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Directors Report of Lancer Container Lines Ltd.

Mar 31, 2025

It is with great pleasure that we present to you the 14^th Annual Report of Lancer Container Lines Limited, marking the conclusion
of the Financial Year ended March 31^st, 2025. This report encapsulates the Company''s operational performance and financial
accounts since our successful Initial Public Offering (IPO). The PDF Version is also available on the Company''s website: https://
lancerline.com/investor-relations#tp1-2

1. Financial Statements and Results

The Company''s financial performance for the year under review along with previous year''s figures is given here under:

	Standalone (in Lakhs)		Consolidated (in lakhs)
Particulars	Current Year 2024-25	Previous Year 2023-24	Current Year 2024-25	Previous Year 2023-24
Revenue from Operations	38,985.45	44,633.92	69,913.97	63,340.99
Other Income	1,863.03	1,313.47	1,544.71	1,343.44
Total income	40,848.48	45,947.40	71,458.68	64,684.43
Expenses	40,629.10	42,433.05	71,322.99	57,719.02
Profit Before Tax	219.38	3,514.35	135.69	6,965.41
Tax expenses	35.27	1,000.95	170.46	1,128.80
Net Profit / loss After Tax	184.11	2,513.40	(34.77)	5,836.62
Earnings Per Share (Diluted)	0.08	1.11	(0.01)	2.57
Earnings per Share (Basic)	0.08	1.11	(0.01)	2.57

# EPS numbers are in actuals.

1.1 Brief description of the Company''s working during the year on Standalone basis:

During the year under review, we would like to draw your attention to the financial performance of our Company. Our
Standalone total income for the year amounted to '' 40,848.48 Lakhs, a decrease of 11.10 % from '' 45,947.40 Lakhs
in the previous year. Similarly, our Net Profit After Tax (PAT) stood at '' 184.11 Lakhs, compared to '' 2,513.40 Lakhs in
the previous year.

The main driver behind this decline has been the elevated expenses associated with dead freight bookings and
higher slot charges, which have had a considerable adverse effect on both our revenue and profit after tax (PAT).
We are proactively developing strategies to mitigate these challenges and are committed to improving our financial
performance in the upcoming periods. We remain steadfast in our commitment to delivering value to all stakeholders
and setting new benchmarks in the logistics services industry. Our focus on innovation and growth drives us to
continuously explore new technologies and business models, ensuring we stay ahead in an ever-evolving landscape.

The Company''s financial parameters are outlined below (standalone basis): -

Â¦ Revenue stood at '' 38,985.45 Lakhs, declined by 12.66% YOY.

Â¦ EBITDA stood at '' 553.80 Lakhs, reflecting a decline of 88.89%, largely influenced by global geopolitical tensions
and elevated operating expenses. Despite these external challenges, the company remains focused on cost
optimization and operational efficiency to drive future recovery.

Â¦ Profit After Tax (PAT) stood at '' 184.11 Lakhs, representing a year-on-year decline of 92.67%. However, the
company is actively implementing strategic measures to restore profitability in the coming periods.

1.2 Brief description of the Company''s working during the year on Consolidated basis:

It is our privilege to report the consolidated financial performance of your Company for the year ended 2024-25. The
consolidated total income for the year reached Rs. 71,458.68 Lakhs, compared to '' 64,684.43 Lakhs in the previous
year, reflecting a growth of 10.47%. This positive outcome was realized despite navigating global headwinds such as
market uncertainty, global conflicts, Red-sea crises and declining freight rates. The increase was largely supported
by enhanced operational performance and disciplined cost controls, which helped mitigate the effects of lower sales
volumes. However, The Company reported a Net Loss After Tax (PAT) of '' 34.77 Lakhs, a decline from the Net Profit
of '' 5,836.62 Lakhs recorded in the previous year.

The Company''s financial parameters are outlined below (consolidated basis): -

Â¦ Revenue for the year amounted to '' 69,913.97 Lakhs, reflecting a 10.38% growth compared to '' 63,340.99 Lakhs
in the preceding year.

Â¦ EBITDA for the year stood at Rs. 1,504.37 Lakhs, reflecting a decline of 82.92% from Rs. 8,810.11 Lakhs in the
previous year, primarily due to higher operating expenses arising from increased slot chanrges and supply chain
disruptions caused by the Red Sea crisis.

Â¦ Net Loss After Tax reported at Rs. (34.77) Lakhs as compared to Rs. 5,836.62 Lakhs in previous year.

2. Transfer to Reserve

During the financial year under review, the Company has not transferred any amounts to reserves.

3. Dividend:

In order to conserve the resources for further expansion plans and operational requirements, your Directors have not
recommended any dividend for the year under review.

4. Management''s Discussion and Analysis Report:

The Management''s Discussion and Analysis Report for the year under review, prepared in accordance with Regulation 34(2)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
provided in a separate section and forms an integral part of this Annual Report.

5. Strategic Developments and New Endeavors:

The Management''s Discussion and Analysis Report provides in-depth details on business expansions and initiatives.
However, Your Company have achieved remarkable achievements and thus touched the new growths of excellence.

5.1 Acquisition of Bulkliner Logistics Limited:

To make strategic investment by way of secondary acquisition of 1,06,50,000 (One Crore Six Lakhs Fifty Thousand)
equity shares of face value of '' 10/- (Rupees Ten only) each, representing 100% of the equity share capital of Bulkliner
Logistics Limited, for an aggregate consideration not exceeding ''12,03,45,000/- (Rupees Twelve Crore Three Lakhs
Forty-Five Thousand only), at '' 11.30/- per equity share, payable by the Company a.) partly by way of cash consideration
of '' 2,26,01,163.90/- and b.) the balance of '' 9,77,43,836.10/- by way of a Share Swap through issuance of up to
23,27,232 fully paid-up equity shares of the Company, on preferential basis, in accordance with Chapter V of the SEBI
ICDR.

5.2 Strategic Shift and Structural changes in Business Operations:

The Board has made an important decision pertaining Strategic Shift & Structural Changes in Business Operations
of the company for ease of business processes and reduction in cost. The Aforesaid transaction will involve Lancer
Container Lines Limited working as the agent by leasing of its NVOCC containers to Lancia Shipping LLC, Dubai (100%
Wholly Owned Subsidiary) which will then be rotated through various ports, including Jebel Ali, facilitating more
efficient and cost-effective container management and shipment handling and because of which major revenue will be
generated through the leasing of containers. Our esteemed members of the Company approved this strategic change
through Postal Ballot conducted in this behalf, results of which were disseminated on March21^st, 2025.

6. Changes in Capital Structure / Material Changes:

6.1. Conversion of 50 Foreign Currency Convertible Bonds ("FCCB") into equity shares:

Pursuant to the conversion of remaining 50 Foreign Currency Convertible Bonds ("FCCBs") into equity shares of the
Company, each having a face value of '' 5/-, there has been a corresponding increase in the paid-up equity share capital
of your Company. In compliance with regulatory requirements and in accordance with the applicable listing norms, the
Company has obtained the requisite approval from the Stock Exchange for the listing and trading of the newly allotted
equity shares arising from such conversion. As on March 31^st, 2025, 100 % of FCCBs issued by the Company stands
converted. The particulars pertaining to the conversions happened during the year are provided below for reference:

Sr. No.	Date on which FCCBs Converted	No. of FCCBs converted into Equity Shares	Listing Approval by Stock Exchange
1.	08^th April, 2024	35	23^rd April, 2024
2.	07^th August, 2024	15	16^th August, 2024

6.2. Issue of Equity Shares towards Conversion of Outstanding Unsecured Loan through Preferential basis:

Pursuant to the resolution passed by the Board of Directors on November 29^th, 2024 and in accordance with the
approval granted by the shareholders through Postal Ballot (the results of which were declared and disseminated on
3^rd January, 2025), the Company has undertaken a Preferential Issue of up to 99,80,357 equity shares of face value '' 5/-
each. This issuance has been carried out in compliance with the applicable regulatory requirements and the provisions
of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations").
The said preferential allotment was made at an issue price of '' 42/- per equity share, towards the conversion of an
outstanding unsecured loan amounting to '' 41,91,75,000/- extended by Mr. Abdul Khalik Chataiwala.

6.3. Issuance of Equity Shares to the Shareholders of M/s. Bulkliner Logistics Limited ("BLL") through swap of shares (for
Acquisition of BLL):

Your company has completed the acquisition of Bulkliner Logistics Limited partly by way of cash consideration and
partly by way of share swap through issuance of up to 23,27,232 fully paid-up equity shares of the Company, on
preferential basis, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018 ("SEBI ICDR Regulations").

Disclosures under the Companies Act, 2013 and Listing Regulations:

7.1. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, Annual Return in MGT - 7 for the FY 2024-25 can be accessed at our website
www.lancerline.com under the tab of Investor relations > Annual Report.

7.2. Committees:

> 7.2.1. Audit Committee:

The Audit Committee of the Company is duly constituted and comprises Mr. Narayanan M. Variyam as the Chairperson
of the Committee, with Mr. Praful Jain, Ms. Ameeta Ramesh and Ms. Vijayshri Anup Krishnan serving as its esteemed
members. The Committee has been entrusted with roles, powers, and responsibilities as stipulated under Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 177 of the Companies
Act, 2013. During the financial year under review, there were no instances where the Board of Directors did not accept
any recommendation made by the Audit Committee.

The Committee met five (5) times during the year, and the meetings were held on the following dates:

Sr. No. of Meeting	Date of Audit Committee Meeting
1.	28^th May, 2024
2.	12^th August, 2024
3.	13^th November, 2024
4.	29^th November, 2024
5.	12^th February, 2025

> 7.2.2. Stakeholders'' Relationship Committee:

The Stakeholders'' Relationship Committee is composed of Mr. Narayanan M. Variyam as the Chairperson, with Ms.
Ameeta Ramesh and Ms. Vijayshri Anup Krishnan serving as members. The Committee is established to oversee
share transfer processes and address stakeholders'' grievances. During the year, the Committee convened five (5)
times, with meetings held on the following dates:

Sr. No. of Meeting	Date of Stakeholders'' Relationship Committee Meeting
1.	08^th April, 2024
2.	07^th August, 2024
3.	01^st October, 2024
4.	29^th November, 2024
5.	15^th January, 2025

The Nomination and Remuneration Committee is chaired by Mr. Narayanan M. Variyam, with Ms. Ameeta Ramesh
and Ms. Vijayshri Anup Krishnan as members. The Committee is established to recommend nominations, determine
remuneration, and evaluate the performance of the Directors. During the year under review, five (5) meetings of
Nomination and Remuneration Committee were held:

Sr. No. of Meeting	Date of Nomination and Remuneration Committee Meeting
1.	10^th June, 2024
2.	01^st August, 2024
3.	12^th August, 2024
4.	1^st October, 2024
5.	12^th February, 2025

> 7.2.4. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee comprises of Mr. Abdul Khalik Chataiwala as Chairman, Mr. Praful
Jain, Mr. Narayanan M. Variyam and Ms. Vijayshri Anup Krishnan as members. As mandated under section 135 of the
Companies Act, 2013, your Company was required to spend towards CSR activities in the FY 2024-25 an amount of
'' 78,50,182 /- The details of the expenditures towards CSR activities are mentioned in CSR report annexed to this
Board Report.

During the year under review, one (1) meeting of Corporate Social Responsibility Committee was held:

Sr. No. of Meeting	Date of Corporate Social Responsibility Meeting
1.	12^th February, 2025

> 7.2.5. Risk Management Committee:

The Risk Management Committee comprises of Mr. Abdul Khalik Chataiwala as Chairman, Mr. Praful Jain and Ms.
Vijayshri Anup Krishnan as its members. The committee is constituted and a Policy on Risk Management is adopted
in accordance with Regulation 21 of the Listing Regulations, the same is not applicable on your Company, as the
Company stands at 1424^th number determined as per the Market Capitalization. The Company holds privilege of being
a Top 2000 Listed Entity on the charts of Bombay Stock Exchange. During the year under review, one (1) meeting of
Risk Management Committee was held:

Sr. No. of Meeting	Date of Risk Management Committee Meeting
1.	12^th August, 2024

*All committee are re-constituted in pursuance of expiry of tenure of Mr. Suresh Babu Sankara, former Independent
Director of the Company w. e. f. 23^rd June, 2025.

> 7.2.6. Independent Directors Committee:

As required under Clause VII (1) of Schedule 4 to the Companies Act 2013, a meeting of the Independent Directors
held without the presence of Non-Independent Directors and members of the management, thereby ensuring a free
and impartial environment for the Independent Directors to discuss matters pertaining to the overall functioning and
performance of the Board, as well as to evaluate the quality, quantity, and timeliness of information received from the
management.

Sr. No. of Meeting	Date of Independent Director Meeting
1.	13^th November, 2024
2.	12^th February, 2025

7.3. Board Meetings:

The Board of Directors met 11 times during the year as follows: -

\|sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	08-04-2024	6	5
2	28-05-2024	6	4
3	10-06-2024	6	4
4	01-08-2024	6	3
5	07-08-2024	6	3
6	12-08-2024	6	6
7	01-10-2024	6	3
8	13-11-2024	6	6
9	29-11-2024	6	4
10	15-01-2025	6	3
11	12-02-2025	6	5

7.4. Details of Directors and Key Managerial Personnel:

The Board of Directors & Key Managerial Personnel as on March 31^st, 2025 comprised of the following:

Sr. No.	Name of Directors & Key Managerial Personnel	DIN/PAN	Category & Designation	No. of shares held as on March 31, 2025
1	Mr. Abdul Khalik Abdul Kadar Chataiwala	01942246	Chairman & Managing Director	8,90,72098
2	Mr. Praful Jain	08000808	Whole-Time Director	80,714
3	Mr. Sumit Sunil Sadh*	02757766	Whole-Time Director	Nil
4	Ms. Ameeta Ramesh	03368136	Non-Executive - Independent Director	Nil
5	Mr. Narayanan Moolanghat Variyam	08109682	Non-Executive - Independent Director	Nil
6	Mr. Suresh Babu Sankara*	02154784	Non-Executive - Independent Director	600
7	Mr. Manoj Kumar Sharma*	BPAPS1299R	Chief Financial Officer	Nil
8	Ms. Miti Tailong*	AJGPT2650L	Company Secretary and Compliance Officer	13,452
9	Ms. Shruthi Rajiv Nair*	BFEPP2549M	Chief Executive Officer	2073

Note: - Changes in Directors & Key Managerial Personnel during / after the Financial Year 2024-25:

â¢ Mr. Manoj Sharma has been appointed as the Chief Financial Officer (CFO) of your Company, effective from
August 1^st, 2024 in place of Ms. Ranjana Sandeep Shinde, who tendered her Resignation from the post of CFO
effective from August1^st, 2024.

â¢ Mr. Amol Mohan Shirke tendered his resignation from the office of Whole-time Director w. e. f. January 1^st, 2025.

â¢ Mr. Sumit Sunil Sadh was appointed as an Additional-Executive Director w. e. f. February 12^th, 2025. Postal Ballot
for regularization of Mr. Sumit Sunil Sadh was conducted and he is designated as Whole-time Director of your
Company and the result of Postal Ballot was declared on March 21^st, 2025. Ms. Shruthi Rajiv Nair has resigned
from the office of Chief Executive Officer (CEO) with effect from June 23^rd, 2025, Mr. Sumit Sunil Sadh, existing
Whole-time Director has been duly appointed as the CEO of the Company with effect from June 24^th, 2025.

â¢ The 2^nd tenure of Mr. Suresh Babu Sankara for 5 years as an Independent Director has expired w. e. f.
June 23^rd, 2025, hence, Ms. Vijayshri Anup Krishnan is appointed w. e. f. June 24^th, 2025 to fill the vacancy for
the office of Independent Director. In accordance with the relevant provisions Companies Act, 2013 and the
Listing Regulations, the regularization of Ms. Vijayshri Anup Krishnan is subject to the approval of members of
the Company.

â¢ Ms. Miti Tailong has tendered her resignation from the position of Company Secretary and Compliance Officer
of the Company with effect from July 24^th , 2025.

7.5. Related Party Transactions:

All Related Party Transactions (RPTs), along with any subsequent modifications, are submitted to the Audit Committee
for review and approval. For transactions that are repetitive in nature or conducted in the ordinary course of business
at arm''s length, prior omnibus approval is obtained on a half-yearly basis. Additionally, all RPTs undergo independent
review and verification by the Statutory Auditors of the Company to ensure compliance with applicable regulations.

During the period under review, all transactions entered into by the Company with the RPTs were at arm''s length
and ordinary course of business and adhered to all applicable provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015. There were no materially significant related party transactions made by your Company with
Promoters, Directors or Key Managerial Personnel, etc. which had a potential conflict of interest and which are not
disclosed to and approved by the Audit Committee.

Given that the Company does not have any material RPTs to report pursuant to section 134 (3)(h) of the Companies
Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided.

All Related Party transaction are uploaded on Company''s website and same has been intimated to Stock exchange for
period ended March 31^st, 2025 and the link for the same is provided below:

Sr. No.	Particulars	Link for reference
1.	RPT Policy of Lancer Container Lines Limited	https://www.lancerline.com/uploads/ investor/08434e8bae6db4a08456d349171e243e.pdf
2.	RPT submitted with the Stock Exchange (Half-	https://lancerline.com/uploads/
	year ended as on 30^th September, 2024)	investor/2aaaaf35fd1469313c4dbe374433c358.pdf
3.	RPT submitted with the Stock Exchange (Year	https://lancerline.com/uploads/
	ended as on 31^st March, 2025)	investor/1f4c346c263b8f61309a6112282b63bc.pdf

7.6. Policy on Sexual Harassment of Women at Workplace:

With a view to create safe workplace, your Company has formulated and implemented Sexual Harassment (Prevention,
Prohibition and Redressal) Policy in accordance with the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). For the purpose of handling and addressing
complaints regarding sexual harassment, your Company has constituted Internal Complaint Committee. To build
awareness in this area, your Company also conducts awareness programmes within the organisation. Below are the
details pertaining to the complaints under POSH:

Sr. No.	Particulars	Status
1	Number of complaints of sexual harassment received in the year	NIL
2	Number of complaints disposed-off during the year	NIL
3	Number of cases pending for more than ninety days	NIL

7.7. Corporate Governance Compliance:

The Company has adhered to all relevant corporate governance provisions under the Companies Act, 2013 and SEBI''s
Listing Regulations, 2015. A summary of the governance structure, practices, and required disclosures is included
in the Corporate Governance section of this Annual Report. A certificate from the M/s. Geeta Canabar & Associates,
Company Secretaries in Practice confirming governance compliances is also attached.

7.8. Adequacy of Internal Financial Controls:

Your Company has instituted internal financial control systems which are adequate for the nature of its business
and the size of its operations. The policies and procedures adopted by the Company ensure the orderly and efficient
conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection
of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial
information. The systems have been well documented and communicated. The systems are tested and audited from
time to time by the Company and internal as well as statutory auditors to ensure that the systems are reinforced on an
ongoing basis. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

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

The Internal Audit is carried out by a firm of external Chartered Accountants, M/s. Ganesh Natarajan and Associates,
and covers all departments. M/s. Ganesh Natarajan and Associates report the Audit Committee in their capacity.
The scope of the internal financial control system including the key business processes and selected risk areas to be
audited are analysed and discussed in the quarterly Audit and Board Meetings.

The Board of Directors has duly adopted a comprehensive Code of Conduct for Prevention of Insider Trading in
accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code outlines the
framework for regulating, monitoring, and reporting trading in securities of the Company by individuals who may have
access to Unpublished Price Sensitive Information (UPSI). The Code is applicable to all Directors, members of the
senior management team, and other designated employees who are likely to have access to UPSI in the normal course
of business. It aims to ensure that such individuals adhere to the highest standards of transparency and integrity, and
do not engage in trading activities that could potentially misuse such sensitive information.

The Code has been published and is accessible to all stakeholders on the Company''s official website at:
https://www.lancerline.com/uploads/investor/ba41b8311bb674e0dce3a56ce6746ed0.pdf

During the year under review, the Company has maintained strict compliance with the Code. No instances of violations
were reported, and all persons covered under the Code have confirmed adherence to its provisions, thereby reinforcing
the Company''s commitment to ethical corporate governance and regulatory compliance.

7.10 Risk Management/Risk Management Policy.

The Risk Management Policy with reference to Section 134 (3) (n) and Section 177 (4) (vii) of the Companies Act,
2013, the guidelines prescribed for risk management committee is not applicable to the Company but company
has voluntarily adopted this policy on August 12^th, 2024 which is approved by the Board Enclosed Annexure - B.
Nevertheless, the Company does assess the various risks faced by it in its various areas of operations and mitigates
them from time to time.

7.11 Structure Digital Database Compliance (Pursuant to Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015)

In order to comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations") and in the interest
of the general public, fair trading in the securities market, and the prevention of insider trading within corporates and
other entities, the Securities and Exchange Board of India (SEBI) has laid down clear rules governing the conduct
of Promoters, Directors, Key Managerial Personnel (KMP), and other Designated Persons who may have access to
Unpublished Price Sensitive Information (UPSI).

UPSI refers to information that is not publicly available but is likely to materially impact the price of securities when
disclosed. In line with the requirements under Regulation 3(5) and 3(6) of the PIT Regulations, we confirm that we have
adopted an internal software system for the maintenance of a Structured Digital Database (SDD). This system ensures
proper recording of the sharing of UPSI and provides adequate internal controls to prevent insider trading.

We hereby certify that the internal software is effectively being used for entering and maintaining details of UPSI,
thereby ensuring compliance with the PIT Regulations

. Managing the Risks of Fraud, Corruption and Unethical Business Practices:

8.1. Vigil Mechanism / Whistle-Blower Policy:

Your Company has implemented a Vigil Mechanism (Whistle Blower Policy) to enable Directors and employees to report
genuine concerns in a secure and confidential manner. This policy ensures adequate safeguards to protect whistleÂ¬
blowers from any form of victimisation and provides for direct access to the Chairperson of the Audit Committee in
appropriate or exceptional cases. The Whistle Blower Policy is available on the Company''s website at the following link:
https://lancerline.com/uploads/investor/683b5d66339902b17675e26bb3d23cb7.pdf

8.2. Code of Conduct:

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics,
integrity and transparency. More details about the Code is given in the Corporate Governance Report.

8.3. Maternity Leave Policy

In compliance with the provisions of the Maternity Benefit Act, 1961 and the Rules framed thereunder, the Company
has implemented a comprehensive Maternity Benefit Policy. The Company is committed to supporting its employees
through various life stages, including parenthood. the Company provides maternity leave to its female employees to
ensure their well-being during and after pregnancy.

Eligible female employees are entitled to paid maternity leave of up to 26 weeks for the first two children, and 12 weeks
for the third child onward, as prescribed by applicable law. Additional benefits such as flexible working arrangements,
extended unpaid leave, and support for returning mothers are also considered on a case-to-case basis, subject to
management discretion.

The Company remains committed to creating an inclusive, supportive, and family-friendly work environment that
promotes employee welfare and work-life balance.

9. Board of the Directors & Key Managerial Personnel:

9.1. Retirement by Rotation

In accordance with the provisions of Companies Act 2013 and Articles of Association of the Company, Mr. Praful Jain
(DIN: 08000808), Whole time Executive Director of the Company is liable to retire by rotation at the ensuring Annual
General Meeting of the Company and being eligible, have offered himself for re-appointment. The Board recommends
his re-appointment.

More details about the directors are either given in the Corporate Governance Report or in the Notice of the Annual
General Meeting being sent to the shareholders along with the Annual report.

9.2. Declaration of Independent Directors:

The Independent Directors have submitted declarations confirming that they meet the independence criteria as per
Section 149 of the Companies Act, 2013 and Regulation 16 of the Listing Regulations. The Company complies with the
requirement of having at least one-third of its Board comprised of Independent Directors. Their profiles are included
in the Corporate Governance Report. In the Board''s view, the Independent Directors are individuals of strong integrity,
reputation, and bring valuable expertise to the Company.

9.3. Board Evaluation:

In line with the Companies Act, 2013 and applicable provisions of the Listing Regulations, the Board conducted its
annual performance evaluation. This included assessments of the Board as a whole, individual Directors, and its
Committees. The evaluation covered aspects such as Board and Committee composition, qualifications, contributions,
interpersonal skills, and inputs provided by Directors across various areas relevant to the Company''s business.

9.4. Remuneration policy and criteria for selection of candidates for appointment as Directors, key managerial personnel
and senior leadership positions.

The Company has a Board-approved policy in place for the remuneration of Directors, Key Managerial Personnel, and
senior leadership, along with clear criteria for their selection. The policy outlines the guiding principles, approach, and
basis for determining remuneration-covering executive and non-executive Directors (through sitting fees), and Key
Managerial Personnel. The selection criteria include various factors assessed by the Nomination & Remuneration
Committee and the Board. This policy, along with the selection criteria, is available on the Company''s website at
https://lancerline.com/uploads/investor/101f3b08e9ef0432a20c49421598f467.pdf

10 Auditors & Auditors'' Report

10.1 Statutory Auditor

M/s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, was appointed as the
Statutory Auditor of the Company to hold office from the conclusion of 11th Annual General Meeting held on 30^thSeptember 2022 till the conclusion of the 16th Annual General Meeting and at a remuneration as may be mutually
agreed to, between the Board of Directors and M/ s. Praneti Yadav & Co, plus applicable taxes, out-of-pocket expenses,
travelling and other expenses.

