TransIndia Real Estate Ltd

To,

The Members of Transindia Real Estate Limited

(Formerly known as Transindia Realty & Logistics Parks Limited)

6th Floor, B Wing, Allcargo House, CST Road, Kalina, Santacruz (E), Mumbai - 400 098.

The Directors present their 3rd Annual Report along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The Company's performance during the financial year ended March 31, 2024 as compared to the previous financial year, is summarized below:

(Rs in Lakhs)

Pursuant to the provisions of the Companies Act, 2013 ("the Act"), the Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) (Amendment) Rules, 2015, as amended from time to time.

PERFORMACE OVERVIEW

During the financial year ended March 31, 2024, the Company's total income including revenue from operations on a standalone basis increased to ' 14,911 lakh as compared to ' 10,260 lakh in the previous year. During the financial year ended March 31, 2024, the Company and its subsidiary's total income including revenue from operations on a consolidated basis decreased to ' 12,033 lakh as against ' 14,404 lakh in the previous year. During the financial year ended March 31, 2024, Standalone Profit before Exceptional items and Tax increased to ' 9,577 lakh as against ' 3,272 lakh in the previous year whereas Consolidated Profit before Exceptional items and Tax increased to ' 5,320 lakh as against ' 2,249 lakh in the previous year. The Standalone Net Profit for the financial year ended March 31, 2024, increased to ' 30,514 lakh as against ' 4,688 lakh in the previous year while the Consolidated Net Profit increased to ' 25,032 lakh as against ' 2,782 lakh in the previous year.

LISTING OF EQUITY SHARES OF THE COMPANY

The equity shares of the Company were not listed till the end of the FY 2022-23, however, the same got listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on August 10, 2023. The annual listing fee has been paid to both the stock exchanges.

BUSINESS OVERVIEW AND STATE OF THE COMPANY'S AFFAIRS

The Company over the years has successfully developed and exited nearly 5 million square feet of warehouse space in close partnership with institutional investors. These strategic collaborations have strengthened our position as a leading player in the logistics real estate sector. The synergies gained from these experiences combined with growing domestic market, low labour cost, increasing infrastructure spending by the Government and increasing level of foreign direct investment, uniquely position us to seize future opportunities.

Our company specializes in the development and leasing of industrial and logistics parks, Container Freight Station (CFS), Inland Container Depot (ICD), Private Freight Terminal (PFT), and other real estate assets to the key market players within the logistics sector. Additionally we also engage in the development of other real estate assets, providing comprehensive solutions to meet the diverse needs of our clients. We have successfully delivered projects across major markets in India, which includes micro-markets around Mumbai, Bengaluru, Delhi NCR, Kolkata, and Chennai.

With a substantial land bank of close to 300 acres, we are well-equipped to advance the development of large-scale industrial and logistics parks, in-city warehousing facilities, data centres, and other related infrastructure. Our robust portfolio and strategic positioning enable us to capitalize on emerging trends and continue our growth trajectory in the industrial real estate market.

DIVIDEND

Considering the future business plans of the company along with requirement of the funds for execution of those plans, your directors have decided it is in the best interest of the company not to propose a dividend to shareholders for the Financial Year ended March 31, 2024.

The Board of Directors of the Company has declared interim dividend of ' 0.50 per share of face value of ' 2 per share for the F.Y. 2024-25.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount in the reserve of the Company.

CAPITAL STRUCTURE

The Capital Structure of the Company is as follows:

Sale of Wholly Owned Subsidiary and Undertakings

During the financial year ended March 31, 2020, Allcargo Logistics Limited ("ALL" or "Demerged Company") and its

wholly-owned subsidiaries viz. Malur Logistics and Industrial Parks Private Limited, Venkatapura Logistics and Industrial Parks Private Limited, Allcargo Logistics & Industrial Park

