Euro Pratik Sales Ltd Directors Report

To

The Members,

Your Directors are pleased to present herewith 16^th Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS: (Rs. in Lakh)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Income from operations & other Income	23,142.92	23,010.51	29,214.92	23,010.51
Profit before Depreciation	8,392.62	8,849.86	10371.63	8847.95
Less: Depreciation & Amortization	412.05	359.21	534.95	359.21
Share of Profit / (Loss) from LLP/ LLC (net of Tax)	-	-	141.53	(45.55)
Profit/ (Loss) before Tax	7,980.58	8,490.65	9,978.21	8,443.19
Less:
Current Tax	2,090.96	2,157.00	2,595.63	2,157.00
Deferred tax (assets) / Liabilities	(64.13)	8.11	-177.75	8.11
Prior period Tax	(8.62)	260.57	-8.62	260.57
Profit after Tax	5,962.36	6,064.97	7,568.95	6,017.51
Earnings Per Share Basic and diluted (Rs.)	5.85	5.97	7.46	5.92

2. ADOPTION OF IND-AS:

The Company has adopted the Indian Accounting Standard (‘Ind AS) w.e.f. 1^st April, 2024; accordingly these financial statements have been prepared in accordance with the recognition and measurement principles stated therein and as prescribed under Section 133 of the Companies Act, 2013 ("Act") read with relevant rules issued thereunder and the other accounting principles generally accepted in India.

3. OVERVIEW AND STATE OF AFFAIRS OF THE COMPANY

During the financial year under review, the Company generated total revenue from operations of Rs. 21,943.65 Lakh as against Rs. 22,169.82 Lakh in previous financial year. Other income of the Company for the financial year under review and previous financial year was Rs. 1,199.27 Lakh and Rs. 840.69 Lakh respectively. The profit after tax for the financial year was at Rs. 5,962.37 Lakh as compared to Rs. 6,064.97 Lakh in the previous financial year.

On consolidated basis, during the financial year under review, the Company generated total revenue from operations of Rs. 28,422.57 Lakh as against Rs. 22,169.82 Lakh in the previous financial year. Other income of the Company was Rs. 792.35 Lakh for financial year under review as against Rs. 595.83 Lakh in the previous financial year. The profit after tax for the financial year was at Rs. 7,568.95 Lakh as against Rs. 6,017.51 Lakh in the previous financial year.

4. CONSOLIDATED AUDITED FINANCIAL STATEMENTS

Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014, the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of Gloirio Decor Private Limited, Euro Pratik Trade - FZCO, Dubai, wholly owned subsidiaries, Europratik Intex

LLP, Euro Pratik C Corp INC, USA, subsidiaries and Euro Pratik USA LLC and Euro Pratik EU D.O.O, step down subsidiaries of the Company with its financial statements in accordance with the applicable provisions of Indian Accounting Standards (Ind-AS).

The Audited Consolidated Financial Statements along with the Auditors Report thereon are annexed and form part of this Report and the summarized consolidated financial position is provided in financial highlights stated herein above.

The Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements of the aforesaid subsidiary companies are also made available on the website of the Company viz. https://europratik. com/.

5. CONVERSION OF THE COMPANY FROM PRIVATE LIMITED INTO PUBLIC LIMITED

The Company was converted from Private Limited into Public Limited with effect from 11^th October, 2024; and the new CIN of the Company is U74110MH2010PLC199072.

6. INITIAL PUBLIC OFFERING (IPO)

The Board of Directors of the Company in its meeting held on 13^th December, 2024 approved the proposal to undertake an Initial Public Offering ("IPO") of Equity Shares of the Company by way of Offer for Sale ("OFS"). The Promoters of the Company viz. Mr. Pratik Gunvantraj Singhvi, Mr. Jai Gunvantraj Singhvi, Pratik Gunwantraj Singhvi HUF, Jai Gunwantraj Singhvi HUF along with Mrs. Dipty Pratik Singhvi and Mrs. Nisha Jai Singhvi, being part of Promoter group have consented to offer up to such number of Equity Shares aggregating value up to Rs. 730.00 Crore for sale through the IPO of the Equity Shares of the Company.

The Company has appointed Axis Capital Limited and DAM Capital Advisors Limited as Book Running Lead Managers for the purpose of proposed IPO.

The Company has received final observation letter from the Securities and Exchange Board of India vide its letter dated 15^th May, 2025 for the proposed IPO. The Company is planning to launch IPO in second quarter of FY 2025-26.

