Paradeep Parivahan Ltd

BOARD OF DIRECTORS

As per the Articles of Association of our Company, we are required to have not less than 3 (Three) Directors and not more than 15 (Fifteen) Directors on its Board, subject to provisions of Section 149 of Companies Act, 2013. As on date of this Draft Red Herring Prospectus, our Board consist of 7 (Seven) Directors out of which 3 (Three) are Executive Directors and 4 (Four) are Non-Executive Director out of which 3 (Three) are Independent Directors. The Company has 2 (Two) Women Directors. Mr. Khalid Khan is the Managing Director of the Company.

The following table sets forth certain details regarding the members of our Company's Board as on the date of this Draft Red Herring Prospectus:

Mr. Khalid Khan, aged 62 years, is the Promoter and Managing Director of our Company. He is associated with the company since inception, later his designation was changed to Managing Director with effect from February 10, 2023. He has an experience of more than 23 years in the industry in which the company operates. He holds a Bachelor's degree in the field of Arts. He is the driving force behind the working of the company and has been the mentor to all the employees. A visionary leader with high goals is the pillar behind the growth of the company in leaps and bounds. His vast industry knowledge and experience has helped the Company to grow in many folds. On behalf of the company, he has been awarded with various awards and certificates from Asia Awars of Excellence, Interview Times, Bharat Leadership Summit, Bharat Shikhar Samman, ET catalyst of rising India, etc. Further he has also been awarded with Tahbib Cultural Award as Enthusiastic promoter of Indian Culture & Arts at an event named Tahbib, Global Poetry and Art Festival held at Dubai, in the year 2023.

Mr. Pravat Kumar Nandi, aged 61 years, is the Promoter and Executive Director of the Company. He is associated with the company since August 30, 2003. He has an overall experience of more than 2 decades in the business. He has completed his Secondary School Certificate (SSC). His functional responsibility in our company involves handling overall financial affairs of our company including the managing the company's finances, planning strategies, and ensuring financial stability and growth.

Ms. Parbati Priya Nandi, aged 51 years, is the Promoter and Executive Director of our company. She is associated with the company since August 30, 2003. With more than 20 years of business experience, she's well-prepared to handle big projects. She has completed her Secondary School Certificate. She's creative, energetic, and pays close attention to details.

Mr. Afaque Khan, aged 63 years, is a Non-Executive Director of our company. He has been associated with the company since February 10, 2024 as an additional director. Further his designation was changed to nonexecutive director with effect from June 05, 2024. He has 30 years of Experience in the field of Transportation and packaging. He looks after the administration department in the company.

Mr. Chandra Kanta Prusty, aged 56 years, is an Independent Director of the company, bringing a wealth of experience with a 25+ years career in Corporate Governance, Finance, Taxation, Audit, Accounts, Fraud Detection and Corporate matters. He is a Member of Institute of Chartered Accountant of India and has an experience of 25+ years. He has been assisting various corporates/MNCs to comply with the complex and dynamic regulatory/compliance environment in India. Over the years, he has handled a variety of projects. His presence on the board brings independence to the company.

Mr. Prithvi Ranjan Parhi, aged 53 years, is an Independent Director of the Company. He is a member of Institute of Chartered Accountant of India since 2009. He has also pursued Doctor of Philosophy from Centurion University of Technology and Management, Odisha. He has rich experience and deep knowledge in all the key areas of valuation as he is also a member of ICAI Registered valuers Organization. He has also completed various course of ICAI viz., Information System Audit, Forensic Audit, IFRS, Indirect Tax, Concurrent Audit, Valuation, Business Responsibility and Sustainability Reporting. His area of practice includes Business Valuation, Business Responsibility and Sustainability Reporting, Social Audit, Forensic Audit, Information System Audit, Statutory Audit, Internal Audit, Implementation of International Financial Reporting Standards (IFRS), Transfer pricing, Direct Tax and Indirect Tax. He serves the company with his independent views.

Mr. Ardhendu Shekhar Raut, aged 58 years, is an Independent Director of the Company. He is a Member of Institute of Company Secretaries of India and holds a certificate of practice since July 2011. He has an Experience of more than 13 years in the field of Compliance and Secretarial. In addition, He is an Advocate and has enrolled himself as member of Odisha state bar council and has an experience of around 15 years in the field of law. He has also obtained certificate of registration from Insolvency and Bankruptcy Board of India in the year 2017. His presence on the board brings independence to the company.

Note:

As on the date of the Draft Red Herring Prospectus:

1) None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers.

2) None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI.

3) None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.

4) None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) up to the date offilling of this Draft Red Herring Prospectus.

5) None of Promoters or Directors of our Company are a fugitive economic offender.

6) None of our Directors are/were director of any company whose shares were suspendedfrom trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years.

7) In respect of the track record of the directors, there have been no criminal cases filed or investigations being undertaken with regard to alleged commission of any offence by any of our directors and none of our directors have been charge-sheeted with serious crimes like murder, rape, forgery, economic offence.

