Directors Report of Deccan Transcon Leasing Ltd.

Mar 31, 2024

The Directors have pleasure in submitting their 17th Annual Report on the business and operations of the
Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31,
2024.

FINANCIAL RESULTS

Financial Results of the Company for the year under review along with the figures for previous year are as
follows:

(In lakhs)

Particulars	Stanaalone		consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	7,711.81	9,897.22	15,255.71	17,959.66
Add: Other Income	76.06	61.66	108.06	88.18
Total Income	7,787.87	9,958.87	15,363.76	118,047.84
Profit/Loss before Interest, Depreciation & Tax	1,219.24	900.41	1,904.13	1,208.39
Less: Interest	299.92	182.00	307.40	188.40
Depreciation	167.57	128.92	184.43	136.36
Add/Less: Share of Profit in Associate & Joint Venture(Net)	-	-	128.32	142.61
Profit/Loss before Tax	751.75	589.49	1,412.30	1,026.23
Less: Previous year adjustment	-	-
Provision for current year income-tax and Deferred Tax	195.27	154.18	358.72	219.94
Profit /Loss for the year	556.48	435.31	1,181.89	806.29
Other Comprehensive Income/Loss	-	-
Total Income /Loss for the year	556.48	435.31	1,181.89	806.29
Earning per share
-Basic	3.24	2.58	6.87	4.78
-Diluted	3.24	2.58	6.87	4.78

REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS

Consolidated Revenue of the company from operations was Rs. 15,255.71 Lakhs in FY 2023-24 which was
15.06% lower than the revenue of Rs. 17,959.66 Lakhs in FY 2022-23.

The consolidated EBITDA margin was at 12.48% in FY 2023-24 as compared to 6.73% in FY 2022-23. EBIT
Margin stood at 10.47% in FY 2023-24 as compared to 5.68% for FY 2022-23. Profit for the period (including
share of associates) stood at Rs. 1,181.89 Lakhs in FY 2023-24 as compared to a profit of Rs. 806.29 in FY
2022-23.

Standalone Revenue from operations was Rs. 7,711.81 Lakhs in FY 2023-24 which was 22.08% lower than
the revenue of Rs. 9,897.22 Lakhs in FY 2022-23. The profit before and after tax for FY 2023-24 were Rs.
751.75 Lakhs and Rs. 556.48 Lakhs, respectively as compared to profit before and after tax of Rs. 589.49
Lakhs and Rs. 435.31 Lakhs, respectively for FY 2022-23.

DIVIDEND

During the fiscal year under review, the Board of Directors did not recommend any interim dividend.
TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2023-24 in the distributable
retained earnings.

SHARE CAPITAL

During the year under review, the issued, subscribed, and paid-up equity share capital of the Company as of
31st March 2023 was 22,00,000 equity shares at Rs. 10.00/- each. Subsequently, on 24th January 2024,
1,46,66,667 bonus shares at Rs. 10.00/- each were issued. Additionally, on 06th February 2024, 3,32,781
equity shares at Rs. 10.00/- each were issued through preferential allotment in a private placement. As of 31st
March 2024, the issued, subscribed, and paid-up equity share capital stands at 1,71,99,448 equity shares at
Rs. 10.00/- each."

DEPOSITS

During the year under review, Company neither invited nor accepted any deposit within the meaning of
Section 73 of the Companies Act, 2013, and rules made thereunder.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The company has one subsidiary, one associate company and one step down associate as at March 31, 2024:

Deccan Shipping & Logistics SDN.BHD (Malaysia) - Subsidiary Company
King Star Freight Private Limited - Associate Company
Deccan Orient Line Company Limited - Step Down Associate

A report on highlights of performance and their contribution to the overall performance of the Company as
per Companies Act, 2013 is provided in the prescribed format Form AOC-1. The policy for determining
material subsidiaries as approved may be accessed on the company’s website at the link:
www.deccantrans.com

The Company does not have any joint venture.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in nature of Business of Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Three Non-Executive and Independent Directors, Mrs. Venkata Naga Lavanya Kandal (DIN: 07891405), Mr.
Karat Roger Vijayan Parameshwar (DIN: 02446230), and Mr. Satyamurti Ramasundar (DIN: 00114258),
were appointed as Additional Directors during the Board meeting on February 1, 2024. These appointments
were regularized by the shareholders in the EGM held on February 2, 2024.

Director Mr. Jaidev Menon Parath (DIN: 07020583) was redesignated as Chairperson and Whole-Time
Director, while Director Karthika Menon (DIN: 2529774) and Director Shekher Miriyala (DIN: 07259907)
were redesignated as Whole-Time Directors by the Board members in their meeting held on February 1, 2024.
These redesignations were approved by the shareholders in the EGM held on February 2, 2024.

Director Rajeev Menon resigned from directorship with effect from February 1, 2024, and the resignation
was accepted. He was then appointed as the CEO of the company. Additionally, Mr. Sumit Kothari was
appointed as CFO, and Ms. Khushboo Gautam was appointed as Company Secretary and Compliance Officer
during the Board meeting held on February 1, 2024.

