Directors Report of Praveg Ltd.

Mar 31, 2025

The Directors take pleasure in presenting the Thirtieth (30th) Annual Report of the Praveg Limited ("the Company or Praveg")
together with the Audited Financial Statements for the Financial Year ended March 31, 2025, and other accompanying
reports, notes, and certificates. The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.

FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable
Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

FINANCIAL RESULTS AND APPROPRIATIONS	STANDALONE 2024-25 2023-24		CONSOLIDATED 2024-25 2023-24
Income
Revenue from Operations	13262.73	9141.75	16717.60	9159.67
Other Income	696.83	295.57	725.41	295.57
Total Income	13959.56	9437.32	17443.01	9455.24
Expenses
Cost of operations and food consumed	5813.80	3800.19	7641.85	3815.19
Employee Benefit Expenses	2372.22	1600.06	2665.94	1600.06
Financial Costs	670.43	238.89	805.21	238.92
Depreciation And Amortisation Expenses	2271.29	1068.09	2784.37	1068.09
Other Expenses	1203.39	833.38	1447.48	825.64
Total Expenses	12331.13	7540.61	15344.85	7547.90
Profit/(Loss) before loss of Share of Joint Venture, Exceptional Items & Tax Expenses	1628.43	1896.71	2098.15	1907.34
Share of profit /(loss) from Joint Venture	0.00	0.00	0.00	0.00
Profit/(Loss) before Exceptional Items & Tax Expenses	1628.43	1896.71	2098.15	1907.34
Exceptional Items	0.00	0.00	0.00	0.00
Profit /(loss) before tax	1628.43	1896.71	2098.15	1907.34
Tax Expense	342.14	607.36	493.31	607.36
Current Tax	61.33	141.83	190.54	141.83
Deferred Tax	270.11	465.53	282.72	465.53
Adjustment of Tax for earlier years	10.71	0.00	20.05	0.00
Profit/(Loss) for the period / year from continuing operations	1286.29	1289.35	1604.84	1 299.98
Profit/(Loss) from discontinued operations	0.00	0.00	0.00	0.00
Tax expenses of discontinued operations	0.00	0.00	0.00	0.00
Profit for the period	1286.29	1289.35	1604.84	1299.98
Other comprehensive income
a. Items that will not be reclassified to profit or loss:
I) Remeasurement of defined employee benefit plan	11.46	(7.29)	11.46	(7.29)
ii) Income tax relating to item that will not be	(2.88)	1.83	(2.88)	1.83
reclassified to profit or loss
Total Other Comprehensive Income (Net of Tax)	8.58	(5.46)	8.58	(5.46)
Total Comprehensive Income for the period / Year	1294.87	1283.89	1613.42	1294.52
Paid up equity share capital (Face Value Rs. 10 per share)	2614.07	2453.26	2614.07	2453.26
Earnings per Equity Share (Basic) (in Rs.)	5.00	5.73	5.96	5.78
Earnings per Equity Share (Diluted) (in Rs.)	5.00	5.62	5.96	5.66

RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS

The key aspects of your Company''s performance during the financial year 2024-25 are as follows:

Standalone Financial Results:

During the year, the Company''s Revenue from operations increased by 45.05%, rising from Rs. 9,141.75 lakhs in FY 2023-24 to
Rs. 13,262.73 lakhs in FY 2024-25, reflecting continued growth momentum. Profit after tax for the year remained strong at Rs
1,286.29 lakhs, maintaining stable profitability levels.

Consolidated Financial Results:

On a consolidated basis, income from operations recorded an impressive growth of 82.52%, increasing from Rs. 9,159.67
lakhs in FY 2023-24 to Rs.16,717.60 lakhs in FY 2024-25, showcasing the Company''s consistent expansion. Profit after tax
increased by 23.42%, rising from Rs. 1,299.98 lakhs in FY 2023-24 to Rs. 1,604.84 lakhs in FY 2024-25, demonstrating the
strength of the Company''s operational performance.

Your Directors remain optimistic about sustaining this growth momentum and creating long-term value for all stakeholders.

DIVIDEND

The Company remains committed to evaluating and managing its dividend policy with the objective of enhancing long-term
shareholder value. In line with this approach, the Board of Directors, at its meeting held on May 30, 2025, has recommended a
final dividend of 10% (i.e., Rs. 1/- per equity share of face value Rs. 10/- each), subject to the approval of the members at the
ensuing Annual General Meeting.

The Board of Directors of the Company has approved the Dividend Distribution Policy in accordance with the provisions of
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). This policy is
available on your Company''s website at https://praveg.com/code_of_conduct_and_policies/Dividend_Distribution_
Policy_PL.pdf.

MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR UNDER REVIEW AND
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

During the year under review and up to the date of this Report, the following material events took place:

Major Expansion of Hospitality Portfolio:

During the financial year 2024-25, Praveg Limited significantly expanded its hospitality footprint across India''s prominent
tourist destinations. The Company grew its operational resorts from 4 (four) at the beginning of the year to over 15 (fifteen) by
the end of March 2025, adding more than 600 rooms to its inventory. Key additions included the launch of premium resorts at
Nagoa Beach in Diu, Praveg Caves in Jawai, Rajasthan, and Praveg Atoll on Bangaram Island, Lakshadweep, which commenced
operations under a prestigious management tie-up with Indian Hotels Company Limited''s Taj SeleQtions brand. These
developments refect the Company''s strategic focus on strengthening its position in the eco-resort and boutique hospitality
segment.

Capital Raises through Preferential Issue:

In line with its growth plans, Praveg Limited successfully mobilised capital through preferential allotments during the year. The
Company allotted 12,93,024 equity shares at Rs.955/- per share and issued 8,56,976 convertible warrants, at a price of
Rs.955/- each payable in cash (''Warrants Issue Price''), on preferential basis. The warrant holders have paid 25% of the warrant
issue price and have options to convert the warrants within a period of 18 months, further strengthening its capital base.

During the year under review, the Company also allotted 315,058 equity shares pursuant to the conversion of warrants on a
preferential basis to the respective allottees ("warrant holders") at an issue price of Rs. 487/- (Rupees Four Hundred Eighty-
Seven only) per warrant, which includes the warrant subscription price of Rs. 121.75/- and the warrant exercise price of Rs.
365.25/- per warrant. Further, in accordance with Regulation 169(3) of Chapter V of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company forfeited 184,942 warrants due to the non¬
exercise of the conversion option within the prescribed period.

The proceeds from these issuances have been deployed towards the development of new projects, acquisitions, and working
capital requirements to support the Company''s rapid expansion.

Strategic Acquisitions and Partnerships

During the year under review, the Company acquired a majority stake of 51% each in Abhik Advertising Private Limited and
Bidhan Advertising & Marketing Private Limited, thereby strengthening its presence and capabilities in the advertising and
marketing segment.

Further, in December 2024, the Company entered into a strategic partnership with Mahindra Holidays and Resorts India
Limited (MHRIL) through an inventory arrangement for 70 rooms across prime locations in Daman, Diu, and Ayodhya,
enhancing its hospitality footprint and customer reach.

Additionally, the Company executed a Hotel Management Agreement for its flagship Praveg Atoll Resort, which will be
operated under the prestigious Taj SeleQtions brand by The Indian Hotels Company Limited, marking a significant milestone in
aligning the Company''s resort portfolio with world-class hospitality standards.

Mergers / demergers / amalgamation / restructuring:

Post closure of FY 2024-25, the Board of Directors approved a Scheme of Amalgamation for the merger of Eulogia Inn Private
Limited with Praveg Limited, which was duly approved on April 23, 2025. This strategic amalgamation is aimed at enhancing
operational efficiencies, optimising resources, and strengthening the Company''s hospitality business.

Employee Stock Option Plan

In terms of the recommendation of the Nomination and Remuneration Committee and that of the Board of Directors,
shareholders, at the Extraordinary General Meeting of the Company, have approved implementation of Employee Stock
Option Plan 2024 (ESOP 2024). In terms of ESOP 2024, a total of 25,000 Options would be granted to the eligible employees of
the Company and its subsidiaries from time to time.

During the year under review, the Company granted new employee stock options under ESOP 2024 to eligible employees, in
accordance with the recommendations of the Nomination and Remuneration Committee. This initiative refects the
Company''s commitment to recognising and rewarding employee contribution, while aligning their interests with long-term
shareholder value creation.

In terms of Regulation 13 of the SEBI SBEB Regulations, the Company has obtained a certificate from the Secretarial Auditor of
the Company stating that the ESOP 2024 has been implemented in accordance with these regulations read with the special
resolution passed by the shareholders of the Company on April 30, 2024, a copy of which is available for inspection at the
Registered Office and Corporate Office of the Company during specified business hours and the same is also available on the
website of the Company www.dizcoverpraveg.com to facilitate online inspection till the conclusion of the Meeting. Further, as
required under Regulation 14 of the SEBI SBEB Regulations the details as specified in Part F of Schedule 1 to these Regulations
is available on the Company''s website of the Company at

https://www.dizcoverpraveg.com/Shareholders_Information/3_Other_Filings_with_Stock_Exchange/ESOPAnnexure_2025_P

raveg.pdf.

CAPITAL STRUCTURE OF THE COMPANY
Authorised share capital

During the year under review, there is no change in the authorised share capital of the Company, the Authorised Capital of the
Company is Rs. 40,00,00,000/- divided into 4,00,00,000 Equity Shares as on March 31,2025.

Paid-up share capital

During the year under review and up to the date of this report, the Securities Allotment Committee of the Board of Directors of
the Company has allotted equity shares on May 17, 2024, the Securities Allotment Committee of the Board of Directors of the
Company approved allotment of 12,93,024 equity shares of face value of Rs. 10/- each at a price of Rs. 955/- each payable in
cash, aggregating upto Rs. 123.48 crore, on preferential basis and 8,56,976 warrants, each convertible into, or exchangeable
for, 1 (one) fully paid-up equity share of your Company of face value of Rs. 10/- each (''Warrants'') at a price of Rs. 955/- each
payable in cash (''Warrants Issue Price''), aggregating upto Rs. 81.84 crore, on preferential basis.

The Company has also allotted 315,058 equity shares pursuant to the conversion of warrants on a preferential basis to the
respective allottees ("warrant holders") at an issue price of Rs. 487/- (Rupees Four Hundred Eighty-Seven only) per warrant,
which includes the warrant subscription price of Rs. 121.75/- and the warrant exercise price of Rs. 365.25/- per warrant.
Further, in accordance with Regulation 169(3) of Chapter V of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, the Company forfeited 184,942 warrants due to the non-exercise of the
conversion option within the prescribed period.

Accordingly, the Paid-up Share Capital of the Company as on March 31,2025 is Rs. 26,14,06,950/- divided into 2,61,40,695
Equity Shares of Rs. 10 each fully paid up.

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the period ended March 31,2025.

MATERIAL CHANGES AND COMMITMENTS

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As of March 31,2025, the Company has seven subsidiaries. Pursuant to the provisions of Section 129, 134 and 136 of the Act
read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated
Financial Statements of the Company and a separate statement containing the salient features of Financial Statement of
subsidiaries in the prescribed format AOC-1 is appended as Annexure-I to the Board''s report.

Further, during the year operations in the Joint Venture has been discontinued and the Company has impaired its Investment
of Rs.9.74 Lakhs in Joint Venture namely Sardar Sarovar Tourisum Opportunities due to expiration of Joint Venture Agreement.
The Annual Financial Statements and related detailed information of the subsidiaries and joint venture shall be made available
to the shareholders of the holding and subsidiaries and joint venture seeking such information on all working days during
business hours. The financial statements of the subsidiaries and joint venture shall also be kept for inspection by any
shareholders during working hours at your Company''s registered office and that of the respective subsidiaries and joint
venture concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated
Financial Statements and related information of your Company and audited accounts of each of its subsidiary joint venture,
are available on website of the Company at www.dizcoverpraveg.com under the ''Investor Relations'' section.

The Board of Directors of your Company has approved a Policy for determining material subsidiaries in line with the Listing
Regulations. The Policy is available on the Company''s website (https://www.dizcoverpraveg.com/code-of-conduct-and-
policies).

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year ended March 31,2025 is
uploaded on the website of the Company and can be accessed at www.dizcoverpraveg.com.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section
186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were on an arm''s length basis and were in the ordinary
course of business. Your Company had not entered into any transactions with the related parties which could be considered
material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the
Company''s website and can be accessed at

https://praveg.com/code_of_conduct_and_policies/Related_Party_Transactions_Policy.pdf.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the
Institute of Company Secretaries of India, which have mandatory application during the FY 2024-25 under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI
Listing Regulations forms part of this Annual Report alongwith the required Certificate from Practising Company Secretary
regarding Compliance of the conditions of Corporate Governance as stipulated.

In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated
and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management Personnel of the
company, who have affirmed the compliance thereto.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 (2) (F) of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") along
with Reasonable Assurance Statement on BRSR Core Indicators as required in terms of SEBI Circular dated July 12, 2023 has
been provided in a separate section which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company,
the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews performed by management and the
relevant Board Committees, including the Audit and Compliance Committee, the Board is of the opinion that the Company''s
internal financial controls were adequate and effective during FY 2024-25.

As stipulated in Section 134(3) ( c) read with sub-section (5) of the Companies Act, 2013, to the best of their knowledge and
ability state that:

a) In the preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have
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 prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2025 and of the profit or loss of the Company for the year ended on that period;

c) The Directors have taken proper and sufficient care for 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 the internal financial controls to be followed by the Company and that such Internal
Financial Controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directorate:

As of March 31, 2025, your Company''s Board had ten members comprising of One Whole-time Director, Two Executive
Director, Two Non-Executive and Non-Independent Directors and Five Non-Executive Independent Directors. The Board has
two-woman Directors. The details of Board and Committee composition, tenure of Directors, areas of expertise and other
details are available in the Corporate Governance Report, which forms part of this Annual Report.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial
literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of
commitment to the Company and devote adequate time for the meetings, preparation and attendance.

Appointments/Re-appointments

Mr. Kalpesh Patel was appointed as Non-Executive (Non-Independent) Director of the Company by the members at 29th
Annual General Meeting held on September 30, 2024 with effect August 10, 2024.

Mr. Dilip Patel was appointed as Non-Executive Independent Director of the Company by the members at 29th Annual General
Meeting held on September 30, 2024 with effect August 10, 2024.

Mr. Alpesh Patel was appointed as an Executive Director of the Company by the members at 29th Annual General Meeting held
on September 30, 2024 with effect August 10, 2024 for a period of five years.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the
Company, Mr. Kalpeshkumar Patel (DIN: 02493068), retires by rotation at the ensuing Annual General Meeting (AGM) and
being eligible, offers himself for re-appointment.