Private Limited, Kalina Warehousing Private Limited and Panvel Warehousing Private Limited (collectively referred to as '"'Specified Companies"") entered into definitive documentation with BRE Asia Urban Holdings Limited ("the Investor") for transfer of its majority shareholding and controlling stake (90%) in the Specified Companies in favour of the Investor for the consideration and subject to the satisfaction of the closing conditions and achievement of certain milestones (together the 'Obligations') and upon the other terms and conditions therein mentioned. The Obligations mentioned in such definitive documentation got extended from time to time by the mutual consent between investor and ALL during the intervening period due to various commercial reasons including COVID 19 scenario. During previous financial year ended March 31, 2023, the balance stake in such specified companies have been transferred to Transindia Real Estate Limited ("the Company") pursuant to Scheme of Arrangement for Demerger entered amongst ALL, Allcargo Terminals Limited and the Company as approved by the National Company Law Tribunal as per Order dated January 05, 2023. On February 28, 2024, the Company has executed the Securities Subscription and Purchase Agreement ("SSPA") between specified companies, ALL, Horizon Industrial Parks Private Limited ("HIPPL") and BRE Asia Urban Holdings Ltd ("Investor") to sell remaining 10% equity stake in the specified companies and 100% equity stake in Allcargo Multimodal Private Limited for an agreed consideration of ' 25,136 Lakhs.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURES

During the year, the Company had 13 Subsidiaries as below:

* On February 28, 2024, the Company executed the Multimodal Share Purchase Agreement with Allcargo Logistics Limited, Allcargo Multimodal Private Limited and BRE Asia Urban

holdings Private Limited ("Investor") to sale 2,24,05,002 (Two crore twenty-four lakh five thousand two) equity shares representing 100% (One hundred per cent) of the equity share capital) of Multimodal to the Investor for an aggregate consideration of ' 2,46,81,21,202 subject to fulfillment of certain consideration. On March 07, 2024 the Company transferred 2,24,05,002 equity shares of Allcargo Multimodal Private Limited and received consideration of ' 2,25,81,21,202 and balance consideration of ' 21,00,00,000 will be received on fulfillment of all the conditions.

# The Company holds 93.38% equity shares of AGL Warehousing Private Limited and remaining 6.62% is held by Contech Logistics Solutions Private Limited. On July 24, 2024 the Company acquired remaining 6.62% equity stake of AGL Warehousing Private Limited from Contech Logistics Solutions Private Limited for an aggregate consideration of ' 5,93,08,860 (Rupees Five Crore Ninety-Three Lakhs Eight Thousand Eight Sixty Only). As on date, the AGL Warehousing Private Limited is a Wholly Owned Subsidiary of the Company.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance, and financial position of each of the subsidiaries are given in "Form AOC-1" as 'Annexure-I' to this Board's Report.

In accordance with the third proviso of Section 136(1) of the Act, the Annual Report of the Company containing therein its standalone and consolidated financial statements together with relevant documents has been placed on the website of the Company at www.transindia.co.in. Further, as per the fourth proviso of the said section, the audited annual accounts of each of the subsidiary companies have been placed on the website of the Company at www.transindia.co.in.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the Company's business.

MATERIAL SUBSIDIARIES

As on March 31, 2024, the Company had 1 (one) unlisted material subsidiary. The Company has a policy for determining material subsidiaries and the same is available on the Company's website at https://www.transindia.co.in/ investors-corporate-policies/

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company's website at www.transindia.co.in. All related party transactions are placed before the Audit Committee for its review and approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and Company's Policy on Related Party Transactions. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in 'Form AOC-

2' is enclosed as 'Annexure-II' to this Board's report. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated every quarter.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, Company has filed half yearly reports to the stock exchanges, for the related party transactions.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Board's Report which is enclosed as 'Annexure-III' along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of the Company at https://www. transindia.co.in/investors-corporate-policies .

DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

As on March 31, 2024, the Board of Directors comprised of 6 Directors, out of which 3 are Independent Director(s) (including 1 Woman Independent Director), 2 Non-Executive Director(s) and 1 Managing Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report.

In terms of the requirement of the SEBI Listing Regulations, Board has identified core skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of your Board of Directors are detailed in the Corporate Governance Report.

Appointment/Cessation/Change in Designation of Directors

1. In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Kaiwan Kalyaniwalla (DIN: 00060776), Non-Executive - Non Independent Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

2. Mr. Ravi Jhakar and Mr. Prabhakar Shetty ceased to be Directors of the Company with effect from close of business hours on April 13, 2023 & April 14, 2023.

3. Mr. Jatin Chokshi was appointed as first director on December 03, 2021. Further he was appointed as Managing Director of the Company on April 13, 2023.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the

Act. During the Financial Year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

Key Managerial Personnel

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act:

- Mr. Jatin Jayantilal Chokshi, Managing Director

- Mr. Ram Narayan Walase, Cheif Executive Officer

- Mr. Mahesh Hiriyanna Shetty, Chief Financial Officer

- Ms. Khushboo Dinesh Mishra, Company Secretary & Compliance Officer.