The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

â¢ Auditors Reports and Comments thereon

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation.
The Notes on financial statements are self-explanatory and needs no further explanation.

10.2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, read with regulation 24A of SEBI LODR regulations 2015 as amended from time to time M/s.
Geeta Canabar & Associates (M No. 8702), Company Secretaries in practice, have been appointed to undertake the
Secretarial Audit of the Company.

â¢ Secretarial Audit Reports and Comments Thereon

There are no qualifications or adverse remarks in the Secretarial Auditors'' Report, which require any clarification/
explanation from board of directors or Company''s management. The Report of the Secretarial Auditor is annexed
to the Board''s Report as Annexure I.

As required under SEBI (LODR) Regulations 2015, a compliance certificate from Practicing Company Secretary
regarding compliance of conditions of Corporate Governance is annexed herewith, (Annexure II).

10.3 Cost Auditor & Cost Records

The Company is not required to appoint Cost Auditor and maintain Cost Records, as it does not fall within the purview
of Section 148 of the Companies Act, 2013 and rules made thereunder and hence it is not required to conduct Cost
Audit and maintain Cost Records.

10.4 Internal Auditor

The Company has appointed M/s. Ganesh Natarajan & Associates, Chartered Accountants bearing FRN - 141940W
as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

10.5 Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies
Act, 2013. However, there has been an instance where a fraud has been detected by the company itself at Argo
Anchor Shipping Services LLC, a Dubai-based subsidiary of Lancia Shipping LLC (a 100% Wholly owned subsidiary
of Lancer Container Lines Limited) committed by erstwhile Manager designated as CEO, Mr. Anirudh Mohan along
with Mr. Sreejith Balachandran and Mr. Reuben George (individuals associated with the operations of Argo Anchor
Shipping Services LLC). The Audit Committee and Board has noted an approximate amount of AED 89,040 involved
in the cited case. The fraud does not materially affect the Company as prescribed in Regulation 30(4) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The reporting of fraud has been duly intimated to the
Stock Exchange with enclosed details.

11 Director Responsibility Statement

The Directors'' Responsibility Statement referred to in clause 134(3)(c) of the Companies Act, 2013, states thatâ

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

b) the Directors had selected such accounting policies and 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 at the end of
the financial year and of the profit and loss of the Company for that period;

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

d) the Directors had prepared the annual accounts on a going concern basis;

e) With respect to section 134(3) (ca) there were no frauds reported by auditors under sub-section (12) of section 143
other than those which are reportable to the Central Government;

f) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

g) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

12 Compliance with Secretarial Standards:

During the financial year under review, the Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

13 Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status and Company''s operations in future.

There are no material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and
Company''s operations in future. We however bring to the attention of the members, matters which are in the nature of
disputes & their associated claims. For all the below stated matters the Company has or is in the process of refuting the
incorrect and invalid claims.

The Board confirms that there have been no material orders passed by any regulatory authorities, courts, or tribunals that
could impact the Company''s status as a going concern or affect its operations in the foreseeable future.

However, the attention of the members is drawn to certain matters currently under dispute, along with their associated
claims. The Company has taken appropriate legal steps to challenge these claims and is either in the process of contesting
or has already refuted them, as they are considered to be incorrect and without legal basis.

Sr. No.	Name of the Parties	Court of Jurisdiction	Advocate	Particulars	Current status
1	Banaras Glasses Pvt. Ltd. vs. Lancer Container Lines Limited	72 - Additional Civil Judge SD Court No 42, Lucknow	Advocate Jaiswal	R.S. 335/2018 Case filed by the shipper because Port of destination code wrongly filed in IGM ICD Chakeri instead of ICD JRY. The claim is of INR 27,41652/	24-07-2025 Application for rejection of plaint filed by Lancer.
2	Rahul Goyal (Swan International) vs. Lancer Container Lines Limited	The High Court of Delhi at New Dehli	Advocate Umesh	CM APPL. 38369/2023 This is damage case. Cargo wet due to leakage in roof top of container. Order passed against us and court directed to pay INR 6,06320/-	04-04-2025 date was given by the Court due to paucity of time
3	Lancer Container Lines Limited vs. Bharath Agro foods and others	Before the Honorable District Legal Services Authority Thoothukudi	Advocate Vijayalaxmi	50/2021 This is recovery of due amount of '' 5,14,836.10/- from the customer.	execution will be filed after the summer vacation i.e. In the month of June
4	Lancer Container Lines Limited vs. Salient Container Lines	3^rd Jt. Civil Judge, S.D. Panvel	Advocate Biju	SPL C.S/27/2023 Recovery suit for the amount of '' 17,54,646.82/-	18-06-2025 wait for court report.
5	Lancer Container Lines Limited vs. Shiv Metal Corporation & Others	Appellate Tribunal of The Customs, Ahmedabad	Advocate Jatin Shah	Penalty Impose Under Sec - 112(a), 114AA, 117 by customs as the misdeclaration of origin of cargo. The penalty amount is '' 480,000/-	Notice for the next hearing not received from the custom
6	Maxicon Container Line PTE Ltd vs. Lancer Container Line SDN BHD	Commercial Suit	Advocate Biju	suit for the amount of INR 20311221/- Plus 18% interest.	Filing for Written Statement 25.03.2025
7	Lancer Container Lines Limited vs. Apocalypse Steel Pvt. Ltd.	Judicial Magistrate at Burdwan	Advocate Saurabh	Under section 156 (3) of the Code of Criminal Procedure for threating the compliant as FIR for the offenses committed under sections 378/406/408/409/417/418/420 of the Indian Penal Code 1860;	Recovery case not yet initiated

14 Change in nature of business, if any:

There were no changes in the nature of business of the Company during financial year ending 31^st March, 2025.

15 Details of Application /Any Proceeding Pending under the Insolvency and Bankruptcy Code 2016:

Neither any application was made nor any proceeding pending under the insolvency and Bankruptcy Code 2016.

16 Details of Difference between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from Banks or financial institutions along with the reasons thereof:

The Company has timely repaid all outstanding dues to banks and financial institutions in the previous and prior financial
years. As there was no one-time settlement during the financial year 2024-25, this disclosure is not applicable for the year
under review.

17 Particulars of loans, guarantees or investments under Section 186 of Companies Act:

The Company has complied with applicable provisions of Section 186 of the Act during the Financial Year. The particulars
of loans, guarantees and investments as per Section 186 of the Act have been disclosed in the financial statements.

18. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

a) Conservation of Energy:

The Company has always been conscious of the need for conservation of energy and has been sensitive in making
progress towards this initiative. Adequate measures are always taken to ensure optimum utilization and maximum
possible saving of energy at the offices of the Company.

b) Technology Absorption:

The Company continues to adopt advanced technologies and drive innovation across its operations. Significant
investments have been made to strengthen its technological infrastructure, resulting in a scalable and efficient system.
The Company has a running EBMS system to monitor end-to-end service delivery for clients.

c) Foreign Exchange Earning and Outgo:

During the period under review the foreign exchange earnings and outflow were as follows:

Sr. No.	Particulars	Standalone (in USD)	Consolidated (in USD)
1	Foreign Exchange Earnings (Inwards)	83,06,433.70	103,30,558.86
2	Foreign Exchange Outgo (Outwards)	55,32,581.42	82,64,570.82

19. Disclosure required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

1. Ratio of the remuneration of each Director to the median remuneration of the employees for the FY 2024-25 and
percentage change in the remuneration of each Director in the FY 2024-25:

Name of the Director	Designation	Ratio of remuneration of the Director to the median remuneration****	% Increase & Decrease in Remuneration
Mr. Abdul Khalik Chataiwala¹	Chairman & Managing Director	11.95	(60)
Mr. Praful Jain	Executive Whole Time Director	12.34	6.28
Mr. Amol Mohan Shirke²	Executive Whole Time Director	7.60	(21.12)
Mr. Sumit Sadh³	Executive Whole Time Director	0.35	NA

2. Percentage increase in the remuneration of Chief Executive Officer, Chief Financial Officer and Company Secretary in
the FY 2024-25: -

Name	Designation	% Increase & Decrease in Remuneration (Per annum)
Mr. Abdul Khalik Chataiwala*	Managing Director	(60)
Mr. Praful Jain	Whole-time Director	6.28
Mr. Amol Mohan Shirke**	Whole-time Director	(21.12)
Mr. Sumit Sadh*****	Whole-time Director & CEO	NA
Ms. Ranjana Sandeep Shinde***	Chief Financial Officer	(65.32)
Mr. Manoj Sharma****	Chief Financial Officer	NA
Ms. Shruthi Rajiv Nair	Chief Executive Officer	33.12
Ms. Miti Tailong	Company Secretary and Compliance Officer	18.36

â¢ Mr. Abdul Khalik Chatiwala has been withdrawing a salary of ''3,00,000 per month since April 2024. Prior to that, from
April, 2023 to December, 2023, he was withdrawing ''10,00,000 per month. No salary was withdrawn by him during the
period from January, 2024 to March, 2024.

**Mr. Amol Shirke''s remuneration has been calculated up to December 2024, as he resigned from the position of WholeÂ¬
time Director of the Company with effect from January 1^st 2025. Accordingly, his total remuneration reflects only the
amount drawn up to December 2024. Consequently, there is a decrease of 21.12% in his remuneration compared to the
previous year, attributable to his resignation and the cessation of salary from January 2025 onwards.

***Ms. Ranjana Sandeep Shinde''s remuneration has been calculated upto July, 2024, as she resigned from the position of
the CFO of the Company with effect from August 1^st, 2024. Accordingly, her total remuneration reflects only the amount
drawn up to July, 2024. Consequently, there is a decrease of 65.32% in her remuneration compared to the previous year,
attributable to her resignation and the cessation of salary from August, 2024 onwards.

****During the period under review, Mr. Manoj Sharma was appointed as the Chief Financial Officer (Key Managerial
Personnel) of the Company with effect from August 1^st, 2024, following the resignation of Ms. Ranjana Sandeep Shinde
from the position of Chief Financial Officer with effect from the same date.

*****During the period under review, Mr. Sumit Sunil Sadh was appointed as a Director of the Company with effect from
February 12^th 2025. In the current financial year (i.e., FY 2024-25), he has also been appointed as the Chief Executive
Officer (CEO) of the Company with effect from June 23^rd 2025.

3. As on the end of FY 2024-25, the Company had 198 permanent employees on its payroll. Compared to the previous
financial year, the total salary expense increased by 27.68% (including Key Managerial Personnel).

The salary of Key Managerial Personnel (KMPs) decreased by 31% primarily due to the following reasons:

â¢ Mr. Abdul Khalik Chataiwala reduced his monthly salary withdrawal from ''10,00,000 to ''3,00,000 per month.

â¢ Ms. Ranjana Sandeep Shinde resigned from the position of Chief Financial Officer (CFO).

â¢ Mr. Amol Shirke resigned from the position of Whole-time Director (WTD).

Excluding KMPs, the salary of other employees increased by 43.22% over the previous year.

4. The median remuneration of employees of the Company increased by 1.38% in the FY 2024 - 25 compared to the
median in FY 2023-24.

5. The increment given to each individual employee is based on the employee''s potential, experience as also their
performance and contribution to the Company''s progress over a period of time and also as per market trend.

6. Average percentile change in the salaries of employees other than managerial personnel in the 2024-25 increased
by 37.95% in comparison to last year and the percentile change in the managerial remuneration decreased by 47% in
2023-24.

7. Affirmation: Remuneration paid to Directors, KMP and other employees is as per the remuneration policy of the
Company.

18 Deposits:

During the year, the Company has not accepted any deposits under Chapter V - Acceptance of Deposits by Companies under
the Companies Act, 2013.

19 Subsidiary, Associate and Joint venture:

Pursuant to Section 129(3) of the Companies Act, 2013, a summary of the key financial highlights of the Company''s
subsidiaries and joint ventures, presented in Form AOC-1, is appended to the Directors'' Report as Annexure-III and included
as part of the Company''s financial statements.

20 No Biasness Employer:

The Company is committed to maintaining a respectful and inclusive work environment, free from discrimination and
harassment, including sexual harassment. It ensures equal employment opportunities for all, irrespective of caste, religion,
gender, marital status, or color.

21 Appreciations & Acknowledgements:

The Company extends its heartfelt gratitude to its investors, banking partners, credit rating agencies, and stock exchanges
for their consistent support and cooperation. We also take this opportunity to sincerely thank our valued customers, business
partners, agents, vendors, and suppliers for their enduring association and trust in our offerings.

The Board places on record its deep appreciation for the dedication, professionalism, and commitment demonstrated by our
employees, whose efforts have been instrumental in driving the Company''s growth and achievements.

Finally, the Board of Directors conveys its sincere thanks to all members and shareholders for their unwavering confidence,
trust, and continued support in the Company''s vision and journey.

