Transworld Shipping Lines Ltd

Dear Members,

Your Directors are pleased to submit the 37^th Annual Report of your Company together with the Audited Financial Statements (Standalone and Consolidated) along with Auditors' Report for the financial year ended 31^st March 2025.

The financial highlights of the Company for the current year and previous year on a standalone and consolidated basis are as under:

(Rs. In Lakhs)

The financial statements (standalone and consolidated) have been prepared by the Company in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time

The Company proposes a Dividend of Rs.1.50/- (15%) for the financial year 2024-25 subject to approval of shareholders at the ensuing Annual General Meeting of the Company. The dividend will be paid to the Members whose name appear in the Register of Members as on the record date i.e. 25^th July 2025 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The total outflow will be Rs.32,936,299.50/-

Pursuant to the requirements of Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (referred as “SEBI (LODR) Regulations, 2015') the Board of Directors have adopted a Dividend Distribution Policy and Dividend recommended for FY 2024-25 is in accordance with the said Policy. The said Policy is available on the Company's website and the web-link of the same is mentioned in the Report on Corporate Governance.

The Company's total paid up Equity Share Capital continues to stand at Rs. 21,95,75,330/- as on 31^st March 2025 comprising of 2,19,57,533 nos. of Equity Shares of face value of Rs. 10/- each. During the year, the Company has not issued any shares or convertible securities. The Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.

The Company consistently maintained a positive cash balance throughout the year ended 31^st March 2025. It covers daily financial needs with operational cash flow and regularly monitors forecasts to ensure adequate liquidity. Excess cash is held as cash and cash equivalents or invested in interest-bearing term deposits and highly marketable debt instruments to maximize returns while ensuring liquidity to meet its liabilities.

The Company's current fleet stands 12 vessels (with a total capacity of 2,79,962 MT GRT and 3,62,413 MT DWT) comprising 10 container vessels (22,046 TEUs) and 2 dry bulk vessels (69,402 MT DWT), being India's one of the largest container tonnage owning Company. The current container ship tonnages are rightly sized and priced to suit the coastal trade. A detailed fleet profile forms part of this Annual Report.

The shipping market in FY 2024-25 continued to experience volatility, though with some signs of stabilization compared to the pronounced disruptions of the previous year. The imbalance between supply and demand persisted, albeit at a moderated pace, as the after-effects of fleet overexpansion in 2023 continued to ripple through the market. The Shanghai Containerized Freight Index (SCFI) surged over 150% YoY, fueled by early shipments ahead of U.S. tariffs on China. Global container volumes rose 5.1% to 210M TEU, with Asia-North America and Asia-Europe routes up 15.2% and 6.8%, respectively. Suez Canal disruptions forced rerouting via the Cape of Good Hope, tightening effective capacity. By October 2024, Asia-Europe fleet deployment jumped 27% to 7.4M TEU, constraining overall fleet growth. Dry Bulk fleet is expected to grow 5.2% between end 2024 and end 2026.

As reported last year, our vessel M.V. SSL Brahmaputra had experienced an Engine Room fire on 1^st January 2024 at the Gujarat coast enroute to Jebel Ali-Sohar, UAE. All crew members were safe and no pollution was reported. The vessel was taken out of operation for repairs. The incident was promptly reported to insurers. Repairs were completed at Jebel Ali by 9^th April 2024, after which the vessel was returned to the Charterers. There has been six cargo claims brought on vessel M.V. SSL Brahmaputra . These matters are currently pending before the relevant courts. The Company does not expect any liability to arise from these potential cargo claims, as it is adequately insured against such risks. The details are included in this Report and Financial Statements.

In recognition of the sound financial health and disciplined approach to risk management, CRISIL Ratings Limited has reaffirmed the long-term credit rating at 'CRISIL A-/Stable' for the long-term bank facilities.

During the financial year, the name of the Company was changed from “Shreyas Shipping and Logistics Limited” to “Transworld Shipping Lines Limited” with effect from 23^rd September 2024, following the necessary approvals. Consequently, the Memorandum of Association and Articles of Association of the Company were amended.

The Company has incorporated a Wholly Owned Subsidiary, namely “Transworld Sea-Connect IFSC Private Limited”, on 4^th September 2024 and is duly registered with the International Financial Services Centre Authority in GIFT City, Gujarat, The said entity shall carry on the business as an International Financial Services Centre (IFSC) unit in accordance with International Financial Services Centres Authority (IFSCA) Act, 2019 and any other applicable laws and regulations.

The Company adheres to ethical principles and strives to generate positive societal impact. Its business practices extend beyond profitability, prioritizing the interests of stakeholders, including employees, clients, communities, and the environment.

During the financial year, the Board of Directors of the Company reconstituted the Corporate Social Responsibility (CSR) Committee to effectively steer and oversee the Company's CSR initiatives. The reconstituted CSR Committee currently comprises of Ms. Anisha V Ramakrishnan (Chairperson), Mr. Ramakrishnan Sivaswamy Iyer (Executive Chairman), Mr. Ajit George Paul (Independent Director), Mr. Ritesh S. Ramakrishnan (Non-Executive, NonIndependent Director) and Ms. Sangeeta Kapil Jit Singh (Independent Director). The members of the Committee met twice during the year.

The Company has adopted a CSR policy in line with the requirement of the Companies Act 2013. The CSR Policy is also available on the website of the Company and the web-link of the same is mentioned in the Report on Corporate Governance.

The Annual report on CSR activities and expenditure as required under the relevant act is annexed to this Report. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Membership No. 003990S/S200018) were appointed as the Statutory Auditors of the Company for term of five (5) consecutive years commencing from the conclusion of 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting (AGM) to be held in the calendar year 2027.

M/s. PKF Sridhar & Santhanam LLP have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Statutory Auditors of the Company, M/s. PKF Sridhar & Santhanam LLP have issued the Audit Report with modified opinion on the Audited Financial Results of the Company (Standalone and Consolidated) for the year ended 31^st March 2025. The report given by the Statutory Auditors on the financial statements of the Company is part of this Report.

Attention is invited to note no. 6 to the Statement which explains the Group's basis for recording the reimbursement claim on cost of repairs and loss adjustment expenditure resulting from a fire inside at its vessel MV. SSL Brahmaputra in earlier reporting periods. Pending receipt of approvals on acceptance of claim, we believe that the insurance claim income should have been recognised only upon acknowledgement of liability by the insurers. Our opinion on the consolidated financial results for the quarter and year ended 31^st March 2024 and our conclusion in the review report for the quarters and year to date ended 30^th June 2024, 30^th September 2024 and 31^st December 2024 were accordingly qualified.

During the quarter and year ended 31^st March 2025, consequent to receipt of final survey report and as a matter of prudence, pending discussion / submission of additional documentation and final general loss adjustment by average adjuster, the Group has reversed insurance claim recoverable of Rs. 1,341 lakhs not yet approved. Had the income against the insurance claim been recognised during the year ended 31^st March 2025 upon receipt of final survey report instead of year ended 31^st March 2024, the net profit after tax and total comprehensive income for the year ended 31^st March 2025 would have increased by Rs. 3,089 lakhs, earnings per share for the year would have been Rs. 29.50. Our opinion is modified in this regard. As there would not be any change to the shareholders' funds and other current financial assets balance reported as on 31^st March 2025, our opinion is not modified in this regard.

One of its vessels MV "SSL Brahmaputra" met with fire onboard on 01^st January 2024 and the Group had charged the cost of repairs and estimated loss adjustment expenditure incurred upto 31^st March, 2024 of Rs. 3,430 lakhs (including towing charges) to statement of profit and loss as an exceptional item. On the basis of management's assessment, duly supported by an Initial Survey Report of an independent expert, the Group had recognised the corresponding insurance claim of Rs. 3,089 lakhs. It was subject matter of auditors qualification for results for the quarter and year ended 31^st March 2024.

During the quarter and year ended 31^st March 2025, consequent to receipt of final survey report and as a matter of prudence, pending discussion / submission of additional documentation and final general loss adjustment by average adjuster, the Group has reversed insurance claim recoverable of Rs. 1,341 lakhs not yet approved. The claim amount will be finalised after final report of average adjuster is received and submitted to insurance company for final settlement of claim.

The auditors have modified their review report since the claim receivable was accounted is previous periods instead of current quarter. However, there is no change in Networth and Total Assets as on 31^st March 2025.

The Auditors' Report is enclosed with the financial statements forming part of the Annual Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s V.M. Kundaliya & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended on 31^st March 2025.

The Secretarial Auditors' Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors' Report is annexed to this report.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated 08^th February 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. V.M. Kundaliya & Associates, Practicing Company Secretaries with the stock exchanges where shares of the Company are listed.

In compliance with Regulation 24A of the SEBI (LODR)Regulations, 2015 and Section 204 of the Companies Act, 2013 the Board at its meeting held on 27^th May 2025, based on recommendation of the Audit Committee, has approved the appointment of Mr. B. Durgaprasad Rai, Peer Reviewed Practicing Company Secretary having Certificate of Practice No. 4390, as Secretarial Auditor of the Company for a term of five consecutive financial years with effect from 1^st April 2025 to 31^st March 2030, subject to approval of the Members at the ensuing AGM.

The Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as mandated under the Companies Act, 2013.

During the year, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee any material fraud on the Company by its officers or employees under Section 143(12) of the Companies Act, 2013, the details of which need to be mentioned in Board's Report.

During the year, there have been no significant or material orders passed by any regulators, courts, or tribunals that would have an impact on the going concern status of the Company or its operations in the future.

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions (referred as the “RPT Policy”) as approved by the Board of Directors. The RPT Policy is available on the Company's website and the web-link of the same is mentioned in the Report on Corporate Governance and the same is considered for the purpose of identification and monitoring Related Party Transactions (RPTs).

During the year, the Board approved amendment to the RPT Policy at its meeting on 12^th February 2025, based on the Audit Committee's recommendation. These changes were made to incorporate the amendments to the SEBI (LODR) Regulations, 2015.

All Related Party Transactions and subsequent material modifications if any are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT on a quarterly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length. All Related Party Transactions are subject to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI (LODR) Regulations, 2015.

During the period under review, all transactions entered into by the Company with the Related Parties were at arm's length and in the ordinary course of business and adhered to the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. The contracts/arrangements/ transactions which were material, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions.

Details of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is included in this Report.

In accordance with Section 92(3) and Section 134(3)(a) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the FY 2024-25 in Form MGT-7 is available on the website of the Company at https://www.transworld.com/transworld-shipping-lines/

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 the Management Discussion and Analysis Report for the year provides a comprehensive analysis of the Company's performance, growth and outlook of the Company and its business forms part of this Report. It also covers economic factors that impacted the growth of the business during the year under review.

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel (KMP) and employees as required under Section 134 (3)(Q) and Section 197 of the Companies Act, 2013 read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year 2024-25, percentage increase in remuneration of Executive Chairman, Managing Director, Chief Executive Officer, Chief Financial Officer and the Company Secretary during the Financial Year 2024-25.

*Non-Executive Directors and Independent Directors of the Company are paid sitting fees for attending the meetings. The details of sitting fees are provided in the Corporate Governance Report based on the number of meetings attended by Non-Executive Directors and Independent Directors.

The Board, at its meeting held on 08^th August 2024 and based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the following appointments to the Board respectively:

#Capt. Ashish Chauhan has been appointed as Chief Executive Officer (Key Managerial Personnel) of the Company with effect from 09^th August 2024.