B. Key Managerial Personnel:

As of March 31,2025, your Company''s Board had three Key Managerial Personnel:

Mr. Bhumit Patel - Wholetime Director

Mr. Dharmendra Soni - Chief Financial Officer

Mr. Mukesh Chaudhary - Company Secretary

C. Independent Directors

The Company''s Independent Directors have submitted requisite declarations confirming that they continue to meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The
Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of
Conduct.

All the Independent Directors of the Company have confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on
record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and
possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the
Management.

The Board is of the opinion that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses
requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the
Companies Act, 2013 and Listing Regulations diligently.

The Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the
Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine
the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides
for the factors in evaluating the suitability of individual Board members with diverse background and experience that are
relevant for the Company''s operations. The said policy is put up on the Company''s website and can be accessed at
https://praveg.com/code_of_conduct_and_policies/T_and_C_of_Appointment_of_ID.pdf.

D. Policy on Directors'' Appointment and Remuneration

The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding
principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the
Directors, Key Managerial Personnel and other employees of the Company. The policy is available on the Company''s website at
https://praveg.com/code_of_conduct_and_policies/Nomination_and_Remuneration_Policy.pdf.

E. Mechanism for Evaluation of the Board

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non¬
Independent Directors and Chairman of the Company. Pursuant to this framework, the Board has carried out the annual
evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors,
including Chairman of the Board.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the
basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are
broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on
January 5, 2017.

The information pertaining to the annual evaluation of the performance of the Board, its Committees and individual directors
as required to be provided in terms of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies
(Accounts) Rules, 2014 has been provided in the Corporate Governance Report forming part of this Annual Report.

BOARD DIVERSITY

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on its Board.
Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on
Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age and
culture. The Policy on diversity is available on the Company''s website and can be accessed at
https://praveg.com/code_of_conduct_and_policies/Policy_on_Board_Diversity.pdf.

Meetings of the Board

Eight Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each
Director are detailed in the Corporate Governance Report.

Committees of the Board

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the
Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

Audit Committee

The Audit Committee comprises Mr. Ajit Panda (Chairman), Mr. Rajendrakumar Patel and Ms. Bijal Parikh. During the year, all
the recommendations made by the Audit Committee were accepted by the Board.

AUDITORS

Statutory Auditor and Statutory Auditor''s Report

At the 25th AGM of the Company held on September 28, 2020, the Members approved the re-appointment of B. K. Patel &
Co., Chartered Accountants (Firm Registration No. 112647W) as the Statutory Auditors of the Company to hold office for a
second term of five consecutive years, from the conclusion of the 25th AGM till the conclusion of the 30th AGM of the
Company, to audit and examine the books of account of the Company, they are retiring.

KPSJ & Associates LLP, Chartered Accountants (FRN: 124845W/W100209), have expressed their willingness to be appointed as
the statutory auditors of the Company. The Audit Committee has considered the qualifications and experience of the
proposed statutory auditors and has recommended their appointment. The Board of Directors has also considered and
recommends appointment of KPSJ & Associates LLP, Chartered Accountants (FRN: 124845W/W100209), as statutory auditors
in place of the retiring Auditor B. K. Patel & Co., Chartered Accountants subject to approval of shareholder of the company in
ensuing Annual General Meeting of the Company. Written consent of the proposed auditors together with a certificate that
the appointment, if made, shall be in accordance with the conditions specified in Rule 4 of the Companies (Audit and Auditors)
Rules, 2014 has been received.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors''
Report is enclosed with the financial statements forming part of this Annual Report.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act during the
year under review.

Disclosure of total fees paid to Statutory Auditor, on a consolidated basis

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the
Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March 31,
2025, is Rs. 10.00 lakhs.

Internal Auditor:

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s Paresh Parekh & Co.,
Chartered Accountants (FRN: 130194W), were appointed as an internal auditor of the Company for the FY 2024-25.

Secretarial Auditor and Secretarial Auditor''s Report

In terms of Section 204 of the Act and Rules made thereunder, M/s ALAP and Co. LLP, Practicing Company Secretaries (FRN:
L2023GJ013900 and Peer Review No. 5948/2024) were appointed as Secretarial Auditors of the Company to conduct the
Secretarial Audit of records and documents of the Company for FY 2024-25 and their report is annexed as Annexure II to this
report. The Secretarial Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Pursuant to Regulation 24A (1) of the SEBI Listing Regulations, the secretarial audit report of Abhik Advertising private Limited,
the Company''s material unlisted Indian subsidiary for FY 2024-25, is annexed to this Report as Annexure III.

Appointment of Secretarial Auditor

Pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company at their
meeting held on May 30, 2025, approved the appointment of M/s ALAP and Co. LLP, Practicing Company Secretaries (FRN:
L2023GJ013900) a Peer Reviewed Practicing Company Secretary firm, as the Secretarial Auditor of the Company for a term of
five consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, to conduct the Secretarial Audit, subject to
the approval of the Members at the ensuing Annual General Meeting.

The necessary resolution for the appointment of M/s ALAP and Co. LLP forms part of the Notice convening the ensuing AGM
scheduled to be held on Tuesday, August 12, 2025.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year ended March 31,2025 for all applicable compliances as per the
Securities and Exchange Board of India Regulations and Circulars/Guidelines issued there under. The Annual Secretarial
Compliance Report issued by M/s ALAP and Co. LLP, Practicing Company Secretaries has been submitted to the Stock Exchange
within 60 days of the end of the Financial Year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

A. Conservation of Energy

Being a responsible Company, Praveg''s daily operations are not energy-intensive. The Company follows energy efficient
practices to contribute its bit in energy conservation.

i) Steps taken or impact on conservation of energy:

The Company believes that energy conservation is a collective effort and works towards ensuring implementation of
energy efficient techniques by the staff by providing training and conducting awareness programmes.

ii) Steps taken for utilization of alternate sources of energy:

1. The Company follows energy-efficient techniques like limiting the use of artificial lights and encouraging use of
natural light as much as possible.

2. The Company uses energy efficient CFL or LED lights in place of regular bulbs to save energy.

3. The Staff has been advised to use hibernation mode on Computers when it is not in use.

4. All the employees are trained of the energy-saving features of appliances and other electronics like the printers and
air-conditioners.

5. The company ensures to replace the outdated electronic equipment with certified energy efficient ones.

iii) Capital investment on energy conservation equipments:

No significant capital investment is made on energy consumption equipment which can be quantified.

B. Technology absorption

Operations of the company do not involve any kind of special technology and there was no expenditure on research &
development during this financial year.

i) Efforts made towards technology absorption : Not Applicable

ii) Benefits derived : Not Applicable

iii) Details of Technology Imported in last three years

a) Details of Technology imported : Not Applicable

b) Year of import : Not Applicable

c) whether the technology been fully absorbed : Not Applicable

d) if not fully absorbed, areas where absorption has not

taken place, and the reasons thereof : Not Applicable

iv) Expenditure incurred on Research and Development : Not Applicable

C. Foreign Exchange Earnings and Outgo

During the Financial Year, the foreign exchange earned in terms of actual inflows was NIL, whereas the foreign exchange in
terms of actual outflows was Rs. 33.64 Crores.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separate annexure forming part of this
Report as Annexure IV.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request.
In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others
entitled thereto, excluding the information on employees'' particulars which 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 Annual
General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in this
regard.

LISTING AT STOCK EXCHANGE

The Company''s equity shares are listed on the BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street,

Mumbai - 400 001, Maharashtra, India.

The Company has paid the Annual Listing Fees to the BSE Limited for the Financial Year 2024-25.

DISCLOSURES

Corporate Social Responsibility (CSR)

The Company has focused on several corporate social responsibility programs. The Company continues its endeavour to
improve the lives of people and provide opportunities for their holistic development through its different initiatives in the
areas of Education, Employment enhancing vocation skills, Arts, Culture, promotion of traditional art and handicrafts.

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The policy can
be accessed at https://praveg.com/code_of_conduct_and_policies/CSR_Policy.pdf. The brief details of CSR Committee are
provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed herewith and marked as
Annexure V to this Report.

Internal Financial Controls

Based on the framework of internal financial controls and compliance systems established and maintained by the Company,
work performed by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees,
including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and
effective during the financial year 2024-25.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its
operations are in place and have been operating satisfactorily.

Risk Management Policy

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders''
value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of
the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment
and mitigation measures.Risk Management Policy of the Company outlines different kinds of risks and risk mitigating
measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat risks.
The said Policy is available on the website of the Company at https://praveg.com/code_of_conduct_and_policies/
Risk_Management_Policy_PL.pdf.

Vigil Mechanism & Whistle Blower Policy

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of
applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics
Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or
dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The
said Policy is available on the website of the Company at https://praveg.com/code_of_conduct_and_policies/
Whistle_Blower_Policy.pdf.

Prevention of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee for various
workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a
policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution.
There were no cases/complaints filed during the year under POSH Act.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares
and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
The Board is responsible for implementation of the Code.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which
materially impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely
"www.dizcoverpraveg.com" containing basic information about the Company. The website of the Company is also containing
information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company
who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

GENERAL

Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items, during the year under review:

i. Details relating to deposits covered under Chapter V of the Act.

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

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iv. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

v. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees.

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

vii. Change in the nature of business of the Company.

viii. Instances of transferring the funds to the Investor Education and Protection Fund.

ix. Under Corporate Insolvency Resolution Process under the Details of any application fled for corporate insolvency and
Bankruptcy Code, 2016.

x. Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013.

xi. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof.

xii. There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future operations.

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute "forward looking statements". These forward-looking statements
are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those
suggested by forward looking statements. Important factors that could influence the Company''s operation can be affected by
global and domestic demand / supply and price conditions in the domestic and overseas markets in which the Company
operates changes in government regulations, tax laws, and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Company express its appreciation for the sincere co-operation and assistance of the Central and the State Governments,
authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense
of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude, the
encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Date : July 15, 2025 Vishnukumar Patel Bijal Parikh

Place : Ahmedabad Chairman Director

DIN 02011649 DIN 07027983

---

Mar 31, 2024

The Directors take pleasure in presenting the Twenty-Nineth Annual Report of The Praveg Limited ("the Company or Praveg") along with the Audited Financial Statements for the Financial Year ended March 31,2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

FINANCIAL RESULTS AND APPROPRIATIONS	STANDALONE 2023-24 2022-23		CONSOLIDATED 2023-24 2022-23
Income
Income from Operations	9141.75	8437.92	9159.67	8447.76
Other Income	295.57	38.04	295.57	38.04
Total Income	9437.32	8475.96	9455.24	8485.80
Expenses
Events & Site Expenses	3800.19	2895.26	3815.19	2898.02
Employee Benefit Expenses	1600.06	664.13	1600.06	664.13
Financial Costs	238.89	68.99	238.92	69.03
Depreciation And Amortisation Expenses	1068.09	608.76	1068.09	608.76
Other Expenses	833.38	392.10	825.64	393.87
Total Expenses	7540.61	4629.25	7547.90	4633.81
Profit/(Loss) before loss of Share of Joint Venture, Exceptional Items & Tax Expenses	1896.71	3846.71	1907.34	3851.99
Share of profit /(loss) from Joint Venture	0.00	0.00	0.00	0.00
Profit/(Loss) before Exceptional Items & Tax Expenses	1896.71	3846.71	1907.34	3851.99
Exceptional Items	0.00	0.00	0.00	0.00
Profit /(loss) before tax	1896.71	3846.71	1907.34	3851.99
Tax Expense	607.36	1008.69	607.36	1008.69
Current Tax	141.83	978.38	141.83	978.38
Deferred Tax	465.53	30.31	465.53	30.31
Profit/(Loss) for the period / year from continuing operations	1289.35	2838.02	1299.98	2843.30
Profit/(Loss) from discontinued operations	0	0	0	0
Tax expenses of discontinued operations	0	0	0	0
Profit for the period	1289.35	2838.02	1299.98	2843.30
Other comprehensive income
a. Items that will not be reclassified to profit or loss:
i) Remeasurement of defined employee benefit plan	(7.29)	(2.32)	(7.29)	(2.32)
ii) Income tax relating to item that will not be reclassified to profit or loss	1.83	0.58	1.83	0.58
Total Other Comprehensive Income (Net of Tax)	(5.46)	(1.74)	(5.46)	(1.74)
Total Comprehensive Income for the period / Year	1283.89	2836.28	1294.52	2841.56
Paid up equity share capital (Face Value Rs.10 per share) 2453.26		2092.21	2453.26	2092.21
Earnings per Equity Share (Basic) (in Rs.)	5.73	14.75	5.78	14.78
Earnings per Equity Share (Diluted) (in Rs.)	5.62	14.62	5.66	14.64

RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS

The key aspects of your Company''s performance during the financial year 2023-24 are as follows:

Standalone Financial Results:

Revenue from operations increased by 7.86% at Rs. 9141.75 lakhs (previous year Rs. 8475.96 lakhs). Profit before Tax stood to Rs. 1896.71 lakhs (previous year Rs. 3846.71 lakhs). Profit after Tax is Rs. 1289.35 lakhs (previous year Rs. 2838.02 lakhs). Consolidated Financial Results:

The Company achieved consolidated Revenue from operations of Rs. 9159.67 lakhs (previous year Rs. 8447.76 lakhs) and Profit before Tax stood at Rs. 1907.34 lakhs for the year under review (previous year Rs. 3851.99 lakhs).

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term shareholder value. The Board of Directors of the Company at its meeting held on May 27, 2024 has recommended the Final Dividend of 10% i.e. Rs. 1 /- (One rupee only) per equity share of '' 10/- each, which is subject to the approval of members at the ensuing Annual General Meeting.

The Board of Directors of the Company has approved the Dividend Distribution Policy in accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). This policy is available on your Company''s website at

https://praveg.com/code_of_conduct_and_policies/Dividend_Distribution_Policy_PL.pdf.

MATERIAL DEVELOPMENT DURING THE FINANCIAL YEAR UNDER REVIEW AND OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

During the year under review and up to the date of this Report, the following material events took place:

Preferential Issue

On August 14, 2023, the Securities Allotment Committee of the Board of Directors of the Company approved allotment of 5,45,533 equity shares of face value of Rs. 10/- each at a price of Rs. 487/- each payable in cash, aggregating upto Rs. 26.57 crore, on preferential basis and 8,75,000 warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of your Company of face value of Rs. 10/- each (''Warrants'') at a price of Rs. 487/- each payable in cash (''Warrants Issue Price''), aggregating upto Rs. 42.61 crore, on preferential basis. The warrant holders have paid 25% of the warrant issue price and have options to convert the warrants within a period of 18 months.

On February 7, 2024, the Securities Allotment Committee of the Board of Directors of the Company approved allotment of 14,90,000 equity shares of face value of Rs. 10/- each at a price of Rs. 670/- each payable in cash, aggregating upto Rs. 99.83 crore, on preferential basis.

