Directors Report of Pramara Promotions Ltd.

Mar 31, 2025

Your directors are pleased to present the 19 ^th Annual Report together with the Audited
Financial Statements and Auditors’ Report thereon for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

The summarized financial performance highlights are as mentioned below:

(Rs. In lakhs)

	Consolidated		Standalone
Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue From operations	8,642.08	6,348.27	7,656.49	5,600.86
Other Income	116.65	65.50	115.71	65.49
Total Income	8,758.73	6,413.77	7,772.21	5,666.35
Total Expenditure other than Financial Costs and Depreciation	8,494.44	5,348.10	7,482.43	4,626.29
Total Expenses	8,066.52	5,922.27	7,122.86	5,199.85
Profit / (Loss) for the year before Exceptional Items and Tax	692.22	491.51	649.35	466.50
Add / (Less) Exceptional Items	-	-	-	-
Profit before Extraordinary items and Tax	692.22	491.51	649.35	466.50
Extraordinary Items	-	-	-	-
Profit before Tax	692.22	491.51	649.35	466.50
Tax Expense:	-	-	-	-
Current Tax	100.00	90.00	100.00	90.00
Deferred Tax	2.00	6.40	2.00	6.40
Profit for the year	590.22	395.11	547.35	370.10

Notes:

There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this report.

2. OPERATIONAL REVIEW:

During the year under review your company has earned total income of Rs. 7,772.21
Lakhs (Previous year Rs. 5,666.35 Lakhs) whereas the consolidated total income stood at
Rs. 8,758.73 Lakhs (Previous year Rs. 6,413.77 Lakhs). The Company continues to
operate only in one segment i.e. Manufacturing of Plastic products and supply of
promotional products.

3. DIVIDEND:

In view of the planned business growth, your directors deem it proper to preserve the
resources of the Company for its activities and therefore, do not propose any dividend for
the Financial Year ended March 31, 2025.

4. RESERVES:

The Company has not transferred any amount to the General Reserves. However, a profit
of Rs. 547.35 lakhs have been transferred to Reserves & Surplus.

5. ISSUE OF CAPITAL AND STATE OF THE COMPANY’S AFFAIRS:

During the year under review your company has made the following changes in the
capital structure of the Company:

1. Increased the Authorised Share Capital of the Company from Rs. 11,00,00,000/-
(Rupees Eleven Crores) divided into 1,10,00,000 (One Crore Ten lakh) Equity Shares of
Rs. 10/- (Rupees Ten) each to Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakh)
divided into 1,25,00,000 (One Crore Twenty-Five Lakh) Equity Shares of Rs. 10/-
(Rupees Ten) each by creation of 15,00,000 (Fifteen Lakh) Equity Shares of Rs. 10/-
(Rupees Ten) each ranking pari passu with the existing Equity Shares of the Company.

2. Allotment of 19,36,168 equity shares at an issue price of Rs. 123.50/- each, including
a premium of Rs. 113.50/- each pursuant to the preferential issue on July 05, 2024.

3. Allotment of 6,00,000 Fully Convertible Equity Warrants at an issue price of Rs.
123.50/- each, upon receipt of an amount aggregating to Rs. 1,85,25,000/- at a rate of
Rs. 30.875 (being 25% of the issue price per warrant) as warrant subscription price, to
the allottees on July 05, 2024.

Further after the closure of financial year, your company has made the following changes
in the capital structure of the Company:

1. Increased the Authorised Share Capital of the Company from Rs. 12,50,00,000/-
(Rupees Twelve Crore Fifty Lakh) divided into 1,25,00,000 (One Crore Twenty-Five
Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 15,00,00,000/- (Rupees
Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs.
10/- (Rupees Ten) each by creation of 25,00,000 (Twenty-Five Lakh) Equity Shares of

Rs. 10/- (Rupees Ten) each ranking pari passu with the existing Equity Shares of the
Company.

