Praveg Ltd Directors Report

Dear Members of

Praveg Limited

The Directors take pleasure in presenting the Twenty-Nineth Annual Report of The Praveg Limited (“the Company or Praveg”) along with the Audited Financial Statements for the Financial Year ended March 31, 2024. 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, 2024, 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 nancial highlight is depicted below:

(Rs.in Lakhs)

	STANDALONE		CONSOLIDATED
FINANCIAL RESULTS AND APPROPRIATIONS
	2023-24	2022-23	2023-24	2022-23
Income
Income from Operations	9141.75	8437.92	9159.67	8447.76
Other Income	295.57	38.04	295.57	38.04
Total Income	9437.32	8475.96	9455.24	8485.80
Expenses
Events & Site Expenses	3800.19	2895.26	3815.19	2898.02
Employee Bene t Expenses	1600.06	664.13	1600.06	664.13
Financial Costs	238.89	68.99	238.92	69.03
Depreciation And Amortisation Expenses	1068.09	608.76	1068.09	608.76
Other Expenses	833.38	392.10	825.64	393.87
Total Expenses	7540.61	4629.25	7547.90	4633.81
Profit/(Loss) before loss of Share of Joint Venture,	1896.71	3846.71	1907.34	3851.99
Exceptional Items & Tax Expenses
Share of pro t /(loss) from Joint Venture	0.00	0.00	0.00	0.00
Profit/(Loss) before Exceptional Items & Tax Expenses	1896.71	3846.71	1907.34	3851.99
Exceptional Items	0.00	0.00	0.00	0.00
Profit /(loss) before tax	1896.71	3846.71	1907.34	3851.99
Tax Expense	607.36	1008.69	607.36	1008.69
Current Tax	141.83	978.38	141.83	978.38
Deferred Tax	465.53	30.31	465.53	30.31
Profit/(Loss) for the period / year from	1289.35	2838.02	1299.98	2843.30
continuing operations
Pro t/(Loss) from discontinued operations	0	0	0	0
Tax expenses of discontinued operations	0	0	0	0
Profit for the period	1289.35	2838.02	1299.98	2843.30
Other comprehensive income
a. Items that will not be reclassi ed to pro t or loss:
i) Remeasurement of de ned employee bene t plan	(7.29)	(2.32)	(7.29)	(2.32)
ii) Income tax relating to item that will	1.83	0.58	1.83	0.58
not be reclassi ed to pro t or loss
Total Other Comprehensive Income (Net of Tax)	(5.46)	(1.74)	(5.46)	(1.74)
Total Comprehensive Income for the period / Year	1283.89	2836.28	1294.52	2841.56
Paid up equity share capital (Face Value Rs.10 per share) 2453.26		2092.21	2453.26	2092.21
Earnings per Equity Share (Basic) (in Rs.)	5.73	14.75	5.78	14.78
Earnings per Equity Share (Diluted) (in Rs.)	5.62	14.62	5.66	14.64

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

The key aspects of your Companys performance during the nancial year 2023-24 are as follows:

Standalone Financial Results:

Revenue from operations increased by 7.86% at Rs. 9141.75 lakhs (previous year Rs. 8475.96 lakhs). Pro t before Tax stood to

Rs. 1896.71 lakhs (previous year Rs. 3846.71 lakhs). Pro t after Tax is Rs. 1289.35 lakhs (previous year Rs. 2838.02 lakhs).

Consolidated Financial Results:

The Company achieved consolidated Revenue from operations of Rs. 9159.67 lakhs (previous year Rs. 8447.76 lakhs) and

Pro t before Tax stood at Rs. 1907.34 lakhs for the year under review (previous year Rs. 3851.99 lakhs).

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term shareholder value. The Board of Directors of the Company at its meeting held on May 27, 2024 has recommended the Final Dividend of 10% i.e. Rs. 1 /- (One rupee only) per equity share of 10/- each, which is subject to the approval of 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 DEVELOPMENT 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:

Preferential Issue

On August 14, 2023, the Securities Allotment Committee of the Board of Directors of the Company approved allotment of 5,45,533 equity shares of face value of Rs. 10/- each at a price of Rs. 487/- each payable in cash, aggregating upto Rs. 26.57 crore, on preferential basis and 8,75,000 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. 487/- each payable in cash (‘Warrants Issue Price), aggregating upto Rs. 42.61 crore, 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.

On February 7, 2024, the Securities Allotment Committee of the Board of Directors of the Company approved allotment of 14,90,000 equity shares of face value of Rs. 10/- each at a price of Rs. 670/- each payable in cash, aggregating upto Rs. 99.83 crore, on preferential basis.

Mergers / Demergers / Amalgamation / Restructuring:

On October 26, 2023, the Board of Directors of the Company has approved the Scheme of amalgamation between Eulogia Inn Private Limited (the “Transferor Company”), with Praveg Limited (the “Transferee Company”), and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (the “Scheme”), subject to requisite statutory / regulatory approvals including the approval of the Honourable National Company Law Tribunal, Ahmedabad Bench (“NCLT”).

