Paradeep Parivahan Ltd Directors Report

To

The Members,

Paradeep Parivahan Limited

The Board of Directors of your Company is pleased to present 26^th Annual Report on the business and operations of M/s. Paradeep Parivahan Limited together with the Audited standalone and consolidated Financial Statements and Auditors Report of your Company for the financial year ended 31^st March, 2026.

Financial Results

The summarized financial performance for the financial year 2025-26 under review compared to the previous financial year is given here-in below: (Amount in lakhs)

	Standalone		Consolidated
Particulars	For the year Ended 31-03-2026	For the year Ended 31-03-2025	For the year Ended 31-03-2026
Revenue from Operations	38,630.58	33,581.65	41,891.96
Other Income	298.70	87.07	311.08
Total Income	38,929.28	33,668.72	42,203.04
Total Expenses	34,739.35	30,704.95	37,642.03
Profit / (Loss) Before Tax & Exceptional Items	4,189.93	2,963.77	4,561.01
Less: Exceptional items	-	-	-
Profit / (Loss) Before Tax	4,189.93	2,963.77	4,561.01
Less: Tax Expense
- Current Tax	1,067.06	805.72	1,138.05
- Deferred Tax liability (Assets)	79.60	(106.38)	81.51
-Mat Credit Entitlement	-	-	25.75
-Previous year Taxes	(35.94)	(152.65)	(41.38)
Total Tax Expenses	1,110.72	546.69	1,203.93
Net Profit / (Loss) After Tax	3,079.21	2,417.08	3,357.08

Your company acquired four (4) number of companies as its wholly owned subsidiaries in FY-2025-26 and hence consolidated number for FY-2024-25 is not available. Being a SME listed entity, the company discloses its financial results on half yearly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The financial statements as stated above are also available on the companys website https://www.paradeepparivahan.com/ .

Performance Review:

Standalone Figures:

During the financial year 2025-26 the revenue from operations stood at Rs. 38,630.58 Lakhs as compared to Rs. 33,581.65 Lakhs during the previous financial year 2024-25, revenue from operations increased by 15.03% in FY 2025-26 as compared to FY 2024-25. The total income of the Company stood at Rs. 38,929.28 Lakhs in the financial year 2025-26 as compared to Rs. 33,668.72 Lakhs in previous financial year 2024-25.

Further, during the financial year 2025-26, the total expenses have increased to Rs. 34,739.35 lakhs from Rs. 30,704.95 lakhs in the previous financial year 2024-25. The Net Profit for the financial year 2025-26, stood at Rs. 3,079.21 Lakhs in comparison to profit of Rs. 2,417.08 Lakhs in previous year 2024-25 i.e. Increase in net profit by 27.39% as compared to the previous year.

Consolidated Figures:

During the financial year 2025-26 the revenue from operations stood at Rs. 41,891.96 Lakhs. The total income of the Company stood at Rs. 42,203.04 Lakhs in the financial year 2025-26. Further, the total expenses stood at Rs. 37,642.03 lakhs and the Net Profit for the financial year 2025-26, stood at Rs. 3,357.08 Lakhs.

State of the Companys Affair:

At Paradeep Parivahan Ltd (PPL), we take pride in being one of the largest fleet-owning logistics companies along the East Coast of India, with deep roots in Odishas industrial and port ecosystem. Our expertise spans the full spectrum of port, plant, and mining logistics delivering end-to-end solutions with reliability, speed, and scale.

The Company is a pioneer in Eastern India, with a continuous focus on stevedoring services, port handling and Intra-Port Transportation, Mine-to-Port Transportation, Heavy equipment and Port Handling, Earthmoving, specialization fabrication, Infrastructure and Ready-Mix Concrete Solutions, Dredging & Reclamation.

During the year, your company has entered into an 8-year agreement with UltraTech Cement Limited, Indias largest cement manufacturer, for the deployment of EV-based bulk logistics services. This engagement marks a significant milestone in Indias industrial logistics sector. The initiative demonstrates the commercial and operational viability of electric mobility at scale in long-haul industrial logistics. Together, Paradeep Parivahan Limited, UltraTech Cement Limited, and Energy In Motion Limited form a high-impact sustainability partnership, establishing a strong benchmark for green industrial logistics in India. The initiative also aligns with Government of India programs such as PM E-DRIVE, as well as broader global ESG objectives. The electric mobility program is being executed for UltraTech Cement Limited, a global leader in sustainable building materials, whose continued focus on reducing carbon intensity across its value chain aligns strongly with Paradeep Parivahans sustainability-first logistics strategy. The project involves the deployment of electric vehicles between UltraTechs Rajasthan to Uttar Pradesh facilities, replacing conventional diesel-powered heavy trucks on this high-volume industrial route.

