Praveg Ltd Directors Report

Dear Members of Praveg Limited

The Directors take pleasure in presenting the Thirty-first (31st) Annual Report of the Praveg Limited ("the Company or Praveg") together with the Audited Financial Statements for the Financial Year ended March 31, 2026, and other accompanying reports, notes, and certificates. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on March 31, 2026, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs. in Lakhs)

FINANCIAL RESULTS AND APPROPRIATIONS	STANDALONE		CONSOLIDATED
	2025-26	2024-25	2025-26	2024-25
IncomIncome
Revenue from Operations	18362.25	13262.73	24094.37	16717.60
Other Income	112.27	696.83	149.29	725.41
Total Income	18474.92	13959.56	24243.66	17443.01
Expenses
Cost of operations and food consumed	10047.30	5813.80	12425.36	7641.85
Employee Benefit Expenses	3321.58	2372.22	3712.28	2665.94
Financial Costs	891.22	670.43	1449.29	805.21
Depreciation And Amortisation Expenses	3223.14	2271.29	4880.39	2784.37
Other Expenses	1925.27	1203.39	2200.92	1447.48
Total Expenses	19408.51	12331.13	24668.24	15344.85
Profit/(Loss) before loss of Share of Joint Venture, Exceptional Items & Tax Expenses	(933.59)	1628.43	(424.59)	2098.15
Share of profit /(loss) from Joint Venture	0.00	0.00	0.00	0.00
Profit/(Loss) before Exceptional Items & Tax Expenses	(933.59)	1628.43	(424.59)	2098.15
Exceptional Items	0.00	0.00	91.28	0.00
Profit /(loss) before tax	(933.59)	1628.43	(515.87)	2098.15
Tax Expense	275.36	342.14	481.00	493.31
Current Tax	(3.97)	61.33	212.35	190.54
Deferred Tax	214.05	270.11	212.60	282.72
Adjustment of Tax for earlier years	65.28	10.71	56.04	20.05
Profit/(Loss) for the period / year from continuing operations	(1208.95)	1286.29	(996.86)	1604.84
Profit/(Loss) from discontinued operations	0.00	0.00	0.00	0.00
Tax expenses of discontinued operations	0.00	0.00	0.00	0.00
Profit for the period Other comprehensive income	(1208.95)	1286.29	(996.86)	1604.84
a. Items that will not be reclassified to profit or loss:
i) Remeasurement of defined employee benefit pla	n 15.78	11.46	15.78	11.46
ii) Income tax relating to item that will not be reclassified to profit or loss	(3.97)	(2.88)	(3.97)	(2.88)
Total Other Comprehensive Income (Net of Tax)	11.81	8.58	11.81	8.58
Total Comprehensive Income for the period / Year	(1197.14)	1294.87	(985.05)	1613.42
Paid up equity share capital (Face Value Rs. 10 per share)	2614.07	2614.07	2614.07	2614.07
Earnings per Equity Share (Basic) (in Rs.)	(4.62)	5.00	(3.81)	5.96
Earnings per Equity Share (Diluted) (in Rs.)	(4.62)	5.00	(3.81)	5.96

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors ("the Board") has formulated a Dividend Distribution Policy.

The policy is available on the website of the Company at

https://www.dizcoverpraveg.com/code_of_conduct_and_policies/Dividend_Distribution_Policy_PL.pdf.

DIVIDEND

The Company remains committed to evaluating and managing its dividend policy with the objective of enhancing long-term shareholder value. In line with this approach, the Board of Directors, at its meeting held on May 29, 2026, has recommended a final dividend of 5% (i.e., 50 paise per equity share of face value Rupees 10/- each), subject to the approval of the members at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the period ended March 31,2026.

COMPANYS PERFORMANCE AND STATE OF AFFAIRS Standalone Performance

On a standalone basis, the Company recorded Revenue from Operations of Rupees 18,362.25 lakhs during FY 2025-26 as against Rupees 13,262.73 lakhs in the previous financial year, representing an increase of approximately 38.60%.

During the year under review, total expenses increased to Rupees 19,408.51 lakhs as compared to Rupees 12,331.13 lakhs in the previous year. The increase in expenses was primarily reflected across cost of operations and food consumed, employee benefit expenses, financial costs, depreciation and amortisation expenses and other expenses.

