PDP Shipping & Projects Ltd Directors Report

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Board of Directors of the Company is duly constituted in accordance with the provisions of the Companies Act, 2013, the applicable rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company.

There was no change in the composition of the Board of Directors or Key Managerial Personnel of the Company during the financial year 2025-26. Accordingly, the composition of the Board remained unchanged during the year under review.

ii. Retirement by Rotation of the Directors

During the financial year 2025-26, Mrs. Shalini Abhiuday Verma (DIN: 07040233), Whole-time Director of the Company, retired by rotation at the 16^th Annual General Meeting of the Company held on 29^th September, 2025 and being eligible, offered herself for re-appointment. The members of the Company approved her re-appointment at the said Annual General Meeting.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Animesh Kumar (DIN: 02534914), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The requisite details of Mr. Animesh Kumar, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings, are provided in the Explanatory Statement annexed to the Notice of the ensuing Annual General Meeting.

iii. Independent Directors

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed

thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the company.

These declarations are submitted at the first Board meeting in which each Independent Director participates and subsequently at the first Board meeting of every financial year, or whenever there is any change in the circumstances that may affect their status as an Independent Director.

The Board has taken on record these declarations after undertaking due assessment of their veracity. The Board is satisfied with the integrity, expertise, and experience of all Independent Directors, including their proficiency as per Section 150(1) of the Act and applicable rules.

Independent Directors Meeting

All Independent Directors have submitted declarations under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations confirming that they meet the criteria of independence. The Board has taken these declarations on record and is satisfied as to their veracity. A separate meeting of the Independent Directors was held on Tuesday 10th March, 2026 without the presence of Non-Independent Directors and management at which they reviewed the performance of the Non-Independent Directors, the Chairman and the Board as a whole, and assessed the quality, quantity and timeliness of the flow of information.

16. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Companys business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

17. BOARD MEETINGS

The Company held seven meetings of its Board of Directors during the year on following dates:

Attendance:

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mr. Yogesh Gupta. During the year the committee met Four times. The composition of the Audit Committee as at March 31, 2026 and details of the Members participation at the Meetings of the Committee are as under:

Attendance:

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditors Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgment by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgment about the quality and appropriateness of the Companys accounting principles with reference to the Accounting Standard (AS).

• Review the investments made by the Company.

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

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working under Chairmanship of Mr. Sunil Mishra. During the year, the committee met one time with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2026 and details of the Members participation at the Meetings of the Committee are as under:

Attendance:

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

The Company has formulated a Remuneration Policy which is annexed to the Boards Report in "Annexure I".

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Mr. Debabrata Samaddar. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time. The composition of the Stakeholders Relationship Committee as at March 31, 2026 and details of the Members participation at the Meetings of the Committee are as under:

Attendance:

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2026.

19. BOARDS PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013, the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out an annual evaluation of the performance of the Board as a whole, its Committees and individual Directors for the financial year under review.

The evaluation of the Board and its Committees was carried out based on various parameters, including the effectiveness of the Board and its Committees, quality and timeliness of flow of information, participation and contribution of Directors, discharge of key functions and responsibilities, deliberations on matters placed before the Board and Committees, oversight of the Companys affairs and adherence to applicable governance standards.

The performance evaluation of individual Directors, including the Chairman and Independent Directors, was undertaken with reference to parameters such as knowledge and understanding of the Companys business and role, level of participation and contribution, commitment of time, discharge of duties and responsibilities, quality of deliberations, exercise of independent judgement, professional conduct and overall effectiveness.

The performance of the Independent Directors was evaluated by the Board excluding the Independent Director being evaluated, in accordance with the applicable provisions of the Act and SEBI LODR Regulations.

Further, the Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors, the Chairman of the Board and the Board as a whole, taking into consideration, inter alia, the views of the Executive and Non-Executive Directors and the effectiveness of the Board and its functioning.

24. INTERNAL AUDIT & CONTROLS

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Abhishek M Agrawal & Co., Chartered Accountants, as Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Financial Controls, with reference to financial statements as designed and implemented by the Company, are adequate. The Internal Audit is carried out on a quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

25. RISK ASSESSMENT AND MANAGEMENT

The company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls the risk through means of a properly defined framework. This framework ensures that management effectively controls risks through a well-defined system.

In line with regulatory requirements, the company has formulated and adopted a Risk Management Policy that outlines the processes for risk identification, assessment, management, reporting, and disclosure.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo -

The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:

28. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

During the financial year under review, the Company has not granted any loans, made any investments, provided any guarantees or furnished any security in respect of which the provisions of Sections 185 and 186 of the Companies Act, 2013 are applicable.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Thus Disclosure in form AOC- 2 is not required. Further, during the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Accounting Standard (AS) - 18 are set out in Note no. 26 to the financial statements forming part of this Annual Report.

