Directors Report of Premier Roadlines Ltd.

Mar 31, 2025

The Board of Directors takes pleasure in presenting the 18th (Eighteenth) Annual Report on the business and operations
of the Premier Roadlines Limited (‘the Company'' or ‘PRL'') along with the Company''s Annual Audited Standalone and
Consolidated Financial Statements and Statutory Auditor''s Report thereon for the Financial Year ended on March 31, 2025.

1. COMPANY’S PERFORMANCE

The Company''s financial highlights, for the year under review along with previous year''s figures, are given
hereunder:

(Amount in '' Lacs, unless otherwise stated)

PARTICULARS	STANDALONE		CONSOLIDATED
	As on 31st March, 2025	As on 31st March, 2024	As on 31st March, 2025	As on 31st March, 2024
Revenue from Business Operations	28825.58	22854.31	28889.47	-
Other Income	22.53	3.56	22.99	-
Total Revenue	28848.12	22857.87	28912.47	-
Profit before tax	2111.05	1693.86	2117.31	-
Less: Tax Expense	542.47	431.44	543.36	-
Profit after Tax	1568.58	1262.42	1573.94	-
Share of profit/ (loss) in associate	-	-	-	-
Net profit after Tax	1568.58	1262.42	1573.94	-
Other Comprehensive Income/Loss	-	-	-	-
Total comprehensive Income/Loss	1568.58	1262.42	1573.94	-

Your Company''s total revenue on a standalone basis
has increased from '' 22854.31 Lacs in the previous
year to '' 28825.58 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 99.3% of the total revenue. The net profit on a
standalone basis amounted to '' 1568.58 Lacs in the
current year.

On consolidated basis, the total revenue is Rs. 28889.47
Lacs in the current year. The consolidated Net Profit
amounted to Rs. 1573.94 Lacs in the current year.

2. STATE OF COMPANY’S 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 250 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, defense, hydro, and EPC. In FY 2024-25,
PRL executed 35,739 orders for 695 clients, deploying
over 23,000 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 KEC International,
Megha Engineering, 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 high-investment phase in power
infrastructure and transformer manufacturing,

supported by government initiatives such as PM Gati
Shakti, the National Logistics Policy, and expanding
Green Energy Corridors. With transmission capacity
expansion and the shift toward renewable energy
integration, the movement of large transformers,
HVDC units, switchgear, and substations is expected
to rise sharply.

According to industry estimates, India''s transformer
market is expected to grow at a CAGR of 8.5% from
FY25 to FY32, driven by rising electricity demand,
grid modernization, and energy transition. These
developments present a strong opportunity for
logistics providers with the capability to manage ODC,
last-mile delivery, and site-specific unloading for large,
high-value power equipment.

Government spending remains a key driver — with
'' 11.21 lakh crore allocated for infrastructure
development in Union Budget 2025-26 and a

record '' 2.5 lakh crore spent on national highways
in FY25 alone. Better roads, multimodal corridors,
and digital logistics tools are expected to further
improve efficiency and expand addressable markets
for specialized logistics.

Business Outlook:

In FY 2025-26, PRL aims to deepen its engagement
in the power transmission and transformer sectors,
where the need for specialized logistics is rising. The
Company will continue to focus on:

• Strengthening its position as a preferred
transporter for large power equipment

• Supporting EPC clients with end-to-end
movement of transformers, switchyards, and civil
infrastructure material.

• Handling complex routes through engineering-
led planning and real-time execution

To support this vision, PRL has expanded its specialized
fleet by adding 7 pullers and 74 hydraulic axles,

enabling it to take on high-capacity jobs without
reliance on outsourced assets. These additions were
funded through a mix of IPO proceeds, internal
accruals, and bank finance.

PRL is also investing in ERP systems, automated
permit workflows and GPS tracking, which allow
project teams and clients to monitor vehicle location,
cargo status, and transit timelines in real time.

Through its wholly owned subsidiary, Premier
Worldwide Logistics Pvt. Ltd. (Formerly known as
PRL Supply Chain Solutions Pvt. Ltd.), the Company
is expanding into global freight, warehousing and
integrated 3PL services, offering comprehensive
supply chain solutions for large manufacturers and
project owners.

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 rising transformer production, energy transition
goals, and robust government capex, the Company
expects continued order flow from existing clients
and new opportunities from public and private sector
power infrastructure projects.

The Company''s strategic focus on asset optimization,
digital enablement and sector-specific execution

ensures that it will continue delivering safe, reliable,
and timely logistics solutions across India.

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 31^st March, 2025.

5. SHARE CAPITAL

During the Financial Year under review:

a. The Authorized Equity Share Capital of the
Company as on 31^st March, 2025 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
31^st March, 2025 is '' 22,86,25,470/- divided into
2,28,62,547 Equity Shares of '' 10/- each.

Details of Changes in Paid-up Share Capital:

The Board of Directors, in their meeting held on May
15, 2024, approved the allotment of 60,24,000 Equity
Shares of '' 10 each at an issue price of '' 67 per share
(including a premium of '' 57 per share) under the
Initial Public Offer that opened on May 10, 2024 and
closed on May 14, 2024.

6. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount
to reserves. The amount of the Net Profit of '' 1568.58
Lacs carried to the Reserves and Surplus as shown in
notes to the financial statements for the year ended
on March 31, 2025.

7. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

During the Financial Year under review, the Company
acquired a 100% stake in Premier Worldwide Logistics
Private Limited on November 12, 2024, thereby making

it a wholly-owned subsidiary. As on March 31, 2025,
the Company does not have any Joint Venture and
Associate Company.

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 Company''s 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 2024-25:

During the Financial Year 2024-25, 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. Naveen Bansal has resigned as a Non¬
Executive Director of the Company with
effect from July 03, 2024.

• Mr. Amit Kumar has been appointed as an
Additional Non-Executive Director of the
Company with effect from August 01, 2024 by
the Board and Regularize as Non-Executive
Director of the Company with effect from
September 18, 2024 by shareholders of the
Company.

As on 31^st March, 2025, Pursuant to the provisions
of Section 203 of the Companies Act, 2013,
following are the Key Managerial Personnel''s 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. 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 Non-Executive Independent
Director of the Company with effect from May
21, 2025.

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

c) Retirement by Rotation at the ensuing AGM:

Mrs. Rakhi 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 Mrs. Rakhi Gupta has been
incorporated in the notice convening the 18th
AGM of the Company.

The Board shall take note of the same and
recommend her re-appointment.

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
2024-25. 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
and Mrs. Dipti Gupta, 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 2024-25 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 Director''s 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 31.03.2025 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.	Mr. Amit Kumar	Non-Executive Director
5.	Mrs. Megha Agarwal	Independent Director
6.	Mr. Sunil Gupta	Independent Director

During the Financial Year 2024-25, the Board met
09 (Nine) 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 2024-25 is
given herein below:

S. No.	Date of Board Meetings	Mr. Virendra Gupta	Mrs. Rakhi Gupta	Mr. Samin Gupta	Mr. Sunil Gupta	Mr. Amit Kumar	Ms. Megha Aggarwal	Mr. Naveen Bansal *
1.	01.04.2024	?	?	?	?		?	?
2.	03.05.2024	?	?	?	?		?	?
3.	09.05.2024	?	?	?	?		?	?
4.	15.05.2024	?	?	?	?		?	?
5.	07.06.2024	?	?	?	?		?	?
6.	01.08.2024	?	?	?	?		?	-
7.	24.09.2024	?		?				-
8.	12.11.2024	?	?	?	?	?	?	-
9.	24.01.2025	?		?				-

*Mr. Naveen Bansal has been resigned as an Additional Non-Executive Non-Independent Director of the Company with effect
from July 03, 2024.

(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, 2025, the Audit Committee comprised of 3 (three) members with 2 (two) Independent
Directors. The Chairman of the Audit Committee is Non-Executive Independent Director.

S. No.	Name	Position
1.	Mr. Sunil Gupta	Chairman
2.	Mrs. Megha Agarwal	Member
3.	Mr. Samin Gupta	Member

During the Financial Year under review, 3 (Three) 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 2024-25 are given as under:

S. No.	Name of Members	07.06.2024	01.08.2024	12.11.2024
1.	Mr. Sunil Gupta	?	?	?
2.	Mr. Samin Gupta	?	?	?
3.	Ms. Megha Aggarwal	?	?	?

(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, 2025, the NRC Committee
comprised of 3 (Three) members all being Non¬
Executive Directors, with majority of them being
Independent Directors. The Chairman of the
NRC Committee is a Non-Executive Independent
Director.

S. No.	Name	Position
1.	Mr. Sunil Gupta	Chairman
2.	Mrs. Megha Agarwal	Member
3.	Mr. Amit Kumar	Member

During the Financial Year under review, 1 (One)
meeting of the NRC Committee was held. The
details of the composition of the NRC Committee
and of its meetings held during the Financial Year
2024-25 are as under:

(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 Company''s
Corporate Social Responsibility Policy and

S. No.	Name of Members	01.08.2024
1.	Mr. Sunil Gupta	?
2.	Mrs. Megha Agarwal	?
3.	Mr. Amit Kumar	-

assessing its Corporate Social Responsibility
performance.