Permanent Employees on the rolls of the company as on 31^st March 2025: 50 Percentage increase in the median remuneration of employees in the financial year: 9%

Average percentage increase made in the salaries of employees (other than managerial personnel) was 9% while increase in managerial remuneration was -9.60%. Average increase in the remuneration of the employees other than Managerial Personnel is in line with the industry practice and is within the normal range.

We affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the remuneration policy of the Company.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

As per the provisions of Section 136 of the said Act, this Report and Financial Statements are being sent to the members of the Company and others entitled thereto, excluding the statement on particulars of employees required under Section 197(12) read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Members who are desirous of obtaining the said information may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

The Company is committed to maintaining the highest standards of Corporate Governance, recognizing that sound governance practices are vital to fostering trust and confidence among shareholders and all other stakeholders. Corporate governance forms the foundation for effective management and robust decision-making, promoting accountability, transparency, and ethical conduct throughout the organization.By adhering to best practices and complying with all applicable regulatory requirements, the Company aims to create a governance framework that supports long-term value creation, sustainability, and corporate integrity.

A separate report on Corporate Governance forms part of this Annual Report. This includes a certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015.

The Business Responsibility and Sustainability Report (BRSR) as per the format specified by Securities & Exchange Board of India forms part of this Annual Report.

A separate section on Environment, Social & Governance (ESG) also forms part of this Annual Report.

A Certificate of the Managing Director and Chief Financial Officer of the Company in terms of SEBI (LODR) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Details of Loans, Guarantees and Investment made by the Company under Section 186 of the Companies Act, 2013, during the financial year 2024-25 are provided in the Notes to Financial Statements.

For the financial year ended 31^st March 2025 the Company has not transferred any amount to Reserves.

As on the date of this Annual Report, the Board comprises a diverse mix of Executive and Non-Executive Directors with majority of Independent Directors. The Company has nine (9) Directors consisting of four (4) Non-Independent Directors (including 2 Whole Time Directors) and five (5) Independent Directors.

a) At the Annual General Meeting held on 19^th September 2024, Ms. Anisha V Ramakrishnan (DIN: 09263983) was re-appointed as Non-Executive Director of the Company, liable to retire by rotation, in accordance with the provisions of section 152(6) of the Companies Act, 2013.

b) In accordance with the provisions of Section 149, 152 and other applicable provisions, if any, of the Act , read with the rules made thereunder and pursuant to SEBI (LODR) Regulations, 2015, the Board of Directors at its meeting held on 27^th May 2025, on the recommendation of the Nomination and Remuneration Committee has approved and recommended the re-appointment of Mr. Ajit George Paul (DIN: 08862403) as Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 05^th January 2026 and ending on 04^th January 2031 and Mr. Ratnagiri Sivaram Krishnan (DIN: 06975736) as Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 06^th April 2026 and ending on 05^th April 2031. The Resolution seeking their re-appointment along-with their profile and other details as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI (LODR) Regulations, 2015 forms part of the Notice of 37^th Annual General Meeting.

c) Director retiring by rotation

In accordance with the provisions of Section 152 of the Act read with the Rules made thereunder and the Articles of Association of the Company, Mr. Ritesh S. Ramakrishnan, Non-Executive Non-Independent Director (DIN: 05174818) is liable to retire by rotation at the ensuing AGM and being eligible seeks re-

appointment. The Board of Directors at its meeting held on 27^th May 2025, on the recommendation of the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Ritesh S. Ramakrishnan. The Resolution seeking his re-appointment along-with his profile and other details as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI (LODR) Regulations, 2015 forms part of the Notice of 37^th Annual General Meeting.

The Board, at its meeting held on 08^th August 2024 and based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the appointment of Capt. Ashish Chauhan as Chief Executive Officer, (Key Managerial Personnel) of the Company with effect from 09^th August 2024.

