PDP Shipping & Projects Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take pleasure in presenting their Sixteenth (16^th) Annual Report on the Business and Operations of the
Company and the Accounts for the Financial Year ended 31^st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended 31^st March, 2025 and the previous financial
year ended 31^st March, 2024 is given below:

Particulars 31	-Mar-25 (? in Lakhs)		31-Mar-24 (? in Lakhs)
Revenue from Operations		2,181.77	2,051.60
Other Income		6.72	5.92
Total Income		2 ,188.49	2,057.52
Less: Expenditure		1886.64	1738.46
Profit before Depreciation	301.85		319.06
Less: Depreciation	35.18		8.59
Prior Period Adjustment	0.00		0.08
Profit before Tax		266.67	310.55
Current Tax		56.14	81.16
Deferred Tax		10.87	(2.08)
Tax pertaining to earlier years		(11.07)	0.00
Profit after Tax		210.72	231.47
Earning per equity share (in ?)		10.18	11.36

2. REVIEW OF OPERATIONS

During the year under review, the total Income from the operation was Rs. 2,181.77 Lakh as compared to Rs.
2,051.60 Lakh for the previous year and the same is increased by 6.35%. The Net Profit was Rs. 210.72 Lakh as
compared to Rs. 231.47 Lakh for the previous FY 2023-24, the same was decreased by 8.96%.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

During the year, the Company has not transferred any amount to General Reserve. As on 31^st March, 2025, the
Reserves and Surplus stood at Rs. 1597.11 Lakh comprising Surplus (Retained Earnings) Rs. 591.42 Lakh and
Securities Premium Reserve Rs. 1,005.69 Lakh.

4. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the
company and to conserve resources, the Directors do not recommend any dividend for year ended 31^st March, 2025.

5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are
not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor
Education and Protection Fund (IEPF). In FY 2024-25, there was no amount due for transfer to IEPF.

6. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual
Report.

7. SHARE CAPITAL

The Authorized Share Capital of the Company is ? 3,00,00,000 (Rupees Three Crore Only) divided into 30,00,000
(Thirty Lakh) Equity Shares of ? 10/- (Rupees Ten Only) each.

During the year under review no changes were made in the authorized share capital of the Company.

Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company stands at ? 2,03,74,240 (Rupees Two Crore Three Lakh
Seventy Four Thousand Two Hundred Forty Only) divided into 20,37,424 (Twenty Lakh Thirty Seven Thousand Four
Hundred Twenty Four) Equity Shares of ? 10/- (Rupees Ten Only) on March 31, 2024

Pursuant to the Initial Public Offer the Company has allotted 9,37,000 equity shares of ? 10/- (Rupees Ten Only) at
premium of ? 125/- (Rupees One Hundred Twenty Five Only) on March 13, 2025.

The Issued, Subscribed and Paid-up Capital of the Company stands at ? 2,97,44,240 (Rupees Two Crore Ninety Seven
Lakh Forty Four Thousand Two Hundred Forty Only) divided into 29,74,424 (Twenty Nine Lakh Seventy Four
Thousand Four Hundred Twenty Four) Equity Shares of ? 10/- (Rupees Ten Only) on March 31, 2025

8. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and
SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing
Regulations"), is presented in a separate section forming part of the Annual Report as "Annexure III".

9. STATE OF AFFAIRS OF THE COMPANY:

During the financial year under review, your Company continued to strengthen its position as an International
Freight Forwarding and Logistics solutions provider, focusing on end-to-end supply chain management for its valued
clients. The Company''s operations encompassed sea freight, air freight, project cargo, customs clearance,
warehousing, and multimodal transportation services, thereby ensuring comprehensive logistics support to both
domestic and global customers.

The year witnessed consistent business growth despite global uncertainties in the shipping and logistics sector
arising from volatility in freight rates, port congestions, and geo-political developments. Your Company leveraged its
expertise, global network partnerships, and customer-centric approach to maintain operational efficiency and sustain
profitability.

