Total Transport Systems Ltd

To The Members, Total Transport Systems Limited Address: 7^th Floor, T-Square, Opp. Chandivali Petrol pump, Sakinaka, Andheri (East), Mumbai-400072, Maharashtra, India

Your directors take pleasure in presenting the 29^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2024.

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS: a. Financial Results

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

The Company continues to see marginal growth in its overall performance in the year 2023-2024. Driven by the performance of the segment in which the Company operates the quick summary of standalone and consolidated results are given below: i. Standalone Financial Highlights

During the Financial Year ended March 31, 2024, the Company's total Revenue from operations is INR 39,453.99 Lakhs as against INR 52,221.82 Lakhs in the corresponding previous Financial Year ended

March 31, 2023.

The Profit/(Loss) after tax for the Financial Year ended March 31, 2024, is INR 629.98 Lakhs as against Profit of INR 1319.52 Lakhs in the corresponding previous Financial Year ended March 31, 2023. ii. Consolidated Financial Highlights

During the Financial Year ended March 31, 2024, the Company's total Revenue from operations is INR 48,810.17 Lakhs as against INR 59,027.22 Lakhs in the corresponding previous Financial Year ended

March 31, 2023.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of the Annual Report. c. Operations and change in nature of business, if any:

The Company continues to be engaged in the business of Cargo consolidation and inbound-outbound freight forwarding of cargo through vessel and through aircraft, Freight Forwarding, Logistics, Warehousing and Transportation and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the financial year under review.

During the financial year under review, there has been no change in the Authorized, Issued, Subscribed, and

Paid-up Share Capital of the Company.

As of March 31, 2024, the Authorized Share Capital of the Company is INR 17,00,00,000/- divided into 1,70,00,000/- equity shares of INR 10/- each.

Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31, 2024, is INR

16,12,69,730/- divided into 1,61,26,973/- equity shares of INR 10/- each.

Based on the Company's performance, the Board recommended a dividend of Rs. 0.50 per share on 16,12,69,73 equity shares of Rs.10 each, subject to the approval of the members. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of ‘80.64 Lakhs'

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April

1, 2020, and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.

The Record date for the purpose of the final dividend for the financial year ended March 31, 2024, is Friday, September 06, 2024.

During the year under review:

Neither the Company was liable to, nor the Company has transferred any amount or shares to the Investor Education & Protection Fund (IEPF) and as on March 31, 2024, Rs.67,927.50 is lying in Unpaid Dividend A/c of the Company in respect of interim dividend which was declared during F.Y. 2021-2022 & F.Y. 2022-2023.

The Company does not maintain any Demat Suspense / Unclaimed Suspense Account in its name; the disclosure pertaining to the same in compliance with Schedule V Para. F of SEBI (Listing Obligations and Disclosure

Requirement) Regulations, 2015 is not applicable to the Company for F.Y. 2023-2024.

The Company has not transferred any amount to General Reserve Account during the financial year under review.

During the year under review, the Company has 2 Wholly Owned Subsidiaries and 2 Subsidiary Companies.

Further the Company also has 1 associate and joint venture Company

The Details of the Subsidiary and Associate are given below:

CP World Logistics India Private Limited (CIN: U63090MH2008PTC202404), is a Private Limited Company incorporated on October 31, 2008. The authorized Share Capital of the Company is INR 50,00,000/- divided into 5,00,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-up Share Capital of the Company is INR 1,00,000/- divided into 10,000 equity shares of INR 10/- each.

The Company has a 100% equity stake in CP World Logistics India Private Limited and CP World Logistics India Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

Oneworld Logistics Private Limited (CIN: U63090MH2010PTC198688), is a Private Limited Company incorporated on January 08, 2010. The authorized Share Capital of the Company is INR 10,00,00,000/- divided into 1,00,00,000 equity shares of INR 10/- each and Issued, Subscribed, and Paid-up Share Capital of the Company is INR 995,00,000/- divided into 99,50,000 equity shares of INR 10/- each.

