Total Transport Systems Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors take pleasure in presenting the 30^th Annual Report of the Company together with the Audited Statement of
Accounts for the year ended March 31,2025.

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

a. Financial Results

The Company’s performance during the year ended March 31,2025, as compared to the previous financial year,
is summarized below:

(Amount in lakhs)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Income	56026.34	39,937.09	66934.47	49187.28
Less: Expenses	54524.79	39,104.61	65983.31	48859.23
Profit / (Loss) before Tax	1501.55	832.48	966.19	320.42
Less: Provision for Tax	-	-	-	-
Income Tax of earlier years w/off	-	-	-	-
Exceptional Income	-	-	-	-
Exceptional Expenditure	-	-	-	-
Profit After Tax	1129.45	629.98	881.41	125.53

Interim Dividend	-
Final Dividend	-
Tax on distribution of dividend	-
Transfer of General Reserve	-
Balance carried to Balance sheet	1129.45

b. Company’s Performance Review:

The Company continues to see marginal growth in its overall performance in the financial year 2024-2025. Driven by
the performance of the segment in which the Company operates the quick summary of standalone and consolidated
results are given below:

i. Standalone Financial Highlights

During the Financial Year ended March 31, 2025, the Company’s total Revenue from operations is INR
56026.34 Lakhs as against INR 39,937.09 Lakhs in the corresponding previous Financial Year ended
March 31, 2024.

The Profit/(Loss) after tax for the Financial Year ended March 31,2025, is INR 1501.55 Lakhs as against
Profit of INR 832.48 Lakhs in the corresponding previous Financial Year ended March 31, 2024.

ii. Consolidated Financial Highlights

During the Financial Year ended March 31, 2025, the Company’s total Revenue from operations is INR
66934.49 Lakhs as against INR 49187.28 Lakhs in the corresponding previous Financial Year ended
March 31, 2024.

The detailed operational performance of the Company has been comprehensively discussed in the
Management Discussion and Analysis Report, which forms part of the Annual Report.

c. Operations and change in nature of business, if any:

The Company continues to be engaged in the business of Cargo consolidation and inbound-outbound freight
forwarding of cargo through vessel and through aircraft, Freight Forwarding, Logistics, Warehousing and
Transportation and hence, there was no change in the nature of business or operations of the Company which
impacted the financial position of the Company during the financial year under review.

d. Share Capital:

During the financial year under review, there has been no change in the Authorized, Issued, Subscribed, and
Paid-up Share Capital of the Company.

As of March 31, 2025, the Authorized Share Capital of the Company is INR 17,00,00,000/- divided into
1,70,00,000/- equity shares of INR 10/- each.

Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31, 2025, is INR
16,12,69,730/- divided into 1,61,26,973/- equity shares of INR 10/- each.

e. Dividend, Unpaid Dividend and IEPF:

The Board does not recommend any dividend for the financial year ended March 31,2025.

During the year under review:

Neither the Company was liable to, nor the Company has transferred any amount or shares to the Investor
Education & Protection Fund (IEPF) and as on March 31, 2025, Rs.67,159/- is lying in Unpaid Dividend A/c of
the Company in respect of dividend which was declared during F.Y. 2022-2023, 2023-2024 and 2024-25.

f. Disclosure with respect to demat suspense account / unclaimed suspense account:

The Company does not maintain any Demat Suspense / Unclaimed Suspense Account in its name; the disclosure
pertaining to the same in compliance with Schedule V Para. F of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 is not applicable to the Company for F.Y. 2024-2025.

g. Transfer to Reserves:

The Company has not transferred any amount to General Reserve Account during the financial year under
review.

h. Report on performance of Subsidiaries, Associates and Joint Venture:

During the year under review, the Company has 2 Wholly Owned Subsidiaries and 2 Subsidiary Companies.
Further the Company also has 1 associate and joint venture Company

The Details of the Subsidiary and Associate are given below:

WHOLLY OWNED SUBSIDIARY COMPANIES:

i. CP World Logistics India Private Limited:

CP World Logistics India Private Limited (CIN: U63090MH2008PTC202404), is a Private Limited Company
incorporated on October 31, 2008. The authorized Share Capital of the Company is INR 50,00,000/- divided
into 5,00,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-up Share Capital of the
Company is INR 1,00,000/- divided into 10,000 equity shares of INR 10/- each.

The Company has a 100% equity stake in CP World Logistics India Private Limited and CP World Logistics
India Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(86) of the
Companies Act, 2013.

ii. Oneworld Logistics Private Limited:

Oneworld Logistics Private Limited (CIN: U63090MH2010PTC198688), is a Private Limited Company
incorporated on January 08, 2010. The authorized Share Capital of the Company is INR 11,50,00,000/- divided
into 1,00,00,000 equity shares of INR 10/- each and of 15,00,000 preference shares of INR 10/- each and
Issued, Subscribed, and Paid-up Share Capital of the Company is INR 11,42,53,270/- divided into 99,50,000
equity shares of INR 10/- each and 1475327 preference shares of INR 10/- each

The Company has a 100% equity stake in Oneworld Logistics Private Limited and Oneworld Logistics Private
Limited has thus become a wholly owned subsidiary of the Company under Section 2(87) of the Companies
Act, 2013.

One world was also considered as a material subsidiary of the Company as per the provisions of Regulation
16(1)(c) of SEBI (Listing Obligations and Disclosure) Requirements, 2015 for F.Y. 2024-2025.

Your Company has formulated a Policy for determining ‘Material’ Subsidiaries pursuant to the provisions of
Regulation 16 of SEBI LODR Regulations, 2015 and the said Policy is available on Company’s website at
https://www.ttspl.in/wp-content/uploads/2025/03/1.-Material-Subsidiary-Policy-min.pdf

SUBSIDIARY COMPANIES:

iii. Total Transport Systems Private Limited (Nepal):

Total Transport Systems Private Limited (Registration No.: 62912/065/066), is a Company established under
the Companies Act, 2006 on May 21,2009, in Nepal.

The Company has 64% equity stake in Total Transport Systems Private Limited (Nepal) and has thus Total
Transport Systems Private Limited has thus become a Subsidiary Company under Section 2(87) of the
Companies Act, 2013.

iv. RN Freight Forwarders Private Limited:

RN Freight Forwarders Private Limited (CIN: U63090MH2010PTC207563), is a Private Limited Company
incorporated on September 13, 2010. The authorized Share Capital of the Company is INR 41,00,000/- divided
into 10,000 equity shares of INR 10/- each and 40,000 Non-Cumulative, Convertible Preference Shares of INR
10/- each and

Issued, Subscribed, and Paid-up Share Capital of the Company INR 41, 00,000/- divided into 10,000 equity
shares of INR 10/- each and 40,000 Non-Cumulative, Convertible Preference Shares of INR 10/- each.

The Company has a 60 % equity and preference stake in RN Freight Forwarders Private Limited and has thus
become a subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

ASSOCIATE & JOINT VENTURE:

i. Seedeer (India) E-Commerce Private Limited

Our Company entered into a Joint Venture Agreement with Seedeer (Hong Kong) E-Commerce Company
Limited on August 23, 2018, and incorporated Seedeer (India) E-Commerce Private Limited.

Seedeer (India) E-Commerce Private Limited (CIN: U74999MH2018FTC318691), is a Private Limited
Company incorporated on December 21,2018.

The authorized Share Capital of the Company is INR 2,50,00,000/- divided into 25,00,000 equity shares of INR
10/- each and Issued, Subscribed, and Paid-up Share Capital of the Company is INR 65,00,000/- divided into
6,50,000 equity shares of INR 10/- each.

The Company has 30% equity stake in Seedeer (India) E-Commerce Private Limited and this it is an associate
Company of our Company pursuant to Section 2(6) of the Companies Act, 2013.

The consolidated financial statements of the Company for the financial year 2024-2025 are prepared
in compliance with the applicable provisions of the Act including Indian Accounting Standards specified
under Section 133 of the Companies Act, 2013

Audited financial statements of each of the subsidiary companies is available on the website of the
Company and can be accessed at https://www.ttspl.in/disclosure-under-regulation-46-and-62-of-sebi-
regulations/separate-audited-financial-statements/

The Financial Statements of the subsidiary companies and related information are available for inspection
by the members at the Registered Office of your Company during business hours on all days except
Saturdays, Sundays, and public holidays up to the date of the Annual General Meeting (‘AGM’) as required
under Section 136 of the Companies Act, 2013.

Further, a statement containing salient features of the financial statements of the Company’s subsidiaries
as required in Form AOC 1 is appended as Annexure I to this Report.

i. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of
the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the
year under review.

Hence, the requirement for 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.

During the financial year 2024-2025, the Company has borrowed the following amount(s) from Directors and the
respective director has given a declaration in writing to the Company to the effect that the amount is not being
given out of funds acquired by him by borrowing or accepting loans or deposits from others.

Accordingly, the following amount(s) is /are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of
the Companies (Acceptance of Deposits) Rules, 2014:

Name of the Director giving loan	Amount borrowed during the F.Y. 2024-2025	Amount Repaid during the financial year 2023-2024	Amount outstanding as on March 31, 2025
Shrikant Nibandhe	0.00	2,32,18,000	0.00
Leena Salvi	0.00	73,82,000	0.00

j. Particulars of Contracts or Arrangements with Related Parties:

All the related party transactions/contracts/arrangements that were entered into by the Company during the year
under review were on an arm’s length basis and were in compliance with the applicable provisions of the Act
and the Listing Regulations.

There are no materially significant related party transactions entered into by the Company with its Promoters,
Directors, KMP’s, or Senior Management Personnel that may have a potential conflict with the interest of the
Company at large.

All related party transactions as required under Ind-AS-24 are reported in the notes to the financial statement of
the Company.

All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly
basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of
a repetitive nature.

The Company has also adopted a related party transaction policy.

The policy was approved by the Board and the same is uploaded on the company’s website at 3.-Policy-on-
related-party-transactions.pdf

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along
with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo etc. are as mentioned below:

A) Conservation of energy:

Steps taken or impact on conservation of energy.	The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
Steps taken by the company for utilizing alternate sources of energy.	None
Capital investment on energy conservation Equipment’s	Nil

(B) Technology absorption:

Efforts made towards technology absorption	None
Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
• Details of technology imported	None
• Year of import	Not Applicable
• Whether the technology has been fully absorbed	Not Applicable
• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

(C) Foreign exchange earnings and Outgo:

	April 01,2024, to March 31,	April 01, 2023, to March 31,
	2025 [2024-2025]	2024 [2023-2024]
	Amount in INR	Amount in INR
Actual Foreign Exchange earnings	7259.99	4371.60
Actual Foreign Exchange outgo	5992.33	4350.61

i. Annual Return:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return
as on March 31, 2025, is available on Company’s website at https://ttspl.in/disclosure-under-regulation-46-and-62-
of-sebi-regulations/annual-return-as-provided-under-section-92/

m. Particulars of Loans granted, Guarantees given, or Investments made, or security provided under Section
186 of the Companies Act, 2013:

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the
provisions of Section 186 of the Act, are given in Note no. 07 to the standalone financial statements in the Annual
Report.

n. Disclosure under Section 134(3)(i) of the Companies Act, 2013:

There are no material changes or commitments affecting the financial position of the Company, subsequent to the
close of the Financial Year 2024-2025 till the date of this Report.

o. Internal Financial Control Systems and their adequacy:

The Company has its internal financial control systems commensurate with the size and complexity of its operations,
to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various
regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely
preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and
procedure to ensure that all the assets are protected against loss and that the financial and operational information
is accurate and complete in all respects.

Significant audit observations, if any, and the corrective actions taken thereon are presented to the Audit Committee
of the Company.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Board of Directors & Key Managerial Personnel (KMP):

i. Appointment:

There are no appointments of Directors or KMPs during the Financial Year ended March 31,2025.

ii. Details of the Directors and KMP’s resigned during the year:

Mr. Mangina Srinivas Rao (DIN: 08095079) has resigned from the position of Non-Executive Independent
Director with effect from October 01, 2024.

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 (the ‘Act’) and
SEBI Listing Regulations.

As of March 31, 2025, the Board of the Company comprises of 6 Directors out of which 1 is Managing Director,
2 are Whole time Directors, 1 is Non-Executive Non-Independent Director and 2 are Independent Directors as

mentioned belowr

Sr. No.	Name of Directors & KMP’s	Designation	DIN/PAN
1.	Mr. Makarand Prabhakar Pradhan	Managing Director	00102413
2.	Mrs. Leena Prashant Salvi	Non-Executive Non-Independent Director	07784529
3.	Mr. Sanjiv Arvind Potnis	Whole time Director	00102090
4.	Mr. Shrikant Damodar Nibandhe	Whole time Director and Chief Financial Officer (“CFO”)	01029115
5.	Mr. Sandesh Madhukar Kirkire	Non-Executive Independent Director	01854543
6.	Mr. Rajiv Mathuraprasad Saxena	Non-Executive Independent Director	08336424
7.	Mr. Bhavik Shantilal Trivedi	Company Secretary & Compliance Officer	AGWPT7882P

b. Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

A proposal for re-appointment of Mr. Sanjiv Arvind Potnis, retiring director, as whole time Director & Mr. Makarand
Prabhakar Pradhan, retiring director, as Managing Director of the Company shall be placed before the shareholders
of the Company at the ensuing Annual General Meeting as per the provisions of Section 152(6) of the Companies
Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

Your directors recommend their approval.

c. Declaration by Independent Directors:

The Company has duly complied with the definition of ‘Independence’ according to the provisions of Section 149(6)
of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation
16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as
amended).

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and
submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for
Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could
impair their ability to discharge their duties in an independent manner.

a) Evaluation by Independent Director

In a separate meeting of Independent Directors held on February 13, 2025, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering
the views of executive director.

b) Details of utilization of funds raised through preferential allotment or qualified institutional placement
as specified under Regulation 32C7A1 of the Listing Regulations:

During F.Y.2022-2023, the Company issued and allotted 18,20,973 equity shares of INR. 10/- each at an issue
price of INR. 111.16/- per equity share, aggregating to INR. 20,24,19,359 (including securities premium of INR.
101.16/- Per Share) on October 19, 2022.

The aforesaid issuance of equity shares was made to Promoter and Non-Promoter category Individuals in terms
of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2023.

The aforementioned funds were raised to meet the long-term working capital requirements and to reduce
finance cost of the Company and the funds were utilized for the said object only and there was no deviation(s)
or variation(s) in the use of proceeds.

The said funds were fully utilized during the financial year under review (i.e., 2024-2025).

c) Disqualification of Directors:

During the financial year 2024-2025 under review, the Company has received Form DIR-8 from all Directors
as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014. Further the Company has also taken a certificate
of non-disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) which is enclosed with the annual
report.

d) MD / WTD draws commission from co, and also draws remuneration or commission drawn from
holding / subsidiary company

Neither the Managing Director nor the Whole Time Directors of the Company have drawn any remuneration/
commission from the subsidiary companies of the Company.

Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is not applicable for
financial year 2024-2025.

3. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES

a) Board Meetings:

During the year under review the Board of Directors met four times at their meeting held on May 27, 2024, August
12, 2024, November 11, 2024, & February 13, 2025.

Gap between two Board meetings during the year under review did not exceed one hundred and twenty days. A
requisite quorum was present for all the meetings.

The attendance of the Board members at the Board meetings held during the year is as follows:

Name of the Directors	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Makarand Prabhakar Pradhan	Managing Director	4	4
Mrs. Leena Prashant Salvi	Non-Executive Director	4	4
Mr. Sanjiv Arvind Potnis	Executive Director	4	4
Mr. Shrikant Damodar Nibandhe	Executive Director	4	4
Mr. Sandesh Madhukar Kirkire	Non-Executive Independent Director	4	4
Mr. Mangina Srinivas Rao	Non-Executive Independent Director	2	2
Mr. Rajiv Mathuraprasad Saxena	Non-Executive Independent Director	4	4

b) Audit Committee:

The Audit Committee of Board of Directors is constituted pursuant to the provisions of Section 177 of the Companies
Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The composition of the Audit Committee is in conformity with the provisions of the
said section and Regulation and there was no change in the composition of the audit committee during the financial
year under review.

The Audit Committee Comprises of:

Name of Members	Designation
Mr. Rajiv Mathuraprasad Saxena	Chairman (Independent Director)
Mr. Sandesh Madhukar Kirkire	Member (Independent Director)
Mr. Sanjiv Arvind Potnis	Member (Executive Director)

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess
sound knowledge of finance, accounting practices and internal controls.

The Company Secretary of the Company acts as a secretary to the Committee.

The Audit Committee met four times during the financial year ended on March 31, 2024, at their meeting held May
27, 2024, August 12, 2024, November 11,2024, & February 13, 2025.

The attendance of the members at the Audit committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Rajiv Mathuraprasad Saxena	Chairman	4	4
Mr. Sandesh Madhukar Kirkire	Member	4	4
Mr. Sanjiv Arvind Potnis	Member	4	4
Mr. Mangina Srinivas Rao	Member	2	2

* Mr. Mangina Srinivas Rao resigned w.e.f October 1, 2024

During the financial year under review, the Board of Directors of the Company accepted all the recommendations of
the Audit Committee.

c) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Board of Directors is constituted pursuant to the provisions
of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Nomination & Remuneration
Committee is in conformity with the provisions of the said section and Regulation and there was no change in the
composition of the nomination & remuneration committee during the financial year under review.

The Nomination & Remuneration Committee comprises of:

Name of Members	Designation
Mr. Sandesh Madhukar Kirkire	Chairman (Independent Director)
Mr. Rajiv Mathuraprasad Saxena	Member (Independent Director)
Mrs. Leena Prashant Salvi	Member (Non-Executive Director)

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013,
formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a
Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior
Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of
the Company, are as under:

• Minimum Qualification

• Positive Attributes

• Independence

• Experience

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the
Companies Act, 2013 is published on the website of the Company at https://www.ttspl.in/investor-relation/

The Nomination & Remuneration Committee met 2 times during the financial year ended on March 31,2025, at their
meeting held on August 12, 2024 & February 13, 2025.

The attendance of the members at the Nomination & Remuneration committee meetings held during the year is as
follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Sandesh Madhukar Kirkire	Chairman	2	2
Mr. Rajiv Mathuraprasad Saxena	Member	2	2
Mrs. Leena Prashant Salvi	Member	2	2
Mr. Mangina Srinivas Rao	Member	1	1

* Mr. Mangina Srinivas Rao resigned w.e.f October 1, 2024
d) Stakeholder Relationship Committee:

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5)
of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015. The composition of the Stakeholder Relationship Committee is in
conformity with the provisions of the said section and Regulation and there was no change in the composition of the
Stakeholder Relationship Committee during the financial year under review.

The Stakeholder & Relationship Committee comprises of:

Name of Members	Designation
Mr. Rajiv Mathuraprasad Saxena	Chairman (Independent Director)
Mr. Sanjiv Arvind Potnis	Member (Executive Director)
Mr. Sandesh Madhukar Kirkire	Member(Independent Director)

The Company Secretary of the Company acts as the Secretary of the Stakeholders’ Relationship Committee.

The Stakeholders’ Relationship Committee met 1 time during the financial year ended on March 31, 2025, at their
meeting held on November 11, 2024.

The attendance of the members at the Stakeholders’ Relationship Committee meetings held during the year is as
follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Rajiv Mathuraprasad Saxena	Chairman	1	1
Mr. Sanjiv Arvind Potnis	Member	1	1
Mr. Sandesh Madhukar Kirkire	Member	1	1
Mr. Mangina Srinivas Rao	Member	0	0

e) Meeting of Independent Directors

• Mr. Mangina Srinivas Rao resigned w.e.f October 1, 2024

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on February
13, 2025, without the attendance of non-independent directors and members of management, inter alia, to discuss
the following:

• Review the performance of non-independent directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, considering the views of executive directors and
non-executive directors; and assess the quality, quantity, and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to perform their duties effectively and
reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

f) Vigil Mechanism for the Directors and Employees:

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act,
2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism
Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards
to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the
Board of Directors and it also It provides direct access to the employees of the Company to approach the Compliance
Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle¬
blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business
operations.

The said policy is also available on the website of the Company at https://ttspl.in/wp-content/uploads/2022/08/Vigil-
Mechanism-min.pdf

g) Corporate Social Responsibility Policy:

The Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company.
The CSR policy is available on the website of the Company https://www.ttspl.in/investor-relation/

The Company undertakes one or more activities which fall within the provisions of Schedule VII of the Act.

During the year, the Company was required to spend an amount of INR 29,54,868/- on CSR activities and the
Company has spent an amount of INR 29,54,868/- during the year.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act’), is annexed to this
report as “Annexure II” to this Report.

h) Annual Evaluation of Directors, Committee and Board as a whole:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal
annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the
working of its various Committees and the working of the Board as whole. The evaluation exercise was carried
out on various aspects of the Boards functioning such as composition of the Board & committees, experience &
competencies, performance of the duties and obligations, governance issues, etc.

The manner in which the evaluation has been carried out has been explained below:

• Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual
Directors including the Chairman by the Nomination and Remuneration committee as per the structured
mechanism who were evaluated on following parameters / criteria:

• Participation and contribution by a director,

• Commitment (including guidance provided to senior management outside of Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

• Integrity and maintenance of confidentiality,

• Independence of behavior and judgment,

• Observance of Code of Conduct, and

• Impact and influence

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience,
and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered
with the data bank of Independent Directors maintained by; and are either exempt or have completed the online
proficiency self -assessment test conducted by; the Indian Institute of Corporate Affairs the in accordance with the
provisions of Section 150 of the Act.

4. AUDITORS OF THE COMPANY:

a) Statutory Auditors:

In terms of provisions of Section 140 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,
2014; M/s S R B C & Co. LLP, Chartered Accountants (Firm Registration Number: 324982E/E300003), were
appointed as the statutory auditor of the Company vide resolution passed by the shareholders at the 28th annual
general meeting of the Company, held on September 25, 2023; for a term of 5 years to hold office from the conclusion
of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting have tendered their resignation
dated 6th August 2025.

Accordingly, the Board of Directors have recommended to the members to appoint M/s. M. P. Chitale & Co. Chartered
Accountants (Firm Registration No. 101851W) or a period of 05 years at the ensuing annual general meeting of the
Company. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from
the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and
that they are eligible to hold the office of Auditors of the Company.

The necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval
of members.

b) Observations of Statutory auditors on accounts for the year ended March 31, 2025:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year
ended 31^st March 2025 read with the explanatory notes therein are self-explanatory and therefore, do not call for any
further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Reporting of frauds by statutory auditors under Section 143(12):

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

d) Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain
a Secretarial Audit Report from a Practicing Company Secretary.

Accordingly, M/s. Mishra & Associates, Practicing Company Secretaries were appointed as a secretarial auditor by
the Board on May 27, 2024, to issue Secretarial Audit Report for the financial year 2024-2025.

Secretarial Audit Report issued by M/s. Mishra & Associates in Form MR-3 for the financial year 2024-2025 dated
August 06, 2025, forms part of this report.

Observations of Secretarial auditors for the year ended March 31, 2025:

The replies to the comments of Secretarial Auditors in Auditors Report are as follows:

Sr. No.	Observation Remark	Management Response
1.	Company has submitted the disclosure required under Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to related party transactions with a delay of one (1) day.	“The Board of Directors acknowledged the fine levied by NSE and emphasized the necessity for heightened diligence in ensuring timely compliance with regulatory requirements. Additionally, the Board suggested that the Company should be more conscious of regulatory requirements, strictly adhere to the timelines prescribed, and adopt a backward planning approach to ensure timely submissions and prevent recurrence of such violations.”

Further, in compliance to Regulation 24A of Listing Regulations, M/s Oneworld Logistics India Private Limited; the
material unlisted subsidiaries of the Company have undertaken the secretarial audit for the financial year 2024-2025.

The Secretarial audit reports of the material unlisted subsidiary is appended with the annual report of the Company.

e) Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the
Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

f) 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.

g) Internal auditor:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, the
Board has on May 27, 2024, appointed M/s. NMJ & Associates, Chartered Accountants as Internal Auditors to
conduct the Internal Audit of the Company for the Financial Year 2024-2025.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as
under:

a. Details of significant and material orders passed by the Regulator or Court or Tribunal:

There were no significant and material orders issued against the Company by a regulating authority or court or
tribunal that could affect the going concern status and company’s operation in future.

b. Risk Management Policy:

The Company has a risk management framework in place for identification and management of risks including
to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

c. Director’s Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company
for the year ended March 31,2025, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently, and the Directors made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as March 31,2025, and of the profit/loss of the Company for that year,

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

d. the annual accounts of the Company have been prepared on a going concern basis,

e. They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business,
including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information and,

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

d. Disclosure regarding Internal Complaints Committee under the sexual harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act,
2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee
and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2024¬
2025.

Particulars	Number
Number of cases pending as on the beginning of the financial year	NIL
Number of complaints filed during the year	NIL
Number of cases pending as on the end of the financial year	NIL
Number of cases pending for a period exceeding 90 days	NIL

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the
District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

e. Statement on Compliance with Maternity Benefit Act, 1961:

During the year under review the Company has complied with the applicable provisions of Maternity Benefit Act,
1961.

f. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

g. Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as
per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

h. Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review
and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

i. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 is furnished.

j. Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the
company itself under the IBC before the NCLT.

k. Disclosure of reason for difference between valuation done at the time of taking loan from Bank and at the
time of One Time Settlement:

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

l. Disclosure in relation to Maternity Benefits Act, 1961.

The company hereby states that it has complied fully with the specific provisions of the Maternity Benefit Act, along
with all other applicable statutory provisions.

m. Compliances of Secretarial Standards:

The Company is in compliance with all the applicable secretarial standards on Board and General Meetings issued
by the Institute of Company Secretaries of India.

n. Particulars of Employees:

The particulars of remuneration to directors and employees and other related information required to be disclosed
under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are given in “Annexure III” to this
Report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in
terms of remuneration drawn and the particulars of employees are provided in the prescribed format are appended
as Annexure IV to this report.

Further the Company has no employee who is in receipt of remuneration of either:

1. Rs. 8,50,000 /- per month or INR 1,02,00,000/- per annum or

2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director of the
Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the
equity shares of the Company

o. Management Discussion and Analysis:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is furnished as “Annexure V.”

p. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features
of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the
concerned companies, and online viewing by investors of actions taken on the complaint and its current status.
Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received
through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during the financial year 2024-2025.

q. Criteria for making payments to Non-Executive Directors:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to
non-executive directors.

The policy is available on the website at https://ttspl.in/wp-content/uploads/2022/08/Making-Payments-to-Non-
Executive-Directors-min.pdf

r. Corporate Governance:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound
corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best
practices in corporate governance. The Board considers itself as trustee of its shareholders and acknowledges its
responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with
these principles the company has created a corporate structure based on business needs and maintains a high
degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the
Corporate Governance Report for the financial year 2024-2025 is enclosed with the annual report.

s. Code of Conduct:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company.
All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual
basis.

t. Insider Trading:

The Board has in consultation with the Stakeholder’s Relationship Committee laid down the policy to regulate and
monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to
prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

u. Means of Communication:

The Board believes that effective communication of information is an essential component of Corporate Governance.
The Company regularly interacts with its shareholders through multiple channels of communication such as the
Company’s Website and stipulated communications to the Stock Exchange where the Company’s shares are listed
for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company’s Policies
etc.

v. Human Resources:

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously
invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that
provide focused people’s attention are currently underway. Your Company’s thrust is on the promotion of talent
internally through job rotation and job enlargement.

As on March 31, 2025, there were a total of 399 employees. The Company has all the required policies under the
Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations,
2015 to protect and safeguard the interest of the employees.

w. Website:

The Company has a website addressed as www.ttspl.in. Website contains the basic information about the Company
- details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official
of the Company who is responsible for assisting and handling investors grievances and such other details as may
be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that
the contents of this website are periodically updated.

x. Disclosure pursuant to Section 67(3) of Companies Act, 2013:

Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the
scheme relates is not applicable to the Company during the financial year 2024-2025 pursuant to Section 67(3) of
the Companies Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.

y. Disclosure pursuant to Schedule V Part II Section II of Companies Act, 2013:

The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate
Governance report.

z. Indian Accounting Standards- IFRS Converge Standards:

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the
Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said
notification your Company has prepared the financial statements to comply in all material respects in accordance
with the applicability of Indian Accounting Standards.

aa. Listing on Stock Exchange:

The Equity shares of the Company listed on the Main Board of National Stock Exchange of India Limited
(NSE).

ab. Depository System:

Your Company’s equity shares are in Demat form. The Company has appointed Central Depository Services
India Limited (CDSL) as designated depository to the Company.

ac. Awards and Achievements:

Your Company has a long list of Awards and Recognition during its long legacy of three decades. The Company
has been felicitated at various forums by valuable stakeholders in the business.

ad. Annual Listing Fees to the Stock Exchanges:

Total Transport Systems Limited have listed its equity shares on the Main Board of National Stock Exchange
of India Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been
paid to CDSL and NSDL for F.Y. 2024-2025 and 2025-2026.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/
associates, financial institutions and Central and State Governments for their consistent support and encouragement to
the Company.

For and on behalf of the Board

For and on behalf of Total Transport Systems Limited
SD/- SD/-

Makarand Prabhakar Pradhan Shrikant Damodar Nibandhe

Managing Director Whole-Time Director & Chief Financial Officer

DIN:00102413 DIN:01029115

Date: August 06, 2025 Date: August 06, 2025

Place: Mumbai Place: Mumbai

---

Mar 31, 2024

Your directors take pleasure in presenting the 29^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31,2024.