FAMILY RELATIONSHIP BETWEEN DIRECTORS

Except as stated below, none of the Directors of the Company are related to each other as per Section 2(77) of the Companies Act, 2013:

ARRANGEMENT AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS AND OTHERS

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the above-mentioned Directors was selected as director or member of senior management.

APPOINTMENT TERMS, COMPENSATION AND BENEFITS TO THE EXECUTIVE DIRECTORS ARE AS FOLLOWS: -

TERMS AND CONDITIONS FOR NON-EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS

Our Company doesn't pay any remuneration to the Non-Executive and Independent Directors of our company except the applicable sitting fee and reimbursement of expenses as per the Companies Act, 2013.

Pursuant to the resolution passed by the Board of Directors of our Company on June 05, 2024 the Independent Directors of our Company would be entitled to a sitting fee of Minimum Rs. 3,000 for every meeting of the Board of Directors and Committees of the Board attended by them.

SHAREHOLDING OF DIRECTORS IN OUR COMPANY

As per the Articles of Association of our Company, a director is not required to hold any shares in our Company to qualify him for the office of the Director of our Company. The following table details the shareholding in our Company of our Directors in their personal capacity, as on the date of this Draft Red Herring Prospectus:

INTEREST OF DIRECTORS

All of our Directors may be deemed to be interested to the extent of fees payable to them (if any) for attending meetings of the Board or a committee thereof as well as to the extent of remuneration payable to them for their services as Directors of our Company and reimbursement of expenses as well as to the extent of commission and other remuneration, if any, payable to them under our Articles of Association. Some of the Directors may be deemed to be interested to the extent of consideration received/paid or any loans or advances provided to anybody corporate including companies and firms, and trusts, in which they are interested as directors, members, partners or trustees.

All our directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or their relatives in our Company, or that may be subscribed for and allotted to our non-promoter Directors, out of the present Issue and also to the extent of any dividend payable to them and other distribution in respect of the said Equity Shares.

The Directors may also be regarded as interested in the Equity Shares, if any, held or that may be subscribed by and allocated to the companies, firms and trusts, if any, in which they are interested as directors, members, partners, and/or trustees.

Our directors may also be regarded interested to the extent of dividend payable to them and other distribution in respect of the Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be subscribed by or allotted to them and the companies, firms, in which they are interested as Directors, members, partners and promoters, pursuant to this Issue. All our directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered into by the Company with either the Directors himself, other company in which they hold directorship or any partnership firm in which they are partners, as declared in their respective declarations.

Interest in promotion of Our Company

Except Promoters, none of our directors have any interest in the promotion of our Company.

Interest in the property of Our Company

Except as stated/referred to in the chapter titled "Related Party Transaction " beginning on page 181. Our directors have no interest in any property acquired by our Company neither in the preceding 2 (two) years from the date of this Draft Red Herring Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Draft Red Herring Prospectus. Our directors also do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company.

Interest in the business of Our Company

Save and except as stated otherwise in "Related Party Transaction" in the chapter titled "Financial Statements as Restated" beginning on page 183 of this Draft Red Herring Prospectus, our directors do not have any other interests in our Company as on the date of this Draft Red Herring Prospectus. Our directors are not interested in the appointment of Underwriters, Registrar and Bankers to the Issue or any such intermediaries registered with SEBI.

DETAILS OF SERVICE CONTRACTS

None of our directors have entered into any service contracts with our company except for acting in their individual capacity as director and no benefits are granted upon their termination from employment other than the statutory benefits provided by our company.

Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon termination of or retirement from employment.

BONUS OR PROFIT-SHARING PLAN FOR THE DIRECTORS

There is no bonus or profit-sharing plan for the Directors of our Company.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO DIRECTORS

No Director has received or is entitled to any contingent or deferred compensation.

OTHER INDIRECT INTEREST

Except as stated in chapter titled "Financial Statements as Restated" beginning on page 183 of this Draft Red Herring Prospectus, none of our sundry debtors or beneficiaries of loans and advances are related to our Directors.

BORROWING POWER OF THE BOARD

In terms of the special resolution passed in the Extra Ordinary General Meeting of our Company held on June 07, 2024, consent of the members of our Company was accorded to the Board of Directors of our Company pursuant to Section 180(1)(c) of the Companies Act, 2013 to borrow any sum or sums of monies from time to time notwithstanding that the money or monies already borrowed by the Company (apart from temporary loans obtained from the Company‘s bankers in the ordinary course of the business) may exceed the aggregate of the paid up share capital of the Company, its free reserves and securities premium, that is to say, reserves not set apart for any specific purposes, provided that the total amount which may be so borrowed by the Board of Directors and outstanding at any time (apart from temporary loans obtained from the Company‘s bankers in the ordinary course of the business) may exceed the aggregate of the paid up capital of the Company and free reserve, provided that the total outstanding amount so borrowed, shall not at any time exceed the limit of Rs. 10,000 lakhs.

CHANGES IN THE BOARD OF DIRECTORS

Save and except as mentioned below, there had been no change in the Directorship during the last three (3) years: