Directors Report of Pranik Logistics Ltd.

Mar 31, 2025

Your Directors are pleased to present the 11th Annual Report of the Company together with the Audited Financial
Statement and Auditors Report for the financial year ended 31st March, 2025.

Financial Highlights

The financial highlights of the Company during the financial year 2024-25 are given herein below:

Particulars	(? For the financial year For the financial year ended 31st March, 2025 ended 31st March, 2024
Profit/Loss before interest, Depreciation & Tax	1317.96	934.19
Less: Finance Cost	175.47	171.04
Less: Depreciation & Amortization Expense	281.29	206.10
Profit/ Loss before Tax	861.20	557.05
Less: Provision for Tax	215.75	157.61
Less: Deferred Tax	(1.02)	(7.12)
Profit / (Loss) after Tax	644.42	406.56
Less: Proposed Dividend & Tax thereon	-	-
a. Securities Premium Account
Opening balance	21.68	21.68
Add: Premium on shares issued during the year	1708.16	-
Closing balance	1729.84	21.68
b. Surplus/(Deficit) in Statement of Profit and Loss
Opening Balance	582.06	175.50
Add: Profit / (Loss) for the year	644.42	406.56
Less: Transfer into Capital Account (Bonus Share Issue)	(269.73)	-
Closing balance	956.75	582.06
Total Profit (Loss) Carried forward to Next year (a b)	2686.59	603.74

Dividend & Reserves

In order to meet the growing fund requirements and to conserve resources for future expansion, your Directors
have decided not to recommend any dividend for the financial year ended 31st March, 2025. The Company
continues to have an ongoing need for financial resources to support its growth and capital expenditure plans.
Further, no amount has been proposed to be transferred to the General Reserves for the year under review. The
entire profit earned during the year has been retained in the Statement of Profit and Loss to strengthen the
financial position of the Company.

Review of Operations

The financial year ended 31st March, 2025 marked a year of strong growth and operational resilience for your
Company in the logistics sector. The Company achieved a Profit before Interest, Depreciation and Tax (PBIDT) of
?1317.96 lakhs as compared to ?934.19 lakhs in the previous financial year, reflecting a healthy growth of over 41%,
driven by improved asset utilization, expanded client base, and cost efficiencies across our service network. The
Profit After Tax (PAT) increased to ?644.42 lakhs compared to ?406.56 lakhs in the previous year, representing a
growth of nearly 59%, indicating strong bottom-line performance. The Company has not proposed any dividend
for the year, in line with its strategic focus on reinvestment and strengthening of internal reserves.

The Securities Premium Account saw a substantial increase to ?1729.84 lakhs on account of premium received from
share issuance during the year. The Surplus in the Statement of Profit and Loss increased to ?956.75 lakhs from
?582.06 lakhs, after adjusting fora bonus share issue amounting to ?269.73 lakhs. Consequently, the total retained
earnings carried forward to the next financial year stood at ?2686.59 lakhs, a significant increase from ?603.74
lakhs in the previous year.

Your Company remains focused on expanding its logistics footprint, enhancing service efficiency, and leveraging
technology to scale operations profitably in the coming years.

Change in the Nature of Business

The Company is engaged in logistics and transportation activities, offering services across various segments of
the supply chain, including freight movement, distribution, warehousing support, and related operational solutions.
There has been no change in the nature of business of the Company during the financial year under review.

Material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report

There are no significant material changes or commitments which are likely to effect the financial position of the
company, which in the opinion of Board has an impact on the financial affairs of the company.

Details of significant & material orders passed by the regulators or courts or tribunals impacting the
going status and company''s operations in future

During the year under review, no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company''s operations in future.

Details on the Performance and Financial Position of Subsidiaries, Joint Ventures and Associate
Companies

As on 31st March 2025, the Company does not have any subsidiary, associate company, or joint venture, and
accordingly, the requirement of furnishing Form AOC-1 for the financial year ended 31st March, 2025 is not
applicable.

Deposits

The Company has not accepted or renewed any deposits from the public during the year under review in terms of
the provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014. Accordingly, there were no outstanding deposits as on 31st March, 2025, and the Company is in compliance
with the applicable provisions relating to deposits.