Your directors continue to explore avenues for future growth within the existing industry, while also considering diversification into new business areas, including maritime construction, real estate development, production and sale of biofuels such as ethanol from agro waste, and trading of construction materials leveraging our established market relationships. The relationship between management and employees remained cordial throughout the year. The high morale and dedication of employees significantly contributed to the improved performance of the Company.

The Board of Directors remains confident and committed to enhancing profitability in the coming financial year. Building on the strong performance of the previous year, the Company is strategically focused on diversifying into new business segments while strengthening its core operations. The emphasis will remain on delivering high-quality services, expanding market presence, and introducing value-added offerings to meet evolving customer needs. The Company also aims to capitalize on emerging opportunities to drive sustainable growth and create long-term value for all stakeholders.

Report on Performance of Subsidiaries, Associates or Joint Venture Companies:

During the year under review, the Company acquired four (04) numbers of company as its wholly-owned subsidiary on August 08, 2025. The purpose of this acquisition is to achieve strategic objective and competitive advantage in the market.The name of the companies are:

1. M.R.T.C (India) Pvt. Ltd.

2. Pharmachem Traders Pvt. Ltd.

3. Ask Logistiek Solitio Pvt. Ltd.

4. Nirkon Industries Pvt. Ltd.

During the financial year under review, the Companys wholly owned subsidiary, M.R.T.C (India) Pvt. Ltd. continued to carry on its business of inland transportation and providing trucks, tippers, dumpers, excavators and other equipments required to execute the contract works. For the financial year 2025-26, It recorded a revenue of Rs. 4,857.78 Lakhs and reported a Profit Before Tax (PBT) of Rs. 392.12 Lakhs and Profit After Tax (PAT) of Rs. 292.59 Lakhs. During the financial year under review, the Companys wholly owned subsidiary, Pharmachem Traders Pvt. Ltd. continued to carry on its business of pharmaceutical and chemical products. For the financial year 2025-26, it recorded a revenue of Rs.187.78 Lakhs and reported a Profit Before Tax (PBT) of Rs. 1.84 Lakhs and Profit After Tax (PAT) of Rs. 1.35 Lakhs.

During the financial year under review, the Companys wholly owned subsidiary, Ask Logistiek Solutio Pvt. Ltd. continued to carry on its business of logistics. For the financial year 2025-26, It recorded a revenue of Rs.752.38 Lakhs and reported a Profit Before Tax (PBT) of Rs. 28.59 Lakhs and Profit After Tax (PAT) of Rs. 26.07 Lakhs. During the financial year under review, the Companys wholly owned subsidiary, Nirkon Industries Pvt. Ltd. continued to carry on its business of pharmaceutical and chemical product. It recorded a revenue of Rs.740.80 Lakhs and reported a Profit Before Tax (PBT) of Rs. 21.81 Lakhs and Profit After Tax (PAT) of Rs. 16.21 Lakhs. The Board regularly reviews the performance of the wholly owned subsidiaries and is satisfied with its operational and financial performance. The management remains focused on improving operational efficiency, strengthening its market position, and pursuing sustainable growth in the coming years. The purpose of this acquisition is to achieve strategic objective and competitive advantage in the market. The disclosure in Form AOC-1, containing the salient features of Subsidiaries has been annexed to this Annual Report.

Transfer to Reserves

The Directors do not propose to transfer any amounts to the general reserves of the Company, they have recommended to retain the entire of profits for the financial year ended March 31, 2026 in the profit and loss account.

Dividend:

The Board of Directors has not recommended any dividend for the financial year 2025-26. This decision has been taken to conserve resources for the Companys future growth and expansion plans.

Shares in Suspense Account:

There are no shares in suspense account during the year under review.

Shares in Unclaimed Suspense Account:

There are no shares in unclaimed suspense account during the year under review.

Transfer of Unclaimed Dividend to Investor Education & Protection Fund:

Pursuant to the provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, any dividend remaining unclaimed or unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account of the Company, along with the corresponding shares on which such dividend has remained unclaimed or unpaid for seven consecutive years or more, is required to be transferred to the IEPF. During the year under review, there was no unpaid or unclaimed dividend liable to be transferred to the IEPF. Since the Company has not declared or not paid any dividend in the previous years, the provisions of Section 125(2) of the Companies Act, 2013 are not applicable.

Compulsory Transfer of Equity Shares to Investor Education and Protection Fund ("IEPF") Suspense Account:

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), all Equity Shares on which dividend has not been paid or claimed for 7 (seven) consecutive years or more shall be transferred to the Investor Education and Protection Fund (IEPF) authority after complying with the procedure laid down under the said Rules.

During the year under review, there were no equity shares to be transferred to IEPF Account.

Share Capital:

As on March 31, 2026 the Company has Authorised Share Capital of INR 1800.00 (Rupees Eighteen Hundred Lakhs Only) divided into 1,80,00,000 Equity Shares of INR 10/- each. The Issued, Subscribed & Paid-up Capital for the Company is INR 1591.80 (Rupees Fifteen Hundred Ninety-One Lakhs Eighty Thousand Only) divided into 1,59,18,000 Equity Shares of INR10/- each.

The Authorised Share Capital of the Company remained unchanged during the financial year.

Further, during the year, the Board of Directors and Shareholders of our Company has approved, issued and allotted 10,40,000 (Ten Lakhs Forty Thousand) Convertible Warrants ("Warrants"), on a preferential basis ("Preferential Issue") at a price of Rs. 156.46 /- (Rupees One Hundred Fifty- Six and forty-six Paise only) per warrant, including face value Rs. 10.00/- (Rupees Ten only). The total number of subscribers to this issue was two (02) and a subscription price equivalent to 25% (i.e. upfront amount) of the issue price was received from the subscribers to the warrants issue at the time of allotment and the balance amount equivalent to the 75% of the issue price shall be payable by the Warrant holder(s) at the time of exercising of the Warrant(s). Each Warrants carrying an option to subscribe to Equity share in the ratio of 1 (One) equity share of the company within 18 months from the date of allotment of warrants in terms of the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws. The date of allotment of Warrants Was 21/03/2026 and date of maturity is 21/09/2027. Corporate action for the same is under process in coordination with our Registrar and Share Transfer Agent Ms. Bigshare Services Private Limited. Your company has obtained ISIN for the issued warrants which is INE0SMW13016.

Dematerialization of Shares:

The entire shareholding of the Company is in DEMAT mode with Depository Participants NSDL and CDSL as on March 31, 2026. The ISIN for equity shares of the Company is INE0SMW01011.

Board of Directors:

The Board of the Company is duly constituted with an appropriate balance of Executive Directors, Non-Executive Non-Independent Directors, and Non-Executive Independent Directors, including a Woman Director, in accordance with the provisions of the Companies Act and SEBI Listing Regulations. All Directors bring extensive experience and specialized knowledge across various sectors, including finance, accountancy, and other relevant fields. During the year under review, there was no change in the designation and composition of the Board. As on March 31, 2026, the Board of your Company comprises the following Seven (7) Directors:

Name	Designation	DIN
Mr. Khalid Khan	Managing Director& CEO	06432054
Mr. Pravat Kumar Nandi	Executive Director	01957949
Mrs. Parbati Priya Nandi	Executive Director	01990715
Mrs. Bushra Khan	Non-Executive Director	10706237
Mr. Chandra Kanta Prusty	Independent Director	01024160
Mr. Prithvi Ranjan Parhi	Independent Director	08741045
Mr. Ardhendu Shekhar Raut	Independent Director	08911206

Changes made in composition of Board of Directors from April 01, 2026 till the date of this report:

Name	Designation	DIN
Mr. Abdul Basith Shaikh	Additional Director (Appointed w.e.f. April 13, 2026.	11070576

During the year under review, Mrs. Bushra Khan (DIN-10706237), who was appointed by the Board of Directors, based on the recommendation of Nomination and Remuneration Committee, as an additional director under section 161(1) of the Act w.e.f. April 10, 2025 and was serving as an Additional Director and further was re-designated as a Non-Executive, Non-Independent Director, as approved by the shareholders at the Annual General Meeting held on September 19, 2025.

During the year under review, Mr. Afaque Khan (DIN: 03594827), who was serving as a Non-Executive Director, ceased to be a Non-Executive Director of the Company with effect from April 10, 2025. The Board places on record its sincere appreciation for his valuable contributions during his tenure.

Further, Mr. Abdul Basith Shaikh (DIN: 11070576), was appointed as an Additional Director in the category of Executive Director by the Board of Directors at its meeting held on April 13, 2026. His appointment shall be regularised as Director subject to the approval of the members at the ensuing Annual General Meeting.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of SEBI or MCA or any other such Regulatory Authority.