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

a. Financial Results

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

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Income	39,937.09	52,346.48	49187.28	59,070.38
Less: Expenses	39,104.61	50,570.65	48859.23	58,085.56
Profit / (Loss) before Tax	832.48	1,775.82	320.42	984.82
Less: Provision for Tax	-	-		-
Income Tax of earlier years w/off	-	-		-
Exceptional Income	-	-		-
Exceptional Expenditure	-	-		-
Profit After Tax	629.98	1,319.52	125.53	522.30

Interim Dividend	-
Final Dividend	-
Tax on distribution of dividend	-
Transfer of General Reserve	-
Balance carried to Balance sheet	629.98

b. Company’s Performance Review:

The Company continues to see marginal growth in its overall performance in the financial year 2023-2024. Driven by the performance of the segment in which the Company operates the quick summary of standalone and consolidated results are given below:

i. Standalone Financial Highlights

During the Financial Year ended March 31, 2024, the Company’s total Revenue from operations is INR 39,453.99 Lakhs as against INR 52,221.82 Lakhs in the corresponding previous Financial Year ended March 31,2023.

The Profit/(Loss) after tax for the Financial Year ended March 31, 2024, is INR 629.98 Lakhs as against Profit of INR 1319.52 Lakhs in the corresponding previous Financial Year ended March 31,2023.

ii. Consolidated Financial Highlights

During the Financial Year ended March 31, 2024, the Company’s total Revenue from operations is INR 48,810.17 Lakhs as against INR 59,027.22 Lakhs in the corresponding previous Financial Year ended March 31,2023.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

c. Operations and change in nature of business, if any:

The Company continues to be engaged in the business of Cargo consolidation and inbound-outbound freight forwarding of cargo through vessel and through aircraft, Freight Forwarding, Logistics, Warehousing and Transportation and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the financial year under review.

d. Share Capital:

During the financial year under review, there has been no change in the Authorized, Issued, Subscribed, and Paid-up Share Capital of the Company.

As of March 31, 2024, the Authorized Share Capital of the Company is INR 17,00,00,000/- divided into 1,70,00,000/- equity shares of INR 10/- each.

Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31, 2024, is INR 16,12,69,730/- divided into 1,61,26,973/- equity shares of INR 10/- each.

e. Dividend:

Based on the Company’s performance, the Board recommended a dividend of Rs. 0.50 per share on 16,12,69,73 equity shares of Rs.10 each, subject to the approval of the members. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of ‘80.64 Lakhs’

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020, and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.

The Record date for the purpose of the final dividend for the financial year ended March 31, 2024, is Friday, September 06, 2024.

f. Unpaid Dividend and IEPF:

During the year under review:

Neither the Company was liable to, nor the Company has transferred any amount or shares to the Investor Education & Protection Fund (IEPF) and as on March 31,2024, Rs.67,927.50 is lying in Unpaid Dividend A/c of the Company in respect of interim dividend which was declared during F.Y. 2021-2022 & F.Y. 2022-2023.

g. Disclosure with respect to demat suspense account / unclaimed suspense account:

The Company does not maintain any Demat Suspense / Unclaimed Suspense Account in its name; the disclosure pertaining to the same in compliance with Schedule V Para. F of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to the Company for F.Y. 2023-2024.

h. Transfer to Reserves:

The Company has not transferred any amount to General Reserve Account during the financial year under review.

i. Report on performance of Subsidiaries, Associates and Joint Venture:

During the year under review, the Company has 2 Wholly Owned Subsidiaries and 2 Subsidiary Companies. Further the Company also has 1 associate and joint venture Company

The Details of the Subsidiary and Associate are given below:

WHOLLY OWNED SUBSIDIARY COMPANIES:

i. CP World Logistics India Private Limited:

CP World Logistics India Private Limited (CIN: U63090MH2008PTC202404), is a Private Limited Company incorporated on October 31, 2008. The authorized Share Capital of the Company is INR 50,00,000/- divided into 5,00,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-up Share Capital of the Company is INR 1,00,000/- divided into 10,000 equity shares of INR 10/- each.

The Company has a 100% equity stake in CP World Logistics India Private Limited and CP World Logistics India Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

ii. Oneworld Logistics Private Limited:

Oneworld Logistics Private Limited (CIN: U63090MH2010PTC198688), is a Private Limited Company incorporated on January 08, 2010. The authorized Share Capital of the Company is INR 10,00,00,000/- divided into 1,00,00,000 equity shares of INR 10/- each and Issued, Subscribed, and Paid-up Share Capital of the Company is INR 995,00,000/- divided into 99,50,000 equity shares of INR 10/- each.

The Company has a 100% equity stake in Oneworld Logistics Private Limited and Oneworld Logistics Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

One world was also considered as a material subsidiary of the Company as per the provisions of Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure) Requirements, 2015 for F.Y. 2023-2024.

Your Company has formulated a Policy for determining ‘Material’ Subsidiaries pursuant to the provisions of Regulation 16 of SEBI LODR Regulations, 2015 and the said Policy is available on Company’s website at https://www.ttspl.in/wp-content/uploads/2024/02/Material-Subsidiarv-Policv-min.pdf

SUBSIDIARY COMPANIES:

iii. Total Transport Systems Private Limited (Nepal):

Total Transport Systems Private Limited (Registration No.: 62912/065/066), is a Company established under the Companies Act, 2006 on May 21,2009, in Nepal.

The Company has 64% equity stake in Total Transport Systems Private Limited (Nepal) and has thus Total Transport Systems Private Limited has thus become a Subsidiary Company under Section 2(87) of the Companies Act, 2013.

iv. RN Freight Forwarders Private Limited:

RN Freight Forwarders Private Limited (CIN: U63090MH2010PTC207563), is a Private Limited Company incorporated on September 13, 2010. The authorized Share Capital of the Company is INR 41,00,000/- divided into 10,000 equity shares of INR 10/- each and 40,000 Non-Cumulative, Convertible Preference Shares of INR 10/- each and

Issued, Subscribed, and Paid-up Share Capital of the Company INR 41, 00,000/- divided into 10,000 equity shares of INR 10/- each and 40,000 Non-Cumulative, Convertible Preference Shares of INR 10/- each.

The Company has a 60 % equity and preference stake in RN Freight Forwarders Private Limited and has thus

become a subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

ASSOCIATE & JOINT VENTURE CO. : i. Seedeer (India) E-Commerce Private Limited

Our Company entered into a Joint Venture Agreement with Seedeer (Hong Kong) E-Commerce Company Limited on August 23, 2018, and incorporated Seedeer (India) E-Commerce Private Limited.

Seedeer (India) E-Commerce Private Limited (CIN: U74999MH2018FTC318691), is a Private Limited Company incorporated on December 21,2018.

The authorized Share Capital of the Company is INR 2,50,00,000/- divided into 25,00,000 equity shares of INR 10/- each and Issued, Subscribed, and Paid-up Share Capital of the Company is INR 65,00,000/- divided into 6,50,000 equity shares of INR 10/- each.

The Company has 30% equity stake in Seedeer (India) E-Commerce Private Limited and this it is an associate Company of our Company pursuant to Section 2(6) of the Companies Act, 2013.

The consolidated financial statements of the Company for the financial year 2023-2024 are prepared in compliance with the applicable provisions of the Act including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013

Audited financial statements of each of the subsidiary companies is available on the website of the Company and can be accessed at https://www.ttspl.in/disclosure-under-regulation-46-and-62-of-sebi-regulations/ separate-audited-financial-statements/

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays, and public holidays up to the date of the Annual General Meeting (‘AGM’) as required under Section 136 of the Companies Act, 2013.

Further, a statement containing salient features of the financial statements of the Company’s subsidiaries as required in Form AOC 1 is appended as Annexure I to this Report.

j. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement for 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.

During the financial year 2023-2024, the Company has borrowed the following amount(s) from Directors and the respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

Accordingly, the following amount(s) is /are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:

Name of the Director	Amount borrowed during	Amount Repaid during	Amount outstanding
giving loan	the F.Y. 2023-2024	the financial year 2023-2024	as on March 31, 2024
Shrikant Nibandhe	2,32,18,000	2,20,56,000	11,62,000
Leena Salvi	73,82,000	73,82,000	0

k. Particulars of Contracts or Arrangements with Related Parties:

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm’s length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP’s, or Senior Management Personnel that may have a potential conflict with the interest of the

Company at large.

All related party transactions as required under Ind-AS-24 are reported in the notes to the financial statement of the Company.

All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

The Company has also adopted a related party transaction policy.

The policy was approved by the Board and the same is uploaded on the company’s website at https://www.ttsp!. in/wp-content/uploads/2024/02/Policv-on-related-partv-transactions.pdf

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

A) Conservation of energy:

Steps taken or impact on conservation of energy.		The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
Steps taken by the company for utilizing alternate sources of energy.		None
Capital investment conservation Equipm	on energy ent’s	Nil

(B) Technology absorption:

Efforts made towards technology absorption	None
Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
• Details of technology imported	None
• Year of import	Not Applicable
• Whether the technology has been fully absorbed	Not Applicable
• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

(C) Foreign exchange earnings and Outgo:

	April 01, 2023, to March 31,	April 01, 2022, to March 31,
	2024 [2023-2024]	2023 [2022-2023]
	Amount in Lakhs	Amount in Lakhs
Actual Foreign Exchange earnings	4371.60	7,237.87
Actual Foreign Exchange outgo	4350.61	7,708.34

m. Annual Return:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31,2024, is available on Company’s website at https://ttspl.in/disclosure-under-regulation-46-and-62-

of-sebi-reaulations/annual-return-as-provided-under-section-92/

n. Particulars of Loans granted, Guarantees given, or Investments made, or security provided under Section 186 of the Companies Act, 2013:

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the provisions of Section 186 of the Act, are given in Note no. 07 to the standalone financial statements in the Annual Report.

o. Disclosure under Section 134(3)(i) of the Companies Act, 2013:

There are no material changes or commitments affecting the financial position of the Company, subsequent to the close of the Financial Year 2023-2024 till the date of this Report.

p. Internal Financial Control Systems and their adequacy:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

Significant audit observations, if any, and the corrective actions taken thereon are presented to the Audit Committee of the Company.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Board of Directors & Key Managerial Personnel (KMP):

i. Appointment:

There are no appointments of Directors or KMPs during the Financial Year ended March 31,2024.

ii. Details of the Directors and KMP’s resigned during the year:

There are no resignations of Directors or KMPs during the Financial Year ending March 31,2024.

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 (the ‘Act’) and SEBI Listing Regulations.

As of March 31,2024, the Board of the Company comprises of 7 Directors out of which 1 is Managing Director, 2 are Executive Directors, 1 is Non-Executive Non-Independent Director and 3 are Independent Directors as mentioned below:

Sr. No.	Name of Directors & KMP’s	Designation	DIN/PAN
1.	Mr. Makarand Prabhakar Pradhan	Managing Director	00102413
2.	Mrs. Leena Prashant Salvi	Non-Executive Non-Independent Director	07784529
3.	Mr. Sanjiv Arvind Potnis	Executive Director *	00102090
4.	Mr. Shrikant Damodar Nibandhe	Executive Director and Chief Financial Officer (“CFO”) *	01029115
5.	Mr. Sandesh Madhukar Kirkire	Non-Executive Independent Director	01854543
6.	Mr. Mangina Srinivas Rao	Non-Executive Independent Director	08095079
7.	Mr. Rajiv Mathuraprasad Saxena	Non-Executive Independent Director	08336424
8.	Mr. Bhavik Shantilal Trivedi	Company Secretary & Compliance Officer	AGWPT7882P

* Redesignated as Whole Time Directors w.e.f. April 11, 2024

b. Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

A proposal for re-appointment of Mrs. Leena Prashant Salvi, retiring director, as (Non-Executive Non-Independent Director) & Mr. Shrikant Nibandhe retiring director, as Executive Director and Chief Financial Officer (“CFO”) of the Company shall be placed before the shareholders of the Company at the ensuing Annual General Meeting as per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

Your directors recommend their approval.

c. Declaration by Independent Directors:

The Company has duly complied with the definition of ‘Independence’ according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

a) Evaluation by Independent Director

In a separate meeting of Independent Directors held on February 08, 2024, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of executive director.

b) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(7A) of the Listing Regulations:

During F.Y.2022-2023, the Company issued and allotted 18,20,973 equity shares of INR. 10/- each at an issue price of INR. 111.16/- per equity share, aggregating to INR. 20,24,19,359 (including securities premium of INR. 101.16/- Per Share) on October 19, 2022.

The aforesaid issuance of equity shares was made to Promoter and Non-Promoter category Individuals in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2023.

The aforementioned funds were raised to meet the long-term working capital requirements and to reduce finance cost of the Company and the funds were utilized for the said object only and there was no deviation(s) or variation(s) in the use of proceeds.

The said funds were fully utilized during the financial year under review (i.e., 2023-2024).

c) Disqualification of Directors:

During the financial year 2023-2024 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. Further the Company has also taken a certificate of non-disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) which is enclosed with the annual report.

d) MD / WTD DRAWS COMMISSION FROM CO, AND ALSO DRAWS REMUNERATION OR COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY

Neither the Managing Director nor the Whole Time Directors of the Company have drawn any remuneration/

commission from the subsidiary companies of the Company. Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is not applicable for financial year 2023-2024.

3. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES

a) Board Meetings:

During the year under review the Board of Directors met four times at their meeting held on May 30, 2023, August 10, 2023, November 13, 2023, & February 08, 2024.

Gap between two Board meetings during the year under review did not exceed one hundred and twenty days. A requisite quorum was present for all the meetings.

The attendance of the Board members at the Board meetings held during the year is as follows:

Name of the Directors	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Makarand Prabhakar Pradhan	Managing Director	4	4
Mrs. Leena Prashant Salvi	Non-Executive Director	4	4
Mr. Sanjiv Arvind Potnis	Executive Director	4	4
Mr. Shrikant Damodar Nibandhe	Executive Director	4	4
Mr. Sandesh Madhukar Kirkire	Non-Executive Independent Director	4	4
Mr. Mangina Srinivas Rao	Non-Executive Independent Director	4	4
Mr. Rajiv Mathuraprasad Saxena	Non-Executive Independent Director	4	3

b) Audit Committee:

The Audit Committee of Board of Directors is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation and there was no change in the composition of the audit committee during the financial year under review.

The Audit Committee Comprises of:

Name of Members	Designation
Mr. Rajiv Mathuraprasad Saxena	Chairman (Independent Director)
Mr. Sandesh Madhukar Kirkire	Member (Independent Director)
Mr. Sanjiv Arvind Potnis	Member (Executive Director)
Mr. Mangina Srinivas Rao	Member (Independent Director)

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary of the Company acts as a secretary to the Committee.

The Audit Committee met four times during the financial year ended on March 31,2024, at their meeting held May 30, 2023, August 10, 2023, November 13, 2023, & February 08, 2024.

The attendance of the members at the Audit committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Rajiv Mathuraprasad Saxena	Chairman	4	4
Mr. Sandesh Madhukar Kirkire	Member	4	4
Mr. Sanjiv Arvind Potnis	Member	4	4
Mr. Mangina Srinivas Rao	Member	4	4

During the financial year under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

c) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Board of Directors is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the said section and Regulation and there was no change in the composition of the nomination & remuneration committee during the financial year under review.

The Nomination & Remuneration Committee comprises of:

Name of Members	Designation
Mr. Sandesh Madhukar Kirkire	Chairman (Independent Director)
Mr. Rajiv Mathuraprasad Saxena	Member (Independent Director)
Mrs. Leena Prashant Salvi	Member (Non-Executive Director)
Mr. Mangina Srinivas Rao	Member (Independent Director)

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification

Positive Attributes

Independence

Experience

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://www.ttspl.in/investor-relation/

The Nomination & Remuneration Committee met 2 times during the financial year ended on March 31,2024, at their meeting held on August 10, 2023 & February 08, 2024.

The attendance of the members at the Nomination & Remuneration committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Sandesh Madhukar Kirkire	Chairman	2	2
Mr. Rajiv Mathuraprasad Saxena	Member	2	2
Mrs. Leena Prashant Salvi	Member	2	2
Mr. Mangina Srinivas Rao	Member	2	2

d) Stakeholder Relationship Committee:

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Stakeholder Relationship Committee is in conformity with the provisions of the said section and Regulation and there was no change in the composition of the Stakeholder Relationship Committee during the financial year under review.

The Stakeholder & Relationship Committee comprises of:

Name of Members	Designation
Mr. Rajiv Mathuraprasad Saxena	Chairman (Independent Director)
Mr. Sanjiv Arvind Potnis	Member (Executive Director)

Mr. Sandesh Madhukar Kirkire	Member(Independent Director)
Mr. Mangina Srinivas Rao	Member(Independent Director)

The Company Secretary of the Company acts as the Secretary of the Stakeholders’ Relationship Committee.

The Stakeholders’ Relationship Committee met 2 times during the financial year ended on March 31,2024, at their meeting held on October 31,2023 & February 08, 2024.

The attendance of the members at the Stakeholders’ Relationship Committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Rajiv Mathuraprasad Saxena	Chairman	2	2
Mr. Sanjiv Arvind Potnis	Member	2	2
Mr. Sandesh Madhukar Kirkire	Member	2	2
Mr. Mangina Srinivas Rao	Member	2	1

e) Meeting of Independent Directors

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on February 08, 2024, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

• Review the performance of non-independent directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

f) Vigil Mechanism for the Directors and Employees:

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistleblowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The said policy is also available on the website of the Company at https://ttspl.in/wp-content/uploads/2022/08/Vigil-Mechanism-min.pdf

g) Corporate Social Responsibility Policy:

The Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company. The CSR policy is available on the website of the Company https://www.ttspl.in/investor-relation/

The Company undertakes one or more activities which fall within the provisions of Schedule VII of the Act.

During the year, the Company was required to spend an amount of INR 24,49,192/- on CSR activities and the Company has spent an amount of INR 23,00,000/- during the year and an amount of INR. 98,192/-was transferred to Prime Minister’s National Relief Fund on May 13, 2024 and INR 51,000/- was transferred to Prime Minister’s National Relief Fund on August 08, 2024.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act’), is annexed to this report as “Annexure II” to this Report.

h) Annual Evaluation of Directors, Committee and Board as a whole:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

The manner in which the evaluation has been carried out has been explained below:

• Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman by the Nomination and Remuneration committee as per the structured mechanism who were evaluated on following parameters / criteria:

• Participation and contribution by a director,

• Commitment (including guidance provided to senior management outside of Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

• Integrity and maintenance of confidentiality,

• Independence of behavior and judgment,

• Observance of Code of Conduct, and

• Impact and influence

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self -assessment test conducted by; the Indian Institute of Corporate Affairs the in accordance with the provisions of Section 150 of the Act.

4. AUDITORS OF THE COMPANY:

a) Statutory Auditors:

During the financial year under review M/s S C M K & Co. LLP resigned as the statutory auditor of the Company w.e.f. August 11,2023.

Accordingly, pursuant to the provisions of Section 140 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014; M/s S R B C & Co. LLP, Chartered Accountants (Firm Registration Number: 324982E/ E300003), were appointed as the statutory auditor of the Company vide resolution passed by the shareholders at the 28^th annual general meeting of the Company, held on September 25, 2023; for a term of 5 years to hold office from the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting. They continue to be the auditors of the Company.

b) Observations of Statutory auditors on accounts for the year ended March 31, 2024:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Reporting of frauds by statutory auditors under Section 143(12):

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

d) Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain a Secretarial Audit Report from a Practicing Company Secretary.

Accordingly, M/s. Mishra & Associates, Practicing Company Secretaries were appointed as a secretarial auditor by the Board on May 30, 2024, to issue Secretarial Audit Report for the financial year 2023-2024.

Secretarial Audit Report issued by M/s. Mishra & Associates in Form MR-3 for the financial year 2023-2024 dated May 27, 2024, forms part of this report.

Observations of Secretarial auditors for the year ended March 31, 2024:

The replies to the comments of Secretarial Auditors in Auditors Report are as follows:

Sr. No.	Observation Remark	Management Response
1.	Website of the Company was not updated within the time limit prescribed in Regulation 46 of Listing Regulation	Company have updated the website
2.	The Company has not submitted Form Annual Performance Report	The Company inadverdently missed
	for one of a subsidiary situated in Nepal for the Financial Year	to submit form Annual Performance
	2022-23.	Report for the Financial Year 2022-23.

Further, in compliance to Regulation 24A of Listing Regulations, M/s Oneworld Logistics India Private Limited; the material unlisted subsidiaries of the Company have undertaken the secretarial audit for the financial year 2023-2024.

The Secretarial audit reports of the material unlisted subsidiary is appended with the annual report of the Company.

e) Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

f) 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.

g) Internal auditor:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, the Board has on May 30, 2023, appointed M/s. NMJ & Associates, Chartered Accountants as Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2023-2024.

>. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Details of significant and material orders passed by the Regulator or Court or Tribunal:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and company’s operation in future.

b. Risk Management Policy:

The Company has a risk management framework in place for identification and management of risks including to identify, assess, monitor, and mitigate various risks to key business objectives Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

c. Director’s Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2024, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31,2024, and of the profit/loss of the Company for that year,

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

d. the annual accounts of the Company have been prepared on a going concern basis,

e. They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and,

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

d. Disclosure regarding Internal Complaints Committee under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 20232024.

• No. of Complaints Received: Nil

• No. of Complaints Disposed of: Nil

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

e. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

h. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

i. Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

j. Disclosure of reason for difference between valuation done at the time of taking loan from Bank and at the time of One Time Settlement:

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

k. Compliances of Secretarial Standards:

The Company is in compliance with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

l. Particulars of Employees:

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are given in “Annexure IN” to this Report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format are appended as Annexure IV to this report.

Further the Company has no employee who is in receipt of remuneration of either:

1. Rs. 8,50,000 /- per month or INR 1,02,00,000/- per annum or

2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director of the Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the equity shares of the Company

m. Management Discussion and Analysis:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as “Annexure V.”

n. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during the financial year 2023-2024.

o. Criteria for making payments to Non-Executive Directors:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors.

The policy is available on the website at https://ttspl.in/wp-content/uploads/2022/08/Making-Payments-to-Non-Executive-Directors-min.pdf

p. Corporate Governance:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the financial year 2023-2024 is enclosed with the annual report.

q. Code of Conduct:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

r. Insider Trading:

The Board has in consultation with the Stakeholder’s Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

s. Means of Communication:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company’s Website and stipulated communications to the Stock Exchange where the Company’s shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company’s Policies etc.

t. Human Resources:

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people’s attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31,2024, there were a total of 384 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

u. Website:

The Company has a website addressed as www.ttspl.in. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

v. Disclosure pursuant to Section 67(3) of Companies Act, 2013:

Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates is not applicable to the Company during the financial year 2023-2024 pursuant to Section 67(3) of the Companies Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.

w. Disclosure pursuant to Schedule V Part II Section II of Companies Act, 2013:

The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate Governance report.

x. Indian Accounting Standards- IFRS Converge Standards:

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

y. Listing on Stock Exchange:

The Equity shares of the Company listed on the Main Board of National Stock Exchange of India Limited (NSE).

z. Depository System:

Your Company’s equity shares are in Demat form. The Company has appointed Central Depository Services India Limited (CDSL) as designated depository to the Company.

aa. Awards and Achievements:

Your Company has a long list of Awards and Recognition during its long legacy of three decades. The Company has been felicitated at various forums by valuable stakeholders in the business.

ab. Annual Listing Fees to the Stock Exchanges:

Total Transport Systems Limited have listed its equity shares on the Main Board of National Stock Exchange of India Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y 2023-2024 and 2024-2025.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board

For and on behalf of Total Transport Systems Limited SD/- SD/-

Makarand Prabhakar Pradhan Shrikant Damodar Nibandhe

Managing Director Whole-Time Director & Chief Financial Officer

DIN:00102413 DIN:01029115

Date: August 12, 2024 Date: August 12, 2024

Place: Mumbai Place: Mumbai

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Mar 31, 2023

The directors take pleasure in presenting the 28^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31,2023.

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

a. Financial Results

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

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Income	52346.48	53057.28	59070.38	58365.08
Less: Expenses	50570.65	51488.02	58085.56	57010.34
Profit / (Loss) before Tax	1775.83	1569.26	984.82	1350.11
Less: Provision for Tax	-	-	-	-
Income Tax of earlier years w/off	-	-	-	-
Exceptional Income	-	-	-	-
Exceptional Expenditure	-	-	-	-
Profit After Tax	1319.54	1121.33	522.30	912.18

Interim Dividend	120.95
Final Dividend	-
Tax on distribution of dividend	-
Transfer of General Reserve	-
Balance carried to Balance sheet	7690.56

b. Company’s Performance Review:

The Company continues to see marginal growth in its overall performance in the financial year 2022-2023. Driven by the performance of the segment in which the Company operates the quick summary of standalone and consolidated results are given below:

i. Standalone Financial Highlights

During the Financial Year ended March 31, 2023, the Company’s total Revenue from operations is INR 52,221.82 Lakhs as against INR 53,014.46 Lakhs in the corresponding previous Financial Year ended March 31, 2022.

The Profit/(Loss) after tax for the Financial Year ended March 31,2023, is INR 1319.54 Lakhs as against Profit of INR 1,121.33 Lakhs in the corresponding previous Financial Year ended March 31,2022.

ii. Consolidated Financial Highlights

During the Financial Year ended March 31, 2023, the Company’s total Revenue from operations is INR 59,070.38/- Lakhs as against INR 58,365.08/- Lakhs in the corresponding previous Financial Year ended March 31, 2022.

c. Operations and Change in nature of business, if any:

The Company continues to be engaged in the activities of Consolidation / Deconsolidation of Cargo, Freight Forwarding, Logistics, Warehousing and Transportation and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the financial year under review.

d. Share Capital:

During the year under review, there has been a change in the Authorized, Issued, Subscribed, and Paid-up Share Capital of the Company due to preferential issue done during the year under review.

As of March 31, 2023, the Authorized Share Capital of the Company is INR 17,00,00,000/- divided into 1,70,00,000/- equity shares of INR 10/- each.

Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31, 2023, is INR 16,12,69,730/- divided into 1,61,26,973/- equity shares of INR 10/- each.

e. Dividend:

The company has declared the Interim Dividend during the financial Year 2022-2023 at Board Meeting dated February 09, 2023, for an amount of INR 0.75 per share amounting to INR 120.95 Lakhs.

However, with a view to conserve the available resources, your directors have thought it is prudent not to recommend any final dividend for the financial year 2022 -2023 under review.

f. Unpaid Dividend and IEPF:

During the year under review:

Neither the Company was liable to, nor the Company has transferred any amount to the Investor Education & Protection Fund (IEPF) and

No amount is lying in Unpaid Dividend A/c of the Company for F.Y. 2022-2023.

g. Disclosure with respect to demat suspense account / unclaimed suspense account:

Not Applicable

h. Transfer to Reserves:

The Company has not transferred any amount to General Reserve Account during the financial year under review.

i. Report on performance of Subsidiaries, Associates and Joint Venture:

During the year under review, the Company has Two Wholly Owned Subsidiaries and Two Subsidiary Companies. Also, the Company has entered into a One Joint Venture Agreement.

The Details of the Subsidiary and Joint Venture are given below:

Subsidiary Companies:

i. CP World Logistics India Private Limited:

CP World Logistics India Private Limited (CIN: U63090MH2008PTC202404), is a Private Limited Company incorporated on October 31, 2008. The authorized Share Capital of the Company is INR 50,00,000/- divided into 5,00,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-up Share Capital of the Company is INR 1,00,000/- divided into 10,000 equity shares of INR 10/- each.

The Company has a 99.99% equity stake in CP World Logistics India Private Limited and CP World Logistics India Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(86) of the Companies Act, 2013.

ii. Oneworld Logistics Private Limited:

Oneworld Logistics Private Limited (CIN: U63090MH2010PTC198688), is a Private Limited Company incorporated on January 08, 2010. The authorized Share Capital of the Company is INR 10,00,00,000/- divided into 1,00,00,000 equity shares of INR 10/- each and Issued, Subscribed, and Paid-up Share Capital of the Company is INR 2,30,76,920/- divided into 23,07,692 equity shares of INR 10/- each.

The Company has a 99.99% equity stake in Oneworld Logistics Private Limited and Oneworld Logistics Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

iii. Total Transport Systems Private Limited (Nepal):

Total Transport Systems Private Limited (Registration No.: 62912/065/066), is a Company established under the Companies Act, 2006 on May 21,2009, in Nepal.

The Company has 64% equity stake in Total Transport Systems Private Limited (Nepal) and has thus Total Transport Systems Private Limited has thus become a Subsidiary Company under Section 2(87) of the Companies Act, 2013.

iv. RN Freight Forwarders Private Limited:

RN Freight Forwarders Private Limited (CIN: U63090MH2010PTC207563), is a Private Limited Company incorporated on September 13, 2010. The authorized Share Capital of the Company is INR 41,00,000/- divided into 10,000 equity shares of INR 10/- each and 40,000 Non-Cumulative, Convertible Preference Shares of INR 10/- each and

Issued, Subscribed, and Paid-up Share Capital of the Company INR 41, 00,000/- divided into 10,000 equity shares of INR 10/- each and 40,000 Non-Cumulative, Convertible Preference Shares of INR 10/- each

The Company has a 60 % equity and preference stake in RN Freight Forwarders Private Limited and has thus become a subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

Joint Venture:

i. Seedeer (India) E-Commerce Private Limited

Our Company entered into a Joint Venture Agreement with Seedeer (Hong Kong) E-Commerce Company Limited on August 23, 2018, and formed Seedeer (India) E-Commerce Private Limited. Seedeer (India) E-Commerce Private Limited (CIN: U74999MH2018FTC318691), is a Private Limited Company incorporated on December 21,2018.