Changes in Share Capital

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at
f f

Bonus Issue

The Company allotted 26,97,250 equity shares as bonus shares on 23rd May, 2024, in the ratio of 1 (one) equity
share for every 2 (two) equity shares held, by capitalizing a part of the amount standing to the credit of free
reserves. Post the bonus issue, the paid-up share capital increased from f5,39,45,000 to f8,09/17,500, representing
80,91,750 equity shares of f

Initial Public Offering (IPO)

Subsequently, the Company successfully completed its Initial Public Offering (IPO) by issuing 29,18,400 equity
shares of face value f10 each at an issue price of f77 per share (including f67 as share premium). The allotment
was made on 15th October, 2024, and the equity shares were listed on the NSE Emerge Platform on 17th October,

f8,09,17,500 to f11,01,01,500,

comprising a total of 1,10,10,150 equity shares of f10 each as on 31st March, 2025.

The IPO generated a total share premium of f19,55,32,800, out of which f2,47,16,800 was incurred as IPO-related
expenses. Accordingly, f17,08,16,000 was credited to the Securities Premium Account. The Company has complied
with all applicable post-IPO reporting and disclosure requirements as prescribed by SEBI and the NSE Emerge
Platform.

Other Disclosures

During the year under review, the Company has not issued any shares with differential voting rights, nor has it
granted any stock options or sweat equity shares.

Board of Directors & Key Managerial Personnel (''KMP'')

The Board of Directors of Pranik Logistics Limited consists of a balanced combination of Executive, Non-Executive,
and Independent Directors, including Women Directors. The size and composition of the Board comply with the
provisions of the Companies Act, 2013 (the "Act") and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").

As on 31st March, 2025, the composition of the Board and Key Managerial Personnel is as follows:

Name	Designation	Category
Mr. Pranav Kumar Sonthalia	Managing Director	Executive
Ms. Shradha Kumari	Executive Director	Executive (Designation changed to Non¬ Executive w.e.f27th May, 2025)
Mrs. Minal Sonthalia	Non-Executive Director	Non-Executive
Mr. Raghuramankrishnamurthy Ganesan	Independent Director	Independent
Ms. Nimisha Bhadrakumar Shah	Independent Director	Independent (resigned on 24thJune, 2025)
Mr. Avinash Saigal	Chief Executive Officer	Key Managerial Personnel
Mr. Sujay Kundu	Chief Financial Officer	Key Managerial Personnel

Note: Mr. Ayon Biswas (ACS 65795) has resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 19th
February, 2025.

None of the Directors on the Board are disqualified from being appointed as Directors in terms of Section 164(2) of
the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules,
2014.

Details regarding remuneration of Directors will be disclosed in the Annual Return, available on the Company''s
website.

Appointments during the Financial Year 2024-25

During the year under review, the Board of Directors in accordance with the provisions of Section 149, Section 196,
and Section 203 of the Companies Act, 2013 read with the applicable rules thereunder and Regulation 17 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable, approved the
following appointments:

• Mr. Avinash Saigal was appointed as the Chief Executive Officer of the Company with effect from April 22,
2024, in accordance with Section 203(1) of the Act and designated as a KMR

• Mr. Raghuramankrishnamurthy Ganesan (DIN: 10637368) and Ms. Nimisha Bhadrakumar Shah (DIN: 10149047)
were appointed as Independent Directors, not liable to retire by rotation, with effect from 24^th May, 2024, in
accordance with the criteria laid down under Section 149(6) of the Act and Regulation 17(1)(b) of the Listing
Regulations. Their appointments were subject to approval by the shareholders at the ensuing Annual General
Meeting.

• It is further noted that Ms. Nimisha Bhadrakumar Shah tendered her resignation from the position of
Independent Director with effect from 24^th June, 2025. The Board appreciated for her valuable contributions
during her tenure.

• Further, the Board of Directors at its meeting held on 27^th May, 2025 and upon recommendation of Nomination
and Remuneration Committee appointed Mr. Nikunj Sonthalia (DIN: 08036743) as an Additional Director in the
Executive Category of the Company, liable to retire by rotation, whose appointment is subject to approval of
the shareholders at the ensuing Annual General Meeting.