2. Allotment of 4,38,056 equity shares of face value of Rs.10/- each at a price of Rs.
123.50/- per equity share (including a premium of Rs. 113.50 per equity share) fully
paid up upon the receipt of the remaining exercise price of Rs. 92.625/- per Share
Warrant (being an amount equivalent to the 75% of the warrant exercise price of Rs.
123.50/- per warrant), aggregating to Rs. 4,05,74,937/- to Warrant holders,
consequent to the Warrant holder having exercised their right for conversion of Share
Warrants (Warrants) into equity shares on June 26, 2025.

3. Allotment of 1,61,944 equity shares of face value of Rs.10/- each at a price of Rs.
123.50/- per equity share (including a premium of Rs. 113.50 per equity share) fully
paid up upon the receipt of the remaining exercise price of Rs. 92.625/- per Share
Warrant (being an amount equivalent to the 75% of the warrant exercise price of Rs.
123.50/- per warrant), aggregating to Rs. 1,50,00,063/- to Warrant holder, consequent
to the warrant holder having exercised their right for conversion of Share Warrants
(Warrants) into equity shares on July 02, 2025.

4. Allotment of 23,73,000 equity shares of face value Rs. 10/- each at an issue price of
Rs. 169/- each, including a premium of Rs. 159/- each pursuant to the preferential
issue on August 26, 2025.

5. Allotment of 2,95,000 Fully Convertible Equity Warrants at an issue price of Rs. 169/-
each, upon receipt of an amount aggregating to Rs. 1,24,63,750/- at a rate of Rs.
42.25 (being 25% of the issue price per warrant) as warrant subscription price, to the
allottees on August 26, 2025.

Consequently, the Authorized Share Capital of the Company as on the date of notice
stood at Rs. 15,00,00,000/- (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore
Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and the Subscribed and Paid-up
Share Capital of the Company stood at Rs. 13,94,41,680/- (Rupees Thirteen Crore
Ninety-Four Lakh Forty-One Thousand Six Hundred Eighty) divided in to 1,39,44,168
(One Crore Thirty-Nine Lakh Forty-Four Thousand One Hundred Sixty-Eight) equity
shares of Rs. 10/- each.

6. SUBSIDIARY/ JOINT VENTURE COMPANIES:

During the year under review, your company has incorporated a Wholly Owned
Subsidiary (“WOS”) of the Company in Texas, United States with the name Pramara - NA
INC, the said subsidiary was incorporated on December 16, 2024.

As at March 31, 2025, Your Company has two wholly owned subsidiary, namely, Pramara
Promotions Pvt Ltd-Hongkong and Pramara - NA INC. The company does not have any
Associate or Joint Venture.

The statement containing salient features of the financial statements of subsidiary
Company including contribution of subsidiary Company to the overall performance of the
Company and in terms of the revenue and profit in the prescribed format Form AOC-1 as
per Companies (Accounts) Rules, 2014 is attached to the financial statements of the
Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including consolidated financial statements and audited accounts of the
subsidiary are available on https://www.pramara.com/Policies. These documents will
also be available for inspection during working hours at the registered office of your
Company at Mumbai, Maharashtra. Any member interested in obtaining such document
may write to the Company Secretary and the same shall be furnished on request.

The Company has formulated policy for determining “Material Subsidiaries”. The said
policy can be accessed at https://www.pramara.com/Policies as on March 31, 2025.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors’
Report.

8. CORPORATE GOVERNANCE:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Directors’ Report.

9. SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the applicable provisions
of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company
Secretaries of India.

10. VIGIL MECHANISM:

Your Company promotes ethical behavior in all its business activities and has put in
place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil
mechanism and Whistle blower policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct. Employees may
also report to the Chairman of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee. Whistle blower policy of the
Company has been uploaded on the website of the Company and can be accessed at
https://www.pramara.com/Policies.

11. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF
UNPUBLISHED PRICE SENSITIVE INFORMATION.

Pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Company has adopted (1) ‘’Code of Practices and Procedures for

Fair Disclosure of Unpublished Price Sensitive Information" (“Fair Disclosure Code”)
incorporating a policy for determination of “Legitimate Purposes” as per Regulation 8 and
Schedule A to the said regulations and (2) “Code of Conduct to Regulate, Monitor and
Report Trading by Designated Persons” as per Regulation 9 and Schedule B to the said
regulations.

12. INSURANCE:

Your Company’s assets are adequately insured against all major risks.

13. PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits as defined under Section 73 of the
Companies Act, 2013 and rules framed there under.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the
Companies (Accounts) Rules, 2013 are not applicable to the Company.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with
respect to Directors’ Responsibility Statement, your Directors hereby confirm the
following:

a) In the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied consistently and
made judgements 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 and loss of the Company for that period;

c) The directors have taken proper and sufficient care towards the maintenance of
adequate accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and
operating effectively;

f) The directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating
effectively.

17. AUDITORS:

Statutory Auditor:

In accordance with the provisions of section 139 of the Companies Act, 2013 and the
rules made thereunder M/s Satya Prakash Natani & Co. Chartered Accountants Firm
Registration No. 115438W the Statutory Auditors of the company were appointed on
September 30, 2022 to hold office for the tenure of 5 years from the conclusion 16^th AGM
till the conclusion of 21^st AGM of the company. The Auditors have further confirmed that
they are not disqualified to continue as Statutory Auditors of your Company.

The Auditors’ Report does not contain qualification remark and the Notes on financial
statements referred to in the Auditors’ Report are self-explanatory and do not call for any
further comments.

Cost Auditors:

The Company was not required to maintain cost records as specified under Section 148(1)
of the Companies Act, 2013, and hence, no cost auditors have been appointed

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors have appointed M/s. Prachi Bansal and Associates Company Secretary, to
undertake the Secretarial Audit of the Company for FY 2024-25. Secretarial Audit Report
for FY 2024-25 is enclosed as Annexure-A to this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject
to approval of members being sought as the ensuing AGM, M/s. Prachi Bansal and
Associates, Practicing Company Secretary has been appointed as a Secretarial Auditor to
undertake the Secretarial Audit of your Company for the term of five consecutive financial
years from FY 2025-26 till FY 2029-30. M/s. Prachi Bansal and Associates has confirmed
that they are not disqualified to be appointed as a Secretarial Auditor and is eligible to
hold office as Secretarial Auditor of your Company.

The Secretarial Audit Report of your Company does not contain any qualification,
reservation or adverse remark.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, M/s. A.D Sheth & Associates Chartered Accountants (FRN:
134274W) was appointed by the Board of Directors to conduct internal audit of the
Company for the financial year 2024-2025.

18. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

Your Company has an Internal Financial Control System commensurate with the size,
scale and complexity of its operations. Your Company has adopted proper system of
Internal Control and Risk Management to ensure that all assets are safeguarded and
protected against loss from unauthorized use or disposition and that the transactions are
authorized, recorded and reported quickly.

19. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal
impacting the going concern status and your Company’s operations in future.

20. MEETINGS OF THE BOARD:

The Board met 11 (Eleven) times during the financial year 2024-25. Details of meetings
are given in the Corporate Governance Report annexed herewith and forms part of this
report. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

21. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that
of its committees and independent directors as per the formal mechanism for such
evaluation adopted by the Board. The performance evaluation of the Chairman, the Non¬
Independent Directors and the Board as a whole was carried out by the Independent
Directors in a Separate Meeting held on March 28, 2025. The exercise of performance
evaluation was carried out through a structured evaluation process covering various
criteria as recommended by the Nomination and Remuneration Committee. Based on
performance of the board as a whole and its committees were proactive, effective and
contributing to the goals of the Company.

22. RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related party
transactions entered into during the financial year under review were in ordinary course
of business and on an arm’s length basis. There were no materially significant
transactions with related parties during the financial year which were in conflict with the
interest of the Company. Accordingly, information in Form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of a foreseen and repetitive nature. The transactions entered into pursuant to
the omnibus approval so granted are placed before the Audit Committee and the Board of
Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the
Company’s website. The details of the transactions with Related Party are provided in the
accompanying financial statements.

23. DIRECTORS AND KMP:

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Sanket Lamba, Non-executive Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, offers herself for re¬
appointment.

The requisite particulars in respect of Director seeking re-appointment are given in Notice
convening the Annual General Meeting.

The details relating to changes in directors and key managerial personnel during the year
under review are as under:

• Mr. Dayashankar Patel has resigned from the position of Chief Financial Officer
(‘CFO’) and Key Managerial Personnel (KMP’) of the Company with effect from April
06, 2024 due to his personal reasons.

• Mrs. Sheetal Rohit Lamba was appointed by the Board of Directors as Chief
Financial Officer of the company under section 203 of the Companies Act, 2013
w.e.f May 30, 2024.

• Mr. Suhail Abbas Motlekar (DIN: 10090523), Independent Director of the Company
of the company has resigned from directorship of the Company w.e.f September
03, 2024.

• Mr. Utsav Sumantkumar Bhavsar (DIN: 10121169), was appointed by the Board of
Directors as an additional director (Independent) under section 161 of the
Companies Act, 2013 w.e.f September 03, 2024 and was subsequently regularised
as an Independent Director in the Annual General Meeting held on September 28,
2024.

Further after the closure of financial year Mr. Dalpat Chand Mehta, Independent Director
of the Company has vide his resignation letter dated June 16, 2025 resigned from the
Board of the Company with effect from June 16, 2025, due to personal reasons and other
pre-occupations and the Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration Committee of the Board of
Directors, have appointed Mr. Aditya Vikrambhai Patel (DIN 09121052) as an Additional
Director (Non-Executive, Independent) for a period of five years with effect from June 16,
2025, further he was regularised in the Extra Ordinary General Meeting held on
Thursday, July 17, 2025.

All the directors of the Company have confirmed that they are not disqualified from being
appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the
Corporate Governance Report.

Independent Director Declaration:

Your Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that they meet the criteria of independence
laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the
Company have confirmed that they have enrolled themselves in the Independent
Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014.

24. COMMITTEES OF BOARD

With an objective of strengthen the governance standards and to comply with the
applicable statutory provisions, the Board has constituted various committees. Details of
such Committees constituted by the Board are given in the Corporate Governance Report,
which forms part of this Annual Report.

25. REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its officers or employees,
to the Audit Committee under Section 143(12) of the Act details of which needs to be
mentioned in this Report.

26. PREVENTION OF SEXUAL HARASSMENT:

As per the requirement of the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made
thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH)
Policy and has constituted Internal Complaints Committees (ICs) at all relevant locations
across India to consider and resolve the complaints related to sexual harassment. The ICs
include external members with relevant experience. The ICs, presided by senior women,
conduct the investigations and make decisions at the respective locations. Your Company
has zero tolerance on sexual harassment at the workplace. The ICs also work extensively
on creating awareness on relevance of sexual harassment issues, including while working
remotely. The employees are required to undergo mandatory training/ certification on
POSH to sensitize themselves and strengthen their awareness. During the year under
review, your Company has not received any complaint pertaining to sexual harassment.

27. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the benefits as prescribed under
the Act. The Company remains committed to supporting working mothers and promoting
a gender-inclusive workplace.

28. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
March 31, 2025 is available on the Company’s website at www.pramara.com

29. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with
the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
appended as Annexure-B to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.
Having regard to the provisions of Section 134 and Section 136 of the Companies Act,
2013, the Reports and Accounts are being sent to the Members excluding such
information. However, the said information is available for inspection by the Members at
the Registered Office of the Company during business hours on working days of the
Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy
of such statement may write to the Company Secretary at the Registered Office of the
Company or e-mail to [email protected].

30. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134(3)(m) of the Companies Act, 2013 with respect to
conservation of energy, technology absorption and foreign exchange earnings and outgo,
pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure-C to
the Report.

31. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the
following matters, as there were no transactions or applicability pertaining to these
matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or
otherwise.

ii) Scheme of provision of money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

iii) Payment of remuneration or commission from any of its subsidiary companies
to the Managing Director of the Company.

iv) Change in the nature of business of the Company

v) Issue of debentures/bonds/warrants/any other convertible securities.

vi) Details of any application filed for corporate insolvency under Corporate
Insolvency Resolution Process under the Insolvency and Bankruptcy Code,
2016.

vii) Instance of one-time settlement with any Bank or Financial Institution.

32. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial relations at all
levels. The enthusiasm and unstinted efforts of the employees have enabled your
Company to remain at the forefront of the industry. Your directors place on records their
sincere appreciation for significant contributions made by the employees through their
dedication, hard work and commitment towards the success and growth of your
Company. Your directors take this opportunity to place on record their sense of gratitude
to the Banks, Financial Institutions, Central and State Government departments, their
Local Authorities and other agencies working with the Company for their guidance and
support.

For, Pramara Promotions Limited

Sd/- Sd/-

Rohit Nandkishore Lamba Sheetal Rohit Lamba

Managing Director Whole Time Director & CFO

DIN:01796007 DIN:01796017

Date: September 05, 2025
Place: Mumbai

---

Mar 31, 2024

Your directors are pleased to present the 18 ^th Annual Report together with the Audited Financial Statements and Auditors’ Report thereon for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

The summarized financial performance highlights are as mentioned below:

(Rs. Tn lakhs)

	Consolidated		Standalone
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue From operations	6,348.27	5,006.28	5,600.86	4,948.60
Other Income	65.50	112.83	65.49	112.83
Total Income	6,413.77	5,119.11	5,666.35	5,061.43
Total Expenditure other than Financial Costs and Depreciation	5,348.10	4,359.57	4,626.29	4,307.43
Total Expenses	5,922.27	4,860.81	5,199.85	4,808.66
Profit / (Loss) for the year before Exceptional Items and Tax	491.51	258.29	466.50	252.77
Add / (Less) Exceptional Ttems	-	-	-	-
Profit before Extraordinary items and Tax	491.51	258.29	466.50	252.77
Extraordinary Items	-	-	-	-
Profit before Tax	491.51	258.29	466.50	252.77
Tax Expense:	-	-	-	-
Current Tax	90.00	45.00	90.00	45.00
Deferred Tax	6.40	(9.30)	6.40	3.20
Profit for the year	395.11	222.59	370.10	204.56

Notes:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

2. OPERATIONAL REVIEW:

During the year under review your company has earned total income of Rs. 5,199.85 Lakhs (Previous year Rs. 5,061.43 Lakhs) whereas the consolidated total income stood at Rs. 6,413.77 Lakhs (Previous year Rs. 5,119.11 Lakhs). The Company continues to operate only in one segment i.e. Manufacturing of Plastic products and supply of promotional products.

3. DIVIDEND:

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2024.

4. RESERVES:

The Company has not transferred any amount to the General Reserves. However, a profit of Rs. 370.10 lakhs have been transferred to Reserves & Surplus.

5. INITIAL PUBLIC OFFERING AND STATE OF THE COMPANY’S AFFAIRS:

During the year under review, your company has come up with an Initial Public Offer by fresh issue of 24,24,000 Equity Shares of face value Rs. 10 each at issue price of Rs. 63/-per equity share (including a premium of Rs. 53 per equity share), Consequently 90,35,000 equity shares were listed on NSE Emerge i.e., SME platform of National Stock Exchange of India Limited (NSE) with effect from September 13, 2023.