On Behalf of Board of Directors
For Lancer Container Lines Limited

Sd/-

Abdul Khalik Chataiwala
Chairman & Managing Director
DIN: 01942246

Place: Navi Mumbai
Date: 12^th August 2025

¹ Mr. Abdul Khalik Chatiwala has been withdrawing a salary of '' 3,00,000 per month since April 2024. Prior to
that, from April 2023 to December 2023, he was withdrawing '' 10,00,000 per month. No salary was withdrawn by
him during the period from January 2024 to March 2024.

â¢ ² The âRatio of Remuneration of the Director to the Median Remuneration" for Mr. Amol Shirke has been
calculated up to December 2024, as he resigned from the position of Whole-time Director of the Company with
effect from 1^st January 2025. Accordingly, his total remuneration reflects only the amount drawn up to December
2024. Consequently, there is a decrease of 21.12% in his remuneration compared to the previous year, attributable
to his resignation and the cessation of salary from January 2025 onwards.

â¢ ³ The "Ratio of Remuneration of the Director to the Median Remuneration" for Mr. Sumit Sadh has been
calculated for the period from February 2025 to March 2025, as he was appointed as Whole-time Director of the
Company with effect from February 12^th, 2025.

Mar 31, 2024

It is with great pleasure that we present to you the 13th Annual Report of Lancer Container Lines Limited, marking the conclusion of the Financial Year ended March 31,2024. This report encapsulates the Company''s operational performance and financial accounts since our successful Initial Public Offering (IPO). The PDF Version is also available on the Company''s website: https://lancerline.com/investor-relations#tp1-2

1. Financial Statements and Results

The Company''s financial performance for the year under review along with previous year''s figures is given here under:

(Amount in Rs. I akh

Particulars	Standalone		Consolidated
Particulars	Current Year 2023-24	Previous Year 2022-23	Current Year 2023-24	Previous Year 2022-23
Revenue from Operations	44,633.92	68,170.03	63,340.99	83,717.29
Other Income	1,313.47	1,108.57	1,343.44	837.84
Total income	45,947.40	69,278.60	64,684.43	84,555.13
Expenses	42,433.05	63,866.27	57,719.02	77,674.71
Profit Before Tax	3,514.35	5,412.33	6,965.41	6,880.41
Net Profit After Tax	2,513.40	3,998.89	5,836.62	5,373.70
Earning Per Share (Diluted)	1.21	1.99	2.70	2.61
Earnings per Share (Basic)	1.14	1.88	2.65	2.53

# EPS numbers are in actuals.

1.1 Brief description of the Company''s working during the year on Standalone basis.

During the year under review, we would like to draw your attention to the financial performance of our Company. Our Standalone total income for the year amounted to Rs 45,947.40 Lakh, a decrease of 33.67% from Rs 69,278.60 Lakh in the previous year. Similarly, our Net Profit After Tax (PAT) stood at Rs 2,513.40 Lakh, compared to Rs 3,998.89 Lakh in the previous year, reflecting a deflation of 37.15%

The primary factor contributing to this decline has been the reduction in freight rates, which has significantly impacted both our revenue and PAT. We are actively working on strategies to address these issues and aim to enhance our financial performance in the coming periods.

The financial parameters of the Company are as listed under: -

Â¦ Revenues at Rs 44,633.92 Lakh, declined by 34.53% YoY.

Â¦ EBIDTA Rs.4983.71 Lakh declined by 29.93 % due to higher operating expenses.

Â¦ PAT at Rs. 2,513.40 Lakh, declined by 37.15 % YoY.

1.2 Brief description of the Company''s working during the year on Consolidated basis

We are pleased to present the consolidated financial performance of your Company for the year under review. Our consolidated total income for the year amounted to Rs. 64,684.43 Lakh, reflecting a decrease from Rs. 84,555.13 Lakh in the previous year. This represents a deflation of 23.50%, primarily due to a reduction in sales volume attributed to decreased freight rates.

Despite these challenges and the prevailing economic environment, we are pleased to report that our Net Profit After Tax (PAT) stood at Rs. 5,836.62 Lakh, compared to Rs. 5,373.70 Lakh in the previous year. This signifies a commendable growth of 8.61%, highlighting our ability to enhance profitability even under difficult conditions.

The financial parameters of the Company are as listed under: -

Â¦ Revenues at Rs 63,340.99 Lakh, declined by 24.34 % YoY.

Â¦ EBIDTA Rs. 8810.10 Lakh declined by 1.67% due to higher operating expenses.

Â¦ PAT at Rs. 5,836.61 Lakh, up 8.61 % YoY.

2. Transfer to Reserve

The Net Profit after tax of Rs. 5,836.62 Lakh for the FY 23-24 have been retained in the Profit and Loss Account.

3. Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report.

4. Business Expansions & New Projects

Business Expansions and new projects detailed information is covered in the report on Management Discussion and Analysis.

5. Change in Capital Structure/ Material Changes

5.1 Conversion of 230 Foreign Currency Convertible Bonds ("FCCB") into equity shares

Consequent to the aforesaid conversion of 230 Foreign Currency Convertible Bonds ("FCCB") into Equity Shares of Rs. 5/- each, the paid-up equity capital of the Company has increased. For such converted FCCB into equity shares we have availed listing approval from the stock exchange; the details of such approval is mentioned below:

Sr. No	Date on which FCCB''s Converted	No. of FCCCB''s Converted into Equity Shares	Listing Approval by Stock Exchange
1.	12^th July, 2023	25	21^st July, 2023
2.	26^th September, 2023	90	05^th October, 2023.
3.	29^th September, 2023	50	10^th October, 2023
4.	06^th December, 2023	35	12^th December, 2023
5.	13^th December, 2023	30	19^th December, 2023
	Total	230

5.2. Increase in Authorized Share Capital of the Company and consequent Alteration in Capital Clause of the Memorandum of Association of the Company

The Old Authorized Capital of the Company stood at Rs. 50,00,00,000/- (Rupees Fifty Crores only), with a Paid-up Share Capital of Rs. 31,57,21,200 (Rupees Thirty One Crores Fifty Seven Lakhs Twenty One Thousand Two Hundred only). The Company has decided to augment its financial flexibility by proposing an increase in its Authorized Share Capital to Rs. 1,50,00,00,000/- (Rupees One Hundred Fifty Crores only). The decision to increase the Authorized Share Capital was ratified by the Members of the Company during the Annual General Meeting held on 11th September 2023. This resolution was crucial to enable the issuance of Bonus shares and to accommodate future growth and financial requirements of the Company.

Consequent upon the approval, Clause V (a) of the Memorandum of Association of the Company has been duly altered to reflect the revised Authorized Share Capital. This alteration ensures that the Company''s governing documents accurately represent its financial capabilities and comply with regulatory requirements.

The increase in Authorized Share Capital allows the Company greater flexibility in financing its operations and expansions. It enhances the Company''s ability to respond to market opportunities, fund strategic initiatives, and reward shareholders through Bonus share issuances without needing to amend the Memorandum of Association repeatedly.

5. 3 Change in Capital structure due to Issue of Bonus at 2:1

With the objective of rewarding existing equity shareholders, enhancing the liquidity of Equity Shares, and expanding the retail shareholders'' base, the Board of Directors of the Company convened a meeting on August 10, 2023. During this meeting, they considered and approved the issuance of bonus shares by capitalizing a portion of Free Reserves and/or securities premium, as per the Audited Financial Statements for the Financial Year ended March 31, 2023.

The Board''s decision to issue bonus shares was aimed at utilizing Rs. 63,14,42,400/- from Free Reserves and/ or securities premium to increase the Issued, Subscribed, and Paid-up Share Capital of the Company to Rs. 94,71,63,600/-. This capitalization would enable the issuance of fully paid bonus shares to existing shareholders, thereby distributing additional equity without requiring cash outflow.

The Members of the Company ratified this decision on September 11, 2023, during the Annual General Meeting. The approval was in accordance with the Articles of Association of the Company, which governs the capitalization of Free Reserves and/or securities premium for the issuance of bonus shares.

The fully-paid Bonus Shares were allotted to the Members whose names appear in the List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in respect of shares held in dematerialized form, as on the Record Date, in the ratio of (2) Two Equity Shares of Rs. 5/- each for every (1) One fully paid Equity Share of Rs. 5/- each held as on a Record date decided for this purpose.

Following the issuance of bonus shares, the Paid-Up Capital of the Company stands at Rs. 94,71,63,600. This capital is represented by 18,94,32,720 shares, each having a face value of Rs. 5.

The paid-up capital of the Company as on March 31, 2024 stands at Rs.1,14,27,33,600 comprising of 22,85,46,720 equity shares of Rs. 5/- each.

5.4 Acquisition

The Company has executed Share Subscription and Shareholders'' Agreement on 20.11.2023 for acquisition of 60% Equity Share Capital of Transco Logistix Worldwide Private Limited, subject to certain conditions precedent. The object of the said acquisition is to add vertical business line of the Company in the field of Logistics Industry.

5. 5 Unlisted Material Subsidiary

As per the Audited financials received from the auditor of Lancia Shipping LLC for FY 23-24, a wholly owned subsidiary of Lancer Container Lines Limited which is Dubai based has been announced as a unlisted material subsidiary on 12th August 2024 Board Meeting and for which the board has duly adopted the policy for determining material subsidiary (Enclosed Annexure-B) and Mr. Suresh Babu Sankara, Independent Director of Lancer Container Lines Limited has been appointed as manager in Lancia Shipping LLC as per Federal Decree Law no (32) of 2021 on Commercial Companies, United Arab Emirates in accordance to Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

6. Disclosures under the Companies Act, 2013 and Listing Regulations

6.1 Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return in MGT - 7 for the FY 2023-24 can be accessed at our website www. lancerline.com under the tab of Investor Relations > Annual Report

6.2 Committees:

> 6.2.1 Audit Committee

The Audit Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Narayanan M. Variyam, Mr. Praful Jain and Ms. Ameeta Ramesh as the members. The Committee is assigned role, powers and responsibilities as provided under Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Agreement and Section 177 of the Companies Act, 2013. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year under review, 4 (Four) Audit Committee meetings were held i.e. May 25, 2023, August 10, 2023, November 8, 2023 and February 12, 2024.

> 6.2.2 Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Narayanan M. Variyam and Ms. Ameeta Ramesh as the members. The Committee is constituted to supervise and ensure Share Transfer related matters and to look after the Stakeholder''s Grievances. During the year under review, 5 (Five) meetings of Stakeholders Relationship Committee were held i.e. July 12, 2023, September 26, 2023, September 29, 2023, December 06, 2023, and December 13, 2023.

> 6.2.3 Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Narayanan M Variyam and Ms. Ameeta Ramesh as the members. The Committee is formed for the purpose of recommending the Nomination and Remuneration and evaluation of the Directors'' performance. During the year under review, 4 (Four) meetings of Nomination and Remuneration Committee were held on April 24, 2023, May 25, 2023, June 26, 2023 and August 10, 2023.

> 6.2.4 Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Abdul Khalik Chataiwala as Chairman, Praful Jain, Narayanan Moolanghat Variyam and Suresh Babu Sankara as members.

As mandated under Section 135 of the Companies Act, 2013 the Company was required to spend towards CSR activities in the FY 2023-24 an amount of Rs. 68,57,507/- The details of the expenditure are mentioned is CSR report annexed to the report. During the year under review, 1 (One) meeting of Corporate Social Responsibility Committee was held on February 12, 2024.

> 6.2.5 Independent Directors Meeting

As required under Clause VII (1) of Schedule 4 to the Companies Act 2013, a meeting of the Independent Directors without the attendance of Non-Independent Directors and the members of the management was held on February 12, 2024.

6.3 Board Meetings:

The Board of Directors met 14 times during the year as follows: -

Sl. No.	Date of Meeting	Board Strength	No. of Directors Present
1	24.04.2023	6	4
2	25.05.2023	6	6
3	31.05.2023	6	4
4	26.06.2023	6	4
5	12.07.2023	6	4
6	10.08.2023	6	5
7	25.09.2023	6	3
8	26.09.2023	6	4
9	29.09.2023	6	4
10	08.11.2023	6	5
11	06.12.2023	6	3
12	07.12.2023	6	3
13	13.12.2023	6	3
14	12.02.2024	6	5

6.4 Details of Directors and Key Managerial Personnel

The Board of Directors & Key Managerial Personnel as on 31st March, 2024 comprised of the following :-

Sr. No.	Name of Directors & Key Managerial Personnel	DIN/PAN	Category cum designation	No. of shares held as on March 31,2024
1	Mr. Abdul Khalik Chataiwala	01942246	Chairman & Managing Director	7,67,76,036
2	Mr. Suresh Babu Sankara	02154784	Non-Executive - Independent Director	600
3	Ms. Ameeta Ramesh	03368136	Non-Executive - Independent Director	Nil
4	Mr. Narayanan Moolanghat Variyam	08109682	Non-Executive - Independent Director	Nil
5	Mr. Amol Mohan Shirke	08681663	Whole-Time Director	Nil
6	Mr. Praful Jain	08000808	Whole-Time Director	Nil
8	Ms. Ranjana Sandeep Shinde (Resigned from the position of CFO w.e.f. 1^st August 2024)	AIGPG1277P	Chief Financial Officer	2,774
9	Ms. Miti Tailong	AJGPT2650L	Company Secretary and Compliance Officer	Nil
10	Ms. Shruthi Rajiv Nair	BFEPP2549M	Chief Executive Officer	2,073

Note:- Changes in Directors & Key Managerial Personnel upto the date of this report.

