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EQUITY - MARKET SCREENER

Pranik Logistics Ltd
Industry :  Miscellaneous
BSE Code
ISIN Demat
Book Value()
93248
INE0VJG01014
40.7944033
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
PRANIK
6.56
46.85
EPS(TTM)
Face Value()
Div & Yield %
6.49
10
0
 

As on: Aug 20, 2026 04:19 AM

To,

The Members,

Your Directors are pleased to present the 12th Annual Report of the Company together with the Audited Financial Statement and Auditors Report for the financial year ended 31sl March, 2026.

Financial Highlights

The financial highlights of the Company during the financial year 2025-26 are given herein below:

(Rs. In Lacs)
Particulars For the financial year ended 31st March, 2026 For the financial year ended 31stMarch, 2025
Profit/Loss before interest, Depreciation & Tax 1717.27 1317.96
Less: Finance Cost 279,56 175,47
Less: Depreciation & Amortization Expense 497.45 281.29
Profit/ Loss before Tax 940.26 861.20
Less: Provision for Tax 245.68 215.75
Less: Deferred Tax 9.34 (1.02)

Profit / (Loss) after Tax

703.92 644.42
Less: Proposed Dividend & Tax thereon - -

a) Securities Premium Account

Opening balance 1729,84 21.68
Add: Premium on shares issued during the year - 1708.16
Closing balance 1729.84 1729.84

b) Surplus/(Deficit) in Statement of Profit and Loss

Opening Balance 956.75 582.06
Add: Profit / (Loss) for the year 703.92 644.42
Less: Transfer into Capital Account (Bonus Share Issue) (269.73)
Closing balance 1660.67 956.75

Total Profit (Loss) Carried forward to Next year (a+b)

3390.51 2686.59

Dividend & Reserves

In order to meet the growing fund requirements and to conserve resources for future expansion, your Directors have decided not to recommend any dividend for the financial year ended 31s1 March, 2026. The Company continues to have an ongoing need for financial resources to support its growth and capital expenditure plans.

Further, no amount has been proposed to be transferred to the General Reserves for the year under review. The entire profit earned during the year has been retained in the Statement of Profit and Loss to strengthen the financial position of the Company.

Review of Operations

The financial year ended 31st March, 2026 marked another year of steady growth and operational resilience for your Company in the logistics sector. The Company achieved a Profit before Interest, Depreciation and Tax (PBIDT) of Rs.1,717.27 lakhs as compared to Rs. 1,317.96 lakhs in the previous financial year, registering a growth of approximately 30%, driven by improved asset utilization, expansion of the client base, and enhanced cost efficiencies across the service network. The Profit after Tax (PAT) increased to Rs.703.92 lakhs from Rs.644.42 lakhs in the previous year, reflecting a growth of approximately 9% and demonstrating the Company’s continued focus on profitability and operational excellence. In line with its strategic objective of strengthening internal accruals and supporting future growth initiatives, the Board has not recommended any dividend for the financial year under review.

The Surplus in the Statement of Profit and Loss increased to Rs. 1,660.67 lakhs from Rs.956.75 lakhs during the year. Consequently, the total retained earnings carried forward to the next financial year stood at Rs.3,390.51 lakhs as against X2,686.59 lakhs in the previous year.

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

Change in the Nature of Business

The Company is engaged in logistics and transportation activities, offering services across various segments of the supply chain, including freight movement, distribution, warehousing support, and related operational solutions. During the financial year under review, the Company commenced sorting, grading, and repacking services to strengthen its integrated logistics offerings. However, there has been no change in the nature of business of the Company during the year.

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

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

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

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

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

As on 31st March 2026, the Company does not have any subsidiary, associate company, or joint venture, and accordingly, the requirement of furnishing Form AOC-1 for the financial year ended 31s1 March, 2026 is not applicable.

Deposits

The Company has not accepted or renewed any deposits from the public during the year under review in terms of the provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no outstanding deposits as on 31st March, 2026, and the Company is in compliance with the applicable provisions relating to deposits.

Changes in Share Capital

The Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs.11,01,01,500, comprising 1,10,10,150 equity shares of Rs.10 each as on 31st March, 2026. There has been no change in the authorized and paid up capital of the Company during the year under purview. Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on 31st March, 2026, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Board of Directors & Key Managerial Personnel CKMP11)

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

As on 31st March, 2026, the composition of the Board and Key Managerial Personnel is as follows:

Name Designation Category'
Mr. Pranav Kumar Sonthalia Managing Director Executive
Mr. Nikunj Sonthalia Whole-time Director Executive (appointed w.e.f. 27,h May, 2025 and classified as Promoter w.e.f. 25th March, 2026)
Mrs. Minal Sonthalia Non- Independent Director Non-Executive
Mr. K G Raghuraman Independent Director Non-Executive
Mr. Roshan Kumar Bajaj Independent Director Non-Executive (appointed w.e.f. 22nd July, 2025)
Mr. Avinash Saigal Chief Executive Officer Key Managerial Personnel
Mr. Sujay Kundu Chief Financial Officer Key Managerial Personnel
Ms. Anushree Chowdhury Company Secretary Key Managerial Personnel

Note:

1. Ms. Nimisha Bhadrakumar Shah (DIN: 10149047) resigned from the position of Independent Director and from all Board Committees with effect from 24'h June, 2025.

