Gujarat Pipavav Port Ltd Directors Report

e. TRANSFER TO RESERVES:

The Board of Directors have not recommended any transfer of profit to reserves during the year under review. Hence, the entire amount of profit has been carried forward to the Statement of Profit and Loss.

f. REVISION OF FINANCIAL STATEMENT:

The Company has not carried out any revision in its financial statements in any of the three preceding financial years as per the requirement under Section 131 of the Act.

g. 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 of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and date of this report.

i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate considering the nature of its business and the scale of operations. During the year under review, no material or serious observation has been made by the Statutory Auditors and the Internal Auditors of the Company regarding inefficiency or inadequacy of such controls. Wherever suggested by the auditors, the control measures have been further strengthened and implemented.

j. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No adverse orders have been passed by any Regulator or Court or Tribunal which can have impact on the Companys status as a Going Concern and on its future operations.

k. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are in the ordinary course of business and at arms length. Therefore, they are exempt from the provisions of Section 188 of the Companies Act, 2013. But all such transactions have prior approval of the Audit Committee as per the requirement under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

l. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company has neither provided nor accepted any loans, guarantees and securities. The Company does not have any investments except 38.8% shareholding in its Associate Company PRCL.

Further, the Company is engaged in the business of providing infrastructural facilities and is therefore exempt from the provisions of Section 186 of the Companies Act, 2013.

m. 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 included in the report.

n. 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 the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

o. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company does not have any Employees Stock Option Scheme and hence the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

p. 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.

2. OUTLOOK:

Global Economic Outlook:

The Global GDP growth was projected to be around 2.9% in the Year 2026. But the unpredictable nature of the evolving conflict in the Middle East has raised the cost and lowered demand. Hence, the growth is expected to edge down to 2.6%.

The outlook for global trade continues to be dampened by elevated trade tensions and policy uncertainty associated with higher tariffs. After global trade growth was propped up last year by the front-loading of goods trade ahead of tariff increases, it is projected to decelerate markedly in 2026, as stockpiling fades and the impact of tariff measures builds. Heightened trade policy uncertainty amid a further proliferation of trade restrictions could weigh on trade prospects, business confidence, and investment.

In addition, escalating conflict and geopolitical tensions could disrupt global trade and commodity markets. More frequent weather-related disasters with worsening impacts could hurt economic activity.

Since late February, closure of significant energy infrastructure and a near halt in shipments through the Strait of Hormuz have disrupted the global flow of crude oil, oil products and liquefied natural gas (LNG). Oil and oil product exports through the Strait of Hormuz represented around 20% of global production in 2025 and 25% of global seaborne oil trade according to the International Energy Agency, with only limited opportunities for transport via alternative routes and for deferred shipments to be held in local storage facilities. For LNG, about 93% of Qatars and 96% of the United Arab Emirates exports transited through the Strait, representing almost one-fifth of global LNG trade, with no alternative routes to bring these volumes to market. These disruptions to supply have generated a sharp increase in energy prices, with significant price volatility due to uncertainty about the duration and the ongoing impacts of the conflict. Crude oil prices had already begun to increase ahead of the conflict and rose by over 50% between the onset and March 20. Gas prices have increased sharply in both Europe and Asia, and the prices of oil distillates such as jet fuel and diesel have surged. Fertilisers are at particular risk, with Persian Gulf states accounting for 34% of the worlds urea exports and around 20% of diammonium phosphate and anhydrous ammonia exports in 2024. LNG is an important input to nitrogenous-based fertilisers, and the Gulf states also produce about half of the worlds Sulphur exports, which are used in the manufacture of fertilisers as well as other industrial products. Fertiliser prices have risen sharply, with urea prices up by over 40% since mid-February. If sustained this will have adverse implications for crop yields and global food prices in 2027. These price shocks will add markedly to business costs and raise consumer price inflation, with adverse consequences for growth. A prolonged period of disruption could also result in the emergence of significant energy shortages that would lower growth further.

