Total Transport Systems Limited — Board/Management Information 2023

Aug 10, 2023

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CIN: L63090MH1995PLC091063

Date: August 10, 2023

To

The General Manager Capital Market (Listing) National Stock Exchange of India Ltd

Address: Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra, India

Subject: Outcome of Board Meeting of Total Transport Systems Limited (hereinafter referred to as “the Company”) held today i.e., August 10, 2023.

Reference: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ); the Board of Directors, at their meeting held on August 10, 2023, through video conferencing deemed to be held at the registered office of the Company situated at 7[th] Floor T-Square Opp. Chandivali Petrol Pump, Sakinaka, Andheri (East) Mumbai City-400072, Maharashtra, deliberated on the following matters:

• a. Considered and approved the Un-Audited Standalone and Consolidated Financial Results for the quarter ended June 30, 2023, along with the Limited review Report thereon.

• b. Took note of the resignation of the M/s. S C M K & CO LLP, Chartered Accountants (Firm Registration Number: W100662), Statutory Auditors of the Company. (Annexure A)

• c. Took note of the resignation of the M/s. S C M K & CO LLP, Chartered Accountants (Firm Registration Number: W100662), Statutory Auditors of Oneworld Logistics Private Limited, material wholly-owned subsidiary of the Company and CP World Logistics India Private Limited, wholly owned subsidiary of the Company.

Aforementioned intimation is being given pursuant to SEBI circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019. (Annexure B and BA)

• d. Considered and recommended the appointment of M/s S R B C & CO LLP, Chartered Accountant (Firm Registration no. 324982E/E300003) as the Statutory Auditor of the Company. (Annexure C)

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91-22-66441500 | Fax : 91 2266441585 www.ttspl.in info@ttspl.in

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CIN: L63090MH1995PLC091063

• e. Considered and approved the proposal of subscribing to the 76,42,308 equity shares of INR 10/- each amounting to INR 7,64,23,080/- of M/s Oneworld Logistics Private Limited; wholly owned subsidiary Company of the Company to be issued on right basis pursuant to letter of offer dated August 9, 2023. (Annexure D)

• f. Considered and fixed the day, time, and venue of 28th Annual General Meeting of Total Transport Systems Limited are as under.

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Day Date Time Venue
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Day Date Time Venue	Day Date Time Venue	Day Date Time Venue	Day Date Time Venue
Monday	25th September, 2023	02:00 P.M.	Registered Office:7th Floor, T Square Opp Chandivali Petrol pump, Saki Vihar Road Andheri (East), Mumbai- 400072, Maharashtra, India to be conducted through video conferencing (VC) or other audio visual means (OAVM)

Further, in view of the ensuing Board Meeting, the Trading Window for dealing in shares of the Company has already been closed for all Directors/ KMPs/Designated Employees/ Connected Person of the Company from July 01, 2023 till 48 hours after the declaration of Un-Audited Standalone and Consolidated Financial Results for the quarter ended June 30, 2023 (both days inclusive) in accordance with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the Company’s Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders.

The Board Meeting commenced at 11:30 A.M. and concluded at 4:30 P.M.

For Total Transport Systems Limited

BHAVIK Digitally signed by BHAVIK SHANTILAL SHANTILAL TRIVEDI Date: 2023.08.10 TRIVEDI 16:33:50 +05'30' Bhavik Trivedi Company secretary & Compliance officer Membership No.: A49807

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91-22-66441500 | Fax : 91 2266441585 www.ttspl.in info@ttspl.in

CIN: L63090MH1995PLC091063

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Annexure A

Details with respect to change in Auditors of the Company as required under Regulation 30 Read with Schedule III of the Listing Regulations and SEBI Circular SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023.

Sr. No.		Particulars	Details
1.		Name of the Company	Total Transport Systems Limited
2.		Name of the Auditor	M/s S C M K & Co LLP,Chartered Accountants
3.		Reason of change viz. ~~appointment~~, resignation, ~~Removal, death or otherwise.~~	Resignation from the post of statutory auditor
4.		Effective Date of Resignation	August 11,2023
5.		Brief Profile	Not Applicable
6.		Disclosure of Relationship between Directors (in case of appointment of Directors)	Not Applicable

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91-22-66441500 | Fax : 91 2266441585 www.ttspl.in info@ttspl.in

CIN: L63090MH1995PLC091063

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Annexure B

Details with respect to change in Auditors of the material wholly owned subsidiary and wholly owned subsidiary Company as required under Regulation 30 Read with Schedule III of the Listing Regulations and SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