The Company continued to emphasize technology integration and process improvements, which enhanced service
quality, cost competitiveness, and timely delivery. Special attention was given to project logistics and customized
solutions, which remain key growth drivers for the Company.

The financial performance of the Company during the year reflects its commitment to resilience and long-term value
creation. The Board is confident that with the Company''s strong fundamentals, dedicated workforce, and expanding
client base, PDP Shipping & Project Limited is well-positioned to capitalize on opportunities in the global logistics
and supply chain industry.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the Financial Year 2024-25.

11. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company during the year under review.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments affecting the financial position of the company post-date of
signing of Balance Sheet of the company to the date of this report.

13. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by
directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the
Company.

Certificate of Non-Disqualification of Directors received from M Sancheti & Associates., Practicing Company
Secretary is annexed to the Board''s Report as "Annexure - IV"

14. REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in Annexed to this Report as "Annexure I".

15. ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2025 is available on the website of the Company at
www.pdpprojects.com.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors and Non¬
Executive Independent Directors.

During the review period and as of the report''s date, following changes took place in composition of the Board of
Directors and Key Managerial Personnel of the Company.

Name of the Director			Date of Change		Reason for Change
Mr. Abhyuday Chandra Verma			10.06.2024		Resignation from post of Director

ii. Retirement by Rotation of the Directors

In accordance with the provisions of Section 152 (6) the Companies Act, 2013 and the Articles of Association of the
Company, Mrs. Shalini Abhiuday Verma (DIN: 07040233), Director of the Company, retires by rotation and offers
herself for re- appointment as director at the ensuing Annual General Meeting.

The brief resume of Mrs. Shalini Abhiuday Verma (DIN: 07040233), the nature of her expertise in specific functional
areas, names of the companies in which he has held directorships, her shareholding etc. are furnished in the
Annexure - A to the notice of the ensuing Annual General Meeting.

During the Financial Year 2024-25 Mr. Animesh Kumar (DIN: 02534914), retired by rotation and being eligible for re¬
appointment offered himself and reappointed as director at the 15th Annual General Meeting of the Company.

iii. Independent Directors

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that
each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances
affecting their status as independent directors of the company.

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

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

Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the company was held on the 13^th
March 2025, without presence of Non-Independent Directors and members of the Management except Company
Secretary. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a
whole, performance of chairperson of the company and assessed the quality, quantity, and timelines of flow of
information between the company management and the Board. All the Independent Directors of the company were
present in the meeting.

17. FAMILIARISATION PROGRAMME FOR DIRECTORS

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

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

18. BOARD MEETINGS

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

Attendance:
Meeting
	1	2	3	4	*^5	6		8	9	10	11
	May 11	May 23,	June 25,	July 29,	August 26	November 12, December 3,		December 9,	January 27,	February 25,	March 13,	%
	2024	2024	2024	2024	2024	2024	2024	2024	2025	2025	2025
Mr. Animesh Kumar	0	0	0	0	0	0	0	0	0	0	0	100
Mrs. Shalini Verma	0	0	0	0	0	0	0	0	0	0	0	100
Mr. Sunil Mishra	H	H	0	0	0	H	0	0	0	H	0	64
Mr. Debabrata Samaddar	H	H	0	H	0	0	0	0	0	0	0	72
Mr. Yogesh Gupta	0	0	0	H	0	H	H	0	0	H	0	64
Mr. Abhyuday Chandra Verma	0	„ 0	0	_H	S	S	S .	S	S	S	S	100
0 Present H Leave of Absence S		Not Applicable

Mr. Abhyuday Chandra Verma resigned from the board with effect from June 10, 2024.

19. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mr.
Yogesh Gupta. During the year the committee met Six times. The composition of the Audit Committee as at March
31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Attendance:
				Meeting
Members	1	2	3	4	5	6
	June 25,	August 26	November 12,	December 9,	January 27,	March 13,	%
	2024	2024	2024	2024	2025	2025
Mrs. Shalini Verma	0	0	0	0	0	0	100
Mr. Sunil Mishra	0	0	0	W 0	0	0	100
Mr. Yogesh Gupta	0	0	0	0	0	0	83

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

Financial Reporting and Related Processes:

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

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

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

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

• Review the investments made by the Company.