None of the Director is a director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Directors on the Companys Board is a Member of more than 10 (ten) Committees and Chairman of more than 5 (five) Committees (Committees being, Audit Committee and Stakeholders Relationship Committee) across all the Companies in which he/she is a director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies as on March 31, 2026.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, are:

- Mr. Khalid Khan, Managing Director and CEO

- Ms. Usha Rani Ray, Company Secretary & Compliance Officer (Appointment w.e.f. 7^th January 2026).

- Mr. Suryasnata Rath, CFO (Appointment w.e.f. 20^th March 2026)

- Mr. Faisal Khan, CEO (Cessation on 10^th April 2025)

- Mr. Nasir Uddin Khan, CFO (Cessation on 23^rd December 2025)

- Ms. Alka Bothra, Company Secretary & Compliance Officer (Cessation on 7^th January 2026)

During the period under review, Mr. Faisal Khan, ceased to be CEO of the Company with effect from April 10, 2025. The Board places on record its sincere appreciation for his valuable contributions during his tenure.

Further, Mr. Khalid Khan (Managing Director) (DIN: 06432054) was appointed as CEO by the Board of Directors at its meeting held on April 10, 2025.

During the period under review, Ms. Alka Bothra, ceased to be Company Secretary & Compliance Officer of the Company with effect from January 07, 2025. The Board places on record its sincere appreciation for his valuable contributions during his tenure.

Further, Ms. Usha Rani Ray was appointed as Company Secretary & Compliance Officer of the Company by the Board of Directors at its meeting held on January 07, 2026.

During the period under review, Mr. Nasir Uddin Khan, ceased to be CFO of the Company with effect from December 23, 2025. The Board places on record its sincere appreciation for his valuable contributions during his tenure.

Further, Mr. Suryasnata Rath was appointed as CFO by the Board of Directors at its meeting held on March 20, 2026.

Independent Directors:

The Company had following three Independent Directors as on March 31, 2026:

1. Mr. Chandra Kanta Prusty (DIN: 01024160) 2. Mr. Prithvi Ranjan Parhi (DIN: 08741045) 3. Mr. Ardhendu Shekhar Raut (DIN: 08911206)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Listing Regulations. They have registered their names in the Independent Directors data-bank. They have also affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

The criteria for determining qualifications, positive attributes and independence of Directors and the policy on familiarization programmes are available on the Companys website, viz.,www.paradeepparivahan.com at the web link https://www.paradeepparivahan.com/home/policies.

The Independent Directors met once during the financial year 2025-26, i.e., on March 31, 2026 in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company were present at the meeting.

Change in the Nature of Business:

The Company continued its existing business operations during the financial year which includes stevedoring, port-handling and intra-port transportation, vessel husbandry services, rake handling, cargo handling & project imports, mine-to-port transportation, heavy equipment and port handling, earthmoving, specialized fabrication, dredging & reclamation, infrastructure & ready-mix concrete solutions, Other than these initiatives, there were no significant changes in the nature of the Companys business during the period under review.

Directors Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. 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 a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit and loss of the company for the year under review;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;

v. the directors had laid down internal financial controls to be followed by company and that such internal financial controls are adequate and were operating effectively and

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

Extract of Annual Return:

In accordance with Section 92(3) and 134(3)(a) of the Companies Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, a copy of the annual return of the Company for the FY 2024-25 in the prescribed format is available on the website of the Company at www.paradeepparivahan.com at the web link https://www.paradeepparivahan.com/home/annual_return.

Statement of deviation(s) or variation(s):

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated March 6, 2025, in respect of the Initial Public Offering of the Company. The statement as on March 31, 2026 is available at https://www.paradeepparivahan.com/ at the web link https://www.paradeepparivahan.com/home/intimation

Credit Rating:

The Companys financial strength is reflected in its credit ratings assigned by Infomerics Valuation and Rating Pvt. Ltd., with a rating of IVR BBB+ (Stable) from IVR BBB (Stable) for Long-Term Bank Facilities and IVR A2 from IVR A3+ for Short-Term Bank Facilities.

The rating Rationale as published by Infomerics Ratings is available at the link: pr_paradeep_parivahan_19dec25_2aff9f02ed.pdf and the same is also being uploaded on the website of the company at https://www.paradeepparivahan.com/home/intimation .

