Premier Roadlines Ltd Directors Report

To the Members of Premier Roadlines Limited

The Board of Directors takes pleasure in presenting the 19th (Nineteenth) Annual Report on the business and operations of the Premier Roadlines Limited (‘the Company or ‘PRL) along with the Companys Annual Audited Standalone and Consolidated Financial Statements and Statutory Auditors Report thereon for the Financial Year ended on March 31, 2026.

1. COMPANYS PERFORMANCE

The Companys financial highlights, for the year under review along with previous years figures, are given hereunder:

(Amount in Lacs, unless otherwise stated)

PARTICULARS	STANDALONE		CONSOLIDATED
	As on 31st March, 2026	As on 31st March, 2025	As on 31st March, 2026	As on 31st March, 2025
Revenue from Business Operations	33075.62	28826.74	33,207.18	28,890.63
Other Income	7.81	22.53	9.30	23.00
Total Revenue	33,083.43	28,849.27	33,216.48	28,913.63
Profit before tax	1,845.04	2,121.24	1,860.85	2,127.49
Less: Tax Expense	480.38	552.66	484.43	553.56
Profit after Tax	1,364.66	1,568.58	1,376.42	1,573.93
Share of profit/ (loss) in associate	-	-	-	-
Net profit after Tax	1,364.66	1,568.58	1,376.42	1,573.93
Other Comprehensive Income/Loss	-	-	-	-
Total comprehensive Income/Loss	1,364.66	1,568.58	1,376.42	1,573.93

Your Companys total revenue on a standalone basis has increased from 28,826.74 Lacs in the previous year to 33,075.62 Lacs in the current year. Out of the total revenue, the major portion of the revenue came from Domestic Transport Operations which stood at about 97.75% of the total revenue. The net profit on a standalone basis amounted to 1,364.66 Lacs in the current year.

On consolidated basis, total revenue on a standalone basis has increased from 28,890.63 Lacs in the previous year to 33,207.18 Lacs in the current year. The consolidated Net Profit amounted to 1,376.42 Lacs in the current year.

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

About Us:

Premier Roadlines Limited (PRL), established in 2008, is an IBA-approved and ISO-certified surface logistics company with deep specialization in transporting Over-Dimensional Cargo (ODC), particularly for the power, transformer and energy sectors. Backed by over four decades of industry experience, the Company provides customized transportation solutions for cargo ranging from 1 MT to 300 MT, including transformers, turbines, generators, and other critical project equipment.

PRL operates through a PAN India network of 28 strategically located branches and offers a wide range of logistics services:

• Project Logistics

• Over-Dimensional/Overweight Cargo

• Contracted Integrated Logistics

• General Freight Transportation

The Company combines its own fleet of trailers, pullers, trucks, and hydraulic axles with a strong network of third-party operators to deliver nationwide service across sectors such as power transmission, energy, renewables, hydro, EPC and other industrial sectors. In FY 2025-26, PRL executed 38,200 orders for 578 clients with an average order value of 86,585/-, deploying over 24,733 vehicles, including deliveries to difficult terrain and remote project sites.

Premier Roadlines has become a preferred logistics partner for many transformer manufacturers and EPC firms in India. Key clients include CG Power, Toshiba, KEC International, ThyssenKrupp, L&T and Tata Power, who rely on PRL for time-sensitive, heavy-load transportation and end-to-end project movement.

Market Outlook:

India is entering a sustained investment cycle in power infrastructure, driven by rising electricity demand, renewable energy integration, grid modernization, and expansion of transmission capacity. Government initiatives such as PM Gati Shakti, National Logistics Policy and Green Energy Corridors are accelerating infrastructure development and improving connectivity for movement of heavy power equipment.

The increasing adoption of renewable energy and strengthening of transmission networks are expected to drive higher demand for specialized logistics solutions for transportation of large transformers, reactors, HVDC equipment, switchgear, substations and other oversized power components. These movements require specialized ODC capabilities, route engineering, heavy-haul equipment, and precision execution.

Indias power sector is witnessing strong capacity addition, with electricity demand expected to continue rising alongside industrialization and economic growth. The country is targeting 500 GW of non-fossil fuel capacity by 2030, which will require significant investments in transmission infrastructure, storage systems, and grid balancing capabilities.

Source: Ministry of New & Renewable Energy (MNRE), Ministry of Power.

The transformer market is expected to remain a key beneficiary of this structural shift, supported by grid expansion, replacement demand, renewable integration, and industrial electrification. Industry estimates suggest the Indian transformer market is expected to grow at approximately 8-9% CAGR over FY25-FY32.