7. CHANGE IN NATURE OF BUSINESS

During the financial year under review, the Company has not changed its nature of business and has been continuing with the same line of business.

8. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

To expand business activities, during the financial year under review, the Company incorporated Gloirio Decor Private Limited as its wholly owned subsidiary; and acquired 53% stakes in Europratik Intex LLP.

As on 31^st March, 2025, the Company had two wholly owned subsidiaries viz. Gloirio Decor Private Limited and Euro Pratik Trade - FZCO, Dubai, two subsidiaries viz. Europratik Intex LLP and Euro Pratik C Corp INC, USA, and two step down subsidiaries viz. Euro Pratik USA LLC and Euro Pratik EU D.O.O.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of financial statements of aforesaid subsidiaries in Form AOC-1 is attached to the financial statements of the Company forming part of this Report.

During the financial year under review, the Company had no joint venture or associate company.

9. DIVIDEND

In order to conserve resources for future requirements of the Company, your directors do not recommend any dividend for the financial year ended 31^st March, 2025.

10. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves during the financial year under review.

11. PUBLIC DEPOSITS

During the financial year under review, your Company has neither accepted nor renewed any deposits within the meaning of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. As on 31^st March, 2025, there was no deposits which remained unclaimed / unpaid and due for repayment.

12. SHARE CAPITAL

During the financial year under review:

(a) The Authorized Share Capital of the Company was increased from Rs. 205.00 Lakh divided into 20,50,000 Equity Shares of Rs. 10/- each to Rs. 2000.00 Lakh divided into 2,00,00,000 Equity Shares of Rs. 10/- each by passing a special resolution in the Extra Ordinary General Meeting of the Company held on 2^nd April, 2024;

(b) Pursuant to the Bonus issue approved by the members of the Company in their Extra Ordinary General Meeting held on 2^nd April, 2024, the Company issued and allotted 69,40,500 Equity Shares of Rs. 10/- each as Bonus Equity Shares on 10^th April, 2024 in the ratio of 7:2;

Consequently, the issued, subscribed and paid-up share capital of the Company increased from Rs. 198.30 Lakh divided into 19,83,000 Equity Shares of Rs. 10/- each to Rs. 892.35 Lakh divided into 89,23,500 Equity Shares of Rs. 10/- each.

(c) Further, the Company sub-divided nominal value of its Equity Shares from Rs. 10/- (Rupees Ten only) to Re. 1/- (Rupee One only) per Equity Share and consequently altered Clause V (Capital Clause) of its Memorandum of Association by passing Special Resolution in the Extra-ordinary General Meeting of its members held on 28^th August, 2025. Accordingly, the issued, subscribed and paid-up share capital of the Company was revised from 89,23,500 Equity Shares of Rs. 10/- each to 8,92,35,000 Equity Shares of Re. 1/- each.; and

(d) The Company issued and allotted 1,29,65,000 Equity Shares of Re. 1/- each for cash at par on Rights basis on 28^th September, 2024.

After considering the above changes, as on 31^st March, 2025, the Authorized Share Capital of the Company stood at Rs. 2000.00 Lakh . divided into 20,00,00,000 Equity Shares of Re. 1/- each, and the issued, subscribed and paid up share capital stood at Rs. 1022.00 Lakh divided into 10,22,00,000 Equity Shares of Re. 1/- each.

EURO PRATI

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There were no material changes and commitments between the end of the financial year and date of this report which may affect the financial position of the Company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Directors:

The Board of Directors is duly constituted. The present composition of the Board of Directors of the Company is as follows:

Sr. No	Name	Designation
1.	Mr. Pratik Gunvantraj Singhvi	Chairman & Managing Director
2.	Mr. Jai Gunvantraj Singhvi	Whole Time Director & CFO
3.	Mr. Abhinav Sacheti	Whole Time Director
4.	Mr. Manish Ramuka	Independent Director
5.	Mrs. Dhruti Bhagalia	Independent Director
6.	Mr. Mahendra Kachhara	Independent Director

The Company is in compliance with the provisions of Section 149(4) of the Act.

None of the directors of your Company are disqualified under the provisions of Section 164 of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience and are independent of the management.

(b) Appointment / re-appointment:

Mr. Manish Ramuka, Mrs. Dhruti Bhagalia and Mr. Mahendra Kachhara were appointed as Additional Independent Directors of the Company for a period of 5 (five) consecutive years w.e.f. 1^st November, 2024. The members of the Company in their Extra Ordinary General Meeting held on 30^th October, 2024 appointed them as Independent Directors for the aforesaid term. .

