Directors Report of Prevest Denpro Ltd.

Mar 31, 2025

Your Directors are pleased to present their 26th Annual Report on the business and operations
of the Company together with the Audited Financial Statements for the Financial Year ended
March R1 7D7R

FINANCIAL AND OPERATIONAL
PERFORMANCE

(Amount in Rs. Lakh)

Particulars	Standalone
	Year ended March 31, 2024	Year ended March 31, 2024
Total Income (Revenue)	6717.76	5930.14
Less: Expenses	4290.49	3788.69
Profit/(Loss) before taxation	2427.27	2141.46
Less: Tax Expense	607.14	529.09
Profit/(Loss)after tax	1820.13	1612.37

RESULTS OF OPERATIONS & STATE OF
COMPANY''S AFFAIRS

During FY 2024-25, the Company has earned a
profit before tax of Rs. 2427.27 Lakh and an after-tax
profit of Rs. 1820.13 Lakh, as against a profit before
tax of Rs. 2141.46 Lakh and an after-tax profit of
Rs.1612.37 Lakh during FY 2023-24. The Company
continues to focus on strengthening its operational
framework and establishing a solid foundation for
future growth. Your directors remain confident in the
Company''s long-term prospects and are optimistic
about continued improvement in performance in the
years ahead

DIVIDEND

The Board of Directors, after reviewing the Company''s
performance for the financial year 2024-25, has
recommended a dividend of Rs 1 (one) per equity
share. This reflects the Company''s ongoing efforts to
enhance shareholder value and share the benefits of
its performance with all stakeholders. The proposed
dividend is subject to approval of the members at
the ensuing Annual General Meeting. In accordance
with applicable provisions of the Income-tax Act, 1961,
tax will be deducted at source from the dividend
amount payable to the Members

TRANSFER TO RESERVES

During the year under review, no amount is proposed
to be transferred to the General Reserve of the
Company.

SHARE CAPITAL

The paid-up share capital of the Company as on March
31, 2025, was Rs. 12,00,30,000, comprising 1,20,03,000
equity shares of Rs. 10 each, fully paid-up. During the
year under review, the Company has not issued any
additional shares. The Company has also not issued
any shares with differential voting rights or sweat
equity shares during the year, and accordingly, no
disclosures are required under Rule 8(13) of the
Companies (Share Capital and Debentures) Rules,

2014. Further, there are no shares held by trustees for
the benefit of employees; hence, the provisions of
Rule 16(4) of the said Rules are not applicable.

LISTING

The Company''s equity shares continue to remain
listed on the SME Platform of BSE Limited under
Scrip Code 543363. The Company has duly paid the
annual listing feesfor the financial year 2024-25.

The Company has been listed on the SME Platform
for the requisite minimum period and has satisfied
the financial performance thresholds, compliance
requirements, and other eligibility norms stipulated
for migration to Main Board of BSE Limited.
Accordingly, a proposal has been placed in ensuing
Annual General Meeting for the approval of the
Members for migration of the Company from SME
Platform to Main Board of BSE Limited.

The Board is of the considered opinion that the
proposed migration will be a significant step forward
in the Company''s growth journey as it is expected to
enhance the visibility and brand value of the Company
in the capital markets, provide access to a wider and
more diverse investor base including institutional
investors, improve liquidity in the Company''s shares,
and strengthen its overall corporate image and
market credibility.

There are no instances of non-compliance with the
listing obligations, and the Company has complied
with all applicable rules, regulations, and guidelines
issued by BSE and SEBI during the year arrears.

PUBLIC DEPOSITS

The Company has not accepted any deposit falling
under Chapter V of the Companies Act, 2013 ("The
Act”) during the year under review. There were no
such deposits outstanding at the beginning and
end of the FY 2024-25.

SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2025, the Company has two wholly

owned subsidiaries viz

Denvisio Biomed Limited and Axiodent Inc.

During the year under review, the Company has made
an investment on February 01, 2025 in Axiodent Inc.,
a company incorporated under the laws of the State
of Delaware, USA by subscribing 4,000 shares, making
Axiodent Inc. a 100% subsidiary of Prevest Denpro
Limited.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies
Act, 2013 ("the Act”) and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, the
Audited Consolidated Financial Statements of the
Company form part of the Annual Report for the
financial year 2024-25.

Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the financial
statements of the Company''s subsidiaries, associates,
and joint ventures, in the prescribed format Form
AOC-1, is annexed to this Report as "Annexure A”.

In accordance with Section 136 of the Act, the
financial statements of the subsidiaries are also made

available on the Company''s website at
www.prevestdenpro.com, under the Investors section.

AUDITORS & AUDITORS REPORT
STATUTORY AUDITORS AND STATUTORY AUDIT
REPORT

M/s. Mittal & Associates, Chartered Accountants (Firm
Registration No. 106456W), were appointed as the
Statutory Auditors of the Company at the 22nd Annual
General Meeting, to hold office for a term of five
consecutive years, until the conclusion of the 27th
Annual General Meeting, to be held for the financial
year ending March 31, 2026.

The Auditors'' Report on the financial statements for
the financial year ended March 31, 2025, does not
contain any qualification, reservation, or adverse
remark. The Notes regarding the financial statements,
as referred to in the Auditors'' Report, are self-explanatory
and do not require any further explanation from the
Board.

Further, pursuant to Section 143 of the Companies Act,
2013, read with the Companies (Audit and Auditors)

Rules, 2014, as amended, the Statutory Auditors have
not reported any instance of fraud committed by the
Company''s officers or employees during the year
under review.

SECRETARIAL AUDITORS AND SECRETARIAL
AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed NKM & Associates, a
Company Secretary, to carry out the Secretarial Audit for
the financial year ended March 31, 2025. The Secretarial
Audit Report issued by the Secretarial Auditor is annexed
to the Report as "Annexure B”. The Report does not
contain any qualifications, reservations, or adverse
remarks.

Further, A certificate has been issued by M/s. NKM &
Associates., Company Secretaries in practice, confirming
that none of the Directors of the Company have been

debarred or disqualified from being appointed or
continuing as director by the Securities and
Exchange Board of India, Ministry of Corporate
Affairs or any such statutory authority. The certificate
is annexed as "Annexure C" to this Report.

INTERNAL AUDITORS

In accordance with the provisions of Section 138 of
the Companies Act, 2013, read with Rule 13 of the
Companies (Accounts) Rules, 2014, and other
applicable provisions, if any, the Company has
appointed M/s VNB and Company, Chartered
Accountants, as the Internal Auditors of the
Company for the financial year 2024-25.

The Internal Auditors periodically review the
adequacy of internal control systems and the
efficiency of business processes, and their findings
and recommendations are reviewed by the Audit
Committee from time to time for implementation
and continuous improvement.

COST AUDIT

Pursuant to the provisions of Section 148 of the
Companies Act, 2013, read with the Companies (Cost
Records and Audit) Rules, 2014, the Company has
appointed PAN & Associates, Cost Accountants, as
the Cost Auditors of the Company for the financial
year 2024-25 to carry out the audit of the cost
records maintained by the Company. The Company

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of loans, guarantees, and investments
made by the Company during the financial year, as
required under the provisions of Section 186 of the
Companies Act, 2013, are disclosed in the notes to the
financial statements, which form an integral part of
this Annual Report.