Mergers / Demergers / Amalgamation / Restructuring:

On October 26, 2023, the Board of Directors of the Company has approved the Scheme of amalgamation between Eulogia Inn Private Limited (the "Transferor Company"), with Praveg Limited (the "Transferee Company"), and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (the "Scheme"), subject to requisite statutory / regulatory approvals including the approval of the Honourable National Company Law Tribunal, Ahmedabad Bench ("NCLT").

Employee Stock Option Plan

In terms of the recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, shareholders, at the Extraordinary General Meeting of the Company, have approved implementation of Employee Stock Option Plan 2024 (ESOP 2024). In terms of ESOP 2024, a total of 25,000 Options would be granted to the eligible employees of the Company and its subsidiaries from time to time.

During the year under review, the Company has implemented the Employee Stock Option Plan 2024 ("ESOP 2024") for its employees and employees of its subsidiaries in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity Regulations), 2021 ("SEBI SBEB Regulations"). In terms of Regulation 13 of the SEBI SBEB Regulations, the Company has obtained a certificate from the Secretarial Auditor of the Company stating that the ESOP 2024 has been implemented in accordance with these regulations read with the special resolution passed by the shareholders of the Company on April 30, 2024, a copy of which is available for inspection at the Registered Office and Corporate Office of the Company during specified business hours and the same is also available on the website of the Company www.dizcoverpraveg.com to facilitate online inspection till the conclusion of the Meeting. Further, as required under Regulation 14 of the SEBI SBEB Regulations the details as specified in Part F of Schedule 1 to these Regulations is available on the Company''s website of the Company at www.dizcoverpraveg.com.

CAPITAL STRUCTURE OF THE COMPANY Authorised share capital

During the year under review, there is no change in the authorised share capital of the Company, the Authorised Capital of the Company is Rs. 40,00,00,000/- divided into 4,00,00,000 Equity Shares as on March 31,2024.

Paid-up share capital

During the year under review and up to the date of this report, the Securities Allotment Committee of the Board of Directors of he Company has allotted equity shares as per details given below:

Date of Allotment	Details of securities allotment	Remarks
July 25, 2023	71,975 fully paid equity shares of face value of Rs. 10/- each	Conversion of 71,975 warrants into equal amoun of fully paid-up equity shares of Rs. 10 each, upon receipt of 75% of the issue price per warrant as "Warrant Exercise Price" from the warrant-holders (non-promoters), as per the terms of issue of Warrants
August 14, 2023	5,45,533 fully paid equity shares of face value of Rs. 10/- each	Allotment of fully paid-up equity shares at Rs. 487/- each payable in cash, aggregating upto Rs. 26.57 crore, on preferential basis
August 14, 2023	8,75,000 warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of face value of Rs. 10/- each (''Warrants'')	Allotment of warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of your Company of face value of Rs. 10/-each (''Warrants'') at a price of Rs. 487/- each payable in cash (''Warrants Issue Price'') aggregating upto Rs. 42.61 crore, on preferential basis
November 22, 2023	2,00,000 fully paid equity shares of face value of Rs. 10/- each	Conversion of 2,00,000 warrants into equal amount of fully paid-up equity shares of Rs. 10 each, upon receipt of 75% of the issue price per warrant as "Warrant Exercise Price" from the warrant-holders (non-promoters), as per the terms of issue of Warrants
January 16, 2024	28,025 fully paid equity shares of face value of Rs. 10/- each	Conversion of 28,025 warrants into equal amount of fully paid-up equity shares of Rs. 10 each, upon receipt of 75% of the issue price per warrant as "Warrant Exercise Price" from the warrant-holders (non-promoters), as per the terms of issue of Warrants
January 25, 2024	49,212 fully paid equity shares of face value of Rs. 10/- each	Conversion of 49,212 warrants into equal amount of fully paid-up equity shares of Rs. 10 each, upon receipt of 75% of the issue price per warrant as "Warrant Exercise Price" from the warrant-holders (non-promoters), as per the terms of issue of Warrants
January 30, 2024	95,600 fully paid equity shares of face value of Rs. 10/- each	Conversion of 95,600 warrants into equal amount of fully paid-up equity shares of Rs. 10 each, upon receipt of 75% of the issue price per warrant as "Warrant Exercise Price" from the warrant-holders (non-promoters), as per the terms of issue of Warrants

February 7, 2024	14,90,000 fully paid equity shares of face value of Rs. 10/- each	Allotment of fully paid-up equity shares at Rs. 670/- each payable in cash, aggregating upto Rs. 99.83 crore, on preferential basis
February 12, 2024	16,496 fully paid equity shares of face value of Rs. 10/- each	Conversion of 16,496 warrants into equal amount of fully paid-up equity shares of Rs. 10 each, upon receipt of 75% of the issue price per warrant as "Warrant Exercise Price" from the warrant-holders (non-promoters), as per the terms of issue of Warrants
February 24, 2024	6,844 fully paid equity shares of face value of Rs. 10/- each	Conversion of 6844 warrants into equal amount of fully paid-up equity shares of Rs. 10 each, upon receipt of 75% of the issue price per warrant as "Warrant Exercise Price" from the warrant-holders (non-promoters), as per the terms of issue of Warrants
February 29, 2024	6,848 fully paid equity shares of face value of Rs. 10/- each	Conversion of 6848 warrants into equal amount of fully paid-up equity shares of Rs. 10 each, upon receipt of 75% of the issue price per warrant as "Warrant Exercise Price" from the warrant-holders (non-promoters), as per the terms of issue of Warrants
May 17, 2024	12,93,024 fully paid equity shares of face value of Rs. 10/- each	Allotment of fully paid-up equity shares at Rs. 955/- each payable in cash, aggregating upto Rs. 123.48 crore, on preferential basis
May 17, 2024	8,56,976 warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of face value of Rs. 10/- each (''Warrants'')	Allotment of warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of your Company of face value of Rs. 10/-each (''Warrants'') at a price of Rs. 955/- each payable in cash (''Warrants Issue Price'') aggregating upto Rs. 81.84 crore, on preferential basis

Accordingly, the Paid-up Share Capital of the Company as on March 31,2024 is Rs. 24,53,26,130/- divided into 2,45,32,613 Equity Shares of '' 10 each fully paid up.

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the period ended March 31,2024.

MATERIAL CHANGES AND COMMITMENTS

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As of March 31,2024, the Company has five subsidiaries and one joint venture. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of Financial Statement of subsidiaries and joint venture in the prescribed format AOC-1 is appended as Annexure-I to the Board''s report.

The Annual Financial Statements and related detailed information of the subsidiaries and joint venture shall be made available to the shareholders of the holding and subsidiaries and joint venture seeking such information on all working days during business hours. The financial statements of the subsidiaries and joint venture shall also be kept for inspection by any shareholders during working hours at your Company''s registered office and that of the respective subsidiaries and joint venture concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and audited accounts of each of its subsidiary joint venture, are available on website of the Company at www.dizcoverpraveg.com under the ''Investor Relations'' section.

The Board of Directors of your Company has approved a Policy for determining material subsidiaries in line with the Listing Regulations. The Policy is available on the Company''s website (https://www.dizcoverpraveg.com/code-of-conduct-and-policies).

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint venture of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year ended March 31,2024 is uploaded on the website of the Company and can be accessed at www.dizcoverpraveg.com.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at https://praveg.com/code_of_conduct_and_policies/Related_Party_Transactions_Policy.pdf.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India, which have mandatory application during the FY 2023-24 under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report alongwith the required Certificate from Practising Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated.

In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management Personnel of the company, who have affirmed the compliance thereto.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") along with Reasonable Assurance Statement on BRSR Core Indicators as required in terms of SEBI Circular dated July 12, 2023 has been provided in a separate section which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit and Compliance Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, to the best of their knowledge and ability state that:

a) In the preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have 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 prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit or loss of the Company for the year ended on that period;

c) The Directors have taken proper and sufficient care for 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 the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directorate:

As of March 31, 2024, your Company''s Board had seven members comprising of One Whole-time Director, One Executive Director, One Non-Executive and Non-Independent Directors and Four Non-Executive Independent Directors. The Board has two-woman Directors. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

Appointments/Re-appointments

Ms. Pooja Khakhi was appointed as Non-Executive Independent Director of the Company by the members through Postal Ballot on July 31,2023 with effect May 30, 2023 for a period of five years.

Ms. Bijal Parikh and Mr. Bhumit Patel were appointed as an Executive Directors of the Company by the members at 28th Annual General Meeting held on September 22, 2023 with effect August 14, 2023 for a period of five years. Further, Mr. Bhumit Patel was appointed as a Wholetime Director of the Company by the members at an Extraordinary General Meeting held on January 23, 2024 with effect December 13, 2023 for a period of five years.

Post March 31,2024, Mr. Alpesh Patel has been appointed as an Additional Director (Executive) and Mr. Kalpesh Patel has been appointed as an Additional Director (Non-Executive) of the Company by the Board of Directors at its meeting held on August 10, 2024.

Further, Mr. Dilip Patel has been appointed as an Additional Director (Independent) of the Company with effect from August 10, 2024.

Cessation

Ms. Prolina Barada, Executive Director of the Company has tendered her resignation from the position of Director with effect from August 14, 2023. The Board noted and accepted her resignation at its meeting held on August 14, 2023 and the Board places on record its immense appreciation for her contribution during her tenure as an Executive Director of the Company.

Mr. Paras Patel, Managing Director of the Company has tendered his resignation from the position of Managing Director with effect from September 16, 2023. The Board noted and accepted his resignation and the Board places on record its immense appreciation for his contribution during his tenure as Managing Director of the Company.

Mr. Jaladhi Shah, Non-Executive Independent Director of the Company has tendered his resignation from the position of NonExecutive Independent Director with effect from October 2, 2023. The Board noted and accepted his resignation and the Board places on record its immense appreciation for his contribution during his tenure as Independent Director of the Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Vishnukumar Patel (DIN: 02011649), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

B. Key Managerial Personnel:

As of March 31,2024, your Company''s Board had three Key Managerial Personnel:

Bhumit Patel - Wholetime Director

Dharmendra Soni - Chief Financial Officer

Mukesh Chaudhary - Company Secretary

During the FY 2023-24 under review, Mr. Paras Patel, Managing Director resigned w.e.f. September 16, 2023. The Board placed on record its appreciation for the valuable services rendered by Mr. Paras Patel.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Mr. Bhumit Patel as a Wholetime Director w.e.f. December 13, 2023.

C. Independent Directors

The Company''s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

All the Independent Directors of the Company have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board is of the opinion that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

The Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company''s operations. The said policy is put up on the Company''s website and can be accessed at https://praveg.com/code_of_conduct_and_policies/T_and_C_of_Appointment_of_ID.pdf.

D. Policy on Directors'' Appointment and Remuneration

The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. The policy is available on the Company''s website at https://praveg.com/code_of_conduct_and_policies/Nomination_and_Remuneration_Policy.pdf.

E. Mechanism for Evaluation of the Board

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, NonIndependent Directors and Chairman of the Company. Pursuant to this framework, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017.

The information pertaining to the annual evaluation of the performance of the Board, its Committees and individual directors as required to be provided in terms of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 has been provided in the Corporate Governance Report forming part of this Annual Report.

BOARD DIVERSITY

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age and culture. The Policy on diversity is available on the Company''s website and can be accessed at https://praveg.com/code_of_conduct_and_policies/Policy_on_Board_Diversity.pdf.

Meetings of the Board

Eleven Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

Committees of the Board

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

Audit Committee

The Audit Committee comprises Mr. Ajit Panda (Chairman), Mr. Rajendrakumar Patel and Ms. Bijal Parikh. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

AUDITORS AND AUDITORS’ REPORT Statutory Auditors

M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W) Ahmedabad are the Statutory Auditors of the Company for the year ended March 31,2024. M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W) were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years at the Annual General Meeting held on September 28, 2020. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors'' Report is enclosed with the financial statements forming part of this Annual Report.

Disclosure of total fees paid to Statutory Auditor, on a consolidated basis

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March 31, 2024, is Rs. 10.00 lakhs.

Internal Auditor

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s Paresh Parekh & Co., Chartered Accountants (FRN: 130194W), Appointed as an internal auditor of the Company from July 1,2023 to March 31, 2024.

M/s. K. V. Patel & Co. has resigned as an internal auditor w.e.f. August 12, 2023, due to recommendation of related party into the Board of Directors of the Company.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the financial year ended March 31,2023.

The report of the Secretarial Auditor is given in Annexure-II. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year ended March 31,2024 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued there under. The Annual Secretarial Compliance Report issued by Mr. Anand Lavingia Practicing Company Secretary has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

Being a responsible Company, Praveg''s daily operations are not energy-intensive. The Company follows energy efficient practices to contribute its bit in energy conservation.

I) Steps taken or impact on conservation of energy:

The Company believes that energy conservation is a collective effort and works towards ensuring implementation of energy efficient techniques by the staff by providing training and conducting awareness programmes.

ii) Steps taken for utilization of alternate sources of energy:

1. The Company follows energy-efficient techniques like limiting the use of artificial lights and encouraging use of natural light as much as possible.

2. The Company uses energy efficient CFL or LED lights in place of regular bulbs to save energy.

3. The Staff has been advised to use hibernation mode on Computers when it is not in use.

4. All the employees are trained of the energy-saving features of appliances and other electronics like the printers and air-conditioners.

5. The company ensures to replace the outdated electronic equipment with certified energy efficient ones.

iii) Capital investment on energy conservation equipments:

No significant capital investment is made on energy consumption equipment which can be quantified.

B. Technology absorption

Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year.

i) Efforts made towards technology absorption : Not Applicable

ii) Benefits derived : Not Applicable

iii) Details of Technology Imported in last three years

a) Details of Technology imported : Not Applicable

b) Year of import : Not Applicable

c) whether the technology been fully absorbed : Not Applicable

d) if not fully absorbed, areas where absorption has not

taken place, and the reasons thereof : Not Applicable

iv) Expenditure incurred on Research and Development : Not Applicable

C. Foreign Exchange Earnings and Outgo

During the Financial Year, the foreign exchange earned in terms of actual inflows was NIL, whereas the foreign exchange in terms of actual outflows was NIL.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separate annexure forming part of this Report as Annexure III.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which 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 Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in this regard.

LISTING AT STOCK EXCHANGE

The Company''s equity shares are listed on the BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street,

Mumbai - 400 001, Maharashtra, India

The Company has paid the Annual Listing Fees to the BSE Limited for the Financial Year 2022-23.

DISCLOSURES

Corporate Social Responsibility (CSR)

The Company has focused on several corporate social responsibility programs. The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Education, Employment enhancing vocation skills, Arts, Culture, promotion of traditional art and handicrafts.

