Inter State Oil Carrier Ltd

To the Members of Inter State Oil Carrier Limited,

Your Board of Directors have pleasure in presenting the 40th Annual Report along with the Audited Financial Statement of Accounts of the Company for the financial year ended on 31st March, 2024.

FINANCIAL HIGHLIGHTS

Summary of Financial Results achieved for the financial year (FY) ended 31st March, 2024 as compared to previous financial year is as follows:

(Rs. in Lakhs except per equity share data)

Note: The above figures are extracted from the audited financial statements of the Company as per the Indian Accounting Standards (Ind AS).

DIVIDEND

With a view to conserve resources for future operations and growth the Board has not recommended any dividend for FY 2023-24.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2024, after all appropriation and adjustments was ^1,317.88 lakhs. During the year under review, the Company has not transferred any amount to General Reserves.

FINANCIAL PERFORMANCE REVIEW

The revenue for FY 2024 was ^8,473.59 Lakhs, higher by 57.43 percent over the previous year's revenue of ^5,382.18 Lakhs in FY 2023. The PAT for FY 2024 was ^86.14 Lakhs registering a growth of 300.56 percent over the PAT of ^(42.95) Lakhs in FY 2023.

FUTURE PROSPECTS

In FY 2023-24, commercial vehicles witnessed the second-highest domestic sales growth in India. In FY 2023-24, the CV Industry in India is expected to witness positive volume growth of 20-30% driven by positive demand drivers from multiple Industries and growing freight movements. As logistics providers we set our sights on 2024 and beyond, navigating the rapidly evolving technological landscape presents both challenges and opportunities. Adapting to the pace of technological change poses a challenge in terms of workforce upskilling and infrastructure upgrades. However, these challenges come with opportunities. Embracing automation, data analytics unlocks operational efficiencies, cost savings, and enhanced customer experiences. Leveraging sustainable practices aligns with market demands for ecofriendly solutions. Success in this landscape hinges on agile strategies that capitalize on technological opportunities while mitigating associated challenges for long-term growth and resilience.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of the business of your Company. CAPITAL STRUCTURE & CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 5,30,00,000 comprising 53,00,000 Equity Shares of Rs. 10/- each as on 31st March, 2024. The paid-up share capital of the Company stands at Rs. 4,99,23,000 comprising of 49,92,300 Equity Shares of Rs. 10/- each as on 31st March, 2024. During the year under review, there was no change in the capital of the Company. Further, the Company has not issued any sweat equity shares or bonus shares or equity shares with differential rights as to dividend, voting or otherwise.

Composition of the Board

The Company's policy is to have an appropriate mix of Executives and Independent Directors to maintain the independence of the Board. As on 31st March, 2024, the Board of Directors of the Company comprised of 5 (five) Directors, viz. 3 (three) Non-Executive/Independent Directors including a Woman Director and 2 (two) Executive Directors. The profile of all the Directors can be accessed on the Company's website at https://isocl.in/about-us/.

Director liable to Retire by Rotation

In accordance with the provisions of Section 152(6)(d) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Sanjay Jain (DIN: 00167765), Managing Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment.

Re-appointment of Independent Director

Mr. Sunil Shah, (DIN: 00606846) was appointed as an Independent Director of the Company w.e.f. 30th November, 2019 for a term of five years. Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation, his knowledge, expertise, experience and the substantial contribution made by him, the Board at its meeting held on 23rd May, 2024 has recommended the re-appointment of Mr. Sunil Shah as an Independent Director of the Company for a second term of five years with effect from 30th November, 2024, subject to the approval of the members at the ensuing Annual General Meeting of the Company and whose office shall not be liable to retire by rotation. The Board recommends the re-appointment to the Shareholders.