The following are the Key Managerial Personnel of the Company in terms of the provisions of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as on the date of this Integrated Annual Report

• Mr. Ramakrishnan Sivaswamy Iyer, Executive Chairman

• Capt. Milind K. Patankar, Managing Director

• Capt. Ashish Chauhan, Chief Executive Officer

• Mr. Rajesh Desai, Chief Financial Officer

• Ms. Namrata Malushte, Company Secretary and Compliance Officer Declaration by Independent Directors

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The Independent Directors of the Company have given the certificate of independence to the Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent Directors of the Company.

As required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs.

Based on the declarations received from the Directors, the Board confirms that the Independent Directors fulfil the conditions specified under Schedule V of the SEBI (LODR) Regulations, 2015 and are independent of the management.

The Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees and other individual Directors which also include criteria for performance evaluation of the non-Executive directors and Executive directors. While appointing and re-appointing Independent Directors, the Board ensures that there is an appropriate balance of skills, experience and knowledge to enable the Board to discharge its functions and duties effectively.

A matrix of the skills/expertise/competencies possessed by the Board of Directors is provided in the Corporate Governance report, as mandated by SEBI (LODR) Regulations, 2015.

To ensure that all Board members are well-equipped to perform their roles effectively, the Company offers multiple opportunities for Directors to familiarize themselves with the Company, its Management, and its operations. The Company is committed to ensuring that its Directors are well-prepared to fulfill their governance roles. Through a structured orientation process, ongoing communication and training sessions, the Company supports its Directors in understanding its operations, industry landscape, and governance practices.

1. Formal Appointment Process: Independent Directors are formally briefed on their roles and responsibilities through a detailed letter of appointment. This document outlines their duties, legal obligations, and expectations.

2. Executive Overview: Executive Directors and Senior Management provide an in-depth overview of the Company's operations. This includes familiarizing new Non-Executive Directors with the Company's values, commitments, organizational structure, and the constitution of various committees.

3. Board and Committee Procedures: New Directors are introduced to the procedures and functioning of the Board and its committees. This includes an overview of board procedures, risk management strategies, and other critical governance practices.

4. Interactive Presentations: Relevant presentations are made to the Board, providing Directors with the opportunity to engage directly with Senior Management. These sessions facilitate a deeper understanding of operational and strategic issues. Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Framework for Related Party Transactions are also made available for their information.

5. Ongoing Updates: Directors are kept informed of significant developments within the Company through timely emails and updates. This ensures that they are aware of the latest changes and can make informed decisions.

Pursuant to Regulation 46 of the SEBI (LODR) Regulations, 2015, the details required are available on the website of the Company at https://www.transworld.com/transworld-shipping-lines/

In accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015, the evaluation process for the performance of the Board, its committees and individual Directors was carried out internally.

The Board of Directors undertakes a comprehensive performance evaluation process to ensure effective governance and continuous improvement. This evaluation involves soliciting input from all Directors on various criteria, including:

• Board Composition and Structure: Assessing the effectiveness and diversity of the Board's composition.

• Board Processes: Evaluating the efficiency and effectiveness of Board processes and procedures.

• Information and Functioning: Reviewing the adequacy of information provided to the Board and the overall functioning of Board meetings.

The Independent Directors conducted a thorough review of the Board and its Committees. They expressed satisfaction with the Board's functioning and appreciated the leadership of the Executive Chairman and Managing Director. The Independent Directors commended their roles in maintaining the Company's values and upholding high standards of Corporate Governance.

The performance evaluation of each Independent Director was carried out by the entire Board, excluding the Independent Director being evaluated. This approach ensures an impartial and comprehensive assessment of individual contributions and effectiveness.

The outcomes of the evaluation conducted by the Independent Directors were shared with the Board. The Board of Directors has reviewed the results and expressed their satisfaction with the findings, confirming the effectiveness of the Board's governance practices.