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The policy can be accessed at https://praveg.com/code_of_conduct_and_policies/CSR_Policy.pdf. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed herewith and marked as Annexure IV to this Report.

Internal Financial Controls

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily.

Risk Management Policy

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat risks. The said Policy is available on the website of the Company at

https://praveg.com/code_of_conduct_and_policies/Risk_Management_Policy_PL.pdf.

Vigil Mechanism & Whistle Blower Policy

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at

https://praveg.com/code_of_conduct_and_policies/Whistle_Blower_Policy.pdf

Prevention of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee for various workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.dizcoverpraveg.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

GENERAL

Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:

i. Details relating to deposits covered under Chapter V of the Act.

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

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iv. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

v. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by

trustees for the benefit of employees.

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

vii. Change in the nature of business of the Company.

viii. Instances of transferring the funds to the Investor Education and Protection Fund.

ix. Under Corporate Insolvency Resolution Process under the Details of any application fled for corporate insolvency and Bankruptcy Code, 2016.

x. Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013.

xi. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

xii. There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute "forward looking statements". These forward-looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements. Important factors that could influence the Company''s operation can be affected by global and domestic demand / supply and price conditions in the domestic and overseas markets in which the Company operates changes in government regulations, tax laws, and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Company express its appreciation for the sincere co-operation and assistance of the Central and the State Governments, authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Date : August 10, 2024 Vishnukumar Patel Bijal Parikh

Place : Ahmedabad Chairman Director

DIN 02011649 DIN 07027983

---

Mar 31, 2023

BOARD''S REPORT

To,

The Members of
Praveg Limited

The Board of Directors present this Annual Report of Praveg Limited (the Company or Praveg) along with the Audited Financial
Statements for the financial year ended March 31,2023 (FY 2022-23).

FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on March 31, 2023, are prepared in accordance with the relevant applicable
Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

FINANCIAL RESULTS AND APPROPRIATIONS	STANDALONE 2022-23 2021-22		CONSOLIDATED 2022-23 2021-22
Income
Income from Operations	8437.92	4498.86	8447.76	4524.96
Other Income	38.04	4.19	38.04	4.19
Total Income	8475.96	4503.05	8485.80	4529.15
Expenses
Events & Site Expenses	2895.26	1764.24	2898.02	1774.63
Employee Benefit Expenses	664.13	476.87	664.13	476.86
Financial Costs	68.99	50.07	69.03	50.08
Depreciation And Amortisation Expenses	608.76	267.87	608.76	267.87
Other Expenses	392.10	287.63	393.87	301.92
Profit/(Loss) before loss of Share of Joint Venture, Exceptional Items & Tax Expenses	3846.71	1656.37	3851.99	1657.79
Share of profit /(loss) from Joint Venture	0.00	0.00	0.00	0.00
Profit/(Loss) before Exceptional Items & Tax Expenses	3846.71	1656.37	3851.99	1657.79
Exceptional Items	0.00	0.00	0.00	0.00
Profit /(loss) before tax	3846.71	1656.37	3851.99	1657.79
Tax Expense	1008.69	433.59	1008.69	433.59
Current Tax	978.38	431.56	978.38	431.56
Deferred Tax	30.31	2.03	30.31	2.03
Profit/(Loss) for the period / year from continuing operations	2838.02	1222.78	2843.30	1224.20
Profit/(Loss) from discontinued operations	0	0	0	0
Tax expenses of discontinued operations	0	0	0	0
Profit for the period	2838.02	1222.78	2843.30	1224.20
Other comprehensive income
a. Items that will not be reclassified to profit or loss:
i) Remeasurement of defined employee benefit plan	(2.32)	(0.19)	(2.32)	(0.19)
ii) Income tax relating to item that will not be	0.58	0.05	0.58	0.05
reclassified to profit or loss
Total Other Comprehensive Income (Net of Tax)	(1.74)	(0.14)	(1.74)	(0.14)
Total Comprehensive Income for the period / Year	2836.28	1222.64	2841.56	1224.06
Paid up equity share capital (Face Value '' 10 per share)	2092.21	1848.41	2841.56	1848.41
Earnings per Equity Share (Basic) (in '')	14.75	6.61	14.78	6.62
Earnings per Equity Share (Diluted) (in '')	14.62	6.65	14.64	6.65

RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS

The key aspects of your Company''s performance during the financial year 2022-23 are as follows:

Standalone Financial Results:

Revenue from operations increased by 88.23% at '' 8475.96 lakhs (previous year '' 4503.05 lakhs). Profit before Tax increased
by 132.24 % to '' 3846.71lakhs (previous year '' 1656.38 lakhs). Profit after Tax is '' 2838.02 lakhs (previous year '' 1222.79
lakhs).

Consolidated Financial Results:

The Company achieved consolidated Revenue of '' 8485.80 lakhs (previous year '' 4529.15 lakhs) and Profit before Tax stood at
'' 3851.99 lakhs for the year under review (previous year '' 1657.79 lakhs).

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term shareholder value. The Board of
Directors of the Company at its meeting held on May 30, 2023 has recommended the Final Dividend of 45% i.e. '' 4.5 /- (Four
rupees and fifty paisa only) per equity share of '' 10/- each, which is subject to the approval of members at the ensuing Annual
General Meeting.

The Board of Directors of the Company has approved the Dividend Distribution Policy in accordance with the provisions of
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). This policy is
available on your Company''s website at https://praveg.com/code_of_conduct_and_policies/Dividend_
Distribution_Policy_PL.pdf.

CAPITAL STRUCTURE OF THE COMPANY

The Company''s paid-up equity share capital continues to stand at '' 2092.21 lakhs as on March 31,2023. During the FY 2022¬
23, your Company has issued 24,37,980 (Twenty Four Lakhs Thirty Seven Thousand Nine Hundred Eighty) equity shares of face
value of '' 10/- each at a price of '' 229/- each payable in cash, aggregating upto '' 55.83 crore and 12,00,000 (Twelve Lakhs)
warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of your Company of face value of ''10/-
each (''Warrants'') at a price of '' 268/- each payable in cash (''Warrants Issue Price''), aggregating upto '' 32.16 crore. The warrant
holders have paid 25% of the warrant issue price and have options to convert the warrants within a period of 18 months i.e. by
August 10, 2024.

Your Company does not have any scheme for the issue of shares, including sweat equity to the Employees or Directors of your
Company.

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the period ended March 31,2023.

MATERIAL CHANGES AND COMMITMENTS

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As of March 31, 2023, the Company has four subsidiaries and one joint venture. The Company had incorporated two wholly
owned Subsidiaries i.e. Praveg Adalaj Tourism Infrastructure Private Limited and Praveg Safaris Kenya Limited during FY 2022-23.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the
SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of the Company and a separate
statement containing the salient features of Financial Statement of subsidiaries and joint venture in the prescribed format
AOC-1 is appended as Annexure-I to the Board''s report.

The Annual Financial Statements and related detailed information of the subsidiaries and joint venture shall be made available
to the shareholders of the holding and subsidiaries and joint venture seeking such information on all working days during
business hours. The financial statements of the subsidiaries and joint venture shall also be kept for inspection by any
shareholders during working hours at your Company''s registered office and that of the respective subsidiaries and joint
venture concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated
Financial Statements and related information of your Company and audited accounts of each of its subsidiary joint venture,
are available on website of the Company at www.praveg.com under the ''Investor Relations'' section.

The Board of Directors of your Company has approved a Policy for determining material subsidiaries in line with the Listing
Regulations. The Policy is available on the Company''s website (https://praveg.com/code-of-conduct-and-policies/).

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint
venture of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual
Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year ended March 31,2023 is
uploaded on the website of the Company and can be accessed at www.praveg.com.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section
186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were on an arm''s length basis and were in the ordinary
course of business. Your Company had not entered into any transactions with the related parties which could be considered
material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy
envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions
required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the
website of the Company at https://praveg.com/code_of_conduct_and_policies/10.-Related-Party-Transactions-
Policy_PCL.pdf.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the
Institute of Company Secretaries of India, which have mandatory application during the FY 2022-23 under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI
Listing Regulations forms part of this Annual Report alongwith the required Certificate from Practising Company Secretary
regarding Compliance of the conditions of Corporate Governance as stipulated.

In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated
and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management Personnel of the
company, who have affirmed the compliance thereto.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, to the best of their knowledge and
ability state that:

a) In the preparation of annual accounts for the year ended March 31,2023, the applicable accounting standards have 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 prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2023 and of the profit or loss of the Company for the year ended on that period;

c) The Directors have taken proper and sufficient care for 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 the internal financial controls to be followed by the Company and that such Internal
Financial Controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directorate:

As of March 31,2023, your Company''s Board had seven members comprising of Two Executive Director, One Non-Executive
and Non-Independent Directors and Four Non-Executive Independent Directors. The Board has one woman Director. The
details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the
Corporate Governance Report, which forms part of this Annual Report.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial
literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of
commitment to the Company and devote adequate time for the meetings, preparation and attendance.

During the FY 2022-23, following changes took place:

Appointments/Re-appointments

Ms. Prolina Barada was appointed as an Executive Director of the Company by the members at 27th Annual General Meeting
held on November 28, 2022 with effect October 28, 2022 for a period of five years.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended
appointment of Ms. Pooja Khakhi as an Independent Director of the Company for a term of 5 (five) consecutive years with
effect from May 30, 2023.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended
appointment of Mr. Bhumit Patel as an Executive Director (Projects) of the Company for a term of 5 (five) consecutive years
with effect from August 14, 2023.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended
appointment of Ms. Bijal Parikh as an Executive Director (Finance) of the Company for a term of 5 (five) consecutive years with
effect from August 14, 2023.

Cessation

Mrs. Sunita Patel, Non-Executive Director tendered her resignation from the position of Director with effect from October 28,
2022. The Board noted and accepted her resignation at its meeting held on October 28, 2022 and the Board places on record
its immense appreciation for her contribution during her tenure as a Non-Executive Director of the Company.

Ms. Prolina Barada, Executive Director of the Company has tendered her resignation from the position of Director with effect
from August 14, 2023. The Board noted and accepted her resignation at its meeting held on August 14, 2023 and the Board
places on record its immense appreciation for her contribution during her tenure as an Executive Director of the Company.
Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the
Company, Mr. Vishnukumar Patel (DIN: 02011649), retires by rotation at the ensuing Annual General Meeting (AGM) and
being eligible, offers herself for re-appointment.

B. Key Managerial Personnel:

As of March 31,2023, your Company''s Board had three Key Managerial Personnel:

Paraskumar Patel - Managing Director

Dharmendra Soni - Chief Financial Officer

Mukesh Chaudhary - Company Secretary

During the FY 2022-23 under review, Mr. Mukesh Chaudhary, Company Secretary resigned w.e.f. April 15, 2022. Mr. Viral
Doshi, Chief Financial Officer resigned w.e.f. June 15, 2022 from the Company.

The Board placed on record its appreciation for the valuable services rendered by Mr. Mukesh Chaudhary and Mr. Viral Doshi.
The Company appointed Ms. Pratixa Seju as Company Secretary of the Company w.e.f. April 15, 2023. Ms. Pratixa Seju,
Company Secretary resigned w.e.f. June 30, 2023 from the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company
appointed Mr. Mukesh Chaudhary as Company Secretary w.e.f. July 1,2022.

C. Independent Directors

The Company''s Independent Directors have submitted requisite declarations confirming that they continue to meet the

criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The
Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of
Conduct.

All the Independent Directors of the Company have confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on
record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and
possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the
Management.

The Board is of the opinion that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses
requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the
Companies Act, 2013 and Listing Regulations diligently.

The Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the
Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine
the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides
for the factors in evaluating the suitability of individual Board members with diverse background and experience that are
relevant for the Company''s operations. The said policy is put up on the Company''s website and can be accessed at
https://praveg.com/code_of_conduct_and_policies/T-And-C-of-Appointment-of-IDs_PCIL.pdf.

D. Policy on Directors'' Appointment and Remuneration

The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding
principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the
Directors, Key Managerial Personnel and other employees of the Company. The policy is available on the Company''s website at
https://praveg.com/code_of_conduct_and_policies/6-Nomination-RemunerationPolicy_PCL.pdf.

E. Mechanism for Evaluation of the Board

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non¬
Independent Directors and Chairman of the Company. Pursuant to this framework, the Board has carried out the annual
evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors,
including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for
Board, Committee and individual Directors.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are
in progress. The performance evaluation of the Non-Independent Directors including Chairman was carried out by the
Independent Directors at a separate meeting of the Independent Directors on February 13, 2023. The Nomination and
Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of
performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well
as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various
aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance and the evaluation was carried out based on
responses received from the Directors.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific
focus on the performance and effective functioning of the Board and Individual Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company has adopted the criteria
recommended by the SEBI.

The Directors were given Six Forms for evaluation of the following:

i) Evaluation of Board;

ii) Evaluation of Committees of the Board;

iii) Evaluation of Independent Directors;

iv) Evaluation of Chairperson;

v) Evaluation of Non-Executive and Non-Independent Directors; and

vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Board of Directors have appointed Mr. Anand Lavingia, Practicing Company Secretary as scrutinizer for Board evaluation
process.

The Directors have sent the duly filled forms to Mr. Anand Lavingiaafter evaluation.

Mr. Anand Lavingia based on the evaluation done by the Directors has prepared a report and submitted the Evaluation Report.
The Chairperson based on the report of the scrutinizer has informed the rankings to each Director and also informed that
based on the Evaluation done by the Directors and also report issued by Mr. Anand Lavingia, the performance of Directors is
satisfactory, and they are recommended for continuation as Directors of the Company

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive
Directors on matters related to the Company''s values and commitments. They are also introduced to the organisation
structure, constitution of various committees, board procedures, risk management strategies, etc.

Strategic presentations are made to the Board where Directors get an opportunity to interact with Senior Management.
Directors are also informed of the various developments in the Company through Press Releases, emails, etc.

Senior management personnel of the Company make presentations to the Board Members on a periodical basis, briefing them
on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions
on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time
The Statutory Auditors and Internal Auditors of the Company make presentations to the Board of Directors on Financial
Statements and Internal Controls. They will also make presentation on regulatory changes from time to time.

BOARD DIVERSITY

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on its Board.
Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on
Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age and
culture. The Policy on diversity is available on the Company''s website and can be accessed at
https://praveg.com/code_of_conduct_and_policies/8-PolicyonBoard-Diversity_PCL.pdf

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W) Ahmedabad are the Statutory Auditors of the
Company for the year ended March 31,2023.M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W)
were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years at the Annual General
Meeting held on September 28, 2020. They have confirmed their eligibility and qualifications required under the Act for
holding office as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any qualification, reservation, adverse remarkor disclaimer. The Auditors''
Report is enclosed with the financial statements forming part of this Annual Report.