Appointment

Pursuant to the recommendation of the Nomination and Remuneration Committee ('NRC') and Audit Committee ('AC') in their meeting held on 02nd May, 2024, the Board of Directors appointed Mr. Siddhant Jain (DIN : 07154500) as Additional Director of the Company with effect from 02nd May, 2024, in accordance with the Articles of Association and Section 161(1) of the Companies Act, 2013. He shall hold office upto the date of the forthcoming Annual General Meeting. A notice under Section 160(1) of the Act, has been received from a Member signifying her intention to propose his appointment as Director. Further, based on the recommendation of NRC, the Board also appointed Mr. Siddhant Jain as Executive Director (Whole Time Director) of the Company for a period of 3 years with effect from 02nd May, 2024, subject to approval of the Shareholders in the ensuing Annual General Meeting.

Resignation

Mr. Shanti Lal Jain resigned from the position of Executive / Whole-time Director and also as the director of the Company with effect from close of business hours on 30th April, 2024 due to his ailing health. Further, in his resignation letter, he confirmed that there was no other reason for his resignation except the ones stated in the resignation letter.

Information regarding the directors seeking appointment/re-appointment as required by Regulation 36 of the Listing Regulations and Secretarial Standard-2 on General Meeting issued by the Institute of Company Secretaries of India ('ICSI') along with other required details forms part of the Notice of 40thAnnual General Meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013, as on 31st March, 2024, your company had following Independent Directors:

• Mrs. Pooja Sarda,

• Mr. Nand Kumar Bhatter,

• Mr. Sunil Shah,

Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 (6) of the Act read with the Schedule and Rules issued thereunder as well as Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, all Independent Directors of the Company have registered their names in the Independent Directors' Data Bank.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

Key Managerial Personnel (KMPs)

Pursuant to 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.

As on 31st March, 2024, your company has following KMPs:

*Mr. Shanti Lal Jain (DIN : 00167773) resigned from the position of Executive / Whole Time Director and also as the director of the Company with effect from close of business hours on 30th April, 2024.

Mr. Siddhant Jain (DIN : 07154500) has been appointed as Additional Director (Executive / Whole Time Director) with effect from 02nd May, 2024.

BOARD MEETINGS

Five Board Meetings were held during the year under review and the gap between the two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.

The details of Board Meetings along with Director's attendance are given below:

BOARD SKILLS, EXPERTISE OR COMPETENCIES

The Board of Directors of the Company is highly structured to ensure high degree of diversity by age, qualification, professional background, sector expertise and special skills.

The Board of Directors have, based on the recommendation of Nomination and Remuneration Committee, identified the following core skills/expertise/competencies of Directors, as required in the context of Company's business:

a. Operations

b. Finance

c. Accounts

d. Marketing

e. Management

The following are the details of respective core skills of Board Members as on 31st March, 2024.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND THE DIRECTORS

Pursuant to the provisions of the Act, the Listing Regulations and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole.

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and Individual Directors and Chairman of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board, Individual Directors & Chairman of the Company for the financial year 2023-24. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. That such Accounting Policies have been selected and applied by 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 at the end of the financial year and of the Profit and Loss of the Company for that period;

c. That proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Annual Accounts have been prepared by them on a going concern basis;

e. That they 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. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS, STATUTORY AND QUASI-JUDICIAL BODY

No significant and material order has been passed by the regulators, courts and tribunals, statutory and quasi-judicial body impacting the going concern status and the Company's operations in future.

RISK MANAGEMENT

The Company like any other enterprise is exposed to business risk which can be internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability. A key factor in determining a Company's capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action. The details of the Risk Management Policy are available on the Company's website and can be accessed through the link: https://isocl.in/code-of-conduct-policies/.

PUBLIC DEPOSITS

The Company has not accepted any deposit falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

LISTING INFORMATION

The Equity Shares of your Company is listed on the Bombay Stock Exchange Ltd (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the code is 530259. The listing fee for the FY 2024-25, has been paid.

REGISTRAR AND SHARE TRANSFER AGENT FOR PHYSICAL AND DEMAT SEGMENTS (RTA)

The Company continued appointment of M/s. Maheshwari Datamatics Private Limited, Phone : +91 33 2248 2248, Fax No : +91 33 2248 4787, e-mail : mdpldc@yahoo.com as the Registrar and Share Transfer Agents of the Company.