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

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working
under Chairmanship of Mr. Sunil Mishra. During the year, the committee met one time with full attendance of all the
members. The composition of the Nomination and Remuneration Committee as at March 31, 2025 and details of the
Members participation at the Meetings of the Committee are as under:

Attendance:
		Meeting
Members
	June 25 2024	%
Mr. Sunil Mishra	0	100
Mr. Yogesh Gupta	0	100
Mr. Debabrata Samaddar	0	100
0 Present 0 Leave of Absence 0 Not Applicable

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

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

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

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

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

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

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

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under
Chairmanship of Mr. Debabrata Samaddar. The Committee is governed by a Charter, which is in line with the
regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time. The
composition of the Stakeholders Relationship Committee as at March 31, 2025 and details of the Members
participation at the Meetings of the Committee are as under:

Attendance:
Meeting
... 1
June 25, % 2024
Mr. Debabrata Samaddar 0 10(	0
Mr. Yogesh Gupta ^ 0 10(	0
Mrs. Shalini Verma 0 NI
0 Present 0 Leave of Absence 0 Not Applicable

The terms of reference of the Committee are:

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

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

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

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

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

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

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

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

• monitoring expeditious redressal of investors / stakeholders grievances;

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

During the year, no complaints were received from shareholders. There are no balance complaints. The Company
had no share transfers pending as on March 31, 2025.

20. BOARDS PERFORMANCE EVALUATION

The Board of Directors carried out an annual evaluation of the Board itself, its committees and individual Directors.
The entire Board carried out performance evaluation of each Independent Director excluding the Independent
Director being evaluated. The evaluation was done after taking into consideration inputs received from the Directors,
setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on
Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and
Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and
Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance
of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors,
Chairman of the Board and the Board as a whole.

21. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable to the Company and hence, your Company is not required to adopt the CSR
Policy or constitute CSR Committee during the year under review.

22. AUDITORS:

i. Statutory Auditors:

Statutory Auditor of the Company M/s MASD & Co. LLP, Chartered Accountants (FRN: 146249W/W101021) resigned
from their post with effect from 12^th November, 2024. Members of the Company in Extraordinary General Meeting of
the Company held on 15^th November, 2024 appointed M/s Bilimoria Mehta & Co., Chartered Accountants (FRN:
101490W), on the recommendation of the Audit committee and the Board, to fill casual vacancy due to resignation
of M/s MASD & Co. LLP as the statutory auditors of the Company.

M/s Bilimoria Mehta & Co. is a peer reviewed auditor firm and the appointment is upto the conclusion of this the
16^th Annual General Meeting of the Company. Your board on the recommendation of the Audit Committee
proposed to appoint M/s Bilimoria Mehta & Co. for a term of five consecutive years, from the conclusion of 16th
Annual General Meeting till the conclusion of the 21^st Annual General Meeting to be held in the year 2030.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s M Sancheti & Associates, a
firm of Practising Company Secretaries (ICSI Unique Code: S2011RJ149500), to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as "Annexure II.

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the
Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the applicability of
cost audits, as specified by the Central Government under Section 148 of the Companies Act, 2013, are not
applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of
section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, has reappointed Abhishek
M Agrawal & Co, Chartered Accountants, as the Internal Auditors of your Company for the financial year 2024-25.
The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the
Audit Committee and Board.

23. AUDITORS REPORT

The Statutory Auditor''s Report and Secretarial Auditor''s Report does not contain any qualifications, reservations or
adverse remarks. The Auditor''s Report and Secretarial Auditor''s Report do not contain any qualifications,
reservations, or adverse remarks impacting on financial or compliance controls. The Report of the Auditors is given
as an Annexure, which forms part of this report.