Cessation:

During the year under review, Mr. Ashok Parmar ceased to be Chief Financial Officer of the Company with effect from close of business hours on November 27, 2023.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Further, In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company.

BOARD MEETINGS

During the Financial Year under review, the Board met 10 (Ten) times during the year. The maximum gap between any two Board Meetings did not exceed one hundred and twenty days. The details of the meetings are furnished in the Corporate Governance Report.

INDEPENDENT DIRECTOR'S MEETING

The Independent Directors met on March 27, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and your Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and your Board that is necessary for your Board to effectively and reasonably perform their duties.

COMMITTEES OF THE BOARD

In accordance with the applicable provisions of the Act and SEBI Listing Regulations, the Board had the following 4 (Four) Committees as on March 31, 2024.

Statutory Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

Details of all the committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report.

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

Pursuant to applicable provisions of the Act and the SEBI Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes, and criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The parameters for performance evaluation of the Board includes the roles and responsibilities of the Board, timeliness for circulating the board papers, content and the quality of information provided to the Board, attention to the Company's long term strategic issues, risk management, overseeing and guiding major plans of action, acquisitions etc.

The performance of the Board and individual Director was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. NRC reviewed the performance of individual Director and separate meeting of the Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole, its Committees and performance of the Chairman of the Company taking into account the views of Managing Director and Non-Executive Directors. Thereafter, at the Board meeting, the performance of the Board, its Committees and individual Directors was discussed and deliberated. The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. Your Board has adopted Board Diversity Policy which sets out the approach to the diversity of Board. The said Policy is available on the website of the Company at https://www.transindia.co.in/investors- corporate-policies/.

NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations and on the recommendation of the Nomination & Remuneration

Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of the Policy are stated in the Corporate Governance Report and have been placed on the website of the Company at https:// www.transindia.co.in/investors-corporate-policies/.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

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

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

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, etc. The details of the program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, and other related matters are uploaded on the Company's website at https:// www.transindia.co.in/investors-corporate-policies/

LOANS AND INVESTMENTS:

Loans, Guarantees and Investments made under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2024, are set out in Notes to the Standalone Financial Statements of the Company.

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-IV' of this Board's Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on Company's website at https://www.transindia.co.in/investors-corporate- policies/.

HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION

We are committed to hiring and retaining the best talent and being among the industry's leading employers. We focus on promoting a collaborative, transparent and participative organizational culture, rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their careers and navigate their next.

In terms of compliance with provisions of Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee's remuneration are attached as Annexure-V' to this Board's Report.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. The Company hereby affirms that no Director/ employee has been denied access to the Chairman and Audit Committee and that no complaints were received during the year.

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Vigil Mechanism which provides a robust framework for dealing with genuine concerns & grievances. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company.

The policy of vigil mechanism is available on the Company's website at https://www.transindia.co.in/investors-corporate- policies/.

DIRECTORS' RESPONSIBILITY STATEMENT

According to the requirements under Section 134(5) read with Section 134(3)(c) of the Act concerning the Directors' Responsibility Statement, it is hereby confirmed that:

1. In preparation of Annual Accounts for the FY 2023-24, the applicable accounting standards have been followed and there are no material departures;

2. The Directors have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of Financial Year and of the Profit of the Company for the Financial Year;

3. The Directors have taken proper and sufficient care to the best of their knowledge and ability 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;

4. The Directors have prepared annual accounts on a going concern basis;

5. The Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

6. 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.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Sub-section (3)(m) of Section 134 of the Act, read with the rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as 'Annexure-VI' to this Board's report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at https://www.transindia.co.in/investors-transindia-real- estate/

DEPOSITS

During the year under review, the Company has not borrowed any amount(s) from Directors and from their relatives as per the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has framed Anti- Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") which is hosted on the Company's website at https://www.transindia. co.in/investors-corporate-policies/. The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D setups & corporate office during the year under review. During the year, there are no complaints received by the Company.

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. The Company has duly constituted internal complaint committee as required under the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place an Internal Financial Control System, commensurate with the size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance with various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The finance department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of the Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations, if any, and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

The details in respect of internal financial control and their adequacy are included in the Management discussion and Analysis, forming part of this Annual Report.

INVESTOR EDUCATION & PROTECTION FUND

Pursuant to scheme of Demerger 4,643 shares were transferred to IEPF during the year.