Source: Industry estimates / transformer market reports.

Infrastructure development continues to remain a major enabler for specialized logistics. The FY27 Union Budget maintains a strong capex focus with approximately 12.2 lakh crore allocated towards capital expenditure, supporting investments across roads, power, railways, and industrial infrastructure. Expansion of highways, multimodal logistics parks, and digital logistics platforms is expected to improve movement efficiency and expand the addressable market for ODC logistics.

Source: Union Budget FY27 - Ministry of Finance; Ministry of Road Transport & Highways.

With increasing complexity in power projects, growing renewable capacity, and higher emphasis on timely project execution, specialized logistics providers with expertise in ODC movement, route planning, regulatory coordination, and heavy cargo handling are expected to benefit from the long-term growth opportunity in Indias power infrastructure ecosystem.

Business Outlook:

Premier Roadlines Limited remains strategically positioned to benefit from Indias long-term infrastructure and industrial growth cycle, supported by increasing investments in power transmission, renewable energy, manufacturing, and large-scale infrastructure projects. Despite temporary industry- wide disruptions impacting fleet availability and operating costs, the Company demonstrated resilience by maintaining customer relationships, executing critical projects, and strengthening its operational capabilities.

The Company continues to sharpen its focus on Project Logistics and Over-Dimensional Cargo (ODC), where demand remains strong across sectors such as transformers, renewable energy, cement, oil & gas, and other industrial applications. The segment offers attractive growth potential due to increasing complexity of cargo movement and the need for specialized logistics expertise.

During FY26, Premier Roadlines expanded its specialized fleet by adding 2 pullers and 38 axle lines, strengthening its execution capabilities for high- value project cargo. The Company expects improved utilization of these assets, supported by better operating conditions and stronger demand visibility.

Future Outlook:

Premier Roadlines is well-positioned to capitalize on the increasing demand for specialized logistics in the power, transformer and energy sectors, supported by its fleet readiness, regulatory expertise, and client relationships.

With easing supply-side challenges, improved fuel availability, better cost pass-through mechanisms, and continued demand from infrastructure-led sectors, the Company expects operational performance to gradually improve. The management remains focused on enhancing the ODC and project logistics mix, improving EBITDA levels, and building a stronger position in specialized logistics.

Going forward, Premier Roadlines aims to strengthen its position as a leading specialized logistics provider by leveraging its technical expertise, customer relationships, fleet capabilities, and execution track record. The Company believes the growing demand for heavy and complex cargo movement across Indias infrastructure ecosystem provides a strong foundation for sustainable long-term growth.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

4. DIVIDEND

No dividend was declared for the financial year ended on 31st March, 2026.

5. SHARE CAPITAL

During the Financial Year under review:

a. The Authorized Equity Share Capital of the Company as on 31st March, 2026 is 25,00,00,000/- divided into 2,50,00,000 Equity Shares of 10/- each.

b. The Paid up Share Capital of the Company as on 31st March, 2026 is 22,86,25,470/- divided into 2,28,62,547 Equity Shares of Rs.10/- each.

Details of Changes in Paid-up Share Capital:

There was no change in the paid up Share Capital of the Company during the year under review.

6. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to reserves. The amount of the Net Profit of 1,364.66 Lacs carried to the Reserves and Surplus as shown in notes to the financial statements for the year ended on March 31, 2026.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, the Company does not have any Joint Venture and Associate Company. The Company has 1 (One) wholly owned subsidiary namely Premier Worldwide Logistics Private Limited. A brief profile of Premier Worldwide Logistics Private Limited is given hereunder:

Premier Worldwide Logistics Private Limited

(Formerly known as PRL Supply Chain Solutions Private Limited) was incorporated under the provisions of Companies Act, 2013 on October 05, 2017. Premier Worldwide is engaged in the business of fleet carriers, operators and transporter contractors.

The financial performance of the subsidiary has been duly reviewed and consolidated with the Company as per applicable accounting standards.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Companys Subsidiary in Form AOC-1 is attached to this report as Annexure-I.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Change in Directors and Key Managerial Personnel during the Financial Year 2025-26:

During the Financial Year 2025-26, there were some changes in the composition of the Board of Directors and Key Managerial Personnel of the Company. Key highlights of which are as follows:

• Mr. Amit Kumar has resigned as a Non- Executive Director of the Company with effect from May 13, 2025.