Further, pursuant to Paragraph A(2) of Schedule V of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the details of loans
and advances given to subsidiaries have also been
provided in the notes to the financial statements
forming part of the Annual Report

PARTICULARS OF REMUNERATION OF
DIRECTORS AND CERTAIN SPECIFIED
EMPLOYEES:

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and the Companies
(Particulars of Employees) Rules, 1975, are annexed to
this Report as "Annexure D and Annexure E".

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

Details required to be furnished pursuant to Section
134(3)(m) of the Companies Act, 2013 are as under:
Conservation of Energy: As a manufacturer of dental
materials and oral care products, our operations are
not energy-intensive by nature. However, the Company
continues to focus on responsible energy use. Efforts
are made to ensure electricity is used efficiently by
installing energy-saving devices and maintaining
equipment regularly to avoid unnecessary
consumption.

We have also adopted LED lighting, power-efficient
systems, and automated machinery that consume less
power while delivering consistent performance. While
these measures don''t have a major financial impact
due to our industry profile, they reflect our ongoing
commitment to energy-conscious practice

Technology Absorption: We believe that technology
and quality go hand in hand, especially in the dental
care industry where precision and safety are paramount.
Over the past year, we have continued to invest in
improving our production capabilities by using modern
machinery and precision tools. Our production floors
are equipped with advanced quality control equipment,
and we have a dedicated team that oversees strict
compliance with manufacturing standards. The focus
remains on delivering products that meet both domestic
and international expectations. We also keep an eye on
global advancements and are prepared to upgrade
our infrastructure as and we continue offering reliable,

high-quality dental solutions to our customer

• Foreign Exchange Earned: Rs 35.87 Lakhs
(F.Y. 24-25)

• Foreign Exchange Used: Rs 130.23 Lakhs
(F.Y. 24-25)

RESEARCH AND DEVELOPMENT

The Company has a fully functional Research and
Development Centre at its manufacturing unit, which
continues to play an important role in supporting our
efforts to develop and improve dental materials and
oral care products.

During the year, the R&D team focused on
improving product stability, exploring new
formulations, and aligning our products with
changing industry requirements, especially
in terms of safety, performance, and regulatory
standards.

The Centre is equipped with the necessary tools and
facilities required for lab-scale development, testing,
and product evaluation.

CORPORATE GOVERNANCE:

As a Small and Medium-sized Enterprise (SME) listed
on the SME exchange of BSE Limited, the Company
is exempt from complying with certain corporate
governance provisions. Specifically, pursuant to
Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015,
compliance with corporate governance requirements
specified in Regulations 17 to 27, clauses (b) to

(i) of sub-regulation 2 of Regulation 46, and Para C,

D, and E of Schedule V is not mandatory. Therefore,
corporate governance does not form part of this
Board''s Report

However, Company is committed to adhering to
good corporate governance practices. We are
working diligently to ensure that our governance
practices align with the highest standards and
contribute to the overall integrity and
transparency of the organization.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for
the year under review, as required under Regulation
34(2)(e) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is provided in a
separate section and forms an integral part of the
Annual Report for the financial year ended March 31,
2025.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Shri Sai Kalyan Surapaneni, DIN: 07330470, is liable
to retire by rotation at the ensuing 26 th Annual
General Meeting and, being eligible, offers himself for
re-appointment. Brief profile of the Director seeking
appointment/re-appointment have been provided in the
annexure to the Notice of the AGM.

The Company has also received Form DIR-8 from all
the Directors pursuant to Section 164(2) and Rule 14(1)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

As on March 31, 2025, the Board of Directors of the
Company comprised of eight Directors, viz., four
Executive Directors, one Non-Executive Director and
three Independent Directors.

There was no change in Key Managerial Personnel
during the Financial Year ending March 31, 2025.

The composition of the Board and KMP along with the
number of other Directorships/Committee positions
held as on March 31, 2025, by the Directors is as
follows:

Sl. No.	Name of the Director	Category	Number of other Directorships held in other public/Listed companies	Number of Committee membership held in other public companies (limited to only Audit and Stakeholders ''Relationship Committees)		% of Equity Shares held in the Company(%)
				As Chairperson	As Member
1	Mr. Atul Modi	Chairman, Managing Director	1	Nil	Nil	37.52%
2	Mrs. Namrata Modi	Whole Time Director, CFO	1	Nil	Nil	36.03%
3	Dr. Sai Kalyan Surapaneni	Director Research	1	Nil	Nil	0.00083%
4	Mr. Vaibhav Munjal	Director and CMO	1	Nil	Nil	Nil
5	Mrs. Niharika Modi	Non-Executive Director	Nil	Nil	Nil	0.03%
6	CA Pardeep Gandotra	Non-Executive Independent Director	Nil	Nil	Nil	Nil
7	Dr. Nikhil Shrikant	Non-Executive Independent Director	Nil	Nil	Nil	Nil
8	Dr. Sudeep Haralakatte Murthy	Non-Executive Independent Director	Nil	Nil	Nil	Nil
9	Mr. Aman Sadhotra	Company Secretary and Compliance Officer	Nil	Nil	Nil	Nil

NUMBER OF MEETINGS BOARD OF DIRECTORS

During the Financial Year 2024-25, four meetings of the Board were held on the following dates:

May 28, 2024; August 8, 2024; November 11, 2024; and February 1, 2025.

The gap between any two meetings did not exceed one hundred and twenty days. The necessary quorum was
present for all the meetings.

Attendance of Directors at the Board Meetings held during the financial year 2024-25:

Name of the Director	Board Meetings entitled to attend	Board Meetings attended
Mr. Atul Modi	4	4
Mrs. Namrata Modi	4	4
Dr. Sai Kalyan Surapaneni	4	4
Mr. Vaibhav Munjal	4	4
Mrs. Niharika Modi	4	4
CA Pardeep Gandotra	4	4
Dr. Nikhil Shrikant Bobade	4	4
Dr. Sudeep Haralakatte Murthy	4	4

The Board Meetings are prescheduled, and adequate notice is given to the Board members. Board Meetings
are generally held at the registered office of the Company either through video conference or through physical
presence.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations
that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act,
2013 and Regulation 16(1) (b) of the Listing
Regulations. In the opinion of the Board, the
Independent Directors, fulfil the conditions of
independence specified in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1) (b) of the
Listing Regulations and are independent of
management.

During the financial year 2024-25, one (1) meeting of
the Independent Directors was held on February 06,
2025, inter-alia, to review the following:

(i) Review performance of non-independent directors
and the Board of Directors as a whole.

(ii) Review performance of the Chairperson of the
Company.

(iii) Assess the quality, quantity, and timeliness of the
flow of information between the management of the
Company and the Board of Directors that is necessary
for the Board to perform their duties effectively and
reasonably.