These appointments were made in accordance with the provisions of the Companies Act, 2013 and SEBI
regulations.

Apart from the above, there was no change in the Directors of the Company and KMP of the Company during
the year under report.

DECLARATION BY AN INDEPENDENT DIRECTOR AND STATEMENT ON COMPLIANCE OF
THE CODE OF CONDUCT

The Company has received declarations from all the Independent Directors of the Company confirming:

1. That they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149
and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and any amendment thereof.

2. That their names in the data bank of Independent Directors are maintained with the Indian Institute of
Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

3. That they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV
to the Companies Act, 2013.

4. That they are not aware of any circumstances or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties The Board is of the opinion that the
Independent Directors of the Company possess requisite qualifications, experience and expertise, are
independent of the Management and hold highest standards of integrity.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise, are independent of the Management and hold highest standards of integrity.

BOARD MEETINGS

The Company conducted 14 Board Meetings during the FY 2023-2024 on the following dates:

• April 21, 2023

• June 16, 2023

• September 26, 2023

• October 12, 2023

• October 16, 2023

• October 30, 2023

• December 7, 2023

• January 3, 2024

• January 10, 2024

• January 12, 2024

• January 22, 2024

• January 24, 2024

• February 1, 2024

• February 6, 2024

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
COMMITTEE

On February 1, 2024, the Board approved the constitution of the Audit Committee, Nomination and
Remuneration Committee & Stakeholders’ Relationship Committee as per the provisions of the Companies
Act, 2013 and SEBI LODR regulations, applicable if any.

Composition of the Audit Committee:

1. Satyamurti Ramasundar, Independent Director (Chairperson)

2. Karat Roger Vijayan Parameshwar, Independent Director (Member)

3. Jaidev Menon, Director (Member)

Composition of the Nomination and Remuneration Committee:

1. Karat Roger Vijayan Parameshwar, Independent Director (Chairperson)

2. Satyamurti Ramasundar, Independent Director (Member)

3. Jaidev Parath Menon, Director (Member)

Composition of the Stakeholders’ Relationship Committee:

1. Karat Roger Vijayan Parameshwar, Independent Director (Chairperson)

2. Satyamurti Ramasundar, Independent Director (Member); and

3. Venkata Naga Lavanya Kandala, Independent Director (Member)

The company has adopted policies to ensure adherence to the Companies Act, 2013, SEBI regulations, and
other relevant legal frameworks, promoting transparency, ethical standards, and robust governance practices
throughout the organization. This Policy is placed on the website link of the Company www.deccantrans.com

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

i. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departure;

ii. The Directors have selected such accounting policies and have applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on-going concern basis;

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

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

STATUTORY AUDITORS

M/s A D V & Associates, Chartered Accountants (Firm Registration Number: 128045W), was appointed as
Statutory Auditor of the Company at the EGM held on Saturday, January 13, 2024, to fill the casual vacancy
caused by the resignation of the previous Statutory Auditors, M/s Sanjay Murtha & Co. The appointment of
M/s A D V & Associates was effective from the conclusion of respective EGM till the conclusion of AGM
for the F.Y. 2023-2024. They will be reappointed as the Statutory Auditors of the Company for a tenure of 5
years commencing from the conclusion of the 17^th AGM of the Company until the conclusion of 22^nd AGM
of the Company to be held in the Year 2029.

As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the Statutory Auditors have
confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

The Statutory Auditors have confirmed their eligibility and submitted the certificate in writing that they are
not disqualified to hold the office of the Statutory Auditor. The report given by the Statutory Auditor on the
financial statements of the Company forms part of the Annual Report. There is no any qualification,
reservation, adverse remark or disclaimer in it .

During the year under review, the Statutory Auditors of the Company have not reported any frauds to the
Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including
rules made thereunder.

SECRETARIAL AUDITORS

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of Section
204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

COSTRECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of
India for Board and General Meetings.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the
Company as on March 31, 2024 will be uploaded on the website link of the Company at
www.deccantrans.com

RELATED PARTY TRANSACTION

All contracts/arrangements/ transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on arm’s length basis and prior approval of the Board was sought
for entering into related party transactions. The details are provided in Form AOC-2 which is annexed and
forms part of this Report

The Board has formulated and adopted a Related Party Transactions Policy for the purpose of identification,
monitoring and reporting related party transactions. The policy is available on Company’s website at
www.deccantrans.com

MATERIAL CHANGES, IF ANY

On January 24, 2024, the Board proposed, and on January 31, 2024, shareholders approved the conversion of
the company from private to public status. The Ministry of Corporate Affairs, through the Registrar of
Companies, approved the change, and the company''s name was officially changed to DECCAN TRANSCON
LEASING LIMITED effective from March 27, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT/
TRIBUNALS

No Significant and material orders were passed by the regulators or courts or tribunals during the financial
year 2023-24 impacting the going concern status and company operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace and has in place an Internal Complaint
Committee to redress the complaints and circumstances regarding the behavior of sexual harassment at
workplace. The Policy for the same is framed for the benefit of its employees. There were no complaints
received from any employee during the year under review.