Further after the closure of financial year, the company has made the following changes in the capital structure of the Company.

1. Increased the Authorised Share Capital of the Company from Rs. 11,00,00,000/-(Rupees Eleven Crores) divided into 1,10,00,000 (One Crore Ten lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakh) divided into 1,25,00,000 (One Crore Twenty-Five Lakh) Equity Shares of Rs. 10/-(Rupees Ten) each by creation of 15,00,000 (Fifteen Lakh) Equity Shares of Rs. 10/-(Rupees Ten) each ranking pari passu with the existing Equity Shares of the Company.

2. Allotment of 19,36,168 equity shares at an issue price of Rs. 123.50/- each, including a premium of Rs. 113.50/- each pursuant to the preferential issue on July 05, 2024.

3. Allotment of 6,00,000 Fully Convertible Equity Warrants at an issue price of Rs. 123.50/- each, upon receipt of an amount aggregating to Rs. 1,85,25,000/- at a rate of Rs. 30.875 (being 25% of the issue price per warrant) as warrant subscription price, to the allottees.

Consequently, the Authorized Share Capital of the Company stood at Rs. 12,50,00,000/-(Rupees Twelve Crore Fifty Lakhs) divided into 1,25,00,000/- (One Crore Twenty-Five Lakh) equity shares of Rs. 10 /- each and the Subscribed and Paid-up Share Capital of the Company stood at Rs. 10,97,11,680/- (Rupees Ten Crore Ninety-Seven Lakh Eleven Thousand Six Hundred Eighty) divided in to 1,09,71,168 (One Crore Nine Lakh Seventy-One Thousand One Hundred Sixty-Eight) equity shares of Rs. 10/- each.

6. SUBSIDIARY/JOINT VENTURE COMPANIES:

As at date of this Report, the Company has one wholly owned subsidiary, namely, Pramara Promotions Pvt Ltd-Hongkong. The company does not have any associate or Joint Venture.

During the year, Essel Marketing Promotions (Shenzhen) Co. Limited, a step-down subsidiary of the Company was liquidated on March 28, 2024, the Board of Directors reviewed the performance of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors’ Report.

8. CORPORATE GOVERNANCE:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors’ Report.

9. SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

10. VIGIL MECHANISM:

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at www.pramara.com.

11. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION.

Pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) ‘’Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information'''' (“Fair Disclosure Code”) incorporating a policy for determination of “Legitimate Purposes” as per Regulation 8 and Schedule A to the said regulations and (2) “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” as per Regulation 9 and Schedule B to the said regulations.

12. INSURANCE:

Your Company’s assets are adequately insured against all major risks.

13. PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 are not applicable to the Company.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied consistently and made judgements 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 and loss of the Company for that period;

c) The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

17. AUDITORS:

Statutory Auditor:

In accordance with the provisions of section 139 of the Companies Act, 2013 and the rules made thereunder M/s Satya Prakash Natani & Co. Chartered Accountants Firm Registration No. 115438W the Statutory Auditors of the company were appointed on September 30, 2022 to hold office for the tenure of 5 years from the conclusion 16^th AGM till the conclusion of 21^st AGM of the company. The Auditors have further confirmed that they are not disqualified to continue as Statutory Auditors of your Company.

The Auditors’ Report does not contain qualification remark and the Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

Cost Auditors:

The Company was not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been appointed

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Prachi Bansal and Associates Company Secretary, to undertake the Secretarial Audit of the Company for FY 2023-24. Secretarial Audit Report for FY 2023-24 is enclosed as Annexure-A to this report.

The Secretarial Audit Report of your Company contains remarks that the Company had delayed the submission of full set of financial results under Regulation 33 of the SEBI Listing Regulations for which National Stock Exchange of India Limited (“NSE”) vide their letter dated April 16, 2024 imposed a fine of Rs. 1,50,000 (Rupees One Lakh Fifty Thousand only) which was paid by the Company and the Company had not submitted the Compliance Certificate from Practising Company Secretary confirming compliance status of the Structured Digital Database as required by the NSE.