CORPORATE IDENTIFICATION NUMBER (CIN)

The Company is registered with the Registrar of Companies, Kolkata, West Bengal. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15142WB1984PLC037472.

DEMATERIALIZATION OF SHARES

The Equity Shares of the Company are registered with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for having the facility of Dematerialization of shares and its ISIN No. is INE003B01014.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2024 can be accessed on the Company's website at: https://isocl.in/annual-return-as-provided-under-section-92- of-the-companies-act-2013/.

STATUTORY AUDITORS

In compliance with Section 139 of the Companies Act, 2013 read with Rules made thereunder, M/s. Patni & Co. (ICAI Firm Registration Number 320304E), Chartered Accountants, were appointed as the Statutory Auditor of the Company, for a first term of 5 (five) consecutive years at the 38th Annual General Meeting (AGM) held on 20th September, 2022, to hold office from the conclusion of the said meeting till the conclusion of the 43rd AGM to be held in the year 2027.

STATUTORY AUDITORS' REPORT

The Statutory Auditor's Report issued by M/s. Patni & Co., Chartered Accountants, on the financial statements of the Company for the financial year ended on 31st March, 2024 forms part of this Annual Report. There are no reservations, qualifications or adverse remarks in the Independent Auditor's Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3)(f) of the Act.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

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 of Directors of the Company had appointed M/s. Rantu Das & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company.

The Secretarial Audit Report given by M/s. Rantu Das & Associates, Practicing Company Secretaries in Form No. MR-3 is annexed to this Report as Rs. Annexure - I'.

The Company does not have any material subsidiary company and hence the provisions of Secretarial Audit for material unlisted company, as notified by SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019, vide which Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 was amended, is not applicable to your Company.

In compliance with the provisions of Section 134(3) of the Companies Act, 2013, the Secretarial Auditor in their report for the financial year ended on the 31st March, 2024, made the following observations:

Observation 1: As per the charge list in MCA site, there are two charges for which loan has been repaid, but no satisfaction of charges has been filed to ROC.

Explanation: The Company is continuously following up with the charge holders for No-objection letter for satisfaction of charge. The company shall file the form for satisfaction of charge as soon as no-objection letter is received from the charge holder.

Observation 2: Clarification on shareholding pattern for the quarter ended 31.12.2023- It was observed from the shareholding pattern submitted by the Company for December 2023 quarter that in Statement foreign ownership limits the company has shown limits utilized % more than approved limit %.

Explanation: BSE notified the query in company's listing centre Communication Module portal on 27th March, 2024 and the Company have submitted the revised Shareholding pattern for the quarter ended 31st December, 2023 on 28th March, 2024.

ANNUAL SECRETARIAL COMPLIANCE AUDIT

The requirement of Annual Secretarial Compliance Audit under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.: CIR/CFD/CMD1/27/2019 dated 08.02.2019 was not applicable to the Company during the year under review.

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, Mr. Sudhir Kumar Jha conducted the Internal Audit of the Company for the FY 2023-24. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

COST AUDIT AND MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost Records and Cost Audit are not applicable on the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee or the Board of Directors under Section 143 (12) of the Act, including rules made thereunder.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE AND SECURITIES PROVIDED

The Company has complied with the provisions of Section 186 of the Act in respect of investments made and guarantees provided during the year under review. The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements for the year ended 31st March, 2024.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has formed Internal Complaints Committee in compliance with the provisions of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2023-24:

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Board members of the Company are afforded every opportunity to familiarize themselves with the Company, its management, its operations and above all, the Industry perspective and issues. They are made to interact with senior management personnel and proactively provided with relevant news, views and updates on the Company and sector. All the informati'on/documents sought by them is/are also shared with them for enabling a good understanding of the Company, its various operations and the industry of which it is a part. The details of the Familiarisation Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters is available on the Company's website and can be accessed through the link: https://isocl.in/familiarization-programmed- for-independent-director/.