â¢ Mr. Mahendra Gupta Resigned as a Company Secretary and Compliance Officer of the Company w.e.f. April 24, 2023 and in his place, Ms. Miti Tailong was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 24th April 2023.

â¢ Mr. Narayanan Moolanghat Variyam, whose term as Independent Director - Non-Executive expired on 14th April 2023, has been reappointed for a second term of five years. This decision was formalized during the Extraordinary General Meeting (EGM) held on 10 th July 2023, where Mr. Narayanan Moolanghat Variyam was duly regularized to continue his role as an Independent Director of the Company

â¢ The Company has re-appointed Mr. Abdul Khalik Chataiwala (DIN: 01942246) as a Managing Director of the with effect from 24th June, 2023 for 2 consecutive years upto 23rd June 2025.

â¢ Ms. Shruthi Rajiv Nair has been appointed as the CEO of our Company, effective from 26th June, 2023. This appointment follows the vacancy created by the resignation of Mr. Narayanan Kutty from the position of CEO in March 2023.

â¢ Mr. Manoj Sharma has been appointed as Chief Financial Officer (Interim) of our Company, effective from 01st August, 2024 till the time new Chief Financial Officer (CFO) is appointed by the Board. This appointment follows the vacancy created by the resignation of Ms. Ranjana Sandeep Shinde from the position of CFO w.e.f. 01st August, 2024

6.5 Related Party Transactions:

All related party transactions that were entered into during FY 2023-24 were on an arm''s length basis and were in the ordinary course of business and disclosed in the financial Statements. There were no materially significant related party transactions made by the Company with Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable, Annexure-2 enclosed. Also, the Directors draw attention of the members to notes to Financial Statements which sets out related party disclosures.

All Related Party transaction are uploaded on Company''s website and same has been intimated to Stock exchange for period ended March 31,2024 and the link for the same is below:

> Company Website:

RPT Policy Link for Reference, mentioned below-

https://www.lancerline.com/uploadsinvestor/08434e8bae6db4a08456d349171e243e.pdf RPT PDF file Link till 31st March 2024, mentioned below-As on 30th September 2023

https://www.lancerline.com/uploads/investor/371880449bd052cda56053537d004fa4.pdFAs on 31st March 2024

https://lancerline.com/uploads/investor/371880449bd052cda56053537d004fa4.pdf As on 31^st March 2024

https://lancerline.com/uploads/investor/fe7d1ddf2a885f5c5aaa6cb94b993b18.pdf

> Bombay Stock Exchange Website link mentioned below:

https://www.bseindia.com/stock-share-price/lancer-container-lines-ltd/lancer/539841/qtrid/121/related-

party-transactions-new/Mar-2024/

6.6 Policy on Sexual Harassment of Women at Workplace

There was no case filed during the year, under the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employees. Further your Company has complied with constitution of Internal Complaint Committee.

6.7 Corporate Governance

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and the Listing Regulations. A separate section on corporate governance, along with a certificate from the statutory auditors confirming compliance is annexed and forms part of the Annual Report.

6.8 Adequacy of Internal Financial Controls:

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by Internal Auditor of the Company "M/s. Ganesh Natarajan & Associates, Chartered Accountants bearing Firm Registration Number - 141940W" an independent firm and periodical review

by the Management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

6.9 Risk Management/Risk Management Policy

The Risk Management Policy with reference to Section 134 (3) (n) and Section 177 (4) (vii) of the Companies Act, 2013, the guidelines prescribed for risk management committee is not applicable to the Company but company has voluntarily adopted this policy on 12 th August 2024, which is approved by the Board Enclosed Annexure - B. Nevertheless, the Company does assess the various risks faced by it in its various areas of operations and mitigates them from time to time.

6.10 Prevention From Insider Trading

The Board has adopted a Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulation, 2015. The same has been placed on the website of the Company https://www.lancerline.com/investor-relations#tp1-7 . All the Directors, senior Management employees and other employees who have access to the Unpublished Price Sensitive Information of the Company are governed by this Code. During the year Under Report, there has been compliance with the said code of conduct for prevention of Insider Trading.

6.11 Structure Digital Database Compliance (Pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015)

For the purpose of comply with the PIT regulation & In the interest of general public, fair trading in securities markets and to prohibit insider trading in corporates and other organizations, Securities and Exchange Board of India (SEBI) has enacted SEBI (Prohibition of Insider Trading) Regulations, 2015,(hereafter referred to as "PIT regulations") which sets clear rules and procedures for dealing in securities by the Promoters, Directors, Key Managerial Personnel (KMP) and other Designated Persons those who have access to Unpublished Price Sensitive Information(UPSI - information which is not published, but which may affect the share price when it gets published) in an Organisation, We are aware of the compliance requirement of Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) and certify that) :

S.No.	Compliance Requirement	Yes/No	Observation/Remark
1	The Company has a Structured Digital Database in place	Yes	The Company has its structured Digital Database
2	Control exists as to who can access the SDD	Yes	The absolute control exists as the user name & Password is captured by the system
3	All the UPSI disseminated in every quarter for FY 23-24 have been captured in the Database	Yes	All the UPSI disseminated in every quarter for FY 23-24 have been captured in the Database
4	The system has captured nature of UPSI along with date and time	Yes	We have captured the nature of UPSI along with date and time
5	The database has been maintained internally and an audit trail is maintained	Yes	The database has been maintained internally on audit trail exists
6	The database is non-tamperable and has the capability to maintain the records for 8 years.	Yes	The database is non-temperable

7. Managing the Risks of Fraud, Corruption and Unethical Business Practices

7.1 Vigil Mechanism/Whistle-Blower Policy

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed "Vigil Mechanism" for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Company''s code of conduct and ethics policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lancerline.com under https://lancerline.com/uploads/ investor/683b5d66339902b17675e26bb3d23cb7.pdf

7.2 Code of Conduct

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details about the Code is given in the Corporate Governance Report.

8 Board of the Directors & Key Managerial Personnel:

8.1 Retirement by Rotation

In accordance with the provisions of Companies Act 2013 and Articles of Association of the Company, Mr. Amol Mohan Shirke (DIN: 08681663), Whole time Executive Director of the Company is liable to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible, have offered himself for re-appointment. The Board recommends their re-appointment.

More details about the directors are either given in the Corporate Governance Report or in the Notice of the ensuring Annual General Meeting being sent to the shareholders along with the Annual report.

8.2 Declaration of Independent Directors

The Independent Directors have submitted the Declaration of Independence, stating that they continue to fulfil the criteria of independence as required pursuant to section 149 of the Companies Act, 2013 and Regulations 16 of the Listing Regulations. This section requires companies to have at least one-third of the total number of Directors as Independent Director and the Company complies with this requirement. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The profile of the Independent Directors forms part of the Corporate Governance Report in the Board''s opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

8.3 Board Evaluation:

In compliance with the provisions of Companies Act, 2013 and listing compliances, the Board carried out an annual evaluation of its own performance and individual Directors. It also evaluated the performance of its committees. The evaluation inter alia covered different aspects viz. composition of the Board and its Committees, qualifications, performance, inter-personal skills, submissions done by the Director in varied disciplines related to the Company''s business.

8.4 Remuneration policy and criteria for selection of candidates for appointment as Directors, key managerial personnel and senior leadership positions:

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior leadership Position as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the executive and non-executive Directors (by way of sitting fees), Key Managerial Personnel. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination & Remuneration Committee and the Board of Directors while making a selection of the candidates. The above policy along with the criteria for selection is available at the website of the Company at https://www.lancerline.com/investor-relations#tp1-7 .

8.5 Internal Financial Controls

The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes. Assurance to the Board on the effectiveness of internal financial controls is obtained through 3 Lines of Defence which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Group Internal Audit function.

The Company believes that these systems provide reasonable assurance that the Company''s internal financial controls are adequate and are operating effectively as intended.

> Auditors & Auditors'' Report

9.1 Statutory Auditor

M/ s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, was appointed as the Statutory Auditor of the Company to hold office from the conclusion of 11th Annual General Meeting held on 30th September 2022 till the conclusion of the 16th Annual General Meeting and at a remuneration as may be mutually agreed to, between the Board of Directors and M/ s. Praneti Yadav & Co, plus applicable taxes, out-ofpocket expenses, travelling and other expenses.

The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

â¢ Auditors Reports and Board''s Comments thereon

M/ s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, Chartered Accountants is the Statutory Auditor for the year under review. In the recent audit for FY 23-24, there has been a qualification or adverse remarks highlighted by our auditors. We take these observations seriously and are actively working to provide the necessary context and transparency on the issues raised. Our management team is currently reviewing the specifics of the audit findings to ensure a comprehensive understanding. This

highlighted qualification is mentioned below :-

Auditors comment:- "The Group''s investment in ''Transco Logistix Worldwide Pvt Ltd'', an associate Company acquired during theyear has not been accounted for by equity method, is carried at Rs. 50 lakhs on the consolidated balance sheet as at March 31,2024, and Lancer Container Lines Limited''s share of ''Transco Logistix Worldwide Pvt Ltd''s''net income is not included in Lancer Container Lines Limited''s income for the year ended March 31,2024. We were unable to obtain sufficient and appropriate audit evidence about the carrying amount of Lancer Container Lines Limited''s investment in ''Transco Logistix Worldwide Pvt Ltd''as at March 31,2024 and Lancer Container Lines Limited''s share of net income of ''Transco Logistix Worldwide Pvt Ltd'' because we were not provided the financial information and the relevant documents of acquisition of shares in the said associate Company. Consequently, we were unable to determine whether any adjustments to these amounts were necessary"

Management/ Board comment:- "Management would like to inform you about an important update regarding Transco Logistics. The allotment made by Transco Logistics is slated for revision in the current Financial Year2024-25. The Company is actively engaged in rectifying the filing associated with this process".

9.2 A) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with regulation 24A of SEBI LODR regulations 2015 as amended from time to time M/s. Geeta Canabar & Associates (M No. 8702), Company Secretaries in practice, have been appointed to undertake the Secretarial Audit of the Company.

B) Secretarial Audit Reports and Comments Thereon

There are no qualifications or adverse remarks in the Secretarial Auditors'' Report, which require any clarification/ explanation from board of directors or Company''s management. The Report of the Secretarial Auditor is annexed to the Board''s Report as Annexure I.

As required under SEBI LODR Regulations 2015, a compliance certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed herewith, (Annexure II).

9.3 Cost Auditor & Cost Records

The Company is not required to appoint Cost Auditor and maintain Cost Records, as it does not fall within the purview of Section 148 of the Companies Act, 2013 and rules made thereunder and hence it is not required to conduct Cost Audit and maintain Cost Records.

9.4 Internal Auditor

The Company has appointed "M/s. Ganesh Natarajan & Associates, Chartered Accountants bearing FRN - 141940W"as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

9.5 Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

10 Director Responsibility Statement

The Directors'' Responsibility Statement referred to in clause 134(3)(c) of the Companies Act, 2013, states thatâ

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and 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 at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) With respect to section 134(3) (ca) there were no frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

(f) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(g) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11 Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has complied with the Secretarial Standards issued by the Institute of Company secretaries of India on Board Meetings and Annual General Meetings.

12 Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

There are no material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future. We however bring to the attention of the members, matters which are in the nature of disputes & their associated claims. For all the below stated matters the Company has or is in the process of refuting the incorrect and invalid claims. Ref :- Annexure -1

Mar 31, 2023

It is our pleasure to present the 12^th Annual Report (8^th AGM - Post IPO) on the operations of the Company and the accounts for the Financial Year ended March 31, 2023. The PDF Version is also available on the Company''s website https://www.lancerline.eom/investor-relations.php#tp1-1

1. Financial Statements and Results

The Company''s financial performance for the year under review along with previous year''s figures is given here under:

	Standalone		Consolidated
Particulars	Current Year 2022-23	Previous Year 2021-22	Current Year 2022-23	Previous Year 2021-22
Revenue from Operations	68170.03	59531.95	83717.29	64150.29
Other Income	1108.57	203.04	837.82	180.00
Total income	69278.60	59735.00	84555.11	64330.28
Expenses	63866.27	56005.12	77674.69	60343.34
Profit Before Tax	5412.33	3729.88	6880.42	3986.95
Net Profit After Tax	3998.89	2711.01	5373.70	2895.27
Earning Per Share (Diluted)	6.22	4.50	8.14	4.80
Earnings per Share (Basic) #	6.62	4.50	8.89	4.80

# EPS numbers are in actuals.

1.1 Brief description of the Company''s working during the year on Standalone basis.

During the year under review your Company has reported Standalone total income of 69278.60 Lakh compared to the previous year income of 59735.00 Lakh., registering a growth of 15.97%. Net profit after tax is at Rs.3998.89 Lakh compared to previous year net profit after tax of 2711.01 Lakh. registering a far better growth of 47.47% over the previous year. The financial parameters of the company are as listed under: -

> Revenues at Rs.68170.03 Lakh, up 14.51 % YoY.