Details of the total reported and closed cases pertaining to incidents under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

• Number of cases reported during the year: Nil

• Number of cases closed during the year: Nil

• Numbers of cases open as on March 31, 2024: Nil

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

During the year under review, the Company has not given any loans, guarantees or investments covered under
the provisions of section 186 of the Companies Act, 2013.

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

Particulars relating to conservation of energy and technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3) (m) of the Companies Act, read along with Rule 8 of the Companies
(Accounts) Rules, 2014 is as follows

• Conservation of Energy

(i) the Steps taken or impact on Conservation of energy: -

Not applicable to Your Company.

(ii) the steps taken by the company for utilizing alternate sources of energy:

Nil

(iii) the capital investment on energy conservation equipment(s): Nil

• Technology Absorption

(i) the efforts made towards technology absorption - Nil.

(ii) the benefits derived like product improvement, cost reduction, product
development or import substitution: - Nil.

(iii) in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year: Nil

(a) The details of technology imported.

(b) The year of import

(c) Whether technology been fully absorbed

(d) If not fully absorbed areas where absorption has not taken place, and
the reasons thereof.

(iv) the expenditure incurred on Research and Development: Nil
• Foreign Exchange Earnings and outgo on Standalone Basis

During the FY 2023-24, the total foreign exchange used is as follows

1. Export Ocean Freight Earnings Rs. 2,191.61 Lakhs.

2. Export Ocean Expenses Rs. 2,002.62 Lakhs.

3. Total Foreign Exchange Gain/(loss) is Rs. 58.98 Lakhs.

LISTING

The company is not listed on any stock exchange.

CORPORATE SOCIAL RESPONSIBILITY

On March 30, 2024, Deccan Transcon Leasing Limited donated ?16,50,000 to the Kala Sanskriti Seva
Sansthan, a registered charitable organization under PAN No. AABTD6336R. This expenditure was made
in compliance with the Corporate Social Responsibility (CSR) obligations applicable to the company under
Section 135 of the Companies Act.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls to be followed by the Company and such policies and
procedures adopted by the Company 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. The Audit Committee evaluates the internal financial control system periodically.

RISK MANAGEMENT:

Your Company maintains an adequate and effective internal control system commensurate with its size and
complexity. We believe that these internal control systems provide, among other things, a reasonable
assurance that transactions are executed with management authorization and that they are recorded in all
material respects to permit preparation of financial statements in conformity with established accounting
principles and that the assets of your Company are adequately safe guarded against significant misuse or
loss.

Your Company has in place, adequate Internal Financial Controls with reference to financial statements.
During the year, such controls were tested and no reportable material weaknesses in the design or operation
were observed.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the year under review, there was no application filed by or against the Company for corporate
insolvency process under IBC before the NCLT.

ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

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

ESOP

On 16th June 2023, the Board approved the Employee Stock Option Plan-2023 (ESOP-2023) and its
extension to eligible employees of subsidiaries and the holding company, which was later approved by
shareholders on 10th July 2023, followed by an amendment on 10th January 2024 in compliance with SEBI
regulations, and ratified by the shareholders on 13th January 2024."

The ESOP-2023 key points in brief:

• Objective: To reward employees for their dedication and contribution to the company’s goals, and to retain
key talent by motivating them to contribute to overall corporate growth and profitability.

• Eligibility: Permanent employees of the company, its subsidiaries, and holding companies, excluding
promoters and directors holding more than 10% of the company’s shares.

• Grant: Stock options will be granted to eligible employees as determined by the Compensation Committee.
The maximum number of options available is 250,000.

• Vesting: Options vest over a minimum period of 1 year and a maximum of 4 years, in equal proportions
(25% each year).

• Exercise Price: The exercise price shall not be less than the face value of the shares (INR 10 per share).

• Lock-in Period: The Compensation Committee may specify a lock-in period for shares issued after option
exercise.

• Administration: The plan is administered by the Compensation Committee, which determines eligibility,
vesting conditions, and other key elements.

• Amendments: Amendments are allowed in compliance with SEBI regulations and with prior approval from
shareholders if required.

• Taxation: The tax liability for stock options lies with the employee, and taxes are deducted as per applicable
laws.

• Confidentiality: Employees are required to maintain confidentiality about the plan.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request / grievance at the
minimum. Priority is accorded to address all the issues raised by the shareholders and provide them with a
satisfactory reply at the earliest possible time. The shareholders of the Company continue to be traded in

electronic forum and de-matenalization exists with both the depositories viz., National Securities Depository
Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received
from financial institutions, banks, Government authorities and members during the year under review. Your
Directors also wish to place on record their deep sense of appreciation for the committed services by the
Company’s executives, staff and workers.

On behalf of the Board of Directors of
DECCAN TRANSCON LEASING LTD.

Jaidev Parath Menon
Chairman & Whole Time Director
DIN:07020583

Address: Suite No. 507, 5^th Floor, Image Capital Park,

Image Garden Road, Madhapur, Hyderabad,

Shaikpet - 500081, Telengana

Date: 27.08.2024
Place: Hyderabad