Meetings of Board of Directors / Committees / Members:

During the financial year under review ended on 31st March, 2026, Eleven (11) Board meetings were held. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. In respect of which meetings proper notice were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose.

During the year under review, one postal ballot resolution was passed by members of the company through e-voting on August 12, 2025. Further, the 25^th Annual General Meeting of the Company was held on September 19, 2025 and one Extra-Ordinary General Meeting was held on January 31, 2026.

The details of Board Meeting held during the Financial Year (2025-26) are:

Sl. No. Date of Board Meeting	Total Number of Directors as on date of meeting	Attendance
		No. of Directors attended	% of Attendance
1 10.04.2025	6 (Six)	6 (Six)	100
2 22.05.2025	7 (Seven)	7 (Seven)	100
3 09.07.2025	7 (Seven)	7 (Seven)	100
4 20.08.2025	7 (Seven)	7 (Seven)	100
5 12.11.2025	7 (Seven)	7 (Seven)	100
6 01.12.2025	7 (Seven)	7 (Seven)	100
7 07.01.2026	7 (Seven)	7 (Seven)	100
8 17.02.2026	7 (Seven)	7 (Seven)	100
9 20.03.2026	7 (Seven)	7 (Seven)	100
10 21.03.2026	7 (Seven)	7 (Seven)	100

 

Sl. No.	Date of Board Meeting	Total Number of Directors as on date of meeting	Attendance
11	26.03.2026	7 (Seven)	100

The details pertaining to the constitution and composition of Committees of the Board and their meetings held during the year are provided in the Corporate Governance Report as Annexure-II.

Audit Committee:

Pursuant to the provisions of Section 177(8) of the Act, 2013 read with Rule 6 & 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the details pertaining to constitution of Audit Committee are herein provided:

Names	DIN	Designation (Chairman/Member)	Category
Mr. Chandra Kanta Prusty	01024160	Chairman & Member	Non-Executive Independent Director
Mr. Prithvi Ranjan Parhi	08741045	Member	Non-Executive Independent Director
Mr. Khalid Khan	06432054	Member	Managing Director

The Audit committee has constituted on the Board Meeting held on June 5, 2024.

Audit Committee Meetings were held Eight (8) times on 2^nd April 2025, 22^nd May, 2025, 20^th August, 2025, 12^th November, 2025, 1^st December 2025, 6^th January 2026, 20^th March, 2026 and 26^th March 2026 during financial year 2025-26. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Board has accepted all the recommendations of the Audit Committee.

Nomination and Remuneration Committee:

The details pertaining to constitution of Nomination and Remuneration Committee as required under the provisions of Section 178(1) of Act, 2013. The details pertaining to constitution of Nomination and Remuneration Committee are herein provided:

Names	DIN	Designation (Chairman/Member)	Category
Mr. Prithvi Ranjan Parhi	08741045	Chairman & Member	Non-Executive Independent Director
Mr. Chandra Kanta Prusty	01024160	Member	Non-Executive Independent Director
Mr. Ardhendu Shekhar Raut	08911206	Member	Non-Executive Independent Director

The Nomination and Remuneration Committee has constituted on the Board Meeting held on June 5, 2024. The Committee Meeting held thrice during the financial year, on April 10, 2025, January 07, 2026 and March 20, 2026.

Corporate Social Responsibility ("CSR") Policy and its committee:

In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the rules thereunder, the Board, in its meeting held on June 5, 2024, formulated a CSR Policy and constituted a CSR

Committee to oversee the Companys CSR initiatives. Special provisions have been made for the transfer of funds to KHAN Foundation, which utilizes the funds for the benefit of weaker sections of society. The Annual Report on the Companys CSR activities is annexed as "Annexure VI". Details of the CSR Policy are also available on the Companys website at www.paradeepparivahan.com.

The details pertaining to constitution of CSR Committee are herein provided:

Names	DIN	Designation (Chairman/Member)	Category
Mr. Ardhendu Shekhar Raut	08911206	Chairman & Member	Non-Executive Independent Director
Mr. Chandra Kanta Prusty	01024160	Member	Non-Executive Independent Director
Mr. Khalid Khan	06432054	Member	Managing Director

The Corporate Social Responsibility (CSR) Committee was constituted at the Board meeting held on June 5, 2024. During the financial year, the Committee met twice, on April 10, 2025 and October 06 2025.