The US Supreme Court ruled that the International Emergency Economic Powers Act (IEEPA) did not authorise the imposition of tariffs. Thereafter, a new 10 percentage point tariff applied across all countries was introduced by the United States. While progress in trade negotiations and limited retaliation have helped ease tensions since mid-2025, uncertainty persists, particularly over the implementation of recent agreements and the trajectory of trade relations among major economies. There is a significant risk that trade tensions could reescalate, especially as higher tariffs could redirect exports to third countries, leading domestic producers in those countries to seek protection from increased import competition. In addition, a rise in geopolitical tensions and broader use of secondary sanctions could further dampen global trade.

Effective policy action is essential to confront continued economic challenges facing the global economy, even if the nature and urgency of these challenges vary across countries. Global cooperation is critical to foster a predictable multilateral trade system and address emerging challenges to improve the trade environment, ease financing constraints, and mitigate climate risks. Policy makers need to advance domestic reforms to diversify trade, strengthen macroeconomic frameworks, and remove structural bottlenecks. Without stronger economic dynamism, the countries will struggle to create enough jobs for expanding working-age population.

Outlook on Indian Economy:

As per the estimates of the Asian Development Bank, Indias GDP growth for the year 2026-27 was estimated to be 6.9%. But with the prolonged West Asia crisis, the expectation is that the GDP will grow 6.3%.

The media reports state that the world has lost over one billion barrels of oil during the two months of West Asia conflict. The global energy supplies continue to be sharply squeezed due to the blockade of the Strait of Hormuz curtailing the shipping of oil and increasing oil prices. The crude oil price is expected to stay elevated in the Year 2027, and the supply of Urea is also likely to be impacted, as a fallout of the crisis.

India has heavy reliance on imported oil and gas and fertiliser from the region. These challenges of supply chain disruption coupled with appreciation of US dollar against Indian Rupee will add to the inflationary pressure.

India has been witnessing an intense surge in temperatures with extreme heatwave like conditions, pushing the country to the top of global temperature charts. This sharp increase highlights the severity of the ongoing heat conditions across the country. These extreme weather events could reduce food production, which could increase food inflation and the households living expenses.

The primary demand-side priority for reducing reliance on foreign sources of energy is for governments to promote more efficient energy use. In addition to reducing the sensitivity of the domestic economy to fluctuations in global energy markets, such measures can improve business competitiveness and lower costs for households.

The efforts to promote low-cost domestic clean energy sources, such as renewable energy technologies, could both reduce fossil fuel imports and help governments achieve their carbon mitigation objectives. Regulatory changes can be an important element, such as accelerated permitting procedures for renewable energy capacity. In addition, the transition will increase the prominence of electricity in energy systems and often require additional investment to expand the scale and durability of electricity grids.

Business Outlook

During the financial year ended 31st March 2026, the West Coast ports handled 19.04 million TEU of Containers as compared to 17.5 million TEU, an increase of about 9%. The Container volume at Pipavav reduced by 4% from 694,899 TEUs to 668,166 TEUs. This reduction has been impacted by suspension of Exports to the Middle East region due to the unfolding of the conflict in West Asia region, while the port continues to grapple with vessel schedule unreliability. The unreliability of the vessels results into diversion of cargo to the ports providing multiple sailing option schedules to facilitate timely ocean voyage.

Dry Bulk cargo volume at Pipavav increased by 31% from 2.21 million MT to 2.90 million MT for the financial year ended 31st March 2026. This increase has been driven by strong Fertiliser volume. The Coal handling remains suspended at the port due to operational reasons.

The Liquid cargo volume increased by 8% from 1.46 million MT to 1.59 million MT primarily driven by the increase in LPG volume. The LPG tank farm operator at Pipavav has commissioned the cryogenic tanks resulting in an increase in the pumping rate of LPG from the vessel to the tank farm.

The construction work for setting up the new Liquid Berth has commenced. Capital Dredging has been completed and civil works for construction of the new berth is in progress, and it is likely to be commissioned by December 2026. Once commissioned the total liquid cargo handling capacity at the port shall increase from currently at 2 million MT to 5.2 million MT.

In terms of RoRo volume, the Company handled Car exports of 229,433 units during the year ended 31st March 2026 as compared to 164,977 units during the previous financial year, an increase of over 39%. The Company has signed an MoU with NYK India Pvt Ltd to enhance the RoRo infrastructure capable of handling 500,000 cars per annum.

