Tara Chand Infralogistic Solutions Ltd

To,

The Members

TARA CHAND INFRALOGISTIC SOLUTIONS LIMITED

The Board of Directors present the Company's Thirteenth Annual Report and the Company's Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL SUMMARY/ HIGHLIGHTS:

The performance of the Company During the financial year is as under:

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

During the year under review, total revenue from operations including the other income was Rs. 25404.92 /- lacs against Rs.17485.56/- lacs in the previous year. The Company has earned a net profit of Rs. 2485.72/- lacs in the current financial year against the net profit of Rs. 1613.29/- lacs earned in the previous financial year.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2025.

DIVIDEND:

During the year under review, the Board of Directors of the Company, approved and declared an Interim Dividend of '0.20 per equity share of face value '2/- each for the financial year 2024-25.

For the purpose of determining the eligibility of shareholders for receiving the interim dividend, the Board fixed Friday, February 7, 2025, as the Record Date, in accordance with Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31, 2025 is Rs. 15,76,49,800/- (Rupees Fifteen Crores Seventy Six Lacs Forty-Nine Thousand Eight Hundred only). As of March 31, 2025, out of the total paid-up share capital of the Company, 70.67 % is held by the Promoter & Promoter Group in fully dematerialized form and the remaining balance of 29.33 % is held by Public. All the shares are in dematerialized form except 10 shares which are in physical form.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has issued any shares pursuant to stock options or sweat equity under any scheme.

During the financial year 2022-23, the Company had issued and allotted 21,20,000 (Twenty-One Lacs Twenty Thousand Only) Fully Convertible Warrants ("Warrants/Convertible Warrants") into equity shares on a preferential basis to Promoter Group and certain identified non-promoter- persons/entities for cash at an issue price of Rs. 72/- (Rupees Seventy-Two Only) per warrant having face value Rs. 10/- (Rupees Ten Only) at premium of Rs. 62/- (Rupees Sixty-Two only) per warrant aggregate amounting to Rs.15,26,40,000/- (Rupees Fifteen Crore Twenty-Six Lacs Forty Thousand Only) with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each of the Company ("Equity Shares").

Further, in the financial year 2024-25, the Company has allotted the equity shares against the fully convertible warrants pursuant to the receipt of the request from the warrant holders of the Company with respect to conversion of their warrant into equivalent no of equity shares as per details below:

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year under review.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY AS REQUIRED UNDER SECTION 134(3)(l):

i. Share Split

In order to enhance the liquidity of the Company's equity shares and to encourage broader participation from small investors by making shares more affordable, the Board of Directors, at its meeting held on July 1, 2024, considered and approved a proposal for the subdivision of the equity shares of the Company.

Pursuant to this, each fully paid-up equity share of the Company having a face value of '10/- (Rupees Ten only) has been sub-divided into 5 (Five) fully paid-up equity shares having a face value of '2/- (Rupees Two only) each.

This change in the face value of equity shares does not result in any alteration to the overall amount of the Authorised, Issued, Subscribed and paid-up equity share capital of the Company.

The shareholders approved the aforesaid sub-division of equity shares at the Annual General Meeting held on July 25, 2024.

ii. Migration from the National Stock Exchange ("NSE") SME Board to the Mainboard of NSE:

Your company migrated from SME Emerge platform to Capital Market Segment (Main board) of National Stock Exchange on April 16, 2024.

PUBLIC DEPOSITS:

During the financial year 2024-25, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act,2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

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

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2025, according to the Companies Act, 2013 and rules made there under, the Company does not have any Subsidiary Company, Associate Company or Joint Venture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL ('KMP'):

The Company is privileged to have a Board comprising individuals of high integrity and proven competence. Besides global experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment to the Company. They devote adequate time to meetings and preparation.

In terms of the requirement of the SEBI Listing Regulations, 2015, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's business for effective functioning and how the current Board of Directors are fulfilling the required skills and competencies. This is detailed at length in the Corporate Governance Report which forms part of this Annual Report.

A. MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

I. APPOINTMENTS:

Ms Anju Mohanty was appointed as an Independent, Non- Executive Director, with effect from June 24, 2024, for a period of three years.

II. RESIGNATIONS:

Mr. Sant Kumar Joshi retired from the Company with effect from closure of business hours on April 21, 2024 upon completion of appointment as an Independent Director of the Company.