Mrs. Nidhi Seemant Sacheti was appointed as an Additional Executive Director by the Board of Directors of the Company in its meeting held on 12^th August, 2024.

Mr. Abhinav Sacheti was appointed as an Additional Executive Director of the Company w.e.f. 11^th November, 2024. The members of the Company in their Extra Ordinary General Meeting held on 18^th November, 2024 approved his appointment.

(c) Cessation:

Mrs. Nidhi Seemant Sacheti, Executive Director of the Company resigned from the directorship of the Company w.e.f. 4^th November, 2024.

(d) Retirement by rotation:

ln accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2O14, Mr. Pratik Singhvi (DlN: 00371660), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

(e) Key Managerial Personnel:

Mr. Pratik Singhvi was appointed as Managing Director and Mr. Jai Singhvi was appointed as Executive Director & Chief Financial Officer of the Company w.e.f. 2^nd September, 2024.

Ms. Shruti Shukla was appointed as Company Secretary of the Company w.e.f. 2^nd September, 2024.

(f) Declaration from Independent Directors:

The Company has received necessary declarations from all the Independent Directors of the Company under Section 149(7) of the Act, confirming that they meet the criteria of independence laid down in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the financial year under review. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

Further, the Independent Directors have also submitted their declaration of compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandates the inclusion of an Independent Directors name in the data bank of the Indian Institute of Corporate Affairs ("IICA").

In the opinion of the Board, the Independent Directors of the Company possess appropriate balance of skills, experience and knowledge as required.

15. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act and read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return (Form MGT-7) of the Company for the financial year ended 31^st March, 2025 will be will be placed on the website of the Company and can be accessed at https ://www. europratik.com.

16. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, the Board of Directors met 22 (twenty-two) times as per details given below:

Sr. No.	Date of Meeting	Total Number of directors as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1.	2nd April, 2024	2	2	100
2.	10th April, 2024	2	2	100
3.	18th April, 2024	2	2	100
4.	23rd May, 2024	2	2	100
5.	26th May, 2025	2	2	100
6.	26th June, 2024	2	2	100
7.	6th July, 2024	2	2	100
8.	24th July, 2024	2	2	100
9.	1st August, 2024	2	2	100
10.	12th August, 2024	3	3	100
11.	2nd September, 2024	3	3	100
12.	17th September, 2024	3	3	100
13.	28th September, 2024	3	3	100
14.	26th October, 2024	3	3	100
15.	4th November, 2024	6	6	100
16.	11th November. 2024	6	6	100

EURO PRATI

17.	13th December, 2024	6	6	100
18	26th December, 2024	6	6	100
19.	1st January, 2025	6	6	100
20.	3rd January, 2025	6	6	100
21.	20th January, 2025	6	6	100
22.	14th February, 2025	6	6	100

The intervening gap between two meetings was within the period prescribed under the Act.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief and according to the information and explanations obtained, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation related 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 at the end of the financial year on 31^st March, 2025 and of the profit of the Company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, 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; and

(e) 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.

18. COMMITTEES OF THE BOARD OF DIRECTORS:

During the financial year under review, the Company, in process of Initial Public Offer and listing of its equity shares on Stock Exchanges, constituted various committees of the Board to comply with the requirements of the Act and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations"), namely:

I. Audit Committee;

II. Nomination and Remuneration Committee;

III. Stakeholders Relationship Committee; and

IV. Risk Management Committee.

Further, during the financial year under review, the Company reconstituted its Corporate Social Responsibility Committee.

The details of meetings of various committees and attendance thereat are given below:

Sr. No.	Type of Meeting	Date of meetings	Total number of Members as on the date of meeting	Attendance
				Number of members attended	% of attendance
1.	Audit Committee	01.01.2025	3	3	100
2.		20.01.2025	3	3	100
3.		14.02.2025	3	3	100

EURO PRATI

4.	Nomination and remuneration committee	11.11.2025	3	3	100
5.	CSR Committee	10.04.2024	2	2	100
6.		18.04.2024	2	2	100
7.		02.09.2024	2	2	100
8.		01.01.2025	3	3	100

I. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations, the Company constituted Audit Committee on 4^th November, 2024.

As on 31^st March, 2025, the Audit Committee comprised of three Directors, namely Mr. Manish Ramuka as Chairman, and Mr. Mahendra Kachhara and Mr. Jai Gunvantraj Singhvi as its members.

The Company Secretary of the Company acts as Secretary to the Audit Committee.