The Company has signed a non-binding MoU with Gujarat Maritime Board (GMB) for future investment of Rs. 17,000 crore at Pipavav Port. The plan is subject to long term extension of the current Concession valid until September 2028 and involves capacity increase for handling Containers, Liquid and RoRo.

3. RISKS AND AREAS OF CONCERN:

The macro challenges continue to be the risk and areas of concern. These include disruption of supply chain due to the Middle East crisis adversely impacting the imports of oil and gas as well as fertiliser and exports from India to the Middle East countries.

Though the US Supreme Court has struck down the tariff imposed by the administration, the continuing uncertainty towards trade negotiations and implementation of agreement could dampen Indias exports to the US.

The impact of climate change with severe surge in temperatures coupled with extreme heatwave like conditions poses challenge for the countrys food production and inflation.

All these factors put together are areas of concern for the countrys future sustainability and growth.

4. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr. Samir Chaturvedi (DIN: 08911552) has been re-appointed as an Independent Director for second consecutive term of five years upto 11 November 2030. Ms. Monica Widhani (DIN: 07674403) has been appointed as an Independent Director upto 11 August 2026. Ms. Matangi Gowrishankar (DIN: 01518137) has been appointed as an Independent Director upto 2 August 2027.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. The Managing Director of the Company is also not liable to retire by rotation.

Mr. Raj Kumar Beniwal, IAS (DIN: 07195658) Nominee- Gujarat Maritime Board has ceased to be the Director of the Company from 29 December 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Timothy John Smith (DIN:08526373) and Mr. Soren Brandt (DIN:00270435) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Your Directors recommend their re-appointment.

The Key Managerial Personnel of the Company remain unchanged.

b. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all Independent Directors under Section 149(6) of the Companies Act, 2013 confirming that they continue to fulfil the criteria of independence as required under Section 149 of the Companies Act, 2013 and Regulation 16 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Director of the Company.

The details regarding the appointment of Independent Directors and their tenure have been mentioned hereinabove.

In opinion of the Board, the Independent Directors possess integrity, requisite expertise and experience for acting as Independent Director of the Company.

The Independent Directors of the Company are exempt from undertaking the online proficiency test as required under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

5. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met four times during the year ended 31 March 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The particulars of the meetings held and attended by each Director during the financial year 2026 are given in the Corporate Governance Report forming part of this Annual Report.

b. DIRECTORS 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 31 March 2026, the Board of Directors hereby confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have 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 at 31 March 2026 and of the profit of the Company for that period;

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

a) While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical, operations or other disciplines related to the Companys business.

b) In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualification and experience as considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position then, while recommending the appointment, the HR Department shall provide the job description to the Committee and justify that the qualification, experience and expertise of the recommended candidate is satisfactory for the relevant position. The Committee may also call for an expert opinion on the appropriateness of the qualification and experience of the candidate for the position of the Executive Director.

c) In case of appointment as a Non-Executive Director, the candidate must have a post graduate degree, diploma or a professional qualification in the field of his practice/ profession/ service and shall have not less than five years of working experience in such field as a professional in practice, advisor, consultant or as an employee. Provided that the Board may waive the requirement of qualification and/ or experience under this paragraph for a deserving candidate.

d) The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence and an open mind.

e) While determining the remuneration of Executive Directors, Key Managerial Personnel and members of Senior Management, the Board shall consider following factors:

i) Criteria/ norms for determining the remuneration of such employees prescribed in the HR Policy.

ii) Existing remuneration drawn.

iii) Industry standards, if the data in this regard is available.

iv) The job description.

v) Qualifications and experience levels of the candidate.

vi) Remuneration drawn by the outgoing employee, in case the appointment is to fill a vacancy on the death, resignation, removal etc. of an existing employee.

vii) The remuneration drawn by other employees in the grade with matching qualifications and seniority, if applicable.

f) The remuneration payable to the Executive Directors, including the Performance Bonus and value of the perquisites, shall not

exceed the permissible limits as mentioned within the provisions of the Companies Act, 2013. They shall not be eligible for any

sitting fees for attending any meetings.

g) The Non-Executive Directors shall not be eligible to receive any remuneration from the Company. However, Non-Executive