The meeting was attended by all the Independent
Directors. The familiarization program and other
disclosures as specified under Listing Regulations is
available on the Company''s website
www.prevestdenpro.com

BOARD EVALUATION, INDUCTION AND
TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013
the Board has carried out an annual performance
evaluation of its own performance, the Independent
Directors individually as well as evaluation of the
working of the Board and its Committees, culture,

execution and performance of specific duties,
obligations, and governance.

The performance evaluation of the Independent
Directors has been completed. The Independent
Directors conducted the performance evaluation of
the Chairman and the Non-independent Directors.
The Board of Directors expressed their satisfaction
with the evaluation process.

PERFORMANCE EVALUATION CRITERIA FOR
THE INDEPENDENT DIRECTORS

The indicative criteria for valuation of performance
of the Independent Director that are provided in the
in terms of appointment are as under:

(i) Attendance and contribution at Board and
Committee meetings.

(ii) Appropriate mix of expertise, skills, behavior,
experience, leadership qualities, sense of sobriety
and understanding of business, strategic direction
to align company''s value and standards.

(iii) Knowledge of finance, accounts, legal, investment,
marketing, foreign exchange/ hedging, internal
controls, risk

(iv) Management, assessment and mitigation,
business operations, processes and corporate
governance.

(v) Ability to create a performance culture that drives
value creation and a high quality of debate with
robust and probing discussions.

(vi) Effective decision-making ability.

(vii) Ability to open channels of communication with
executive management and other colleagues on
Board to maintain high standards of integrity and
probity.

(viii) His/her global presence, rational, physical, and
mental fitness, broader thinking, vision on
corporate social Responsibility etc.

(ix) His/her ability to monitor the performance of
management and satisfy himself/herself with
integrity of the financial

(x) Controls and systems in place by ensuring the
right level of contact with external stakeholders.

(xi) His/her contribution to enhance overall brand
image of the Company.

CRITERIA FOR SELECTION OF CANDIDATES FOR
APPOINTMENT AS DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT
PERSONNEL

The Nomination and Remuneration Committee has laid
down well-defined criteria, in the Nomination and
Remuneration Policy, for selection of candidates for
appointment as Directors, Key Managerial Personnel and
Senior Management Personnel.

The said Policy is available on the Company''s website
www.prevestdenpro.com

REMUNERATION POLICY FOR DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid
down the framework for remuneration of Directors, Key
Managerial Personnel and Senior Management
Personnel in the Nomination and Remuneration Policy
recommended by it and approved by the Board. The
Policy, inter-alia, defines Key Managerial Personnel and
Senior Management Personnel of the Company and
prescribes the role of the Nomination and Remuneration
Committee. The Policy lays down the criteria for
identification, appointment and retirement of Directors
and Senior Management and lays down the framework
in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel. The Policy
also provides for the criteria for determining qualifications,
positive attributes and independence of Director and
lays down the framework on Board diversity. The said
Policy is available on the Company''s website
www.prevestdenpro.com

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to
provide a formal mechanism to the Directors and
employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the
Company''s Code of Conduct or Ethics Policy. The Policy
provides for adequate safeguards against victimization
of employees who avail of the mechanism and provides
for direct access to the Chairman of the Audit Committee.
It is affirmed that no person has been denied access to
the Audit Committee. The said Policy is available on the
Company''s website www.prevestdenpro.com

COMMITTEES OF THE BOARD
AUDIT COMMITTEE

Composition of the Committee and Meetings held and
attended by each member:

Name of the	Category		Meetings
Director			Held	Attended
Dr. Sudeep Haralakatte Murthy	Independent Director	Chairperson	4	4
Dr. Nikhil Shrikant Bobade	Independent Director	Member	4	3
Mrs. Namrata Modi	Executive Director	Member	4	4

Terms of Reference

The Audit Committee has interalia the following

mandate:

1. Oversight of the Company''s financial reporting
process, examination of the financial statement and
the auditors'' report thereon and the disclosure of its
financial information to ensure that the financial
statement is correct, sufficient, and credible.

2. Recommendation for appointments, re-appointment
and replacement, remuneration and terms of
appointment of auditors, including the internal
auditor, cost auditor and statutory auditor, of the
Company and the fixation of audit fee.

3. Approval of payments to statutory auditors for any
other services rendered by the Statutory Auditors of
the Company.

4. Reviewing, with the management, the Annual
Financial Statements and Auditor''s Report the
resubmission to the Board for approval, with
reference to:

i. Matters required to be included in the Director''s
Responsibility Statement to be included in the Board''s
Report in terms of clause© of sub-section3 of section
134 of the Companies Act.

ii. Changes, if any, in accounting policies and practices
and reasons for the same.

iii. Major accounting entries involve estimates based
on the exercise of judgment by the management of
the Company.

iv. Significant adjustments made in the financial
statements arising out of audit findings.

v. Compliance with listing and other legal
requirements pertaining to financial statements

vi. Disclosure of any related-party transactions; and

vii. Qualifications/modified opinions in the draft audit
report.

5. Reviewing, with the management, the quarterly,
half-yearly and annual financial statements before
submission to the Board for approval.

6. Reviewing, with the management, the statement
of uses/application of funds raised through an
issue (public issue, rights issue, preferential issue,
etc.), the statement of funds utilized for purposes
other than those stated in the offer document/
prospectus/notice, and the report submitted by
the monitoring agency monitoring the utilization
of proceeds of a public or rights issue, and making
appropriate recommendations to the Board to take
up steps in this matter

7. Reviewing and monitoring the auditor''s
independence and performance, as well as the
effectiveness of the audit process.

8. Formulating a policy on related-party transactions,
which shall include the materiality of related-party
transactions.

9. Approval or any subsequent modification of
transactions of the Company with related parties,
and omnibus approval for related-party
transactions proposed to be entered into by the
Company, subject to prescribed conditions.

10. Reviewing, at least on a quarterly basis, the details
of related-party transactions entered by the
Company pursuant to each of the omnibus
approvals given.

11. Scrutiny of inter-corporate loans and investments.

12. Valuation of the undertakings or assets of the
company, wherever necessary.

13. Evaluation of internal financial controls and risk
management systems.

14. Reviewing, with the management, the performance
of statutory and internal auditors, as well as the
adequacy of the internal control systems.

15. Reviewing the adequacy of the internal audit
function, if any, including the structure of the
internal audit department, staffing, and seniority
of the official heading the department, reporting

structure, coverage, and frequency of internal audit.

16. Discussion with internal auditors on any significant
findings and follow-up thereon.

17. Reviewing the findings of any internal investigations
by the internal auditors into matters where there is
suspected fraud or irregularity or a material failure
of internal control systems and reporting the matter
to the Board.

18. Discussion with statutory auditors before the audit
commences regarding the nature and scope of the
audit, as well as post-audit discussions to ascertain
any areas of concern.

19. Investigating the reasons for substantial defaults in
the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends), and creditors.

20. Recommending to the Board of Directors the
appointment and removal of the external auditor,
fixation of audit fees, and approval for payment for
any other services.

21. Reviewing the functioning of the whistle blower
mechanism.

22. Approval of the appointment of the Chief Financial
Officer of the Company ("CFO") (i.e., the whole-time
finance director or any other person heading the
finance function or discharging that function), after
assessing the qualifications, experience, background,
etc., of the candidate.

23. Carrying out any other functions as provided under
the Companies Act, the SEBI Listing Regulations, and
other applicable laws.

24. Formulating, reviewing, and making recommendations
to the Board to amend the Audit Committee charter
from time to time.

25. Establishing a vigil mechanism for directors and
employees to report their genuine concerns or
grievances.

26. Carrying out any other function mentioned in the
terms of reference of the Audit Committee.

27. Performing any roles as prescribed under the
Companies Act and SEBI Listing Regulations.

NOMINATION AND REMUNERATION
COMMITTEE

Composition of the Committee and Meetings
attended by each member:

Name of the	Category		Meetings
Director			Held	Attended
Dr. Nikhil Shrikant Bobade	Independent Director	Chairperson	1	1
Mrs. Niharika Modi	Director	Member	1	1
Dr. Sudeep Haralakatte Murthy	Independent Director	Member	1	1

Terms of Reference

The Nomination and Remuneration Committee has

the following mandate:

1. Formulating the criteria for determining
qualifications, positive attributes, and independence
of a director and recommending to the Board a
policy related to the remuneration of directors, key
managerial personnel, and other employees.

2. Formulating criteria for the evaluation of the
performance of Independent Directors and the
Board.

3. Devising a policy on Board diversity.

4. Identifying individuals qualified to become directors
of the Company and who may be appointed in
senior management positions in accordance with
the laid-down criteria and recommending their
appointment and removal to the Board. The
Company shall disclose the remuneration policy
and evaluation criteria in its annual report.

5. Analyzing, monitoring, and reviewing various
human resources and compensation matters.

6. Determining the Company''s policy on specific
remuneration packages for executive directors,
including pension rights and any compensation
payment, and determining the remuneration
packages of such directors.

7. Recommending the remuneration, in any form,
payable to senior management personnel and
other staff (as deemed necessary).

8. Determining whether to extend or continue the
term of appointment of independent directors,

CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE

Your Company believes that Corporate Social
Responsibility (CSR) is an integral part of its business.
It seeks to operate its business in a sustainable
manner that benefits society at large and aligns with
the interests of its stakeholders. In accordance with
section 135 and Schedule VII of the Companies Act,
2013, the Board of Directors has constituted a CSR
Committee.

The CSR Committee has developed a CSR Policy,
which has been uploaded to the company''s website
at www.prevestdenpro.com .

Name of the	Category		Meetings
Director			Held	Attended
Mr. Atul Modi	Managing Director	Chairperson	1	1
Mrs. Niharika Modi	Executive Director	Member	1	1
Dr. Nikhil Shrikant Bobade	Independent Director	Member	1	1

based on the performance evaluation of independent
directors.

9. Performing other activities delegated by the Board
and/or statutorily prescribed under any law to be
attended to by the Nomination and Remuneration
Committee.

10. Fulfilling such terms of reference as may be
prescribed under the Companies Act and SEBI Listing
Regulations.

^TAk’FHDI nFR RFI ATinM<;HIP mMMITTFF

Name of the	Category		Meetings
Director			Held	Attended
Mr. Atul Modi	Managing Director	Chairperson	1	1
Mrs. Namrata Modi	Executive Director	Member	1	1
Dr. Nikhil Shrikant Bobade	Independent Director	Member	1	1

Terms of Reference

The Stakeholders Relationship Committee is primarily
responsible for the following:

1. Considering and resolving the grievances of security
holders of the Company, including complaints related
to transfer/transmission of shares, non-receipt of
annual reports, dividend payments, and
dematerialization requests.

2. Reviewing measures taken for effective exercise of
voting rights by shareholders.

3. Monitoring the adequacy of services provided by the
Registrar & Share Transfer Agent.

4. Reviewing the status of complaints received from
shareholders and the redressal thereof.

5. Reviewing any investor correspondence or queries
received and ensuring timely responses and resolutions.

6. Carrying out any other function as prescribed under
the Companies Act, 2013, SEBI Listing Regulations,
or as may be delegated by the Board from time to
time.

During the financial year 2024-25, the Committee met
once to review and resolve shareholder grievances and
queries. All members of the Committee were present
during the meeting. Mr. Aman Sadhotra, Company
Secretary is the Compliance Officer of the Company

Terms of Reference

The Corporate Social Responsibility Committee has

the following mandate:

1. To formulate and recommend to the board a
corporate social responsibility policy that specifies
the activities to be undertaken by the company in
accordance with Schedule VII of the Companies Act
and the rules made there under. The committee
may also suggest revisions to the policy as decided
by the board.

2. To identify partners and programs for corporate
social responsibility initiatives.

3. To recommend the amount of expenditure to be
allocated for corporate social responsibility
activities and to distribute the funds among
various programs undertaken by the company.

4. To delegate responsibilities to the corporate social
responsibility team and oversee the proper
execution of all delegated tasks.

5. To review and monitor the implementation of
corporate social responsibility programs, providing

necessary directions for their proper execution and
timely completion.

6. To perform any other duties and functions as required
by the board to promote the company''s corporate
social responsibility activities, and to exercise any
additional powers conferred upon the CSR Committee
under the provisions of Section 135 of the Companies
Act.

The annual report on CSR including a brief outline of
the CSR Policy and the activities undertaken during the
year under review is enclosed as "Annexure F" to this
Report.

GENERAL MEETINGS

The Annual General Meeting of the Company was held
at its registered office through VC for the Financial Year
2024-25.

Financial Year	Nature of Meeting	Time (IST)	Date
2024-25	AGM	12.30 PM	06-09-2024

REGISTRAR AND SHARE TRANSFER AGENT
INFORMATION

The Company has appointed Bigshare Services Private
Limited as its Registrar and Share Transfer Agent (RTA)
to handle all investor-related services, including share
transfer, dematerialization, rematerialization, and other
related activities.

RTA Contact Details:

Bigshare Services Private Limited
Bharat Tin Works Building, 1st Floor,

Opp. Vasant Oasis, Makwana Road,

Marol, Andheri (East),

Mumbai - 400059, Maharashtra, India
Telephone: [phone]
Email ID: [email protected]

CODES AND POLICIES

All statutory codes and policies as required under the
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 have been

duly adopted by the Company.

These include, among others:

• Code of Conduct for Directors and Senior
Management

• Code of Fair Disclosure

• Insider Trading Policy

• Related Party Transaction Policy

• Nomination and Remuneration Policy

• Whistle-Blower Policy

• CSR Policy

• Risk Management Policy

• Archival and Document Preservation Policy

The above-mentioned policies are available on the
Company''s website and can be
accessed at: www.prevestdenpro.com

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
ACT AND MATERNITY BENEFIT ACT

A. Sexual Harassment of Women at Workplace
In accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the
Companies (Accounts) Second Amendment Rules,
2025, the Company has implemented a
comprehensive Prevention of Sexual Harassment
(POSH) Policy.

An Internal Complaints Committee (ICC) is duly
constituted at the corporate level to deal with
complaints related to sexual harassment at the
workplace. The policy covers all categories of
employees, including permanent, temporary,
contractual, interns, and trainees.

During the financial year ended March 31, 2025, the
following is disclosed in accordance with the amended
rules:

Particulars	Number
Complaints received during the financial year	0
Complaints disposed of during the year	0
Complaints pending beyond 90 days	0
Total complaints pending as on March 31, 2025	0

The Company has also conducted awareness programs
and training for employees and ICC members during
the year. The ICC functions independently and ensures
a safe, respectful, and inclusive workplace environment.

B. Compliance with the Maternity Benefit Act,

1961

In accordance with Rule 8A of the Companies (Accounts)
Rules, 2014 (inserted via the Companies (Accounts)
Second Amendment Rules, 2025), the Company hereby
confirms that it has complied with the provisions of the
Maternity Benefit Act, 1961.

The Company remains committed to providing a safe,
equitable, and inclusive workplace for all its employees.

BOARD POLICIES:

In addition to above, the Board has also adopted below
mentioned policies:

(a) Policy for Determination of Materiality

(b) Policy on Materiality of Related Party Transactions
All above named policies and codes are available on
our website www.prevestdenpro.com

INTERNAL FINANCIAL CONTROL AND THEIR
ADEQUACY

Your Company has an effective internal control and risk-
mitigation system that is continuously assessed and
strengthened through the implementation of new or
revised standard operating procedures. The internal
control system of the company is aligned with its size,
scale, and complexity of operations.

The primary focus of the internal audit is to test and
review controls, assess risks, evaluate business processes,
and compare controls with industry best practices. The
Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control systems and provides recommendations for
improvements. The company utilizes a robust
Management Information System, which is an integral
part of the control mechanism.

The Audit Committee, along with the Statutory
Auditors and Business Heads, is regularly briefed on
the findings of the internal audit and the corrective
actions taken. The audit function plays a vital role in
providing assurance to the Board of Directors.

Noteworthy audit observations and the corresponding
corrective actions implemented by the management
are presented to the Audit Committee.

To maintain objectivity and independence, the
Internal Audit function reports to the Chairman
of the Audit Committee.

RELATED PARTY TRANSACTIONS AND POLICY

All the transactions/contracts/arrangements of the
nature as specified in Section 188(1) of the Companies
Act, 2013 entered by the Company during the year
under review with related party(ies) are in the
ordinary course of business and on arms'' length basis.
The particulars of related party transaction at arms''
length basis are disclosed in Board report and
marked as "Annexure G”.

TRANSFER OF UNCLAIMED DIVIDEND AND
EQUITY SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund Rules), 2016
(''the IEPF Rules''), during the year under review, no
amount of Unclaimed dividend and corresponding
equity shares were due to be transferred to IEPF
account.

RISK MANAGEMENT

During the financial year under review, the Company
has identified and evaluates elements of business risk.
Consequently, a Business Risk Management
framework is in place. The risk management
framework defines the risk management approach of
the Company and includes periodic review of such
risks and also documentation, mitigating controls and
reporting mechanism of such risks. The framework
has different risk models which help in identifying
risks trend, exposure and potential impact analysis
at a Company level as also separately for business.

ENVIRONMENT AND SAFETY

Your company is dedicated to ensuring a strong Safety,
Health, and Environmental (SHE) performance in
relation to its activities, products, and services. It takes
consistent measures to develop safer process
technologies and unit operations, investing significantly
in areas such as process automation to enhance safety
and reduce the potential for human error.

Additionally, the company emphasizes the importance
of training in process and behavior-based safety, as
well as adopting production processes that are both
safe and environmentally friendly. The company
maintains a continuous focus on improving its
management system to enhance safety and
environmental practices. Furthermore, your company
is committed to continuously taking further steps to
provide a safe and healthy environment. This
commitment reflects the ongoing dedication to
ensuring the well-being of employees, stakeholders,
and the community at large.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY:

There were no significant changes or commitments
affecting the Company''s financial position from the
end of the financial year to the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There are no significant and material orders passed by
the Regulators/Courts that would impact the going
concern status of the Company and its future operations.

NON-DISQUALIFICATION OF DIRECTORS

None of the Directors of the Company has been
debarred or disqualified from being appointed or
continuing as director of Companies.

SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1
(Secretarial Standard on Meetings of the Board of
Directors) and SS-2 (Secretarial Standard on General
Meetings) issued by the Institute of Company
Secretaries of India.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, a copy of the Annual
Return of the Company for Financial Year 2024-25
prepared in accordance with Section 92(1) of the Act
has been placed on the website and is available at
www.prevestdenpro.com .

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the
Companies Act, 2013, the Directors confirm that.

i. In the preparation of the Annual Accounts for the
year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to departures, if any.

ii. Appropriate accounting policies have been selected
and applied consistently and such judgments and

iii. Estimates have been made that are reasonable
and prudent in order to provide a true and fair view
of the state of affairs of the Company as of March
31, 2025, and the profit of the Company for the
year ended on that date.

iv. Furthermore, proper and sufficient care has been
taken for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act to safeguard the assets of the
Company and to prevent and detect fraud and
other irregularities the annual accounts have been
prepared on a “going concern" basis.

v. Proper internal financial controls are laid down
and such internal financial controls are adequate
and operating effectively.

vi. proper systems to ensure compliance with the
provisions of all applicable laws have been devised
and such systems were adequate and operating
effectively.

RESIDUAL DISCLOSURES

1. During the year under review no application was
made and no proceedings were pending against
the company under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) .

2. During the year under review there was no One
Time settlement with any bank or Financial
Institution.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors extend their heartfelt gratitude for the

support and cooperation received from Banks,
Government Authorities, Shareholders, Suppliers, and
Customers. They also acknowledge and express their
appreciation for the contributions made by the
employees at all levels, which have played a crucial
role in achieving the Company''s goals.

Your Directors also highly value and appreciate the
dedication and commitment of every

Member of the Prevest family.

On behalf of the Board of Directors
For Prevest Denpro Limited

sd/- sd/-

Atul Modi Namrata Modi

Managing Director Whole-time Director

DIN: 00788272 DIN:00788266

Date: 13/08/2025
Place: Jammu

---

Mar 31, 2024

Your Directors are pleased to present their 25^thAnnual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31,2024.

FINANCIAL AND OPERATIONAL PERFORMANCE

Particulars	FY 2023-24	FY 2022-23
Total Incom	5930.14	5188.76
Less: Expenditur	3788.69	3093.09
Profit/(Loss) beforeTax	2141.46	2095.68
Tax Expense (including Previous Year Tax Adjustmen )	529.09	524.67
Profit/(Loss) after Ta	1612.37	1571.01

During FY 2023-24, the Company has earned profit before tax of Rs. 2141.46 Lakh and after-tax profit of Rs. 1612.37 Lakh as against profit before tax of Rs. 2095.68. Lakh and after-tax profit of Rs. 1571.01Lakh during FY2023-24.

The Company is striving to make a platform for its future activities and your Directors are confident about the prospects of the Company and have a belief that its performance will improve in the years ahead.

DIVIDEND

Based on the Company''s performance during the financial year 2023-24, the Board of Directors has recommended a dividend of ? 1 per share. This decision reflects the Company''s commitment to rewarding its shareholders. Importantly, the promoter of the Company chose to forgo the dividend for this financial year.

The dividend shall be declared by the shareholders at the Annual General Meeting (AGM) to be held on September 06, 2024. On declaration of the dividend, tax shall be deducted at source (TDS) from the dividends paid to the Members, as required by the Income-tax Act, 1961.

TRANSFER TO RESERVES

During the year under review, no amount is proposed to be transferred to the General Reserve of the Company.

SHARE CAPITAL

The paid-up Share Capital as on March 31,2024, was Rs. 12,00,30,000 consisting of 1,20,03,000 Equity shares of Rs. 10 each fully paid-up. During the year under review, the Company has not issued any further shares.

The Company has not issued shares with differential voting rights during the year under review. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

LISTING

The Company''s shares are listed with SME BSE Limited under Scrip Code 543363. The Company has paid the annual listing fees and there are no arrears.

PUBLIC DEPOSITS

The company has not accepted any deposit falling under Chapter V of the Act during the year under review.

SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2024, the Company is having one (1) wholly owned subsidiary viz. Denvisio Biomed Limited.

The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and financial position of the said Subsidiary are provided in Form AOC-1, which form part of the Consolidated Financial Statements of the Company for the financial year ended March 31,2024. H

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013(“the Act”) and as prescribed by the SEBI Listing Regulations, the Audited Consolidated Financial Statements are provided in this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Subsidiaries, Associates and Joint Ventures of the Company in the prescribed form AOC-1 is annexed as Annexure A to this Annual Report.

Pursuant to Section 136 of the Act, the Financial Statements of the Subsidiary are available on the website of the Company i.e. www.prevestdenpro.com under the Investors Section.

AUDITORS & AUDITORS REPORT

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

M/s. Mittal & Associates, Chartered Accountants (Firm registration number 106456W) were appointed as the Statutory Auditors of the Company in the 22^nd Annual General Meeting of the Company to hold office for a period of 5 consecutive years till the conclusion of the 27^th Annual General Meeting of the Company to be held for the Financial Year ending March 21,2026.

The Auditor''s Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31,2024. The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Further, in terms of section 143 of the Act read with Companies (Audit & Auditors) Rules, 2014, as amended, no fraud has been reported by the Auditors of the Company where they have reasons to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed NKM & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year ended March 31,2024, is attached as Annexure B to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

INTERNAL AUDITORS

In accordance with the provision of the section 138 of the Companies Act, 2013 and read with Rule 13 of the Companies (Accounts) Rule, 2014 and other applicable provision if any of the companies Act, 2013 M/s VNB and Company, Chartered Accountants are the Internal Auditors of the Company.

COST AUDIT

We are aware of the potential applicability of cost audit requirements and will ensure the timely appointment of a cost auditor if the need arises, in accordance with the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of Annual Report.

Also, pursuant to Paragraph A (2) of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) particulars of Loans/Advances given to subsidiary have been disclosed in the notes to the Financial Statements forming part of Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND CERTAIN SPECIFIED EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees), Rules 1975 are furnished in Annexure C.

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

Details required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 are as under:

Conservation of Energy: The range of activities of the Company requires minimal energy consumption and every endeavor has been made to ensure optimal utilization of energy and avoid wastage through automation and deployment of energy-efficient equipment. The Company takes adequate measures to reduce energy consumption by using efficient computer terminals and by using latest technology. The impact of these efforts has enhanced energy efficiency. As energy cost forms a very small part of total expenses, the financial impact of these measures is not material and measured.

Technology Absorption: Company is committed towards technology driven innovation and lays strong emphasis in inculcating driven culture within the organization.

The Company has best of operating machines and highly precisions equipment for production and quality management also the Company has hired the optimal of quality team who dedicates their full enthusiasm and work tirelessly for delivering best quality and services. The team along with state-of-the-art quality equipment''s as necessary for the Machine Shop.

The Company is all well equipped with its current quality control machine and will modify itself for any future advancement

EXPENDITURE	AMOUNT
Capital Expenditure	2,88,91,931
Revenue Expenditure	6,34,279
Total	56,34,279

These expenditure details are related to our research and Development Centre.

Foreign Exchange earnings ingo : Rs. 19,16,44,439 and outgo: Rs. 17,54,42,981.

CORPORATE GOVERNANCE:

As a Small and Medium-sized Enterprise (SME) listed on the SME exchange of BSE Limited, the company is exempt from complying with certain corporate governance provisions. Specifically, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, compliance with corporate governance requirements specified in Regulations 17 to 27, clauses (b) to (i) of sub-regulation 2 of Regulation 46, and Para C, D, and E of Schedule V is not mandatory. Therefore, corporate governance does not form part of this Board''s Report

However, please be assured that the company is committed to adhering to good corporate governance practices. We are working diligently to ensure that our governance practices align with the highest standards and contribute to the overall integrity and transparency of the organization.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR), Regulations, 2015 is presented in a separate section forming part of the Annual Report for the financial year ended March 31,2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board of Directors of the Company comprised of eight Directors, viz., four Executive Directors, one Non-Executive Director and three Independent Directors.

Mrs. Namrata Modi DIN 0788266 is liable to retire by rotation at the ensuing 25^thAGM and, being eligible offers herself for re-appointment.Brief profiles of the Directors seeking appointment/ re-appointment have been given as an annexure to the Notice of the ensuing AGM.

There was no change in Key Managerial Personnel during the Financial Year ending 31 March, 2024.

Except Mr. Aman Sadhotra has appointed as the Company secretary on 1/09/2023

Composition of the Board and KMP along with the number of other Directorships/Committee positions held as on March 31,2024, by the Directors is as follows :

Sl. No	Name Of the Director	Category	Number of other Directorships held in other public/Listed companies	Number of Committee membership held in other public companies(limited to only Audit and Stakeholders’ Relationship Committees)		% of Equity Shares held in the Company(%o)
				As Chairperson	As Member
1	Mr. Atul Modi	Chairman, Managing Director	1	Nil	Nil	37.52.%
2	Mrs. Namrata Mod i	Whole Time Director, CFO	1	Nil	Nil	36.03%

3	Dr. Sai Kalyan Surapaneni	Executive Director	1	Nil	Nil	0.00083%
4	Mr. Vaibhav Munja	Director and CMO	1	Nil	Nil	Nil
5	Mrs. Niharika Modi	Non-Executive Director	Nil	Nil	Nil	0.0 3%
6	CA Pardeep Gandotra	Non-Executive Independent Director	Nil	Nil	Nil	Nil
7	Dr. Nikhil Shrikant Bobade	Non-Executive Independent Director	Nil	Nil	Nil	Nil
8	Dr. Sudeep Haralakatte Murthy	Non-Executive Independent Director	Nil	Nil	Nil	Nil
9.	Mr. Aman Sadhotra	Company Secretary and Compliance Officer	Nil	Nil	Nil	Nil

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2023-24, Six meetings of the Board were held on April 27, 2023; July 20,2023 ; August 03, 2023; September 01,2023, November 03, 2023; and February 03, 2024 and the gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.