Sr. No.		Particulars	Details
1.		Name of the Material Wholly Owned SubsidiaryCompany	Oneworld Logistics Private Limited.
2.		Name of the Auditor	M/s S C M K & Co LLP,Chartered Accountants
3.		Reason of change viz. ~~appointment~~, resignation, ~~Removal, death or otherwise.~~	Resignation from the post of statutory auditor
4.		Effective Date of Resignation	August 11,2023
5.		Brief Profile	Not Applicable
6.		Disclosure of Relationship between Directors (in case of appointment of Directors)	Not Applicable

Annexure BA

Details with respect to change in Auditors of the material wholly owned subsidiary and wholly owned subsidiary Company as required under Regulation 30 Read with Schedule III of the Listing Regulations and SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

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Sr. No. Particulars Details
1. Name of the Wholly Owned CP World Logistics India Private Limited
Subsidiary Company
2. Name of the Auditor M/s S C M K & Co LLP, Chartered Accountants
3. Reason of change viz. Resignation from the post of statutory auditor
appointment , resignation,
Removal, death or otherwise.
4. Effective Date of Resignation August 11, 2023
5. Brief Profile Not Applicable
6. Disclosure of Relationship Not Applicable
between Directors (in case of
appointment of Directors)
91-22-66441500 | Fax : 91 2266441585
www.ttspl.in info@ttspl.in
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CIN: L63090MH1995PLC091063

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Annexure C

Details with respect to change in Auditors of the Company as required under Regulation 30 Read with Schedule III of the Listing Regulations and SEBI Circular SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023.

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Sr. No. Particulars Details
1. Name of the Company Total Transport Systems Limited
2. Name of the Auditor M/s S R B C & CO LLP, Chartered Accountants
3. Reason of change viz. Appointment as the statutory auditor of the Company
appointment, resignation, u/s 139 (1) of the Companies Act, 2013 for a period of
Removal, death or otherwise. 05 years commencing from commencing from “the
conclusion of the annual general meeting to be held for
the F.Y. 2022-2023 (i.e., F.Y. 2023-2024) till the
conclusion of the annual general meeting to be held for
the F.Y. 2027-2028 (i.e., F.Y. 2028-2029)
4. Effective Date of Appointment At the ensuing Annual General Meeting of the
Company to be held for F.Y. 2022-2023.
5. Brief Profile M/s. S R B C & CO LLP, (Firm Registration no.
324982E/E300003) (“SRB”) network of firms of
Chartered Accountants, started in 1914 and registered
with the Institute of Chartered Accountants of India.
SRB is a Limited Liability Partnership (LLP) firm
incorporated in India. It has its registered office at 22,
Camac Street, Kolkata and has offices at 14 locations in
various cities in India. SRB has a valid peer review
certificate. It is primarily engaged in providing audit and
assurance services to the clients.
6. Disclosure of Relationship Not Applicable
between Directors (in case of
appointment of Directors)
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91-22-66441500 | Fax : 91 2266441585 www.ttspl.in info@ttspl.in

CIN: L63090MH1995PLC091063

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Annexure D

Details with respect to Acquisition by the Company as required under Regulation 30 Read with Schedule III of the Listing Regulations and SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

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Sr. No. Brief Particulars Details
1. Name of the target entity, details in brief Oneworld Logistic Private Limited
such as size, turnover etc.;
Details:
 The Target Company is engaged in carrying
on the business of freight forwarders, air,
road and shipping agents, multi- modal
transport operator, logistics provider,
clearing and forwarding agent, ship
management, and shipping intermediates
in any part of India or abroad, and to
render all types of services require for
loading and unloading of goods, customs
clearance, transport and other personal
services required by shipping lines,
container leasing companies, road
transport operators and air lines.
 To carry on the business of movement of
goods from a transportation hub to the final
delivery destination known as Last mile
delivery business.
Turnover (as at March 31, 2023):
6677.25 Lakhs
2. Whether the acquisition would fall The Acquisition is Related party transaction;
within related party transaction(s) and however, Oneworld being a Wholly owned
whether the promoter/ promoter group/ subsidiary is exempted under the provisions.
group companies have any interest in
the entity being acquired? If yes, nature
of interest and details thereof and
whether the same is done at “arm’s
length”;
91-22-66441500 | Fax : 91 2266441585
www.ttspl.in info@ttspl.in
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CIN: L63090MH1995PLC091063
3. Industry to which the entity being Transportation
acquired belongs;
4. Objects and effects of acquisition To assist the wholly owned subsidiary
(including but not limited to, disclosure Company to meet the working capital
of reasons for acquisition of target requirements
entity, if its business is outside the main
line of business of the listed entity);
5. Brief details of any governmental or Not Applicable
regulatory approvals required for the
acquisition;
6. indicative time period for completion of On or before August 31, 2023
the acquisition;
7. nature of consideration - whether cash Conversion of loan into equity
consideration or share swap and details
of the same;
8. cost of acquisition or the price at which INR 7,64,23,080/- (76,42,308 equity shares of
the shares are acquired; INR 10/each)
9. Percentage of shareholding / control 100%
acquired and / or number of shares
acquired
10. brief background about the entity Brief Background:
acquired in terms of products/line of
business acquired, date of incorporation, Target company Oneworld is engaged in the
history of last 3 years turnover, country Business of last mile delivery, which is
in which the acquired entity has popularly known brand name as Abhilaya, is
presence and any other significant an established Company in Indian logistics
information industry, Through robust network and wide
geographical reach we are present in more
than 12 states across India. One World is a
thorough and well-structured corporate
governance and management structure with
senior management through managers,
supervisors, delivery associates. The
company caters to a wide range of business
across India. The company has built a
sustainable growing logistics business of last
mile delivery. The company caters to a wide
range of business across India. Since October
2018 the company started last mile delivery
with Amazon, Flipkart, FedEx, SpiceJet and
JioMart and has various service offerings –
same day delivery, Rural mile (Building
91-22-66441500 | Fax : 91 2266441585
www.ttspl.in info@ttspl.in
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CIN: L63090MH1995PLC091063

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Delivery stations in Tier II cities, Ecommerce centers) & Rural B2B (deliveries within same GST state - LTL, FTL). The Company’s wide reach and superior logistics capabilities helps it promotes end to end services. Date of Incorporation: January 08, 2010 Turnover of last three financial years: 1264.41 Lakhs (F.Y. 2019-2020) 3714.65 Lakhs (F.Y. 2020-2021) 5350.31 Lakhs (F.Y. 2021-2022) Country in which the acquired entity has presence : India

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91-22-66441500 | Fax : 91 2266441585 www.ttspl.in info@ttspl.in

S C M K & Co LLP

Block 2 Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai-400028

Chartered Accountants

Limited Review Report

To

The Board of Directors,

Total Transport Systems Limited.

1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of Total Transport Systems Limited (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”), and its share of the net profit/(loss) after tax and total comprehensive income / loss of its associate for the quarter ended 30[th] June 2023 and for the period from 01[st] April 2023 to 30[th ] June 2023 (“the Statement”), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

2. This Statement, which is the responsibility of the Parent’s Management and approved by the Parent’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

1. The Statement includes the results of the following entities:

2. a. CP World Logistics India Private Limited

3. b. Oneworld Logistics Private Limited

4. c. Total Transport Systems Private Limited (Nepal)

5. d. R N Freight Forwarders Private Limited

6. e. Seedeer (India) E-Commerce Private Limited

7. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

8. We did not review the interim financial statements of two subsidiaries included in the consolidated unaudited financial results, whose interim financial statements reflect total assets of Rs. 219.73 Lakhs as at 30[th] June 2023 and total revenues of Rs. 113.11 Lakhs, total net profit/(loss) after tax of Rs. 1.38 Lakhs and total comprehensive income of Rs. Nil and Rs. Nil, for the quarter ended 30[th] June 2023, as considered in the consolidated unaudited financial results. The consolidated unaudited financial results also include the Group’s share of net profit/(loss) after tax of Rs. Nil and total comprehensive income of Rs. Nil for the quarter ended 30[th] June 2023 as considered in the consolidated unaudited financial results, in respect of one associate, whose interim financial statements have not been reviewed by us. These interim financial statements have been reviewed by other auditor whose report have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associate, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