Disclosure of total fees paid to Statutory Auditor, on a consolidated basis

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the
Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March 31,
2023, is Rs. 8.00 lakhs.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board had appointed Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad, as the
Secretarial Auditor for conducting Secretarial Audit of the Company for the financial year ended March 31,2023.

The report of the Secretarial Auditor is given in Annexure-II. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year ended March 31,2023 for all applicable compliances as per the
Securities and Exchange Board of India Regulations and Circulars/Guidelines issued there under. The Annual Secretarial
Compliance Report issued by Mr. Anand Lavingia Practicing Company Secretary has been submitted to the Stock Exchanges
within 60 days of the end of the Financial Year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

A. Conservation of Energy

Being a responsible Company, Praveg''s daily operations are not energy-intensive. The Company follows energy efficient
practices to contribute its bit in energy conservation.

i) Steps taken or impact on conservation of energy:

The Company believes that energy conservation is a collective effort and works towards ensuring implementation of
energy efficient techniques by the staff by providing training and conducting awareness programmes.

ii) Steps taken for utilization of alternate sources of energy:

1. The Company follows energy-efficient techniques like limiting the use of artificial lights and encouraging use of natural
light as much as possible.

2. The Company uses energy efficient CFL or LED lights in place of regular bulbs to save energy.

3. The Staff has been advised to use hibernation mode on Computers when it is not in use.

4. All the employees are trained of the energy-saving features of appliances and other electronics like the printers and air-
conditioners.

5. The company ensures to replace the outdated electronic equipment with certified energy efficient ones.

iii) Capital investment on energy conservation equipments:

No significant capital investment is made on energy consumption equipment which can be quantified.

B. Technology absorption

Operations of the company do not involve any kind of special technology and there was no expenditure on research &
development during this financial year.

i) Efforts made towards technology absorption : Not Applicable

ii) Benefits derived : Not Applicable

iii) Details of Technology Imported in last three years

a) Details of Technology imported : Not Applicable

b) Year of import : Not Applicable

c) whether the technology been fully absorbed : Not Applicable

d) if not fully absorbed, areas where absorption has not

taken place, and the reasons thereof : Not Applicable

iv) Expenditure incurred on Research and Development : Not Applicable

C. Foreign Exchange Earnings and Outgo

During the Financial Year, the foreign exchange earned in terms of actual inflows was NIL, whereas the foreign exchange
in terms of actual outflows was NIL.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separate annexure forming part of this
Report as Annexure III.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request.
In terms of Section 136 of the Companies Act, 2013, theReport and Accounts are being sent to the members and others
entitled thereto, excluding the information on employees'' particulars which 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 Annual
General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in this
regard.

LISTING AT STOCK EXCHANGE

The Company''s equity shares are listed on the BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street,

Mumbai - 400 001, Maharashtra, India

The Company has paid the Annual Listing Fees to the BSE Limited for the Financial Year 2022-23.

DISCLOSURES

Meetings of the Board

Fourteen Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by
each Director are detailed in the Corporate Governance Report.

Committees of the Board

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the
Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

Audit Committee

The Audit Committee comprises Mr. Ajit Panda (Chairman), Mr. Jaladhi Shah and Mr. Rajendrakumar Patel. During the year, all
the recommendations made by the Audit Committee were accepted by the Board.

Share Capital

The Authorised Capital of the Company is '' 40,00,00,000/- divided into 4,00,00,000 Equity Shares as on March 31,2023 and
The Paid-up Share Capital of the Company as on March 31,2023 is ''20,92,20,800/- divided into 2,09,22,080 Equity Shares of
''10 each fully paid up.

Corporate Social Responsibility (CSR)

The Company has focused on several corporate social responsibility programs. The Company continues its endeavour to
improve the lives of people and provide opportunities for their holistic development through its different initiatives in the
areas of Education, Employment enhancing vocation skills, Arts, Culture, promotion of traditional art and handicrafts.

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The policy can
be accessed at https://praveg.com/code_of_conduct_and_policies/CSR-Policy.pdf.The brief details of CSR Committee are
provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed herewith and marked as
Annexure IV to this Report.

Internal Financial Controls

Based on the framework of internal financial controls and compliance systems established and maintained by the Company,
work performed by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees,
including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and
effective during the financial year 2022-23.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its
operations are in place and have been operating satisfactorily.

Reclassification of Promoters / Promoter Group to Public

The Company has received approval from Stock Exchange i.e. the BSE Limited on July 07, 2022 for the re-classification of the
following Promoters and Members of the Promoter Group of the Company from the ''Promoter and Promoter Group'' category
to the ''Public'' category of the shareholders of the Company, in accordance with Regulation 31A of the Listing Regulations.

Sr. No. Name of the Promoters and Members of the Promoter Group Category

1 Pravinbhai Maneklal Patel Promoter

2 Jyotsnaben Pravinbhai Patel Promoter

3 Jayesh Ishwarlal Patel Promoter Group

4 Rajesh K Patel Promoter Group

5 Manishkumar Sureshchandra Rami Promoter Group

6 Kalpesh Ramanlal Patel Promoter Group

7 Parag Vijaykumar Patel Promoter Group

Risk Management Policy

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'' value
and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the
variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and
mitigation measures.Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to
be adopted by the Board. The Company has adequate internal control systems and procedures to combat risks. The said Policy
is available on the website of the Company athttps://praveg.com/code_of_conduct_and_policies/Risk_
Management_Policy_PL.pdf.

Vigil Mechanism & Whistle Blower Policy

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of
applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics

Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or
dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The
said Policy is available on the website of the Company at https://praveg.com/code_of_conduct_and_policies/11-
WhistleBlowerPolicy_PCL.pdf.

Prevention of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee for various workplaces to
address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for
prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were
no cases/complaints filed during the year under POSH Act.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares
and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
The Board is responsible for implementation of the Code.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which
materially impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely
"www.praveg.com" containing basic information about the Company. The website of the Company is also containing
information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company
who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

GENERAL

Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items, during the year under review:

I. Details relating to deposits covered under Chapter V of the Act.

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

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iv. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company

v. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees.

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

vii. Change in the nature of business of the Company.

viii. Instances of transferring the funds to the Investor Education and Protection Fund.

ix. Under Corporate Insolvency Resolution Process under the Details of any application fled for corporate insolvency and
Bankruptcy Code, 2016.

x. Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013

xi. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime

settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof.

xii. There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future operations

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute "forward looking statements". These forward-looking statements
are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those
suggested by forward looking statements. Important factors that could influence the Company''s operation can be affected by
global and domestic demand / supply and price conditions in the domestic and overseas markets in which the Company
operates changes in government regulations, tax laws, and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Company express its appreciation for the sincere co-operation and assistance of the Central and the State Governments,
authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense
of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude, the
encouragement and support extended by our valued shareholders.

For an on behalf of the Board of Directors

For and on behalf of the Board of Directors

Date : August 14, 2023 Vishnukumar Patel Bijal Parikh

Place : Ahmedabad Chairman Director

DIN 02011649 DIN 07027983

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Mar 31, 2022

The Board of Directors present this Annual Report of Praveg Communications (India) Limited (the Company or Praveg) along with the Audited Financial Statements for the financial year ended March 31,2022 (FY 2021-22).

FINANCIAL PERFORMANCE

The Company''s financial performance (standalone and consolidated) for the year ended March 31,2022 is summarized below:

('' in Lakhs)
FINANCIAL RESULTS AND APPROPRIATIONS	STANDALONE 2021-22 2020-21		CONSOLIDATED 2021-22 2020-21
Income
Income from Operations	4498.86	4527.05	4524.96	4531.52
Other Income	4.19	42.60	4.19	33.37
Total Income	4503.05	4569.65	4529.15	4564.89
Expenses
Events & Site Expenses	1764.24	2256.34	1774.63	2256.34
Employee Benefit Expenses	476.87	377.38	476.86	377.38
Financial Costs	50.07	33.41	50.08	33.47
Depreciation And Amortisation Expenses	267.87	164.10	267.87	164.10
Other Expenses	287.64	306.15	301.92	307.17
Total Expenses	2846.68	3137.38	2871.36	3138.46
Profit/(Loss) before loss of Share of Joint Venture, Exceptional Items & Tax Expenses	1656.37	1432.27	1657.79	1426.43
Share of profit /(loss) from Joint Venture	0.00	0.00	0.00	0.01
Profit/(Loss) before Exceptional Items & Tax Expenses	1656.37	1432.27	1657.79	1426.44
Exceptional Items	0.00	0.00	0.00	0.00
Profit /(loss) before tax	1656.37	1432.27	1657.79	1426.44
Tax Expense	433.59	352.38	433.59	352.38
Current Tax	431.56	375.20	431.56	375.20
Deferred Tax	2.03	(22.82)	2.03	(22.82)
Profit/(Loss) for the period / year from continuing operations	1222.78	1079.89	1224.20	1074.06
Profit/(Loss) from discontinued operations	0	0	0	0
Tax expenses of discontinued operations	0	0	0	0
Profit for the period	1222.78	1079.89	1224.20	1074.06
Other comprehensive income
a. Items that will not be reclassified to profit or loss:
I) Remeasurement of defined employee benefit plan	(0.19)	5.33	(0.19)	5.33
ii) Income tax relating to item that will not be
reclassified to profit or loss	0.05	(1.34)	0.05	(1.34)
Total Other Comprehensive Income (Net of Tax)	(0.14)	3.99	(0.14)	3.99
Total Comprehensive Income for the period / Year	1222.64	1083.88	1224.06	1078.05
Paid up equity share capital (Face Value '' 10 per share)	1848.41	1848.41	1848.41	1848.41
Earnings per Equity Share (Basic Diluted) (in '')	6.61	5.86	6.62	5.83

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.

RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS

The key aspects of your Company''s performance during the financial year 2021-22 are as follows:

Consolidated Financial Results:

The Company achieved consolidated Revenue of '' 4529.15 lakhs as compared to '' 4564.89 lakhs for the previous year and Profit before Tax stood at ''1657.79 lakhs for the year under review as compared to '' 1426.44 lakhs for the previous year.

Standalone Financial Results:

The Company recorded total revenue of '' 4503.05 lakhs was stable as compared to '' 4569.65 lakhs for the previous year. Profit before Tax increased by 15.65 % to '' 1656.37 lakhs as compared to '' 1432.27 lakhs for the previous year.

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

DIVIDEND

The Board of Directors at their meeting held on May 24, 2022, has recommended payment of '' 4 /-(Rupees Four only) (40%) per equity share of the face value of '' 10 (Rupee ten only) each as a final dividend for the financial year ended March 31,2022. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company and shall be subject to deduction of income tax at source.

The total dividend amount for the financial year 2021-22, including the proposed final dividend, amounts to '' 4/- (Rupees Four only) per equity share of the face value of '' 10 (Rupee ten only) each (total dividend payout for the FY 2021-22 amounting to '' 739.364 lakhs) as against the total dividend of '' 4/- (Rupees four only) per equity share of the face value of '' 10 (Rupee ten only) each paid for the previous financial year 2020-21 (total dividend payout for the FY 2020-21 amounting to '' 739.364 lakhs).

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

The Company has received approval for Listing and Trading of 13333500 equity shares issued pursuant to Scheme of Amalgamation of Praveg Communications Limited with Praveg Communications (India) Limited (Formerly known as Sword and Shield Pharma Limited) and their shareholders and creditors, from the Stock Exchange i.e. BSE Limited during the financial year 2021-22.

There are no other significant and material orders passed by the Regulators or Courts or Tribunals which would impacts the going concern status and company''s future operations.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of subsidiaries, joint ventures and associates in the prescribed format AOC-1 is appended as Annexure-I to the Board''s report. The statement also provides details of the performance and financial position of each of the subsidiaries.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2022 is available on the Company''s website and can be accessed at www.praveg.com.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at https://praveg.com/code_of_conduct_and_policies/10.-Related-Party-Transactions-Policy_PCL.pdf

SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Practising Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated.

In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management Personnel of the company, who have affirmed the compliance thereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(C) read with sub-section (5) of the Companies Act, 2013, to the best of their knowledge and ability state that:

a) In the preparation of annual accounts for the year ended March 31, 2022, the applicable accounting standards have 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 prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit or loss of the Company for the year ended on that period;

c) The Directors have taken proper and sufficient care for 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 the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31,2022, your Company''s Board had seven members comprising of one Executive Director, two Non-Executive and Non-Independent Directors and four Non-Executive Independent Directors. The Board has one woman Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

The Board of Directors has appointed Mr. Dharmendrakumar Manilal Soni as Chief Financial Officer of the Company effective from December 20, 2021. In the opinion of Board, He possesses requisite expertise and experience for appointment as Chief Financial Officer of the Company.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

The Company has received declarations from all the Independent Directors of the Company confirming that a) they meet the criteria of independence prescribed under the Act and the Listing Regulations and b) they have registered their names in the Independent Directors'' Databank.

Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Notice of Annual General meeting.

The Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company''s operations. The said policy is put up on the Company''s website and can be accessed at https://praveg.com/code_of_conduct_and_policies/T-And-C-of-Appointment-of-IDs_PCIL.pdf.

PERFORMANCE EVALUATION

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, NonIndependent Directors and Chairman of the Company. Pursuant to this framework, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on February 10, 2022. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W) Ahmedabad are the Statutory Auditors of the Company for the year ended March 31,2022. M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W) were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years at the Annual General Meeting held on September 28, 2020. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Disclosure of total fees paid to Statutory Auditor, on a consolidated basis

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March 31, 2022, is '' 6.00 lakhs.

Secretarial Auditor

The Board of Directors of the Company had appointed Mr. Anand Lavingia, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31,2022 is annexed herewith and marked as Annexure-II to this Report. The Secretarial Audit Report contains one remark. As per the report of Secretarial Auditor, One of the Designated Person had initiated contra transactions in violation of Code of Internal Procedures and Conduct for Prevention of Insider Trading in Securities of Praveg Communications (India) Limited. In this regard, your company submits that as per the details received from the designated person, the transaction was inadvertently executed. The Company had levied penalty of '' 1,000/- against the profit of '' 371/- earned by him on the said shares and after collecting the same from Designated Person, deposited it to the SEBI - IPEF as per SEBI Circular No. SEBI/HO/ISD/ISD/CIR /P/2020/135 dated July 23, 2020

Further, Secretarial Audit Report do not contain any other qualification, adverse remarks or disclaimer. The Company has also complied with Regulation 24A of SEBI Listing Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

Being a responsible Company, Praveg''s daily operations are not energy-intensive. The Company follows energy efficient practices to contribute its bit in energy conservation.

i) Steps taken or impact on conservation of energy:

The Company believes that energy conservation is a collective effort and works towards ensuring implementation of energy efficient techniques by the staff by providing training and conducting awareness programmes.

ii) Steps taken for utilization of alternate sources of energy:

1. The Company follows energy-efficient techniques like limiting the use of artificial lights and encouraging use of natural light as much as possible.