Stakeholders Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted its Stakeholders Relationship Committee. As on March 31, 2026, The details pertaining to constitution of Stakeholders Relationship Committee are herein provided:

Names	DIN	Designation (Chairman/Member)	Category
Mr. Ardhendu Shekhar Raut	08911206	Chairman & Member	Non-Executive Independent Director
Mr. Chandra Kanta Prusty	01024160	Member	Non-Executive Independent Director
Mr. Khalid Khan	06432054	Member	Managing Director

The Stakeholders Relationship Committee was constituted at the Board meeting held on June 5, 2024. During the financial year, the Committee met once, on August 20, 2025.

Vigil Mechanism Policy:

The company has established Vigil Mechanism through its whistle Blower Policy approved and adopted by the Board of Directors in Compliance with Section 177 (9) of the Companies Act, 2013.

The Vigil Mechanism provides a proper platform to the directors and employees to report their genuine concerns or any instances of illegal or unethical practices, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and disclosure/leak of unpublished price sensitive information to audit Committee or its Chairperson.

The Policy also provides adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. During FY 2025-26, no incidents have been reported under Whistle Blower Policy. No personnel of the Company were denied access to the Audit Committee. The

Whistle Blower Policy of the Company can be accessed at the website of the Company at www.paradeepparivahan.comat the web link https://www.paradeepparivahan.com/home/policies.

Annual Evaluation of the Board on its Own Performance, its Committees and Individual Directors:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company conducted an annual evaluation of the performance of the Board, its Committees, and individual Directors.

During the year, the evaluation cycle was completed internally, covering the Board as a whole, its committees, and individual Directors. The process assessed various aspects of the functioning of the Board and its Committees, including composition, experience, performance of duties, and governance practices. A separate exercise was conducted to evaluate individual Directors based on parameters such as their contribution, independent judgment, guidance and support provided to the Management, attendance at Board and General Meetings, active participation in discussions, decision-making capabilities, and fulfilment of roles as per their designation in the Company.

Statutory Audit

M/s. RKP Associates, Chartered Accountants (Firm Registration No. 322473E), were appointed as the Statutory Auditors of the Company at the 24th Annual General Meeting of the Company held on August 14 2024, to hold office from the conclusion of the 24th Annual General Meeting until the conclusion of the 29th Annual General Meeting of the Company.

Accordingly, M/s. RKP Associates, Chartered Accountants, continue to be the Statutory Auditors of the Company for the financial year 2025-26 and shall hold office until the conclusion of the 29th Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they are eligible to continue as Statutory Auditors of the Company and that they have not incurred any disqualification under the Companies Act, 2013 and the rules made thereunder.

The Statutory Auditors, M/s. RKP Associates, Chartered Accountants, have issued their report on the financial statements for the financial year ended March 31, 2026. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers. The Auditors Report for the financial year ended March 31, 2026, is annexed to this Annual Report.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, the Board of Directors, on the recommendation of the Audit Committee, at its Meeting held on 22nd May, 2025, appointed M/s. Biswajit Mahapatra & Associates, Company Secretaries, Bhubaneswar (Firm Registration No. S2013OR220300 / CP No. 10397) as the Secretarial Auditor of the Company for the Financial Year 2025-26.

The appointment of M/s. Biswajit Mahapatra & Associates, Company Secretaries, as the Secretarial Auditor of the Company was subsequently approved by the Members at the Annual General Meeting of the Company held on 19th September, 2025, for a term of five consecutive years, commencing from financial year 2025-26 till financial year 2029-30, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report with a remuneration as mutually agreed between the Secretarial Auditor and the Company.

The Secretarial Auditor has conducted the Secretarial Audit of the Company for the Financial Year ended 31st March, 2026, in accordance with the applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws.

M/s. Biswajit Mahapatra & Associates, Company Secretaries, have issued the Secretarial Audit Report in the prescribed Form No. MR-3 for the Financial Year ended 31st March, 2026. The said Secretarial Audit Report is annexed to this Boards Report as Annexure I and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer which calls for any further explanation or comment by the Board of Directors.

Cost Record and Cost Audit:

The provisions relating to maintenance of cost records and audit of cost records under Section 148 of the Companies Act, 2013, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company, being an MSME, for the Financial Year 2025-26.

Accordingly, the Company is not required to maintain cost records or appoint a Cost Auditor for the Financial Year 2025-26.

Boards Comment on the Qualification or Reservations, if Any Given by the Statutory Auditor and Secretarial Auditor:

Since there were no qualification and reservation marks in the reports from the Auditors of the Company, there were comments received from the Board. Moreover, the Board of Directors states that the Company has always adhered to the Companies Act, SEBI Laws, its rules and regulations and all other laws applicable to it.