A. Nomination & Remuneration Policy

The policy is to have an appropriate mix of Executive and Non-Executive/Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2024, the Company has 2 (Two) Executive Directors and 3 (Three) Non-Executive Directors on the Board. The Company's Policy for selection and appointment of Directors and their remuneration is based on its Nomination and Remuneration policy which, inter alia, deals with the manner of selection of the Directors and such other matters as provided under Section 178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment thereto are covered under the Company's Nomination and Remuneration Policy and on the Company's website and can be accessed through the link: https://isocl.in/code-of-conduct-policies/.

Your Directors affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

There is no change in the Nomination and Remuneration Policy of the Company during the financial year 2023-24.

B. Remuneration to Non-Executive Independent Directors for the year ended 31stMarch, 2024.

The siffing fees paid to Non-Executive Independent Directors for the year ended 31st March, 2024 along with their respective shareholdings in your Company are as under:

C. Remuneration paid/payable to Executive Chairman/Whole Time Director and Managing Director for the year ended 31st March, 2024.

a) The appointment and remuneration of Whole Time Director and Managing Director of the Company has been approved by the Shareholders of the Company by passing special resolution at the 38th Annual General Meeting of the Company held on 20th September, 2022 for a period of three years.

b) Mr. Shanti' Lal Jain has resigned from the position of Executive / Whole Time Director and also as the director of the Company with effect from close of business hours on 30th April, 2024.

c) The agreement may be terminated by either party by giving to the other party three months' notice of such termination.

d) No Compensation shall be payable to either of the parties on such termination.

e) The Managing Director and Whole Time Director shall not be paid any sitting fees for the attending the meeting of the Board of Directors or Committee.

f) Company's Contribution to Funds for Mr. Sanjay Jain for the year ended 31st March, 2024 was Rs. 2.10 Lakhs.

Notes:

1) The Company has not granted any stock option to directors of the company as on 31st March, 2024.

2) No sitting fees has been paid to the Executive Director during the year under review.

3) Non-Executive Independent Directors did not have any pecuniary relationship or transactions (except receipt of sitting fees as Directors) with the Company for the year under review.

D. Stock option details, if any, and whether the same has been issued at a discount as well as the period over

which accrued and over which exercisable - Not Applicable during the year under review.

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. Our corporate governance philosophy is based on the principles of equity, fairness, spirit of law, higher standards of transparency, accountability and reliability in respect of all its transactions. The Company believes that sound corporate governance is necessary to retain stakeholders' trust and ensures efficient working and proper conduct of the business of the Company with integrity. The guidelines for its development is a continuous process, which often undergoes changes to suit the changing times and needs of the business, society and the nation.

It may be noted that Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to your company pursuant to provisions of Regulation 15 of the said Regulations as the Paid up Capital of the Company is below Rupees Ten Crores and Net worth below Rupees Twenty Five Crores as on the last day of the previous Financial Year as well as on date of the report.

As such the Company is not required to mandatorily append to this report the Corporate Governance Report.

CONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has constituted sub-committees of the board as per the provisions of Companies Act, 2013 with proper composition of its members. The Company Secretary of the Company acts as the Secretary to the Committees.

Presently, there are three Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

a. Audit Committee: The Composition of the Committee and attendance in the Committee meetings held during the FY 2023-24 is given below: -

b. Nomination and Remuneration Committee: The Composition of the Committee and attendance in the Committee meetings held during the FY 2023-24 is given below: -

c. Stakeholders' Relationship Committee: The Composition of the Committee and attendance in the Committee meetings held during the FY 2023-24 is given below: -

i. Name, designation and address of Compliance Officer: Rashmi Sharma, Company Secretary. 113, Park Street, Poddar Point, South Wing, 5th Floor, Kolkata - 700016; E-mail: rashmi@isocl.in

ii. Details of investor complaints received and redressed during FY 2024 are as follows:

RECOMMENDATIONS OF VARIOUS COMMITTEES

There were no instances where the Board had not accepted the recommendations of any of the Committees of the Board during FY 2023-24.

SEPARATE INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on 30th March, 2024 without the attendance of Non-Independent Directors and members of the Management, except the Company Secretary, who was present by invitation. All Independent Directors were present at this Meeting.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company has established adequate Internal Financial Control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. All transactions are authorized, recorded and reported correctly. Policies and guidelines of your Company are being adhered to and improvements in process efficiencies and effectiveness are being carried out on an ongoing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the requirement of the Section 177 (9) & (10) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail or phone or letter to the Chairperson of the Audit Committee. The Vigil Mechanism (Whistle Blower Policy) is available on the Company's website and can be accessed through the link: https://isocl.in/vigil-mechanism-whistle- blower-policy/.

A mechanism has been established for employees to report unethical behaviour, actual or suspected fraud or violation of the Code of Conduct and ethics directly to the forum. It also provides for adequate safeguards against victimization of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available on the Company's website and can be accessed through the link: https://isocl.in/code-of-conduct-policies/. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Rs. Listing Regulations'), the Management's Discussion and Analysis Report for the year under review, has been enclosed separately and marked as "Annexure- II". The Audit Committee of the Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended 31st March, 2024.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Section 135(1) of the Companies Act, 2013 i.e., corporate social responsibility is not applicable on your company. Therefore, your company has not constituted CSR committee and need not require to spend any sum on CSR activities for the FY 2023-24. Hence no report on Corporate Social Responsibility is given.

MD & CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have given a certificate as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It forms part of the Report and is marked as "Annexure- III".

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time 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 of Directors and the designated employees have confirmed compliance with the Code.

CODE OFCONDUCT

The Company has adopted the Code of Conduct for all Board members and Senior Management Personnel. All Board members and Senior Management Personnel as per Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have affirmed compliance with the applicable Code of Conduct. A declaration to this effect signed by the Managing Director of the Company forms part of this Report and is marked as "Annexure- IV".

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

Your Company, being a Transport company, has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 134 of the Companies Act, 2013. There is no earning or outgo of Foreign Exchange during the year under review.

CERTIFICATE FOR NON-DISQUALIFICATION OF DIRECTORS

The Company has obtained a certificate from M/s. Rantu Das & Associates, Practicing Company Secretaries, confirming that none of the directors on the board of the Company were debarred or disqualified from being appointed or continuing as directors of Companies by the Board/Ministry of Corporate Affairs or any such authority and the same forms part of this report and is marked as "Annexure- V".

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees One Crore and Two Lakhs or more per annum for the FY 2023-24 or Rupees Eight Lakh Fifty Thousand or more per month for any part of the financial year, as set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pursuant to Rules 5(2) and 5(3) of the Rules forms part of this report and is marked as "Annexure- VI".

The ratio of remuneration of each Director to the median employee's remuneration and other details in accordance with sub-section 12 of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as "Annexure- VII".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into by the Company during the financial year were in ordinary course of business and at an arm's length basis. Form AOC 2 forms part of the Report and is marked as "Annexure- VIII".

Details of Related Party Transactions of the Company are covered under Notes to Accounts for FY 2023-24.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as per Regulation 34 of SEBI Listing Regulations is not applicable to the Company during the period under review.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards - 1 and Secretarial Standards - 2, issued by the Institute of Company Secretaries of India (ICSI).

GENERAL DISCLOSURES

Your Directors state that:

1. During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

2. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5) (xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

3. There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule III of Listing Regulations.

4. Equity shares in the suspense account

In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows:

The voting rights on the shares outstanding in the suspense account as on 31st March, 2024, shall remain frozen till the rightful owner of such shares claims the shares.

5. The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on 31st March, 2024, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments.

6. The Company is not a Large Corporate for the purpose of SEBI Circular No. SEBI/HOIDDHS/DDHS- RACPOD1/P/CIR/2023/172 dated 19th October, 2023. The details Outstanding Qualified Borrowings and Incremental Qualified Borrowings for the financial year ended 31st March, 2024.

7. There have been no public issue proceeds raised from the Initial Public Offer (IPO) and Further Public Offer (FPO), Right Issue, Preferential Issue, etc. in the FY 2024.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation extended to the Company by commercial Banks, Government of India, various State Governments, Shareholders and all others Stakeholders. Their continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.