2. The Company uses energy efficient CFL or LED lights in place of regular bulbs to save energy.

3. The Staff has been advised to use hibernation mode on Computers when it is not in use.

4. All the employees are trained of the energy-saving features of appliances and other electronics like the printers and air-conditioners.

5. The company ensures to replace the outdated electronic equipment with certified energy efficient ones.

iii) Capital investment on energy conservation equipments:

No significant capital investment is made on energy consumption equipment which can be quantified.

B. Technology absorption

Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year.

i) Efforts made towards technology absorption:Not Applicable

ii) Benefits derived:Not Applicable

iii) Details of Technology Imported in last three years

a) Details of Technology imported :Not Applicable

b) Year of import :Not Applicable

c) whether the technology been fully absorbed :Not Applicable

d) if not fully absorbed, areas where absorption has not

taken place, and the reasons thereof :Not Applicable

iv) Expenditure incurred on Research and Development:Not Applicable

C. Foreign Exchange Earnings and Outgo

During the Financial Year, the foreign exchange earned in terms of actual inflows was NIL, whereas the foreign exchange in terms of actual outflows was NIL.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separate annexure forming part of this Report as Annexure III.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which 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 Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in this regard.

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on the BSE Limited.

DISCLOSURES

Meetings of the Board

Seven Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

Committees of the Board

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

Audit Committee

The Audit Committee comprises Mr. Ajit Panda (Chairman), Mr. Jaladhi Shah and Mr. Rajendrakumar Patel. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Share Capital

During the year, the Company increased Authorised Capital from '' 18.50 crores to '' 40.00 crores divided into 4.00 crores equity shares of '' 10/- each and Paid-up Capital of the Company is '' 18.48 crores divided into 1.85 crores equity shares of '' 10/-each. The Authorised Capital of the Company is '' 40.00 crores as at March 31,2022 and the paid-up equity share capital as at March 31,2022 is '' 18.48 crores.

Corporate Social Responsibility (CSR)

The Company has focused on several corporate social responsibility programs. The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Education, Employment enhancing vocation skills, Arts, Culture, promotion of traditional art and handicrafts.

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The policy can

be accessed at https://praveg.com/code_of_conduct_and_policies/CSR-Policy.pdf. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed herewith and marked as Annexure IV to this Report.

Internal Financial Controls

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2021-22.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily.

Policy on Directors'' Appointment and Remuneration

The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. The policy is available on the Company''s website at https://praveg.com/code_of_conduct_and_policies/6-Nomination-RemunerationPolicy_PCL.pdf.

Reclassification of Promoters/ Promoter Group to Public

During the year under review, the Board of Directors of the Company had received requests from the following Promoters and Members of the Promoter Group of the Company, for reclassifying their shareholding in the Company from the "Promoter and Promoter Group" category to the "Public" category, in accordance with Listing Regulations as amended and other rules, regulations and guidelines, as applicable, in this regard:

Sr. No.	Name of the Promoters and Members of the Promoter Group	Category
1	Pravinbhai Maneklal Patel	Promoter
2	Jyotsnaben Pravinbhai Patel	Promoter
3	Jayesh Ishwarlal Patel	Promoter Group
4	Rajesh K Patel	Promoter Group
5	Manishkumar Sureshchandra Rami	Promoter Group
6	Kalpesh Ramanlal Patel	Promoter Group
7	Parag Vijaykumar Patel	Promoter Group

The Board of Directors of the Company at its meeting held on October 27, 2021, considered and approved the re-classification of the status of the said Promoters and the Members of Promoter Group from Promoter and Promoter Group Category to Public Category of the Company, subject to necessary approvals from the Shareholders, the Securities and Exchange Board of India (SEBI), Stock Exchanges, as may be required. Shareholders of the Company had approved the Resolution through postal Ballot on November 27, 2021. Pursuant to the same, an application in terms of Regulation 31A of Listing Regulations was made to the Stock Exchanges for their approval for the reclassification.

The Application is under process with Stock Exchange i.e. BSE Limited for reclassification of the said Promoters and the Members of Promoter Group to Public Category of the Company as on the signing of this report.

Risk Management Policy

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Vigil Mechanism & Whistle Blower Policy

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at https://praveg.com/code_of_conduct_and_policies/11-WhistleBlowerPolicy_PCL.pdf.

Prevention of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee for various workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.praveg.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

GENERAL

Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:

i. Details relating to deposits covered under Chapter V of the Act.

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

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iv. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company

v. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

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

vii. Change in the nature of business of the Company.

viii. Instances of transferring the funds to the Investor Education and Protection Fund.

ix. Issue of debentures / bonds / warrants / any other convertible securities.

x. Under Corporate Insolvency Resolution Process under the Details of any application fled for corporate insolvency and Bankruptcy Code, 2016.

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

xii. Statement of deviation or variation in connection with preferential issue.

ACKNOWLEDGEMENTS

Your directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from Government Authorities, lending institutions, and esteemed shareholders of the company. Directors also record their appreciation for the total dedication of the employees.

For and on behalf of the Board of Directors

Date : May 24, 2022 Vishnukumar Patel Paraskumar Patel

Place : Ahmedabad Chairman Managing Director

DIN 02011649 DIN 00467608

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Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting the Twentieth Annual Report of your Company together with the audited accounts for the year ended March 31, 2015:

(Rs. In Lakhs)

Particulars 2014-15 2013-14

Sales & Operating Income 122.55 55.31

Other Income 3.99 2.16

Total Revenue 126.54 57.47

Operating Profits (PBDIT) (7.44) (91.44)

Less: Depreciation 36.20 16.91

Interest 0.00 0.00

Profit Before Tax & Exceptional Items (30.78) (108.35)

Less: Exceptional Items (2.02) (0.45)

Current Tax 0.00 0.00

Profit after Tax (23.63) (108.12)

FINANCIAL PERFORMANCE:

The turnover of the company in the year 2014-15 is Rs. 122.55 Lacs as against Rs. 55.31 Lacs for the previous year 2013-14.

During the current financial year our Company has a net loss of Rs. 23.63 Lacs as against the loss of Rs. 108.12 Lacs in P.Y. 2013-14.

Dividend:

Your Directors have not declared any dividend during the year under review due to losses.

MANAGEMENT DISCUSSION AND ANALYSIS [MDA]:

MDA, for the year under review, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of this Annual Report.

PROFESSIONAL MANAGEMENT

The company is strategically taking calls to merge teams of both the verticals to increase the network without increasing the fixed costs significantly. An increased team of professionals to advice on the financial decisions of financial fluctuations and a smooth on time outsourced internal audit team to help us receive apt reports to take informed decisions about the segment wise performance and profitability.

RISK PERCEPTION AND RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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 Statement.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company i.e. 31st March, 2015 and the date of Director''s Report i.e. September 4, 2015.

Related Party Transactions

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website also the same have been inserted in the Auditors Report.

DIRECTORS:

i. Cessation:

During the year no Directors resigned.

ii. Retirement by rotation:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Pravinbhai Patel (DIN - 01877446) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iii. Appointment of Director:

During the financial year no Directors'' were appointed but as on August 4, 2015, 4 Directors were appointed in the Company viz. Mr. Jayeshkumar Patel, Mr. Dilipkumar Patel, Mr. Kanjibhai Chaudhary and Mr. Paresh Patel.

iv. Independent Directors:

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149[6].

v. Profile of the Directors seeking appointment / reappointment:

As required under Clause 49 of the Listing Agreement, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 20th Annual General Meeting.

Mr. Jayeshkumar Patel, Mr. Dilipkumar Patel, Mr. Kanjibhai Chaudhary and Mr. Paresh Patel have offered themselves to be appointed as the Independent Directors of the Company. The shareholders resolution shall be put into the motion in the ensuring general meeting to regularize them.

vi. Chairman:

Mr. Pravinbhai Patel - is the Chairman of the Board of Directors of the Company and also holds the chair as a chairman in the Board Meeting of the Company.

Board Evaluation

Pursuant to the provisions of the Act and Rules made there under and as provided under Schedule IV of the Act and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of itself, the Directors individually as well as the evaluation of its committees. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

Committee of Board

Your Company has not formed any Committees which are the part of Corporate Governance practices and are not in compliance with the requirements of the relevant provisions of applicable laws.

The Company has following committees of the board w.e.f. August 4, 2015 viz:

* Audit Committee.

* Nomination and Remuneration Committee.

* Stakeholders'' Grievances and Relationship Committee.

Directors'' Responsibility Statement:

In terms of section 134[3][c] of the Act, your Directors state that:

i. in the preparation of the annual financial statements for the year ended on 31st March, 2015, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit of the company for the year ended on that date,

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

iv. the annual financial statements are prepared on a going concern basis,

v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

INTERNAL CONTROLS & THEIR ADEQUACY:

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the internal auditors and recommends actions for further improvement of the internal controls.

INTERNAL AUDIT & INSPECTION:

A comprehensive system of internal inspection and audit is in place in the company to monitor internal control systems. The scope and coverage of the Audit is reviewed from time to time to make it more focused and effective. The system of both outsourcing and in-house audit continued during the year 2014-15.

HUMAN RESOURCES:

During the year under review the employee attrition was minimal. The management continues its efforts in imparting professional training to Executives and Staff members at various levels with the view to upgrade their competence and managerial abilities. The Industrial relations in the company continued to be cordial in the year 2014-15.

CAUTIONARY STATEMENT:

The statements and observations made in this analysis are reflective of the collective opinion of the company. Wherever possible, conservative estimates have been considered.

Certain statements in this section relating to estimates, projections and expectations may be forward looking within the meaning of applicable laws and regulations. The actual results could differ marginally from what the directors envisage in terms of the future performance and outlook. The factors that may affect the performance of the company will be changes pertaining to government policies, tariff barriers, delays in registrations, changes in local and overseas markets and the related factors thereof.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act - 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

BOARD MEETINGS:

A calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. During the year, 4 Board and no Audit Committee Meetings were convened and held, the details of which are provided in the Corporate Governance Report, forming part of the Directors'' Report.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. Pursuant to Clause-49 of listing agreement to the Stock Exchange Corporate Governance Report and Practicing Company Secretaries'' on its compliance is annexed and forms part of this report.

AUDITORS:

Pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, as amended from time to time, and M/s. B. K. Patel & Co., Chartered Accountants, Ahmedabad [FRN: 112647W] be and are hereby appointed as the Statutory Auditors of the Company for the Financial Year 2015-16 in place of M/s. Janak Soni & Associates, Ahmedabad, [FRN: 121405W] who express their unwillingness to act as an Auditor of the Company. M/s. B. K. Patel & Co., Chartered Accountants, Ahmedabad [FRN: 112647W] to hold office for a term of 5 (Five) years.

AUDITORS'' REPORT:

M/s. Janak Soni & Associates, Ahmedabad, [FRN: 121405W] holds the position of the Statutory Auditor of the Company. They have furnished an Auditors report as per the provisions of the Companies Act, 2013 and Rules made thereunder for the year ended March 31, 2015.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed Mr. Anand S. Lavingia - Practicing Company Secretary to undertake Secretarial Audit for the financial year ended on 31st March, 2015. Secretarial Audit Report is attached to this report as Annexure-"A". The Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

Corporate Social Responsibility [CSR]:

The Provisions of the CSR Committee are not applicable to the company so the company does not require forming the CSR Committee.

Business Risk Management:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Managing the Risks of fraud, corruption and unethical business practices:

i. Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

ii. Code of Conduct:

The company is having its code of conduct to be followed by the Management. The same have been also published on the website of the company.

Extract of Annual Return:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31st March, 2015 in Form MGT-9 forms part of this Annual Report as Annexure- "B".

Constitution of Audit Committee:

The Board has constituted the Audit Committee which comprises of Mr. Jayeshkumar Patel, Mr. Pravinbhai Patel and Mr. Paresh Patel as the members. More details on the Committee are given in the Corporate Governance Report.

Particulars of Employees:

There are no employees who fall in the category of the information required under section 197 of the Act read with Rule 5[1] of The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014.

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

The details of conservation of energy, technology absorption etc. as required to be given under section 134[3][m] of the Companies Act 2013 read with the Companies [Accounts] Rules, 2014, are not applicable to our Company, as our Company has not carried out in the manufacturing activities.

The foreign exchange earnings on account of the operation of the Company during the year were Rs. Nil.

General Disclosure:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134[3] of the Act and Rule 8 of The Companies [Accounts] Rules, 2014 to the extent the transactions took place on those items during the year.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS.

4. There is no revision in the Board Report or Financial Statement.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable cooperation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered Office By Order of the Board 311, Rajkamal Plaza For, Sword & Shield Pharma Limited B/H Highcourt Navrangpura, Ahmedabad Pravinbhai Patel Managing Director Place : Ahmedabad DIN: 01877446 Date : September 4, 2015

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Mar 31, 2013

The Members,

The Directors Feel pleasure in presenting the 18 th Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March 2013.

OPERATIONS:

The slack economic condition is prevailing to the Industries in the Country. The net loss for the year ended on 31 5t March 2013 amounts to Rs. (-24,99,931/-). The accumulated Loss Account of the company stand to (34,643,790/-) the Board of the Directors of the company are putting constant efforts to overcome the touch market.

DIVIDEND

As the company is facing heavy losses, The Board of Directors do not recommend any Dividend.

DEPOSITS

The company has not accepted any deposits from the public during the year under review.

DIRECTORS

Smt. Jyotsanaben Patel, being a Director liable to retire by rotation and being longest in the office, shall retire by rotation and being eligible for reappointment, offers herself for reappointment.

AUDITORS

M/s Janak Soni & Associates, Chartered Accountant, Ahmedabad being statutory auditors of the company, shall retire at the annual general meeting and eligible offer herself for re-appointment.

COMPLIANCE CERTIFICATE

In terms of Section 383A of the Companies act, 1956 and Companies (Compliance Certificate) Rules 2002, Compliance Certificate obtained is attached herewith.

DIRECTOR RESPONSIBILITY STATEMENT

The directors declare and confirm:

(A) That in presentation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(B) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 ended on 31st March, 2013 and the profit of the company for that year.

(C)The Directors have taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2013, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detection of fraud and other irregularities.

(D)That the directors had prepared the accounts for the financial year ended 31 st March 2013, on a going concern basis.