As on March 31, 2025, the CSR Committee
comprised of 3 (Three) members:

S. No.	Name	Position
1.	Mr. Virender Gupta	Chairman
2.	Mrs. Rakhi Gupta	Member
3.	Mr. Sunil Gupta	Member

During the Financial Year under review, 2 (Two)
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
2024-25 are as under:

S. No.	Name of Members	07.06.2024	12.11.2024
1.	Mr. Virender Gupta	?	?
2.	Mrs. Rakhi Gupta	?	?
3.	Mr. Sunil Gupta	?	?

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 Auditor’s 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 SJ Kumar &
Associates, Practicing Company Secretaries
(CP No.: 24195) as the Secretarial Auditors of
the Company to conduct the Secretarial Audit
of the Company for the Financial Year 2024-25
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 Auditor’s Report

The Secretarial Audit Report for the Financial Year
2024-25 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, 2025.

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 arm''s 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, 2025 will be available
on the Company''s 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
equipment’s: 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 the year is as under:

Particulars	As on	As on
	31st March,	31st March,
	2025	2024
Foreign Exchange	-	57.61
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, the
Company acquired a 100% stake in Premier
Worldwide Logistics Private Limited on November
12, 2024, thereby making it a wholly-owned
subsidiary.

• 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 and has complied with the provisions
in this respect as are applicable under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013. There was no
complaint received from any employee during the
year nor any complaint pending or outstanding for
redressal as on March 31, 2025. The Company conducts
awareness programs at regular intervals, and provides
necessary updates / guidance through its website and
through other employee communication channels.

24. 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 Company''s 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.

25. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board ofDirectors 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 31^st March, 2025 and state that:

a) The preparation of the Annual Accounts for
the Financial Year ended on 31st March, 2025,
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

26. 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: 09.07.2025
Place: Delhi

---

Mar 31, 2024

The Board of Directors takes pleasure in presenting the 17^th (Seventeenth) Annual Report on the business and operations of the Premier Roadlines Limited (‘the Company'' or ‘PRL'') along with the Company''s Annual Audited Standalone Financial Statements and Statutory Auditor''s Report thereon for the Financial Year ended on March 31, 2024.

1. COMPANY’S PERFORMANCE

The Company''s financial highlights, for the year under review along with previous year''s figures, are given hereunder:

(Amount in '' lacs, unless otherwise stated)
Particulars	As on 31st March, 2024	As on 31st March, 2023
Revenue from Business Operations	22,854.31	19,192.65
Other Income	3.56	12.94
Total Revenue	22,857.87	19,205.59
Profit before tax	1,693.86	965.18
Less: Tax Expense	431.44	245.32
Profit after Tax	1,262.42	719.85
Share of profit/ (loss) in associate	-	-
Net profit after Tax	1,262.42	719.85
Other Comprehensive Income/Loss	-	-
Total Comprehensive Income/Loss	1,262.42	719.85

Your Company''s total revenue on a standalone basis has increased from '' 19,205.59 Lacs in the previous year to '' 22,857.87 Lacs in the current year. Out of the total revenue, the major portion of the revenue came Domestic Transport Operations which stood at about 99.48% of the total revenue. The net profit on a standalone basis amounted to '' 1,262.42 Lacs in the current year.

2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

About Us:

Established in 2008, Premier Roadlines Ltd (PRL) is an IBA approved & ISO Certified surface logistics service provider of dry cargo ranging from 1MT to 250 MT with a well-established PAN India network. The Company offers tailored logistics solutions to marquee clients in various sectors which includes Project logistics, Over-dimensional cargo/Over-weight, Contracted Integrated Logistics and General Logistics. The Company serves various industries like energy, power, oil & gas, etc. rendered through third-party operators with Trucks, Trailers, Hydraulic Axles, etc. In FY 20232024, the Company served 26,460 orders of 940 customers and moved 19,851 vehicles on a Pan India basis. The Company clearly focused on providing quality services at competitive price to its customers resulting into repetitive work orders from them, enabling it to sustain and grow the business model for the benefit of the Customers.

Market Outlook:

The road map for coming years includes new understanding of customer value and increase of supply chain services.

The performance of the Company has been very stable and Growth indicators like Revenue, Net Profit, EBITDA showing upward trends in comparison to previous financial year. A positive trend has been seen in the revenue and net profit of the company as compared to the previous financial year.