As a result, the Company recorded a Loss before Tax of Rupees 933.59 lakhs as against a Profit before Tax of Rupees 1,628.43 lakhs in the previous year. After considering tax expenses of Rupees 275.36 lakhs, the Company reported a Loss for the year of Rupees 1,208.95 lakhs, as compared to a Profit of Rupees 1,286.29 lakhs in FY 2024-25.

Consolidated Performance

On a consolidated basis, the Group recorded Revenue from Operations of Rupees 24,094.37 lakhs during FY 2025-26 as against Rupees 16,717.60 lakhs in FY 2024-25, representing an increase of approximately 44.13%. Total Income increased to Rupees 24,243.66 lakhs from Rupees 17,443.01 lakhs in the previous year.

The consolidated total expenses increased to Rupees 24,668.24 lakhs during FY 2025-26 from Rupees 15,344.85 lakhs in the previous year. Consequently, the Group reported a Loss before Tax of Rupees 515.87 lakhs, as against a Profit before Tax of Rupees 2,098.15 lakhs in the previous year.

After considering tax expenses of Rupees 481.00 lakhs, the consolidated Loss for the year stood at Rupees 996.86 lakhs, as compared to a Profit of Rupees 1,604.84 lakhs in FY 2024-25. The Total Comprehensive Income attributable to the Group for the year was a loss of Rupees 985.05 lakhs, as against Total Comprehensive Income of Rupees 1,613.42 lakhs in the previous year.

Overall State of Affairs

The Company witnessed a significant growth in its Revenue from Operations during FY 2025-26 on both standalone and consolidated bases. However, the increase in operating and other expenses, together with the reduction in Other Income, resulted in the Company reporting a loss during the year under review as against a profit in the previous financial year.

The Management continues to remain focused on strengthening operational efficiency, improving cost management, enhancing revenues and taking appropriate measures for sustainable and profitable growth of the Company and its businesses. The Company remains committed to strengthening its operational and financial performance in the coming years.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As per the Companies Act, 2013 (the Act) the Company has seven subsidiary companies as on March 31,2026. There has been no material change in the nature of the business of the subsidiaries.

During the year under review, the Company incorporated "Praveg Rannutsav Private Limited" as Wholly Owned Subsidiary of the Company on 20th December, 2025 a wholly owned subsidiary, a Company which carry on the business related to construction, development, operation, maintenance including marketing of permissible components of the project of Development of Resort (rooms and dormitories) at Dhordo, Kutch, Gujarat.

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit and Compliance Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

a) in the preparation of the annual accounts for the year ended March 31,2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates thalat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

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;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directorate:

As of March 31,2026, your Companys Board had eight members comprising of One Chairman and Managing Director, One Executive Director, Two Non-Executive and Non-Independent Directors and Four Non-Executive Independent Directors. The Board has two-woman Directors. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

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

Changes in the Board of Directors

During the financial year under review, Mr. Bhumit Patel (DIN: 02796255), Whole-time Director of the Company, tendered his resignation from the position of Whole-time Director of the Company with effect from the close of business hours on December 31,2025, owing to his preoccupation and engagements in various professional assignments and social activities. The Board placed on record its appreciation for the valuable contributions and services rendered by Mr. Bhumit Patel during his tenure with the Company.

Further, Mr. Keyoor Bakshi (DIN: 00133588), Independent Director of the Company, ceased to be a Director of the Company upon completion of his first term as an Independent Director with effect from the close of business hours on February 28, 2026. The Board placed on record its appreciation for his valuable guidance, contribution and services rendered during his tenure as an Independent Director of the Company.

The members of the Company, vide resolutions passed through postal ballot, approved:

a) the change in designation of Mr. Vishnukumar Vitthaldas Patel (DIN: 02011649) from Chairman and Non-Executive Director to Chairman and Managing Director of the Company with effect from February 12, 2026.

b) the change in designation of Ms. Bijal Kiran Parikh (DIN: 07027983) from Executive Director to Non-Executive Director of the Company with effect from February 12, 2026.

c) the reappointment of Mr. Ajit Kumar Panda (DIN: 07123718) as Independent Director of the Company for a second term of five (5) consecutive years, commencing from August 22, 2025 and continuing up to August 21,2030; and

d) the reappointment of Mr. Rajendrakumar Chaturbhai Patel (DIN: 06532676) as Independent Director of the Company for a second term of five (5) consecutive years, commencing from August 22, 2025 and continuing up to August 21,2030.

Continuation of Independent Director beyond the age of 75 years

The Members of the Company, by way of Special Resolution passed through Postal Ballot on May 2, 2025, approved the reappointment of Mr. Rajendrakumar Chaturbhai Patel (DIN: 06532676) as an Independent Director of the Company for a second term of five consecutive years, commencing from August 22, 2025 and ending on August 21,2030.

Mr. Rajendrakumar Chaturbhai Patel has attained the age of 75 years. Accordingly, the aforesaid approval of the Members also covers his continuation as a Non-Executive Director of the Company beyond the age of 75 years in accordance with the applicable provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

It may be noted that while the Postal Ballot Resolution did not specifically refer to the number of Regulation 17(1A) of the Listing Regulations, the Members had duly considered and approved, by way of Special Resolution, the re-appointment and continuation of Mr. Rajendrakumar Chaturbhai Patel as an Independent Director for the aforesaid term. Accordingly, the Company has continued to comply with the substantive requirement relating to obtaining shareholders approval for continuation of a Non-Executive Director beyond the age of 75 years.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Vishnukumar Vitthaldas Patel (DIN: 02011649) and Mr. Alpeshkumar Parshottambhai Patel (DIN: 00074091), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers themselves for re-appointment.

B. Key Managerial Personnel:

In terms of Section 203 of the Act, the KMPs of the Company as on March 31,2026 are:

Mr. Vishnukumar Patel	Managing Director
Mr. Dharmendra Soni	Chief Financial Officer
Mr. Mukesh Chaudhary	Company Secretary

C. Independent Directors

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

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

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

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

D. Policy on Directors Appointment and Remuneration

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

E. Mechanism for Evaluation of the Board

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

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

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p) and Section 178 of the Companies Act, 2013 and Regulation 17(10) of the SEBI Listing Regulations, the Company has instituted a structured framework for the annual performance evaluation of the Board as a whole, its Committees, and Individual Directors has been provided in the Corporate Governance Report forming part of this Annual Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has a structured Familiarisation Program for Independent Directors to familiarise them with the Companys business, operations, industry, roles, rights, and responsibilities. At the time of appointment and on an ongoing basis, Independent Directors are provided with relevant information about the Companys operations, business environment, and regulatory framework to enable them to effectively discharge their duties.

The details of the Familiarisation Program are disclosed in the Corporate Governance Report and are also available on the Companys website in compliance with the SEBI Listing Regulations.

BOARD DIVERSITY

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

Meetings of the Board

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

Committees of the Board

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

Audit Committee

As on March 31, 2026, the Audit Committee comprises Mr. Ajit Panda (Chairman), Mr. Rajendrakumar Patel and Ms. Bijal Parikh. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

AUDITORS

Statutory Auditor and Statutory Auditors Report

At the 30th AGM of the Company held on August 12, 2025 the Members approved the appointment of KPSJ & Associates LLP, Chartered Accountants (FRN: 124845W/W100209) as the Statutory Auditors of the Company to hold office for a term of five consecutive years, from the conclusion of the 30th AGM till the conclusion of the 35th AGM of the Company, to audit and examine the books of account of the Company.

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

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

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

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March 31, 2026, is Rs. 10.51 lakhs.

Internal Auditor:

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s Paresh Parekh & Co., Chartered Accountants (FRN: 130194W), were appointed as an internal auditor of the Company for the FY 2025-26.

Secretarial Auditor and Secretarial Auditors Report

The Members of the Company at the 30th AGM of the Company held on August 12, 2025 had approved the appointment of M/s ALAP and Co. LLP, Practicing Company Secretaries (FRN: L2023GJ013900 and Peer Review No. 5948/2024) as the Secretarial Auditors of the Company for a term of five consecutive financial years, commencing from FY 2025-26 through FY 2029-30 to conduct the Secretarial Audit of the Company.

The Report by the Secretarial Auditor is annexed to this Report as Annexure II. The said Secretarial Auditors Report does not contain any qualifications, observations, adverse remarks or disclaimer.

Pursuant to Regulation 24A (1) of the SEBI Listing Regulations, the secretarial audit report of Abhik Advertising Private Limited, the Companys material unlisted Indian subsidiary for FY 2025-26, is annexed to this Report as Annexure III.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year ended March 31,2026 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued there under. The Annual Secretarial Compliance Report issued by M/s ALAP and Co. LLP, Practicing Company Secretaries has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

Cost Auditors and Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Employee Stock Option Plan

The Company has implemented the following Employee Stock Option Plan 2024 (ESOP 2024) for the benefit of its eligible employees. The ESOP 2024 is in compliance with the Act and other applicable laws.