Conservation of Energy:

a) Energy Conservation Measures Taken :

The maintenance of all electrical installation has been carried out continuously. The preventing maintenance program implemented by the company has helped the company to save any possible loss of energy.

b) Additional investments and proposal, if any being implemented for reduction of Consumption of Energy: Nil

c) Impact of measures at a) & b) above for reduction of energy consumption and consequent impact on cost of production of goods:

The company was able to prevent any possible waste of energy consumption.

d) Total energy consumption and energy consumption per unit of production in prescribed Form A are mentioned below:

Technology Absorption :

The technology adopted is indigenous and hence there is no question of technology.

Date: 14/08/2013 By Order of the Board of Director

Place: Ahmedabad For Sword and Shield Pharma Limited

Sd/-

Pravin Patel

Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting the Sixteenth Annual Report on the business and operations of the Company and Audited Statement of Accounts of the Company for the year ended 31 March. 2011. FINANCIAL RESULTS

The Profit and Loss Account of the company shows a Net Loss amounting to Rs. 27,18,399.10, GENERAL REVIEW

The company''s performance was not fully satisfactory during the year. The company could not achieve its turnover as well it could not achieve its target of Net Profit Your Directors are hopeful that the company shall be able to achieve its target of Net Profit in the year to come. The future of the company seems to be bright.

DIVIDEND

Directors have not recommended dividend during the year.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the year under review

PARTICULARS OF EMPLOYEES

None of the employee of the company received remuneration in excess of the limit speedier u/s 217 (2A) of the Companies Act 1956

DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY

The details as required by Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are annexed hereto and forms part of the report.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 the Directors confirm that; In presentation of the annual accounts, the applicable standards had been followed along with proper explanation relation to material departures;

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

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records In accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detection fraud and other irregularities; The Directors had prepared the annual accounts on a going concern basis. AUDITORS

A. C. Brahmakshatriya & Co., Chartered Accountant, retiring auditors is eligible for re- appointment and offers them for reappointment.

In respect of the observation made by the auditors in their report, your directors wish to state that the respective notes to the accounts are self explanatory and therefore do not call for any further comments.

COMPLIANCE CERTIFICATE

In terms of S-383A of the companies act, 1956 and companies (Compliance Certificate) Rules. 2002, Compliance Certificate obtained from Company Secretary fn whole time practice is attached herewith.

CORPORATE GOVERNANCE

The company has taken adequate steps to ensure that all mandatory provisions of corporate governance as presented under the amended Listing Agreements of the Stock Exchanges with which the company is listed are applied with. A separate report on corporate Governance is Annexure - B along with the auditor''s certificate on its compliance and forms part of this report

APPRECIATION

We wish to place on record our deep and sincere appreciation for the contribution made by the workers, staff and executives to the performance of the Company

Date : 30/08/2011 BY ORDER OF THE BOARD OF DIRECTORS

Place ;AHMEDABAD

Sd/-

MANAGING DIRECTORS

---

Mar 31, 2010

The Directors have pleasure in presenting the Fifteenth Annual Report on the business and operations of the Com- pany and Audited Statement of Accounts of the Company for the year ended 31 March, 2010.

FINANCIAL RESULTS

The Profit and Loss Account of the company shows a Net Profit amounting to Rs. 863,218.37

GENERAL REVIEW

The companys performance was not fully satisfactory during the year. The company could not achieve its turnover as well it could not achieve its target of Net Profit. Your Directors are hopeful that the company shall be able to achieve its target of Net Profit in the year to come. The future of the company seem; to be bright.

DIVIDEND

Directors have not recommended dividend during the year.

DIRECTORS

Shri Himanshu Patel retires by rotation in terms of Sec. 256 of the Companies Act, 1956 and being eligble offers himself for reappointment.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the year under review.

PARTICULARS OF EMPLOYEES

None of the employee of the company received remuneration in excess of the limit specified u/s 217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY

The details as required by Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are annexed hereto and forms part of the report.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

In presentation of the annual accounts, the applicable standards had been followed along with proper explanation relation to material departures;

The Directors had selected such accounting policies and applied them consistently and made judgments and esti- mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year andof the profit of your Company for that period;

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detection fraud and other irregularities;

The Directors had prepared the annual accounts on a going concern basis; AUDITORS

A. C. Brahmakshatriya & Co., Chartered Accountant, retiring auditors is eligible for re-appointment and offers them for reappointment.

In respect of the observation made by the auditors in their report, your directors wish to state that the respective notes to the accounts are self explanatory and therefore do not call for any further comments.

COMPLIANCE CERTIFICATE

In terms of S-383A of the companies act, 1956 and companies (Compliance Certificate) Rules, 2002, Compliance Certificate obtained from Company Secretary in whole time practice is attached herewith.

CORPORATE GOVERNANCE

The company has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended Listing Agreements of the Stcok Exchanges with which the company is listed are applied with. A separate report on Corporate Governance is Annexure - B along with the auditors certificate on its compliance and forms part of this report.

APPRECIATION

We wish to place on record our deep and sincere appreciation for the contribution made by the workers, staff and executives to the performance of the Company.

By Order of the Board of Directors

Sd/-

Managing Director

Date : 01/09/2010

Place : AHMEDABAD.

---

Mar 31, 2009

The Directors have pleasure in submitting their Fourteenth Annual Report & the Accounts of the Company for the year ended 31-3-2009.

FINANCIAL RESULTS :

2008-09 2007-2008

Particulars Amount(Rs.In Lacs) Amount(Rs.In Lacs)

INCOME 213.55 191.86

INCREASED (DECREASE) IN GOODS 4.19 6.46

EXPENDITURE 191.06 178.35

PROFIT BEFORE DEPRECIATION 26.68 19.96

DEPRECIATION 25.16 56.72

MISC. WRITTENOFF 19.26

PROFIT/LOSS BEFORE TAXL52 152 (56.02)

PROVISION FOR TAX 0T9 .....

PROFIT/LOSS CARRIED TO B/S. 1.33 (56.02)

OPERATIONS :

During the financial year 2008-2009, the performance of the Company was not satisfactory. However, during the financial year company succed in covering up its losses incurred last year and put the company in positive trak. The income of the company was decreased this year and there was decrease in the manufactureing expenses also. During this year company has faced major ups and downs in the market condition and the financial position of the company was severely affected. The company incurred a net Profit of Rs. 1,32,900/-. The management is sincerely endeavoring to increase its income and control its overheads, so as to bring positive results. Thus the Director are hopeful for the current year.

DIVIDEND :

In view of the insufficient profit, your directors do not recommend any dividend for the financial year 2008-2009.

DIRECTORS:

Smt. Jyotshnaben Patel retires by rotation in terms of Section 256 of The Companies Act. 1956 and being eligible offers himself for re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit coming under the provisions of Section 58 A of the Companies Act, 1956 read with Companies (Acceptance of deposits) Rules, 1975.

AUDITORS :

M/s. Sompura & Associated, Chartered Accounts the Auditors of the Company retire at the conclusion of this Annual General Meeting M/s. Sompura & Company to apponted a auditors. Your Directors recommend their appointment. ,

In respect of the observation made by the Auditors in their Report, Your Directors wish to state that the respective notes to the Accounts are self explanatory and therefore do not call for any further comments.

In terms of Section 217 (2AA) of The Companies Act, 1956 in relation to financial statement for the year under reference, the Board of directors state that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. Reasonable and prudent accounting polices have been used in the preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judegment and estimates have been made in respect to items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2009, and of the profit for the year ended on that date.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provision of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The financial statements have been prepared on a going concerned basis.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARN- ING AND OUTGO :

A Statement giving details of conservation of energy technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the Report.

CORPORATE GOVERNANCE :

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges with which the Company is listed are applied with. A separate report on Corporate Governance is Annexure B along with the Auditors Certificate on its, compliance and forms part of this Report.

PERSONAL :

During the year employer-employee relations continued to be cordial. There was no employee drawing remunera- tion exceeding the limits laid down u/s. 217 of the Companies Act. 1956. Hence, particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not required to be given.

ACKNOWLEDGEMENT :

Your Directors are thankful to the entire team of personnel, who have put in their efforts for helping the Company to earn name and fame in the market by providing efficient and prompt service to its clients, Your Directors also place on records with deep sense of gratitude, their appreciation for the co-operation and support extended to the Company by Bankers, Customers and Business Associates of the company.

By Order of the Board of Directors

Sd/- Managing Director

Date : 19th August 2009 Place : Ahmedabad.

---

Mar 31, 2008

The Directors have pleasure in submitting their Thirteenth Annual Report & the Accounts of the Company for the year ended 31-3-2008.

FINANCIAL RESULTS :

2007-08 2006-2007 Particulars Amount (Rs. In Lacs) Amount (Rs. In Lacs)

INCOME 191.86 144.31

INCREASED (DECREASE) IN GOODS 6.46 (2.22)

EXPENDITURE 178.35 125.13

PROFIT BEFORE DEPRECIATION 19.96 16.96

DEPRECIATION 56.72 16.64

MISC. WRITTENOFF 19.26 0.26

PROFIT/LOSS BEFORE TAX (56.02) 0.05

PROVISION FOR TAX - -

PROFIT/LOSS CARRIED TO B/S. (56.02) 00.5

OPERATIONS :

During the financial year 2007-2008, the performance of the Company was not satisfactory. However, during the financial year company succed in covering up its losses incurred last year and put the company in positive trak. The income of the company was decreased this year and there was decrease in the manufactureing expenses also. During this year company has faced major ups and downs in the market condition and the financial position of the company was severely affected. The company incurred a net loss of Rs. 56.02.207/-. The management is sincerely endeavoring to increase its income and control its overheads, so as to bring positive results. Thus the Director are hopeful for the current year.

DIVIDEND :

In view of the insufficient profit, your directors do not recommend any dividend for the financial year 2007-2008.

DIRECTORS :

Mr. Jitendrabhai Patel retires by rotation in terms of Section 256 of The Companies Act. 1956 and being eligible offers himself for re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit coming under the provisions of Section 58 A of the Companies Act, 1956 read with Companies (Acceptance of deposits) Rules, 1975.

AUDITORS :

M/s. Sompura & Associated, Chartered Accounts the Auditors of the Company retire at the conclusion of this Annual General Meeting & being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

In respect of the observation made by the Auditors in their Report, Your Directors wish to state that the respective notes to the Accounts are self explanatory and therefore do not call for any further comments.

In terms of Section 217 (2AA) of The Companies Act, 1956 in relation to financial statement for the year under reference, the Board of directors state that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. Reasonable and prudent accounting polices have been used in the preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judegment and estimates have been made in respect to items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2008, and of the profit for the year ended on that date.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provision of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The financial statements have been prepared on a going concerned basis.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARN- ING AND OUTGO :

A Statement giving details of conservation of energy technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the Report.

CORPORATE GOVERNANCE :

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges with which the Company is listed are applied with. A separate report on Corporate Governance is Annexure B along with the Auditors Certificate on its, compliance and forms part of this Report.

PERSONAL :

During the year employer-employee relations continued to be cordial. There was no employee drawing remunera- tion exceeding the limits laid down u/s. 217 of the Companies Act. 1956. Hence, particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not required to be given.

ACKNOWLEDGEMENT :

Your Directors are thankful to the entire team of personnel, who have put in their efforts for helping the Company to earn name and fame in the market by providing efficient and prompt service to its clients, Your Directors also place on records with deep sense of gratitude, their appreciation for the co-operation and support extended to the Company by Bankers, Customers and Business Associates of the company.

By Order of the Board of Directors

Sd/-

Managing Director

Date : 02nd September 2008 Place : Ahmedabad.

---

Mar 31, 2007

The Directors have pleasure in submitting their Twelth Annual Report & the Accounts of the Company for the year ended 31-3-2007.

FINANCIAL RESULTS :

2006-07 2005-2006 Particulars Amount (Rs. In Lacs) Amount (Rs. In Lacs)

INCOME 144.31 145.89 INCREASED (DECREASE) IN GOODS (2.22) (3.01) EXPENDITURE 125.13 128.63 PROFIT BEFORE DEPRECIATION 16.96 14.24 DEPRECIATION 16.64 15.68 MISC. WRITTENOFF 0.26 0.26 PROFIT/LOSS BEFORE TAX 0.05 (1.70) PROVISION FOR TAX PROFIT/LOSS CARRIED TO B/S. 00.5 (1.70)

OPERATIONS :

During the financial year 2006-2007, the performance of the Company was not satisfactory. However, during the financial year company succed in covering up its losses incurred last year and put the company in positive trak. The income of the company was decreased this year and there was decrease in the manufactureing expenses also. During this year company has faced major ups and downs in the market condition and the financial position of the company was severely affected. The company earned profit of Rs. 5,235.70. The management is sincerely endeavoring to increase its income and control its overheads, so as to bring positive results. Thus the Director are hopeful for the current year.

DIVIDEND :

In view of the insufficient profit, your directors do not recommend any dividend for the financial year 2006-2007.

DIRECTORS:

Mrs. lyotsanaben Patel retires by rotation in terms of Section 256 of The Companies Act. 1956 and being eligible offers himself for re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit coming under the provisions of Section 58 A of the Companies Act, 1956 read with Companies (Acceptance of deposits) Rules, 1975.

AUDITORS :

M/s. Sompura & Associated, Chartered Accounts the Auditors of the Company retire at the conclusion of this Annual General Meeting & being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

In terms of Section 217 (2AA) of The Companies Act, 1956 in relation to financial statement for the year under reference, the Board of directors state that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. Reasonable and prudent accounting polices have been used in the preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judegment and estimates have been made in respect to items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2007, and of the profit for the year ended on that date.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provision of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The financial statements have been prepared on a going concerned basis.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

A Statement giving details of conservation of energy technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the Report.

CORPORATE GOVERNANCE :

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges with which the Company is listed are applied with. A separate report on Corporate Governance is Annexure B along with the Auditors Certificate on its, compliance and forms part of this Report.

PERSONAL:

During the year employer-employee relations continued to be cordial. There was no employee drawing remuneration exceeding the limits laid down u/s. 217 of the Companies Act. 1956. Hence, particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not required to be given.

ACKNOWLEDGEMENT :

Your Directors are thankful to the entire team of personnel, who have put in their efforts for helping the Company to earn name and fame in the market by providing efficient and prompt service to its clients, Your Directors also place on records with deep sense of gratitude, their appreciation for the co-operation and support extended to the Company by Bankers, Customers and Business Associates of the company.

BY order of the Board of Directors

Sd/- DIRECTOR Date : 21st August 2007 Place : Ahmedabad.

---

Mar 31, 2006

The Directors have pleasure in submit the Eleventh Annual Report & the Accounts of the Company for the year ended 31-3-2006.