The authorized Share Capital of the Company is INR 2,50,00,000/- divided into 25,00,000 equity shares of INR 10/- each and Issued, Subscribed, and Paid-up Share Capital of the Company is INR 65,00,000/- divided into 6,50,000 equity shares of INR 10/- each.

The Company has 30% equity stake in Seedeer (India) E-Commerce Private Limited.

Your Company has formulated a Policy for determining ‘Material’ Subsidiaries pursuant to the provisions of Regulation 16 of SEBI LODR Regulations, 2015.

The said Policy is available on the Company’s website http://www.ttspl.in/ Document/Material_Subsidiary_ Policy.pdf of the Company.

A report on the performance and financial position of the Associate and wholly owned subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 as an “Annexure I ”, which forms part and parcel of the Board’s Report.

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays, and public holidays up to the date of the Annual General Meeting (‘AGM’) as required under Section 136 of the Companies Act, 2013.

j. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for 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.

k. Particulars of Contracts or Arrangements with Related Parties:

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm’s length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP’s, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large. All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company.

All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

The Company has also adopted a related party transaction policy. The policy was approved by the Board and the same was uploaded on the company’s website at the below mentioned link:

www.ttspl.in under the tab “Investor Section.”

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

A)	Conservation of energy:
	Steps taken or impact on conservation of energy	The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
	Steps taken by the company for utilizing alternate sources of energy	Nil
	Capital investment on energy conservation Equipment’s	Nil

(B)	Technology absorption:
	Efforts made towards technology absorption		Nil
	Benefits derived like product improvement, cost reduction, product development or import substitution
	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
	• Details of technology imported		Nil
	• Year of import		Not Applicable
	• Whether the technology has been fully absorbed		Not Applicable
	• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof		Not Applicable
	Expenditure incurred on Research and Development		Nil
(C)	Foreign exchange earnings and Outgo:
		April 01, 2022, to		April 01, 2021, to
		March 31, 2023		March 31, 2022
		[2022-2023]		[2021-2022]
		Amount in INR (In Lakhs)		Amount in INR (In Lakhs)
	Actual Foreign Exchange earnings	7237.87		5,801.83
	Actual Foreign Exchange outgo	7708.34		7,050.13

m. Annual Return:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31,2023, is available on Company’s website at https://ttspl.in/disclosure-under-regulation-46-and-62-of-sebi-regulations/annual-return-as-provided-under-section-92/

n. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013:

The particulars of Loans granted, Guarantees provided, Investments made, or security provided covered under section 186 of the Companies have been disclosed in Note No. 03 and 04 of Notes to the Financial Statement.

o. Disclosure under Section 134(3)(i) of the Companies Act, 2013:

There are no material changes or commitments affecting the financial position of the Company, subsequent to the close of the Financial Year 2022-2023 till the date of this Report.

p. Internal Financial Control Systems and their adequacy:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Board of Directors & Key Managerial Personnel:

i. Appointment:

Mr. Sandesh Madhukar Kirkire bearing DIN: 01854553 was appointed as an Additional Independent Director for a period of 05 years subject to approval of members on April 14, 2022.

Mr. Mangina Srinivas Rao bearing DIN: 08095079 was appointed as an Additional Independent Director for a period of 05 years subject to approval of members on April 14, 2022.

Mr. Rajiv Mathuraprasad Saxena bearing DIN: 08336424 was appointed as an Additional Independent Director for a period of 05 years subject to approval of members on May 26, 2022.

All the aforementioned Directors were regularized as an Independent Directors of the Company on July 08, 2022, by the shareholders of the Company via postal ballot.

ii. Details of the Directors and KMP’s resigned during the year:

There are no resignations of Directors or KMPs during the Financial Year ended March 31, 2023.

However, the term of Mr. Abhishek Talwar bearing DIN: 01059150 and Mr. Sunil Kshirsagar bearing DIN: 07781787 as Independent Directors of the Company ended on April 03, 2022.

The Directors and Key managerial personnel as on March 31, 2023, are as below:

Sr. No.	Name of Directors & KMP’s	Designation	DIN/PAN
1.	Mr. Makarand Prabhakar Pradhan	Managing Director	00102413
2.	Mrs. Leena Prashant Salvi	Non-Executive Director	07784529
3.	Mr. Sanjiv Arvind Potnis	Executive Director	00102090
4.	Mr. Shrikant Damodar Nibandhe	Executive Director and Chief Financial Officer (“CFO”)	01029115
5.	Mr. Sandesh Madhukar Kirkire	Non-Executive Independent Director	01854543
6.	Mr. Mangina Srinivas Rao	Non-Executive Independent Director	08095079
7.	Mr. Rajiv Mathuraprasad Saxena	Non-Executive Independent Director	08336424
8.	Mr. Bhavik Shantilal Trivedi	Company Secretary	AGWPT7882P

b. Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Sanjiv Arvind Potnis bearing DIN: 00102090 retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your directors recommend their approval.

c. Declaration by Independent Directors:

The Company has duly complied with the definition of ‘Independence’ according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

a) Evaluation by Independent Director

In a separate meeting of Independent Directors held on December 02, 2022, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of executive director

b) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(7A) of the Listing Regulations:

During the financial year ended March 31, 2023, the Company had issued and allotted 18,20,973 equity shares of INR. 10/- each at an issue price of INR. 111.16/- per equity share, aggregating to INR. 20,24,19,359 (including securities premium of INR. 101.16/- Per Share) on October 19, 2022.

The aforesaid issuance of equity shares was made to Promoter and Non-Promoter category Individuals in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2013.

The aforementioned funds were raised to meet the long-term working capital requirements and to reduce finance cost of the Company and the funds are being utilized for the said object only as on the date of this report and there was no deviation(s) or variation(s) in the use of proceeds.

c) Disqualification of Directors:

During the financial year 2022-2023 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board has taken the same on record.

d) Remuneration / Commission drawn from holding / subsidiary Company:

None of the Directors of the Company have drawn any remuneration/commission from the Company’s holding Company/subsidiary companies.

DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES

a) Board Meetings:

During the year the Board of Directors met five times at their meeting held on May 26, 2022, August 10, 2022, September 12, 2022, November 10, 2022, & February 09, 2023.

The attendance of the Board members at the Board meetings held during the year is as follows:

Name of the Directors	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Makarand Prabhakar Pradhan	Managing Director	5	5
Mrs. Leena Prashant Salvi	Non-Executive Director	5	5
Mr. Sanjiv Arvind Potnis	Executive Director	5	5
Mr. Shrikant Damodar Nibandhe	Executive Director	5	5
Mr. Sandesh Madhukar Kirkire	Non-Executive Independent Director	5	5
Mr. Mangina Srinivas Rao	Non-Executive Independent Director	5	5
Mr. Rajiv Mathuraprasad Saxena	Non-Executive Independent Director	5	4

b) Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on April 26, 2017. However, the Audit Committee was re-constituted on May 26, 2022.The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation. The Audit Committee comprises of:

Name of Members	Designation
Mr. Rajiv Mathuraprasad Saxena	Chairman and Member
Mr. Sandesh Madhukar Kirkire	Member (Independent Director)
Mr. Sanjiv Arvind Potnis	Member (Executive Director)
Mr. Mangina Srinivas Rao	Member (Independent Director)

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary of the Company acts as a secretary to the Committee.

The Audit Committee met five times during the financial year ended on March 31,2023, at their meeting held on May 26, 2022, August 10, 2022, September 12, 2022, November 10, 2022, & February 09, 2023.

The attendance of the members at the Audit committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Rajiv Mathuraprasad Saxena	Chairman	5	5
Mr. Sandesh Madhukar Kirkire	Member	5	5
Mr. Sanjiv Arvind Potnis	Member	5	5
Mr. Mangina Srinivas Rao	Member	5	5

During the year under review, the Board of Directors of the Company accepted all the recommendations of the Committee.

c) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on April 26, 2017.

However, the Nomination & Remuneration Committee was re-constituted on May 26, 2022.

The Nomination & Remuneration Committee comprises of:

Name of Members	Designation
Mr. Sandesh Madhukar Kirkire	Chairman
Mr. Rajiv Mathuraprasad Saxena	Member
Mrs. Leena Prashant Salvi	Member
Mr. Mangina Srinivas Rao	Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification Positive Attributes Independence Experience

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://ttspl.in/

The Nomination & Remuneration Committee met two times during the financial year ended on March 31, 2023, at their meeting held on May 26, 2022, & August 10, 2022.

The attendance of the members at the Nomination & Remuneration committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Sandesh Madhukar Kirkire	Chairman	2	2
Mr. Rajiv Mathuraprasad Saxena	Member	2	2
Mrs. Leena Prashant Salvi	Member	2	2
Mr. Mangina Srinivas Rao	Member	2	2

d) Stakeholder & Relationship Committee:

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on April 26, 2017.

However, the Stakeholder & Relationship Committee was re-constituted on May 26, 2022.

The Stakeholder & Relationship Committee comprises of:

Name of Members	Designation
Mr. Rajiv Mathuraprasad Saxena	Chairman
Mr. Sanjiv Arvind Potnis	Member
Mr. Sandesh Madhukar Kirkire	Member
Mr. Mangina Srinivas Rao	Member

Mr. Rajiv Mathuraprasad Saxena has been appointed the Chairman of the Stakeholders’ Relationship Committee. The Company Secretary of the Company to acts as the Secretary of the Stakeholders’ Relationship Committee.

The Stakeholders’ Relationship Committee met one time during the financial year ended on March 31,2023, at their meeting held on November 10, 2022.

The attendance of the members at the Stakeholders’ Relationship Committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Rajiv Mathuraprasad Saxena	Chairman	1	1
Mr. Sanjiv Arvind Potnis	Member	1	1
Mr. Sandesh Madhukar Kirkire	Member	1	1
Mr. Mangina Srinivas Rao	Member	1	1

e) Meeting of Independent Directors

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on December 02, 2022, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

• Review the performance of non-independent directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and Assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

f) Vigil Mechanism for the Directors and Employees:

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistleblowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The said policy is also available on the website of the Company at https://ttspl.in/wp-content/uploads/2022/08/Vigil-Mechanism-min.pdf

g) Corporate Social Responsibility Policy:

The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company www.ttspl.in. During the year, the Company was required to spend an amount of INR 16,25,253/- on CSR activities and the Company has spent INR 16,25,253/-.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act’), is annexed to this report as “Annexure II” to this Report.

h) Annual Evaluation of Directors, Committee and Board as a whole:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

The manner in which the evaluation has been carried out has been explained below:

• Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman by the Nomination and Remuneration committee as per the structured mechanism who were evaluated on following parameters / criteria:

• Participation and contribution by a director,

• Commitment (including guidance provided to senior management outside of Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

• Integrity and maintenance of confidentiality,

• Independence of behavior and judgment,

• Observance of Code of Conduct, and

• Impact and influence

In the opinion of the Board, the Independent Directors of the Company possess relevant expertise and experience (including proficiency).

4. AUDITORS OF THE COMPANY:

a) Statutory Auditors:

Pursuant to the provisions of Section 140 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 M/s. S C M K & Co LLP, Chartered Accountants (Registration No. W100662), the Statutory Auditors of the Company who have been appointed for a term of 5 years to hold office from the conclusion of 25^th Annual General Meeting till the conclusion of 30^th Annual General Meeting have tendered their resignation w.e.f. August 11, 2023.

Accordingly, the Board of Directors have recommended to the members to appoint M/s S R B C & Co. LLP (Firm Registration Number: 324982E/E300003) for a period of 05 years at the ensuing annual general meeting of the Company. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

The necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

b) Observations of Statutory auditors on accounts for the year ended March 31, 2023:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2023 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Reporting of frauds by statutory auditors under Section 143(12):

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

d) Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary.

M/s MMJB & Associates LLP, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2022-2023.

Secretarial Audit Report issued by M/s MMJB & Associates in Form MR-3 for the financial year 2022-2023 forms part to this report "Annexure III".

The replies to the comments of Secretarial Auditors in Auditors Report are as follows:

Observations of Secretarial auditors for the year ended March 31, 2023:

Sr. No.	Observation Remark	Management Response
1.	Composition of Board and Committee was not in compliance with Regulation 17(1)(b) & (c), 18(1)(b), 19(1)(c) and 20(2A) of Listing Regulations from April 03, 2022, to April 13, 2022, due to completion of term of Mr. Abhishek Talwar and Mr. Sunil Kshirsagar as Independent Director of the Company w.e.f. April 3, 2022.	The proposed elected Directors Mr. Mangina Rao and Mr. Sandesh Kirkire have confirmed and agreed to join the Board but due to their previous assignment, it took little more time to join on the Board on the desired date and resultantly there was delay in weeks’ time.
2.	Date of appointment of Mr. Mangina Rao and Mr. Sandesh Kirkire as Independent Director on Board and in Committee is mentioned as April 13, 2022, instead of April 14, 2022, in Corporate Governance Report filed quarterly to Stock Exchange and Form DIR-12 filed with Registrar of Company	It was just a typographical error, further the company took steps to rectify the same but could not correct that.
3.	The Company has not intimated Stock Exchange under Regulation 30 read with Schedule III of Listing Regulations for altering its Memorandum of Association.	It was an unintentional lapse on the part of the Company and the Company will take due care henceforth.

4.	Website of the Company was not updated within the time limit prescribed in Regulation 46 of Listing Regulation.	The Website of the Company is updated as on March 31,2023.
5.	The details of designated persons were updated in delay with designated depository as per SEBI Circular SEBI/HO/ISD/ISD/CIR/P/202 dated September 09, 2020	It was an erroneous lapse in making the entries since formalities were in process for the appointment. Delay was unintentional and the company will take due care henceforth
6.	The Company has submitted Annual Return on Foreign Liabilities and Assets for the financial year 2021-2022 in delay	The Company has inadvertently skipped to submit the Annual return whereas the Company will file the same for current Financial Year
7.	The Company has not submitted Form Annual Performance Report for one of the subsidiaries situated in Nepal for the Financial Year 2021-22.	The Company has inadvertently skipped to submit the Annual return whereas the Company will file the same for current Financial Year

e) Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

f) 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.

g) Internal auditor:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, Board has appointed M/s. V. R. Sabnis & Associates, Chartered Accountants to conduct the Internal Audit of the Company for the Financial Year 2022-23.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as

under:

a. Details of significant and material orders passed by the Regulator or Court or Tribunal:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and company’s operation in future.

b. Director’s Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2023, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31,2023, and of the profit/loss of the Company for that year;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and;

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

c. Disclosure regarding Internal Complaints Committee under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 20222023.

• No. of Complaints Received: NIL

• No. of Complaints Disposed of: NIL

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

d. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

i. Disclosure of reason for difference between valuation done at the time of taking loan from Bank and at the time of One Time Settlement:

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

j. Compliances of Secretarial Standards:

The Company is in compliance with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

k. Particulars of Employees:

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are given in “Annexure IV” to this Report.