2. Ms. Sliradlia Kumari (DIN: 08257480) resigned from the position of Director and from all Board Committees with effect from I4'h November, 2025.

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

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

Appointments during the Financial Year 2025-26

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

- Based on the recommendation of the Nomination and Remuneration Committee, Mr. Nikunj Sonthalia (DIN: 08036743) was appointed as an Additional Director in the executive category, liable to retire by rotation, with effect from 27th May, 2025. Subsequently, he was appointed as the Whole-time Director of the Company with effect from 20th August, 2025 upon approval of the shareholders at the Annual General Meeting. He was further classified as a Promoter of the Company with effect from 25th March, 2026, pursuant to the applicable regulatory approvals and disclosures.

- Based on the recommendation of the Nomination and Remuneration Committee, Mr. Roshan Kumar Bajaj (DIN: 07375146) was appointed as an Additional Director in the category of NonExecutive Independent Director of the Company with effect from 22nd July, 2025. Subsequently, his appointment as a Non-Executive Independent Director, not liable to retire by rotation, was approved by the shareholders with effect from 20th August, 2025.

Whole time Key Managerial Personnel

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

Resignation daring the Financial Year 2025-26:

- Ms. Nimisha Bhadrakumar Shah (DIN: 10149047) has tendered her resignation from the position of Independent Director and from all Board Committees with effect from 24th June, 2025. The Board appreciated her valuable contributions during her tenure.

- Ms. Shradha Kumari (DIN: 08257480) has tendered her resignation from the position of Director and from all the Board Committees with effect from 14th November, 2025. The Board further appreciated her valuable contributions during her tenure.

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

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

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nikunj Sonthalia (DIN: 08036743), Director of the Company, retires by rotation at the ensuing Annual General Meeting to be held on 6th August, 2026 and, being eligible, has offered himself for re-appointment. The Board of Directors has recommended his re-appointment for approval of the shareholders at the said Annual General Meeting. A brief resume of the Director being re-appointed as required under Regulation 36(3) of the Listing Regulations forms a part of the Notice convening the ensuing Annual General Meeting.

Nomination & Remuneration Policy

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

Board Formal Annual Evaluation

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

The Board and the Nomination and Remuneration Committee (‘NRC’) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of the Chairman of the meeting was also evaluated on the key aspects of his role.

During the year under review, one (1) meeting of the Independent Directors were held on 13th March, 2026 where independent directors evaluated the performance of non-independent directors, performance of the Board as a whole and performance of the Chairman of the meetings, taking into account the views of executive and non-executive directors.

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

The Company has formulated a policy for the familiarisation of Independent Directors, which outlines their roles, rights, responsibilities, and provides insights into the industry, business model, and related matters. This policy has been made available on the Company's website at https ://pranikgroun. com/c ode-po 1 ic ies/.

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

Committees of the Board

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

- Audit Committee

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

- Nomination and Remuneration Committee

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

- Stakeholders Relationship Committee

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

- IPO Committee

Formed to oversee and facilitate all matters related to the Company’s initial public offering, including regulatory compliance, documentation, and coordination with intermediaries and regulatory authorities.

Number of meetings of the Board of Directors and Committees

During the financial year 2025-26, nine (9) Board Meetings were held. The intervening gap between the Meetings was well within the period prescribed under the Companies Act, 2013.

Board Meetings held during the Year:

Dates on which the Board Meetings were held Total Strength of the Board No. of Directors Present
14-04-2025 5 4
24-04-2025 5 3
15-05-2025 5 4
27-05-2025 6 6
22-07-2025 6 5
07-08-2025 6 6
14-11-2025 6 6
13-02-2026 5 5
25-03-2026 5 4

Committee meetings held during the financial year 2025-26:

- Audit Committee: During the financial year 2025-26, six (6) meetings were held as follows:

Dates on which the Meetings were held Total Strength of the Committee No. of members present
15-05-2025 3 2
27-05-2025 3 3
22-07-2025 2 2
07-08-2025 3 3
14-11-2025 3 3
13-02-2026 3 3

- Nomination and Remuneration Committee: During the financial year 2025-26, three (3) meetings were held as follows:

Dates on which the Meetings were held Total Strength of the Committee No. of members present
14-04-2025 3 2
27-05-2025 3 3
22-07-2025 2 2

- Stakeholders Relationship Committee: During the financial year 2025-26, one (1) meeting wa< held as follows:

Date on which the Meeting was held Total Strength of the Committee No. of members present

14-11-2025

3 3

Company1Rs. Policy Relating to Directors Appointment, Payment of Remuneration and discharge of their duties

The Company has adopted a Nomination and Remuneration Policy in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy outlines the framework for the appointment, remuneration, and evaluation of Directors, Key Managerial Personnel (KMP), and Senior Management. It specifies the criteria for identifying individuals who are qualified to be appointed as Directors or in senior management roles, taking into account attributes such as integrity, relevant experience, leadership abilities, independence, and diversity of perspectives.

The policy also establishes principles for determining remuneration, ensuring that it is aligned with market standards, the responsibilities undertaken, and the overall performance of the Company, while upholding the interests of all stakeholders. Non-Executive Directors are eligible to receive sitting fees and commissions, if applicable, within the statutory limits. Directors are expected to perform their duties with integrity and in compliance with applicable laws, exercising due care, skill, and diligence. Further, the performance of Directors is evaluated annually by the Board based on recommendations of the Nomination and Remuneration Committee. This policy is subject to periodic review to ensure its ongoing relevance and alignment with evolving legal requirements and best practices. A copy of the Nomination and Remuneration Policy is available on the Company's website at https://pranikgroup.eom/wD-content/uploads/2025/08/6.-Nomination-Remuneration-Policv.pdf

Auditors and Explanation to Auditor’s Remarks

Statutory Auditors

During the year under review, M/s. A John Moris & Co., Chartered Accountants (Finn Registration No. 007220S), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on September 30, 2024, for a term of five consecutive years, to hold office until the conclusion of the Annual General Meeting to be held in the year 2029, to audit the accounts of the Company. The Statutory Auditors have furnished their written consent and a certificate confirming that their appointment is in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013, read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, and that they are not disqualified from being appointed as Statutory Auditors of the Company.

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

Statutory Audit

M/s. A John Moris & Co., Chartered Accountants (FRN: 0072205), the Statutory Auditor of your Company have conducted the statutory audit of the Company for the financial year 2025-26. The Independent Auditors Report for the financial year ended 31st March, 2026 forms a part of this Annual Report.

Board’s Comment on the Auditor’s Report

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

Secretarial Auditor and Reports

Mr. Vivek Rawal of M/s Rawal & Co. (C.P. No. 22687, Peer Review No. 5722/2024), Practising Company Secretary, was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2024-25. Subsequently, M/s Rawal & Co. has resigned from the position of Secretarial Auditors of the Company for the term FY 2025-26 to FY 2029-30, due to personal reasons as communicated by them.

Further, pursuant to the recommendation of the Audit Committee and approval of the shareholders at the Annual General Meeting held on 20lh August 2025, the Company appointed Ms. Prachi Todi (ACS No. 53022, C.P. No. 22964, Peer Review No. 1445/2021), Practising Company Secretary, as the Secretarial Auditor of the Company for a term of five (5) consecutive years to conduct the Secretarial Audit for the financial years 2025-26 to 2029-30. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit and the report of the Secretarial Auditor for the financial year 2025-26 is annexed herewith and marked as Annexure A to this Report.

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

Internal Auditors

Pursuant to Section 138(1) of the Act, Mr. Abhijit Majumdar, Vice President-Operations of the Company had been appointed as the Internal Auditor of the Company for the financial year 2025-26 to conduct the Internal Audit of the Company. The Internal Auditor reports to the Audit Committee of the Board and the report of Internal Audit is also placed at the Meetings of the Audit Committee for review. No frauds were reported by the auditors under sub-section (12) of Section 143 of the Act during the year under review.

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

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

Management Discussion and Analysis Report

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

Directors’ Responsibility Statement

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

(a) in the preparation of the annual financial statements for the year ended 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pmdent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the statement of profit and loss of the company for that period;

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

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

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

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

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

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

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

Considering the nature of the Company’s business activities, there are no significant details to report regarding conservation of energy and technology absorption during the financial year under review. The Company has not incurred any expenditure on Research and Development (R&D) in the said period. The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have furnished considering the nature of activities undertaken by the company during the year under review (Annexure E is annexed herewith).

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

Corporate Social Responsibility

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

Particulars of Contracts or Arrangements with Related Parties

Particulars of transactions entered into with related parties have been disclosed in the Financial Statements. During the financial year under review, all transactions entered into with related parties are in ordinary course of business and on an arm’s length basis, and, therefore, do not attract the provisions of Section 188 of the Act. Accordingly, the disclosure on material Related Party Transactions, as required under Section 134(3) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is not applicable.

