Euro Pratik Sales Ltd Directors Report

To

The Members,

Your Directors are pleased to present herewith the 15^th Annual Report along with the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS: f Amount in Lakh)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24
Income from operations & other Income	22,765.41	26,922.98	22765.41
Profit before Depreciation	8,408.54	8,238.04	8406.87
Less: Depreciation & Amortization	53.01	52.03	53.01
Profit/ (Loss) before Tax	8,355.53	8,186.01	8353.86
Less:
Current Tax	2,157.00	1,820.50	2157.00
Deferred tax (assets) / Liabilities	f27.40J	f2.65]	C27.401
Prior period Tax	260.57	23.11	260.57
Profit after tax but before Income Distribution tax	5,965.36	6,345.05	5963.69
Less: Income Distribution tax	700.81	929.51	700.81
Profit after Tax	5,264.55	5,415.54	5262.88
Earnings Per Share - Basic and diluted (Rs.)	253.50	905.86	253.42

2. OVERVIEW AND STATE OF AFFAIRS OF THE COMPANY

On Standalone basis, during the financial year under review, the Company generated total revenue from operations of Rs. 22,169.82 Lakh as against Rs. 26,358.41 Lakh in previous financial year, which is slightly low as compared to previous financial year. Other income of the Company was Rs. 595.58 Lakh and Rs. 564.57 Lakh for financial year under review and previous financial year respectively. The Income Distribution Tax on buy back of shares was Rs. 700.81 Lakh during the financial year under review and Rs. 929.51 Lakh in the previous year. The profit after tax for the financial year was at Rs. 5,264.55 Lakh as compared to Rs. 5,415.54 Lakh in the previous financial year.

On consolidated basis, during the financial year under review, the Company generated total revenue from operations of Rs. 22,169.82 Lakh. Other income of the Company was Rs. 595.83 Lakh for financial year under review. The profit after tax for the financial year was at Rs. 5,262.88 Lakh.

3. CHANGE IN NATURE OF BUSINESS

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

4. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

To expand its business activities, the Company incorporated following two wholly owned subsidiaries during the financial year under review:

(a) Euro Pratik Trade - FZCO, Dubai on 2^nd February, 2024; and

(b) Euro Pratik C Corp INC, USA on 13* July, 2023.

Both the subsidiaries are yet to start their business operations.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of Euro Pratik C Corp INC, USA, wholly owned subsidiary in Form AOC-1 is attached to the financial statements of the Company forming part of this Annual Report.

Since, no bank account of Euro Pratik Trade - FZCO, Dubai was opened till 31^st March, 2024, and there were no transactions in the said subsidiary till that date, accordingly, no financial statements are prepared for the said period ended for this subsidiary.

No joint venture or associate Company was formed or ceased during the financial year under review.

5. CONSOLIDATED AUDITED FINANCIAL STATEMENTS

Pursuant to the provisions of Sections 129 and 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of its wholly owned subsidiary viz. Euro Pratik Trade - FZCO, Dubai with its financial statements in accordance with the applicable provisions of Accounting Standards. As there were no transactions in the Euro Pratik Trade - FZCO, Dubai, wholly owned subsidiary till 31^st March, 2024, no financial statements are prepared for the said period ended for this subsidiary and accordingly, not considered in consolidation.

The Consolidated Audited Financial Statements along with the Independent Auditors Report thereon are annexed and form part of this Annual Report.

The summarized consolidated financial position is provided in point no. 1 above

6. DIVIDEND

In order to conserve resources for future growth, your Directors do not recommend any dividend for the financial year under review.

7. AMOUNT TRANSFERRED TO RESERVES

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

8. 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 Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on 31^st March, 2024, there was no deposits which remained unclaimed / unpaid and due for repayment.

9. SHARE CAPITAL

During the financial year under review:

(a) The Authorized Share Capital of the Company was increased from Rs. 75.00 Lakh to Rs. 205.00 Lakh divided into 20,50,000 Equity Shares of Rs. 10/- each;

(b) The Company forfeited partly paid up 1,92,330 Equity Shares of Rs. 10/- each, paid up Rs. 5/- each on 24^th July, 2023;

(c) The Company issued and allotted 16,40,000 Equity Shares of Rs. 10/- each as Bonus Equity Shares in the ratio of 4:1 on 10^th January, 2024; and

(d) The Company bought back 67,000 Equity Shares of Rs. 10/- each on 12^th March, 2024.

After considering the above changes, as on 31^st March, 2024, the Authorized Share Capital of the Company stood at Rs. 205.00 Lakh divided into 20,50,000 Equity Shares of Rs. 10/- each, and issue, subscribed and paid up share capital stood at Rs. 198.30 Lakh divided into 19,83,000 Equity Shares of Rs. 10/- each.

10. 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.

11. CONVERSION OF THE COMPANY FROM PRIVATE LIMITED INTO PUBLIC LIMITED Upon proposal by the Board of Directors, the members of the Company in their Extra Ordinary General Meeting held on 22^nd August, 2024 approved the conversion of the Company from Private Limited into Public Limited, subject to the approval of the Central Government (since powers delegated to the Registrar of Companies).