For S C M K & Co LLP Chartered Accountants

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S M Chitnis Partner

M. No. 043152

Place: Mumbai Date: 10[th] August 2023 UDIN: 23043152BGSFTT7582

TOTAL TRANSPORT SYSTEMS LIMITED CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE QUARTER ENDED 30[th] JUNE 2023

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( Rs. In Lakhs )
Quarter Ended On Year ended on
30 [th] June 2023 31 [st] March 2023 30 [th] June 2022 31 [st] March 2023
PARTICULARS
Unaudited Audited Unaudited Audited
Rs. Rs. Rs. Rs.
I. Revenue From Operations 11,378.02 11,315.53 17,568.59 59,027.22
-
II. Other Income 64.46 19.35 4.72 43.16
III. Total Revenue (I +II) 11,442.48 11,334.88 17,573.30 59,070.38
IV. Expenses
a. Employee Benefit Expenses 1,081.29 976.96 824.46 3,729.71
b. Finance Cost 60.69 64.56 82.20 304.01
c. Depreciation and Amortisation Expenses 68.65 67.89 41.01 216.30
d. Other Expenses 10,033.34 10,219.36 16,227.92 53,835.53
V. Total Expenses 11,243.97 11,328.77 17,175.59 58,085.56
VI. Profit Before Exceptional & Extraordinary
Items & Tax (III-V) 198.51 6.11 397.71 984.82
VII. Share of (profit)/loss from investment in associate - - - -
VIII. Profit Before Extraordinary
Items & Tax (VI-VII) 198.51 6.11 397.71 984.82
IX. Extraordinary Items - - - -
X. Profit Before Tax (VIII-IX) 198.51 6.11 397.71 984.82
XI. Tax Expense
a. Current Tax 76.77 105.03 113.27 474.88
b. Deferred Tax -10.65 -9.54 17.93 -12.36
-
XII. Profit for the Year from
Continuing Operations (X-XI) 132.39 -89.39 266.51 522.30
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XIII. Minority Interest 0.52 -4.00 -99.25 -1.71
131.87 -85.39 365.76 524.01
XIV) Other Comprehensive Income - - - -
A. Items that will not be reclassified to Profit or loss
Re-measurement gains/(losses) on defined benefit plans -75.87 - -75.87
Income Tax Effect 15.64 - 15.64
Net other comprehensive income to not be reclassified to profit or
loss in subsequent periods - -60.23 - -60.23
B. Items that will be reclassified to profit or loss in subsequent years
Exchange difference on translation of foreign operations - 0.35 0.16 0.35
Net gain/(loss) on FVTOCI debt Securities 0.02 0.62 -0.04 1.24
Income Tax Effect -0.17 -0.17
Net other comprehensive income to be reclassified to profit or loss
in subsequent periods 0.02 0.80 0.12 1.42
Other Comprehensive Income for the year, net of tax 0.02 -59.43 0.12 -58.81
XV) Total Comprehensive Income for the period
(XII+XIV) (Comprehensive profit (loss) and Other
Comprehensive Income for the period) 131.89 -144.82 365.88 465.20
XVI. Paid-up equity share capital of Rs. 10 Each 1,612.70 1,326.83 1,430.60 1,326.83
XVII . Reserve excluding Revaluation Reserves as per balance sheet of
previous accounting year - - - 6,119.00
XVIII. Earnings Per Share ( not annualised )
a. Basic 0.82 -0.67 1.86 3.94
b. Diluted 0.82 -0.67 1.86 3.94
1.The above unaudited results, which have been subjected to Limited review by the statutory Auditors of the Company are published in accordance with regulation 33 of the SEBI (LODR)
Regulations, have been reviewed by the audit committee and approved and taken on record by the Board of Directors at its meeting held through Video Conferencing on 10th August 2023.
The financials results are prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian
Accounting Standards) Rules, Companies (Indian Accounting Standards) (Amendment) Rules and other accounting standards generally accepted in India.
2. The format for the audited/unaudited financial results are as prescribed by SEBI circular CIR/CFD/CMD/15/2015 have been modified to comply with the requirements of SEBI circular
dated 5th July 2016, Ind AS and Schedule III (Division II) to the Companies Act, 2013, which are applicable to the Companies that are required to comply with Ind AS
3. The statement of Consolidated financial results have been prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable
and guidelines issued by the SEBI.
4. Figures have been regrouped /re-classified where ever necessary
5.Figures of the last Quarter ended 31st March, 2023 are the balancing figures between audited figures in respect of the full financial year and published year-to-date figure upto the third
quarter of the current financial year.
6. During the quarter and year ended 30th June, 2023 the Company has not received any complaint from the investor.
7. The above financial results are available on the website of the Company i.e. www.ttspl.in under investor tab and on the website of national stock exchange i.e. www.nseindia.com
Date : 10 [th] August, 2023 For Total Transport Systems Limited
Shrikant Nibandhe
Place : Mumbai Director & CFO
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TOTAL TRANSPORT SYSTEMS LIMITED

Segment Reporting

For management purpose, the group is organised into business units based on the nature of services rendered, the different risks and returns and the internal business reporting system. The following are the three reportable segments:

a) Multimodal transport operations

b) Last mile delivery operations

c) CHA Activity

The Board of Directors of the Group monitors the operating results of its business units seperately for the purpose of making decisions about resource allocation and performance is evaluted based on profit and loss and is measured consistently with profit and loss in CFS. However, the Group's financing (including finance costs and finance income) and income taxes are managed on a Group basis and are not allocated to operating segments.