24. VIGIL MECHANISM

The company has implemented a Whistle Blower Policy/ Vigil Mechanism enabled its Directors, Employees and
Stakeholders to report their concerns regarding unethical behaviours, actual or suspected fraud or violation of the
company''s Code of Conduct or Policies. The said mechanism ensures adequate safeguard against victimization of
individuals who utilise it and provides direct access to the Chairman of the Audit Committee in exceptional cases.
The Audit Committee periodically reviews the effectiveness of this mechanism to ensure it proper functioning. The
Vigil Mechanism Policy has been uploaded on the website of the Company at
https://www.pdpprojects.com/Company_Policies.php.

25. INTERNAL AUDIT & CONTROLS

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

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

26. RISK ASSESSMENT AND MANAGEMENT

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

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

27. COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

i. Conservation of Energy

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

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

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

ii. Technology absorption

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

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

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

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

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

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

iv. Foreign exchange earnings and Outgo -

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

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Foreign Exchange Earnings	916.96	1592.54
Foreign Exchange Outgo	303.33	801.90

29. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial
statements.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arm''s length basis. Thus Disclosure in form AOC- 2 is not required.
Further, during the year, the Company had not entered into any contract / arrangement / transaction with related
parties which could be considered material in accordance with the policy of the Company on materiality of related
party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The
details of the related party transactions as required under Accounting Standard (AS) - 18 are set out in Note to the
financial statements forming part of this Annual Report.

31. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct for
Prevention of Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to
be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company''s website
www.pdpprojects.com.

32. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course
of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Act. There
were - no materially significant transactions with the related parties during the FY which were in conflict with the
interest of the Company.

33. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

34. SIGNIFICANT AND MATERIAL ORDERS:

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

35. FRAUD REPORTING

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

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

The Company is committed to maintaining a productive environment for all its employees at various levels in the
organization, free of sexual harassment and discrimination based on gender. The Company has framed a Policy on
Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013, and the rules made thereunder ("POSH Act"). The policy is available
on website on company https://www.pdpprojects.com/Company_Policies.php.

The Company has also set up Internal Complaints Committee(s) (''ICCs'') for each workplace, which is in compliance
with the requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has
formalized a free and fair enquiry process with a clear timeline.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Number of complaints filed during the financial year	Number of complaints disposed of during the financial year	Number complaints pending as on end of the financial year
NIL	NIL	NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2024 at its
jurisdictional office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender
sensitization. No pending complaints to be resolved for the financial year under review.

37. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as of 31^st March, 2025.

Male Employees: 14
Female Employees: 4

Transgender Employees: 0

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

38. Compliance with The Maternity Benefit Act, 1961

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

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

39. HUMAN RESOURCES

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

40. CORPORATE GOVERNANCE

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

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

41. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

42. INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the
reviews performed by management and the relevant board committees, including the audit committee, the board is
of the opinion that the Company''s internal financial controls were adequate and effective during the financial year
2024-25.

43. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 -
RULE 9 OF THE COMPANIES ACT 2013

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

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

44. LISTING WITH STOCK EXCHANGES:

Board of Directors of the Company approved the process of Listing of equity shares of the Company through Initial
Public Offering in their meeting held on 23^rd May, 2025 subject to the approval of the members of the Company and
subsequently approved by the members in their extraordinary general meeting held on 19^th June, 2024.

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

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

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

45. REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

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

46. CAUTIONARY STATEMENTS

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

47. GENERAL

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

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

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

48. ACKNOWLEDGEMENTS

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

Registered Office: By Order of the Board of Directors

A-606, Mahavir Icon, Plot Nos. 89 & 90 For PDP Shipping & Projects Limited

Sector 15, CBD Belapur, Navi Mumbai
Thane, Maharashtra, India, 400614
Tel : [phone]

CIN: U61100MH2009PLC192893 Animesh Kumar Shalini Abhiuday Verma

Website: www.pdpprojects.com (Managing Director) (Whole-time Director)

Email: [email protected] DIN: 02534914 DIN: 07040233

Navi Mumbai

Wednesday, 3^rd September, 2025