Further the Company has no employee who is in receipt of remuneration of Rs 8,00,000 /- per month or INR 1,02,00,000/- per annum and hence the Company is not required to give information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

l. Management Discussion and Analysis:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as “Annexure V”.

m. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during the financial year 2022-2023.

n. Criteria for making payments to Non-Executive Directors:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors

The policy is available on the website and can be accessed in the below-mentioned link: https://ttspl.in/wp-content/uploads/2022/08/Making-Pavments-to-Non-Executive-Directors-min.pdf

o. Corporate Governance:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the financial year 2022-2023 is presented as “Annexure VI” to this Report.

p. Code of Conduct:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

q. Insider Trading:

The Board has in consultation with the Stakeholder’s Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

r. Means of Communication:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company’s Website and stipulated communications to the Stock Exchange where the Company’s shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company’s Policies etc.

s. Human Resources:

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people’s attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31, 2023, there were a total of 352 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

t. Website:

The Company has a website addressed as www.ttspl.in. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

u. Indian Accounting Standards- IFRS Converge Standards:

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

v. Listing on Stock Exchange:

The Equity shares of the Company listed on The National Stock Exchange of India Ltd (NSE) Main Board.

w. Depository System:

Your Company’s equity shares are in Demat form only. The Company has appointed Central Depository Services India Limited (CDSL) as designated depositories to the Company.

x. Awards and Achievements:

Your Company has a long list of Awards and Recognition during its long legacy of three decades. The Company has been felicitated at various forums by valuable stakeholders in the business.

y. Annual Listing Fees to the Stock Exchanges:

Total Transport Systems Limited have listed its equity shares on the Main Board of NSE India Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2022-2023.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

---

Mar 31, 2021

The Board of Directors of Total Transport Systems Limited (“the Company” or “your Company”) is pleased to present their Twenty Sixth Annual Report on the business and operations of the company along with Audited Financial Statements (Standalone & Consolidated) of the Company for the Financial Year ended on March 31, 2021 (“Financial year under review” or financial year 2020-21.

FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

PARTICULARS	STANDALONE		CONSOLIDATED
	2020-21	2019-20	2020-21	2019-20
Turnover	26479.62	32255.29	31488.82	39,957.23
Other Income	17.94	3.25	25.11	4.32
Profit Before Depreciation, Interest and Tax (PBDIT)	586.17	872.80	324.56	720.57
Finance Cost	222.85	208.73	230.43	213.68
Depreciation and amortization expense	84.87	120.90	92.26	121.44
Profit/(Loss) Before Tax	278.46	543.18	1.86	385.45
Share of (profit)/loss from investment in associate	-	-	(6.78)	(7.86)
Tax Expenses:
Current Tax	89.95	166.05	91.99	175.03
Deferred Tax	(13.05)	(8.89)	(12.80)	(8.89)
Profit/(Loss) after Tax	201.56	386.02	(84.11)	211.45
Minority Interest	-	-	2.20	2.09
Profit/(Loss) for the period	201.56	386.02	(86.31)	209.36
Net other comprehensive income not be reclassified to profit or loss in subsequent periods	(28.13)	(44.97)	(28.53)	(44.97)
Net other comprehensive income to be reclassified to profit or loss in subsequent periods	0.70	1.33	1.52	1.13
Other Comprehensive Income for the year, net of tax	(27.43)	(43.64)	(27.01)	(43.84)
Total Comprehensive Income for the period	174.13	342.38	(113.32)	165.52

1. IMPACT OF COVID - 19 ON BUSINESS:

The coronavirus pandemic (“Covid-19”) outbreak last year had a large impact on the Country’s economy as well as businesses across the spectrum. The logistics sector with an estimated size of $215 billion also suffered the brunt of these unprecedented circumstances. However, with the progression of the lockdown easing, people and businesses across the Nation began adjusting to the new normal and the economy started its path back towards recovery with logistics being a driving force across. We at Total believe that in every adversity lies the seed of an equal or greater opportunity. A complete lockdown followed by partial unlock has hampered our business. But we have used this slowdown as a chance to step back and introspect to frame new policies and guidelines to carve a path for a bright future ahead.

The COVID-19 virus forced the entire world to make a quick shift from offline to online. The last mile delivery business carried through our subsidiary, One World Logistics Private Limited is Total’s answer to this global need. Our robust business model along with its latest ERP and SaaS for technology back up gives an added advantage. It operates under the brand “Abhilaya” with a focus on last mile delivery especially for Amazon, Flipkart and Fedex with a target to work with other ecommerce players at PAN India level.

2. COMPANY’S PERFORMANCE REVIEW:

The Company continues to see marginal growth in its overall performance in the financial year 2020-21. Driven by the performance of the segment in which the Company operates the quick summary of standalone and consolidated results are given below:

i. Standalone Financial Highlights

> During the Financial Year ended March 31, 2021, the Company’s total Revenue from operations is Rs.26, 479.62 Lakhs as against Rs. 32,255.29 Lakhs in the corresponding previous Financial Year ended March 31, 2020.

> The Profit/(Loss) after tax for the Financial Year ended March 31, 2021 is Rs. 201.56 Lakhs as against Profit of Rs. 386.02 Lakhs in the corresponding previous Financial Year ended March 31,2020.

ii. Consolidated Financial Highlights

> During the Financial Year ended March 31, 2021, the Company’s total Revenue from operations is Rs. 31,488.81 Lakhs as against Rs.39,957.23 Lakhs in the corresponding previous Financial Year ended March 31,2020.

> Company has incurred a loss of Rs. 84.11 Lakhs for the Financial Year ended March 31, 2021 is as against Profit of Rs. 211.45 Lakhs in the corresponding previous Financial Year ended March 31,2020.

3. DIVIDEND

With a view to conserve the available resources, it has been proposed by the Board of Directors not to declare any Dividend for the financial year 2020-21.

4. RESERVES

The Company has closing balance of Rs. 37,19,32,899/- (Rupees Thirty Seven Crores Nineteen Lakhs Thirty Two Thousand Eight Hundred and Ninety Nine only) as Reserve and Surplus as on March 31,2021. The Closing Balance of Reserve and Surplus is bifurcated as follows:

Sr. No.	Particulars	Amount
1.	Securities Premium Reserve	132,823,913
2.	Retained Earnings	238,893,187
3.	Fair value through OCI Reserve	215,799
	TOTAL	371,932,899

5. CHANGES IN NATURE OF THE BUSINESS, IF ANY

The Company Continued to carry Business of Consolidation / Deconsolidation of Cargo, Freight Forwarding, Logistics, Warehousing and Transportation and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY AND KEY DEVELOPMENTS

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of Financial Year 2020-21 till the date of this Report.

However, Trading in the Equity Shares of the Company has been migrated from NSE EMERGE platform to Main Board of NSE w.e.f. 28^th August, 2020.

7. SHARE CAPITAL

During the year under review, there is no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.

As at March 31,2021, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- divided into 1,50,00,000/- equity shares of Rs. 10/- each.

Further, Issued, Subscribed and Paid-up Share Capital of the Company as at March 31,2021 is Rs. 14,30,60,000/- divided into 1,43,06,000/- equity shares of Rs. 10/- each.

8. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits from public falling within the purview of provisions of Section 73 and 76 of the Companies Act, 2013 (“the Act”) and Rules framed thereunder.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loan, Guarantees and Investments covered under section 186 of the Companies have been disclosed in Notes to the Financial Statement.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm’s length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. All related party transaction as required under AS-18 are reported in the notes to financial statement of the Company. Form AOC - 2 forming part of this Directors Report is attached herewith as Annexure II.

All related party transactions were placed before the Audit Committee for its approval and noting on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

The Company has also adopted a related party transaction policy. The policy was approved by the Board and the same was uploaded on the company’s website: www.ttspl.in under the tab ‘Investor Section’.

11. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

During the year under review, the Company has Two Wholly Owned Subsidiaries and One Subsidiary Company. Also Company has entered in One Joint Venture Agreement. The Details of Subsidiary and Joint Venture are given below:

SUBSDIARY COMPANY:

i. CP World Logistics India Private Limited:

CP World Logistics India Private Limited (CIN: U63090MH2008PTC202404), is a Private Limited Company incorporated on October 31,2008. Authorized Share Capital of the Company is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each and Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 1,00,000/-divided into 10,000 equity shares of Rs. 10/- each.

The Company has 99.99% equity stake in CP World Logistics India Private Limited and CP World Logistics India Private Limited has thus become wholly owned subsidiary of the Company under Section 2(86) of the Companies Act, 2013.

During the year under review i. CP World Logistics India Private Limited, a wholly owned Subsidiary Company became a material subsidiary of the Company as its income stands more than 10% of the consolidated income of the Company.

ii. Oneworld Logistics Private Limited:

Oneworld Logistics Private Limited (CIN: U63090MH2010PTC198688), is a Private Limited Company incorporated on January 01, 2010. Authorized Share Capital of the Company is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each and Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 10,00,000/-divided into 1,00,000 equity shares of Rs. 10/- each.

The Company has 99.99% equity stake in Oneworld Logistics Private Limited and Oneworld Logistics Private Limited has thus become wholly owned subsidiary of the Company under Section 2(86) of the Companies Act, 2013.

iii. Total Transport Systems Private Limited (Nepal):

Total Transport Systems Private Limited (Registration No.: 62912/065/066), is a Company established under Companies Act, 2063 on May 21, 2009 in Nepal. The Company has 64% equity stake in Total Transport Systems Private Limited (Nepal) and has thus Total Transport Systems Private Limited has thus become Subsidiary Company under Section 2(87) of the Companies Act, 2013.

JOINT VENTURE

i. Seedeer (India) E-Commerce Private Limited

Our Company has entered into a Joint Venture Agreement with Seedeer (Hong kong) E- Commerce Company Limited on August 23, 2018 and formed Seedeer (India) E-Commerce Private Limited. Seedeer (India) E-Commerce Private Limited (CIN: U74999MH2018FTC318691), is a Private Limited Company incorporated on December 21, 2018. Authorized Share Capital of the Company is Rs. 2,50,00,000/- divided into 25,00,000 equity shares of Rs. 10/-each and Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 65,00,000/- divided into 6,50,000 equity shares of Rs. 10/- each.

The Company has 30% equity stake in Seedeer (India) E-Commerce Private Limited.

Your Company has formulated a Policy for determining ‘Material’ Subsidiaries pursuant to the provisions of Regulation 16 of SeBi LODR Regulations, 2015. The said Policy is available on the Company’s website http://www.ttspl.in/ Document/Material Subsidiary Policy.pdf of the Company.

A report on the performance and financial position of Associate and wholly owned subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 as an Annexure - I, which forms part and parcel of the Board’s Report.

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (‘AGM’) as required under Section 136 of the Companies Act, 2013.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The Directors and Key Managerial personnel of the Company as on 31^st March, 2021 are as below:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Makarand Prabhakar Pradhan	Managing Director	00102413
2.	Mr. Sanjiv Arvind Potnis	Executive Director	00102090
3.	Mr. Shrikant Damodar Nibandhe	Executive Director	01029115
4.	Ms. Leena Prashant Salvi	Non-Executive Director	07784529
5.	Mr. Abhishek Ramesh Talwar	Non-Executive & Independent Director	01059150
6.	Mr. Sunil Gajanan Kshirsagar	Non-Executive & Independent Director	07781787
7.	Mr. Shrikant Damodar Nibandhe	Chief Financial Officer	AAEPN2479A
8.	Mr. Bhavik S. Trivedi	Company Secretary & Compliance Officer	AGWPT7882P

ii. Director - Retirement By Rotation:

Pursuant to Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Shrikant Damodar Nibandhe (DIN: 01029115) , retires by rotation and being eligible, offers himself for re-appointment.

The Board of Directors of the Company recommends the appointment of Mr. Shrikant Damodar Nibandhe to the Shareholders for their consideration at the 26^th Annual General Meeting in the interest of the Company. The brief resume and other details relating to Mr. Shrikant Damodar Nibandhe as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling 26^th Annual General Meeting of the Company.

iii. Declaration under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors:

The Company has duly complied with the definition of ‘Independence’ according to the provisions of Section 149(6) of, read with Schedule IV - Code of Independent Directors to, the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

iv. Disqualification of Directors:

During the financial year 2020-2021 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same.

. COMMITTEES OF THE BOARD

As on March 31,2021, the Board has constituted Four (4) Committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee.

i. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee (“Audit Committee”) as per section 177 of the Companies Act, 2013 and regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on April 26, 2017. However Audit Committee was re-constituted w.e.f. April 26, 2018.

During the year under review, Four (4) meetings of the Audit Committee were held on June 29, 2020, July 30, 2020, November 12, 2020 and February 12, 2021.

The composition of the Audit committee and attendance of the members at the meetings held during the year are as follows:-

Name of the Director/Member	Designation	No. of Meetings Held	No. of Meetings Attended
Mr. Abhishek Ramesh Talwar	Chairman	4	4
Mr. Sunil Gajanan Kshirsagar	Member	4	4
Mr. Sanjiv Arvind Potnis	Member	4	4

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary acts as a secretary to the Committee.

ii. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors in their Meeting held on April 26, 2017, has constituted a Nomination and Remuneration Committee and has formulated “Nomination and Remuneration Policy” containing criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of Companies Act, 2013 for selection of any Director, Key Managerial Personnel and Senior Management Employees.. The constitution of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The said policy is available on the Company’s website and the web link thereto is http://www.ttspl.in/Document/ NominationAndRemuneration.pdf

During the Financial Year ended March 31,2021, meeting of Nomination & Remuneration Committee were held on February 12, 2021.

The Composition of the Nomination and Remuneration Committee and the attendance of the Members at the meeting held during the Financial Year 2020-21 are as under:

Name of the Director/Member	Designation	No. of Meetings Held	No. of Meetings Attended
Mr. Sunil Gajanan Kshirsagar	Chairman	1	1
Mr. Abhishek Ramesh Talwar	Member	1	1
Ms. Leena Prashant Salvi	Member	1	1

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

iii. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors in their Meeting held on April 26, 2017, has constituted a stakeholder relationship committee to redress the complaints/grievances of its shareholders/investors related to non-receipt of annual report, dividend payment, issue of duplicate share certificates, transmission of shares and other related complaints. The stakeholder relationship committee was constituted as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the Financial Year ended March 31,2021, the meeting of Stakeholder Relationship Committee was held on November 12, 2020 and February 12, 2021

The composition of the Stakeholders’ Relationship Committee and the attendance of the members at the meetings held during the Financial Year 2020-21 are as under:

Name of the Director/Member	Designation	No. of Meetings Held	No. of Meetings attended
Mr. Sunil Gajanan Kshirsagar	Chairman	2	2
Mr. Abhishek Ramesh Talwar	Member	2	2
Mr. Sanjiv Arvind Potnis	Member	2	2

SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2020-21.

iv. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted a Corporate Social Responsibility (CSR) Committee, as per the provisions of Section 135 of the Companies Act, 2013; vide resolution passed in the meeting of the Board of Directors held on 27^th August 2018.

The composition of the CSR Committee and the attendance of the members at the meetings held during the Financial Year 2020-21 are as under:

Name of the Director/Member	Designation	No. of Meetings Held	No. of Meetings attended
Mr. Sunil Gajanan Kshirsagar	Chairman	1	1
Mr. Abhishek Ramesh Talwar	Member	1	1
Mr. Sanjiv Arvind Potnis	Member	1	1

During the Financial Year ended March 31,2021, the Corporate Social Responsibility Committee met once on 12^th February, 2021.

14. BOARD AND COMMITTEE MEETINGS > Number Of Board Meetings

During the year under review the Board of Directors met 5 (Five) times on 29 June 2020, 30 July 2020, 14 October 2020, 12 November 2020, 12 February 2021 The interval between the two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

Sr. No.	Name of the Director	No. of Board Meeting
		Held	Attended
1.	Makarand Prabhakar Pradhan	5	5
2.	Sanjiv Arvind Potnis	5	5
3.	Shrikant Damodar Nibandhe	5	5
4.	Leena Prashant Salvi	5	5
5.	Abhishek Ramesh Talwar	5	5
6.	Sunil Gajanan Kshirsagar	5	5

> Number of Committee Meetings

The Audit Committee met Four (4) times during the Financial Year ended March 31, 2021. The Stakeholder Relationship Committee met two (2) times during the Financial Year ended March 31, 2021. The Nomination & Remuneration Committee met One (1) time during the Financial Year ended March 31, 2021. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

Also, during Financial Year ended March 31, 2021, the Independent Directors held a separate meeting on 12^th February, 2021 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

15. LISTING ON STOCK EXCHANGE

The Equity shares of the Company got listed on The National Stock Exchange of India Ltd (NSE) Emerge Platform in the year 2017 and it has migrated the trading of its equity shares to the Main Board of NSE Ltd. (Capital Market Segment) on August 28, 2020.

16. ANNUAL RETURN

The Annual Return for financial year 2020-21 as per provisions of the Act and Rules thereto, is available on the Company’s website at http://www.ttspl.in/Document/Annual _Return_FY2020-21.pdf

17. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees including the chairman of the Board on the basis of attendance, contribution of various criteria as recommended by the nomination and remuneration committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non Independent Directors (including the chairman) was also evaluated by the Independent directors at the separate meeting held of the Independent Directors of the Company.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 the Directors confirm that:

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

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and;

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

19. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO a. Conservation of Energy:

i. The Steps taken or impact on conservation of energy:

The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.

ai. The Steps taken by Company for utilizing alternate source of energy: Nil bi. The capital investment on energy conservation equipment’s: Nil

b. TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption: Nil

ai. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

bi. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):

a) the details of technology
b) the year of Import
c) whether the technology been fully absorbed	NIL
d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action

c. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	2020-21	2019-20
Foreign exchange earnings in terms of actual inflows	23,72,35,085	21,42,94,243
Foreign exchange expenditure in terms of actual outflows	27,43,95,805	29,14,41,304

20. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains high degree of transparency through regular disclosures with focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Corporate Governance Report for financial year 2020-21 is presented as Annexure IX to this Report.

21. CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company www.ttspl.in. During the year, the Company was required to spent an amount of Rs.19,11,562/- (Rupees Nineteen Lakhs Eleven Thousand Five Hundred and Sixty Two Only) on CSR activities and Company has spent Rs. 31,31,000/- (Thirty One Lakh and Thirty One Thousand Only). The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act’), is annexed to this report as Annexure VI to this Report.

22. COMPLIANCES OF SECRETARIAL STANDARDS

The Company is in compliance with all the applicable standards issued by the Institute of Company Secretaries of India.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

24. PARTICULARS OF EMPLOYEES

The Company has no employee, who is in receipt of remuneration of Rs 8,50,000/- per month or Rs 1,02,00,000/- per

annum and hence the Company is not required to give information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the following details forming part of Annexure III to the Board Report.

> Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 statement containing the names and other particulars of Top Ten employees in terms of remuneration drawn by them

> Disclosure Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as an Annexure VIII.

26. AUDITORS

(a) Statutory Auditor

The Board of Director places its appreciation of M/s. S C M K & Co LLP, Chartered Accountants (Registration No. W100662) as Statutory Auditors of your Company.

The members have appointed M/s. S C M K & Co LLP, Chartered Accountants (Registration No. W100662), to hold office from the conclusion of 25^th Annual General Meeting till the conclusion of 30th Annual General Meeting.

Your Company has received a letter from M/s. S C M K & Co. LLP, Chartered Accountants (Registration No. W100662) to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

(b) Secretarial Auditor

As required under provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, M/s Mishra & Associate, Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2020-21.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31,2021 is attached to the Director’s Report as Annexure- IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(c) Secretarial Compliance Report of Total Transport Systems Limited for the F.Y. 2020-21

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, issued by Securities and Exchange Board of India (SEBI), The Company has obtained Secretarial Compliance Certificate has been issued by the M/s. Mishra & Associates, Company Secretaries after independent verification of the records, books, papers and documents as maintained by the Company as per all the applicable SEBI laws, Regulations and circulars/ guidelines issued thereunder.

The same was submitted to the Stock Exchange(s) within the stipulated date and a copy of the same is hosted at our website at http://www.ttspl.in/Document/TOTAL2021SECRETARIALCOMPLIANCEREPORT.pdf The observations and comments given by the Secretarial Auditor in their Report are self- explanatory.

(d) Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, Board has appointed M/s. V. R. Sabnis & Associates, Chartered Accountants to conduct the Internal Audit of the Company for the Financial Year 2020-21.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT OR TRIBUNAL

There were no significant and material orders issued against the Company by an regulating authority or court or tribunal that could affect the going concern status and company’s operation in future.

28. RISK MANAGEMENT

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 through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

29. VIGIL MECHANISM

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle blowers are accorded complete protection from any kind of unfair treatment or victimization.

The said policy is also available on the website of the Company at www.ttspl.in under the head investor section.

30. FRAUD REPORTING

There were no frauds disclosed during the Financial Year.

31. CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

32. INSIDER TRADING

The Board has in consultation with the Stakeholder’s Relationship Committee laid down the policy to regulate and monitor the Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading. The Company has also adopted a Prohibition of Insider Trading Policy.

During the year under review, in compliance with the amendments to the SEBI Insider Regulations, the Company adopted the following effective 1 April 2019:

> Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

> Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives

The Policy was approved by the Board and same was uploaded on the Company’s website www.ttspl.in under the tab investors.

33. MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as Company’s Website and stipulated communications to Stock Exchange where the Company’s shares are listed for announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, Company’s Policies etc.

34. HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on ongoing basis. Numbers of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31,2021, there were total 346 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

35. WEBSITE

The Company has a website addressed as www.ttspl.in. Website contains the basic information about the Company -details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

36. INDIAN ACCOUNTING STANDARDS - IFRS CONVERGE STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2020-2021.

> No. of Complaints Received : NIL

> No. of Complaints Disposed of : NIL

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to the section 21 of the aforesaid Act and Rules framed thereunder.

38. DEPOSITORY SYSTEM

Your Company’s equity shares are in Demat form only. The Company has appointed National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) as depositories to the Company.

39. AWARDS AND ACHIEVEMENTS

Your Company has a long list of Awards and Recognition during its long legacy of three decades. The Company has been felicitated at various forums by valuable stakeholders in the business. Your Company could not receive any award during the FY 2020-2021 due to worldwide CoVID-19 Pandemic crises where social distancing is utmost important for the safety of the people.

40. ANNUAL LISTING FEES TO THE STOCK EXCHANGES

Total Transport Systems Limited have listed its equity shares on the Main Board of NSE India Limited. The listing fees have duly paid to the exchange and annual custodial fees has been paid to CDSL and NSDL for the F.Y. 2020 -21.

41. ACKNOWLEDGEMENT

As the global Covid-19 pandemic continues to put pressure on the economy, we acknowledge and thank all at the forefront fighting this pandemic and risking their lives for us. Our priority has been the safety of our employees, customers, vendors and strict adherence to government norms. The Board conveys its deep gratitude and appreciation to all the employees of the Company for their tremendous efforts as well as their exemplary dedication and contribution to the Company’s performance. We also acknowledge and appreciate the invaluable support and contribution of all our Business Associates who continue their loyal partnership with our Company in these trying times.

Your Directors wish to express their gratitude to the Bankers, Financial Institutions, Government Authorities, Consultants, Advisors and Members for their direct and indirect co-operation and look forward to their continued support in the future.

For and on behalf of the Board For Total Transport Systems Limited

Makarand Pradhan Shrikant Nibandhe

Place: Mumbai Managing Director Director & CFO

Date: 7th September, 2021 DIN: 00102413 DIN: 01029115

---

Mar 31, 2018

Dear Members,

The Directors present with immense pleasure, the Twenty Third Annual Report on the Business and operations along with the Audited Financial Statements of the Company for the Financial Year ended on 31^st March, 2018.

1. FINANCIAL RESULTS / OPERATION RESULTS (AMOUNT IN RS.):

Particulars	Standalone		Consolidated
	Current Year 31.03.2018	Previous Year 31.03.2017	Current Year 31.03.2018	Previous Year 31.03.2017
Turnover	2,08,33,81,774	2,00,00,18,208	2,13,94,17,196	2,13,37,35,420
Profit Before Tax	8,40,92,313	5,27,26,107	8,29,65,350	5,50,37,522
Profit / (Loss) from discontinuing operations before tax	0	0	0	0
Profit / (Loss) from continuing operations before tax	8,40,92,313	5,27,26,107	8,29,65,350	5,50,37,522
Add/(less) :Current Tax	1,72,35,000	1,07,51,000	1,72,87,024	(1,16,63,799)
Deferred Tax	8,80,562	31,69,724	8,80,562	31,69,724
Earlier year Tax	0	0	0	52,540
MAT Credit Entitlement	(1,42,52,350)	1,07,51,000	1,42,52,350	(1,07,51,000)
Profit after Tax	8,02,29,101	5,58,95,831	7,90,50,114	5,72,41,907
Add: Balance in Profit & Loss	6,46,12,445	87,16,614	6,57,28,171	79,79,539
Add/(Less):Minority Interest	0	0	56,187	(5,06,725)
Sub Total	10,24,45,652	6,46,12,445	10,23,26,204	6,57,28,171
Total	10,24,45,652	6,46,12,445	10,23,26,204	6,57,28,171

2. COMPANY’S PERFORMANCE REVIEW:

The Company continues to see marginal growth in its overall performance in the financial year 2017-18. Driven by the performance of the segment in which the Company operates, the quick summary of standalone and consolidated results are given below.

Standalone

During the period under review, the total turnover of the Company is Rs. 2,08,33,81,774/- as compared to the previous year Rs. 2,00,00,18,208/-. The Profit Before Tax of the Company is Rs. 8,40,92,313/- as compared to the previous year Rs. 5,27,26,107/and Profit After Tax of the Company stood at Rs. 8,02,29,101/- as compared to previous year Rs. 5,58,95,831/-.

Consolidated:

During the period under review the total turnover of the Company stood at Rs. 2,13,94,17,196/- as compared to previous year Rs. 2,13,37,35,420/-. The Profit Before Tax of the Company is Rs. 8,29,65,350/- as compared to previous year Rs. 5,50,37,522/and Profit After Tax of the Company stood at Rs. 7,90,50,114/- as compared to previous year Rs. 5,72,41,907/-.

3. DIVIDEND

In the context to financial expansion and future growth''s perspective of the Company and stakeholders, your directors do not recommend the dividend for the financial year 2017-18.

4. RESERVES

The balance in reserves and surplus stood at Rs. 23,52,69,565/- in comparison with the previous year balance Rs. 7,22,16,551/-.

5. CONVERSION OF THE COMPANY

During the year under review the Company has been converted from Private Limited Company to Public Limited Company and necessary Fresh Certificate of Incorporation to that effect has been issued by Registrar of Companies, Mumbai dated 24^th April, 2017. Consequent to the conversion of the Company from Private Limited to Public Limited the name of the Company changed from Total Transport Systems Private Limited to Total Transport Systems Limited.

6. SUCCESSFUL INITIAL PUBLIC OFFER (IPO)

Yours Directors are pleased to inform you that the Initial Public Offer (IPO) of the Company was successfully completed. The Company entered the capital market with the maiden IPO of 37,80,000 Equity Shares of face value of Rs. 10/- each issued at a premium of Rs. 35/- per share aggregating to Rs.1701 Lakhs. The issue was opened for subscription on July 25, 2017 and closed on July 28, 2017 and was oversubscribed by 130 times. The Company has achieved a milestone by listing of equity shares on the SME emerge platform of National Stock Exchange of India Ltd. (NSE) w.e.f. August 07, 2017. The Company has paid the listing fees for the Financial year 2018-19.

7. SHARE CAPITAL

The paid up share capital of the Company as on 31^st March, 2017 was Rs. 5,00,00,000/- comprising of 50,00,000 equity shares of Rs. 10/- each. During the year under review, the Company issued by way of bonus shares of 50,00,000 equity shares of Rs. 10/- each dated 2^nd May, 2017 and by way of preferential issue of 5,26,000 equity shares of Rs.10/- each at a premium of Rs. 35/- per share dated 19^th May, 2017. The Company has issued 37,80,000 equity shares of Rs. 10/- each at a premium of Rs. 35/- per share to the public via IPO.

8. BUSINESS OPERATION

Your Company is in the Business of Consolidation / Deconsolidation of Cargo, Freight Forwarding, Logistics, Warehousing and Transportation.

9. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loan, Guarantees and Investments covered under section 186 of the Companies have been disclosed in the financial statement.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transaction entered by the Company is on arm''s length basis and in the ordinary course of business. All related party transaction as required under AS-18 are reported in the notes to the financial statement. Form AOC 2 Forming part of this Director report are attached herewith as Annexure I

The Company has also adopted a related party transaction policy. The policy was approved by the Board and the same was uploaded on the company''s website: www.ttspl.in under the tab Investor Section.

12. CHANGES IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the year under review.

13. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

During the period under review, the Company has Three Subsidiaries, namely CP World Logistics India Private Limited, One World Logistics Private Limited, and Total Transport Systems Private Limited (Nepal Origin).

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of Energy, Technology Absorption foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014 are as stated below.

- Conservation of energy

1. The steps taken or impact on conservation of energy:

The Company applied strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extent of wastages as far as possible. The day to day consumption is monitored in an effort to save energy.

2. The steps taken by the Company for utilizing alternate sources of energy:

Company has not taken any step for utilizing alternate sources of energy.

3. Capital investment on energy conservation equipment:

Company has not made any investment on energy conservation equipment.

- Technology Absorption

The Company has no activities related to technology absorption hence nothing is to be reported here.

- Foreign exchange earnings and outgo:

Particulars	2017-18	2016-17
	(Amount in Rs.)	(Amount in Rs.)
Foreign exchange earnings in terms of actual inflows	11,31,80,021	8,61,43,757
Foreign exchange earnings in terms of actual outflows	31,82,37,322	17,89,16,954

15. EXTRACT OF THE ANNUAL RETURN

In accordance with the provisions of section 92 of the Companies Act, 2013 and Rules framed thereunder, the extract of the Annual Return is set out in Form MGT- 9 as Annexure II to this Report.

16. NUMBER OF BOARD MEETINGS

During the year under review the Board of Directors met 10 (Ten) times and time gap between two Board Meetings did not exceed 120 days. Dates of the Board Meetings are as follows:

Sr. No.	Date of the Meeting	No. of Directors eligible to attend meeting	No. of Directors attended the meeting	% of Attendance
1.	04-04-2017	3	3	100.00%
2.	26-04-2017	6	6	100.00%
3.	02-05-2017	6	6	100.00%
4.	19-05-2017	6	6	100.00%
5.	15-06-2017	6	6	100.00%
6.	05-07-2017	6	6	100.00%
7.	12-07-2017	6	6	100.00%
8.	17-10-2017	6	6	100.00%
9.	03-11-2017	6	6	100.00%
10.	06-02-2018	6	4	66.67%

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(C) of the Companies Act, 2013 the Directors confirm that:

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

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and;

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Independent Director

The Company was required to appoint Independent Directors in accordance with the provisions of the Companies Act, 2013 in the financial year 2017-18 pursuant to its conversion into Public Limited Company.

The Board of Directors appointed Mr. Abhishek Ramesh Talwar (DIN: 01059150) and Mr. Sunil Gajanan Kshirsagar (DIN: 07781787) as Additional Non-Executive Independent Directors on the Board w.e.f. 4^th April, 2017. Their appointment was approved by the shareholders of the Company in the Extra-ordinary General Meeting of the Company dated 7^th April, 2017 as the Independent Directors of the Company. Both the Independent Directors have been appointed to hold office for 5 (Five) years w.e.f. 4^th April, 2017 to 3^rd April, 2022.

As per the provisions of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

Non-Executive Non-Independent Director

The Company was required to appoint Non-Executive Director in accordance with the provisions of the Companies Act, 2013 in the financial year 2017-18 pursuant to its conversion into Public Limited Company.

The Board of Directors appointed Mrs. Leena Prashant Salvi (DIN: 07784529) as Additional Non-Executive Director on the Board w.e.f. 4^th April 2017. Her appointment was approved by the shareholders of the Company in the Extra-ordinary General Meeting of the Company dated 7^th April, 2017 as the Non-Executive Director of the Company.

Changes in designation of Directors and KMP

Pursuant to its conversion into Public Limited Company it was necessary to have such composition of Board of Directors as it is required under Companies Act, 2013 and the rules made thereunder. Therefore during the year 2017-18 the following changes in the designation of Directors were effected.

Mr. Makarand Prabhakar Pradhan

Change in the designation from Director to Managing Director of the Company appointed for a period of five years. However on 6^th February, 2018 he has resigned from the post of Managing Director of the Company due to personal reason, but after considering his vast experience in the field of operations, the Board of Directors are very pleased to appoint him as CEO of the Company.

Mr. Saniiv Arvind Potnis

Pursuant to the recommendations made by the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Sanjiv Arvind Potnis as a Managing Director of the Company with effect from 6^th February, 2018. The Shareholders of the Company in the Extra-ordinary General Meeting held on 20^th March, 2018 has confirmed his appointment as a Managing Director on the Board.

Mr. Shrikant Damodar Nibandhe

Due to some personal reasons, Mr. Shrikant Damodar Nibandhe has resigned from the post of Director of the Company vide his letter dated 6^th February, 2018. However, he will continue to act as a CFO of the Company.

Ms. Vrinda Pradhan

Pursuant to the recommendations made by the Nomination and Remuneration Committee, The Board of Directors has appointed Ms. Vrinda Pradhan as an Additional Non-Executive Director of the Company w.e.f. 6^th February, 2018.

The shareholders of the Company has regularized her appointment on the board in the Extra-ordinary General Meeting dated 20^th March, 2018.

Ms. Sneha Nibandhe

Pursuant to the recommendations made by the Nomination and Remuneration Committee, The Board of Directors has appointed Ms. Sneha Nibandhe as an Additional Non-Executive Director of the Company w.e.f. 6^th February, 2018.

The shareholders of the Company has regularized her appointment on the board in the Extra-ordinary General Meeting dated 20^th March, 2018.

Mr. Bhavik Trivedi

Mr. Bhavik Trivedi appointed as Company Secretary & Compliance Officer of the Company with effect from 24^th April, 2017.

The Directors and Key Managerial personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Sanjiv Arvind Potnis	Managing Director	00102090
2.	Ms. Sneha Shrikant Nibandhe	Non-Executive Director	08053297
3.	Ms. Leena Prashant Salvi	Non-Executive Director	07784529
4.	Ms. Vrinda Makarand Pradhan	Non-Executive Director	08057873
5.	Mr. Abhishek Ramesh Talwar	Non-Executive & Independent Director	01059150
6.	Mr. Sunil Gajanan Kshirsagar	Non-Executive & Independent Director	07781787
7.	Mr. Makarand Prabhakar Pradhan	Chief Executive Officer	AAJPP8907C
8.	Mr. Shrikant Damodar Nibandhe	Chief Financial Officer	AAEPN2479A
9.	Mr. Bhavik S. Trivedi	Company Secretary & Compliance Officer	AGWPT7882P

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors. They have also confirmed that they meet the requirements of Independent directors as mentioned under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The confirmations were duly noted by the Board.

20. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees including the chairman of the Board on the basis of attendance, contribution of various criteria as recommended by the nomination and remuneration committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non Independent Directors (including the chairman) was also evaluated by the Independent directors at the separate meeting held of the Independent Directors of the Company.

21. CORPORATE GOVERNANCE

Since the Company''s securities are listed on SME Emerge platform of National Stock Exchange (NSE), by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board''s Report.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control systems commensurate with operation of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including timely preparation of reliable financial information. The internal auditor together with external auditor consults and reviews the effectiveness and efficiency of these systems and procedure to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

23. PARTICULARS OF EMPLOYEES

The employer employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

The Company has no employee, who is in receipt of remuneration of Rs 8,50,000/- per month or Rs 1,02,00,000/- per annum and hence the Company is not required to give information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the following details forming part of Annexure III to the Board Report

- Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 statement containing the names and other particulars of Top Ten employees in terms of remuneration drawn by them

- Disclosure Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

24. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this report, and provides the Company''s current working and future outlook as per Annexure IV

25. AUDITORS

(a) Statutory Auditor

The Board of Director places on record its appreciation on the services provided by M/s. D. B. Ketkar & Co., Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

In accordance with the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, the shareholders of the Company at the 22^nd Annual General Meeting held on 24^th July, 2017 had appointed M/s. D. B. Ketkar & Co., Chartered Accountants, Mumbai (having Firm Registration No. 105007W) as Statutory Auditors of the Company, for a period of 5 years i.e. till the conclusion of the 26^th Annual General Meeting to be held in the year 2022.

M/s. D. B. Ketkar & Co., Chartered Accountants, have consented to act as a Statutory Auditors of the Company, if their appointment is ratified by the members at the Annual General Meeting and have also confirmed that their appointment is as per the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014.

Your directors recommend the ratification of their appointment as statutory auditors of the Company for the financial year 2018-19.

(b) Secretarial Auditor

The Board has appointed M/s. Anubhuti Tripathi & Associates, (Practising Company Secretary, C.P. No. 13219) to conduct the Secretarial Audit for the Financial Year 2017-18. The detailed reports on the Secretarial Audit are appended as an Annexure V to this Report.

(c) Internal Auditor

The Board has appointed A S N A J & Associates, Chartered Accountants to conduct the Internal Audit for the Financial Year 2017-18. The Internal Auditor has direct access to the Audit Committee and presents their Internal Audit observations to the Audit Committee.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION OR ADVERSE REMARK BY STATUTORY AND SECRETARIAL AUDITOR

Observation of the auditors in their report and notes forming part of the accounts are self - explanatory management comments to these observations are as follows:

Mr. Shrikant Nibandhe and Mr. Makarand Pradhan, Directors of the Company are disqualified from being appointed as a Director in terms of Section 164(2) of the Companies Act, 2013. However aggrieved by the action taken by MCA for inclusion of their name in the Disqualification list they have filed writ petition with Mumbai High Court and subsequently applied with NCLT Mumbai for restoration of the company namely ''AT Terminal Logistics Private Limited'' and the Hon''able NCLT vide its order dated 23^rd March, 2018 approved the petition and levied the compounding fees of Rs.1,75,000/-. AT Terminal Logistics Private Limited had duly paid the aforesaid fees with ROC Mumbai and is willing to take the benefit of CODS Scheme, 2018, but the said scheme got expired on 1^st of May 2018 and DIN of the concerned Directors were not activated by the MCA during the validity of the scheme due to which AT Terminal Logistics Private Limited was unable to file the pending Documents with the ROC Mumbai. The MCA had recently came up with clarification by way of general circular No. 05/2018 dated 17^th May 2018 and as per paragraph 2 of the said circular ''the Company which has filed the application for revival under section 252 of the Act upto the date of the scheme, the Director''s DIN shall be re-activated only NCLT order of revival subject to the Company having filing of all overdue documents. And Registrar of Companies are directed to raise a ticket through change requirement form (CRF) on MCA21 portal along with the Copy of NCLT Order and E-Governance shall activate the DIN of such Directors. Concerned Directors have already taken required steps for activating their DIN and they have complied with the requirements.

26. RISK MANAGEMENT

Risk is in itself sound as a huge responsibility for the organization to identify, evaluate, access, formulate and reduce it. It is the internal as well as external part of the Organization, risk factor works in the day to day operations of the Company. There are different kinds of risk to evaluate and reduce i.e. Market Risk, Liquidity Risk, Operation Risk, Management Risk, Interest Rate Risk etc. The Company has taken necessary steps to overcome the risk factor and helps the organization to run smoothly.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

28. VIGILANCE MECHANISM

The Board of Directors has established vigil mechanism in the form of Whistle Blower Policy to enable Directors, Employees to make written protected disclosures to the Board in exceptional cases for investigation. The policy provides for adequate protection for whistle blowers and victimization of complainants and also provides for initiation of disciplinary or corrective action. This functioning of vigil mechanism is periodically reviewed by the Board.

The said policy is also available on the website of the Company at www.ttspl.in under the head investor section.

29. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee (“Audit Committee”) as per section 177 of the Companies Act, 2013 and regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on April 26, 2018. Further it has been reconstituted due to resignation tendered by Mr. Makarand Pradhan.

Current composition of the Audit committee are as follows:-

Composition of Audit Committee:

Name of the Director	Status	Nature of Directorship
Mr. Abhishek Ramesh Talwar	Chairman	Non-Executive & Independent Director
Mr. Sunil Gajanan Kshirsagar	Member	Non-Executive & Independent Director
Mr. Sanjiv Arvind Potnis	Member	Managing Director

Mr. Abhishek Ramesh Talwar is the Chairman of the Audit Committee.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

30. STAKEHOLDER RELATIONSHIP COMMITTEE

Your Company has constituted a stakeholder relationship committee (“stakeholder relationship Committee”) to redress the complaints of the shareholders. The stakeholder relationship committee was constituted as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on April 26, 2017

Composition of Stakeholder Relationship Committee

Name of the Director	Status	Nature of Directorship
Mr. Sunil Gajanan Kshirsagar	Chairman	Non-Executive & Independent Director
Mr. Abhishek Ramesh Talwar	Member	Non-Executive & Independent Director
Mr. Sanjiv Arvind Potnis	Member	Executive Director

The Company has not received any complaints during the period under review. Also there were no pending request for share transfer during the period.

31. NOMINATION AND REMUNERATION COMMITTEE

Your Company has reconstituted a Nomination and Remuneration Committee. The constitution of the Nomination and Remuneration Committee is as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and was approved in the Meeting of the Board of Directors held on April 26, 2017.

Composition of Nomination and Remuneration Committee

Name of the Director	Status	Nature of Directorship
Mr. Sunil Gajanan Kshirsagar	Chairman	Non-Executive & Independent Director
Mr. Abhishek Ramesh Talwar	Member	Non-Executive & Independent Director
Ms. Leena Prashant Salvi	Member	Non-Executive Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

32. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, your Company has duly constituted Corporate Social Responsibility Committee, under the Chairmanship of Mr. Sunil Kshirsagar and two other members Mr. Abhishek Talwar and Mr. Sanjiv Potnis. The Committee has framed the Corporate Social Responsibility Policy of the Company.

The Company is not required to spend any amount towards CSR activities, but Company knows and understands the ethics and therefore undertakes various initiatives on its own for the betterment of the society as a whole.

33. CODE OF CONDUCT

The Board has laid down a code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

34. INSIDER TRADING

The Board has in consultation with the Stakeholder''s Relationship Committee laid down the policy to regulate and monitor Insider Trading. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading. The Company has also adopted a Prohibition of Insider Trading Policy. The Policy was approved by the Board and same was uploaded on the Company''s website www.ttspl.in under the tab investors.

35. MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with shareholders through multiple channels of communication such as Company''s Website and stipulated communications to Stock Exchange where the Company''s shares are listed for announcement of Financial Results, Annual Report, Notices and outcome of meetings, Company''s Policies etc.

36. HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on ongoing basis. Numbers of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

37. WEBSITE

The Company has a website addressed as www.ttspl.in. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company, who is responsible for assisting and handling investor grievances, such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

38. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on Directors'' appointment including criteria for determining qualifications, positive attributes and independence of a director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act, is appended as an Annexure VI to this Report.

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed their under, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2017-18.

No. of Complaints Received : NIL

No. of Complaints Disposed of : NIL

The Company has submitted its Annual report on the cases of Sexual Harassment of Women at Workplace to the District officer, Mumbai pursuant to the section 21 of the aforesaid Act and Rules framed thereunder.

40. COMPLIANCES OF SECRETARIAL STANDARDS

The Company is in compliance with all the applicable standards issued by the Institute of Company Secretaries of India.

41. ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Bankers, Financial Institutions, Government Authorities, Customers, Vendors, Consultants, Advisors and Members for their direct and indirect co-operation and look forward to their continued support in the future.

Your Directors acknowledge the support and co-operation received from employees and all those who have helped in day to day management of the Company.

For and on behalf of the Board

FOR TOTAL TRANSPORT SYSTEMS LIMITED

Sd/-

SANJIV ARVIND POTNIS

PLACE: MUMBAI MANAGING DIRECTOR

DATE: 27^th AUGUST 2018 DIN: 00102090