Praveg Ltd Directors Report

Dear Members of Praveg Limited

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

FINANCIAL PERFORMANCE

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

The summarized financial highlight is depicted below:

(Rs.in Lakhs)

	STANDALONE		CONSOLIDATED
FINANCIAL RESULTS AND APPROPRIATIONS	2024-25	2023-24	2024-25	2023-24
Income
Revenue from Operations	13262.73	9141.75	16717.60	9159.67
Other Income	696.83	295.57	725.41	295.57
Total Income	13959.56	9437.32	17443.01	9455.24
Expenses
Cost of operations and food consumed	5813.80	3800.19	7641.85	3815.19
Employee Benefit Expenses	2372.22	1600.06	2665.94	1600.06
Financial Costs	670.43	238.89	805.21	238.92
Depreciation And Amortisation Expenses	2271.29	1068.09	2784.37	1068.09
Other Expenses	1203.39	833.38	1447.48	825.64
Total Expenses	12331.13	7540.61	15344.85	7547.90
Profit/(Loss) before loss of Share of Joint Venture,	1628.43	1896.71	2098.15	1907.34
Exceptional Items & Tax Expenses
Share of profit /(loss) from Joint Venture	0.00	0.00	0.00	0.00
Profit/(Loss) before Exceptional Items & Tax Expenses	1628.43	1896.71	2098.15	1907.34
Exceptional Items	0.00	0.00	0.00	0.00
Profit /(loss) before tax	1628.43	1896.71	2098.15	1907.34
Tax Expense	342.14	607.36	493.31	607.36
Current Tax	61.33	141.83	190.54	141.83
Deferred Tax	270.11	465.53	282.72	465.53
Adjustment of Tax for earlier years	10.71	0.00	20.05	0.00
Profit/(Loss) for the period / year from continuing operations	1286.29	1289.35	1604.84	1299.98
Profit/(Loss) from discontinued operations	0.00	0.00	0.00	0.00
Tax expenses of discontinued operations	0.00	0.00	0.00	0.00
Profit for the period	1286.29	1289.35	1604.84	1299.98
Other comprehensive income
a. Items that will not be reclassi ed to profit or loss:
I) Remeasurement of defined employee benefit plan	11.46	(7.29)	11.46	(7.29)
ii) Income tax relating to item that will not be	(2.88)	1.83	(2.88)	1 . 8 3
reclassi ed to profit or loss
Total Other Comprehensive Income (Net of Tax)	8.58	(5.46)	8.58	(5.46)
Total Comprehensive Income for the period / Year	1294.87	1283.89	1613.42	1294.52
Paid up equity share capital (Face Value Rs. 10 per share)	2614.07	2453.26	2614.07	2453.26
Earnings per Equity Share (Basic) (in Rs.)	5.00	5.73	5.96	5.78
Earnings per Equity Share (Diluted) (in Rs.)	5.00	5.62	5.96	5.66

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

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

Standalone Financial Results:

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

Consolidated Financial Results:

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

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

DIVIDEND

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

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

MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR UNDER REVIEW AND

OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

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

Major Expansion of Hospitality Portfolio:

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

Capital Raises through Preferential Issue:

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

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

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

Strategic Acquisitions and Partnerships

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

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

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

Mergers / demergers / amalgamation / restructuring:

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

Employee Stock Option Plan

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

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

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

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

CAPITAL STRUCTURE OF THE COMPANY

Authorised share capital

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

Paid-up share capital

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

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

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

TRANSFER TO RESERVES

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

MATERIAL CHANGES AND COMMITMENTS

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

Further, during the year operations in the Joint Venture has been discontinued and the Company has impaired its Investment of Rs.9.74 Lakhs in Joint Venture namely Sardar Sarovar Tourisum Opportunities due to expiration of Joint Venture Agreement. The Annual Financial Statements and related detailed information of the subsidiaries and joint venture shall be made available to the shareholders of the holding and subsidiaries and joint venture seeking such information on all working days during business hours. The financial statements of the subsidiaries and joint venture shall also be kept for inspection by any shareholders during working hours at your 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).

ANNUAL RETURN

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

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section

186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were on an 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://praveg.com/code_of_conduct_and_policies/Related_Party_Transactions_Policy.pdf.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

a) In the preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit or loss of the Company for the year ended on that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directorate:

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

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

Appointments/Re-appointments

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

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

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

Retirement by Rotation

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

B. Key Managerial Personnel:

As of March 31, 2025, your Companys Board had three Key Managerial Personnel: Mr. Bhumit Patel - Wholetime Director Mr. Dharmendra Soni - Chief Financial Officer Mr. Mukesh Chaudhary - Company Secretary

C. Independent Directors

The 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 con rmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

All the Independent Directors of the Company have con rmed 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 in uence. 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://praveg.com/code_of_conduct_and_policies/T_and_C_of_Appointment_of_ID.pdf.

D. Policy on Directors Appointment and Remuneration

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

E. Mechanism for Evaluation of the Board

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

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

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

BOARD DIVERSITY

The Company has over the years been fortunate to have eminent persons from diverse elds 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://praveg.com/code_of_conduct_and_policies/Policy_on_Board_Diversity.pdf.

Meetings of the Board

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

Committees of the Board

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

Audit Committee

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

AUDITORS

Statutory Auditor and Statutory Auditors Report

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

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

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any quali cation, 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 rms in the network entity of which the statutory auditors are a part, during the year ended March 31, 2025, is Rs. 10.00 lakhs.

Internal Auditor:

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

Secretarial Auditor and Secretarial Auditors Report

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

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

Appointment of Secretarial Auditor

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

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

ANNUAL SECRETARIAL COMPLIANCE REPORT

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

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

A. Conservation of Energy

Being a responsible Company, 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-ef cient techniques like limiting the use of arti cial 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 quanti ed.

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) Bene ts 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 in flows was NIL, whereas the foreign exchange in terms of actual out flows was Rs. 33.64 Crores.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

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

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

LISTING AT STOCK EXCHANGE

The 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 2024-25.

DISCLOSURES

Corporate Social Responsibility (CSR)

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

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

Internal Financial Controls

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

Internal Control Systems

Adequate internal control systems commensurate with the nature of the 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://praveg.com/code_of_conduct_and_policies/ Risk_Management_Policy_PL.pdf.

Vigil Mechanism & Whistle Blower Policy

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

Prevention of Sexual Harassment of Women at Workplace

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

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the 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.

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 of cials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

GENERAL

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

i. Details relating to deposits covered under Chapter V of the Act. ii. Issue of equity shares with differential rights as to dividend, voting or otherwise. iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

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

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

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

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

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

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

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

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

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute “forward looking statements”. These forward-looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements. Important factors that could influence the 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 and on behalf of the Board of Directors
Date : July 15, 2025	Vishnukumar Patel	Bijal Parikh
Place : Ahmedabad	Chairman	Director
	DIN 02011649	DIN 07027983