Directors Report of Transindia Real Estate Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 4^th Annual Report along with the Audited Financial Statements of Transindia Real
Estate Limited ("TREL" or the "Company”) for the year ended March 31, 2025 ("F.Y. 2024-25“).

1. FINANCIAL HIGHLIGHTS

Particulars	Consolidated		Standalone
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Income from operations (Continuing)
Revenue from operations	8,263	9,682	5,485	7,477
Other Income	2,628	2,351	5,361	7,434
Total Income	10,891	12,033	10,846	14,911
Expenses
Operating expenses	792	1,926	434	1,710
Employee benefits expense	1,537	947	1,537	947
Depreciation and amortisation expense	1,697	1,620	647	725
Finance costs	337	818	286	726
Other Expenses	2,296	1,402	2,523	1,226
Total Expenses	6,661	6,713	5,427	5,334
Profit before exceptional items and tax	4,230	5,320	5,419	9,577
Exceptional items	3,212	28,156	(235)	30,221
Profit before tax after exceptional items	7,442	33,476	5,184	39,798
Tax expense:
-Current tax	1,748	9,485	1,047	9,418
-Deferred tax	431	(403)	541	(148)
Total Income Tax Expense	2,179	9,082	1,588	9,271
Profit after tax from continuing operations	5,263	24,394	3,596	30,527
Discontinued operations
Profit before tax for the year from discontinued operations	-	2,113	-	1,488
Exceptional Item	-	(1,488)	-	(1,488)
Income Tax Expense/(Credit)	-	27	-	-
Profit for the year from discontinued operations	-	652	-	-
Profit for the year from Continuing and Discontinuing Operations	5,263	25,046	3,596	30,527
Other comprehensive Income/Expenses
Items that will not be reclassified to subsequently to Profit and Loss	(5)	(14)	(5)	(14)
Items that will not be reclassified to subsequently to Profit and Loss	-	-	-	-
Other comprehensive Income for the year, net of tax	(5)	(14)	(5)	(14)
Total comprehensive Income for the period	5,258	25,032	3,591	30,513
Total comprehensive Income attributable to:
Equity holders of the parent	5,258	25,027	-	-
Non-controllng interest	-	5	-	-
Other comprehensive Income attributable to
Equity holders of the parent	(5)	(14)	-	-
Non-controlling interest	-	-	-	-

The Annual Audited (Standalone and Consolidated)
Financial Statements of the Company are complied with
Section 129 of the Companies Act, 2013 (the "Act" )and
are prepared in accordance with the Indian Accounting
Standards ("Ind AS") as notified under Section 133 of
the Act read with Companies (Accounts) Rules, 2014 and
other applicable provisions of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"). The Consolidated
Financial Statements presented by the Company include
the financial results of its subsidiary companies. The
Annual Audited (Standalone and Consolidated) Financial
Statements of the Company are prepared on a going-
concern basis.

2. PERFORMANCE OVERVIEW

During the financial year ended March 31, 2025, the
Company reported total income including revenue from
operations on a standalone basis of ''10,846 lakhs as
compared to ''14,911 lakhs in the previous year. The
Company and its subsidiary''s total income including
revenue from operations on a consolidated basis of
''10,891 lakhs as compared to ''12,033 lakhs in the
previous year.

The Company reported, standalone profit before
exceptional items and tax of ''5,419 lakhs as compared to
''9,577 lakhs in the previous year whereas consolidated
profit before exceptional items and tax of ''4,230 lakhs as
compared to ''5,320 lakhs in the previous year.

The Company reported, standalone net profit of ''3,596
lakhs as compared to ''30,527 lakhs in the previous
year while the consolidated net profit of ''5,263 lakhs as
compared to ''25,046 lakhs in the previous year.

3. BUSINESS OVERVIEW AND STATE OF THE
COMPANY''S AFFAIRS

The Company over the years has successfully developed
and exited nearly 5 million square feet of warehouse
space in close partnership with institutional investors.
These strategic collaborations have strengthened our
position as a leading player in the logistics real estate
sector. The synergies gained from these experiences
combined with growing domestic market, low labour cost,
increasing infrastructure spending by the Government
and increasing level of foreign direct investment, uniquely
position us to seize future opportunities. Our company
specialises in the development and leasing of industrial
and logistics parks, Container Freight Station (CFS),
Inland Container Depot (ICD), Private Freight Terminal
(PFT) and other real estate assets to the key market
players within the logistics sector. Additionally, we also
engage in the development of other real estate assets,
providing comprehensive solutions to meet the diverse
needs of our clients. We have successfully delivered
projects across major markets in India, which includes

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

4. SHARE CAPITAL

The Capital Structure of the Company is as follows:

Authorised Share Capital	Amount ('')
27,50,00,000 Equity Shares of ''2 each	55,00,00,000
Total	55,00,00,000
Issued, Subscribed and Paid-up Share Capital	Amount ('')
24,56,95,524 Equity Shares of ''2 each	49,13,91,048
Total	49,13,91,048

5. TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount to the reserves of the Company.

6. LIQUIDITY

Your Company maintains sufficient cash to meet its
operations and strategic objectives. On standalone
basis, the company reported, cash and investments (net
of borrowings) of ''11,960 Lakhs as at March 31, 2025 as
compared to ''35,865 Lakhs as at March 31, 2024.

7. DIVIDEND

During the financial year, the Board of Directors of
the Company had declared Interim Dividend of ''0.50
per share of face value of ''2 per share. To support
the Company''s growth plans and strengthen future
opportunities, the Board of Directors has decided to
retain profits for reinvestment and therefore, no final
dividend is proposed for F.Y.2024-25.

8. DEPOSITS

The Company has not accepted any public deposits,
and accordingly, no principal or interest amount was
outstanding in respect of such deposits as on the date
of the Balance Sheet. Furthermore, the Company has not
borrowed any funds from its Directors or their relatives,
in accordance with the definition of ''deposit'' under Rule
2(1)(c)(viii) of the Companies (Acceptance of Deposits)
Rules, 2014.

9. CHANGE IN NATURE OF BUSINESS

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

10. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED DURING THE
FINANCIAL YEAR AND BETWEEN THE END
OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT

There are no material changes and commitment
affecting the financial position of the company between
the end of the financial year to which these financial
statements relate and the date of the report.

Further, the Board of Directors, at its meeting held on
August 07, 2025, approved a Scheme of Merger of
Madanahatti Logistics and Industrial Parks Private
Limited, a Wholly Owned Subsidiary with Transindia Real
Estate Limited, the Holding Company.

The merger is subject to regulatory approvals and
compliance with the applicable laws. The Company will
make all requisite disclosures to the stock exchanges
and other stakeholders as and when there are further
developments in connection with the scheme.

11. SUBSIDIARY/ASSOCIATE/JOINT VENTURE
COMPANIES

During the year, the Company have 13 subsidiaries as
mentioned below:

Sr. No.	Name of Subsidiaries	Subsidiary/ Wholly Owned Subsidiary/ Associate/	% of holding
		Joint Venture
1.	Koproli Warehousing Private Limited	Subsidiary	99.17
2.	Allcargo Warehousing Management Private Limited	Wholly Owned Subsidiary	100
3.	Avvashya Projects Private Limited	Wholly Owned	100
		Subsidiary
4.	Madanahatti Logistics and Industrial Parks Private	Wholly Owned	100
	Limited	Subsidiary
5.	Marasandra Logistics and Industrial Parks Private	Wholly Owned	100
	Limited	Subsidiary
6.	Bhiwandi Multimodal Private	Wholly	100
	Limited	Owned Subsidiary
7.	Avvashya Inland Park Private Limited	Wholly Owned	100
		Subsidiary
8.	Dankuni Industrial Parks	Wholly	100
	Private Limited	Owned Subsidiary
9.	Hoskote Warehousing Private Limited	Wholly Owned	100
		Subsidiary

Sr. Name of Subsidiaries No.		Subsidiary/ Wholly Owned Subsidiary/ Associate/ Joint Venture	% of holding
10. Jhajjar Warehousing	Private	Wholly	100
Limited		Owned
		Subsidiary
11. AGL Warehousing	Private	Wholly	100
Limited#		Owned
		Subsidiary
12. Transindia Freight Services		Wholly	100
Private Limited*		Owned
		Subsidiary
13. Allcargo Inland Park	Private	Wholly	100
Limited		Owned
		Subsidiary

During the year under review, the Company has converted
loans extended to subsidiaries of the Company namely
Koproli Warehousing Private Limited, Allcargo Inland
Park Private Limited, Avvashya Inland Park Private
Limited, Marasandra Logistics and Industrial Parks
Private Limited and Jhajjar Warehousing Private Limited
into equity shares of the respective Companies. This
conversion helps the subsidiaries to reduce their debt
burden and improve their overall financial health, while
simultaneously increasing the Company''s ownership
stake in these entities.