• Further, the Board of Directors on the basis of the recommendation of Nomination and Remuneration
Committee (''NRC'') appointed Mr. Roshan Kumar (DIN: 07375146) as the new Additional Independent Director of
the Company, not liable to retire by rotation, w.e.f. 22nd July, 2025 whose appointment is subject to approval of
the shareholders at this Annual General Meeting.

Whole time Key Managerial Personnel

• Mr. Ayon Biswas (ACS 65795) resigned from the post of Company Secretary & Compliance Officer of the
company w.e.f. the close of working hours of 19^th February, 2025 due to personal reasons.

• Ms. Anushree Chowdhury (ACS 69161) was appointed by the Board of Directors on the recommendation of the
NRC as the Company Secretary & Compliance Officer of the Company with effect from 14^th April, 2025 and
was also designated as the KMP of the Company.

Statement on Declaration given by Independent Directors under Sub- Section (6) of Section 149

The Company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of independence as laid down in Section 149(6) of the Act, read with the Rules made thereunder
and Regulation 16 and 25 of the Listing Regulations.

The Independent Directors of the Company have also complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Ms.
Shradha Kumari (DIN: 08257480), eligible to retire by rotation, being eligible offered herself for re-appointment and
accordingly she was re-appointed at the Annual General Meeting (''AGM'') of the Company held on 30th
September, 2024.

Further, Mrs. Minal Sonthalia (DIN: 10456310) is due to retire by rotation at the ensuing Annual General Meeting, and
being eligible, offers herself for re-appointment. A brief resume of the Director being re-appointed as required
under Regulation 36(3) of the Listing Regulations forms a part of the Notice convening the ensuing AGM.

Nomination & Remuneration Policy

The Board of Directors have framed a policy which lays down a framework in relation to appointment,
remuneration and other matters provided in Section 178(3) of the Act for Directors, Key Managerial Personnel and
Senior Management Personnel of the Company. The same is also available on our website at
h ttps://oranikarouD.com/code -policies/.

Board Formal Annual Evaluation

An annual evaluation of the performance of the Board, its committees and of individual directors has been made
by the Board of Directors of the Company pursuant to the provisions of the Act and the Corporate Governance
requirements as prescribed under the Listing Regulations. The performance of the Board was evaluated after
seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee (''NRC'') reviewed the performance of the individual
directors on the basis of the criteria such as the 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. In addition, the performance of the Chairman of the meeting was also evaluated on the key
aspects of his role.

During the year under review, onefl) meeting of the Independent Directors were held on 27th March, 2025 where
independent directors evaluated the performance of non-independent directors, performance of the Board as a
whole and performance of the Chairman of the meetings, taking into account the views of executive directors and
non-executive directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

Familiarisation Programme

The Company has formulated a policy for the familiarisation of Independent Directors, which outlines their roles,
rights, responsibilities, and provides insights into the industry, business model, and related matters. This policy has
been made available on the Company''s website at https://pranikaroupcom/code-oolicies/.

However, in view of the Company''s listing on the NSE Emerge Platform, the requirements under Regulation 25(7)
and Regulation 46(2)(i) of the SEBI (LODR) Regulations, 2015 are not presently applicable. Accordingly, while the
policy is in place, no familiarisation programmes or training sessions have been conducted so far.

Committees of the Board

The Board of Directors has constituted the following Committees in accordance with the requirements of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 to assist in the efficient management and oversight of the
Company''s affairs:

• Audit Committee

The Audit Committee is responsible for overseeing financial reporting, internal controls, audit functions, and
compliance with statutory requirements. The composition and meetings of the Committee are in accordance with
Section 177 of the Companies Act, 2013 and applicable SEBI regulations. There has been no instance where the
Board has not accepted the recommendations of the Audit Committee.

• Nomination and Remuneration Committee

This Committee ensures that the Company has a formal and transparent process for the appointment and
remuneration of directors and key managerial personnel. It also evaluates performance and recommends
appropriate remuneration structures.

• Stakeholders Relationship Committee

The Committee addresses the grievances and concerns of stakeholders including shareholders and investors. It
ensures timely resolution of complaints and monitors shareholder services.

• IPO Committee

The Committee addresses the grievances and concerns of stakeholders including shareholders and investors. It ensures timely
resolution of complaints and monitors shareholder services.

Number of meetings of the Board of Directors and Committees

During the financial year 2024-25, twenty-five (25) Board Meetings were held. The intervening gap between the
Meetings was well within the period prescribed under the Companies Act, 2013.

Board Meetings held during the Year

Dates on which the Board Meetings were held	Total Strength of the Board	No. of Directors Present
22-04-2024	3	3
17-05-2024	3	3
23-05-2024	3	3
24-05-2024	5	3
26-05-2024	5	4
15-06-2024	5	5
19-06-2024	5	3
14-08-2024	5	3
28-08-2024	5	4
27-09-2024	5	3
30-09-2024	5	4
01-10-2024	5	4
04-10-2024	5	4
07-10-2024	5	4
09-10-2024	5	4
15-10-2024	5	4
15-10-2024	5	4
17-10-2024	5	4
21-10-2024	5	4
28-10-2024	5	4
13-11-2024	5	4
15-01-2025	5	3
14-02-2025	5	3
19-02-2025	5	4
13-03-2025	5	3

Committee Meetings held during the Year
Audit Committee

Dates on which the Meetings were held	Total Strength	No. of members present
14-08-2024	3	2
28-08-2024	3	2
13-11-2024	3	2
14-02-2025	3	2

Nomination and Remuneration Committee

Dates on which the Meetings were held	Total Strength	No. of members present
1 13-11-2024	3	2

Stakeholders Relationship Committee

Dates on which the Meetings were held	Total Strength	No. of members present
13-11-2024	3	2

Company''s Policy Relating to Directors Appointment, Payment of Remuneration and discharge of
their duties

The Company has adopted a Nomination and Remuneration Policy in compliance with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy
outlines the framework for the appointment, remuneration, and evaluation of Directors, Key Managerial Personnel
(KMP), and Senior Management. It specifies the criteria for identifying individuals who are qualified to be
appointed as Directors or in senior management roles, taking into account attributes such as integrity, relevant
experience, leadership abilities, independence, and diversity of perspectives. The policy also establishes principles
for determining remuneration, ensuring that it is aligned with market standards, the responsibilities undertaken,
and the overall performance of the Company, while upholding the interests of all stakeholders. Non-Executive
Directors are eligible to receive sitting fees and commissions, if applicable, within the statutory limits. Directors are
expected to perform their duties with integrity and in compliance with applicable laws, exercising due care, skill,
and diligence. Further, the performance of Directors is evaluated annually by the Board based on
recommendations of the Nomination and Remuneration Committee. This policy is subject to periodic review to
ensure its ongoing relevance and alignment with evolving legal requirements and best practices. A copy of the
Nomination and Remuneration Policy is available on the Company''s website at https://oranikgrouo.com/code-
oolicies/.

Auditors and Explanation to Auditor''s Remarks

Statutory Auditors

M/s. A John Moris & Co., Chartered Accountants (Firm Reg. No. 0072205), were appointed as the Statutory Auditors
of the Company following a casual vacancy arising from the resignation of

M/s. Anand Rajendra & Co. Subsequently, at the Annual General Meeting held on 30th September 2024,
M/s. A John Moris & Co. were appointed to hold office for a period of five years, until the conclusion of the Annual
General Meeting scheduled for 2029, to examine and audit the accounts of the Company. Further, in this regard,
the statutory auditors so appointed have submitted their written consent to the effect that their appointment as
statutory auditors of the Company, if made, will be as per the requirements as laid down under Section 139 and 141
of the Act read with rule 4 of Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for
appointment.

Further, M/s. A John Moris & Co., had also subjected themselves to peer review process of Institute of Chartered
Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI.

Statutory Audit

M/s. A John Moris & Co., Chartered Accountants (FRN: 0072205), the Statutory Auditor of your Company have
conducted the statutory audit of the Company for the financial year 2024-25. The Independent Auditors Report
for the financial year ended 31st March, 2025 forms a part of this Annual Report.

Board''s Comment on the Auditor''s Report

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors,
do not call for further comments. The Auditor''s Report does not contain any qualification, reservation or adverse
remark. No frauds were reported by auditors under sub-section (12) of section 143 of the Act.