The Audit Committee met 3 (three) times during the financial year under review and the gap between the two meeting was within the permissible limit as provided under the provisions of the Act.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process and vigil mechanism.

The terms of reference of the Audit Committee include:

a. overseeing the Companys financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

b. recommending to the Board, the appointment, re-appointment, removal and replacement, remuneration and the terms of appointment of the auditors of the Company, including fixing the audit fees;

c. reviewing and monitoring the statutory auditors independence and performance and the effectiveness of audit process;

d. approving payments to the statutory auditors for any other services rendered by statutory auditors;

e. reviewing with the management, the annual financial statements and the auditors report thereon before submission to the Board for approval

f. reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

g. scrutinizing inter-corporate loans and investments;

h. undertaking or supervising valuation of undertakings or assets of the Company, wherever it is necessary;

i. evaluation of internal financial controls and risk management systems;

j. formulating a policy on related party transactions, which shall include materiality of related party transactions;

k. approving transactions of the Company with related parties, or any subsequent modification thereof and omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed;

l. reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;

m. approve the disclosure of the key performance indicators to be disclosed in the documents in relation to the initial public offering of the equity shares of the Company;

n. reviewing, along 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 issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter;

o. establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

p. reviewing, with the management, the performance of statutory and internal auditors and adequacy of the internal control systems;

q. reviewing the adequacy of 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;

r. discussing with internal auditors any significant findings and follow up thereon;

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

t. discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

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

v. approving the appointment of the chief financial officer, or any other person heading the finance function or discharging that function, after assessing the qualifications, experience and background, etc. of the candidate;

w. reviewing the functioning of the whistle blower mechanism;

x. ensuring that an information system audit of the internal systems and process is conducted at least once in two years to assess operational risks faced by the Company;

y. formulating, reviewing and making recommendations to the Board to amend the Audit Committee charter from time to time;

z. reviewing the utilization of loan and/or advances from investment by the holding company in the subsidiaries exceeding Rs. 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments; and

aa. considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

bb. Investigating any activity within its terms of reference, seeking information from any employee, obtaining outside legal or other professional advice and securing attendance of outsiders with relevant expertise, if it considers necessary;

cc. reviewing compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as may be amended from time to time at least once in a financial year and verify that systems for internal control are adequate and are operating effectively;

dd. Reviewing:

i. Any show cause, demand, prosecution and penalty notices against the Company or its Directors which are materially important including any correspondence with regulators or government agencies and any published reports which raise material issues regarding the Companys financial statements or accounting policies;

ii. Any material default in financial obligations by the Company;

iii. Any significant or important matters affecting the business of the Company.

ee. performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing

Regulations, the Companies Act or other applicable law.

All the recommendations made by the Audit Committee during the financial year under review were accepted by

the Board of Directors of the Company.

II. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of the Section 178 of the Act and Regulation 19 of the Listing Regulations, the

Company constituted Nomination and Remuneration Committee on 4^th November, 2024.

As on 31^st March, 2025, the Nomination and Remuneration Committee comprised three Independent Directors,

namely, Mr. Manish Ramuka as Chairman and Mr. Mahendra Kachhara and Mrs. Dhruti Bhagalia as its members.

The Company Secretary of the Company acts as Secretary to the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee met once during the financial year under review on 11^th November,

2024.

The terms of reference of the Nomination and Remuneration Committee include:

a. identifying and nominating, for the approval of the Board and ultimately the shareholders, candidates to fill Board vacancies as and when they arise as well as putting in place plans for succession, in particular with respect to the Chairperson of the Board and the Chief Executive Officer;

b. formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board, a policy relating to the remuneration of the directors, key managerial personnel and other employees;

c. formulating criteria for evaluation of independent directors and the Board;

d. evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director, for every appointment of an independent director. Ensuring that the person recommended to the Board for appointment as an independent director has the capabilities identified in such description.

e. devising a policy on diversity of the Board;

f. identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every directors performance and specifying the manner for effective evaluation of performance of Board, its committees and individual directors, to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and reviewing its implementation and compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;

g. determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

h. recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of the Company;

i. recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

j. recommending to the Board, all remuneration, in whatever form, payable to senior management;

k. performing such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

l. administering the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/plan ("ESOP Scheme")

m. construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the

An Opus of Products

Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme;

n. engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;

o. analysing, monitoring and reviewing various human resource and compensation matters;

p. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

q. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas; and

r. performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, the Companies Act, or other applicable law.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of the Section 178 of the Act and Regulation 20 of the Listing Regulations, the

Company constituted Stakeholders Relationship Committee on 4^th November, 2024.