The Board of Directors of Madanahatti Logistics
and Industrial Parks Private Limited, a Wholly Owned
Subsidiary Company at its meeting held on March 24,
2025, approved the redemption of 1,07,78,147 Class A
Optionally Convertible Debentures, held by the Company.

#The Company held 93.38% equity stake in AGL
Warehousing Private Limited, a Subsidiary Company with
the remaining 6.62% held by Contech Logistics Solutions
Private Limited. On July 23, 2024, the Company executed
a Share Purchase Agreement with Contech Logistics
Solutions Private Limited and AGL Warehousing Private
Limited to acquire the remaining equity shares. W.e.f.
July 24, 2024, AGL Warehousing Private Limited became
a Wholly Owned Subsidiary of the Company.

*Further, the Company entered into Share Purchase
Agreement with Transindia Freight Services Private
Limited to acquire 100% of its equity shares and w.e.f.
from September 6, 2024, Transindia Freight Services
Private Limited has become Wholly Owned Subsidiary
of the Company.

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

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

During the year review, none of the Company ceased to
be the subsidiary of the Company.

There are no associate or joint venture companies within
the meaning of Section 2(6) of the Act.

12. MATERIAL SUBSIDIARIES

As on March 31, 2025, the Company has 2 (two)
unlisted material subsidiaries viz., Koproli Warehousing
Private Limited and AGL Warehousing Private Limited.
The Company has a policy for determining material
subsidiaries and the same is available on the Company''s
website at https://www.transindia.co.in/investors-
corporate-policies .

13. PARTICULARS OF CONTRACTS/ARRANGEMENTS
WITH RELATED PARTIES

In line with the requirements of the Act and SEBI Listing
Regulations, your Company has formulated a Policy
on Related Party Transactions which is also available
on the Company''s website at https://www.transindia.
co.in/investors-corporate-policies/. All Related Party
Transactions are placed before the Audit Committee for
its review and approval. An omnibus approval from Audit
Committee is obtained for the Related Party Transactions
which are repetitive in nature. All transactions with Related
Parties entered into during the year under review were at
arm''s length basis and in the ordinary course of business
and in accordance with the provisions of the Act and
the rules made thereunder, the SEBI Listing Regulations
and Company''s Policy on Related Party Transactions. All
related party transactions undertaken by the Company
with its related parties, as defined under Section 2(76)
and falling within the scope of Section 188(1) of the Act,
were within the threshold limits prescribed under Rule
15 of the Companies (Meetings of Board and its Powers)
Rules, 2014. Accordingly, the disclosure requirement in
Form AOC-2 under Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014, is not
applicable for the financial year 2024-25.

Your Company did not enter into any Related Party
Transactions during the year under review, which are
prejudicial to the interest of minority shareholders.

Pursuant to the provisions of Regulation 23 of SEBI
Listing Regulations, the Company has filed half yearly
reports to the stock exchanges, for the Related Party
Transactions.

14. PARTICULARS OF LOANS, INVESTMENTS,
GUARANTEES OR SECURITIES

The Company is engaged in the business of providing
infrastructural facilities, including the development of
real estate in relation to warehouses and logistic parks,
which falls within the scope of Schedule VI of the
Companies Act, 2013. Accordingly, in terms of Section
186(11) of the Act, the provisions of Section 186 (except
sub-section (1)) relating to loans, guarantees, securities
and investments are not applicable to the Company.

15. BOARD DIVERSITY

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

16. DIRECTORS AND KEY MANAGERIAL PERSONNELS
("KMPs")

Board of Directors

As on March 31, 2025, the Board of Directors consists
of 6 (Six) Directors, comprising 3 (Three) Non¬
Executive Independent Directors, including 1 (One)
Woman Independent Director, 2 (Two) Non-Executive
Non-Independent Director including 1 (One) Woman
Non-Executive Non-Independent Director and 1 (One)
Executive Director. The details of Board of Directors
and Committee composition and other details are
available in the Corporate Governance Report. In terms
of the requirement of SEBI Listing Regulations, Board
of Directors has identified skills, expertise and core
competencies of the Directors in the context of your
Company''s business for effective functioning. The key
skills, expertise and core competencies of your Board
of Directors are detailed in the Corporate Governance
Report.

KMPs

As on March 31, 2025, following are the KMPs of your
Company as per Section 2(51) and Section 203 of the
Act:

Sr. No.	Name	Designation
1.	Mr. Jatin Chokshi	Managing Director
2.	Mr. Ram Walase	Chief Executive Officer
3.	Mr. Nilesh Mishra	Chief Financial Officer
4.	Mrs. Khushboo Mishra	Company Secretary and Compliance Officer

Appointment/Cessation/Change in Director and KM Ps
during the year under review

Mr. Nilesh Mishra has been appointed as the Chief
Financial Officer of the Company w.e.f. January 30, 2025,
as recommended by Nomination and Remuneration
Committee and approved by the Board of Directors at
their meeting held on January 30, 2025.

Consequent to the appointment of Mr. Nilesh Mishra
as the Chief Financial Officer of the Company, the
designation of Mr. Mahesh Shetty existing Chief Financial
Officer, has been changed to Head - Risk Management
and Process Improvement w.e.f. January 30, 2025.

Subsequent to the closure of the financial year i.e
March 31, 2025

Mr. Ram Walase, who is currently serving as Chief
Executive Officer, was appointed as an Additional
Director and Whole Time Director designated as
Executive Director of the Company as recommended
by Nomination and Remuneration Committee and
approved by the Board of Directors at their meeting held
on August 07, 2025 at, for a term of 3 (three) consecutive
years commencing from August 07, 2025 to August 06,
2028, subject to the approval of the shareholders.

In accordance with the provisions of Section 152 of the
Act, read with rules made thereunder, Ms. Shloka Shetty
(DIN:10052463), Non-Executive, Non-Independent
Director of the Company, is liable to retire by rotation at
the ensuing Annual General Meeting ("AGM") and being
eligible, offers herself for re-appointment.

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

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

17. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board of Directors met 4
(Four) times during the year. The details of the meetings
are furnished in the Corporate Governance Report which
is annexed as “Annexure-II" to this Board''s Report. The
gap between two Board Meetings was within the time
prescribed under the Act and SEBI Listing Regulations.

18. DECLARATION BY INDEPENDENT DIRECTORS

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

Further, in the opinion of the Board of Directors, all the
Independent Directors possess the integrity, expertise

and experience including the proficiency required to be
an Independent Directors of the Company.

19. EVALUATION OF PERFORMANCE OF THE
BOARD, ITS COMMITTEE(S) AND INDIVIDUAL
DIRECTORS

Details of Evaluation of Performance of the Board of
Directors, its Committees and Individual Directors are
disclosed in the Corporate Governance Report.

20. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability, confirm
that:

a) In the preparation of Annual Accounts for the F.Y.
2024-25, the applicable accounting standards
have been followed and there has been no material
departure;

b) The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state
of affairs of the Company at the end of financial
year and of the Profits of the Company for the F.Y.
2024-25;

c) The Directors have taken proper and sufficient
care to the best of their knowledge and ability
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) The Directors have prepared annual accounts on a
going concern basis;

e) The Directors have laid down proper Internal
Financial Controls to be followed by the Company
and that such Internal Financial Controls are
adequate and operating effectively;

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

21. HUMAN RESOURCE MANAGEMENT AND
MANAGERIAL REMUNERATION

We are committed to hiring and retaining the best talent
and being among the industry''s leading employers. We
focus on promoting a collaborative, transparent and
participative organisational culture, rewarding merit
and sustained high performance. Our Human Resource
Management focuses on talent-growth opportunities,
people-centric culture, career and learning and awards
and recognition which helps the employees to grow in
their careers and navigate their next.

Details required under Section 197(12) of the Act read
with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
the details of the ratio of remuneration of each director
to the median employee''s remuneration are annexed as
“Annexure-III" to this Board''s Report.

22. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility
("CSR") Policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year are annexed as “Annexure-IV" to this Board''s
Report in the format as prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The
CSR Policy is available on Company''s website at https://
www.transindia.co.in/investors-corporate-policies .

Chief Financial Officer of the Company has certified
that the funds disbursed for CSR related activities have
been utilised for the purpose and in the manner as
recommended by CSR Committee and approved by the
Board of Directors for the F.Y. 2024-25.

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

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

24. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

25. AUDITORS AND AUDITOR''S REPORT

A. STATUTORY AUDITORS

M/s. C.C. Dangi & Associates, Chartered
Accountants (ICAI FRN: 102105W), were appointed
as the Statutory Auditors of the Company at the
AGM held on September 30, 2022, for a term of 5
consecutive years from the conclusion of 1^st Annual
General Meeting till the conclusion of 6^th Annual
General Meeting to be held in the F.Y. 2026-27.

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

The Statutory Auditors'' Reports on the Annual
Audited Financial Statements for the F.Y. 2024-25
forms part of this Annual Report.

The Statutory Auditor''s Report do not contain any
qualification, reservation or adverse remark or
disclaimer.

B. SECRETARIAL AUDITORS

The Secretarial Audit Report in Form MR-3 and
Annual Secretarial Compliance Report issued
by M/s. AVS & Associates, Practicing Company
Secretaries, Secretarial Auditors of the Company,
a Peer Review Firm (Peer Review No. 1451/2021)
for the F.Y. 2024-25 is annexed as “Annexure-VI" to
this Board''s Report pursuant to Compliance with
Section 204 of the Act and Regulation 24A of SEBI
Listing Regulations.

The Secretarial Auditor, in his report, stated
that there were three material related party
transactions for which the Company obtained
post-facto approvals from Audit Committee and
the Shareholders, as required under Regulations
23(2) and 23(4) of SEBI Listing Regulations. Upon
identification of these transactions, the Company
promptly secured the necessary post-facto
approvals from the Audit Committee on January
30, 2025 and from the Shareholders on March 09,
2025 and ensuring compliance with the applicable
regulatory requirements.

Apart from as mentioned above, the Secretarial
Auditor''s Report and Annual Secretarial Compliance
Report does not contain any qualification,
reservation or adverse remark or disclaimer which
has any material adverse effect on the functioning
of the Company.

In compliance with Regulation 24A of SEBI Listing
Regulations and Section 204 of the Act read
with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors of the Company on
the recommendation of the Audit Committee, has
approved the appointment of M/s. AVS & Associates,
Practicing Company Secretaries, a Peer Review
Firm (CP No: 16806 and Peer Review Certificate
No. 1451/2021) as the Secretarial Auditors of the
Company for 1^st term of five consecutive years from
F.Y. 2025-26 to F.Y. 2029-30.

A detailed proposal for appointment of M/s. AVS
and Associates, as the Secretarial Auditors of the
Company forms part of the Notice convening 4^th
AGM.

The Secretarial Audit Reports in Form MR-3 of
Koproli Warehousing Private Limited and AGL
Warehousing Private Limited, Material Unlisted
Subsidiaries of the Company, received from
M/s. AVS & Associates, for the F.Y. 2024-25 is
annexed as “Annexure-VII" to this Board''s Report.

C. INTERNAL AUDIT

The Company has in place an adequate internal
audit framework to monitor the efficacy of the
internal controls with the objective of providing to
the Audit Committee and the Board of Directors, an
independent, objective and reasonable assurance
on the adequacy and effectiveness of the

Company''s processes. The Internal Audit function
develops an Audit Plan for the Company, which
inter-alia, covers core business operations as well as
support functions which is reviewed and approved
by the Audit Committee on an annual basis. The
Internal Audit approach verifies compliance with
the operational and system related procedures and
controls. Significant audit observations, if any, are
presented to the Audit Committee, together with the
status of the management actions and the progress
of the implementation of the recommendations on
a regular basis.

During the year under review, there is no suspected
frauds or irregularity or a failure of internal control
systems of a material nature which require reporting
to the Board of Directors or the Audit Committee.

26. REPORTING OF FRAUD BY THE AUDITORS OF
THE COMPANY UNDER SECTION 143(12)

During the year under review, the Statutory Auditors and
the Secretarial Auditors have not reported to the Board
of Directors or the Audit Committee, as required under
Section 134(3)(ca) and 143(12) of the Act, any instances
of fraud committed against the Company by its officers
or employees.

27. MAINTENANCE COST RECORDS

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

28. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and
Regulation 19 of SEBI Listing Regulations and on the
recommendation of the Nomination and Remuneration
Committee, the Board of Directors has adopted the
Nomination and Remuneration Policy for selection and
appointment of Directors, Senior Management including
KMPs and their remuneration. The details of the Policy
are stated in the Corporate Governance Report and have
been placed on the Company''s website at https://www.
transindia.co.in/investors-corporate-policies .

29. RISK MANAGEMENT POLICY

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

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

30. WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

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

Accordingly, the Board of Directors has formulated
Vigil Mechanism which provides a robust framework
for dealing with genuine concerns and grievances.
Specifically, employees can raise concerns regarding
any discrimination, harassment, victimisation, any
other unfair practice being adopted against them or any
instances of fraud by or against your Company.

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

31. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company strongly believes in providing a safe and
harassment-free workplace for each and every individual
working for the Company through various interventions
and practices. It is the continuous endeavour of the
Management of the Company to create and provide
an environment to all its employees that is free from
discrimination and harassment including sexual
harassment.

The Company has framed Policy and Guidelines for
Prevention and Prohibition of Sexual Harassment at
Workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act")
which is hosted on the Company''s website at https://
www.transindia.co.in/investors-corporate-policies . The
Company has arranged various interactive awareness
workshops in this regard for the employees at the
manufacturing sites, R&D setups and corporate office
during the year under review.

Details required as per Rule 8 of Companies (Accounts)
Rules, 2014 are mentioned below:

Sr. No.	Particulars	No. of Complaints
1.	Number of complaints of sexual harassment received during the year	0
2.	Number of complaints disposed off during the year	N.A.
3.	Number of cases pending for more than ninety days	N.A.

The Company has complied with the provisions relating
to the constitution of the Internal Complaints Committee
under the POSH Act. All employees, whether permanent,
contractual, temporary and trainees are covered under
this Policy. The Company has duly constituted internal
complaint committee as required under the provisions
of POSH Act.

32. MATERNITY

The Company has complied with the provisions relating
to the Maternity Benefits Act, 1961.

33. CODE FOR PREVENTION OF INSIDER TRADING

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

34. INTERNAL CONTROL SYSTEMS AND ADEQUACY
OF INTERNAL FINANCIAL CONTROLS

The Company has in place an Internal Financial Control
System, commensurate with the size, scale and
complexity of its operations to ensure proper recording
of financial and operational information and compliance
with various internal controls, statutory compliances and
other regulatory compliances.

During the year under review, no material or serious
observation has been received from the Internal Auditors
of the Company for inefficiency or inadequacy of such
controls. The finance department monitors and evaluates
the efficacy and adequacy of the internal control system
in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of
the Company.

Based on the report of the Internal Audit function,
corrective actions in the respective area are undertaken
and controls are strengthened. Significant audit
observations, if any, and recommendations along with
corrective action suggested thereon are presented to
the Audit Committee of the Board of Directors. The
Company is periodically following all the applicable Indian
Accounting Standards for properly maintaining the books
of accounts and reporting financial statements. The
details in respect of internal financial controls and their
adequacy are included in the Management discussion
and Analysis, forms part of this Annual Report.

35. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain highest
standards of corporate governance practices. The report
on Corporate Governance as per Regulation 34(3) read
with Para C of Schedule V of SEBI Listing Regulations
forms part of this Annual Report and is annexed as
“Annexure-II" to this Board''s Report. A certificate from
the Secretarial Auditor of the Company confirming
compliance with the conditions of Corporate Governance
is annexed to the Corporate Governance Report.

In compliance with corporate governance requirements
as per SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for
all Board Members and Senior Management of your
Company ("Code of Conduct"), who have affirmed the
compliance thereto. The Code of Conduct is available on
the Company''s website at https://www.transindia.co.in/
investors-corporate-policies/.

36. GENERAL/OTHER DISCLOSURES

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

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

b. Issue of sweat equity shares.

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

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

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

f. The Company has not bought back any of its
securities.

g. The Company has not issued any bonus shares.

h. The Company has not issued any shares on right
basis.

i. No application was made by the Company under
the Insolvency & Bankruptcy Code, 2016

? INVESTOR RELATIONS

Throughout the financial year, the Company continued its
interactions with analysts and investors, establishing a
relationship of transparency and mutual understanding.
The Management of the Company engages with the
investor community through different means such as
one-on-one meetings, group meetings and warehouse
site visits. Additionally, the Company conducts half yearly
earnings conference calls, following the announcement
of the financial results. These interactions take place
either virtually or in person and aim to provide a
comprehensive overview of the Company''s operations,
business and financial performance as well as industry
developments.

To ensure transparency and equal access of information
to all stakeholders and the general public, the Company
uploads relevant details of the schedules, presentations,
recordings, transcripts etc. of the interactions held on
its website and on the websites of the Stock Exchanges
where its equity shares are listed, at various stages of
the interactions and confirmation that no unpublished
price sensitive information is discussed/disclosed
during interactions to create confidence and maintain
sanctity of the meet/call. The disclosures, presentation,
transcripts and the recordings of the interactions are
hosted on the Company''s website at https://www.
transindia.co.in/investors/ for a minimum period of five
years and thereafter as per the archival policy of the
Company.

The investor relations information available on the
Company''s website at https://www.transindia.co.in/
investors .

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

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

? EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft Annual
Return as on March 31, 2025 prepared in accordance with
Section 92(3) of the Act is made available on the website
of your Company and can be accessed at https://www.
transindia.co.in/investors-transindia-real-estate/

? INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provision of Sections 124 and 125
of the Act and Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), dividends not encashed/claimed within
7 consecutive years from the date of declaration are to
be transferred to the Investor Education and Protection
Fund Authority ("IEPF Authority").

The IEPF rules mandate Companies to transfer shares of
the Members whose dividend remain unpaid/unclaimed
for a period of 7 consecutive years or more to the demat
account of IEPF Authority established by the Central
Government. The Members, whose dividend/shares
are transferred to the IEPF Authority, can claim their
dividend/shares from the IEPF Authority.

The statutory timelines for claiming unpaid and
unclaimed dividend declared by the Company is provided
hereunder:

		Due
FY Type of '' '' Dividend	Date of	Last date to date to
	Declaration claim transfer to IEPF
2024-25 Interim	August	07, September October
Dividend	2024	13, 2031 12, 2031

Pursuant to the Scheme of Arrangement and
Demerger between Allcargo Logistics Limited
("Demerged Company"), Allcargo Terminals Private
Limited (now known as Allcargo Terminals Limited)
("Resulting Company 1") and Transindia Realty &
Logistics Parks Limited (now known as Transindia Real
Estate Limited) ("Resulting Company 2"), 4,643 equity
shares are transferred to the IEPF Authority.

Further, in accordance with the provisions contained
under Rule 7(2A) of the IEPF Rules, the Company
Secretary has been appointed as the Nodal Officer.
Contact information of the Nodal Officer for the purpose
of co-ordination with the IEPF Authority are available on
the Company''s website.

Furthermore, shares in respect of which dividend shall
remain unclaimed for 7 consecutive years, will be
transferred to the IEPF Authority. The Company will
transfer the said shares, after sending an intimation of
the proposed transfer in advance to the Members, as
well as publish a public notice in this regard.

Details of unpaid/unclaimed dividend are as follows:

F.Y.			Dividend
	Type of Dividend	Declared	Paid	Unpaid
2024-25	Interim Dividend	''12,28,47,762	''12,27,69,939.50	''77,822.50

Details of unpaid/unclaimed dividend and Members whose shares are liable to be transferred to IEPF Authority are
uploaded on the Company''s website.

? CEO AND CFO CERTIFICATE

In accordance with the provisions of Regulation 17(8) of SEBI Listing Regulations, certificate from Chief Executive Officer
and Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2025, is annexed as
“Annexure-B" to the Corporate Governance Report.

? COMPLIANCE WITH SECRETARIAL STANDARDS

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

? SAFETY, HEALTH AND ENVIRONMENT

The Company is committed towards bringing Safety, Health and Environment awareness among its employees. It also
believes in safety and health enrichment of its employees and committed to provide a healthy and safe workplace for all its
employees. Fire and Safety drills are conducted for all employees and security personnel and all fire hydrants are monitored
strictly as the preparedness for emergency. Also, Green initiatives are taken at various locations to protect the environment.

? DISCLOSURES WITH RESPECT TO UNCLAIMED SECURITIES SUSPENSE ESCROW ACCOUNT/DEMAT SUSPENSE
ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

Pursuant to the Scheme of Arrangement and Demerger between Allcargo Logistics Limited ("Demerged Company"),
Allcargo Terminals Private Limited (now known as Allcargo Terminals Limited) ("Resulting Company 1") and Transindia
Realty & Logistics Parks Limited (now known as Transindia Real Estate Limited) ("Resulting Company 2"), resulting
Company was not permitted to issue and allot new equity shares in physical form and in case where the demat account
details of shareholders of the Demerged Company were not available, it shall issue and allot such shares in lieu of the
respective new equity share entitlement of such shareholders, into a Demat Suspense Account.

The status in respect of the above as on March 31, 2025 is given below:

Particulars	No. of Shareholders	No. of Shares
Aggregate number of shareholders and TREL shares lying in the escrow demat account as on April 1, 2024	40	72,017
Number of TREL shares transferred in favour of IEPF Authority from the escrow demat account during F.Y. 2024-25	Nil	Nil
Number of shareholders/legal heirs to whom TREL shares were transferred from the escrow demat account during F.Y. 2024-25	4	43,605
Aggregate number of shareholders and TREL shares held in the escrow demat account as on March 31, 2025	36	28,412

37. ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their appreciation for the continued co-operation and support
extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, stock
exchanges, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders
during the year.

The Directors also convey their appreciation to employees at all levels for their contribution, commendable efforts,
teamwork, professionalism, dedicated services and confidence in the management.