Business Outlook:

The main revenue stream of the Company is Transport Operations. The Company increases the goods transportation network across India through aggressively penetrating in the domestic markets by expanding transportation network to enhance visibility.

Further, the Company also focused on technological infrastructure as having a robust ERP system helps in outsourcing large fleet from small third-party operators with ease. Each of the vehicles were mapped with the GPS tracking software to give real time visibility to its customers.

Future Outlook:

The Company continues to extend its services to additional industrial sectors i.e. defence, renwable energy and real base along with expanding customer

base in existing industrial sectors as it focusses on adhering to the quality standards to get multiple orders which reflects in building its brand image and establishing strong, mutually beneficial long term relationships with Transporters, Small Fleet Owners, Agents and Customers.

Moreover, the Company also planning to expand its tech activities to further streamline large scale activities.

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, 2024.

5. SHARE CAPITAL

a. The Authorized Equity Share Capital of the Company as on 31^st March, 2024 is '' 25,00,00,000/-divided into 2,50,00,000 Equity Shares of Rs.10/-each.

Details of Changes in Authorised Capital:

The members in their Extra Ordinary General Meeting held on December 29, 2023 had approved the increase in Authorized Share Capital of the Company from existing Rs. 3,75,00,000 (Three Crores Seventy Five Lakhs Only) divided into 37,50,000 (Thirty Seven Lakh Fifty Thousand) Equity Shares of face value Rs. 10/- each to Rs.25,00,00,000 (Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of face value of Rs. 10/- each.

b. The Paid-up Share Capital of the Company as on 31^st March, 2024 is '' 16,83,85,470/- divided into 1,68,38,547 Equity Shares of '' 10/- each.

Details of Changes in Paid-up Share Capital:

The members in their Extra Ordinary General Meeting held on December 29, 2023 had approved the Bonus Issue of '' 15,30,77,700/- divided into 1,53,07,770 Equity Shares of '' 10 each in the ratio of 10:1 i.e., 10 (Ten) Equity Shares of nominal value of '' 10/- each for every 1(One) Equity Share of nominal value of '' 10/.

6. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to reserves. The amount of the Net Profit of '' 1262.42/-carried to the Reserves and Surplus as shown in notes to the financial statements for the year ended on March 31, 2024.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2024, the Company does not have any Subsidiary, Joint Venture and Associate Company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Change in Directors and Key Managerial Personnel during the Financial Year 2023-24:

During the Financial Year 2023-24, 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:

• Ms. Megha Aggarwal has been appointed as an Additional Independent Director of the Company with effect from October 06, 2023 by the Board and Regularize as Independent Director of the Company with effect from December 29, 2023 by shareholders of the Company.

• Mr. Pankaj Garg has resigned as an Independent Director of the Company with effect from October 07, 2023.

• Mr. Naveen Bansal has been appointed as an Additional Non-Executive NonIndependent Director of the Company with effect from December 22, 2023 by the Board and Regularize as Non-Executive Non-Independent Director of the Company with effect from December 29, 2023 by shareholders of the Company.

• Mr. Gaurav Chakarvati has been appointed as Company Secretary & Compliance Officer with effect from December 22, 2023.

As on 31^st March, 2024, Pursuant to the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel'' s 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. Naveen Bansal, has resigned from the position of Non-Executive Non-Independent Director of the Company with effect from July 03, 2024.

c) Retirement by Rotation at the ensuing AGM:

Mr. Virender Gupta has been longest in office, retires by rotation at the forthcoming AGM, and being eligible offers himself for re-appointment. Resolution seeking members'' approval to the appointment Mr. Virender Gupta has been incorporated in the notice convening the 17^th AGM of the Company.

The Board shall take note of the same and recommend his re-appointment.

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 2023-24. 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, Mr. Sunil Gupta and Ms. Megha Agarwal, 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 2023-24 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 Director''s 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 31.03.2024 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.	Mr. Sunil Gupta	Independent Director
5.	Mrs. Megha Agarwal	Independent Director
6.	Mr. Naveen Bansal	Non-Executive Director

During the Financial Year 2023-24, the Board met 16 (Sixteen) times and the intervening gap between any two meetings was within the allowed gap pursuant to the Companies Act, 2013.

(b) Audit CommitteeComposition, 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, 2024, the Audit Committee comprised of 3 (three) members with 2 (two) Independent Directors. The Chairman of the Audit Committee is Non-Executive Independent Director.