Independent Directors shall be paid sitting fees for attending the meeting of the Board or committees thereof and commission, as may be decided by the Board/ Shareholders from time to time. They shall also be eligible for reimbursement of out of pocket expenses for attending Board/ Committee Meetings. The Non-Executive Non-Independent Director representing Gujarat Maritime Board shall be eligible for sitting fee for attending the Board Meeting and for reimbursement of out of pocket expenses for attending the Meeting.

d. AUDIT COMMITTEE:

The Audit Committee, a Sub-committee of Directors was constituted by the Board pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises:

1. Ms. Monica Widhani, Independent Director- Chairperson

2. Ms. Matangi Gowrishankar, Independent Director

3. Mr. Steven Deloor, Non-Executive Non- Independent Director

The scope and terms of reference of the Audit Committee is in accordance with the Companies Act, 2013 and it reviews the information as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, there were no instances of recommendation by the Audit Committee not being accepted by the Board of Directors of the Company.

The Company Secretary acts as Secretary of the Committee.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Stakeholders Relationship Committee comprises the following Directors:

1. Ms. Monica Widhani, Independent Director- Chairperson

2. Ms. Matangi Gowrishankar, Independent Director

3. Mr. Girish Aggarwal, Managing Director

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

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Policy provides a formal mechanism for all employees of the Company to make disclosure about suspected fraud. It provides a designated phone number to directly report an instance. The Policy encourages its employees to immediately raise their concern to the respective Manager or to Head of HR whenever they notice any contravention with the Companys Code of Conduct, the Code for Prevention of Insider Trading or fraud or any unethical behaviour. In case the concerned person is not comfortable in reporting the matter to his/her Manager or to the Managers Manager or to the Head of HR, he/she can report to the Chief Compliance Officer of the parent Company. The policy also provides direct access to the Chairperson of Audit Committee through her personal email id. During the year under review, no complaints have been reported for any fraud.

As part of APM Terminals, the Company shares the distinctive set of the Groups Purpose and Core Values that drive the way we do business. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations, to the AP Moller Maersk Groups commitment to the UN Global Compact and our commitment to our people, customers and communities.

g. RISK MANAGEMENT POLICY:

1. Mr. Soren Brandt, Non-Executive Non- Independent Director- Chairperson

2. Mr. Samir Chaturvedi, Independent Director

3. Mr. Girish Aggarwal, Managing Director

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee, a sub-committee of Directors comprising:

1. Ms. Matangi Gowrishankar, Independent Director- Chairperson

2. Mr. Soren Brandt, Non-Executive Non- Independent Director

3. Mr. Girish Aggarwal, Managing Director

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy and the details are presented in Annexure A.

During the year ended 31 March 2026 the Company was required to spend Rs. 92.86 million towards the CSR activities and the Company has spent Rs. 93.44 million. The Companys focus area of CSR activities are Education, Health Safety & Environment, Women Empowerment, Skill Development and Rural Development Projects.

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Independent Directors held their meeting to evaluate the performance of each Non- Independent Director and of the Board as a whole. Each Board members attendance, participation and contribution of his/her expertise was evaluated. All Independent Directors were present for the Meeting. The Board also carried out the evaluation of each individual Director and various Board Committees did their respective Committee evaluation.

The Board also evaluated the quality, content and timeliness of the information flow between the Board and the Management including the board papers and other documents.

j. INTERNAL CONTROL SYSTEMS:

The Company has adequate internal control systems commensurate to the nature and size of its business and its complexities and these controls are operating satisfactorily. The adequacy and functioning of these internal controls is reviewed by the Internal Auditors from time to time and wherever necessary, the corrective measures are taken. The Internal Auditors report directly to the Audit Committee of the Company.

Internal control systems consisting of policies and procedures are designed to ensure reliability of financial reporting, timely feedback of achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and protected adequately.

k. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

In terms of the requirement under Section 197(12) of the Act, the Median Employees Remuneration of the Company is Rs. 2.75 million. The Managing Directors remuneration was Rs. 37.71 million. The ratio of Managing Directors remuneration to Median Remuneration of employees is 13.71

With reference to the percentage increase in remuneration of the Key Managerial Personnel (KMPs) i.e. Managing Director, Chief Financial Officer and Company Secretary, the percentage increase was 9.2% for each of them. The average increase for KMPs works out to 9.2%.