For and on behalf of the Board of Directors of
Transindia Real Estate Limited

Sd/- Sd/-

Jatin Chokshi Shloka Shetty

Managing Director Non-Executive Director

(DIN: 00495015) (DIN: 10052463)

Place: Mumbai
Date: 07/08/2025

---

Mar 31, 2024

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

FINANCIAL HIGHLIGHTS

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

('' in lakhs)

Particulars	Consolidated		Standalone
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Income from operations
Revenue from operations	9,682	13,632	7,477	8,159
Other Income	2,341	680	2,197	833
Finance Income	10	92	5,237	1,268
Total Income	12,033	14,404	14,911	10,260
Expenses
Cost of services rendered	1,926	2,981	1,710	2,680
Employee benefits expense	947	813	947	813
Depreciation and amortisation expense	1,620	2,169	725	714
Finance costs	818	3,841	726	1,078
Other Expenses	1,402	2,351	1,226	1,703
Total Expenses	6,713	12,155	5,334	6,988
Profit before exceptional items and tax	5,320	2,249	9,577	3,272
Exceptional items	28,156	(1,346)	30,221	375
Profit before tax after exceptional items	33,476	903	39,798	3,646
Tax expense
-Current tax	9,485	1,067	9418	848
-Deferred tax	(403)	(893)	(148)	(824)
Total Income Tax Expense	9,082	174	9,270	24
Profit after tax from continuing operations	24,394	729	30,528	3,623
Discontinued operations
Profit before tax for the year from discontinued operations	2,113	2,516	1,488	1,282
Exceptional Item	(1,488)	-	(1,488)	-
	625	2,516	-	1,282
Income Tax Expense/(Credit)	27	(461)	-	215
Profit for the year from discontinued operations	652	2,055	-	1,067
Profit for the year from Continuing and Discontinuing Operations	25,046	2,784	30,528	4,690
Other comprehensive Income/Expenses
Items that will not be reclassified to subsequently to Profit and Loss
Re-measurement (loss)/gain on defined benefit plans	(14)	(2)	(14)	(2)
Other comprehensive Income for the year, net of tax	(14)	(2)	(14)	(2)
Total comprehensive Income for the period	25,032	2,782	30,514	4,688

Particulars	Consolidated		Standalone
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Total comprehensive Income attributable to
Equity holders of the parent	25,027	2,761	30,514	4,688
Non-controlling interest	5	21	-	-
Other comprehensive Income attributable to
Equity holders of the parent	(14)	(2)	(14)	(2)
Non-controlling interest	-	-	-	-
Other comprehensive Income for the year, net of tax	(14)	(2)	(14)	(2)

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

PERFORMACE OVERVIEW

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

LISTING OF EQUITY SHARES OF THE COMPANY

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

BUSINESS OVERVIEW AND STATE OF THE COMPANY''S AFFAIRS

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

Our company specializes in the development and leasing of industrial and logistics parks, Container Freight Station (CFS), Inland Container Depot (ICD), Private Freight Terminal (PFT), and other real estate assets to the key market players within the logistics sector. Additionally we also engage in the development of other real estate assets, providing

comprehensive solutions to meet the diverse needs of our clients. We have successfully delivered projects across major markets in India, which includes micro-markets around Mumbai, Bengaluru, Delhi NCR, Kolkata, and Chennai.

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

DIVIDEND

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

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

TRANSFER TO RESERVES

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

CAPITAL STRUCTURE

The Capital Structure of the Company is as follows:

Authorised Share Capital	Amount (?)
27,50,00,000 Equity Shares of '' 2 each	55,00,00,000
Total	55,00,00,000
Issued, Subscribed and Paid-up Share Capital	Amount (?)
24,56,95,524 Equity Shares of '' 2 each	49,13,91,048
Total	49,13,91,048

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Sale of Wholly Owned Subsidiary and Undertakings

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

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

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

SUBSIDIARY, ASSOCIATE OR JOINT VENTURES

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

Sr No	Name of Subsidiaries	WOS/ Subsidiary/ Associates/ Investment	% of holding
1	Allcargo Inland Park Private Limited	WOS	100
21	Allcargo Multimodal Private Limited	WOS	100
3	Jhajjar Warehousing Private Limited	WOS	100
4	Bhiwandi Multimodal Private Limited	WOS	100
5	Allcargo warehousing Management Private Limited	WOS	100
6	Madanahatti Logistics and Industrial Parks Private Limited	WOS	100
7	Marasandra Logistics and Industrial Parks Private Limited	WOS	100
8	Avvashya Projects Private Limited	WOS	100
9	Avvashya Inland Park Private Limited	WOS	100
10	Dankuni Industrial Parks Private Limited	WOS	100
11	Hoskote Warehousing Private Limited	WOS	100
12# AGL Warehousing Private Limited		Subsidiary	93.38
13	Koproli Warehousing Private Limited	Subsidiary	99

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

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

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

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

CHANGE IN NATURE OF BUSINESS

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

MATERIAL SUBSIDIARIES

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

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

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

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

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

CORPORATE GOVERNANCE REPORT

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

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

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

Appointment/Cessation/Change in Designation of Directors

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

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

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

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

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

Key Managerial Personnel

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

- Mr. Jatin Jayantilal Chokshi, Managing Director

- Mr. Ram Narayan Walase, Cheif Executive Officer

- Mr. Mahesh Hiriyanna Shetty, Chief Financial Officer

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

Cessation:

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

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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

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

BOARD MEETINGS

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

INDEPENDENT DIRECTOR''S MEETING

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

COMMITTEES OF THE BOARD

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

Statutory Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

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

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

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

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

BOARD DIVERSITY

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

NOMINATION AND REMUNERATION POLICY:

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

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

RISK MANAGEMENT POLICY

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

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

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

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

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

LOANS AND INVESTMENTS:

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

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (''CSR Policy'') Rules, 2014 are set out in ''Annexure-IV'' of this Board''s Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on Company''s website at https://www.transindia.co.in/investors-corporate-policies/.

HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION

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

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

WHISTLE BLOWER POLICY & VIGIL MECHANISM

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

EXTRACT OF ANNUAL RETURN

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

DEPOSITS

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

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

INVESTOR EDUCATION & PROTECTION FUND

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

AUDITORS AND AUDITOR''S REPORT Statutory Auditors

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

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

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

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

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

Secretarial Auditor

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

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

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

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

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

MAINTENANCE OF COST RECORDS

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

SHARE REGISTRAR AND TRANSFER AGENT

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

BANK AND FINANCIAL INSTITUTIONS:

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

CODE FOR PREVENTION OF INSIDER TRADING

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

SAFETY, HEALTH AND ENVIRONMENT

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

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

GENERAL/OTHER DISCLOSURES:

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

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

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

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

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

in the company or its holding company to be held by them by way of beneficial ownership, then disclosures of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

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

DISCLOSURES WITH RESPECT TO UNCLAIMED SECURITIES SUSPENSE ESCROW ACCOUNT

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

ACKNOWLEDGMENTS

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

For and on behalf of the Board of Directors of Transindia Real Estate Limited

(Formerly known as TransIndia Realty & Logistics Parks Limited)

sd/- sd/-

Mr. Jatin Jayantilal Ms. Shloka Shashikiran Chokshi Shetty

Managing Director Non -Executive Director (DIN: 00495015) (DIN: 10052463)

Place: Mumbai Date: August 07, 2024

1

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

---

Mar 31, 2023

The Directors present their 2^nd Annual Report along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The Company''s performance during the year ended March 31, 2023 as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	31st March 2023	31st March 2022	31st March 2023	31st March 2022
Income from operations
Revenue from operations	13,632	-	8,159	-
Other income	680	-	833	-
Finance Income	92	-	1,268	-
Total Income	14,404	-	10,260	-
Expenses
Cost of services rendered	2,981		2,680	-
Employee benefits expense	813		813	-
Depreciation and amortisation expense	2,169		714	-
Finance costs	3,841		1,078	-
Other Expenses	2,351	1	1,703	1
Total expenses	12,155	1	6,988	1
Profit before exceptional items and tax	2,249	(1)	3,272	(1)
Exceptional items	1,346		375
Profit before tax after exceptional items	903	-	3,646	(1)
Tax expense		-
-Current tax	1,067	-	848	-
-Deferred tax	(893)	-	(824)	-
Total Income Tax expense	174	-	24
Profit after tax from continuing operations	729	(1)	24	-
Discontinued operations
Profit before tax for the year from discontinued operations	2,516	-	1,282	-
Income tax expense	461	-	215	-
Profit for the year from discontinued operations	2,054	-	1,067	-
Profit for the year from Continuing and Discontinuing Operations	2,783	(1)	4,690	(1)
Other comprehensive income
Items that will not be reclassified to subsequently to Profit and Loss
Re-measurement (loss)/gain on defined benefit plans	(2)	-	(2)	-
Other comprehensive income for the year, net of tax	(2)	-	(2)	-
Total comprehensive income for the period	2,781	(1)	4,688	(1)

('' in Lakhs)
Particulars	Consolidated		Standalone
	31st March 2023	31st March 2022	31st March 2023	31st March 2022
Profit attributable to
Equity holders of the parent	2,762	(1)	4686	(1)
Non-controlling interest	21		-
Other comprehensive income attributable to
Equity holders of the parent	(2)	-	(2)	-
Non-controlling interest	-	-	-	-
Other comprehensive income for the year, net of tax	(2)	-	(2)	-
Total comprehensive income for the period	2,781	(1)	4,688	(1)

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

SCHEME OF ARRANGEMENT AND DEMERGER

The Board of Directors of Transindia Real Estate Limited (Formerly known as Transindia Realty & Logistics Parks Limited) (TREL)/ the "Company” in their meeting held on December 23, 2021, had approved the scheme of arrangement and demerger (the "Scheme”) between Allcargo Logistics Limited ("Demerged Company”), Allcargo Terminals Private Limited ("Resulting Company 1” / "ATL”) and Transindia Realty & Logistics Parks Limited ("Resulting Company 2”) and their respective Shareholders (the "Scheme”).