Attendance of Directors at the Board Meetings held during the financial year 2023-24:

Name of the Director	Board Meetings entitledto attend	Board Meetings attended
Mr. Atul Mod i	6	6
Mrs. Namrata Modi	6	6
Dr. Sai Kalyan Surapanen	6	5
Mr. Vaibhav Munjal	6	3
Mrs. Niharika Modi	6	2
CA Pardeep Gandota	6	2
Dr. Nikhil Shrikant Bobad	6	4
Dr. Sudeep Haralakatt Murthy	6	3

The Board Meetings are prescheduled, and adequate notice is given to the Board members. Board Meetings are generally held at the registered office of the Company either through video conference or through physical presence.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and are independent of management.

During the financial year 2023-24, one (1) meeting of the Independent Directors was held on March 16, 2024, inter-alia,to review the following:

(i) Review performance of non-independent directors and the Board of Directors as a whole.

(ii) Review performance of the Chairperson of the Company.

(iii) Assess the quality, quantity, and timeliness of the flow of information between the management of the Company and the Board of Directors that is necessary for the Board to perform their duties effectively and reasonably.

The meeting was attended by all the Independent Directors .

The familiarization program and other disclosures as specified under SEBI (LODR) Regulations, 2015 is available on the Company''s website www.prevestdenpro.com.

BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance.

The performance evaluation of the Independent Directors has been completed. The Independent Directors conducted the performance evaluation of the Chairman and the Non-independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

PERFORMANCE EVALUATION CRITERIA FOR THE INDEPENDENT DIRECTORS

The indicative criteria for valuation of performance of the Independent Director that are provided in the in terms of appointment are as under:

(i) Attendance and contribution at Board and Committee meetings.

(ii) Appropriate mix of expertise, skills, behavior, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align company''s value and standards.

(iii) Knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk

(iv) Management, assessment and mitigation, business operations, processes and corporate governance.

(v) Ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.

(vi) Effective decision-making ability.

(vii) Ability to open channels of communication with executive management and other colleagues on Board to maintain high standards of integrity and probity.

(viii) His/her global presence, rational, physical, and mental fitness, broader thinking, vision on corporate social Responsibility etc.

(ix) His/her ability to monitor the performance of management and satisfy himself/herself with integrity of the financial

(x) Controls and systems in place by ensuring the right level of contact with external stakeholders.

(xi) His/her contribution to enhance overall brand image of the Company.

COMMITTEES OF THE BOARD AUDIT COMMITTEE

Composition of the Committee and Meetings held and attended by each member:

Name of the Member	Category	Position	Meetings
			Held	Attended
Dr. Sudeep Haralakatte Murthy	Independent Director	Chairperson	4	4
Dr. Nikhil Shrikant Bobade	Independent Director	Member	4	3
Mrs. Namrata Modi	Executive Director	Member	4	4

Terms of Reference

The Audit Committee has interalia the following mandate:

1. Oversight of the Company''s financial reporting process, examination of the financial statement and the auditors'' report thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible.

2. Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors, including the internal auditor, cost auditor and statutory auditor, of the Company and the fixation of audit fee.

3. Approval of payments to statutory auditors for any other services rendered by the Statutory Auditors of the Company.

4. Reviewing, with the management, the Annual Financial Statements and Auditor''s Report there submission to the Board for approval, with reference to:

I). Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s Report in terms of clause© of sub-section 3 of section 134 of the Companies Act.

ii) . Changes,ifany,inaccountingpoliciesandpracticesandreasonsforthesame.

iii) . Major accounting entries involving estimates based on the exercise of judgment by the management of the Company.

iv) . Significant adjustments made in the financial statements arising out of audit findings.

v) . Compliance with listing and other legal requirements pertaining to financial statements

vi) . Disclosure of any related-party transactions; and

vii) . Qualifications/modified opinions in the draft audit report.

5. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval.

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice, and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter

7. Reviewing and monitoring the auditor''s independence and performance, as well as the effectiveness of the audit process.

8. Formulating a policy on related-party transactions, which shall include the materiality of related-party transactions.

9. Approval or any subsequent modification of transactions of the Company with related parties, and omnibus approval for related-party transactions proposed to be entered into by the Company, subject to prescribed conditions.

10. Reviewing, at least on a quarterly basis, the details of related-party transactions entered by the Company pursuant to each of the omnibus approvals given.

11. Scrutiny of inter-corporate loans and investments.

12. Valuation of undertakings or assets of the company, wherever necessary.

13. Evaluation of internal financial controls and risk management systems.

14. Reviewing, with the management, the performance of statutory and internal auditors, as well as the adequacy of the internal control systems.

15. Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official heading the department, reporting structure, coverage, and frequency of internal audit.

16. Discussion with internal auditors on any significant findings and follow-up thereon.

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a material failure of internal control systems and reporting the matter to the Board.

18. Discussion with statutory auditors before the audit commences regarding the nature and scope of the audit, as well as post-audit discussions to ascertain any areas of concern.

19. Investigating the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends), and creditors.

20. Recommending to the Board of Directors the appointment and removal of the external auditor, fixation of audit fees, and approval for payment for any other services.

21. Reviewing the functioning of the whistleblower mechanism.

22. Approval of the appointment of the Chief Financial Officer of the Company ("CFO") (i.e., the whole-time finance director or any other person heading the finance function or discharging that function), after assessing the qualifications, experience, background, etc., of the candidate.

23. Carrying out any other functions as provided under the Companies Act, the SEBI Listing Regulations, and other applicable laws.

24. Formulating, reviewing, and making recommendations to the Board to amend the Audit Committee charter from time to time.

25. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances.

26. Carrying out any other function mentioned in the terms of reference of the Audit Committee.

27. Performing any roles as prescribed under the Companies Act and SEBI Listing Regulations.

NOMINATION AND REMUNERATION COMMITTEE

Composition of the Committee and Meetings attended by each member:

Name of the Member	Category	Position	Meetings
			Held	Attended
Dr. Nikhil Shrikan Bobade	Independent Director	Chairperson	2	2
Mrs. Niharika Modi	Director	Member	2	2
Dr. Sudeep Haralakatte Murthy	Independent Director	Member	2	2

Terms of Reference

The Nomination and Remuneration Committee has the following mandate:

1. Formulating the criteria for determining qualifications, positive attributes, and independence of a director and recommending to the Board a policy related to the remuneration of directors, key managerial personnel, and other employees.

2. Formulating criteria for the evaluation of the performance of Independent Directors and the Board.

3. Devising a policy on Board diversity.

4. Identifying individuals qualified to become directors of the Company and who may be appointed in senior management positions in accordance with the laid-down criteria, and recommending their appointment and removal to the Board. The Company shall disclose the remuneration policy and evaluation criteria in its annual report.