The percentage increase in the median remuneration of employees in the financial year is 10.3%

The Company has a total of 444 permanent employees on its rolls.

The Company follows the global practice of its parent regarding the Performance evaluation. MPACT is our Performance and Talent Management framework, to list individuals objectives, reflect on performance, fill career growth roadmap, and ask for feedback to provide holistic view to initiate talent conversations. We capture performance reflection through MPACT prior to the annual increment cycle. To distinguish performance internally we had captured the performance ratings in 3 categories- Below Par, At Par and Above Par.

The Companys Market Capitalization increased by ~3% based on the closing price as of 31 March 2026 compared to 31 March 2025. The Net Worth is Rs. 21,557.86 million compared to Rs. 21,188.54 million as of the previous year.

The Annual Report as per Section 136 of the Companies Act, 2013 is being sent to the Members excluding the information on employees particulars under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014. Any Member who is interested in a copy of the employees particulars may write to the Company Secretary. The details will also be available for inspection by the Members at the Registered Office of the Company during the business hours on working days upto the date of the Companys forthcoming Annual General Meeting.

The Company has paid Commission of Rs. 3.63 million to its Independent Directors pursuant to the shareholders approval obtained in the Annual General Meeting held on 13 August 2021.

l. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

The Directors are not paid remuneration/commission from any other Company.

m. DIVIDED DISTRIBUTION POLICY:

Dividend is the Companys primary distribution of profits to its Shareholders. The Companys objective is to sustain a steady and consistent distribution of profits, by way of Dividend, to its Shareholders while considering the following:

(a) The circumstances under which the shareholders can or cannot expect dividend

The Company shall endeavour to pay Dividend to its shareholders in a steady and consistent manner except the following circumstances:

(i) During no growth or weak growth in the trade requiring the Company to retain its earnings to be able to absorb unfavourable market conditions and for meeting the business requirements;

(ii) To meet its funding requirements for expansion and growth;

(iii) The Companys Joint Venture with Indian Railways, Pipavav Railway Corporation Limited requires equity infusion from its shareholders.

During such times the Company may decide to retain the earnings instead of distributing to the shareholders. The distribution of Dividend can be by way of Interim Dividend and/or by way of Final Dividend.

(b) The financial parameters that will be considered while declaring dividend

The Company shall consider the following parameters while declaring dividend:

a. Current years profit:

i. after setting off carried over previous losses, if any;

ii. after providing for depreciation in accordance with the provisions of Schedule II of the Act;

iii. after transferring to reserves such amount as may be prescribed or as may be otherwise considered appropriate by the Board at its discretion.

b. The profits for any previous financial year(s):

i. after providing for depreciation in accordance with law;

ii. remaining undistributed; or

c. out of (i) or (ii) or both.

In computing the above, the Board may at its discretion, subject to provisions of the law, exclude any or all of (i) extraordinary and exceptional income, generated from activities other than regular business (ii) extraordinary charges (iii) exceptional charges (iv) one off charges on account of change in law or rules or accounting policies or accounting standards (v) provisions or write offs on account of impairment in investments (long term or short term) (vi) noncash charges pertaining to amortization or ESOP or resulting from change in accounting policies or accounting standards.

(c) Internal and External factors that would be considered for declaration of dividend

The Companys Board shall always consider various Internal and External factors while considering the quantum for declaration of dividend such as the overall Economic scenario of the country, the Export Import trade of the country, the statutory and regulatory provisions, the Companys own performance, its profitability, its growth plans, the performance and funding requirements of its joint venture Rail Company and such other factors as may be deemed fit by the Board.

(d) Policy as to how the retained earnings will be utilised

The retained earnings would mainly be utilised for the purpose of the Companys growth plans, the funding requirements of its joint venture Rail Company and for all such activities that in the Boards opinion shall enhance the shareholders value.

(e) Provisions with regard to various classes of shares

The Company currently has only one class of shares namely Equity shares. In case the Company issues any other class of shares, this Policy shall be modified suitably for stipulating the parameters for distribution of dividend to all classes of shares.

6. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2026:

There are no Audit Observations on the Standalone and Consolidated Financial Statements of the Company for the year ended 31 March 2026.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH 2026:

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. Accordingly, M/s Rathi and Associates, Company Secretaries have issued the Secretarial Audit Report for the year ended 31 March 2026.

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s M S K A & Associates LLP (Formerly M/s M S K A & Associates). Chartered Accountants (Firm Regn. No. 105047W) appointed as Statutory Auditors of the Company for a period of five years in the Annual General Meeting held on 4 September 2025.

d. COST AUDITORS:

The Company is engaged in providing Port Services and as per Notification dated 31 December 2014 issued by the Ministry of Corporate Affairs pursuant to Section 148 of the Companies Act, 2013, the Company is not required to appoint Cost Auditors.

e. SECRETARIAL AUDITORS:

Pursuant to the requirements under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Rathi & Associates have been appointed as Secretarial Auditors for a period of five years from the financial year 2025-26.

f. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. During the year under review:

(a) Number of Complaints filed during the financial year: 0

(b) Number of Complaints disposed off during the financial year: 0

(c) Number of Complaints pending as on end of the financial year: 0

g. FRAUD REPORTING:

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

7. OTHER DISCLOSURES:

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

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

The Company is engaged in the business of developing and operating a Port, Cargo handling incidental to Water Transport. Considering the nature of business activity, the particulars regarding conservation of energy and technology absorption as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable and have not been included.

The Company sources about 80% of its power requirement through renewable energy through captive solar power and purchase of Green power. Subject to applicable rules and regulations of the Government of Gujarat, the Company is committed to increase its green power usage.

The foreign exchange earning was Rs. 5,101 million and outgo was Rs. 313 million during the period under review.

b. CHANGE IN SHARE CAPITAL:

The Company has not issued any shares during the year and its Share Capital for the year ended 31 March 2026 remains unchanged.

c. ABSTRACT OF ANNUAL RETURN ON THE WEBSITE:

d. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or have been provided by the members. The physical copy of annual report will be dispatched to shareholders only upon receiving a specific request for it.

e. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the mandatory Secretarial Standards.

f. UNCLAIMED AND UNPAID DIVIDENDS, AND TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Members who have not yet received/claimed their dividend entitlements are requested to contact the Companys Registrar and Transfer Agents KFin Technologies Limited.

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of seven years and also the shares in respect of which the dividend has not been claimed by the shareholders for seven consecutive years or more are required to be transferred to Investor Education Protection Fund in accordance with the procedure prescribed in the Rules.

Accordingly, the Unclaimed Dividend from the financial year 2015-16, the Unclaimed Interim Dividend and Final Dividend for the financial year 2016-17, the Unclaimed Interim and Final Dividend for the financial year 2017-18 and the Unclaimed Interim for the financial year 2018-19 with the respective underlying shares have been transferred to IEPF. The members are requested to approach the office of IEPF to claim the amount and the underlying shares.

The amount of Unclaimed Final Dividend approved in the Annual General Meeting held on 8 August 2019 is due for transfer to IEPF during the financial year ending 31st March 2027. The unclaimed amount along with the underlying shares will be transferred to IEPF within the stipulated timelines. The concerned shareholders are being sent an intimation on their last known address regarding the proposed transfer of the unclaimed dividend amount and the underlying shares to IEPF.

g. CORPORATE GOVERNANCE

The report on Corporate Governance along with the report by the Statutory Auditors regarding compliance with the conditions of Corporate Governance has been furnished and forms part of the Annual Report.

h. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished and forms part of the Annual Report.

i. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for the financial year ended 31st March, 2026 forms part of the Annual Report.

j. INSOLVENCY AND BANKRUPTCY CODE, 2016

The provision of Insolvency and Bankruptcy Code, 2016 are not applicable.

The provisions of one-time settlement are not applicable.

k. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961 amended from time to time and the rules made thereunder.

8. ACKNOWLEDGEMENT AND APPRECIATION:

The Board of Directors of the Company thank the Customers, the Shareholders, the Vendors, the Companys Bankers, Business Partners/ Associates for their continued support. The Government of India, the Government of Gujarat and the Gujarat Maritime Board have been encouraging the Company in implementing the growth plans for Pipavav Port. The Directors place on record their sincere appreciation for the strong character and commitment of the employees and for their invaluable contribution.