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 has implemented the Employee Stock Option Plan 2024 (“ESOP 2024”) for its employees and employees of its subsidiaries in accordance with the Securities and Exchange Board of India (Share Based Employee Bene ts & Sweat Equity Regulations), 2021 (“SEBI SBEB Regulations”). In terms of Regulation 13 of the SEBI SBEB Regulations, the Company has obtained a certi cate 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 Of ce and Corporate Of ce of the Company during speci ed 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 speci ed in Part F of Schedule 1 to these Regulations is available on the Companys website of the Company at www.dizcoverpraveg.com.

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, 2024.

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 he Company has allotted equity shares as per details given below:

Date of Allotment		Details of securities allotment	Remarks
July 25, 2023		71,975 fully paid equity shares of	Conversion of 71,975 warrants into equal amoun
		face value of Rs. 10/- each	of fully paid-up equity shares of Rs. 10 each, upon
			receipt of 75% of the issue price per warrant as
			“Warrant Exercise Price” from the warrant-holders
			(non-promoters), as per the terms of issue of
			Warrants
August 14, 2023		5,45,533 fully paid equity shares of	Allotment of fully paid-up equity shares at
		face value of Rs. 10/- each	Rs. 487/- each payable in cash, aggregating upto
			Rs. 26.57 crore, on preferential basis
August 14, 2023		8,75,000 warrants, each convertible	Allotment of warrants, each convertible into,
		into, or exchangeable for, 1 (one)	or exchangeable for, 1 (one) fully paid-up equity
		fully paid-up equity share of face	share of your Company of face value of Rs. 10/-
		value of Rs. 10/- each (‘Warrants)	each (‘Warrants) at a price of Rs. 487/- each
			payable in cash (‘Warrants Issue Price)
			aggregating upto Rs. 42.61 crore, on preferential
			basis
November 22, 2023		2,00,000 fully paid equity shares of	Conversion of 2,00,000 warrants into equal
		face value of Rs. 10/- each	amount of fully paid-up equity shares of Rs. 10
			each, upon receipt of 75% of the issue price per
			warrant as “Warrant Exercise Price” from the
			warrant-holders (non-promoters), as per the terms
			of issue of Warrants
January 16, 2024		28,025 fully paid equity shares of	Conversion of 28,025 warrants into equal amount
		face value of Rs. 10/- each	of fully paid-up equity shares of Rs. 10 each, upon
			receipt of 75% of the issue price per warrant as
			“Warrant Exercise Price” from the warrant-holders
			(non-promoters), as per the terms of issue of
			Warrants
January 25, 2024		49,212 fully paid equity shares of	Conversion of 49,212 warrants into equal amount
		face value of Rs. 10/- each	of fully paid-up equity shares of Rs. 10 each, upon
			receipt of 75% of the issue price per warrant as
			“Warrant Exercise Price” from the warrant-holders
			(non-promoters), as per the terms of issue of
			Warrants
January 30, 2024		95,600 fully paid equity shares of	Conversion of 95,600 warrants into equal amount
		face value of Rs. 10/- each	of fully paid-up equity shares of Rs. 10 each, upon
			receipt of 75% of the issue price per warrant as
			“Warrant Exercise Price” from the warrant-holders
			(non-promoters), as per the terms of issue of
			Warrants
February 7, 2024	14,90,000 fully paid equity shares of			Allotment of fully paid-up equity shares at
	face value of Rs. 10/- each			Rs. 670/- each payable in cash, aggregating upto
				Rs. 99.83 crore, on preferential basis
February 12, 2024	16,496 fully paid equity shares of			Conversion of 16,496 warrants into equal amount
	face value of Rs. 10/- each			of fully paid-up equity shares of Rs. 10 each, upon
				receipt of 75% of the issue price per warrant as
				“Warrant Exercise Price” from the warrant-holders
				(non-promoters), as per the terms of issue of
				Warrants
February 24, 2024	6,844 fully paid equity shares of			Conversion of 6844 warrants into equal amount
	face value of Rs. 10/- each			of fully paid-up equity shares of Rs. 10 each, upon
				receipt of 75% of the issue price per warrant as
				“Warrant Exercise Price” from the warrant-holders
				(non-promoters), as per the terms of issue of
				Warrants
February 29, 2024	6,848 fully paid equity shares of			Conversion of 6848 warrants into equal amount
	face value of Rs. 10/- each			of fully paid-up equity shares of Rs. 10 each, upon
				receipt of 75% of the issue price per warrant as
				“Warrant Exercise Price” from the warrant-holders
				(non-promoters), as per the terms of issue of
				Warrants
May 17, 2024	12,93,024 fully paid equity shares of			Allotment of fully paid-up equity shares at
	face value of Rs. 10/- each			Rs. 955/- each payable in cash, aggregating upto
				Rs. 123.48 crore, on preferential basis
May 17, 2024	8,56,976 warrants, each convertible			Allotment of warrants, each convertible into,
	into, or exchangeable for, 1 (one)			or exchangeable for, 1 (one) fully paid-up equity
	fully paid-up equity share of face			share of your Company of face value of Rs. 10/-
	value of Rs. 10/- each (‘Warrants)			each (‘Warrants) at a price of Rs. 955/- each
				payable in cash (‘Warrants Issue Price)
				aggregating upto Rs. 81.84 crore, on preferential
				basis

Accordingly, the Paid-up Share Capital of the Company as on March 31, 2024 is Rs. 24,53,26,130/- divided into 2,45,32,613 Equity Shares of 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, 2024.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the nancial position of the Company between the end of the

nancial year and the date of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As of March 31, 2024, the Company has ve subsidiaries and one joint venture. 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 and joint venture 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 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 nancial statements of the subsidiaries and joint venture shall also be kept for inspection by any shareholders during working hours at your Companys registered of ce 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).