Pursuant to the provision of Section 178 of the Companies Act, 2013, the Company has adopted a policy for remuneration of Directors, Key Managerial Personnel and Senior Management of the company as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination and Remuneration Committee and the Board of Directors while making a selection of the candidates. The Policy on Appointment of Directors and Nomination and Remuneration Policy of the Company are available on the Company's website and the web-link of the same is mentioned in the Report on Corporate Governance.

During the year, five (5) meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report forming part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

In accordance with the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015, the Company has set up a Risk Management Committee for periodically evaluating the various risks. The Company has also adopted Risk Management Policy wherein all associated business risks are factored, identified and assessed and mitigation measures adopted. The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

The policy on Risk Management may be accessed on the website of the Company and the web-link of the same is mentioned in the Report on Corporate Governance.

The Company has established a robust internal control system that is well-suited to the nature, size, and complexity of its operations. These internal controls are designed to ensure the integrity of financial reporting, compliance with laws and regulations, and the efficiency of operations. The effectiveness of the internal control systems is routinely tested and certified by both Statutory and Internal Auditors. The internal controls encompass all key business areas and are continuously reviewed to ensure they are operating effectively. The main thrust of Internal Auditor is to test and review controls, appraisal of risks and business processes, benchmarking controls with best practices in the industry.

Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening the Company's risk management policies and systems.

During the year No reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the year.

The Company has established a comprehensive Vigil Mechanism (the Whistle Blower Policy) to encourage Directors and employees to report concerns related to unethical behavior, actual or suspected fraud, or violations of the Code of Conduct/Business Ethics. The Vigil Mechanism is designed with adequate safeguards to protect individuals who use the system from any form of victimization or retaliation.

All cases registered under the Whistle Blower Policy of the Company are to be reported to and are subject to the review of the Audit Committee. The Whistle Blower also has direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy may be accessed on the website of the Company and the web-link of the same is mentioned in the Report on Corporate Governance.

Respect and Integrity are integral to our Core Values, inherited from our Founding Father. The Company is dedicated to maintaining a safe, supportive, and friendly work environment where these values are reflected in everyday interactions. The Company is committed to ensuring a workplace free from discrimination and harassment, fostering an inclusive and respectful atmosphere for all employees.

In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has formulated and implemented a comprehensive Sexual Harassment (Prevention and Redressal) Policy.

To resolve the complaints of sexual harassment and matters connected therewith, the Company has re-constituted an Internal Complaints Committee on 12^th February 2025 with an external lady representative with requisite experience as a member of the Committee in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In order to bring in awareness in this area, the Company conducted awareness sessions for all its employees in association with Complykaro where they had to undergo an audio-visual training session post which they were awarded a Certification of Completion.

During the year ended 31^st March 2025, the Company has not received any complaints pertaining to Sexual Harassment. DEPOSITS

The Company has not accepted any deposit and as such no amount of principal and interest are outstanding as at the Balance Sheet date.

In accordance with Section 148 (1) of the Companies Act 2013 and any amendments thereto, the Company is not required to maintain cost records in respect of the activities carried on by the Company hence there is no applicability of maintaining cost records or carry out cost audit. .

Neither was any application made, nor were any proceedings pending under the Insolvency and Bankruptcy Code, 2016 in respect of the Company during or at the end of the financial year 2024-25.

The disclosures on valuation of assets as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable.

The Company has one joint venture namely Shreyas-Suzue Logistics (India) LLP. The Company holds a 50% ownership interest in this joint venture entity.

The Company has incorporated a Wholly Owned Subsidiary, namely “Transworld Sea-Connect IFSC Private Limited”, on 04^th September 2024 and is duly registered with the International Financial Services Centre Authority in GIFT City, Gujarat, The said entity shall carry on the business as an International Financial Services Centre (IFSC) unit in accordance with International Financial Services Centres Authority (IFSCA) Act, 2019 and any other applicable laws and regulations. Transworld Sea-Connect IFSC Private Limited, is yet to commence its business operations.