Further, there were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large. The details of related party transactions are disclosed and set out in Note 23 to the Financial Statements fonning part of this Annual Report.

Risk Management

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

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

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

Adequacy of Internal Financial Controls

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

Policy on Prevention of Insider Trading

Your Company has adopted a “Code of Practice & Procedure for Fair Disclosure” as envisaged under SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to Regulate trading in equity shares of the Company by the Directors and Designated Employees of the Company. The said Code is available on the website of the Company at the link: https://pranikgroup.com/wp-content/uploads/2024/Q6/Code- Of-Conduct-For-lnsider-Trading-1 .pdf.

Vigil Mechanism

The Company has formulated and adopted a Whistle Blower Policy to establish a Vigil Mechanism for its Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct. The Policy has been framed in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the applicable provisions of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who avail of the mechanism and ensures direct access to the higher levels of supervision and, in appropriate or exceptional cases, to the Chairman of the Audit Committee. During the year under review, no person was denied access to the Audit Committee.

The Whistle Blower Policy is also available on the Company’s website at the link https://pranikgroup.com/wp-content/uploads/2024/06/Whistle-Blower-Policv.pdf.

Human Resources

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

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

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

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

- Reward and recognition programs to appreciate outstanding contributions.

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

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

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

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

- Regular safety audits and toolbox talks at operational sites.

The Company is also committed to enhancing diversity and inclusion across all levels. As of 31st March 2026, the Company's workforce comprised 2,062 employees, including approx 50 female employees who contribute across various functional roles. Recognising the evolving dynamics of the logistics industry, the Company continues to strengthen gender diversity by creating greater opportunities for women across functions and cultivating an inclusive work environment. Overall, employee relations remained cordial and harmonious throughout the year, contributing to smooth operations and strong service continuity.

Particulars of Employees

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

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

Cost Records

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

Health, Safety and Environmental Protection

The Company has been complying with all the relevant applicable laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety. Further, in order to support the “Green Initiative in the Corporate Governance” by the Ministry of Corporate Affairs, the Annual Report for the financial year 2025-26 and the Notice of the 12th AGM of the Company are being sent through electronic mode to all such Members whose email IDs/addresses are registered with the Company/Depository Participants/Company’s Registrar & Share Transfer Agent.

Details of Significant & Material Orders Passed bv the Regulators or Courts or Tribunal

During the year under review, there were no significant and material orders passed by the Regulators, Court, Tribunal, Statutory and quasi-judicial body, which would impact the going concern status of the Company and its future operations.

Insolvency and Bankruptcy Code, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

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

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

The Company has adopted a Policy on Prevention of Sexual Harassment at the Workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been duly constituted to address any complaints regarding sexual harassment. The Company is committed to providing a safe, secure, and respectful work environment for all employees. The said policy is available on the website of the Company at the weblink https://pranikgroup.com/wp-content/uploads/2024/Q6/Prevention-Of-Sexual- Harassment-Policv-1 .pdf.

During the financial year under review:

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

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

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

Compliance with the Maternity Benefit Act, 1961

Pursuant to the amendment notified by the Ministry of Corporate Affairs vide MCA Notification G.S.R. 357(E), dated 30th May, 2025 (Companies (Accounts) Second Amendment Rules, 2025), effective from 14th July, 2025, the Board hereby confirms that the Company is in full compliance with the provisions of the Maternity Benefit Act, 1961. Appropriate policies and practices regarding maternity leave entitlements, nursing breaks, return-to-work support, and related benefits are in place and adhered to during financial year 2025-26.

Disclosure on the Compliance of Secretarial Standards

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

Corporate Governance

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

Non-Applicability of the Indian Accounting Standards

In accordance with Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, as notified by Notification No. G.S.R. 111(E) dated February 16, 2015, companies listed on SME exchanges as referred to in Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempt from the mandatory adoption of Indian Accounting Standards (Ind AS) with effect from lsl April, 2017. As the Company is listed on the SME Platform of NSE, it falls within the exempted category and is therefore not required to comply with Ind AS for the preparation of its financial statements beginning with the accounting period starting on or after 1st April, 2017.

Disclosures Regarding Demat Suspense Account / Unclaimed Suspense Account

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

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

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

Annexures forming part of Director’s Report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure Particulars
A Secretarial Audit Report
B Management Discussion and Analysis Report
C Details Pertaining to Remuneration as Required Under Section 197(12) of the Companies Act, 2013
D Report on Corporate Social Responsibility
E Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

Acknowledgements

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

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

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

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

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

For & on behalf of the Board
Pranav Kumar Sonthalia Nikunj Sonthalia
Managing Director Whole-time Director
DIN:06717643 DIN: 08036743

Place: Kolkata

Date: 15,h May, 2026