• Mrs. Dipti Gupta has been appointed as an Additional Director (Non -Executive Independent) of the Company with effect from May 21, 2025 by the Board and Regularize as Non-Executive Independent Director of the Company with effect from August 05, 2025 by shareholders of the Company.

• Mr. Sunil Gupta has resigned as a Non- Executive Independent Director of the Company with effect from June 03, 2025.

• Mr. Pradeep Kapoor has been appointed as an Additional Director (Non-Executive Independent) of the Company with effect from September 02, 2025 by the Board.

As on 31st March, 2026, Pursuant to the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnels of the Company:

• Mr. Virender Gupta, Chairman & Managing Director

• Mrs. Rakhi Gupta, Whole Time Director

• Mr. Samin Gupta, Whole Time Director & CFO

• Mr. Gaurav Chakarvati, Company Secretary & Compliance Officer

b) Change in Directors and Key Managerial Personnel from the end of the Financial Year till the date of this report:

• Mr. Gaurav Chakarvati has resigned as Company Secretary & Compliance Officer of the Company with effect from June 30, 2026.

c) Retirement by Rotation at the ensuing AGM:

Mr. Samin Gupta has been longest in office, retires by rotation at the forthcoming AGM, and being eligible offers herself for re-appointment. Resolution seeking members approval to the appointment Mr. Samin Gupta has been incorporated in the notice convening the 19th AGM of the Company.

d) Disclosure of Interest in other concerns:

The Company has received the Annual Disclosure(s) from all the Directors, disclosing their Directorship/Interest in other concerns in the prescribed format, for the Financial Years 2025-26. The Company has received confirmation from all the Directors that none of the Directors were disqualified to act as a Director by virtue of the provisions of Section 164(1) and 164(2) of the Act.

e) Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

In the opinion of the Board, Ms. Megha Agarwal, Mrs. Dipti Gupta and Mr. Pradeep Kapoor, Independent Directors of the Company possesses requisite expertise, proficiency, integrity and experience and the Board considers that their professional background, experience and contributions made during their tenure in the Company and the continued association with the Company would be beneficial to the Company.

f) Annual Performance Evaluation

The Nomination and Remuneration Committee (“NRC Committee”) and the Board has adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and Non- Independent Directors of the Company, which includes the criteria, manner and process for carrying out the performance evaluation exercise. Criteria in this respect includes; the Board composition and structure, effectiveness of board processes, information and functioning, contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Evaluation of the Performances of the Board and its Committees for the Financial Year 2025-26 has been completed as per the adopted methodology.

9. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The broad terms of reference of the Nomination and Remuneration Committee (“NRC”) of the Company are as under:

a. To identify suitable persons and recommend them as suitable candidates to fill up vacancies on the Board or augment the Board and Senior Management.

b. To lay down criteria for the evaluation of the Board including Independent Directors and carrying out evaluation of every Directors performance.

c. To formulate a criterion for determining qualifications, positive attributes and independence of a director and recommending to the Board, appointment, remuneration and removal of directors and senior management.

d. Ensuring remuneration paid to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

e. Devising a policy on Board diversity.

f. To do such act as specifically prescribed by Board and

g. Carry out such other activities as maybe prescribed by the Companies Act 2013, read with Rules and regulations as maybe specified by the regulator from time to time, including any modification or amendment thereto.

The Company has adopted a Nomination and Remuneration Policy as recommended by “NRC” and the objective of Nomination and Remuneration Policy is to ensure rationale and objectivity in the appointment and remuneration of the Directors, Senior Management Personnel and employees of the Company. The Policy also provides bringing in a pragmatic methodology in screening of candidates who may be recommended to the position of Directors and to establish effective evaluation criteria to evaluate the performance of every Director.

The Policy also serves as a guiding principle to ensure good Corporate Governance as well as to provide sustainability to the Board of Directors of the Company. The remuneration paid to the Directors of the Company is in accordance with the provisions of Companies Act, 2013 and the Remuneration Policy adopted by the Company.

The Nomination and Remuneration policy is available on the website of the Company at www.prlindia.com.

The NRC evaluated the performance of the Board, its committees and of individual directors during the year.

10. SECRETARIAL STANDARDS

Your Company has complied with all the Secretarial Standards applicable on the Company.

11. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEE THEREOF

(a) Board of Directors

Composition, Meetings and Attendance during the Financial Year

The Composition of the Board of Directors of the Company as on 31.03.2026 are as follows:

S. No.	Name	Designation
1.	Mr. Virender Gupta	Chairman & Managing Director
2.	Mrs. Rakhi Gupta	Whole Time Director
3.	Mr. Samin Gupta	Whole Time Director & CFO
4.	Mrs. Dipti Gupta	Independent Director
5.	Ms. Megha Agarwal	Independent Director
6.	Mr. Pradeep Kapoor	Additional Independent Director

During the Financial Year 2025-26, the Board met 06 (Six) times and the intervening gap between any two meetings was within the allowed gap pursuant to the Companies Act, 2013.

Attendance of each Director at the meeting of the Board of Directors held during the Financial Year 2025-26 is given herein below:

S. No.	Date of Board Meetings	Mr. Virender Gupta	Mrs. Rakhi Gupta	Mr. Samin Gupta	Mrs. Dipti Gupta	Ms. Megha Aggarwal	Mr. Pradeep Kapoor	Mr. Sunil Gupta*	Mr. Amit Kumar**
1.	07.04.2025	K		K					-
2.	21.05.2025	K	K	K		K			-
3.	09.07.2025	K	K	K	K	K			-
4.	02.09.2025	K	K	K	K	K			-
5.	10.11.2025	K	K	K	K	K	K		-
6.	09.03.2026	K	K	K	K	K	K	-	-

* Mr. Sunil Gupta has resigned as Non-Executive Independent Director of the Company with effect from June 03, 2025.

**Mr. Amit Kumar has resigned as Non-Executive Non-Independent Director of the Company with effect from May 13, 2025.

(b) Audit Committee

Composition, Meetings and Attendance during the Financial Year

The Board has constituted an Audit Committee in compliance with the provisions of Section 177 of Companies Act, 2013. As on March 31, 2026, the Audit Committee comprised of 3 (three) members with 2 (two) Independent Directors. The Chairperson of the Audit Committee is Non-Executive Independent Director.

S. No.	Name	Position
1.	Ms. Megha Agarwal	Chairperson
2.	Mr. Samin Gupta	Member
3.	Mrs. Dipti Gupta	Member

During the Financial Year under review, 4 (Four) meetings of the Audit Committee were held and the maximum interval between any two meetings was within the maximum allowed gap pursuant to the Companies Act, 2013. The details of the Audit Committee meetings held during FY 2025-26 are given as under:

S. No.	Name of Members	21.05.2025	09.07.2025	10.11.2025	09.03.2026
1.	Ms. Megha Aggarwal	K	K	K	K
2.	Mr. Samin Gupta	K	K	K	K
3.	Mrs. Dipti Gupta		K	K	K
4.	Mr. Sunil Gupta				-

(c) Nomination and Remuneration Committee

Composition, Meetings and Attendance during the Financial Year

The Board has constituted a Nomination and Remuneration Committee (hereinafter referred to as the “NRC Committee”) in compliance with the provisions of Section 178 of the Companies Act, 2013. As on March 31, 2026, the NRC Committee comprised of 3 (Three) members all being Non-

Executive Directors, with majority of them being Independent Directors. The Chairperson of the NRC Committee is a Non-Executive Independent Director.

S. No.	Name	Position
1.	Ms. Megha Agarwal	Chairperson
2.	Ms. Dipti Gupta	Member
3.	Mr. Pradeep Kapoor	Member

During the Financial Year under review, 3 (Three) meetings of the NRC Committee was held. The details of the composition of the NRC Committee and of its meetings held during the Financial Year 2025-26 are as under:

S. No.	Name of Members	21.05.2025	09.07.2025	02.09.2025
1.	Ms. Megha Agarwal	Yes	Yes	Yes
2.	Mrs. Dipti Gupta		Yes	Yes
3.	Mr. Pradeep Kapoor			-
4.	Mr. Sunil Gupta	Yes	-	-

(d) Corporate Social Responsibility Committee

Composition, Meetings and Attendance during the Financial Year

The Board has constituted a Corporate Social Responsibility Committee (“CSR Committee”) pursuant to Section 135 of the Companies Act, 2013 to assist the Board in setting the Companys Corporate Social Responsibility Policy and assessing its Corporate Social Responsibility performance.