Compliance with Secretarial Standards:

During the year under review, the Company complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India read with the MCA Circulars issued from time to time.

Website of the Company:

Your Company maintains a website www.paradeepparivahan.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

Sebi Complaints Redress System (Scores):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.

Internal Auditor:

The Company has appointed Mr. S Nayak & Associates, Chartered Accountant (Firm Reg. No.329484E) having its office at Plot No-41, 2^nd Floor, Rasulgarh, Bhubaneswar, Pin-751010, Odisha, as the Internal

Auditor for FY 2025 26. They conducted periodical audits and submitted their reports to the Audit Committee. Their reports have been reviewed by the Audit Committee.

Internal Financial Controls:

As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has adequate system of internal control commensurate with its size, scale, nature, and complexity of business to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. These systems provide reasonable assurance in respect of providing financial and operational information, safeguarding the assets of the Company, adhering to the management policies besides ensuring compliance.

Particulars of loans, guarantees or investments:

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement which forms integral part of this Annual Report.

Related Party Transactions:

During the Financial Year 2025-26, all transactions entered into by the Company with its Related Parties were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has complied with the applicable provisions relating to Related Party Transactions and has obtained the necessary approvals of the Audit Committee and the Board of Directors, wherever required.

There was no related party transaction that had any conflict with the interest of the Company. No material significant Related Party Transactions under Regulation 23 of Listing Regulations and under Companies Act 2013 with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company.

The Company has made all requisite disclosures relating to Related Party Transactions to the Stock Exchange(s) within the prescribed timelines, in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

The related party transactions entered into by the company during the year under review have been approved by both Audit Committee and the Board. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. Related party disclosures are given in the notes to the financial statement.

For FY 2026-27, the Audit Committee was provided with all relevant information as required under Industry Standards on minimum information to be provided to the Audit Committee for approval of Related Party Transactions and the Audit Committee has granted approval for estimated related party transactions of FY 2026-27.

The details of Related Party Transactions, as required under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are disclosed in the Notes forming part of the Financial Statements.

During the year under review, the Company amended the materiality of Related Party Transactions Policy at its board meeting held on 22^nd May, 2026 and the updated Policy is available on the website of the Company at https://www.paradeepparivahan.com/home/policies .

Material Changes and Commitment, if any Affecting the Financial Position of the Company that Occurred Between the end of the Financial Year to Which the Financial Statements Relate and the Date of the Report:

There are no other material changes and commitments during the period under review, affecting the financial position of the Company.

Deposits:

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

Details of Money Accepted from Director:

During the period under review the Company has not accepted money in the form of secured/unsecured loan from the director or relative of the director of the Company.

Management Discussion and Analysis Report:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Management Discussion and Analysis Report is presented in a separate section Annexure-III forming as part of this Annual Report highlighting the detailed review of operations, performance and future outlook of your Company.

Corporate Governance Report:

The Equity Shares of the Company are listed on the SME platform of BSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report as Annexure-II.

Policy on Directors Appointment, Removal, Remuneration and Other Details:

The Companys policy on appointment, removal, remuneration and other matters of Directors, Key Managerial Personnel and Senior Management Personnel including its on- board diversity and succession planning as provided in Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at https://www.paradeepparivahan.com/home/policies.

Managerial Remuneration and Particulars of Employees:

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the Financial Year 2025-26 was in conformity with the Nomination and Remuneration Policy of the Company. The details of employees remuneration as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure IV".

Code of Conduct:

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. As required the said code has been posted on the website of the Company https://www.paradeepparivahan.com/home/policies All the Board members and Senior Management personnel have affirmed compliance with the code for the year ended March 31, 2026. A declaration to this effect signed by the Managing Director forms part of the Corporate Governance report.

Prevention of Insider Trading:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Different Policies Adopted by Company:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Companys website, www.paradeepparivahan.com . The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement. The following policies has been adopted by the Board of Directors and the same is available at Companies Website.

- Policy on Code of Conduct for Board of Directors and Senior Management Personnel.

- Policy of Audit Committee.

- Policy of Nomination and Remuneration Committee.

- Policy of Stakeholder Relationship Committee.

- Policy on Disclosure and Internal Procedure for Prevention of Insider Trading.

- Policy on Whistle Blower and Vigil Mechanism.

- Policy for Preservation of Documents and Archival of Documents.

- Policy for Prevention of Sexual Harassment.

- Policy on Materiality for Disclosures of events to Stock Exchanges.