S.No		Name			Position
1.		Mr. Sunil Gupta			Chairman
2.		Mrs. Megha Agarwal			Member
3.		Mr. Samin Gupta			Member
During the Financial Year under review, 5 (Five) 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 2023-24 are given as under:
S. No.	Name of Members		04.09.2023	03.02.2024		06.02.2024	04.03.2024	29.03.2024
1.	Mr. Pankaj Garg*		?					-
2.	Mrs. Rakhi Gupta		?					-
3.	Mr. Sunil Gupta			?		?	?	?
4.	Mr. Samin Gupta			?		?	?	?
5.	Ms. Megha Aggarwal*			?		?	?	?
*Mr. Pankaj Garg has resigned as an Independent Director of the Company with effect from October 07, 2023* **Ms. Megha Aggarwal has been appointed as an Additional Independent Director of the Company with effect from October 06, 2023.

(c) Nomination and Remuneration CommitteeComposition, 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, 2024, the NRC Committee comprised of 3 (three) members all being Non-

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

S. No.	Name	Position
1.	Mr. Sunil Gupta	Chairman
2.	Mrs. Megha Agarwal	Member
3.	Mr. Naveen Bansal	Member

(d) Corporate Social Responsibility CommitteeComposition, 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 Company''s Corporate Social Responsibility Policy and assessing its Corporate Social Responsibility performance.

As on March 31, 2024, the CSR Committee comprised of 3 (Three) members.
S.No	Name	Position
1.	Mr. Virender Gupta	Chairman
2.	Mrs. Rakhi Gupta	Member
3.	Mr. Sunil Gupta	Member

During the Financial Year under review, 2 (Two) meetings of the CSR Committee were held. The details of its meetings held during the Financial Year 2023-24 are as under:

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, selfassessment, 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

The Company has appointed M/s Suresh & Associates, Chartered Accountants (FRN: 003316N), as the Statutory Auditors of the Company in the Financial Year 2019 to hold office till the conclusion of 17^th Annual General Meeting of the Company to be held in the Financial Year 2024.

As the term of the Statutory Auditor is going to expire in the ensuing Annual General Meeting of the Company, the Board in its meeting dated 01.08.2024 has recommended the appointment of M/s Sarvam & Associates, Chartered Accountants (FRN: 007146N) as Statutory Auditors of the Company for the period of 5 years subject to the approval of shareholders in the ensuing Annual General Meeting.

Statutory Auditor’s Report

There is no qualification, reservation, adverse remark or disclaimer made by the Auditors in the Auditor''s Report 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 Company was not falling under the applicability to appoint Secretarial Auditor during the Financial Year 2023-24 pursuant to Section 204 of the Companies Act, 2013.

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, 2024.

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 arm''s 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 Financial Statement 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-I 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, 2024 is available on the Company''s website 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 equipment’s: 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): NILC. Foreign Exchange Earnings and Outgo:

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

('' in lacs)
Particulars	As on	As on
	31st March,	31st March,
	2024	2023
Foreign Exchange	57.61	95.25
Earnings
Foreign Exchange	-	5.90
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

Details of Initial Public Offer (IPO):

The Company made its public offer of equity shares by way of fresh issue of equity shares in accordance with Chapter IX of SEBI (ICDR) Regulations, 2018, as amended thereof. The details of which are specified herein below:

• The Board of Directors of the Company in their meeting held on February 08, 2024 had approved the filing of Draft Red Herring Prospectus (DRHP) with NSE Limited on SME Segment.

• The Initial Public Offer was opened on May 10, 2024 and closed on May 14, 2024 wherein 60,24,000 Equity Shares were offered for public issue at a price of '' 67 (including a Share premium of '' 57 per Equity Share) per share aggregating to '' 4036.08 lakhs.

• The Company''s IPO has received an overwhelming response and got oversubscribed by more than 100 times.

• The shares were allotted on May 15, 2024 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. NSE Limited.

• Subsequently, the Equity shares of the Company were listed on NSE Limited under SME segment with effect from May 17, 2024.

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 and has complied with the provisions in this respect as are applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no complaint received from any employee during the year, nor any complaint pending or outstanding for redressal as on March 31, 2024. The Company conducts awareness programs at regular intervals, and provides necessary updates / guidance through its website and through other employee communication channels.

24. DISCLOSURES

Your Directors make the following disclosures during

the year under review:

a) Your Company has capitalized the sum of '' 15,30,77,700/- by way of issuance of Bonus Shares to the Existing Shareholders of the Company in the ratio of 10:1.

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 Company''s 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.

25. 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 31^st March, 2024 and state that:

a) The preparation of the Annual Accounts for the Financial Year ended on 31^st March, 2024, 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

26. 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.