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

1. FINANCIAL HIGHLIGHTS

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

2. PERFORMANCE OVERVIEW

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

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

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

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

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

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

4. SHARE CAPITAL

The Capital Structure of the Company is as follows:

5. TRANSFER TO RESERVES

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

6. LIQUIDITY

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

7. DIVIDEND

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

8. DEPOSITS

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

9. CHANGE IN NATURE OF BUSINESS

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

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

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

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

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

11. SUBSIDIARY/ASSOCIATE/JOINT VENTURE
COMPANIES

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

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

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

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

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

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

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

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

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

12. MATERIAL SUBSIDIARIES

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

13. PARTICULARS OF CONTRACTS/ARRANGEMENTS
WITH RELATED PARTIES

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

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

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

14. PARTICULARS OF LOANS, INVESTMENTS,
GUARANTEES OR SECURITIES

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

15. BOARD DIVERSITY

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

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

Board of Directors

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

KMPs

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

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

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

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

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

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

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

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

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

17. MEETING OF THE BOARD OF DIRECTORS

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

18. DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

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

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

20. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

21. HUMAN RESOURCE MANAGEMENT AND
MANAGERIAL REMUNERATION

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

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

22. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

24. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

25. AUDITORS AND AUDITOR'S REPORT

A. STATUTORY AUDITORS

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

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

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

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

B. SECRETARIAL AUDITORS

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

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

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

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

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

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

C. INTERNAL AUDIT

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

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

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

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

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

27. MAINTENANCE COST RECORDS

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

28. NOMINATION AND REMUNERATION POLICY

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

29. RISK MANAGEMENT POLICY

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

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

30. WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

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

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

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

31. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

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

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

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

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

32. MATERNITY

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

33. CODE FOR PREVENTION OF INSIDER TRADING

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

34. INTERNAL CONTROL SYSTEMS AND ADEQUACY
OF INTERNAL FINANCIAL CONTROLS

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

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

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

35. CORPORATE GOVERNANCE REPORT

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

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

36. GENERAL/OTHER DISCLOSURES

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

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

b. Issue of sweat equity shares.

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

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

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

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

g. The Company has not issued any bonus shares.

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

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

? INVESTOR RELATIONS

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

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

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

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

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

? EXTRACT OF ANNUAL RETURN

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

? INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

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

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

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

Details of unpaid/unclaimed dividend are as follows:

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

? CEO AND CFO CERTIFICATE

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

? COMPLIANCE WITH SECRETARIAL STANDARDS

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

? SAFETY, HEALTH AND ENVIRONMENT

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

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

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

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

37. ACKNOWLEDGEMENT

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

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

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

Sd/- Sd/-

Jatin Chokshi Shloka Shetty

Managing Director Non-Executive Director

(DIN: 00495015) (DIN: 10052463)

Place: Mumbai
Date: 07/08/2025