Due to recent listing of equity shares of the Company and non-availability of the experienced staff/consultants, the non-compliances were occurred, for which the company has taken corrective steps and has ensured such non-compliances will not occur in future.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, M/s. A.D Sheth & Associates Chartered Accountants (FRN: 134274W) was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2023-2024.

18. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

19. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company’s operations in future.

20. MEETINGS OF THE BOARD:

The Board met 11 (Eleven) times during the financial year 2023-24. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its committees and independent directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of the Chairman, the NonIndependent Directors and the Board as a whole was carried out by the Independent Directors in a Separate Meeting held on March 23, 2024. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee. Based on performance of the board as a whole and its committees were proactive, effective and contributing to the goals of the Company.

22. RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm’s length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in Form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to

the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. The details of the transactions with Related Party are provided in the accompanying financial statements.

23. DIRECTORS AND KMP:

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sheetal Lamba, Whole-time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Mr. Utsav Sumantkumar Bhavsar was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. September 03, 2024 who shall hold office up to the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160 of the Companies Act, 2013 from a member proposing his appointment as Director. He is proposed to be appointed as an Independent Director for a period of five years i.e., to hold office up to September 02, 2029.The Board of Directors proposes to regularize his appointment by way of passing special resolution.

The requisite particulars in respect of Director seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

The details relating to changes in directors and key managerial personnel during the year under review are as under:

• The designation of Mr. Sanket Lamba, Director (DIN: 09744427) was changed from Executive Director to Non-Executive Director w.e.f. April 14, 2023.

• Ms. Pooja Sodhani (DIN: 10093004), Independent Director of the Company of the company has resigned from directorship of the Company w.e.f April 17, 2023.

• Mr. Dalpat Chand Mehta was appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f April 17, 2023 and was subsequently regularised as an Independent Director in the Extra-ordinary General Meeting held on May 23, 2023.

• Mrs. Sheetal Lamba was re-designated as Whole-time Director of the Company, pursuant to the Resolution passed at the Meeting of the Board of Directors of the Company on May 16, 2023.

• Mr. Mohan Bavkar, Company Secretary of the Company has resigned w.e.f. April 14, 2023 and pursuant to the provisions of section 203 of the Companies Act, 2013 and applicable provisions of listing regulations, the Company has appointed Ms. Vanita Pednekar as Company Secretary of the Company w.e.f. April 17, 2023.

• Ms. Vanita Pednekar as Company Secretary of the Company was also appointed as compliance officer of the Company w.e.f. May 16, 2023.

However, after the Closure of Financial Year Mr. Suhail Abbas Motlekar, Independent Director of the company has resigned from directorship of the Company w.e.f. September 03, 2024, due to transition into a different role with the Company.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

Independent Director Declaration:

Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

24. COMMITTEES OF BOARD

With an objective of strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees. Details of such Committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.

25. REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

26. PREVENTION OF SEXUAL HARASSMENT:

Your Company has zero tolerance towards sexual harassment at the workplace and have a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company’s website at www.pramara.com

28. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-B to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to [email protected].

29. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134(3)(m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure-C to the Report.

30. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director of the Company.

iv) Change in the nature of business of the Company

v) Issue of debentures/bonds/warrants/any other convertible securities.

vi) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

vii) Instance of one-time settlement with any Bank or Financial Institution.

31. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government departments, their Local Authorities and other agencies working with the Company for their guidance and support.

For, Pramara Promotions Limited

Sd/- Sd/-

Rohit Nandkishore Lamba Sheetal Rohit Lamba

Managing Director Whole Time Director & CFO

DIN: 01796007 DIN: 01796017

Date: September 03, 2024 Place: Mumbai