Segment revenue is measured in the same way as in the statement of profit or loss. Revenue and expenses which relate to the enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as Unallocable.Transactions between segments are eliminated on consolidation.

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Quarter ended on Year Ended
Particulars 30-Jun-23 31-Mar-23 30-Jun-22 31-Mar-23
Unudited Audited Unudited Audited
1. Segment Revenue
Multimodal Transport Operations 9,319.56 9,426.67 16,208.15 52,013.93
Last Mile Delivery Operations 1,965.95 1,758.18 1,360.44 6,676.92
CHA Activity 92.51 130.68 - 336.37
Less: Inter segment - - -
11,378.02 11,315.53 17,568.59 59,027.22
2. Segment Results
Multimodal Transport Operations 223.54 312.10 496.47 1,706.07
Last Mile Delivery Operations -89.87 -326.47 -103.48 -769.91
CHA Activity 0.38 1.13 - 5.50
134.05 -13.24 392.99 941.66
Add: Interest Income 64.46 19.35 4.72 43.16
Profit Before Tax 198.51 6.11 397.71 984.82
3. Segment Assets
Multimodal Transport Operations 11,125.08 10,569.87 12,578.50 10,569.87
Last Mile Delivery Operations 1,853.94 1,784.49 1,055.29 1,784.49
CHA Activity 157.41 134.91 - 134.91
13,136.43 12,489.27 13,633.79 12,489.27
4. Segment Liabilities
Multimodal Transport Operations 1,892.22 1,548.74 1,645.21 1,548.74
Last Mile Delivery Operations 3,175.64 3,026.43 6,287.83 3,026.43
CHA Activity 173.07 150.97 - 150.97
5,240.93 4,726.14 7,933.04 4,726.14
Date : 10 [th] August, 2023 For Total Transport Systems Limited
Place : Mumbai
Shrikant Nibandhe
Director & CFO
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Block 2, Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai-400028

S C M K & Co LLP

Chartered Accountants

Limited Review Report

To

The Board of Directors, Total Transport Systems Limited.

We have reviewed the accompanying statement of unaudited financial results of M/s Total Transport Systems Limited (“the Company”) for the quarter ended 30[th] June 2023. This statement is the responsibility of the Company’s Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410- Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

For S C M K & Co LLP Chartered Accountants

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S M Chitnis Partner

M. No. 043152

Place: Mumbai Date: 10[th] August 2023 UDIN: 23043152BGSFTS1035

TOTAL TRANSPORT SYSTEMS LIMITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 30[TH] JUNE, 2023

I. Revenue From Operations II. Other Income III. Total Revenue (I +II) IV. Expenses a. Employee Benefit Expenses b. Finance Cost c. Depreciation and Amortisation Expenses d. Other Expenses V. Total Expenses VI. Profit Before Exceptional & Extraordinary Items & Tax (III-V) VII. Exceptional Items VIII. Profit Before Extraordinary Items & Tax (VI-VII) IX. Extraordinary Items X. Profit Before Tax (VIII-IX) XI. Tax Expense a. Current Tax b. Deferred Tax c. MAT Credit Entitlement XII. Profit for the Year from Continuing Operations (X-XI) PARTICULARS

( Rs. In Lakhs ) 30-Jun-23 31-Mar-23 30-Jun-22 31-Mar-23 Unudited Audited Unudited Audited Rs. Rs. Rs. Rs. 9,395.32 9,479.02 16,234.03 52,221.82 57.56 102.29 4.49 124.65 9,452.89 9,581.31 16,238.52 52,346.48 942.93 835.51 726.24 3,198.31 48.61 39.76 76.72 242.35 55.55 57.51 35.92 183.66 8,125.86 8,317.27 14,888.28 46,946.34 9,172.95 9,250.06 15,727.16 50,570.65 279.94 331.25 511.36 1,775.83 - - - - 279.94 331.25 511.36 1,775.83 - - - - 279.94 331.25 511.36 1,775.83 76.43 106.44 112.82 473.99 -9.52 -19.01 20.90 -17.70 - - - - 213.03 243.81 377.64 1,319.54 Quarter Ended Year Ended

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XIII) Other Comprehensive Income
A. Items that will not be reclassified to Profit or loss
Re-measurement gains/(losses) on defined benefit plans - -76.17 - -76.17
Income Tax Effect - 15.79 - 15.79
Net other comprehensive income to not be reclassified to profit
or loss in subsequent periods - -60.38 - -60.38
B. Items that will be reclassified to profit or loss in subsequent
years
Net gain/(loss) on FVTOCI debt Securities 0.02 0.62 -0.04 1.24
Income Tax Effect - -0.17 - -0.17
Net other comprehensive income to be reclassified to profit or
loss in subsequent periods 0.02 0.45 -0.04 1.07
Other Comprehensive Income for the year, net of tax 0.02 -59.93 -0.04 -59.31
XIV) Total Comprehensive Income for the period
(XII+XIII) (Comprehensive profit (loss) and Other
Comprehensive Income for the period) 213.05 183.88 377.60 1,260.23
XV. Paid-up equity share capital of Rs. 10 Each 1,612.70 1,326.83 1,430.60 1,326.83
XVI . Reserve excluding Revaluation Reserves as per balance sheet
of previous accounting year - - - 7,690.56
XVII. Earnings Per Share ( not annualised )
a. Basic 1.32 1.39 2.64 9.50
b. Diluted 1.32 1.39 2.64 9.50
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• 1.The above unaudited results, which have been subjected to Limited review by the statutory Auditors of the Company are published in accordance with regulation 33 of the SEBI (LODR) Regulations, have been reviewed by the audit committee and approved and taken on record by the Board of Directors at its meeting held through Video Conferencing on 10th August, 2023. The financials results are prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, Companies (Indian Accounting Standards) (Amendment) Rules and other accounting standards generally accepted in India.

• 2.The format for the audited/unaudited financial results are as prescribed by SEBI circular CIR/CFD/CMD/15/2015 have been modified to comply with the requirements of SEBI circular dated 5th July 2016, Ind AS and Schedule III (Division II) to the Companies Act, 2013, which are applicable to the Companies that are required to comply with Ind AS

• 3.The statement of standalone financial results have been prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and guidelines issued by the SEBI

• 4.Disclosure of segment reporting as per the requirements of Ind AS 108 “Operating Segment” is reported in the consolidated financial statements of the Company. Therefore, the same has not been separately disclosed in the standalone financial statements in line with the requirement of Ind AS 108.

• Figures have been regrouped /re-classified where ever necessary

• 6.Figure of the last quarter ended 31st March, 2023 are the balancing figure between Audited figure in respect of the full Financial year & published year-to-date figure upto the 3rd Quarter of the current financial year.

• During the quarter ended 30th June, 2023 the Company has not received any complaint from the investor.

• The above financial results are available on the website of the Company i.e. www.ttspl.in under investor tab and on the website of national stock exchange i.e. www.nseindia.com

Date : 10[th] August, 2023 Place : Mumbai

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For Total Transport Systems Limited
Shrikant Nibandhe
Director & CFO
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Block No. 2, Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai- 400028

S C M K & Co LLP Chartered Accountants

10[th] August 2023

To Board of Directors, Total Transport Systems Limited 701-705 T-Square, Opp. Chandivali Petrol Pump, Sakinaka, Andheri (East), Mumbai-400072

Dear Sirs,

Sub.: - Resignation from the Office of Statutory Auditor of the Company

We have completed the statutory audit of the Company for the Financial Year ended 31st March 2023 and issued the Audit Report to the Board of Directors of the Company on 30[th ] May 2023.

We have also completed Review on the Quarterly Unaudited Financial Results of the Company for the Quarter ended 30[th] June 2023, Pursuant to Regulation 33 of SEBI (LODR) Regulations 2015 & issued the Review Report on 10[th] August 2023.

Further to our discussion with you, we understand that you want to appoint one of the large audit firms as Statutory Aditors of the Company. Accordingly, we have agreed to step down as Statutory Auditors of the Company w.e.f. 11[th] August 2023.

Please accept our resignation as Statutory Auditor of the Company w.e.f. 11[th] August 2023. We further agree to provide all necessary assistance, clarification and information as may be required by the Company for smooth hand over.

We thank the Management, the Board of Directors, and Other Staff of the Company for extending their support & co-operating with us in discharging our duties during the tenure of our association.

We wish the Company success in all its endeavours.

Kindly acknowledge the receipt.

Thanking you,

Yours Sincerely,

For M/s S C M K & Co. LLP Chartered Accountants FRN W100662

==> picture [102 x 44] intentionally omitted <==

CA Sandeep Chitnis

Block No. 2, Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai- 400028

S C M K & Co LLP Chartered Accountants

ANNEXURE A

FORMAT OF INFORMATION TO BE OBTAINED FROM STATUTORY AUDITOR UPON RESIGNATION

1. Name of the listed entity/material subsidiary: Total Transport Systems Limited 2. Details of the statutory auditor: a. Name: S C M K & CO LLP b. Address: Block No. 2 Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai 400028

c. Phone number: 022-24442067 d. Email: sandeep_chitnis@hotmail.com

1. Details of association with the listed entity/ material subsidiary: a. Date on which the statutory auditor was appointed: November 12 2020

b. Date on which the term of the statutory Conclusion of the company’s AGM to be held in auditor was scheduled to expire: the year 2025

c. Prior to resignation, the latest audit Limited Review report for the quarter ended 30[th] report/limited review report submitted by June 2023 dated 10[th] August 2023 the auditor and date of its submission:

1. Detailed reasons for resignation: The Company wants to appoint one of the large audit firms as Statutory Auditors of the Company.

2. In case of any concerns, efforts made by the Not Applicable auditor prior to resignation (including approaching the Audit Committee/Board of Directors along with the date of communication made to the Audit Committee/Board of Directors)

3. In case the information requested by the Not Applicable auditor was not provided, then following shall be disclosed: a. Whether the inability to obtain sufficient appropriate audit evidence was due to a management-imposed limitation or circumstances beyond the control of the management. b. Whether the lack of information would have significant impact on the financial statements/results. c. Whether the auditor has performed alternative procedures to obtain appropriate evidence for the purposes of audit/limited review as laid down in SA 705 (Revised) d. Whether the lack of information was prevalent in the previous reported financial statements/results. If yes,

Block No. 2, Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai- 400028

S C M K & Co LLP Chartered Accountants

on what basis the previous audit/limited review reports were issued

1. Any other facts relevant to the resignation:

None

Declaration:

1. We hereby confirm that the information given in this letter and its attachments is correct and complete.

2. We hereby confirm that there is no other material reason other than those provided above for resignation of my firm

For M/s S C M K & Co. LLP Chartered Accountants FRN W100662

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CA Sandeep Chitnis Date: 10[th] August 2023

Block No. 2, Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai- 400028

S C M K & Co LLP Chartered Accountants

10[th] August 2023

To Board of Directors, Oneworld Logistics Private Limited 701-705 T-Square, Opp. Chandivali Petrol Pump, Sakinaka, Andheri (East), Mumbai-400072

Dear Sirs,

Sub.: - Resignation from the Office of Statutory Auditor of the Company

We have completed the statutory audit of the Company for the Financial Year ended 31st March 2023 and issued the Audit Report to the Board of Directors of the Company on 30[th ] May 2023.

Further this is to inform you that due to preoccupation, we will not be able to conduct audit of your company from the financial year 2023-24. Accordingly, we have agreed to step down as Statutory Auditors of the Company w.e.f. 11[th] August 2023.

Please accept our resignation as Statutory Auditor of the Company w.e.f. 11[th] August 2023. We further agree to provide all necessary assistance, clarification and information as may be required by the Company for smooth hand over.

We thank the Management, the Board of Directors, and Other Staff of the Company for extending their support & co-operating with us in discharging our duties during the tenure of our association.

We wish the Company success in all its endeavours.

Kindly acknowledge the receipt.

Thanking you,

Yours Sincerely,

For M/s S C M K & Co. LLP Chartered Accountants FRN W100662

==> picture [102 x 44] intentionally omitted <==

CA Sandeep Chitnis

Block No. 2, Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai- 400028

S C M K & Co LLP Chartered Accountants

ANNEXURE A

FORMAT OF INFORMATION TO BE OBTAINED FROM STATUTORY AUDITOR UPON RESIGNATION

1. Name of the listed entity/material subsidiary: Oneworld Logistics Private Limited

2. Details of the statutory auditor: a. Name: S C M K & CO LLP b. Address: Block No. 2 Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai 400028

c. Phone number: 022-24442067 d. Email: sandeep_chitnis@hotmail.com

1. Details of association with the listed entity/ material subsidiary: a. Date on which the statutory auditor was appointed: November 12 2020

b. Date on which the term of the statutory Conclusion of the company’s AGM to be held in auditor was scheduled to expire: the year 2025

c. Prior to resignation, the latest audit Statutory Audit report for 31[st] March 2023 dated report/limited review report submitted by 30[th] May 2023 the auditor and date of its submission:

1. Detailed reasons for resignation: We will not be able to conduct the audit due to preoccupation from FY 2023-24.

2. In case of any concerns, efforts made by the Not Applicable auditor prior to resignation (including approaching the Audit Committee/Board of Directors along with the date of communication made to the Audit Committee/Board of Directors)

3. In case the information requested by the Not Applicable auditor was not provided, then following shall be disclosed: a. Whether the inability to obtain sufficient appropriate audit evidence was due to a management-imposed limitation or circumstances beyond the control of the management. b. Whether the lack of information would have significant impact on the financial statements/results. c. Whether the auditor has performed alternative procedures to obtain appropriate evidence for the purposes of audit/limited review as laid down in SA 705 (Revised) d. Whether the lack of information was prevalent in the previous

Block No. 2, Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai- 400028

S C M K & Co LLP

Chartered Accountants

reported financial statements/results. If yes, on what basis the previous audit/limited review reports were issued

1. Any other facts relevant to the resignation:

None

Declaration:

1. We hereby confirm that the information given in this letter and its attachments is correct and complete.

2. We hereby confirm that there is no other material reason other than those provided above for resignation of my firm

For M/s S C M K & Co. LLP Chartered Accountants FRN W100662

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CA Sandeep Chitnis Date: 10[th] August 2023

Block No. 2, Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai- 400028

S C M K & Co LLP Chartered Accountants

10[th] August 2023

To Board of Directors, CP World Logistics India Private Limited 701-705 T-Square, Opp. Chandivali Petrol Pump, Sakinaka, Andheri (East), Mumbai-400072

Dear Sirs,

Sub.: - Resignation from the Office of Statutory Auditor of the Company

We have completed the statutory audit of the Company for the Financial Year ended 31st March 2023 and issued the Audit Report to the Board of Directors of the Company on 30[th ] May 2023.

Further this is to inform you that due to preoccupation, we will not be able to conduct audit of your company from the financial year 2023-24. Accordingly, we have agreed to step down as Statutory Auditors of the Company w.e.f. 11[th] August 2023.

Please accept our resignation as Statutory Auditor of the Company w.e.f. 11[th] August 2023. We further agree to provide all necessary assistance, clarification and information as may be required by the Company for smooth hand over.

We thank the Management, the Board of Directors, and Other Staff of the Company for extending their support & co-operating with us in discharging our duties during the tenure of our association.

We wish the Company success in all its endeavours.

Kindly acknowledge the receipt.

Thanking you,

Yours Sincerely,

For M/s S C M K & Co. LLP Chartered Accountants FRN W100662

==> picture [102 x 44] intentionally omitted <==

CA Sandeep Chitnis

Block No. 2, Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai- 400028

S C M K & Co LLP Chartered Accountants

ANNEXURE A

FORMAT OF INFORMATION TO BE OBTAINED FROM STATUTORY AUDITOR UPON RESIGNATION

1. Name of the listed entity/material subsidiary: CP World Logistics India Private Limited

2. Details of the statutory auditor: a. Name: S C M K & CO LLP b. Address: Block No. 2 Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai 400028

c. Phone number: 022-24442067 d. Email: sandeep_chitnis@hotmail.com

1. Details of association with the listed entity/ material subsidiary: a. Date on which the statutory auditor was appointed: November 12 2020

b. Date on which the term of the statutory Conclusion of the company’s AGM to be held in auditor was scheduled to expire: the year 2025

c. Prior to resignation, the latest audit Statutory Audit report for 31[st] March 2023 dated report/limited review report submitted by 30[th] May 2023 the auditor and date of its submission:

1. Detailed reasons for resignation: We will not be able to conduct the audit due to preoccupation from FY 2023-24.

2. In case of any concerns, efforts made by the Not Applicable auditor prior to resignation (including approaching the Audit Committee/Board of Directors along with the date of communication made to the Audit Committee/Board of Directors)

3. In case the information requested by the Not Applicable auditor was not provided, then following shall be disclosed: a. Whether the inability to obtain sufficient appropriate audit evidence was due to a management-imposed limitation or circumstances beyond the control of the management. b. Whether the lack of information would have significant impact on the financial statements/results. c. Whether the auditor has performed alternative procedures to obtain appropriate evidence for the purposes of audit/limited review as laid down in SA 705 (Revised) d. Whether the lack of information was prevalent in the previous

Block No. 2, Samata Sadan, S H Paralkar Marg, Dadar West, Mumbai- 400028

S C M K & Co LLP

Chartered Accountants

reported financial statements/results. If yes, on what basis the previous audit/limited review reports were issued

1. Any other facts relevant to the resignation:

None

Declaration:

1. We hereby confirm that the information given in this letter and its attachments is correct and complete.

2. We hereby confirm that there is no other material reason other than those provided above for resignation of my firm

For M/s S C M K & Co. LLP Chartered Accountants FRN W100662

==> picture [102 x 44] intentionally omitted <==

CA Sandeep Chitnis Date: 10[th] August 2023