> EBIDTA Rs.711.2 Lakh up by 50.80 % despite higher operating expenses.

> PAT at Rs.3998.89 Lakh, up 47.47 % YoY.

1.2 Brief description of the Company''s working during the year on Consolidated basis

During the year under review your Company has reported consolidated total income of Rs.84,555.11 Lakh compared to the previous year income of 6430.28 Lakh, registering a growth of 31.43 % Net profit after tax is at Rs.5373.70 Lakh compared to previous year net profit after tax of Rs.2895.27 Lakh. registering a far better growth of 85.59 % over the previous year. The financial parameters of the company are as listed under: -

> Revenues at Rs.83717.29 Lakh, up 30.50 % YoY.

> EBIDTA Rs.8960.07 Lakh up by 79.16 % despite higher operating expenses.

> PAT at Rs.5373.70 Lakh, up 85.59 % YoY.

2. Transfer to Reserve

The Net Profit after tax of Rs.5373.70 Lakh for the FY 22-23 have been retained in the Profit and Loss Account.

3. Management''s Discussion and Analysis Report

4. Business Expansions & New Projects

Business Expansions and new projects detailed information is covered in the report on Management Discussion and Analysis.

5. Change in capital Structure

The Shareholders has approved at its Extra Ordinary-General Meeting for the FY 2022-23 which was held on 5thDecember 2022, for alteration of the Capital Clause in the Memorandum of Association of the Company and Split/Sub-Division of Ordinary Shares of the Company from Face Value of Rs.10/- each to Face Value of Rs.5/- each with a view to rewarding the existing shareholders and encouraging the participation of small investors by increasing the liquidity of the Equity Shares and to expand the retail shareholder''s base.

Further, The Board of Directors of the Company at their meeting held on 14 th February 2023, has considered and approved the allotment of 12,72,000 Equity shares of face Value of Rs.5/- each at an Issue Price of Rs.125/- each (including premium of Rs.120/- each) amounting to Rs.15,90,00,000/- upon conversion of 20 Foreign Currency Convertible Bonds ("FCCBs") as per the Conversion Notice received from the bondholders in accordance with the terms of the FCCBs set out in Offering Memorandum dated 12th August, 2022 and same has been listed on the Bombay Stock Exchange on 13th March, 2023.

Consequent to the aforesaid allotment of Equity Shares; the paid-up equity capital of the Company has increased from Rs.30,14,11,200/- consisting of 6,02,82,240 Equity Shares of Rs.5/- each to Rs.30,77,71,200/- consisting of 6,15,54,240 Equity Shares of Rs.5/- each.

6. Disclosures under the Companies Act, 2013 and Listing Regulations

6.1 Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return in MGT - 7 for the FY 2022-23 can be accessed at our website www. lancerline.com under Investor relations ^Annual Report.

6.2 Committee

> 6.1.1 Audit Committee

The Audit Committee comprises Suresh Babu Sankara as Chairman, Narayanan M Variyam, Praful Jain and Ameeta Ramesh as the members. The Committee is assigned role, powers and responsibilities as provided under Regulation 18 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 Agreement and Section 177 of the Companies Act, 2013. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year under review, 4 (Four) Audit Committee meetings were held on May 20,2022; August 9, 2022, November 7,2022 and February 13, 2023.

> 6.1.2 Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee comprises Suresh Babu Sankara as Chairman, Narayanan M Variyam and Ameeta Ramesh as the members. The Committee is constituted to supervise and ensure Share Transfer related matters and to look after the Stakeholder''s Grievances. During the year under review, 1 (One) meeting of Stakeholders Relationship Committee was held on October 28, 2022.

> 6.1.3 Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Suresh Babu Sankara as Chairman and Narayanan M Variyam and Ameeta Ramesh as the members. The Committee is formed for the purpose of recommending the Nomination and Remuneration and evaluation of the Directors'' performance. During the year under review, 1 (one) meeting of Nomination and Remuneration Committee was held on August 9, 2022.

> 6.1.4 Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Abdul Khalik Chataiwala as Chairman, Praful Jain, Narayanan Moolanghat Variyam and Suresh Babu Sankara as members.

As mandated under Section 135 of the Companies Act, 2013 the Company was required to spend towards CSR activities in the FY 2022-23 an amount of Rs.40,15,201/-The details of the expenditure are mentioned is CSR report annexed to the report. During the year under review, 1 (One) meeting of Corporate Social Responsibility Committee was held on February 13, 2023

> 6.1.5 Independent Directors Meeting

As required under Clause 8 (1) of Schedule 4 to the Companies Act 2013, a meeting of the Independent Directors

without the attendance of Non-Independent Directors and the members of the management was held on February 13, 2023.

6.3 Board Meetings

The Board of Directors met 9 times during the year as follows: -

Sl. No.	Date of Meeting	Board Strength	No. of Directors Present
1	20.05.2022	6	6
2	03.08.2022	6	4
3	09.08.2022	6	6
4	30.08.2022	7	5
5	27.09.2022	7	4
6	28.10.2022	7	6
7	07.11.2022	6	5
8	13.02.2023	6	6
9	14.02.2023	6	3

6.4 Details of Directors and Key Managerial Personnel

The Board of Directors & Key Managerial Personnel as on 31^st March, 2023 comprised of the followings: -

1 Abdul Khalik Abdul Kadar Chataiwala 01942246 Chairman & Managing Director 2,55,92,012

2 Suresh Babu Sankara 02154784 Non-Executive - Independent Director Nil

3 Ameeta Ramesh 03368136 Non-Executive - Independent Director Nil

4 Narayanan Moolanghat Variyam 08109682 Non-Executive - Independent Director Nil

5 Narayanan Kutty Parakattil AUAPP4209J Chief Executive Officer 48

6 Amol Mohan Shirke 08681663 Whole-Time Director Nil

7 Praful Jain 08000808 Whole-Time Director Nil

8 Ranjana Sandeep Shinde AIGPG1277P Chief Financial Officer 770

9 Mahendra Gupta ABVPG1171E Company Secretary and Compliance 01

Officer

10 Archana Chandrakant Indulkar AEZPI4694B Company Secretary and compliance Nil

officer

Note: - Changes in Directors & Key Managerial Personnel.

â¢ Mrs. Archana Indulkar Resigned as a Company Secretary and Compliance Officer of the Company w.e.f. July 13, 2022 and in her place, Mr. Mahendra Gupta was appointed as a Company Secretary and Compliance Officer of the company w.e.f 9^th August 2022.

â¢ Mrs. Ranjana Sandeep Shinde, appointed as an Additional Director with effect from 9^th August 2022. On 30^thSeptember 2022, her designation has changed from Additional Director to Director-Non-Executive. She has resigned from the said position on 1^st December 2022 for the sake of good corporate governance practice. She has been continuing her duties as a Chief Financial Officer of the Company

6.5 Related Party Transactions:

All related party transactions that were entered into during FY 2022-23 were on an arm''s length basis and were in the ordinary course of business and disclosed in the financial Statements. There were no materially significant related party transactions made by the Company with Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The Directors draw attention of the members to notes to Financial Statements which sets out related party disclosures.

All Related Party transaction are uploaded on Company''s website and same has been intimated to Stock exchange for period ended March 31, 2023 and the link for the same is below:

> Company Website:

RPT Policy Link for Reference, mentioned below-

https://www.lancerline.com/uploads/investor/08434e8bae6db4a08456d349171e243e.pdf

RPT PDF file Link till 31^st March 2023, mentioned below-RPT PDF file Link till 31^st March 2023, mentioned below> Bombay Stock Exchange Website link mentioned below:

https://www.lancerline.com/uploads/investor/c9db0aa3dab1de33c1b79e06804f52b4.pdf

6.6 Policy on Sexual Harassment of Women at Workplace

6.7 Corporate Governance

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and the Listing Regulations. A separate section on corporate governance, along with a certificate From the statutory auditors confirming compliance is annexed and forms part of the Annual Report.

6.8 Adequacy of Internal Financial Controls:

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by Internal Auditor of the company "M/s. Ganesh Natarajan & Associates, Chartered Accountants bearing FRN - 141940W" an independent firm and periodical review by the Management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

6.9 Risk Management.

The Risk Management Policy with reference to Section 134 (3) (n) and Section 177 (4) (vii) of the Companies Act, 2013, the guidelines prescribed for risk management committee is not applicable to the Company. Nevertheless, the Company does assess the various risks faced by it in its various areas of operations and mitigates them from time to time.

6.10 Prevention from Insider Trading

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulation, 2015. The same has been placed on the website of the company https://www.lancerline.com/ investor-relations#tp1-7 . All the Directors, senior Management employees and other employees who have access to the Unpublished Price Sensitive Information of the Company are governed by this Code. During the year Under Report, there has been compliance with the said code of conduct for prevention of Insider Trading.

6.11 Structure Digital Database Compliance (Pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015)

and certify that) :

S.No.	Compliance Requirement	Yes/No	Observation/Remark
1	The Company has a Structured Digital Database in place	Yes	The company has its structured Digital Database
2	Control exists as to who can access the SDD	Yes	The absolute control exists as the user name & Password is captured by the system
3	All the UPSI disseminated in every quarter for FY 22-23 have been captured in the Database	Yes	All the UPSI disseminated in every quarter for FY 22-23 have been captured in the Database
4	The system has captured nature of UPSI along with date and time	Yes	We have captured the nature of UPSI along with date and time
5	The database has been maintained internally and an audit trail is maintained	Yes	The database has been maintained internally on audit trail exists
6	The database is non-tamperable and has the capability to maintain the records for 8 years.	Yes	The database is non-temperable

7. Managing the Risks of Fraud, Corruption and Unethical Business Practices

7.1 Vigil Mechanism/Whistle-Blower Policy

7.2 Code of Conduct

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details about the Code are given in the Corporate Governance Report

8. Board of the Directors & Key Managerial Personnel

8.1 Retirement by Rotation

In accordance with the provisions of Companies Act 2013 and Articles of Association of the Company, Mr. Praful Jain (DIN: -08000808), Whole time Executive Director of the Company is liable to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible, have offered himself for re-appointment. The Board recommends their re-appointment.

8.2 Key Managerial Personnel

Mr. Narayanan Kutty, Chief Executive Officer (CEO), Mrs. Ranjana Shinde, Chief Financial Officer (CFO) and Mr. Mahendra Gupta, Company Secretary (CS) are the Key Managerial Personnel of the Company as on 31^st March, 2023.

During the year under review, there were some changes in the Key Managerial Personnel of the Company: -

1. Mrs Archana Indulkar Resigned as a Company Secretary and Compliance Officer of the company w.e.f. July 13, 2022 and in her place, Mr. Mahendra Gupta was appointed as a New Company Secretary and Compliance Officer of the company w.e.f 9^th August 2022.

8.3 Declaration of Independent Directors:

8.4 Board Evaluation:

In compliance with the provisions of Companies Act, 2013 and listing compliances, the Board carried out an annual

evaluation of its own performance and individual Directors. It also evaluated the performance of its committees. The evaluation inter alia covered different aspects viz. composition of the Board and its Committees, qualifications, performance, inter-personal skills, submissions done by the Director in varied disciplines related to the Company''s business.

8.5 Remuneration policy and criteria For selection of candidates For appointment as Directors, key managerial personnel and senior leadership positions.

8.6 Internal Financial Controls

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Group Internal Audit function.

The Company believes that these systems provide reasonable assurance that the Company''s internal financial controls are adequate and are operating effectively as intended

9. Auditors & Auditors'' Report

9.1 A) Statutory Auditor

M/ s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, were appointed as the Statutory Auditor of the Company to hold office from the conclusion of 11th Annual General Meeting held on 30th September 2022 till the conclusion of the 16th Annual General Meeting and at a remuneration as may be mutually agreed to, between the Board of Directors and M/ s. Praneti Yadav & Co, plus applicable taxes, out-of-pocket expenses, travelling and other expenses.

The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company. b) Auditors Reports and Comments thereon

M/ s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, Chartered Accountants is the Statutory Auditor for the year under review. There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory and needs no further explanation.