5. Analyzing, monitoring, and reviewing various human resource and compensation matters.

6. Determining the Company''s policy on specific remuneration packages for executive directors, including pension rights and any compensation payment, and determining the remuneration packages of such directors.

7. Recommending the remuneration, in any form, payable to senior management personnel and other staff (as deemed necessary).

8. Determining whether to extend or continue the term of appointment of independent directors, based on the report of performance evaluation of independent directors.

9. Performing other activities delegated by the Board and/or statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

10. Fulfilling such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Your Company believes that Corporate Social Responsibility (CSR) is an integral part of its business. It seeks to operate its business in a sustainable manner that benefits society at large and aligns with the interests of its stakeholders. In accordance with section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors has constituted a CSR Committee.

The CSR Committee has developed a CSR Policy, which has been uploaded to the company''s website at www.prevestdenpro.com.

The committee''s composition and the meetings held during the year are as follows:

Name of the Member	Category	Position	Meetings
			Held	Attended
Mr. Atul Modi	Managing Director	Chairperson	1	1
Mrs.Namrata Modi	Executive Director	Member	1	1
Dr. Nikhil Shrikant Bobade	Independent Director	Member	1	1

Terms of Reference

The Corporate Social Responsibility Committee has the following mandate:

1. To formulate and recommend to the board a corporate social responsibility policy that specifies the activities to be undertaken by the company in accordance with Schedule VII of the Companies Act and the rules made thereunder. The committee may also suggest revisions to the policy as decided by the board.

2. To identify partners and programs for corporate social responsibility initiatives.

3. To recommend the amount of expenditure to be allocated for corporate social responsibility activities and to distribute the funds among various programs undertaken by the company.

4. To delegate responsibilities to the corporate social responsibility team and oversee the proper execution of all delegated tasks.

5. To review and monitor the implementation of corporate social responsibility programs, providing necessary directions for their proper execution and timely completion.

6. To perform any other duties and functions as required by the board to promote the company''s corporate social responsibility activities, and to exercise any additional powers conferred upon the CSR Committee under the provisions of Section 135 of the Companies Act.

The annual report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under review is enclosed as Annexure E to this Report.

GENERAL MEETINGS

The Annual General Meeting of the Company was held at its registered office for the Financial Year 202223.

Financial Year	Nature of Meeting	Tlme(IST)	Date
2022-23	AGM	12.30	30-08-2023
		PM

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

Bigshare Service Private Limited

Bharat Tin Works Building, 1st Floor, Opp. Vasant

Oasis, Makwana Road, Marol, Andheri _ East,

Mumbai 400059 Maharastra

Tel: [phone]

Email Id:-[email protected]

CODES AND POLICIES WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is implemented through the Company''s Whistle Blower Policy to enable all its employees, consultants (part time, full time and temporary employees) of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. Your Directors affirm that no employee/consultant has been denied access to the Audit Committee.

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company. ()

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company (www.prevestdenpro.com)

PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015,the Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive Information. During the year under review, there has been due compliance with the said code.

PREVENTION OF SEXUAL HARASSMENTPOLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2023-2024, no complaints were received by the Company related to Sexual Harassment

POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9(a) & 9(b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on www.Prevestdenpro.com.

BOARD POLICIES:

In addition to above, the Board has also adopted below mentioned policies:

(a) Policy for Determination of Materiality

(b) Policy on Materiality of Related Party Transactions

All above named policies and codes are available on our website www.prevestdenpro.com INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your company has an effective internal control and risk-mitigation system that is continuously assessed and strengthened through the implementation of new or revised standard operating procedures. The internal control system of the company is aligned with its size, scale, and complexity of operations.

The primary focus of the internal audit is to test and review controls, assess risks, evaluate business processes, and compare controls with industry best practices. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and provides recommendations for improvements. The company utilizes a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee, along with the Statutory Auditors and Business Heads, is regularly briefed on the findings of the internal audit and the corrective actions taken. The audit function plays a vital role in providing assurance to the Board of Directors. Noteworthy audit observations and the corresponding corrective actions implemented by the management are presented to the Audit Committee.

To maintain objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

RISK MANAGEMENT

Your Company has a Risk Management Policy adopted by the Board. Periodical in-house risk audits were conducted to detect and mitigate the risks in a timely and effective manner.

During the financial year under review, the company has identified and evaluated various elements of business risk. As a result, a Business Risk Management framework has been established. This framework outlines the company''s approach to risk management and includes periodic reviews of identified risks, documentation of mitigating controls, and the establishment of a reporting mechanism for such risks.

The risk management framework incorporates different risk models that aid in identifying trends, assessing exposure, and conducting potential impact analyses at both the company level and specific business units. This allows for a comprehensive understanding of the risks faced by the company and enables proactive risk management strategies to be implemented.

ENVIRONMENT AND SAFETY

Your company is dedicated to ensuring a strong Safety, Health, and Environmental (SHE) performance in relation to its activities, products, and services. It takes consistent measures to develop safer process technologies and unit operations, investing significantly in areas such as process automation to enhance safety and reduce the potential for human error.

Additionally, the company emphasizes the importance of training in process and behavior-based safety, as well as adopting production processes that are both safe and environmentally friendly. The company maintains a continuous focus on improving its management system to enhance safety and environmental practices.

Furthermore, your company is committed to continuously taking further steps to provide a safe and healthy environment. This commitment reflects the ongoing dedication to ensuring the well-being of employees, stakeholders, and the community at large.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY:

There were no significant changes or commitments affecting the Company''s financial position from the end of the financial year to the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

NON-DISQUALIFICATION OF DIRECTORS

None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies.

SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India.

ANNUALRETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for Financial Year 2023-24 prepared in accordance with Section 92(1) of the Act has been placed on the website and is available at www.prevestdenpro.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that.

I. In the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to departures, if any.

ii. Appropriate accounting policies have been selected and applied consistently and such judgments and

iii. Estimates have been made that are reasonable and prudent in order to provide a true and fair view of the state of affairs of the Company as of March 31,2024, and the profit of the Company for the year ended on that date.

iv. Furthermore, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act to safeguard the assets of the Company and to prevent and detect fraud and other irregularities the annual accounts have been prepared on a “going concern” basis.

v. Proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively.

vi. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

RESIDUAL DISCLOSURES

1. During the year under review no application was made and no proceedings were pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) .

2. During the year under review there was no One Time settlement with any bank or Financial Institution. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors extend their heartfelt gratitude for the support and cooperation received from Banks, Government Authorities, Shareholders, Suppliers, and Customers. They also acknowledge and express their appreciation for the contributions made by the employees at all levels, which have played a crucial role in achieving the Company''s goals.

Your Directors also highly value and appreciate the dedication and commitment of every Member of the Prevest family.

For and On behalf of the Board of Director of Prevest Denpro Limited

sd/- sd/-

Atul Modi Namrata Modi

Place: Jammu Managing Director (Whole-Time-Director)

Dated: 08-08-2024 DIN: 00788272 DIN: 00788266