As on March 31, 2026, the CSR Committee comprised of 3 (Three) members:

S. No.	Name	Position
1.	Mr. Virender Gupta	Chairperson
2.	Mrs. Rakhi Gupta	Member
3.	Mr. Pradeep Kapoor	Member

During the Financial Year under review, 4 (Four) meetings of the CSR Committee were held. The details of the composition of the CSR Committee and of its meetings held during the Financial Year 2025-26 are as under:

S. No.	Name of Members	21.05.2025	09.07.2025	10.11.2025	09.03.2026
1.	Mr. Virender Gupta	Yes	Yes	Yes	Yes
2.	Mrs. Rakhi Gupta	Yes	Yes	Yes	Yes
3.	Mr. Pradeep Kapoor			Yes	Yes
4.	Mr. Sunil Gupta	Yes			-

(e) Stakeholder Relationship Committee

Composition, Meetings and Attendance during the Financial Year

The Board has constituted a Stakeholder Relationship Committee (“SRC Committee”) in compliance with the provisions of Section 178 (5) of the Companies Act, 2013 to consider and resolve grievances of security holders of the Company.

As on March 31, 2026, the SRC Committee comprised of 3 (Three) members:

S. No.	Name	Position
1.	Mr. Pradeep Kapoor	Chairperson
2.	Mr. Virender Gupta	Member
3.	Mr. Samin Gupta	Member

During the Financial Year under review, 1 (One) meeting of the SRC Committee was held. The details of the composition of the SRC Committee and of its meeting held during the Financial Year 2025-26 are as under:

S. No.	Name of Members	10.11.2025
1.	Mr. Pradeep Kapoor	Yes
2.	Mr. Virender Gupta	Yes
3.	Mr. Samin Gupta	Yes

(f) Financial Committee

The Board has constituted a Financial Committee in compliance with the provisions of Section 179 (3) of the Companies Act, 2013 for overseeing investment, banking and other financial matters. The Board has delegated to the Committee the powers specified under clauses (d) to (f) of Section 179(3) of the Act, subject to such terms and conditions as may be determined by the Board from time to time. The decisions taken by the Committee were placed before the Board/Audit Committee for ratification at their subsequent meeting(s), wherever required.

As on March 31, 2026, the Financial Committee comprised of 2 (Two) members:

S. No.	Name	Position
1.	Mr. Virender Gupta	Chairperson
2.	Mr. Samin Gupta	Member

During the Financial Year under review, the Committee met 8 (Eight) times on May 26, 2025, June 25, 2025, July 31, 2025, October 6, 2025, November 25, 2025, December 19, 2025, January 13, 2026 and February 19, 2026.

12. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY WITH RESPECT TO THE FINANCIAL STATEMENT

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control, self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal financial control team.

13. WHISTLE BLOWER / VIGIL MECHANISM POLICY

As Per Section 177(9) of the Companies Act, 2013 the company has constituted the Whistle Blower/Vigil Mechanism Policy which aims to provide inter-alia a mechanism for Directors and Employees of the Company to report any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, violation of Code of Conduct, etc., calling the attention of the Audit Committee.

Your Company has also provided adequate safeguards against victimization of whistleblowers who may express their concerns against such wrongdoings occurring in the organization. As per policy, the Company has also provided direct access to the Chairman of the Audit Committee.

14. AUDITORS

(a) STATUTORY AUDITORS

Your Company at its 17th Annual General Meeting (AGM) held on September 18, 2024 had appointed M/s Sarvam & Associates, Chartered Accountants (FRN: 007146N) as Statutory Auditors of the Company to hold office till the conclusion of AGM of the Company to be held in the year 2029.

Statutory Auditors Report

There is no qualification, reservation, adverse remark or disclaimer made by the Auditors in its Report for the Financial Year 2024-25 and no instance of fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

(b) SECRETARIAL AUDITORS

The Board had appointed M/s V Shubham & Co, Practicing Company Secretaries (CP No.: 26742) as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for the Financial Year 2025-26 pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder and Regulation 24A of SEBI (LODR) Regulations, 2015.

Secretarial Auditors Report

The Secretarial Audit Report for the Financial Year 2025-26 issued by the Secretarial Auditor does not contain any qualification, observation or adverse remark which require any explanation from the Board. The same is annexed as Annexure-II.

15. RISK MANAGEMENT

The Board is continually applying various risk identification methods for identifying elements of risks in different functional areas of the Company. The Board aims at developing a framework that enables activities to take place in a consistent and controlled manner. Major risks confronted by the management are systematically addressed through mitigating actions on a continuing basis.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments as per Section 186 of the Companies Act, 2013 are provided in notes to the financial statements for the year ended on March 31, 2026.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered as material or which is required to be reported in Form AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. Members may refer notes to the Standalone and Consolidated Financial Statements which sets out the related party disclosures.

18. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the Company at www.prlindia.com.

19. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on Financial Year ended March 31, 2026 will be available on the Companys website after conclusion of AGM and can be accessed at www.prlindia.com.

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

A. Conservation of Energy:

i) Steps taken or impact on conservation of energy: NA

ii) The steps taken by the Company for utilizing alternate sources of energy: NA

iii) Capital Investment on energy conservation equipments: NA

B. Technology Absorption:

a) Efforts made towards technology absorption:

The Company does not need any specific in-house R & D efforts.

b) The benefits derived include product improvement, cost reduction, product development or import substitution: Improved technology helps in reduction in cost without compromising the quality.

c) Information regarding imported technology (imported during last three years): NA

d) Expenditure on Research and Development (current year & last year): NIL

C. Foreign Exchange Earnings and Outgo:

The foreign exchange earnings and the foreign exchange outgo during theyear is as under:

( in lacs)

Particulars	As on 31st March, 2026	As on 31st March, 2025
Foreign Exchange Earnings	-	-
Foreign Exchange Outgo	-	-

21. PARTICULARS OF EMPLOYEES

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your company.

There were no employees drawing remuneration more than as stated under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

• During the Financial Year under review, there were no material changes and commitment affecting the financial position between the end of the financial year and the date of the report.

• Further, Pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus in respect of the IPO of the Company.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company has constituted an Internal Complaints Committee (“ICC”) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and has complied with all applicable requirements thereunder.

The Company has adopted a comprehensive Policy on Prevention of Sexual Harassment (“POSH Policy”) to provide a safe, secure, and respectful work environment for all employees. The Policy outlines the mechanism for prevention, prohibition and redressal of complaints relating to sexual harassment at the workplace.

To promote awareness and ensure compliance with the POSH Act, the Company conducts periodic awareness and sensitisation programmes for its employees and disseminates necessary updates and guidance through its website and other internal communication channels. Further, in compliance with the directions of the Ministry of Women and Child Development, the Company has registered itself on the SHe-Box Portal.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, effective from July 14, 2025, every company is required to include prescribed disclosures relating to compliance with the POSH Act in its Boards Report. Accordingly, the details for the Financial Year 2025-26 are as follows:

S. No.	Particulars	Disclosure
1.	The total number of sexual harassment complaints received during the relevant financial year	NIL
2.	The number of complaints resolved	NA
3.	The number of cases that remained unresolved for over 90 days	NIL
4.	The gender composition of employees employed by the company as of financial year-end (i.e, number of women, men and transgender employees)	Men: 217 Women: 20 Transgender: NIL

24. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to providing maternity benefits and related entitlements to eligible women employees in accordance with the requirements of the Act.

The Company also ensures that no woman employee is discriminated against on account of pregnancy or maternity and extends all statutory benefits, including maternity leave and other applicable facilities, in compliance with the law.

25. DISCLOSURES

Your Directors make the following disclosures during the year under review:

a) No Bonus Shares were declared for the current financial year.

b) Your Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF).

c) Your Company has not issued any Equity shares with Differential rights during the Year under review.

d) Your Company has not issued any Employees Stock options/ Sweat Equity Shares.

e) Your Company has not redeemed any Preference Shares or Debentures during the Year under review.

f) Your Company has not accepted any Public Deposits.

g) Your Company has not bought back any of its securities during the year under review.

h) No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Companys operations in future.

i) The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable on the Company.

j) The Company did not make any application under the Insolvency and Bankruptcy Code, 2016, and hence no proceeding is pending under the Code.

k) The requirement of stating the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise, and the same is not applicable on the Company.

l) The Managing Director did not receive any remuneration or commission from its Group Companies.

26. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2026 and state that:

a) The preparation of the Annual Accounts for the Financial Year ended on 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had 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) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) The Directors, in the case of listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively-NA

27. ACKNOWLEDGEMENT

Your Directors extend sincere gratitude to the customers, vendors, investors, bankers, business associates, consultants and various Government Authorities who have contributed to the continuous growth and performance of the Company. The success of your Company would be incomplete without the commendable efforts put in by the past and present employees of the Company. It is because of their hard work, persistence, solidarity, cooperation and support, the Company has been able to create a niche for itself.

For and on behalf of Board of Premier Roadlines Limited

Sd/-	Sd/-
Virender Gupta	Rakhi Gupta
Chairman & Managing Director	Whole Time Director
DIN: 01686194	DIN: 01686234
Add. D-75, Sec-30, Noida, 201301	Add. D-75, Sec-30, Noida-201301
Date: 03.07.2026
Place: Delhi