Secretarial Auditor and Reports

The Board has appointed Mr. Vivek Rawal of M/s Rawal & Co. (CP No. 22687), Peer Review No. 5722/2024 Practicing
Company Secretary, to conduct the Secretarial Audit for the financial year 2024-25. The Company had provided
all assistance and facilities to the Secretarial Auditor for conducting their audit and the report of the Secretarial
Auditor for the financial year 2024-25 is annexed herewith and marked as Annexure A to this Report.

The Board reviewed the above Secretarial Audit Report and the Board is pleased to note that there are no major
concerns or adverse findings in the report. It reflects that the Company is following all applicable laws and
maintaining proper secretarial records.

Internal Auditors

Pursuant to Section 138(1) of the Act, Mr. Abhijit Majumdar, Vice President-Operations of the Company had been
appointed as the Internal Auditor of the Company for the financial year 2024-25 to conduct the Internal Audit of
the Company. The Internal Auditor reports to the Audit Committee of the Board and the report of Internal Audit is
also placed at the Meetings of the Audit Committee for review. No frauds were reported by the auditors under
sub-section (12) of Section 143 of the Act during the year under review.

Web address for Annual Return referred to in section 92(3) shall be published

In accordance with Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules 2014
(as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at
https:/ZDranikarouD.com/financial-information/

Management Discussion and Analysis Report

A separate report on Management Discussion and Analysis containing a detailed analysis of the Company''s
performance as per Regulation 34 of the Listing Regulations is annexed hereto as Annexure B and forms part of
this Annual Report.

Directors'' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

a. in the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material departures, if any;
the directors have selected such accounting policies and applied them consistently and made judgments and

b. 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 the statement of profit and loss of the company for that period;
the directors have 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

c. detecting fraud and other irregularities;

d. the directors have prepared the annual financial statements on a going concern basis;

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

f. 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.

Particulars of Loan, Guarantees and Investments under Section 186 of the Act

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for
which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the
Financial Statement.

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

Considering the nature of the Company''s business activities, there are no significant details to report regarding
conservation of energy and technology absorption during the financial year under review. The Company has not
incurred any expenditure on Research and Development (R&D) in the said period.

Nevertheless, the Company remains committed to efficient energy usage and actively seeks sustainable
alternatives wherever feasible. As part of its ongoing efforts to promote environmental responsibility, the Company
is gradually transitioning its operational vehicles to electric (EV) and compressed natural gas (CNG) models. This
move reflects the Company''s intent to reduce carbon footprint, enhance fuel efficiency, and support clean energy
initiatives, even though regulatory disclosures on this front may not be mandatory for its current scale of
operations.

Foreian exchanae earninas and outao:

Particulars	2024-25	2023-24
Foreign exchange earnings	—	—
Foreign Exchange outgo	—	—

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, the
Board of Directors, at its meeting held on 19th February, 2025, reviewed and adopted the Company''s Corporate
Social Responsibility (CSR) Policy. As the CSR obligation of the Company did not exceed ?50 lakh in the
immediately preceding financial year, the requirement to constitute a separate CSR Committee is not applicable
pursuant to the second proviso to Section 135(9) of the Act. Accordingly, the Board of Directors has assumed the
responsibilities of the CSR Committee and is overseeing the implementation and monitoring of CSR initiatives
directly. The CSR Policy of the Company is available on the Company''s website at:
https:/ZDranikciroup.com/cocle-Dolicies/. An Annual Report on CSR is annexed hereto as Annexure D.

Particulars of Contracts or Arrangements with Related Parties

Particulars of transactions entered into with Related parties have been disclosed in the Financial Statements.
During the financial year under review, all transactions entered into with related parties are in ordinary course of
business and thus do not fall under provisions of Section 188 of the Act. Accordingly, the disclosure on material
Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.

Risk Management

Your Company has developed and implemented a Risk Management framework which consist of plans & policies
pursuant to requirement of the provisions of the Act read with provisions of the Listing Regulations.

In this ever-changing economic environment, your Company is exposed to various risks such as market risk,
financial risk, liquidity risk, principal interest rate risk, credit risk and risks associated with the economy, regulations,
competition among others. The aforesaid Risk Management framework helps in identifying, assessing, monitoring
and mitigation of various risks to key business objectives. The Audit Committee of the company oversee and
evaluate overall risk management framework which is periodically reviewed by the Board of Directors to ensure
that the executive management controls the risk as per decided policy.

The risk management issues are discussed in detail in the Management Discussion and Analysis Report forming
part of this Directors'' Report.

Adequacy of Internal Financial Controls

The Company''s internal control systems are commensurate with the nature of its business and the size and
complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor
and cover all offices, warehouses, hubs and key business areas. Significant audit observations and follow up
actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness
of the Company''s internal control environment and monitors the implementation of audit recommendations,
including those relating to strengthening of the Company''s risk management policies and systems.

Policy on Prevention of Insider Trading

Your Company has adopted a "Code of Practice & Procedure for Fair Disclosure" as envisaged under SEBI
(Prohibition of Insider Trading) Regulations, 2015 with a view to Regulate trading in equity shares of the Company
by the Directors and Designated Employees of the Company. The said Code is available on the website of the
Company at the link: https://branikarouD.com/wD-content/uDloads/2024/06/Code-Of-Conduct-For-lnsider-
Tradina-I.odf.

Vigil Mechanism

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees
including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the
provisions of the Section 177(9) of the Act and the Listing Regulations with stock exchanges and it can be accessed
from the website of the Company. No personnel has been denied access to the Audit Committee. The Whistle
Blower Policy also provides for adequate safeguards against victimization of persons who use such mechanism
and the same is also available on the Company''s website at the link https://oranikarouD.com/wp-
content/uoloads/2024/06/Whistle-Blower-Policv.odf.

Human Resources

Your Company firmly believes that people are at the core of operational excellence in the logistics sector. We
continue to foster a safe, inclusive, and performance-driven workplace that supports both professional growth and
personal well-being. During the year under review, several employee engagement initiatives were undertaken to
build a motivated and aligned workforce. These included:

• Regular Employee Communication Session where senior management interacted directly with employees to
share business updates, address queries, and recognize performance.

• Departmental reviews and team-building activities to boost collaboration.

• Skill development workshops and on-the-job training to upskill operational and support teams.

• Reward and recognition programs to appreciate outstanding contributions.

• Festive celebrations and team-building activities to foster camaraderie across teams.

Given the nature of our logistics operations, the Company places a strong emphasis on safety and compliance.
Safety protocols were reinforced across warehouses, transportation hubs, and delivery routes. This included:

• Periodic driver safety training, use of PPE, and health check-up camps.

• Implementation of standard operating procedures (SOPs) to ensure zero-compromise on workplace safety.

• Regular safety audits and toolbox talks at operational sites.

The Company is also committed to enhancing diversity and inclusion across all levels. As of 31st March, 2025, the
total workforce employees stood at 976 employees. This includes 16 female employees who have been primarily
engaged in functional roles. While the logistics sector traditionally has lower female participation in operational
roles, the Company is actively working towards improving representation across functions. Focused retention
measures such as structured career growth, cross-functional mobility, and employee feedback mechanisms have
contributed to a stable and engaged workforce.

Overall, employee relations remained cordial and harmonious throughout the year, contributing to smooth
operations and strong service continuity.

Particulars of Employees

Details pursuant to section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as Annexure C

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule
5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Cost Records

The Company is not required to maintain cost records as specified by the Central Government under sub-section
(1) of section 148 of the Act.

Health, Safety and Environmental Protection

The Company has been complying with all the relevant applicable laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety. Further, in order to support the
"Green Initiative in the Corporate Governance" by the Ministry of Corporate Affairs, the Annual Report for the
financial year 2024-25 and the Notice of the 11th AGM of the Company are being sent through electronic mode to
all such Members whose email IDs/addresses are registered with the Company/Depository
Participants/Company''s Registrar & Share Transfer Agent.

Details of Significant & Material Orders Passed by The Regulators or Courts or Tribunal

During the year under review, there were no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future operations.

Insolvency and Bankruptcy Code, 2016

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 valuation done at time of one time settlement and valuation
done while taking loan from Banks/FI (s) along with reasons- N.A.

Pursuant to the disclosure requirements, the Company confirms that it has not entered into any One-Time
Settlement (OTS) with any Bank or Financial Institution during the year under review. Accordingly, the requirement
to disclose the difference between the valuation done at the time of such settlement and the valuation done while
availing the loan does not arise.

Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013

The Company has adopted a Policy on Prevention of Sexual Harassment at the Workplace in compliance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been duly constituted to address any complaints regarding sexual
harassment. The Company is committed to providing a safe, secure, and respectful work environment for all
employees. The said policy is available on the website of the Company at the weblink
httDs://DranikarouD.com/wD-content/uDloads/2024/06/Prevention-Of-Sexual-Harassment-Policv-1.Ddf.

During the financial year under review:

• The number of sexual harassment complaints received during the year - 0

• The number of such complaints disposed of during the year - 0

• The number of cases pending for a period exceeding ninety days - 0

Compliance with the Maternity Benefit Act, 1961

Pursuant to the amendment notified by the Ministry of Corporate Affairs vide MCA Notification G.S.R. 357(E), dated
30th May, 2025 (Companies (Accounts) Second Amendment Rules, 2025), effective from 14th July, 2025, the Board
hereby confirms that the Company is in full compliance with the provisions of the Maternity Benefit Act, 1961.
Appropriate policies and practices regarding maternity leave entitlements, nursing breaks, return-to-work support,
and related benefits are in place and adhered to during financial year 202425.

Disclosure on the Compliance of Secretarial Standards

The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India
on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

Corporate Governance

Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
provisions relating to Corporate Governance are not applicable to companies listed on the SME platform. As the
Company is listed on the SME platform of the National Stock Exchange of India Limited (NSE EMERGE), it is exempt
from complying with the requirements of Corporate Governance. Accordingly, a separate report on Corporate
Governance does not form part of this Annual Report.

Non-Applicability of the Indian Accounting Standards

Notification No. G.S.R. 111(E) dated February 16, 2015, companies listed on SME exchanges as referred to in Chapter
XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempt from the mandatory
adoption of Indian Accounting Standards (Ind AS) with effect from 1st April, 2017. As the Company is listed on the
SME Platform of NSE, it falls within the exempted category and is therefore not required to comply with Ind AS for
the preparation of its financial statements beginning with the accounting period starting on or after 1st April, 2017.

Disclosures Regarding Demat Suspense Account / Unclaimed Suspense Account

As all shares of the Company are held in dematerialised form, there is no outstanding equity in physical mode.
Accordingly, the provisions relating to disclosures under the Demat Suspense Account or Unclaimed Suspense
Account, as specified under Para F of Schedule V of the Listing Regulations are not applicable to the Company.

Disclosure requirements for certain types of agreements binding listed entities under Regulation
30A(2) of Listing Regulations

There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties,
directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate
company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or
indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or
impose any restriction or create any liability upon the listed entity as on the date of notification of clause 5A to
Para A of Part A of Schedule III of the Listing Regulations.

Acknowledgements

The Board of Directors extends its sincere gratitude to all stakeholders, including our shareholders, bankers, clients,
transport partners, warehouse operators, vendors, and regulatory authorities, for their continued trust, support,
and cooperation throughout the year.

We are especially thankful to our customers and logistics partners, whose association and feedback have
consistently driven us to enhance service delivery and operational efficiency.

The Board also places on record its appreciation for the Independent Directors, whose strategic insights and
guidance have helped steer the Company with prudence and vision. Their contributions, despite their other
professional commitments, have been instrumental in shaping key decisions during the year.

We further acknowledge the dedication and relentless efforts of our employees, across all levels - from
operations and fleet management to customer service and corporate functions. Their passion, agility, and
teamwork have been the driving force behind the Company''s ability to maintain service continuity and meet client
expectations in a highly dynamic logistics environment.

Together, with shared values and collective determination, we remain committed to building a resilient and agile
organization that creates long-term value for all stakeholders.

For & on behalf of the Board

Pranav Kumar Sonthalia Nikunj Sonthalia

Managing Director Director

Place: Kolkata
Date: 22nd July, 2025