The ESOP 2024 is available on the Companys website at www.dizcoverpraveg.com and shall also be available for inspection by the Members at the ensuing Annual General Meeting through electronic means.

Members may also inspect the same at the Registered Office of the Company on all working days during business hours up to the date of the Annual General Meeting, without payment of any fee.

The Company has implemented an Employee Stock Option Plan 2024 (ESOP 2024) and administered by the Nomination and Remuneration Committee in accordance with the provisions of the Act, Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations").

The ESOP 2024 is in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). The details as required to be disclosed under the SBEB Regulations are available on the Companys website and can be accessed at

https://www.dizcoverpraveg.com/Shareholders_Information/3_Other_Filings_with_Stock_Exchange/ESOPAnnexure_2025_Praveg.pdf.

A certificate from the Secretarial Auditors confirming that the Scheme has been implemented in accordance with the applicable regulations will be placed before the shareholders at the ensuing Annual General Meeting.

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

During the Financial Year 2025-26 and subsequent to the close of the financial year up to the date of this Report, the Company continued to focus on strengthening its hospitality, tourism and experiential infrastructure portfolio, expanding its presence across strategic destinations and pursuing opportunities for sustainable growth. The significant developments during the year under review and thereafter are as under:

a) Expansion of Hospitality and Tourism Portfolio

During the year under review, the Company continued to expand and strengthen its portfolio of luxury resorts, tourism destinations, theme parks and hospitality projects across various locations in India. The Company commenced operations at Praveg Adalaj Theme Park, developed through its wholly owned subsidiary, Praveg Adalaj Tourism Infrastructure Private Limited, under a Public-Private Partnership arrangement. The project commenced operations in September 2025 and is intended to provide premium tourism, hospitality and event-related experiences. Moreover, White Rann Resort has been awarded an extension of 252 beds for 30 years.

b) Letter of Award for Tourism Project at Meghalaya

During February 2026, the Company received a Letter of Award from the Directorate of Tourism, Government of Meghalaya, for the Development, Operation and Maintenance of Luxury Cottages at Umiam, Meghalaya, under the Design, Build, Finance, Operate and Transfer (DBFOT) mode on a Public-Private Partnership basis. The project envisages development and operation of a minimum of 40 luxury cottages on approximately 10 acres of land, together with allied amenities and supporting infrastructure, with a concession period of 30 years. The project is expected to further strengthen the Companys presence in the North-Eastern region and contribute to its long-term growth strategy.

c) Preferential Issue / Fund Raising

The Company had issued 8,56,976 warrants on a preferential basis, which were forfeited by the Company on November 16, 2025, upon completion of the stipulated period of 18 months, due to non-receipt of the balance 75% of the issue price within the prescribed period. Accordingly, no such warrants remain outstanding as on March 31,2026.

Subsequent to the end of the financial year, the Board of Directors, at its meeting held on July 22, 2026, approved the issuance of up to 8,33,700 Equity Shares and 11,00,000 Convertible Warrants on a preferential basis, subject to applicable statutory and regulatory approvals, including approval of the shareholders and such other approvals as may be required. The proposed issue is intended to strengthen the capital base of the Company and support its growth and expansion plans.

d) Scheme of Arrangement with Eulogia Inn Private Limited

Subsequent to the close of the financial year, the proposed Scheme of Arrangement for amalgamation of Eulogia Inn Private Limited ("Transferor Company") with Praveg Limited ("Transferee Company") and their respective shareholders and creditors progressed further. The Ahmedabad Bench of the Honble National Company Law Tribunal ("NCLT"), vide its order dated June 4, 2026, directed the convening of meetings of the Equity Shareholders and Creditors of the respective companies.

Pursuant thereto, the meetings of the Equity Shareholders and Creditors of the Company and the Transferor Company were convened and held on July 18, 2026, wherein the Scheme of Arrangement was duly approved by the requisite majority of the Equity Shareholders and Creditors of the respective companies, in accordance with the applicable provisions of the Companies Act, 2013 and the directions of the Honble NCLT.

The Scheme is presently subject to the receipt of the requisite approvals and sanctions from the Honble NCLT and other statutory, regulatory and governmental authorities, as may be applicable. The Company continues to take necessary steps for obtaining the requisite approvals and giving effect to the Scheme in accordance with applicable laws.

CAPITAL STRUCTURE OF THE COMPANY Authorised share capital

During the year under review, there is no change in the authorised share capital of the Company, the Authorised Capital of the Company is Rs. 40,00,00,000/- divided into 4,00,00,000 Equity Shares as on March 31,2026.