AUDITORS AND AUDITOR'S REPORT Statutory Auditors

M/s C.C. Dangi & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company in the AGM held on September 30, 2022, for a term of 5 consecutive years from the conclusion of 1st Annual General Meeting till the conclusion of 6th Annual General Meeting to be held in the FY 2026-27.

The requirement for the annual ratification of auditor's appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018.

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

The Auditor's Report for the Financial Year ended March 31, 2024, on the financial statements of the Company forms

a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors' Report, which calls for any further comments or explanations.

Secretarial Auditor

The Secretarial Compliance Report received from M/s Mehta & Mehta, for the FY 2023-24, in relation to compliance with all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, Secretarial Standards issued by ICSI ("SS"), pursuant to requirement of Regulation 24A of the SEBI Listing Regulations, is set out in 'Annexure-VII' to this Board's Report. The Secretarial Compliance Report has been voluntarily enclosed as good disclosure practice.

The Secretarial Compliance Report of Allcargo Inland Park Private Limited (Material Subsidiary of the Company) received from M/s Mehta & Mehta, for the FY 2023-24 is set out in 'Annexure-VII A' to this Board's Report.

As required by Schedule V of the SEBI Listing Regulations, the Auditor's Certificate on Corporate Governance received from M/s Mayekar & Associates is annexed to the Corporate Governance Report.

REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

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

MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors and 'General Meetings, respectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report ('MDAR') forms part of this Annual Report.

SHARE REGISTRAR AND TRANSFER AGENT

M/s Link Intime India Private Limited (SEBI Registration No.: INR000004058) is a Registrar & Transfer Agent ("RTA") has been appointed as the Company's RTA. The details of RTA are mentioned in the Corporate Governance Report.

BANK AND FINANCIAL INSTITUTIONS:

The Board of Directors of the Company is thankful to their bankers for their continued support to the Company.

CODE FOR PREVENTION OF INSIDER TRADING

Company has adopted a Code to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in your Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers your Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website at https://www.transindia.co.in/ investors-corporatepolicies/.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed towards bringing Safety, Health and Environment awareness among its employees. It also believes in safety and health enrichment of its employees and committed to provide a healthy and safe workplace for all its employees.

Fire and Safety drills are conducted for all employees & security personnel and all Fire hydrants are monitored strictly as the preparedness for emergency. Also, Green initiatives are taken at various locations to protect the environment.

GENERAL/OTHER DISCLOSURES:

Your Directors states that no disclosure is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential voting rights to dividend, voting or otherwise.

b. Issue of sweat equity shares in accordance with the regulation made by the SEBI in this behalf and if not listed, the sweat equity shares issued in accordance with such rules as may be prescribed.

c. Further issue of share capital to employees under a scheme of employees' stock option.

d. Any provision of money in accordance with any scheme for the purchase /subscription for, fully paid -up shares in the company or its holding company & if such shares held by trustees for the benefit of the employees or such shares held by the employee of the company, and giving of any loans to persons in the employment of the company other than its directors or KMP, for an amount not exceeding their salary or wages for a period of six months to purchase or subscribe for fully paid-up shares in the company or its holding company to be held by them by way of beneficial ownership, then disclosures of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

e. Reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement.

DISCLOSURES WITH RESPECT TO UNCLAIMED SECURITIES SUSPENSE ESCROW ACCOUNT

Pursuant to clause 13.9 of Scheme of Arrangement & Demerger between Allcargo Logistics Limited ("Demerged Company"/"ALL"), Allcargo Terminals Private Limited ("Resulting Company 1") and TransIndia Realty & Logistics Parks Limited ("Resulting Company 2"/"the Company"), any resulting Company was not permitted to issue and allot the respective New Equity shares in physical form, and in case where the demat account details of certain shareholders of the Demerged Company were not available, it shall issue and allot such shares in lieu of the respective new Equity Share entitlement of such Shareholders, into a Demat Suspense Account. During the year, the Company had 74,237 shares in Unclaimed Securities Suspense Escrow Account ("Demat Suspense Account"). Upon receipt of appropriate evidence from such shareholders regarding their entitlement, the Company transferred 45,825 shares from such Demat Suspense Account into the individual Demat accounts of such claimant shareholders. As on date, the Company has 28,412 shares in the Demat Suspense Account.

ACKNOWLEDGMENTS

The Directors of the Company wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members, and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.