As on 31^st March, 2025, the Stakeholders Relationship Committee comprised of three Directors, namely, Mr.

Manish Ramuka as Chairperson, Mrs. Dhruti Bhagalia and Mr. Jai Singhvi as its members.

The Company Secretary of the Company acts as Secretary to the Stakeholders Relationship Committee.

The terms of reference of the Stakeholders Relationship Committee include:

a. redressal of grievances of the shareholders, debenture holders and other security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;

b. reviewing measures taken for effective exercise of voting rights by the shareholders;

c. investigating complaints relating to allotment of shares, approving transfer or transmission of shares, debentures or any other securities; reviewing adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent and recommending measures for overall improvement in the quality of investor services;

d. reviewing the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

e. formulating procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

f. approving, registering, refusing to register transfer or transmission of shares and other securities;

g. giving effect to dematerialisation of shares and re-materialisation of shares, sub-dividing, consolidating and/or replacing any share or other securities certificate(s) of the Company, compliance with all the requirements related to shares, debentures and other securities from time to time;

h. issuing duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company; and

i. performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations and the Companies Act or other applicable law.

IV. RISK MANAGEMENT COMMITTEE

Pursuant to the applicable provisions of the Act and Regulation 21 of the Listing Regulations, the Company constituted the Risk Management Committee on 4^th November, 2024.

As on 31^st March, 2025, the Risk Management Committee comprised of three Directors, namely, Mr. Pratik Sanghvi as Chairperson, Mr. Manish Ramuka and Mr. Jai Singhvi as its members.

The Company Secretary of the Company acts as Secretary to the Risk Management Committee.

The terms of reference of the Risk Management Committee include:

a. To formulate a detailed risk management policy of the Company;

b. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

c. To monitor and oversee implementation of the risk management policy of the Company, including evaluating the adequacy of risk management systems;

d. To periodically review the risk management policy of the Company, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

e. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

f. To set out risk assessment and minimization procedures and the procedures to inform the Board of the same;

g. To frame, implement, review and monitor the risk management policy for the Company and such other functions, including cyber security;

h. To review the status of the compliance, regulatory reviews and business practice reviews;

i. To review and recommend the Companys potential risk involved in any new business plans and processes;

j. To review the appointment, removal and terms of remuneration of the chief risk officer, if any; and

k. To perform such other activities as may be delegated by the Board and/or prescribed under any law to be attended to by the Risk Management Committee.

V. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Act, the Company has duly constituted the Corporate Social Responsibility ("CSR") Committee.

The CSR Committee was reconstituted on 4^th November, 2024 by appointing Mr. Manish Ramuka, Independent Director as its member.

As on 31^st March, 2025, the CSR Committee comprised of three Directors, namely, Mr. Jai Sanghvi as Chairperson, Mr. Pratik Sanghvi and Mr. Manish Ramuka as its members.

The Company Secretary of the Company acts as Secretary to the Corporate Social Responsibility Committee. The terms of reference of the Corporate Social Responsibility Committee include:

a. formulating and recommending to the Board, the policy on corporate social responsibility ("CSR", and such policy, the "CSR Policy"), indicating the CSR activities to be undertaken as specified in Schedule VII of the Companies Act;

b. identifying corporate social responsibility policy partners and corporate social responsibility policy programmes;

c. recommending the amount of expenditure to be incurred on the CSR activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;

d. formulating the annual action plan of the Company;

e. delegating responsibilities to the CSR team and supervising proper execution of all delegated responsibilities;

f. monitoring the CSR Policy and CSR programmes and their implementation by the Company from time to time and issuing necessary directions as required for proper implementation and timely completion of CSR programmes; and

g. performing such other activities as may be delegated by the Board and/or prescribed under any law to be attended to by the Corporate Social Responsibility Committee.

19. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has formulated Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company.

As required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, a brief outline / salient features of the Companys CSR Policy and the Annual Report on CSR activities undertaken by the Company during the financial year under review are given in "Annexure - I" forming part of this Report.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantee or investments made by the Company as required under Section 186 of the Act are given under notes to accounts on financial statements forming part of this Annual Report.

21. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year under review with related parties were in ordinary course of business on arms length basis and are entered into based on considerations of various business exigencies, such as synergy in operations, their specializations etc. and to further the Companys interests. The particulars of material contracts or arrangements with related parties referred to in Section 188(1) of Companies Act, 2013 are given, in Form AOC - 2, given as Annexure - II forming part of this Report.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to energy conservation, technology absorption and research & development pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation of Energy:

i. Steps taken or impact on conservation of energy: Since the Company is not carrying out any manufacturing activities, it is not energy intensive. Adequate measures have been taken to conserve the energy utilized.

ii. Steps taken by the Company for utilizing alternate sources of energy: The Company has not utilized any alternate source of energy during the year.

iii. Capital investment on energy conservation equipment: Nil

B. Technology absorption:

i. Efforts made towards technology absorption: Not applicable

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable

iii. Imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) Details of technology imported - No technology was imported.

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 - Nil

C. Foreign Exchange earnings and outgo:

Foreign Exchange Outgo (on actual basis): Rs. 11346.02 Lakh (previous year: Rs. 13464.15 Lakh)

Foreign Exchange Earnings (on actual basis): Rs. 289.51 Lakh (previous year: Rs. 724.43Lakh)

23. PARTICULARS OF EMPLOYEES

a) Details of remuneration as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) Being unlisted public company, the provisions of Rule 5(1) of the said Rules were not applicable to the Company during the financial year under review.

(ii) Pursuant to the provisions of Rules 5(2) and 5(3) of the said Rule, the details of top ten employees drawing remuneration are provided in Annexure III forming part of this Report.

b) Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has constituted an Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaint was filed before the said Committee. No complaint was pending at the beginning or end of the financial year under review.

c) Compliance with the provisions of Maternity Benefit Act, 1961:

The Company has devised proper systems to ensure compliance with the provisions of the Maternity Benefit Act, 1961. Your Directors confirm that the Company has complied with the said provisions during the financial year under review, wherever required.

d) Number of employees as on 31^st March, 2025:

Female : 9

Male : 50

Transgender : 0

24. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Risk Management Committee assists the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Committee reviews the risk management practices and actions deployed by the management with respect to identification, impact assessment, monitoring, mitigation and reporting of key risks while at the same time trying to achieve its business objectives.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

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.

26. INTERNAL FINANCIAL CONTROL

Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Companys policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures.

27. VIGIL MECHANISM

The Company has formulated and adopted a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. Neither any compliant was received during the financial year under review, nor there was any compliant pending at the beginning or end of the financial year under review.

28. AUDITORS

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 13^th Annual General Meeting held on 30^th September, 2022, re-appointed M/s. Monika Jain and Co., Chartered Accountants (Firm Registration No. 130708W), as Statutory Auditors of the Company to hold office till the conclusion of the 18^th Annual General Meeting, to be held for the financial year ending 31^st March, 2027.

Further, the member of the Company at their 15^th Annual General Meeting held on 11^th September, 2024, appointed M/s. CNK & Associates LLP, Chartered Accountants, Mumbai (having FRN: 101961W / W-100036) as Joint Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 15^th Annual General Meeting till the conclusion of 20^th Annual General Meeting to be held for the financial year ending on 31^st March, 2029.

Pursuant to the provisions of Sections 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules, 2014, both the Statutory Auditors have furnished certificate of their eligibility to continue as Statutory Auditors of the Company.

29. STATUTORY AUDITORS REPORTS

The Statutory Auditors reports on the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025 form part of this Report.

The Auditors Reports on Standalone and Consolidated Audit Financial Statements for the financial year ended 31^st March, 2025 do not contain any qualification, reservation or adverse remark or disclaimer by the Auditors.

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

30. COST RECORDS

The provisions of Section 148 of Act regarding maintenance of cost records and appointment of Cost Auditors were not applicable to the Company during the financial year under review.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.

31. SECRETARIAL AUDIT REPORT

The provisions of Section 204(1) of the Act regarding Secretarial Audit were not applicable to the Company during the financial year under review; accordingly, Secretarial Audit Report is not required to be annexed to this report.

32. INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

During the financial year under review, the Company was not required to transfer any amount or shares to the IEPF Authority as required under provisions of Sections 124(5) and (6) of the Act.

33. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

34. VALUATION OF ASSETS

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence, the Company was not required to carry out valuation of its assets for the said purpose.

35. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the continued support and cooperation received from various banks, employees and other stakeholders of the company.

For and on behalf of the Board of Euro Pratik Sales Limited

Pratik Singhvi

Managing Director

Abhmav Sacheti

Whole-Time Director DIN:10832940

Place: Mumbai Date :31^st July, 2025

Jai Singhvi

Director & Chief Financial Officer DIN:00408876

Shruti Shukla

Company Secretary Membership No.: A60044