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the SEBI (LODR) Regulations, 2015, can be accessed on Company's website and the web-link of the same is mentioned in the Report on Corporate Governance.

The audited consolidated financial statements have been prepared which present the financial information about the Company and its Joint-venture Co., Shreyas-Suzue Logistics (India) LLP and Transworld Sea-Connect IFSC Private Limited, a wholly owned subsidiary of the Company.

The audited consolidated financial statements together with the Auditor's Report thereon forms part of the Annual Report. Pursuant to Section 129 (3) of the Act, Form AOC-1, a statement containing salient features of the financial statements of wholly owned subsidiary and joint venture of the Company is given in this Annual Report.

To the best of their knowledge and belief and according to the information and explanations obtained, the Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that appropriate accounting policies have been selected and applied consistently. 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 at the end of the financial year and of the profit of the Company for that period;

c) that proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts are prepared on a going concern basis;

e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

The Company remains committed to driving sustainability through energy efficiency and emission reduction in our operations. While the broader decarbonization of the shipping industry requires the adoption of greener fuels, the Company recognizes that its existing fleet is not yet compatible with renewable fuel alternatives, nor is the necessary infrastructure widely available. In the interim, the focus lies on enhancing energy efficiency and implementing best practices across the fleet.

All vessels in the Company's fleet operate under an approved Ship Energy Efficiency Management Plan (SEEMP) Part III, which facilitates strategic energy management and continual improvement. Onboard measures include the use of LED lighting and energy-efficient appliances, which collectively contribute to energy conservation. One of the vessels was applied with anti-fouling coating on the hull. A digital platform has been deployed to monitor and track fuel consumption in real-time. This allows for better-informed decisions around maintenance scheduling, which in turn optimizes generator usage while sailing and minimizes unnecessary fuel consumption.

The Company is proactively collaborating with partners across the maritime sector to explore and pilot alternative energy solutions, thereby supporting innovation in sustainable shipping technologies.

Since January 1, 2019, compliance with the International Maritime Organization (IMO)'s Data Collection System (DCS) has been mandatory for vessels above 5,000 gross tonnage (GT). In line with Regulation 22A of MARPOL Annex VI, the vessels report annual fuel consumption data, distance travelled, and sailing hours to the respective Flag State. This data is then verified and submitted to the IMO to support future GHG reduction policy making. The Company has established robust systems and procedures?approved by Recognized Organizations (ROs)-to ensure quality- controlled collection, storage, and transmission of relevant data, and it continues to comply with all applicable MARPOL air pollution prevention requirements.

The Company has voluntarily undertaken the quantification and disclosure of Scope 1, Scope 2, and Scope 3 greenhouse gas (GHG) emissions since FY 2021-22. This initiative ensures transparency and provides stakeholders with standardized and reliable emissions data, independently assured by a third-party auditor.

We adhere to globally recognized frameworks and standards including:

• Greenhouse Gas Protocol - for comprehensive accounting and reporting of GHG emissions.

• SASB (Sustainability Accounting Standards Board) - utilizing Marine Transportation industry-specific standards.

• GRI (Global Reporting Initiative) - for disclosing impacts on climate change, human rights, and ethics.

With the enforcement of the Energy Efficiency Existing Ship Index (EEXI) regulations from January 1, 2023, the Company has completed EEXI calculations and vessels have now been equipped with Engine Power Limitation (EPL) systems, restricting the engine's maximum power output and directly reducing carbon emissions. EPL plays a key role in reducing emissions by limiting engine power and fuel consumption, thus supporting our commitment to the IMO's decarbonization targets.