The Company has a 100% equity stake in Oneworld Logistics Private Limited and Oneworld Logistics Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

One world was also considered as a material subsidiary of the Company as per the provisions of Regulation

16(1)(c) of SEBI (Listing Obligations and Disclosure) Requirements, 2015 for F.Y. 2023-2024.

Your Company has formulated a Policy for determining ‘Material' Subsidiaries pursuant to the provisions of

Regulation 16 of SEBI LODR Regulations, 2015 and the said Policy is available on Company's website at https://www.ttspl.in/wp-content/uploads/2024/02/Material-Subsidiary-Policy-min.pdf

Total Transport Systems Private Limited (Registration No.: 62912/065/066), is a Company established under the Companies Act, 2006 on May 21, 2009, in Nepal.

The Company has 64% equity stake in Total Transport Systems Private Limited (Nepal) and has thus Total Transport Systems Private Limited has thus become a Subsidiary Company under Section 2(87) of the Companies Act, 2013.

RN Freight Forwarders Private Limited (CIN: U63090MH2010PTC207563), is a Private Limited Company incorporated on September 13, 2010. The authorized Share Capital of the Company is INR 41,00,000/- divided into 10,000 equity shares of INR 10/- each and 40,000 Non-Cumulative, Convertible Preference Shares of INR

10/- each and

Issued, Subscribed, and Paid-up Share Capital of the Company INR 41, 00,000/- divided into 10,000 equity shares of INR 10/- each and 40,000 Non-Cumulative, Convertible Preference Shares of INR 10/- each. The Company has a 60 % equity and preference stake in RN Freight Forwarders Private Limited and has thus become a subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

Our Company entered into a Joint Venture Agreement with Seedeer (Hong Kong) E-Commerce Company Limited on August 23, 2018, and incorporated Seedeer (India) E-Commerce Private Limited.

Seedeer (India) E-Commerce Private Limited (CIN: U74999MH2018FTC318691), is a Private Limited Company incorporated on December 21, 2018.

The authorized Share Capital of the Company is INR 2,50,00,000/- divided into 25,00,000 equity shares of INR

10/- each and Issued, Subscribed, and Paid-up Share Capital of the Company is INR 65,00,000/- divided into 6,50,000 equity shares of INR 10/- each.

The Company has 30% equity stake in Seedeer (India) E-Commerce Private Limited and this it is an associate Company of our Company pursuant to Section 2(6) of the Companies Act, 2013.

The consolidated financial statements of the Company for the financial year 2023-2024 are prepared in compliance with the applicable provisions of the Act including Indian Accounting Standards specified under

Section 133 of the Companies Act, 2013

Audited financial statements of each of the subsidiary companies is available on the website of the Company and can be accessed at https://www.ttspl.in/disclosure-under-regulation-46-and-62-of-sebi-regulations/ separate-audited-financial-statements/

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except

Saturdays, Sundays, and public holidays up to the date of the Annual General Meeting (‘AGM') as required under Section 136 of the Companies Act, 2013.

Further, a statement containing salient features of the financial statements of the Company's subsidiaries as required in Form AOC 1 is appended as Annexure I to this Report. j. Deposits:

The Company has not accepted or renewed any amount 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.

Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

During the financial year 2023-2024, the Company has borrowed the following amount(s) from Directors and the respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

Accordingly, the following amount(s) is /are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the

Companies (Acceptance of Deposits) Rules, 2014:

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm's length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP's, or Senior Management Personnel that may have a potential conflict with the interest of the

Company at large.

All related party transactions as required under Ind-AS-24 are reported in the notes to the financial statement of the Company.

All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

The Company has also adopted a related party transaction policy.

The policy was approved by the Board and the same is uploaded on the company's website at https://www.ttspl. in/wp-content/uploads/2024/02/Policy-on-related-party-transactions.pdf l. Conservation of energy, technology absorption and foreign exchange earnings outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31, 2024, is available on Company's website at https://ttspl.in/disclosure-under-regulation-46-and-62-of-sebi-regulations/annual-return-as-provided-under-section-92/

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the provisions of Section 186 of the Act, are given in Note no. 07 to the standalone financial statements in the Annual Report.