The Company is in process of filing necessary application for conversion of the Company from Private Limited into Public Limited.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the composition of the Board of Directors of the Company during the financial year under review.

Mrs. Nidhi Seemant Sacheti was appointed as an Additional Executive Director of the Company w.e.f. 12^th August, 2024. The members of the Company in their Extra Ordinary General Meeting held on 22^nd August, 2024 approved her appointment.

Mr. Pratik Gunvantraj Singhvi as Managing Director and Mr. Jai Gunvantraj Singhvi as Executive Director and Chief Financial Officer of the Company were appointed 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.

13. DECLARATION

The Company being a private company, the provisions of Section 149(4) pertaining to the appointment of Independent Director were not applicable during the financial year under review; hence the declaration by Independent Directors pursuant to provisions of Section 149(7) is not required.

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return (Form MGT-

7) of the Company for the financial year ended on 31^st March, 2024 will be available on the Companys website viz. www.europratik.com.

15. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, 10 meetings of the Board of Directors of the Company were convened and held on 19^th April 2023, 8^th June, 2023, 24^th July, 2023, 21^st August, 2023, 6^th September, 2023, 22^nd November, 2023, 10^th January, 2024, 4^th March, 2024, 5^th March, 2024 and 25^th March, 2024. The intervening gap between two meetings was within the period prescribed under the Companies Act, 2013.

The details of attendance of each director at the said Board meetings are as given below:

Name of the Director	No. of meetings held and attended
Mr. Jai G. Singhvi	10
Mr. Pratik G. Singhvi	10

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief and according to the information and explanations obtained, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

(ii) 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 and of the profit of the Company for that period;

(hi) 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;

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

(v) 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.

17. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed ‘Corporate Social Responsibility Committee (CSR Committee). The Committee formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

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 -1" attached herewith.

18. AUDIT COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE

This being private company, the provisions of Sections 177 and 178 of Companies Act, 2013 pertaining to formation of Audit Committee and Nomination & Remuneration Committee respectively, were not applicable during the financial year under review.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, the Company has not given any guarantee or provided any security to any persons or body corporate falling under provisions of Section 186 of the Companies Act, 2013. The particulars of investments made during the financial year under review are provided in financial statements under Note No. 12.

20. 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, as prescribed in Form AOC - 2, is appended as Annexure -II.

21. 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)

22. PARTICULARS OF EMPLOYEES

The Company being a private company, disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company for the financial year under review.

23. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company.

24. FORMAL ANNUAL EVALUATION

This being private company, the provisions relating to formal annual performance evaluation of the Board, its Committee and individual directors were not applicable during the financial year under review.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR 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.

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. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has complied with the provisions relating to the constitution of the 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, there was no complaint filed before the said Committee and there was no complaint pending at the beginning or end of the financial year under review.

28. AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, at the Companys 13^th Annual General Meeting held on 30^th September, 2022, M/s. Monika Jain and Co., Chartered Accountants (Firm Registration No. 130708W), were re-appointed as Companys Statutory Auditors 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. Pursuant to the provisions of Sections 139 and 141 of the Act read with the Companies (Audit and Auditors] Rules, 2014, the said Statutory Auditors have furnished a certificate of their eligibility to continue as Statutory Auditors of the Company.

Further, the Board of Directors of the Company has proposed to appoint 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 this 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, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company. Pursuant to the provisions of Sections 139 and 141 of the Act read with the Companies (Audit and Auditors] Rules, 2014, the said Statutory Auditors have furnished a certificate of their eligibility to be appointed as Statutory Auditors of the Company and have also given their consent to act as joint Statutory Auditors, if appointed.

29. AUDITORS REPORTS

The Auditors Reports on Standalone and Consolidated Audit Financial Statements for the financial year ended 31^st March, 2024 does not contain any qualification, reservation or adverse remark or disclaimer by the Auditors.

The Statutory Auditors have not reported any fraud as specified under second proviso to Section 143(12] of the Companies Act, 2013.

30. COST RECORDS

The maintenance of cost records has not been specified by the Central Government under Section 148 of the Companies Act, 2013 in respect of the activities carried on by the Company.

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.

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 Section 124(5] & (6] of the Companies Act, 2013.

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 & on behalf of Board of Directors of Euro Pratik Sales Private Limited

Place: Mumbai

Date: 2^nd September, 2024

Pratik G. Singhvi	Jai G. Singhvi
Managing Director	Executive Director & CFO
DIN: 00371660	DIN: 00408876

 

PRATIK	Digitally signed by PRATIK	JAI	Digitally signed by JAI GUNVANTRAJ SINGHVI Date: 2024.09.02 15:22:54 +0530
GUNVANTR	GUNVANTRAJ SINGHVI	GUNVANTR
AJ SINGHVI	Date: 2024.09.02 15:22:11 +0530l	AJ SINGHVI