To monitor performance and compliance with the Carbon Intensity Indicator (CII) framework, the Company uses a digital analytics platform to track fuel consumption and CII trends. Operational measures such as weather routing, hull cleaning, trim and ballast optimization, and EPL have been implemented to improve efficiency. Through this proactive monitoring, the Company is able to identify underperforming vessels and implement timely corrective actions to maintain the most favorable CII ratings.

• Upgraded its vessels' IT infrastructure and security, aligning them with the latest advancements in technology and modern cybersecurity innovations. The Company's vessels are now equipped with secure satellite communication systems, latest operating systems, firewalls, intrusion detection mechanisms, and monitoring connected to onshore security operations centres. The Company has adopted next-generation endpoint protection, secure remote access protocols, and IMO-compliant cybersecurity frameworks. In addition, encrypted communication systems to dynamically mitigate risks while ensuring maritime operational continuity and regulatory compliance.

• Implemented Level 4 immutable backups for financial data, ensuring robust protection through cutting- edge cybersecurity technology. These backups cannot be altered, deleted, or encrypted even by privileged users, thus safeguarding critical financial records from ransomware, insider threats, and accidental loss. The Company's solution includes automated backup validation and seamless cloud integration, providing tamperproof data storage that supports the compliance and business continuity strategies. ^•

• IT Cybersecurity Awareness Training across the organization, tailored to the latest technology trends and cyber threat landscape. The Company's employees are trained to absorb current cyber risks, adapt to evolving attack techniques such as AI-driven phishing and deepfakes, and innovate through the use of security best practices like Zero Trust, MFA, and advanced endpoint protection. This initiative has helped foster a culture of cyber resilience where every team member contributes actively to its digital defence.

• Phishing simulation email campaigns, using state-of-the-art tools to test and improve the employees' response to realistic, AI-driven phishing threats. These simulations mirror real-world attacks, including business email compromise and credential harvesting. With adaptive scenario updates and machine learning-based behaviour analysis, the Company provides targeted feedback and just-in-time training. This initiative has strengthened the cyber resilience and embedded a proactive security culture throughout the organization.

As we continue to embrace technology and innovation, the Company remains committed to leveraging the latest

advancements to drive operational excellence and deliver value to its stakeholders.

With regards to foreign exchange earnings and outgo for the financial year 2024-2025, the position is as under:

Transfer of Unclaimed Shares to Unclaimed Suspense Account

Pursuant to Regulation 39 and Schedule V and VI of the SEBI (LODR) Regulations, 2015 the Company has transferred unclaimed shares in its Unclaimed Suspense Account details of which are given below:

Voting rights on shares lying in the Unclaimed Suspense Account shall remain frozen till the rightful owner of such shares establishes his/her title of ownership to claim the shares.

The Board's Report and Management Discussion & Analysis may contain certain statements that reflect the Company's objectives, expectations, or forecasts. These statements are forward-looking in nature, as defined by applicable securities laws and regulations. However, actual outcomes may differ materially from those expressed or implied in such forward-looking statements due to various risks and uncertainties.

The Company is under no obligation to update any forward-looking statements. Several factors, including, but not limited to, economic developments, pricing dynamics, demand-supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation, and industrial relations, could significantly influence the Company's performance and operations.

The Directors extend their heartfelt gratitude to the Company's clients, vendors, charterers, business associates, main line operators, investors, shareholders, and bankers for their unwavering support throughout the year. We are committed to building and nurturing robust relationships with each of you, grounded in mutual respect and cooperation.

Our sincere thanks also go to all employees for their hard work, dedication, and commitment. Employees enthusiasm and relentless efforts have allowed the Company to maintain its leading position in the industry, despite the increasing competition from both existing and new players.

We would also like to express our deep appreciation for the support and cooperation received from the Government of India and its various ministries and departments, including the Ministry of Ports, Shipping and Waterways, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, and the Central Board of Excise and Customs. We are also grateful to the Indian National Shipowners Association, port authorities, insurance companies, and Protection and Indemnity clubs for their continued support during the year.