Mr. Divakar Kapoli Hebbar resigned from the position of Independent Director of the Company with effect from closure of business hours on June 24, 2024.

Ms. Prerna Sandeep Aggarwal resigned from the position of Non-Executive Director of the Company with effect from closure of business hours on June 24,

2024.

Mrs. Nishu Kansal resigned from the position of Company Secretary and Compliance Officer with effect from closure of business hours on January 31,

2025.

III. RETIRE BY ROTATION:

Mr. Ajay Kumar(DIN: 00151477), Whole Time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible, offers himself for re-appointment.

Particulars in pursuance of Regulation 36 of the SEBI LODR Regulations read with Secretarial Standard - 2 on General Meetings, a brief profile of Mr. Ajay Kumar is provided as an Annexure to the Notice of the 13th Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,2014. They have also furnished the declaration pursuant to relevant regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force) ('Listing Regulations'). The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Company's code of conduct.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN THE FUTURE:

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

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience required to best serve the interests of the Company.

BOARD MEETINGS HELD DURING THE YEAR:

During the year, five (05) meetings of the Board of Directors were held. The maximum gap between two Board meetings did not exceed 120 days. The details of the meetings and attendance of Directors are furnished in the Corporate Governance Report which forms part of this Annual Report attached as 'Annexure B' to the Board's Report.

COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the

Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Five (4) Committees as on March 31, 2025:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee and

• Corporate Social Responsibility Committee

A detailed update on the Board, its committees, its composition, detailed charter including terms of reference of various Board Committees, number of committee meetings held and attendance of the Directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (any statutory modification(s) or re-enactment(s) thereof for the time being in force).The said policy also includes criteria for making payments to Non-Executive Directors.

The details of this policy have been placed on the website of the Company at https://tarachandindia.in/policies/

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

Pursuant to applicable provisions of the Companies Act, 2013 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 evaluation process inter alia considers attendance of Directors at Board and Committee meetings, acquaintance with business, communicating inter se Board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The criteria for performance evaluation are broadly

based on the Guidance Note issued by the SEBI on Board Evaluation which included aspects such as the structure and composition of Committees, the effectiveness of Committee meetings, etc. Board evaluation processes, including in relation to the Chairman, individual Directors and Committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximize strengths and highlight areas for further development.

The criteria for evaluation of performance has been disclosed in the policy for evaluation of the Board of Directors which is hosted on the Company's website at www.tarachandindia.in. The performance evaluation is conducted in the following manner:

Performance evaluation of the Board, Chairman, Managing Director, Non-Executive Director and Executive Director is conducted by the Independent Directors; Performance evaluation of the Committee is conducted by the Board of Directors; The performance evaluation of Independent Directors is conducted by the entire Board of Directors.

The Independent Directors had met separately on May 2, 2024 without the presence of Non-Independent Directors and the members of management and discussed, inter- alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

BOARD DIVERSITY:

A diverse Board enables efficient functioning through

differences in perspective and skill and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender and knowledge. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity policy that sets out the approach to diversity.

The details of this policy have been placed on the website of the Company at https://tarachandindia.in/policies/.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Board's Report and is annexed herewith as 'Annexure E' to this Board's Report.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining steady standards of corporate governance and adhering to the corporate governance requirements set out under extant law. The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on corporate governance as stipulated under SEBI Listing Regulations read with Schedule V thereto forms part of this Annual Report as 'Annexure B'. A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the accounts for the financial year ended on March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit and loss of the Company for the year ended on that date;

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

iv) The annual accounts prepared for the financial year ended on March 31, 2025 is on a 'going concern' basis.

v) The Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

AUDIT REPORT AND AUDITORS:

Statutory Auditor:

The Statutory Auditors, M/s. Sangeet Kumar & Associates, Chartered Accountants, Mumbai (FRN: 011954N) were reappointed in 10th Annual General Meeting of the Company, for a term of five consecutive years to hold the office from the conclusion of 10th Annual General Meeting till the conclusion of 15th Annual General Meeting to be held in the financial year 2027-28.

The Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the Company.

Explanations by the Board on qualification, reservation or adverse mark or disclaimer made by the Auditors in their report:

There is no qualification or adverse remark or disclaimer made by the statutory auditor in his report on the financial statement of the Company for the financial year ended on March 31, 2025.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. AVS & Associates, Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial year 2024-25.