Paid-up share capital

The Paid-up Share Capital of the Company as on March 31, 2026 is Rupees 26,14,06,950/- divided into 2,61,40,695 Equity Shares of Rupees 10/- each fully paid up.

MATERIAL CHANGES AND COMMITMENTS

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

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year ended March 31,2026 is uploaded on the website of the Company and can be accessed at www.dizcoverpraveg.com.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

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

https://www.dizcoverpraveg.com/code_of_conduct_and_policies/Related_Party_Transactions_Policy.pdf.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India, which have mandatory application during the FY 2025-26 under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

A. Conservation of Energy

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

i) Steps taken or impact on conservation of energy:

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

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

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

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

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

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

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

iii) Capital investment on energy conservation equipments:

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

B. Technology absorption

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

i) Efforts made towards technology absorption	: Not Applicable
ii) Benefits derived	:Not Applicable
iii) Details of Technology Imported in last three years
a) Details of Technology imported :	Not Applicable
b) Year of import	:Not Applicable
c) whether the technology been fully absorbed :	Not Applicable
d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof :	Not Applicable
iv) Expenditure incurred on Research and Development :	Not Applicable

C. Foreign Exchange Earnings and Outgo

During the Financial Year, the foreign exchange earned in terms of actual inflows was Nil, whereas the foreign exchange in terms of actual outflows was Rs. 0.63 Crore.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

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

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

LISTING AT STOCK EXCHANGE

The Companys equity shares are listed on the BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street,

Mumbai - 400 001, Maharashtra, India.

The Company has paid the Annual Listing Fees to the BSE Limited for the Financial Year 2025-26.

DISCLOSURES

Corporate Social Responsibility (CSR)

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

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

Internal Financial Controls

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

Internal Control Systems

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

Risk Management Policy

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

https://www.dizcoverpraveg.com/code_of_conduct_and_policies/Risk_Management_Policy_PL.pdf.

IT & Cyber Security Risk

Digital platforms and client data repositories are vulnerable to cyber-attacks, data breaches, and system failures. Mitigated through Data Loss Prevention, multi-factor authentication and regular vulnerability assessments.

Vigil Mechanism & Whistle Blower Policy

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

https://www.dizcoverpraveg.com/code_of_conduct_and_policies/Whistle_Blower_Policy.pdf.

Prevention of Sexual Harassment of Women at Workplace

The Company is committed to providing a safe, secure, and dignified work environment for all its employees, free from any form of sexual harassment. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace.

The Company has constituted an Internal Complaints Committee ("ICC") in accordance with the requirements of Section 4 of the POSH Act, comprising the prescribed composition, including an external member, as mandated under the POSH Act, to receive, inquire into, and redress complaints pertaining to sexual harassment at the workplace.

Pursuant to Section 22 of the POSH Act, the Board of Directors hereby confirms that during the Financial Year 2025-26, no complaint of sexual harassment was fled, disposed of, or remained pending before the ICC for a period of more than ninety days. The Company conducts periodic awareness programmes and training sessions to sensitise employees on the provisions of the POSH Act and the redressal mechanism available to them.

Prevention of Insider Trading

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

ARCHIVAL POLICY

The Company has adopted an Archival Policy in accordance with the requirements of SEBI Listing Regulations. The policy is available on the Companys website.

INSURANCE

The assets of your Company have been adequately insured.

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

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

WEBSITE

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

CEO / CFO CERTIFICATION

Pursuant to the requirements of Regulation 17(8) read with Schedule II of the SEBI Listing Regulations, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company have issued the prescribed certification to the Board of Directors.

The certification confirms that the financial statements and other financial information present a true and fair view of the Companys affairs, and that appropriate internal controls and financial reporting systems are in place and operating effectively. It also confirms compliance with applicable laws and that no material irregularities have been observed during the year.

The CEO/CFO Certificate forms part of the Corporate Governance Report included in the Annual Report.

GENERAL

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

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

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

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

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

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

trustees for the benefit of employees.

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

g) Change in the nature of business of the Company.

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

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

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

k) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime

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

thereof.

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

m) The company is in compliance with respect to the provisions relating to the Maternity Benefit Act, 1961.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

	For an on behalf of the Board of Directors
	Vishnukumar Patel	Bijal Parikh
Date : August 13, 2026	Managing Director	Director
Place : Ahmedabad	DIN 02011649	DIN 07027983