There are no material changes or commitments affecting the financial position of the Company, subsequent to the close of the Financial Year 2023-2024 till the date of this Report.

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

Significant audit observations, if any, and the corrective actions taken thereon are presented to the Audit Committee of the Company.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There are no appointments of Directors or KMPs during the Financial Year ended March 31, 2024.

There are no resignations of Directors or KMPs during the Financial Year ending March 31, 2024.

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 (the ‘Act') and SEBI Listing Regulations.

As of March 31, 2024, the Board of the Company comprises of 7 Directors out of which 1 is Managing Director, 2 are Executive Directors, 1 is Non-Executive Non-Independent Director and 3 are Independent Directors as mentioned below:

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation. A proposal for re-appointment of Mrs. Leena Prashant Salvi, retiring director, as (Non-Executive Non-Independent Director) & Mr. Shrikant Nibandhe retiring director, as Executive Director and Chief Financial Officer ("CFO") of the Company shall be placed before the shareholders of the Company at the ensuing Annual General Meeting as per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

Your directors recommend their approval.

The Company has duly complied with the definition of ‘Independence' according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Company's code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

a) Evaluation by Independent Director

In a separate meeting of Independent Directors held on February 08, 2024, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of executive director.

b) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(7A) of the Listing Regulations:

During F.Y.2022-2023, the Company issued and allotted 18,20,973 equity shares of INR. 10/- each at an issue price of INR. 111.16/- per equity share, aggregating to INR. 20,24,19,359 (including securities premium of INR. 101.16/- Per Share) on October 19, 2022.

The aforesaid issuance of equity shares was made to Promoter and Non-Promoter category Individuals in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2023. The aforementioned funds were raised to meet the long-term working capital requirements and to reduce finance cost of the Company and the funds were utilized for the said object only and there was no deviation(s) or variation(s) in the use of proceeds.

The said funds were fully utilized during the financial year under review (i.e., 2023-2024).

c) Disqualification of Directors:

During the financial year 2023-2024 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies

(Appointment and Qualification of Directors) Rules, 2014. Further the Company has also taken a certificate of non-disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) which is enclosed with the annual report.

d) MD / WTD DRAWS COMMISSION FROM CO, AND ALSO DRAWS REMUNERATION OR COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY

Neither the Managing Director nor the Whole Time Directors of the Company have drawn any remuneration/ commission from the subsidiary companies of the Company. Hence disclosure pursuant to provisions of

Section 197(14) of the Companies Act, 2013 is not applicable for financial year 2023-2024.

3. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES a) Board Meetings:

During the year under review the Board of Directors met four times at their meeting held on May 30, 2023, August 10, 2023, November 13, 2023, & February 08, 2024.

Gap between two Board meetings during the year under review did not exceed one hundred and twenty days. A requisite quorum was present for all the meetings.

The attendance of the Board members at the Board meetings held during the year is as follows:

b) Audit Committee:

The Audit Committee of Board of Directors is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation and there was no change in the composition of the audit committee during the financial year under review.

The Audit Committee Comprises of:

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary of the Company acts as a secretary to the Committee.

The Audit Committee met four times during the financial year ended on March 31, 2024, at their meeting held May

30, 2023, August 10, 2023, November 13, 2023, & February 08, 2024.

The attendance of the members at the Audit committee meetings held during the year is as follows:

During the financial year under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

c) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Board of Directors is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the said section and Regulation and there was no change in the composition of the nomination & remuneration committee during the financial year under review.

The Nomination & Remuneration Committee comprises of:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a

Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://www.ttspl.in/investor-relation/

The Nomination & Remuneration Committee met 2 times during the financial year ended on March 31, 2024, at their meeting held on August 10, 2023 & February 08, 2024.

The attendance of the members at the Nomination & Remuneration committee meetings held during the year is as follows:

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Stakeholder Relationship Committee is in conformity with the provisions of the said section and Regulation and there was no change in the composition of the

Stakeholder Relationship Committee during the financial year under review.

The Stakeholder & Relationship Committee comprises of:

The Company Secretary of the Company acts as the Secretary of the Stakeholders' Relationship Committee.