The Secretarial Audit Report in the prescribed Form No. MR-3 for the financial year ended March 31, 2025 is annexed herewith as 'Annexure A'.

Explanations by the Board on qualification, reservation or adverse mark or disclaimer made by the Auditors in their report:

There is qualification or adverse remark or disclaimer made by the secretarial auditor in his report stating:

A delay of one day has been observed in the submission of the disclosure of Related Party Transactions to the Stock Exchange for the half year ended September 30, 2024 under regulation 23(9) of SEBI (LODR) Regulations, 2015.

Management Reply:

The delay was purely unintentional and occurred due to an administrative oversight. We would like to affirm that there was no malafide intent behind the lapse, and all other disclosures and compliances were duly carried out within the prescribed timelines. Furthermore, the Company has duly paid the fine imposed by NSE in connection with the said noncompliance.

Further, in view of the recent amendment to the SEBI Listing Regulations, it is proposed to appoint M/s. AVS & Associates., Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of five years commencing on April 1, 2025 until the conclusion of the 17th Annual General Meeting of the Company which will be held for the financial year 2029-30. The proposal for the said appointment is being placed for the approval of the Members at the ensuing AGM.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held on May 2, 2024 have re-appointed Ms. Nitika Mahajan, (Membership No. 530074), Chartered Accountant as Internal Auditors of the Company for the financial year 2024-2025, to conduct Internal Audit of the Company.

The Internal Auditor appointed, to audit the function and activities of the Company and to review various operations of the Company, the Company continued to implement their suggestions and recommendations to improve the control environment.

Cost Records:

The Central Government of India has not specified the, maintenance the of cost records under sub-section (1) of section 148 of the Act for any of the products of the company. Accordingly, during the year, maintenance of Cost Records and Cost Audit was not applicable to the Company.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from AVS & Associates,

Practicing Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure F to this Report.

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite certificate from AVS & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto as Annexure G to this Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2025 in form MGT-7 in accordance with the provisions of Section 92(3) of the Act and Rule 12 of Companies (Management and Administration) Rules, 2014 is placed on the website of the Company on the web link https://tarachandindia.in/annual-return/.

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (form MGT- 9) as part of the Board's Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company's website at http://www. tarachandindia.in/policies/.

All Related Party Transactions entered into by your Company during the financial year 2024-25 were on arm's length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Prior approval of the Audit Committee of the Board of Directors was obtained for all the Related Party Transactions. Accordingly, as per provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of such related party transactions are set out in Notes to the Financial Statements of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year 2024-25, there are no such transactions transacted by the Company and hence particulars of details of loans, guarantee, security or investments covered under Section 186 of the Companies Act, 2013, are not required to be furnished.

PARTICULARS OF LOANS FROM DIRECTORS OR

DIRECTOR'S RELATIVES:

During the financial year under review, the Company has not availed any loans from its Directors or its Directors' relatives.

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

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended March 31, 2025, are to be given by the Company as a part of the Boards Report. Your Company strives to achieve the optimum utilization of resources by innovative techniques and processes and further reducing wastage.

A. CONSERVATION OF ENERGY:

All the manufacturing/servicing/job work facilities continued their efforts to reduce the specific energy consumption. Specific and total energy consumption is tracked at individual block level and also at consolidated manufacturing or servicing level.

Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below:

• Replacement of CFL with LED Lights in office

• Encouraging Go Green Initiatives

• Use of Natural Ventilation

• Switch off electrical appliances, whenever not required.

• 15KVA solar panels have been installed in the Company workshop and this is meeting around 95% of the electrical power required to run the workshop.

• We are committed to reducing our environmental footprint and improving air quality. As part of this commitment, our fleet operates with Euro 6-compliant vehicles, adhering to the latest European emission standards.

Key Features of Euro 6 Compliance:

• Reduced Nitrogen Oxides (NOx):

Important for diesel engines, Euro 6 drastically lowers NOx emissions, helping to reduce air pollution.

• Particulate Matter (PM):

These fine particles can cause serious health issues. Euro 6 sets strict limits on both the number and mass of particles emitted.

• Controlled Hydrocarbons (HC):

By minimizing unburned fuel emissions, Euro 6 helps reduce the formation of smog and ground- level ozone.