9.2 A) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with regulation 24A of SEBI LODR regulations 2015 as amended from time-to-time M/s. Geeta Canabar & Associates (M No. 8702), Company Secretaries in practice, have been appointed to undertake the Secretarial Audit of the Company.

b) Secretarial Audit Reports and Comments Thereon

There are no qualifications or adverse remarks in the Secretarial Auditors'' Report, which require any clarification/ explanation from board of directors or Company''s management. The Report of the Secretarial Auditor is annexed to the Board''s Report as Annexure I.

As required under SEBI LODR Regulations 2015, a compliance certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed herewith, (Annexure II).

9.3 Cost Auditor

The Company is not required to appoint Cost Auditor as it does not fall within the purview of Section 148 of the Companies Act, 2013 and rules made thereunder and hence it is not required to conduct Cost Audit.

9.4 Internal Auditor

9.5 Reporting of Fraud

The Auditors of the Company have not reported any Fraud as specified under section 143(12) of the Companies Act, 2013.

10. Director Responsibility Statement

The Directors'' Responsibility Statement referred to in clause 134(3)(c) of the Companies Act, 2013, state thatâ

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) With respect to section 134(3) (ca) there were no frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

(f) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(g) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has complied with the Secretarial Standards issued by the Institute of Company secretaries of India on Board Meetings and Annual General Meetings.

12. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

There are no material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future. We however bring to the attention of the members, matters which are in the nature of disputes & their associated claims. For all the below stated matters the company has or is in the process of refuting the incorrect and invalid claims.

13. Details of Application /Any Proceeding Pending under the Insolvency and Bankruptcy Code 2016

Neither any application was made nor any proceeding pending under the insolvency and Bankruptcy Code 2016

14. Details of Difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from Banks or financial institutions along with the reasons thereof

Company has paid all the outstanding dues against loan from bank and financial institutions within the due date in the previous year or any of the past year, as company has not done one time settlement during the year under review hence this is not applicable in our case for FY 22-23.

15. Particulars of loans, guarantees or investments under Section 186 of Companies Act:

The Company has not given any loans or guarantees covered under the provision of Section 186 of the Companies Act, 2013. There is no investment and guarantee made during the year which falls under the definition of Section 186.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

a) Conservation of Energy

The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this initiative. Adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy at the offices of the Company.

b) Technology Absorption

The Company continues to integrate the latest proficient technology, innovations and improvement as introduced. The Company has invested significant resources in technological capabilities and has developed a scalable technology system. Your Company has rolled out EBMS system to keep a track of end-to-end delivery of services to the client.

c) Foreign Exchange Earning and Outgo

During the period under review the foreign exchange earnings and outflow were as follows:

> Foreign Exchange Earnings: $ 1,42,00,822.65

> Foreign Exchange Outflow: $ 1,05,09,991.82

17. Disclosure required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

1. Ratio of the remuneration of each Director to the median remuneration of the employees for the FY 2022-23 and percentage change in the remuneration of each Director in the FY 2022-23:

Name of the Director	Designation	Ratio of remuneration of the Director to the median remuneration	% increase in Remuneration
Abdul Khalik Chataiwala	Chairman & Managing Director	47.81	33.33
Praful Jain	Executive Director	11.95	43.43
Amol Mohan Shirke	Executive Director	10.26	30.37

2. Percentage increase in the remuneration of Chief Executive Officer, Chief Financial Officer and Company Secretary in the FY 2022-23: -

Name	Designation	% Increase in Remuneration
Ranjana Sandeep Shinde	Chief Financial Officer	10.31
Narayanan Kutty Parakattil	Chief Executive Officer	6.53
Archana Chandrakant Indulkar	Company Secretary and Compliance Officer	NA
Mahendra Gupta	Company Secretary and Compliance Officer	NA

Note:

â¢ Archana Chandrakant Indulkar resigned as Company Secretary with effect from 13th July, 2022 in her place, Mr. Mahendra Gupta was appointed as a Company Secretary and Compliance Officer of the company w.e.f 9 th August 2022.

3. There were 231 permanent employees on payroll of the Company at the end of the FY 2022-23. As compared to previous year, total salary is increased by 28.20% (Including KMPs), KMPs salary increased by 25.23% & other employees salary increased by 28.81 salary excluding KMPs.

4. The median remuneration of employees of the Company decreased by 14.16 % in the FY 2022 - 23 compared to the median in FY 2021-22.

5. The increment given to each individual employee is based on the employee''s potential, experience as also their performance and contribution to the Company''s progress over a period of time and also as per market trend.

6. Average percentile change in the salaries of employees other than managerial personnel in the 2022-23 decreased by 11.66% in comparison to last year and the percentile change in the managerial remuneration increased by 7.33% in 2022-23.

7. Affirmation: Remuneration paid to Directors, KMP and other employees is as per the remuneration policy of the Company.

19. Deposits:

During the year, the Company has not accepted any deposits under Chapter V - Acceptance of Deposits by Companies under the Companies Act, 2013.

20. Subsidiary, Associate and Joint venture

As per the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company''s subsidiaries and Joint ventures in Form AOC-1 is attached to the financial statements of the Company (AOC-1 added as an annexure to the director report).

21. Equal Opportunity Employer

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

22. Appreciations & Acknowledgements

The Company wishes to thank its investors, banking community, rating agencies and stock exchanges for their support. The Company would like to take this opportunity to express sincere thanks to all its valued customers, vendors, agents and suppliers for their continued support and patronage. The Directors express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment and initiative has made the organization''s growth and success possible and continue to drive its progress. Finally, the Board of Directors wish to express their gratitude to the members for their trust and support.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and on behalf of the Board of Directors Lancer Container Lines Limited

Sd/-

A. K. Chataiwala Chairman & Managing Director (DIN: - 01942246)

Place: Navi Mumbai Date: August 10, 2023

Mar 31, 2018

The Directors have pleasure in presenting the 7^th Annual Report (3rd AGM - Post IPO) on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. Financial Statements and Results

The Companyâs financial performance for the year under review along with previous yearâs figures is given hereunder:

Particulars	2017 -18 (Amount in Rs. Crs)	2016 - 17 (Amount in Rs. Crs )
Revenue from Operations	109.44	77.6
Other Income	1.26	1.75
Total Income	110.71	79.34
Less:Expenses	101.45	77.29
Profit Before Tax	9.26	2.05
Net Profit After Tax	6.85	1.68
Earnings per share #	9.78	2.96

# EPS numbers are in actuals.

2. Brief description of the Companyâs working during the year.

During the year under review your Company has reported total income of Rs.110.71 Crs. for the current year as compared to the previous year income of Rs. 79.34 Crs., registering a growth of 40%. Net profit after tax is at Rs.6.85 Crs compared to previous year profit of Rs.1.68 Crs. registering an increase of 3.08 times over the previous year. The increased profits during the year have been achieved due to better performance on the parameters as listed under;

a) Increase in Gross Profit Margin by 3.20% in FY18 v/s FY17 due to reduction in cost of services.

b) Reduction in employee costs by 0.76%, finance costs by 0.83%, depreciation cost by 1.18%, other expenses by 0.94% in FY18 v/s FY17. (As a percentage to sales).

3. Dividend

Your Directors do not recommend any dividend for the financial year ended March 31, 2018.

4. Transfer to Reserve

The Profit after tax for the financial year FY 2017-18 amounting to Rs. 6.85 Crs. have been transferred to Reserves. During the year, the company also received share premium of Rs.1.62 Crs on the warrants issued on preferential basis and utilized reserves to the tune of Rs. 3.77 Crs. for the issue of bonus shares and amortization of lease of Rs. 0.10 Crs.

5. Change in Capital

Increase in Authorized Share Capital

During the year under review, the Authorized Share Capital of the Company was increased from Rs.11,00,00,000/- (Rupees Eleven crores only) divided into 1,10,00,000 (One crore ten Lakh) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 15,00,00,000/- (Rupees fifteen crores only) divided into 1,50,00,000 (One Crore fifty lakhs) equity shares of Rs. 10/- (Rupees Ten only) each, ranking Pari Passu with the existing equity shares and consequently CLAUSE V of Memorandum of Association was altered. The said increase in authorized share capital and Alteration of Memorandum of Association was approved by the Members in their Extra-Ordinary General Meeting held on 18^th August, 2017.

6. Migration of Equity Shares from BSE SME Platform to BSE Mainboard Platform

The board is pleased to inform that as per notice dated 8th May, 2018 issued by Bombay Stock Exchange the equity shares of Company which were listed on the BSE SME Platform has been migrated & admitted to dealings on the Mainboard with effect from 10th May, 2018.

7. Increase in Paid Up Share Capital

A) During the previous financial year (FY 2016 - 2017) the members in their Extra-Ordinary General Meeting had approved the issuance of 570,000 warrants on preferential basis at the pricing of Rs. 38.45 per warrant determined as per Chapter VII of SEBI (Issue of Capital And Disclosure Requirements) Regulations, 2009. Pursuant to the payment of the amounts under the warrants by the allottees, the company has during the financial year under review converted these 570,000 warrants into 570,000 equity shares. These shares are ranking pari-passu with the old equity shares of the company. The total paid up capital post conversion increased to Rs.6,27,94,000.

B) During the year under review, the members also approved the Issue of bonus shares of face value of Rs. 10/- each in ratio 3:5 i.e in the proportion of three (3) equity shares for every five (5) equity shares held by them respectively as on the Record Date in their Extra-Ordinary General Meeting held on 21st December, 2017. Pursuant to the approval by the members, 37,67,640 Bonus Equity Shares of Rs. 10/- each were issued and allotted on January 05, 2018. These shares are ranking pari-passu with the old equity shares of the company. Total paid up capital after issue increased to Rs.10,04,70,400.

As on 31st March 2018, the total Paid up capital of company is Rs.10,04,70,400. Apart from the above the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

8. Allotment of Shares

During the year under the review the company has allotted 5,70,000 shares pursuant to the conversion of the warrants allotted on preferential basis as stated above in Point No. 7(A) above. Further the company has issued bonus shares in the proportion of three (3) equity shares for every five (5) equity shares held as stated above in Point No. 7(B) above.

9. Committees

- Audit Committee

The Audit Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Gajanand Harivilas Ruia, Narayanan M Variyam and Ms. Vijayshri Krishnan as the members. The Committee is assigned role, powers and responsibilities as provided under Clause 52 of the Equity Listing Agreement and Section 177 of the Companies Act, 2013. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year under review, six Audit Committee meetings were held on 3^rd May 2017,16^th August, 2017,28^th August, 2017, 30^th October, 2017 and 13^th November,2017.

- Stakeholdersâ Relationship Committee

The Stakeholdersâ Relationship Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Gajanand Harivilas Ruia and Ms. Vijayshri Anup Krishnan as the members. The Committee is constituted to supervise and ensure Share Transfer related matters and to look after the Stakeholderâs Grievances.

During the year under review, Stakeholdersâ Relationship Committee meeting was held on 24^th November, 2017

- Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Mr. Suresh Babu Sankara as Chairman and Mr. Gajanand Harivilas Ruia and Ms. Vijayshri Krishnan as the members. The Committee is formed for the purpose of recommending the Nomination and Remuneration and evaluation of the Directorsâ performance.

During the year under review, 3(three) Nomination and Remuneration meetings were held on 28th August, 2017 ,30^th October, 2017 and 26^th February, 2018.

- Corporate Social Responsibility Committee

The board of directors at its meeting held on 4th July, 2018 at its registered office has constituted the Corporate Social Responsibility Committee u/s. 135 (1) of the Companies Act,2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee constitute the following members:

Name	Chairperson/ Member	Category
Abdul Khalik Abdul Kadar Chataiwala	Chairperson	Managing Director
Fauzan Abdul Khalik Chataiwala	Member	Executive Director
Harish Parameswaran	Member	Executive Director
Suresh Babu Sankara	Member	Non-Executive independent Director

10. Directors and Key Managerial Personnel

A) Mr. Fauzan Abdul Khalik Chataiwala (DIN- 07376603), Director who retires by rotation and, being eligible for re-appointment, offers himself for re-appointment is part of the agenda of the current Annual General Meeting.

B) Mr. Suresh Babu Sankara, Mr. Gajanand Harivilas Ruia and Ms. Vijayshri Anup Krishnan are appointed as an Independent Directors of the Company for a period of 5 years.

C) Appointment of Mr. Narayanan M Variyam (DIN: 08109682) as Independent Non-Executive Director on 19th July 2018 has been approved by members in a postal Ballot conducted pursuant to the Regulation 110 of Companies Act 2013 and Rule 22 Of The Companies (Management And Administration) Rules, 2014.

D) On the recommendation of the Audit Committee, the board has appointed Mr. Rajeev Bhavnani as a Chief Financial Officer with effect from 30^th October, 2017.