FINANCIAL RESULTS :

2005-06 2004-2006 Amount (Rs. In Lacs) Amount (Rs. In Lacs)

INCOME 145.89 270.40

INCREASED (DECREASE) IN GOODS (3.01) 3.33

EXPENDITURE 128.63 257.56

PROFIT BEFORE DEPRECIATION 14.24 151.11

DEPRECIATION 15.68 17.59

MISC. WRITTENOFF 0.26 0.26

PROFIT/LOSS BEFORE TAX (1.70) (2.04)

PROVISION FOR TAX - -

PROFIT/LOSS CARRIED TO B/S. (1.70) (2.04)

OPERATIONS :

During the financial 2005-2006, the performance of the Company was not satisfactory. The income of the Company was more than double as compared to the previous year. However, due to increased Munufacturing expenses and major ups and downs in the market condition, the financial position of the Company was severely affectd. The Company incurred a net loss of Rs. 2.66 lacs, which was however less iri comparison of the last year. The Management is sincerely endevoring to increase its income and control its overheads, so as to bring positive results. Thus, the directors are hopeful for the current year.

DIVIDEND :

In view of the accumulated losses and also due to business loss, your directors do not recommend any dividend for the financial year 2005-2006.

DIRECTORS :

Mr. Jitendra Patel retires by rotation in terms of Section 256 of The Companies Act. 1956 and being eligible offers himself for re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit coming under the provisions of Section 58 A of the Companies Act, 1956 read with Companies (Acceptance of deposits) Rules, 1975.

AUDITORS :

M/s. Kiritbhai Soni & Associated, Chartered Accounts the Auditors of the Company retire at the conclusion of this Annual General Meeting & being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

In terms of Section 217 (2AA) of The Companies Act, 1956 in relation to financial statement for the year under reference, the Board of directors state that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with I proper explanation relating to material departures, if any. I

2. Reasonable and prudent accounting polices have been used in the preparation of the financial statements, that . they have been consistently applied and that reasonable and prudent judegment and estimates have been made in respect to items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2006, and of the profit for the year ended on that date.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provision of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The financial statements have been prepared on a going concerned basis.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

A Statement giving details of conservation of energy technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the Report.

CORPORATE GOVERNANCE :

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges with which the Company is listed are applied with. A separate report on Corporate Governance is Annexure B along with the Auditors Certificate on its, compliance and forms part of this Report.

PERSONAL:

During the year employer-employee relations continued to be cordial. There was no employee drawing remuneration exceeding the limits laid down u/s. 217 of the Companies Act. 1956. Hence, particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not required to be given.

ACKNOWLEDGEMENT :

Your Directors are thankful to the entire team of personnel, who have put in their efforts for helping the Company to earn name and fame in the market by providing efficient and prompt service to its clients, Your Directors also place on records with deep sense of gratitude, their appreciation for the co-operation and support extended to the Company by Bankers, Customers and Business Associates of the company.

For & on behalf of the Board of Directors

Sd/- DIRECTOR

Date : 30th August 2006 Place : Ahmedabad.

---

Mar 31, 2004

The Directors have pleasure in presenting the Eighth annual Report of the Company for the year ended 31st March, 2004. FINANCIAL RESULTS Rs in lacs Current Year Previous Year

(2003-2004) (2002-2003)

Income Received 276.43 45.77

Gross Profit before Depre. and Tax, 17.95 4.44

Depreciation for the year 18.53 21.49

Misc. Exps. Written off 2.80 3.80

Taxation for the year NIL NIL

Net Profit/Loss for the year (2.66) (20.86)

Balance carried forward to Balance Sheet (2.66) (20.86) OPERATIONS During the financial 2003-2004, the performance of the Company was satisfactory. The income of the Company was more than double as compared to the previous year. However, due to increased Manufacturing expenses and major ups and downs in the market condition, the financial position of the Company was severely affected. The Company incurred a net loss of Rs. 2.66 lacs, which was however less in comparison of the last year. The Management is sincerely endevonng to increase its income and control its overheads, so as to bring positive results. Thus, the directors are hopeful for the current year. DIRECTORS Mr. Jitendra Patel retires by rotation in terms of Section 256 of The Companies Act. 1956 and being eligible offers himself for re-appointment. FIXED DEPOSITS The Company has not accepted any deposit coming under the provisions of Section 58 A of the Companies Act, 1956 read with Companies (Acceptance of deposits) Rules, 1975. DIVIDEND In view of the accumulated losses and due to the pre-operative and project expenses of Rs. 2.66 lacs and also due to huge business loss, your directors do not recommend any dividend for the year 2003-2004. AUDITORS M/s. Kiritbhai Soni & Associated Chartered Accounts the Auditors of the Company retire at the conclusion of this Annual General Meeting & wing eligible offer themselves for re-appointment. Your Directors recommend their appointment. DIRECTORS' RESPONSIBILITY STATEMENT In terms of Section 217 (2AA) of The Companies Act, 1956 in relation to financial statement for the year under reference, the Board of directors state that 1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. 2. Reasonable and prudent accounting polices have been used in the preparation of the financial statements, that they have been consistency applied and that reasonable and prudent judegment and estimates have been made in respect to items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2004, and of the profit for the year ended on that date. 3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provision of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. The financial statements have been prepared on a going concern basis. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO A Statement giving details of conservation of energy technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the Report. CORPORATE GOVERNANCE. The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges with which the Company is listed are complied with. A separate report on Corporate Governance is annexed hereto as Annexure 'B' along with the Auditor's Certificate on its, compliance and forms part of this Report. PERSONAL During the year employer-employee relations contained to be cordial. There was no employee drawing remuneration exceeding the limits laid down n/s. 217 of the Companies Act. 1956. Hence, particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not required to be given. ACKNOWLEDGEMENT The Directors place on record their appreciation for the support and co-operation extended by the Bankers and Business Associates of the Company. The Directors are also thankful to all members the Company for the trust and confidence expressed by them in the management. For & on behalf of the Board of Directors Sd/- PRVAIN PATEL MANAGING DIRECTOR Place : Ahmedabad. Date : 30th August 2004 STATEMENT CONTAINING PARTICULARS PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF DIRECTOR'S REPORT A. CONSERVATION OF ENERGY (a) Energy Conservation Measures taken : The maintenance ill electrical installation have been carried our continuously. The preventing maintenance program implemented by the Company has helped the Company to save any possible loss of energy. (b) Additional investments and proposal. If any, being implemented for reduction of Consumption Energy ; NIL Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods. The Company was able to prevent any possible waste of energy consumption. (d) Total energy consumption and energy consumption per unit of production in prescribed Form `A' a mentioned herein below

Form `B' B. TECHNOLOGY ABSORPTION The technology adopted is indigenous and hence there is no question of absorption of technology. C. FOREIGN EXCHANGE EARNINGS AND OUTGO 1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans ; The Company is exploring international market and negotiating with a few foreign buyers for obtaining the order. The Company's products are export oriented, hence almost all production will be exported. 2. Total foreign exchange earned : ------NA------ For and on behalf of the Board of Directors Sd/- PRVAIN PATEL MANAGING DIRECTOR Place : Ahmedabad. Date : 30th August 2004

---

Mar 31, 2003

The Directors have pleasure in presenting the Eighth annual Report of the Company for the year ended 31st March, 2003.

FINANCIAL RESULTS :

Current Year Rs. in Previous Year Rs. in Lacks (2002-2003) Lacks (2002-2003)

Income Received 45.77 21.95 Gross Profit before Depre. and Tax, 4.44 (10.16) Depreciation of the year 21.49 25.00 Misc. Exps. Written off 3.80 2.88 Taxation for the year Nil Nil Net Profit/Loss for the year (20.86) (38.04) Balance carried forward to Balance Sheet (20.86) (38.04)

OPERATIONS :

During the financial 2002-2003, the performance of the Company was satisfactory. The income of the Company was more than double as compared to the previous year. However, due to increased Manufacturing expenses and major ups and downs in the market condition, the financial position of the Company was severely affected. The Company incurred a net loss of Rs. 20.85 lacs, which was however less in comparison of the last year. The Management is sincerely endeavoring to increase its income and control its overheads, so as lo bring positive results. Thus, the directors are hopeful for the current year.

DIRECTORS :

Mr. Jitendra Patel retires by rotation in terms of Section 256 of The Companies Act, 1956 and being eligible offers himself for re appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit coming under the provisions of Section 58 A of the Companies Act, 1956 read with Companies (Acceptance of deposits). Rules, 1975.

DIVIDEND :

In view of the accumulated losses and due to the pre-operative and project expenses of Rs. 20.85 lacs and also due to huge business loss, your directors do not recommend any dividend for the year 2002-2003.

AUDITORS :

M/s. Kiritbhai Soni & Associated, Chartered Accounts the Auditors of the Company retire at the conclusion of this Annual General Meeting & being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of Section 217 (2AA) of The Companies Act, 1956 in relation to financial statement for the year under reference, the Board of directors state that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. Reasonable and prudent accounting polices have been used in the preparation of the financial statements, that they have been consistency applied and that reasonable and prudent judegment and estimates have been made in respect to items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2003, and of the profit for the year ended on that date.

3. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provision of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The financial statements have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

A Statement giving details of conservation of energy technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms 'part of the Report.

CORPORATE GOVERNANCE :

The Company has taken adequate steps to unsure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges with which the Company is listed are complied with. A separate report on Corporate Governance is annexed hereto as Annuxure `B' along with the Auditor's Certificate on its, compliance and terms pan of this Report.

PERSONAL :

During the year employer-employee relations continued to be cordial. There was no employee drawing remuneration exceeding the limits laid down n/s. 217 of the Companies Act. 1956. Hence, particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not required to be given.

ACKNOWLEDGEMENT :

The Directors place on record their appreciation for the support and co-operation extended by the Bankers and Business Associates of the Company. The Directors are also thankful to all members the Company for the trust and confidence expressed by them in the management.

For & on behalf of the Board of Directors

PRVAINBHAI PATEL MANAGING DIRECTOR

Place : Ahmedabad. For Sword & Shield Pharma Ltd. Date : 28th August 2003 Managing Director

STATEMENT CONTAINING PARTICULARS PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF DIRECTOR'S REPORT.

A. CONSERVATION OF ENERGY :

(a) Energy Conservation Measures taken :

The maintenance all electrical installation have been carried our continuously. The preventing maintenance program implemented by the Company has helped the Company to save any possible loss of energy.

(b) Additional investments and proposal. If any, being implemented for reduction of Consumption of Energy :

NIL

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods :

The Company was able to prevent any possible waste of energy consumption.

Form `B'

B. TECHNOLOGY ABSORPTION :

The technology adopted is indigenous and hence there is no question of absorption of technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO :

1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans :

The Company is exploring international market and negotiating with a few foreign buyers for obtaining the order. The Company's products are export oriented, hence almost all production will be exported.

2. Total foreign exchange earned :

Total foreign exchange used :

For & on behalf of the Board of Directors

PRVAINBHAI PATEL MANAGING DIRECTOR

Place : Ahmedabad. Date : 28th August 2003

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Mar 31, 2002

The Directors are pleased to submit the SIXTH Annual report for the financial year ended 31st March 2002.

FINANCIAL RESULTS AND DIVIDED

In view of accumulated losses, due to pre-operative and project expenditure of Rupees 3516113 and huge business loss. Your directors do not recommend any dividend for the years.

DIRECTORS

At annual general meeting Convened Shri. Jitendrabhai Patel retire by rotation and being eligible offer themselves for reappointment.

PERTICULAR OF EMPLOYEES

There is no employee drawing a remuneration of Rs. 12000/- per month, hence, the information as per Section 217(1) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988 are not required to be furnished.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORVATION AND FOREIGN EARNINGS/OURGO

The company has no activities to conservation of energy and technology absorption and there was no foreign exchange. Hence information required under Section 217(1) (e) of the Companies Act, 1956 is not required to be furnished.

FIXED DEPOSITS

The company has not accepted any fixed Deposits during the year.

APPOINTMENT OF THE AUDITORS

Kiritbhai Soni Associates Chartered Accounts, Retire as Auditors of the Company at the conclusion of the ensuring Annual General Meeting and are eligible for appointment.

ACKNOWLEGEMENT

The Directors wish to recorded here their appreciation for the co-operative. The company has received from the Govt. of Gujarat, its Bankers. The stock Exchange of Ahmedabad, and Rajkot and Bombay and the Share Holders. Its Directors also acknowledge the sincere efforts put in by the employee at all levels.

Date: 28th Aug, 2002 For and behalf of the Board of Directors

Pravinbhai M. Patel Managing Director

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Mar 31, 1999

The Directors are pleased to submit the THIRD ANNUAL REPORT for the financial year ended 31st March 1999.

FINANCIAL RESULTS AND DIVIDEND :

In view of accumulated losses, due to pre-operative & project exp. of Rupees 2291497, the Directors do not recommend any dividend for the year.

DIRECTORS :

At the Annual General Meeting convened Smt. Jyotshnaben patel, retire by rotation and being eligible offer themselves for reappointment.

PARTICULARS OF EMPLOYEES

There is no employee drawing a remuneration of Rs 12000/- per month, hence, the information as per section 217(1) (A) of the Companies Act, 1956 read with companies (Discloure of particulars in the Report of Board of Directors) Rules, 1988 are not required to be furnished.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS/OUTGO :-

The company has no activities relating to conservation of energy and technology obsorption, and there was no foreign exchange. Hence information required under Section 217 (1) (e) of the Companies Act, 1956 is not required to be furnished.

FIXED ASSETS :-

The company has not accepted any fixed Deposits during the year.

APPOINTMENT OF THE AUDITORS :

M/S. K. R. SHAH & Associates, chartered Accountants, retire as Auditors of the company at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

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Mar 31, 1996

We have pleasure in presenting herewith the first Annual Report of your company together with audited accounts for the year ended 31st March, 1996.

ACCOUNTS Profit and loss account has not been prepared for the accounting year ended on 31st March, 1996. As your company had no manufacturing or trading activties. However expenditure incurred has been shown as project expenses to be capitalised appropriately when the plant is commissioned.

FINANCE During the period in February 1996 your company come out with maiden public issue of 3450000 equity shares of Rs 10 each at par. The equity issue was subscribed. The shares were alloted and list on stock exchange of Ahmedabad and Bombay.

PROJECT IMPLEMENTATION The project is being implemented as stated in prospectus. The capital work-in-progress Rs 23.36 lakhs is deployed till year end. The Actual v/s projection in prospectus figures are not given as projections in prospectus dt. 09.01.96 are made from 1996-97 onwards.

CONSERVATION OF ENERGY The project is still in the implementation stage and no manufacturing activities have commenced till the date of the report. While selecting the equipments conservation of energy has been one of the prime concern.

TECHNOLOGY ABSORPTION The company proposed to employee indigeneous technology.

FOREIGN EXCHANGE EARNING AND OUT GO There is no foreign exchange earning and out go during the year.