• Reduced Carbon Monoxide (CO):

Euro 6 vehicles emit significantly less CO, a toxic gas resulting from incomplete combustion, ensuring cleaner and safer air.

Efforts have been made by Company to reduce or optimize the energy requirements at all the plants. Company encourages capital investment in energy saving equipment, plants or machinery. No significant investments were incurred during the year.

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

The Company has an ongoing process of purchasing latest technology equipment's which are used for logistic and infrastructural development services which minimizes the wastage of resources thus further leading to increase efficiency in conducting all activities.

The Company being an integrated logistics service provider, there is no expenditure incurred on research and development during the year under review.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

There was no foreign Exchange earnings and Outgo in the financial year. 2024-25.

RISK MANAGEMENT POLICY AND COMPLIANCE FRAMEWORK:

Risk management is integral to your Company's strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has in place Internal Financial Control system commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information and compliance of 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 Company's internal audit department enables the Management to mitigate the risks and prevent noncompliance with laws that would affect the financial position of the Company. The scope and authority of the Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board as well as directly to the Chairman & Managing Director. The Internal Audit 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 internal audit report from time to time, the management undertakes corrective actions in the relevant areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee quarterly.

Some of the significant features of internal control system are:

• Financial and Commercial functions have been structured to provide adequate support and control of the business.

• Risk Management policy has been adopted by the Company.

• The Company has an Internal Audit System conducted by the internal auditor of the Company on a quarterly basis and issuing the internal audit observations on a quarterly basis thus minimizing the risk of frauds and errors.

• Standard operating procedures and guidelines are reviewed periodically to ensure adequate control.

Further, the Audit Committee meets on a quarterly basis to review and discuss the Internal Audit reports and also taken necessary action as and when required.

Further, subject to the matters described by Statutory Auditor in their report on the financial statements of the Company, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

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 set out in 'Annexure C' of this Board's report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the company www.tarachandindia.in/policies/.

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLEBLOWER POLICY:

The Company has established and adopted Vigil Mechanism/Whistle Blower Policy for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company and Directors on the Board of the Company are covered under

this Mechanism. This mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During the financial year 2024-25, the Company has not received any complaint.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at link www.tarachandindia. in/policies/

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

Your Company believes that a Board which is well familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholder's aspirations and societal expectation. In pursuit of this and in compliance with the requirements of the Act and the listing regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at https://tarachandindia. in/wp-content/uploads/2022/08/Familiarization- Programme-Independent-Directors.pdf.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the members of the Board and specified employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior in any form and the Board has laid down certain directives to counter such acts. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behavior from an employee in a given situation and the reporting structure. All the Board members and the Senior Management personnel have confirmed compliance with the Code. Pursuant to SEBI Listing Regulations, 2015, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and Senior Management of the Company is given as a part of the Annual Report as Annexure H.

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 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 adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive sessions in this regard for the employees at the various branch offices of the Company during the year under review.

During the year, there were 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. The details of complaints during the year are as follows:

Number of complaints of sexual harassment received during the year - Nil

Number of complaints disposed off during the year - Nil

Number of cases pending for more than 90 days - Nil

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no such application made or proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end of the financial year up to the date of this report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the Banks or Financial Institutions.

DETAILS OF COMPLIANCE WITH RESPECT TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

During the year under review, the Company was in compliance with respect to the provisions relating to the Maternity Benefits Act, 1961.

PARTICULARS OF REMUNERATION TO EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure D to this report.

OTHER GENERAL DISCLOSURES:

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices and the same is approved by the Government of India under section 118 (10) of the

Companies Act, 2013.The Company has devised a proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this report.

EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS:

Your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights in the previous financial year.

The Board of Directors in its meeting held on 31st July 2025,

has approved the Tara Chand Infralogistic Solutions Limited - Employee Stock Option Scheme 2025' ("ESOS 2025"/ "Scheme"). which shall be placed before the members of the Company at the ensuing AGM, The details of the scheme forms part of the resolution and explanatory statement of the AGM Notice, which forms part of this Annual Report.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors of the Company wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - shareholders, investors, customers, suppliers, business associates, Company's bankers, regulatory, professionals, business associates, and governmental authorities for their cooperation, assistance and support.

Further, they also wish to thank their employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.