation done
while taking loan is not applicable.

37. 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://tcipl.in/investor-relations. All
Board members and Senior Management Personnel
have affirmed compliance with the said Code of Ethics
& Conduct.

38. 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
endeavor, 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.

39. 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.

40. 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://tcipl.in

41. SECRETARIAL 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.

42. DIRECTOR''S RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the
year ended March 31, 2026, 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, 2026
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
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
operate effectively

43. ACKNOWLEDGEMENT

Your directors would like to place on record their deep
sense of gratitude to Shareholders and Stakeholders.
The Directors place on record their sincere appreciation
to all employees of the Company for their unstinted
commitment and continued contribution to the 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 and Chief Executive Officer

DIN: 03221817 DIN: 07842313

Place: Faridabad, Haryana Address: H. No. 2564, Sector 16, Address: H. No. 2564, Sector 16

Date: September 05, 2026 Faridabad 121001 Faridabad 121001

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:

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:

b. Key Managerial Personnel:

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

c. Change in Director and KMP:

During the financial year, following changes have been occurred:

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.

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 -

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

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 -

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

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 -

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

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:

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

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

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

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

______________ (^ in Lakhs, unless otherwise stated)

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:

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 .