30. PREVENTION OF INSIDER TRADING:

31. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

During the year, the Company received an unsecured loan amounting to Rs. 0.73 lakh from Mrs. Shalini Abhiuday Verma, Director of the Company. The said amount does not constitute a "deposit" pursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the requisite declaration having been received from the Director confirming that the amount was not given out of funds acquired by her by borrowing or accepting loans or deposits from others. The said amount was fully repaid during the financial year.

32. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

33. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

34. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company believes in providing a safe, non-hostile and harassment-free work environment at all its workplaces. The Company has zero tolerance towards sexual harassment at the workplace. A detailed Prevention of Sexual Harassment (POSH) Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The POSH Policy covers the Company and all employees (permanent, contractual, temporary, trainees) irrespective of their sexual orientation/ preferences and all persons associated with/ visiting the Company at any of its locations. The POSH Policy is gender inclusive and the framework ensures complete anonymity and confidentiality.

Internal Complaints Committees (IC) have been constituted to timely redress complaints of sexual harassment, and the Company has complied with the provisions relating to the constitution of IC under the Act. While maintaining the highest governance norms, IC are constituted for various locations. As required, majority of the total members of the IC are women. The external member with requisite experience in handling such matters are also part of the IC. The IC is presided over by a senior woman employee in each committee. Inquiries are conducted and recommendations are made by the IC at the respective locations. The IC is updated on judicial trends and trained regularly on the nuances of the Act.

The details of complaints received, disposed and pending, during FY26 are as follows:

Continuous awareness in this area has been created through various POSH campaigns reiterating the Companys commitment to providing a safe workplace to all its employees. During the year, the Company organized sensitization and awareness programs vide inductions for new joiners, e-learning modules for all employees,

classroom trainings and sensitization for employees, trainees, associates including sending emailers, and posters, etc. Further, virtual and classroom training sessions were conducted during the year.

35. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as of 31^st March, 2026.

Male Employees: 15 Female Employees: 7 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

36. Compliance with The Maternity Benefit Act, 1961

Championing Womens Well-Being: A Testament to Our Values at PSPL, we go beyond compliance to foster an inclusive, supportive, and empowering workplace for our female colleagues. Our unwavering commitment to their well-being is exemplified by our strict adherence to the Maternity Benefit Act, 1961, supplemented by industry leading welfare initiatives that set us apart as a progressive employer.

Key Highlights of Our Commitment: - Beyond Legal Compliance - We not only meet but exceed statutory requirements, offering enhanced maternity benefits that underscore our dedication to work-life balance and gender equity. - Job Security & Protection - Employees are fully safeguarded against dismissal or discharge during pregnancy and maternity leave, ensuring peace of mind during a critical life stage. Employee - Centric Values - Rooted in our core principles of sensitivity, integrity, and fairness, we prioritize the holistic well-being of our workforce, recognizing them as valued stakeholders in our success. Our approach reflects a deep-seated belief that empowering women empowers the entire organization, driving sustainable growth and a culture of respect.

37. HUMAN RESOURCES

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

38. CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

39. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

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

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

(d) They have prepared the annual accounts on a going concern basis.

(e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

40. INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

41. Designated Person under Rule 9 of the Companies (Management and Administration) Rules, 2014

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed Mr. Animesh Kumar, Managing Director of the Company as Designated person in the Board meeting held on 10^th November, 2023 and the same has been reported in the Annual Return of the company and there is no change in designated person during the year.

42. LISTING WITH STOCK EXCHANGES:

Board of Directors of the Company approved the process of Listing of equity shares of the Company through Initial Public Offering in their meeting held on 23^rd May, 2024 subject to the approval of the members of the Company and subsequently approved by the members in their extraordinary general meeting held on 19^th June, 2024.

Fixed price issue for 9,37,000 (Nine Lakh Thirty Seven Thousand) equity shares of Rs. 10/- (Rupees Ten only) at a premium of Rs. 125/- (One Hundred Twenty Five only) each at was opened for subscription on 10^th March, 2025 to 12^th March, 2025.

The Companys Equity shares are listed on BSE SME Platform (Scrip Code: 544378) with effect from March 18, 2025 and the Listing Fees has been paid to the exchange up to date. Security deposit has already been deposited with Depositories and annual custodian fee including all corporate actions fee for the financial year has been paid.

Company has utilized the funds received from IPO only for the purpose as provided in prospectus and Statement of Deviation or Variation for proceeds of public issue has been filed with BSE accordingly.

43. REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

In compliance with the requirements of Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the remuneration details of Directors, KMPs and employees is annexed as Annexure V.

44. CAUTIONARY STATEMENTS

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

45. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings initiated / pending under the Insolvency and Bankruptcy Code, 2016.

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

46. ACKNOWLEDGEMENTS

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.