The Stakeholders' Relationship Committee met 2 times during the financial year ended on March 31, 2024, at their meeting held on October 31, 2023 & February 08, 2024.

The attendance of the members at the Stakeholders' Relationship Committee meetings held during the year is as follows:

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on February 08, 2024, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

• Review the performance of non-independent directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and assess the quality, quantity, and timeliness of flow of information between the

Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also It provides direct access to the employees of the Company to approach the Compliance

Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle-blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The said policy is also available on the website of the Company at https://ttspl.in/wp-content/uploads/2022/08/Vigil-Mechanism-min.pdf

The Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company. The CSR policy is available on the website of the Company https://www.ttspl.in/investor-relation/ The Company undertakes one or more activities which fall within the provisions of Schedule VII of the Act.

During the year, the Company was required to spend an amount of INR 24,49,192/- on CSR activities and the Company has spent an amount of INR 23,00,000/- during the year and an amount of INR. 98,192/-was transferred to Prime Minister's National Relief Fund on May 13, 2024 and INR 51,000/- was transferred to Prime Minister's National Relief Fund on August 08, 2024.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act'), is annexed to this report as "Annexure II" to this Report.

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

The manner in which the evaluation has been carried out has been explained below:

• Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman by the Nomination and Remuneration committee as per the structured mechanism who were evaluated on following parameters / criteria:

• Participation and contribution by a director,

• Commitment (including guidance provided to senior management outside of Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

Integrity and maintenance of confidentiality,

Independence of behavior and judgment,

• Observance of Code of Conduct, and

Impact and influence

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self -assessment test conducted by; the Indian Institute of Corporate Affairs the in accordance with the provisions of Section 150 of the Act.

4. AUDITORS OF THE COMPANY:

a) Statutory Auditors:

During the financial year under review M/s S C M K & Co. LLP resigned as the statutory auditor of the Company w.e.f. August 11, 2023.

Accordingly, pursuant to the provisions of Section 140 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014; M/s S R B C & Co. LLP, Chartered Accountants (Firm Registration Number: 324982E/ E300003), were appointed as the statutory auditor of the Company vide resolution passed by the shareholders at the 28^th annual general meeting of the Company, held on September 25, 2023; for a term of 5 years to hold office from the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting. They continue to be the auditors of the Company.

b) Observations of Statutory auditors on accounts for the year ended March 31, 2024:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Reporting of frauds by statutory auditors under Section 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

d) Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain a Secretarial Audit Report from a Practicing Company Secretary.

Accordingly, M/s. Mishra & Associates, Practicing Company Secretaries were appointed as a secretarial auditor by the Board on May 30, 2024, to issue Secretarial Audit Report for the financial year 2023-2024.

Secretarial Audit Report issued by M/s. Mishra & Associates in Form MR-3 for the financial year 2023-2024 dated

May 27, 2024, forms part of this report.

The replies to the comments of Secretarial Auditors in Auditors Report are as follows:

Further, in compliance to Regulation 24A of Listing Regulations, M/s Oneworld Logistics India Private Limited; the material unlisted subsidiaries of the Company have undertaken the secretarial audit for the financial year 2023-2024.

The Secretarial audit reports of the material unlisted subsidiary is appended with the annual report of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the

Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 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.

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, the Board has on May 30, 2023, appointed M/s. NMJ & Associates, Chartered Accountants as Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2023-2024.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and company's operation in future.

The Company has a risk management framework in place for identification and management of risks including to identify, assess, monitor, and mitigate various risks to key business objectives Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that: a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as March 31, 2024, and of the profit/loss of the Company for that year, c. proper and sufficient care was taken 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. the annual accounts of the Company have been prepared on a going concern basis, e. They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and, f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively,

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2023-2024.

• No. of Complaints Received: Nil

• No. of Complaints Disposed of: Nil

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the

District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

There was no instance of a one-time settlement with any Bank or Financial Institution.

The Company is in compliance with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are given in "Annexure III" to this Report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format are appended as Annexure IV to this report.

Further the Company has no employee who is in receipt of remuneration of either:

1. Rs. 8,50,000 /- per month or INR 1,02,00,000/- per annum or

2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director of the Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the equity shares of the Company

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as "Annexure V."