- Policy for identification of Materiality of outstanding Litigations involving Company, its subsidiary, Directors, Promoter and other Group Company.

- CSR Policy.

- Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.

- Policy for Material Subsidiaries.

- Policy for Risk Management.

- Policy on Board Diversity and Director Attributes.

- Criteria for making payments to Non-Executive Directors

- Policy on Code of Fair Disclosure of UPSI

- Policy on Materiality of Related Party Transactions

Risk Management Policy:

The Board of Directors facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. At present the Company has not identified any element of risk which may threaten the existence of the Company.

Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companys Operation in Future:

There is no significant material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its future operations.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Given the nature of activities of your Company, it has not spent any substantial amount on conservation of energy and technology absorption respectively under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Further, more details have been given in Annexure V attached to this report.

Disclosure in Terms of Various Provisions of the Companies Act, 2013:

Being a public listed company, the provision related to followings have been complied by the Company.

- Statement on declaration given by Independent Directors (Section 149).

- Formation of Audit Committee. (Section 177)

Audit Committee was formed with duly held Board Meeting on June 5, 2024.

- Formation of Nomination and Remuneration Committee (Section 178)

Nomination and Remuneration Committee was formed with duly held Board Meeting on June 5, 2024.

- Formation of Stakeholders Relationship Committee. (Section-178)

Stakeholders Relationship Committee was formed with duly held Board Meeting on June 5, 2024.

- Formation of Corporate Social Responsibility Committee. (Section-135)

Stakeholders Relationship Committee was formed with duly held Board Meeting on June 5, 2024.

- Undertaking for Annual Evaluation of Board and that of its committees and the individual Directors: As the company converted from Private to Public on June 3, 2024, Therefore the Annual Evaluation have done in the Financial Year i.e. 2024-25.

- Undertaking Secretarial Audit. (Section 204)

Secretarial Audit is applicable to the Company as the Company listed and cover under the applicability provisions (Annexure- I).

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review no complaints were reported to the Board.

Compliance Under the Maternity Benefit Act, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

Green Initiative:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 26th Annual General Meeting of the Company including the Annual Report for FY 2025-26 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

CEO AND CFO Certification:

In terms of Regulation 17(8) read with Part B of the Listing Regulations, a certificate from the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the company as addressed to the Board of Directors, confirming the correctness of the financial statements, Cash flow statements for the Financial Year ended March 31, 2026, adequacy of the internal control measures and matters reported to the Audit Committee, is provided in this Report.

Frauds Reported by Auditors Under Section 143(12), Other Than Those Which Are Reportable to The Central Government:

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

Details of Application / Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016:

During the year under review, neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

Human Resources:

The Company recognises that its employees are one of its most valuable assets and play a vital role in achieving sustainable growth and long-term success. The Company continues to focus on developing and maintaining a motivated, skilled and performance-oriented workforce.

During the Financial Year 2025-26, the Company continued to undertake various initiatives aimed at employee engagement, capability building, skill development and fostering a positive and inclusive work environment. The Company remains committed to providing its employees with opportunities for professional growth and development and to maintaining a healthy, safe and conducive workplace.

The Company places strong emphasis on employee welfare, effective communication, teamwork and performance management. Appropriate training and development initiatives are undertaken from time to time to enhance the knowledge, skills and competencies of employees in line with the evolving requirements of the business.

The Company maintains harmonious relations with its employees and continues to promote a culture based on integrity, professionalism, mutual respect and equal opportunity. The Company is committed to providing a workplace free from discrimination and harassment and to ensuring compliance with applicable labour and employment laws.

As on 31st March, 2026, the Company had 1159 employees on its rolls. The Company appreciates the commitment, contribution and support of its employees towards the growth and performance of the Company during the year under review.

General Disclosures:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Bonus Shares and/or Right Shares.

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

3. Issue of shares to employees of the Company under Employee stock option Scheme.

4. Issue of shares (including sweat equity shares) to directors or employees of the Company under any scheme.

5. Buy Back of Shares.

Appreciation & Acknowledgement

The Board sincerely thanks the Government of India, SEBI, RBI, the Government of Odisha, other State Governments, and various government agencies for their continued support, guidance, and cooperation.

The Board also places on record its sincere gratitude and appreciation to all employees at every level for their hard work, dedication, and teamwork throughout the year. Further, the Board conveys its appreciation to the Companys customers, shareholders, suppliers, vendors, bankers, business associates, and regulatory and government authorities for their continued support and confidence.