11. Internal Control and Its adequacy

The Board at its meeting held on 28^th August, 2017 had appointed Ganesh Natarajan and Associates as internal auditor and replaces N.S Bhosle & Company, Chartered Accountants with effect from 1^st August, 2017. The company has an adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically by internal auditor. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

12. Corporate Social Responsibility TCSR!

The provisions of the CSR expenditure and Composition of Committee, as provided in the Section 135 of the Companies Act, 2013 will become effective from Financial Year 2018-19 and hence the spending on CSR activities will be executed in the financial year of FY 2018-19. The company has adopted the policy of Corporate Social Responsibility and uploaded the same on website.

13. Corporate Governance

For the full period under review (FY 2017-18), the Company was listed on BSE-SME platform and hence the requirements of Corporate Governance are not applicable to the company. However, since the company has been migrated to the Main board of the BSE, the requirements of Corporate governance are applicable from the ensuing financial year i.e. FY 2018-19. Your company is well placed to be in compliance with the corporate governance norms prescribed under the Companies Act, 2013, particularly, in relation to appointment of Independent Directors to our Board and constitution of Board-level committees. Your company also undertakes to take all necessary steps to comply with all the requirements of the SEBI Listing Regulations.

14. Particulars of Employees

In terms of the provision of section 197(12) of the Companies Act ,2013 read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.1.02 Crs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs. 1.02 Crs during the financial year 201718. Particulars of Employees as required to be disclosed under Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as âAnnexure Iâ.

15. Related Party Transaction:

All related party transactions, if any, that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. Particulars of contract or arrangements with related parties is annexed herewith in Form AOC 2 as âAnnexure - IIâ.

16. Number of Board Meeting conducted during the year under review.

The Company had conducted total 14 Board meetings on the following dates 20^th April, 2017, 4^th May, 2017, 18^th July 2017, 16^th August 2017, 19^th August 2017, 28^th August 2017, 31^st August 2017, 1^st September 2017, 30^th October 2017, 14^th November 2017, 24^th November 2017, 23^rd December 2017, 5^th January 2018, and 1^st March 2018 during the financial year under review.

17. Statutory Auditors

M/s. Soman Uday & Co, Chartered Accountants, Mumbai (FRN: 110352W) has been appointed and approved by members as the Statutory auditor for the company till the concluding of the members meeting (AGM) for financial year FY 2017-2018. It is proposed in the notice to this AGM for approval of members to appoint M/s Soman Uday & Co as statutory auditor to hold the office from the conclusion of this AGM until the conclusion of the Annual General Meeting of the members to be held for the financial year ending on 31st March, 2019. M/s Soman Uday has given his consent letter along with required certificate under Section 141 to the effect that their appointment, if made, would be within the limits specified under Section 139 of the Companies Act, 2013.

18. Auditorsâ Report

The observation made in the Auditors Reports read with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

19. Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the board have appointed M/s. Geeta Canabar & Associates, Practicing Company Secretary as the Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

20. Vigil Mechanism

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed âVigil Mechanismâ for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Companyâs code of conduct and ethics policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lancermarine.in underhttp://www.lancermarine.in/Policies.html link.

21. Sexual Harassment

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employees.

22. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is enclosed as Annexure IV. The same document is also placed on our website at www.lancermarine.in underhttp://www.lancermarine.in/MGT%209.pdf .

23. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

The company has entered into an agreement dated 3^rd April 2018 to purchase an additional office located at Mayuresh Chambers, Unit No. H02-2, H02-3 and H02-4, Plot no~ 60, Sector 11, CBD Belapur, Navi Mumbai - 400614. Each of the unit have 3 floors. A total area of 9270 sq. feet of carpet area (3090 Sq. feet * 3 units) would be available to the company to house its expanding operations as it seeks to increase the fleet size and business verticals.

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

There has been no material order passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future. We however bring to the attention of the members, matters which are in the nature of disputes & their associated claims. For all the below stated matters the company has or is in the process of refuting the incorrect and invalid claims.

In the Court of Civil Judge (Senior Division), at Lucknow:

M/s Banaras Glasses (P) Ltd (Herein after referred to as Customer) having registered office at 126/31, Shalimar square, BN road Lalbagh, Lucknow, has filed petition in the court of civil judge (senior division) Lucknow against our company for mandatory Injection and recovery of damages. With respect of this, the customer has filed a suit for Rs. 27,41,652/- and interest there-on from the date of filing the suit to the actual date of payment of the above amount by the company. The company believes that the case has no merits and is an incorrect and invalid claim.

In the Court of Civil Judge (Senior Division), at Thane:

Vardhaman Wires and Polymers Limited (Herein after referred to as Shipper) having registered office at Plot No.662/II, Savali Lamdapura Road, Taluka Savali, Village Majusar, Dist, Baroda- 3971 770 has filed a suit in the court of civil judge (senior division) Thane, against our company for recovery of losses caused due to damage to their cargo. The company had provided a container to the shipper for export from ex Nhava Sheva to Jebel Ali on Shippers LOAD / STOW / COUNT basis in which case, Lancer does not have any responsibility as regards the condition of cargo. Accordingly Bills of Lading had been issued based on SAID TO CONTAIN clause (i.e. as per information provided by the Shipper). As per the shipper at the time the goods reached the destination, they have been found to be damaged by water seepage and thus they have filed a claim of Rs. 42,00,000 as damages including the cost of the goods and various other costs and interest thereon till the date of payment. The company is in the process of filing our response to prove that the claim is incorrect and invalid.

Proceedings against our Company

Our Company has voluntarily filed an application dated March 19, 2016 for compounding of offences for non-compliance under section 42 of the Companies Act, 2013 i.e. delay in allotment of shares within prescribed timeline and not opening a separate bank account for receipt of share application money. The said application is in process with the relevant authority.

Taxation

The Company has received a demand notice in April 2018 from the Assistant Commissioner of Sales tax, Raigad Division with respect to the Sales Tax assessment for financial year 2011-12. The demand notice is issued for an amount of Rs. 10,066,786/- (inclusive of Tax, penalty and interest) pertaining to an input tax credit for Rs. 41,51,252/- wrongly availed by one of our customers during financial year 2011 -12. We have already filed an appeal with Deputy Commissioner of Sales Tax, Belapur Div. VAT-006 against the order.

Deposits

During the year, the Company has not accepted any deposits under the Companies Act, 2013.

25. Particulars of loans, guarantees or investments under Section 186.

The Company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. There is no investment and guarantee made during the year.

26. Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

27. Management Discussion and Analysis

The Management Discussion and Analysis for the year ended 31 March 2018 forms part of this Annual Report as Annexure V.

28. Board evaluation

In compliance with the provisions of Companies Act, 2013 and listing compliances, the Board carried out at an annual evaluation of its own performance and individual Directors. It also evaluated the performance of its committees. The evaluation inter alia covered different aspects viz. composition of the Board and its Committees, qualifications, performance, inter-personal skills, submissions done by the Director in varied disciplines related to the Company''s business.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo

- Conservation of Energy

No specific investment has been made in reduction in energy consumption.

- Technology Absorption

As the company has not acquired any technology, the question of absorption of technology does not apply to the company.

- Foreign Exchange Earning and Outgo

During the period under review the foreign exchange earnings and outflow were as follows:

1) Earnings USD 21,49,773.00

2) Outflow USD 21,28,277.00

30. Human Resources

Given that we are in the service industry employees remain the backbone of our service delivery and differentiation. Employees are engorged to contribute their best and appraised given feedback at regular intervals. During the year we added approximately 30 employees. Employees are given a proper orientation, training, rotation under a structured program.

31. Directorsâ Responsibility Statement

The Directorsâ Responsibility Statement referred to in clause 134(3)(c) of the Companies Act, 2013, state thatâ

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effective.

32. Acknowledgements

Your Company and its directors acknowledge with gratitude the support and co-operation received from the Members/ shareholders of the Company, Bankers, Local Bodies, Customers, Suppliers, Executives, Financial Institution and Central and State Governments.

Place: Mumbai By order of the Board of Directors

Sd/-

Date: 23^rd August, 2018 Abdul Khalik Chataiwala

Managing Director

DIN Number - 01942246

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Directors Report of Lancer Container Lines Ltd.

1. Financial Statements and Results

# EPS numbers are in actuals.

1.1 Brief description of the Company''s working during the year on Standalone basis:

1.2 Brief description of the Company''s working during the year on Consolidated basis:

2. Transfer to Reserve

3. Dividend:

4. Management''s Discussion and Analysis Report:

5. Strategic Developments and New Endeavors:

5.1 Acquisition of Bulkliner Logistics Limited:

5.2 Strategic Shift and Structural changes in Business Operations:

6. Changes in Capital Structure / Material Changes:

6.1. Conversion of 50 Foreign Currency Convertible Bonds ("FCCB") into equity shares:

6.2. Issue of Equity Shares towards Conversion of Outstanding Unsecured Loan through Preferential basis:

6.3. Issuance of Equity Shares to the Shareholders of M/s. Bulkliner Logistics Limited ("BLL") through swap of shares (forAcquisition of BLL):

7.1. Annual Return:

7.2. Committees:

> 7.2.1. Audit Committee:

> 7.2.2. Stakeholders'' Relationship Committee:

> 7.2.4. Corporate Social Responsibility Committee:

> 7.2.5. Risk Management Committee:

7.3. Board Meetings:

7.4. Details of Directors and Key Managerial Personnel:

Note: - Changes in Directors & Key Managerial Personnel during / after the Financial Year 2024-25:

7.5. Related Party Transactions:

7.6. Policy on Sexual Harassment of Women at Workplace:

7.7. Corporate Governance Compliance:

7.8. Adequacy of Internal Financial Controls:

7.10 Risk Management/Risk Management Policy.

7.11 Structure Digital Database Compliance (Pursuant to Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015)

8.1. Vigil Mechanism / Whistle-Blower Policy:

8.2. Code of Conduct:

8.3. Maternity Leave Policy

9. Board of the Directors & Key Managerial Personnel:

9.1. Retirement by Rotation

9.2. Declaration of Independent Directors:

9.3. Board Evaluation:

9.4. Remuneration policy and criteria for selection of candidates for appointment as Directors, key managerial personneland senior leadership positions.

10 Auditors & Auditors'' Report

10.1 Statutory Auditor

10.2 Secretarial Auditor

10.3 Cost Auditor & Cost Records

10.4 Internal Auditor

10.5 Reporting of Fraud

11 Director Responsibility Statement

12 Compliance with Secretarial Standards:

13 Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concernstatus and Company''s operations in future.

14 Change in nature of business, if any:

15 Details of Application /Any Proceeding Pending under the Insolvency and Bankruptcy Code 2016:

16 Details of Difference between amount of the valuation done at the time of one-time settlement and the valuation donewhile taking loan from Banks or financial institutions along with the reasons thereof:

17 Particulars of loans, guarantees or investments under Section 186 of Companies Act:

18. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

19. Disclosure required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

18 Deposits:

19 Subsidiary, Associate and Joint venture:

20 No Biasness Employer:

21 Appreciations & Acknowledgements:

On Behalf of Board of DirectorsFor Lancer Container Lines Limited

Sd/-

Place: Navi MumbaiDate: 12th August 2025

1. Financial Statements and Results

# EPS numbers are in actuals.

1.1 Brief description of the Company''s working during the year on Standalone basis.

1.2 Brief description of the Company''s working during the year on Consolidated basis

2. Transfer to Reserve

3. Management''s Discussion and Analysis Report

4. Business Expansions & New Projects

5. Change in Capital Structure/ Material Changes

5.1 Conversion of 230 Foreign Currency Convertible Bonds ("FCCB") into equity shares

5.2. Increase in Authorized Share Capital of the Company and consequent Alteration in Capital Clause of the Memorandum of Association of the Company

5. 3 Change in Capital structure due to Issue of Bonus at 2:1

5.4 Acquisition

5. 5 Unlisted Material Subsidiary

6. Disclosures under the Companies Act, 2013 and Listing Regulations

6.1 Extract of Annual Return:

6.2 Committees:

> 6.2.1 Audit Committee

> 6.2.2 Stakeholders'' Relationship Committee

> 6.2.3 Nomination and Remuneration Committee

> 6.2.4 Corporate Social Responsibility Committee

6.3. Issuance of Equity Shares to the Shareholders of M/s. Bulkliner Logistics Limited ("BLL") through swap of shares (for
Acquisition of BLL):

7.11 Structure Digital Database Compliance (Pursuant to Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015)

9.4. Remuneration policy and criteria for selection of candidates for appointment as Directors, key managerial personnel
and senior leadership positions.

13 Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status and Company''s operations in future.

16 Details of Difference between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from Banks or financial institutions along with the reasons thereof:

19. Disclosure required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

On Behalf of Board of Directors
For Lancer Container Lines Limited

Place: Navi Mumbai
Date: 12^th August 2025