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status.

Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during the financial year 2023-2024.

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors.

The policy is available on the website at https://ttspl.in/wp-content/uploads/2022/08/Making-Payments-to-Non-Executive-Directors-min.pdf

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the

Corporate Governance Report for the financial year 2023-2024 is enclosed with the annual report.

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

The Board has in consultation with the Stakeholder's Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company's Website and stipulated communications to the Stock Exchange where the Company's shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company's Policies etc.

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people's attention are currently underway. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31, 2024, there were a total of 384 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

The Company has a website addressed as www.ttspl.in. Website contains the basic information about the Company

- details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates is not applicable to the Company during the financial year 2023-2024 pursuant to Section 67(3) of the Companies Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.

The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate Governance report.

x. Indian Accounting Standards– IFRS Converge Standards: notification The Ministry of Corporate Affairs vide its dated 16th February 2015 notified under Section 133 of the

Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said

your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

The Equity shares of the Company listed on the Main Board of National Stock Exchange of India Limited (NSE).

Your Company's equity shares are in Demat form. The Company has appointed Central Depository Services India

Limited (CDSL) as designated depository to the Company.

Your Company has a long list of Awards and Recognition during its long legacy of three decades. The Company has been felicitated at various forums by valuable stakeholders in the business.

Total Transport Systems Limited have listed its equity shares on the Main Board of National Stock Exchange of India Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2023-2024 and 2024-2025.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

(Information in respect of each subsidiary/ Associate Companies/ Joint Venture Companies to be presented with amounts in Rs)

1. Names of subsidiaries which are yet to commence operations: Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year: Not Applicable

1. Brief outline on Corporate Social Responsibility Policy of the Company:

In compliance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has framed a CSR Policy which is uploaded on the website of the Company at https://www.ttspl.in/investor-relation/ The guidelines for the Corporate Social Responsibility are outlined in the Policy.

2. Composition of CSR Committee: Not Applicable.

3. Provide the web-link(s) where the Composition of the CSR Committee, CSR Policy, and CSR Projects approved by the board are disclosed on the website of company: https://www.ttspl.in/investor-relation/

4. Provide the executive summary along with web link (s) of the Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable

6. (a) Average net profit of the company as per sub-section (5) of section 135: INR 12,24,59,621/-

(b) Two percent of the average net profit of the company as per sub-section (5) of section 135: INR 24,49,192/-(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Not Applicable

(d) Amount required to be set-off for the financial year, if any: Not Applicable (e) Total CSR obligation for the financial year [(b)+(c) -(d)]: INR 24,49,192/-

7. (a) CSR amount spent or unspent for the Financial Year:

(b) Details of CSR amount spent against Ongoing Projects for the F.Y. 2023-2024: Not Applicable

INR 24,49,192/-

(c) Amount spent in Administrative Overheads: Nil (d) Amount spent on Impact Assessment, if applicable: Nil

(e) Total amount spent for the Financial Year [(a)+(b) +(c) +(d)]: INR 24,49,192/-

(f) Excess amount for set off, if any: Nil

8. Details of CSR amount spent/ unspent for the preceding three financial years:

9. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No (a) Date of creation or acquisition of the capital asset(s): Not Applicable (b) Amount of CSR spent for creation or acquisition of capital asset: Not Applicable

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: Not Applicable

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): Not Applicable Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Not Applicable

135(5): Not Applicable

(a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the

Financial Year ending March 31, 2024, and

(b) The Percentage Increase in Remuneration of Each Director, Chief Financial Officer and Company Secretary during the Financial Year ending on March 31, 2024.

1. The percentage increase in the median remuneration of employees in the financial year 2023-2024 is -2.21% 2. The number of permanent employees on the rolls of the Company in the financial year 2023-24 is 384 3. Average remuneration increases for non - managerial personnel of the Company during the financial year was 17% Remuneration increase is depending on the Company's performance, individual performance level and also market benchmarks.

4. It is hereby affirmed that that the remuneration paid is as per the remuneration policy of the Company.