Pursuant to the Scheme, the construction & leasing of Logistics Parks, leasing of land & commercial properties and Engineering Solutions (hiring and leasing of equipment''s) and any other related logistics businesses of Allcargo Logistics Limited was demerged/transferred to TREL.

The salient features of the said Scheme are set forth hereunder:

S,r. Particulars No.		Details
1	Demerged Company	Allcargo Logistics Limited
2	Resulting Company 1	Allcargo Terminals Limited
3	Resulting Company 2	Transindia Realty & Logistics Parks Limited
4	Appointed Date	April 1, 2022
5	Rationale for the Scheme	See the chapter titled "Objects and Rationale of the Scheme” on page 69.
6	Date of Approval of Scheme by NCLT	January 5, 2023
7	Effective Date	April 1, 2023
8	Record Date	April 18, 2023

Sr

Particulars Details

No.

9 Exchange Ratio 1 equity share of '' 2 each

fully paid up of Resulting Company 1 and 2 for every 1 equity shares of '' 2 each fully paid up held in the Demerged Company.

10 No. of Shares Issued 24,56,95,524 Equity Shares in terms of Scheme

by our Company

Approvals with respect to the Scheme

The Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench Court III vide its Order dated January 05, 2023, in 38.C.P.(CAA)/215/MB/2022 in C.A.(CAA)/193/MB/2022 approved the Scheme of Arrangement and Demerger.

BUSINESS OVERVIEW AND STATE OF THE COMPANY''S AFFAIRS

The Company was created to tap the opportunities present in the industrial real estate space owing to boom in logistics and manufacturing in India. Initiatives such as introduction of GST, Make in India program, PM Gati Shakti, Sagarmala programme, Bharatmala programme, PLI scheme, and the National Logistics Policy has provided the much needed boost to this sector. Further growing domestic market, low labour cost, increasing infrastructure spending by the Government and increasing level of foreign direct investment, have contributed to the rapid growth of the sector. The Company has capabilities of developing fixed income annuity-based assets through industrial & logistics park, commercial space, and leasing developed land for CFS / ICD / PFT operations. The Company is very well positioned to be one of the top players in the Indian Industrial Real estate industry with 5.5 million square feet of assets developed and managed across India.

Some of the factors that contribute to achieve this goal are:

• Lands acquired at strategic Location

• Strong Domain Expertise

• In-depth understanding of local nuances specific to industry, sectors, and regions TREL have extended footprint across India with projects developed or being developed in Mumbai (Bhiwandi and JNPT), Bengaluru (Malur & Hoskote), Delhi NCR (Farukhnagar), Kolkata (Dankuni), Patna & Chennai.

CHANGE OF NAME OF THE COMPANY

The members of the company at their Extra Ordinary General Meeting held on April 14, 2023 approved the change of name of the Company from Transindia Realty & Logistics Parks Limited to Transindia Real Estate Limited and the company has received the new certificate of incorporation on May 15, 2023.

DIVIDEND

Considering the future business plans of the company along with requirement of the funds for execution of those plans, your directors think it is prudent not to recommend any dividend to the shareholders for the Financial Year ended March 31, 2023.

TRANSFER TO RESERVES

During the Financial Year under review, no amount has been transferred to any reserve of the Company.

CAPITAL STRUCTURE

The details of the capital structure of our company is as follows:

The initial issued and paid-up equity share capital of Transindia Real Estate Limited was 7 equity shares of '' 10/-each, aggregating to '' 70/-.

A. Pre-Scheme capital structure of our Company as on December 23, 2021:

Authorised Share Capital	Amount (?)
10,000 Equity Shares of '' 10 each	1,00,000
Total	1,00,000
Issued, Subscribed and Paid-up Share Capital	Amount (?)
7 Equity Shares of '' 10 each	70
Total	70

Split or Consolidation of Equity Shares

The members of the Company at their Extra Ordinary General Meeting held on March 01, 2023, approved the sub-division (split) of the face value of the equity shares of the Company from '' 10/- to '' 2/- Per Equity Share.

Increase in Authorised Share Capital

The Members of the Company at their Extra Ordinary General Meeting held on March 06, 2023, increased the Authorised Share Capital of the Company from '' 1,00,000/- (Rupees One Lakhs Only) consisting of

50,000 equity shares of '' 2/- each to '' 55,00,00,000/-(Rupees Fifty-Five Crores Only) consisting of 27,50,00,000 equity shares of '' 2/- each.

B. Post-Scheme capital structure of our Company
Authorised Share Capital Amount (?)
27,50,00,000 Equity Shares of '' 2 each	55,00,00,000
Total	55,00,00,000
Issued, Subscribed and Paid-up Share Capital	Amount (?)
24,56,95,524 Equity Shares of '' 2 each	49,13,91,048
Total	49.13.91.048

*Equity shares of Resulting Company 2 were issued and allotted on April 26, 2023, to the shareholders of Demerged Company as per the share Entitlement Ratio as a consideration for the demerger in accordance with the Scheme.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT Scheme of Arrangement and Demerger The shareholders and other stakeholders are generally informed that, the Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench Court III vide its Order dated January 05, 2023 in 38.C.P.(CAA)/215/MB/2022 in C.A.(CAA)/193/ MB/2022 approved the Scheme of Arrangement and Demerger between Allcargo Logistics Limited ''Demerged Company'', Allcargo Terminals Limited, (''Resulting Company 1''), Transindia Realty & Logistics Parks Limited (''Resulting Company 2'') and their respective Shareholders. The Scheme was made effective from April 01, 2022, being Appointed Date. Further, the Company accounted for Demerger in its books of account in accordance with Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 and other generally accepted accounting principles in India. Hence, we wish to clarify that the Financial Statements for the FY 2022-23 may not be comparable with that of previous year.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURES

Pursuant to Scheme of Arrangement and Demerger amongst Allcargo Logistics Limited ("Demerged Company”), Allcargo Terminals Limited ("Resulting Company 1”) and Transindia Real Estate Limited (Formerly known as TransIndia Realty & Logistics Parks Limited) ("Resulting Company 2”), as

sanctioned by NCLT dated January 5, 2023, the following subsidiaries were transferred to Transindia Real Estate Limited. The Company does not have any associates or joint ventures.

WOS/ Sr. Subsidiary/ % of Name of Subsidiaries No. Associate/ holding Investment
1	Allcargo Inland Park Private Limited	WOS	100
2	Allcargo Multimodal Private Limited	WOS	100
3	Jhajjar Warehousing Private Limited	WOS	100
4	Bhiwandi Multimodal Private Limited	WOS	100
5	Allcargo Warehousing Management Private Limited	WOS	100
6#	Madanahatti Logistics and Industrial Parks Private Limited	WOS	100
7	Marasandra Logistics and Industrial Parks Private Limited	WOS	100
8	Avvashya Projects Private Limited	WOS	100
9	Avvashya Inland Park Private Limited	WOS	100
10	Dankuni Industrial Parks Private Limited	WOS	100
11	Hoskote Warehousing Private Limited	WOS	100
12	AGL Warehousing Private Limited	Subsidiary	93.38
13	Koproli Warehousing Private Limited	Subsidiary	99
141	Malur Logistics and Industrial Parks Private Limited	WOS	100
15 2	Venkatapura Logistics and Industrial Parks Private Limited	WOS	100
163	Panvel Industrial Parks Private Limited	WOS	100
17##	Kalina Warehousing Private Limited	WOS	100
18###	Panvel Warehousing Private Limited	WOS	100

Pursuant to Section 129 of the Companies Act, details of subsidiary companies are set out in the statement in Form AOC-1 is attached herewith as Annexure -I.

the closing conditions and achievement of certain milestones (together the ''conditions precedent'') as prescribed in the agreements. Subsequent to the end of the quarter ended December 31, 2022, major conditions precedent were fulfilled and 90% of Equity shares of Malur were sold to BRE Asia Urban Holdings Ltd on February 01, 2023.

The Board of Directors in their board meeting held on June 02, 2023, sold the remaining 10% to the investor. The shareholders approved the proposed sale via postal ballot on July 09, 2023.

**Sale of Venkatapura Logistics and Industrial Park Private Limited, a wholly owned subsidiary of the Company

A Securities Subscription and Purchase Agreement was executed dated January 13, 2020 among Allcargo Logistics Limited (Allcargo), Venkatapura Logistics and Industrial Parks Private Limited (Venkatapura), Allcargo Logistics & Industrial Parks Private Limited (ALIPPL), Madanahatti Logistics & Industrial Parks Limited (Madanahatti), Kalina Warehousing Private Limited (Kalina), Panvel Warehousing Private Limited (Panvel) (hereinafter be referred collectively as the "companies”) and BRE Asia Urban Holdings Ltd ("the Investor”) for transfer of controlling stake of the Companies subject to the satisfaction of the closing conditions and achievement of certain milestones (together the ''conditions precedent'') as prescribed in the agreements. Subsequent to the end of the quarter ended December 31, 2022, major conditions precedent were fulfilled and 90% of Equity shares of Venkatapura were sold to BRE Asia Urban Holdings Ltd on February 01, 2023.

The Board of Directors in their board meeting held on June 02, 2023, sold the remaining 10% to the investor. The shareholders approved the proposed sale via postal ballot on July 09, 2023.

#Acquisition of Madanahatti Logistics and Industrial Park Private Limited

Allcargo Logistics Limited ("Company”), entered into a Securities Purchase Agreement ("SPA”) on February 21, 2023, with BRE Asia Urban Holdings Ltd. (the "Seller”) to acquire: (a) 5,40,000 (Five Lakhs and Forty Thousand) equity shares (representing 90% of the equity share capital), and (b) 1,07,78,147 (One Crore, Seven Lakhs, Seventy Eight Thousand, One Hundred and Forty Seven) Class A Optionally Convertible Debentures ("Class A OCDs”) of Madanahatti Logistics and Industrial Parks Private Limited (the "Target”).

##Sale of Kalina Warehousing Private Limited, a wholly owned subsidiary of the Company

A Securities Subscription and Purchase Agreement has been executed dated January 13, 2020 among Allcargo Logistics Limited (Allcargo), Venkatapura Logistics and Industrial Parks Private Limited (Venkatapura), Allcargo Logistics & Industrial Parks Private Limited (ALIPPL), Madanahatti Logistics & Industrial Parks Limited (Madanahatti), Kalina Warehousing Private Limited (Kalina), Panvel Warehousing Private Limited (Panvel) (hereinafter be referred collectively as the "companies”) and BRE Asia Urban Holdings Ltd ("the Investor”). Pursuant to the agreement, BRE Asia was holding

90,000 Debentures (CCD) which got converted into equity on

February 01, 2023. After conversion 90% equity were held by BRE Asia and remaining 10% equity was held by the Company.

The Board of Directors in their board meeting held on June 02, 2023, sold the remaining 10% to the investor. The shareholders approved the proposed sale via postal ballot on July 09, 2023.

###Sale of Panvel Warehousing Private Limited, a wholly owned subsidiary of the Company

A Securities Subscription and Purchase Agreement has been executed dated January 13, 2020 among Allcargo Logistics Limited (Allcargo), Venkatapura Logistics and Industrial Parks Private Limited (Venkatapura), Allcargo Logistics & Industrial Parks Private Limited (ALIPPL), Madanahatti Logistics & Industrial Parks Limited (Madanahatti), Kalina Warehousing Private Limited (Kalina), Panvel Warehousing Private Limited (Panvel) (hereinafter be referred collectively as the "companies”) and BRE Asia Urban Holdings Ltd ("the Investor”). Pursuant to the agreement, BRE Asia was holding

90,000 Debentures (CCD) which got converted into equity on February 01, 2023. After conversion 90% equity were held by BRE Asia and remaining 10% equity was held by the Company.

The Board of Directors in their board meeting held on June 02, 2023, sold the remaining 10% to the investor. The shareholders approved the proposed sale via postal ballot on July 09, 2023.

***Sale of Panvel Industrial Parks Private Limited, a wholly owned subsidiary of the Company

Prior to effective date of Demerger, Panvel Industrial Parks Private Limited a wholly owned subsidiary of Allcargo Logistics Limited was transferred to Allcargo Belgium N.V. another wholly owned subsidiary of Allcargo Logistics Limited.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business. Pursuant to the Scheme of Arrangement and Demerger, the construction & leasing of Logistics Parks, leasing of land & commercial properties and Engineering Solutions (hiring and leasing of equipment''s) and any other related logistics businesses of Allcargo Logistics Limited was demerged/transferred to TREL.

LISTING OF EQUITY SHARES

The equity shares of the Company were not listed till the end of the Financial Year 2022-23, however, the same got listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on August 10,2023. The annual listing fee for the Financial Year 2023-24 has been paid to both the stock exchanges.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Sr No.	Name	Designation	Date of Appointment	Date of Cessation
1	*Mr. Jatin Chokshi	Managing Director	April 13, 2023	NA
2	Mr. Mohinder Pal Bansal	Chairman & Independent Director	April 13, 2023	NA
3	Mr. Kaiwan Kalyaniwalla	Non-Executive Non-Independent Director	April 13, 2023	NA
4	Mr. Vinit Prabhugaonkar	Independent Director	April 13, 2023	NA
5	Ms. Shloka Shetty	Non-Executive Non-Independent Director	May 08, 2023	NA
6	Ms. Alka Arora Misra	Independent Director	April 13, 2023	NA
7	Mr. Ravi Jhakar	Director	December 21, 2021	April 13, 2023
8	Mr. Prabhakar Shetty	Director	December 21, 2021	April 14, 2023

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

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act. During the Financial Year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

Key Managerial Personnel (KMP)

Following were appointed as Key Managerial Personnel pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 post Financial Year and as on the date of the Annual Report:

Sr No.	Name	Designation	Date of Appointment
1	Mr. Jatin Chokshi	Managing Director	April 13, 2023
2	Mr. Ashok Khimji Parmar	Chief Financial Officer	April 01,2023
3	Ms. Khushboo Dinesh Mishra	Company Secretary and Compliance Officer	April 01,2023

1.	Mr. Jatin Chokshi	Chairman
2.	Ms. Shloka Shetty	Member
3.	Ms. Alka Arora Misra	Member

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Board confirms that based on the written affirmations from each Independent Director, all Independent Directors fulfill the conditions specified for independence as stipulated in the Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (the “Listing Regulation”), as amended, read with Section 149(6) of the Act along with rules framed thereunder and are independent of the Management. Further, the Independent Directors have also registered their names in the Databank maintained by the Indian Institute of Corporate Affairs(“IICA”), Manesar, Gurgaon as mandated in the Companies (Appointment and Qualification of Directors), Rules, 2014. None of the Independent Directors have any other material pecuniary relationship or transaction with the Company, its Promoters, or Directors, or Senior Management which, in their judgement, would affect their independence. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, none of the Directors are related to each other.

BOARD MEETINGS

During the Financial Year under review, the Board met 7 (seven) times during the year. The maximum gap between any two Board Meetings did not exceed one hundred and twenty days. The details of the meetings are furnished in the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD

During the Financial Year 2022-2023, there was no requirement to form committees. The various committees were constituted on May 08, 2023. A detailed update on the Board, its committees and its composition, including terms of reference of various Board Committees is provided in the Corporate Governance Report, which forms part of this Annual Report. The company also adopted relevant policies such as Remuneration policy and Related Party Transaction policy which are available on the website of the Company at www.transindia.co.in.

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments in terms of Section 186 of the Companies Act, 2013 for the Financial Year under review have been provided in the notes to the Financial Statements which forms part of this Annual Report.

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, for consistency, the Company

has a Policy on Related-Party Transactions which is available on the website of the Company at www.transindia.co.in.

Details of related party transactions are given in Note to the Financial Statements. Since all related party transactions entered into by the Company were in ordinary course of business and were on an arm''s length''s basis. Further Disclosure in form AOC-2 is attached as Annexure II to this Board''s Report.

During the Financial Year under review, the Company has entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the company on the materiality of related party transactions.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (''CSR'') was not applicable to the Company during the F.Y. 2022-2023. As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee on May 08, 2023 and composition of committee consists:

PARTICULARS OF EMPLOYEES

Particulars of Employees drawing remuneration in excess of limits prescribed by provision of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the company on the materiality of related party transactions.

Further, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annuexure III to this Board''s Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act with respect to Directors Responsibility Statement, your Directors hereby confirm that:

1. In preparation of Annual Accounts for the Financial Year 2022-23, the applicable accounting standards have been followed and there are no material departures;

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

3. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

5. The Company being unlisted as on March 31, 2023 sub clause (e) of Section 134(3) of the Act is not applicable;

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

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is attached as Annexure IV to this Board''s Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: www.transindia.co.in

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

CORPORATE GOVERNANCE REPORT

Corporate Governance essentially involves balancing the interests of a Company''s stakeholders. The Company is committed to good corporate governance practices and the Corporate Governance practices of the Company are a reflection of its values, policies and relationship with our stakeholders. The Corporate Governance Report has been provided in a separate section which forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees, whether permanent, contractual, temporary, and trainees are covered under this Policy. The Company has duly constituted internal complaint committee as required under the provisions Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION

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

In terms of compliance with provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee''s remuneration are attached as ''Annexure III'' to this Boards Report.

AUDITORS AND AUDITOR''S REPORT Statutory Auditors

M/s C.C. Dangi & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company in the AGM held on September 30, 2022, for a term of 5 consecutive years from the conclusion of 1^st Annual General Meeting till the conclusion of 6^th Annual General Meeting to be held in the Financial Year 2026-2027.

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

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

The Auditor''s Report for the Financial Year ended March 31, 2023, on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion

in the Auditors'' Report, which calls for any further comments or explanations.

Secretarial Auditor

During the FY 2022-2023, Secretarial Audit was not applicable to the Company. In accordance with Section 204 of the Act, M/s Mehta & Mehta, Company Secretaries are appointed as Secretarial Auditor of the Company for the FY. 2023-2024.

Internal Auditors

During the FY. 2022-2023, Internal Audit was not applicable to the Company. I n accordance with the provisions of Section 138 of the Act, the Board of Directors appointed Ms. Rani Shah, as Internal Auditor to conduct internal audit of the Company for the F.Y. 2023-2024.

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

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

MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report (''MDAR'') is presented in seperate section which forms part of this Annual Report.

SHARE REGISTRAR AND TRANSFER AGENT

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

GENERAL/OTHER DISCLOSURES:

Proceedings pending or application made under the Insolvency and Bankruptcy Code 2016.

1. Petition under insolvency and Bankruptcy code act against Hajee AP Bawa and company before National Company Tribunal, Bengaluru. [Cp(IB) 84 of 2022]

Allcargo Logistics Limited filed insolvency petition for recovering outstanding amount of '' 1,86,74,041 for crane hiring services.

Current Status :- Hajee A. P. Bava & Company has paid '' 57,50,00,000/- .Settlement filed in court, '' 22,00,000/-to be paid from March 2023 to June 2023 and 24,00,000/-in month of July 2023.

3. Petition under insolvency and Bankruptcy code act against Inox Green Energy Services Limited before National Company Tribunal, Ahmedabad [CP (IB) 310| CP (IB) 312 | CP (IP) of 2022

Allcargo Logistics Limited filed insolvency petitions for recovering outstanding amount from INOX.

Current Status:- We have received 2.5 crores from INOX against 19 crores agreement.

4. Insolvency Claims before insolvency professional.

a) Petition under insolvency and Bankruptcy code act against Zillion Infraprojects Private Limited at Hon''ble High Court of Delhi,[ CP 159 of 2016]

Allcargo Logistics Limited had provided crane hiring services towards which '' 35,93,027/- was receivable. Petition filed by financial creditor is admitted.

Current Status:- Allcargo Logistics Limited have filed claim of '' 35,93,027/- in prescribed format before IRP on 17.06.2019.

b) Petition under insolvency and Bankruptcy code act against Regen Powertech Ltd & Regen Infrastructure & Services Pvt. Ltd at National Company Law Tribunal , Chennai,[ CP 182 of 2019]

Allcargo Logistics Limited had provided crane hiring services towards which '' 23,55,000/- was receivable. Powertech Ltd & Regen Infrastructure & Services Pvt. Ltd failed to pay the dues, petition admitted, and IRP was appointed.

Current Status:- Allcargo Logistics Limited filed claim of '' 23,55,000/- in prescribed format before IRP in year 2019.

c) Petition under insolvency and Bankruptcy code act against Wind World (India) Ltd at National Company Law Tribunal Ahmedabad ,[ C.P (I.B) No. 133/9/ NCLT/AHM/2017]

Allcargo Logistics Limited had provided crane hiring services towards which '' 1,68,00,000/- was receivable. Ahmedabad NCLT admitted insolvency petition filed by IDBI Bank Limited on 06.03.2018.

Current Status:- Allcargo Logistics Limited filed claim of '' 1,68,00,000/- in prescribed format before IRP in year 2018.

d) Petition under insolvency and Bankruptcy code act, against Era Infra Engineering Limited before Hon''ble High Court of Delhi,[ CP 347 of 2016]

Allcargo Logistics Limited had provided crane hiring services towards which '' 60,71,205/- was receivable. Company petition was disposed of since Petition under IBC was admitted against Era Infra Engineering Limited by Delhi NCLT.

Current Status:- Allcargo Logistics Limited filed claim of '' 60,71,205/- in prescribed format before IRP in year 2017.

e) Petition under insolvency and Bankruptcy code act, against IVRCL Limited before Hon''ble High Court of Hyderabad,[ CP 474 of 2016]

Allcargo Logistics Limited had provided crane hiring services towards which '' 17,44,193/- was receivable. National Company Law Tribunal, Hyderabad admitted Insolvency petition filed by State Bank of India.

Current Status:- Allcargo Logistics Limited filed claim of '' 17,44,193/- in prescribed format before Insolvency Resolution Professional in year 2018.

f) Petition under insolvency and Bankruptcy code act, against Jyothi Structures Limited before Hon''ble High Court of Mumbai,[ CP 1290 of 2015]

Allcargo Logistics Limited had provided crane hiring services towards which '' 59,61,550/- was receivable. National Company Law Tribunal, Mumbai admitted Insolvency petition filed by financial creditor.

Current Status:- Allcargo Logistics Limited filed claim of '' 17,44,193/- in prescribed format before IRP.

Other Disclosures:

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

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

b. Issue of sweat equity shares in accordance with the regulation made by the SEBI in this behalf and if not

listed, the sweat equity shares issued in accordance with such rules as may be prescribed.

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

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

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

ACKNOWLEDGMENTS

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

1

Sale of Malur Logistics and Industrial Park Private Limited, a wholly owned subsidiary of the Company

2

An Investment Agreement was executed dated January 13, 2020, between Allcargo Logistics Limited (ALL), Malur Logistics and Industrial Parks Private Limited (Malur) and BRE Asia Urban Holdings Ltd ("the Investor”) for transfer of

3

controlling stake of the Malur subject to the satisfaction of