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint venture of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual 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 nancial year ended March 31, 2024 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 nancial 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 Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company 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 2023-24 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 Certi cate 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 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 nancial 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 nancial controls over nancial 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 nancial controls were adequate and effective during FY 2023-24.

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, 2024, 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, 2024 and of the pro t or loss of the Company for the year ended on that period;

c) The Directors have taken proper and suf cient 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 nancial 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, 2024, your Companys Board had seven members comprising of One Whole-time Director, One Executive Director, One 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 nancial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a signi cant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

Appointments/Re-appointments

Ms. Pooja Khakhi was appointed as Non-Executive Independent Director of the Company by the members through Postal Ballot on July 31, 2023 with effect May 30, 2023 for a period of ve years.

Ms. Bijal Parikh and Mr. Bhumit Patel were appointed as an Executive Directors of the Company by the members at 28th Annual General Meeting held on September 22, 2023 with effect August 14, 2023 for a period of ve years. Further, Mr. Bhumit Patel was appointed as a Wholetime Director of the Company by the members at an Extraordinary General Meeting held on January 23, 2024 with effect December 13, 2023 for a period of ve years.

Post March 31, 2024, Mr. Alpesh Patel has been appointed as an Additional Director (Executive) and Mr. Kalpesh Patel has been appointed as an Additional Director (Non-Executive) of the Company by the Board of Directors at its meeting held on August 10, 2024.

Further, Mr. Dilip Patel has been appointed as an Additional Director (Independent) of the Company with effect from August 10, 2024.

Cessation

Ms. Prolina Barada, Executive Director of the Company has tendered her resignation from the position of Director with effect from August 14, 2023. The Board noted and accepted her resignation at its meeting held on August 14, 2023 and the Board places on record its immense appreciation for her contribution during her tenure as an Executive Director of the Company. Mr. Paras Patel, Managing Director of the Company has tendered his resignation from the position of Managing Director with effect from September 16, 2023. The Board noted and accepted his resignation and the Board places on record its immense appreciation for his contribution during his tenure as Managing Director of the Company.

Mr. Jaladhi Shah, Non-Executive Independent Director of the Company has tendered his resignation from the position of Non-Executive Independent Director with effect from October 2, 2023. The Board noted and accepted his resignation and the Board places on record its immense appreciation for his contribution during his tenure as Independent Director of the Company.

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 Patel (DIN: 02011649), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

B. Key Managerial Personnel:
As of March 31, 2024, your Companys Board had three Key Managerial Personnel:
Bhumit Patel -	Wholetime Director
Dharmendra Soni -	Chief Financial Of cer
Mukesh Chaudhary -	Company Secretary

During the FY 2023-24 under review, Mr. Paras Patel, Managing Director resigned w.e.f. September 16, 2023. The Board placed

on record its appreciation for the valuable services rendered by Mr. Paras Patel.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company

appointed Mr. Bhumit Patel as a Wholetime Director w.e.f. December 13, 2023.

C. Independent Directors

The Companys Independent Directors have submitted requisite declarations con rming 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 quali cations 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 quali ed 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

Eleven 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 AND AUDITORS REPORT

Statutory Auditors

M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W) Ahmedabad are the Statutory Auditors of the Company for the year ended March 31, 2024. M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W) were appointed as the Statutory Auditors of the Company for a term of 5 ( ve) consecutive years at the Annual General Meeting held on September 28, 2020. They have con rmed their eligibility and quali cations required under the Act for holding of ce as Statutory Auditors of the Company.

The Notes on nancial 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 nancial statements forming part of this Annual Report.

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, 2024, 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), Appointed as an internal auditor of the Company from July 1, 2023 to March 31, 2024.

M/s. K. V. Patel & Co. has resigned as an internal auditor w.e.f. August 12, 2023, due to recommendation of related party into the Board of Directors of the Company.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the nancial year ended March 31, 2023.

The report of the Secretarial Auditor is given in Annexure-II. The Secretarial Audit Report does not contain any quali cation,

reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year ended March 31, 2024 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 Mr. Anand Lavingia Practicing Company Secretary has been submitted to the Stock Exchanges 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 ef cient

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 ef cient 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 ef cient 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 certi ed energy ef cient ones. iii) Capital investment on energy conservation equipments:

No signi cant 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 nancial 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 ows was NIL, whereas the foreign exchange

in terms of actual out ows was NIL.

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 III.

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 Of ce 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 2022-23.

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 IV to this Report.

Internal Financial Controls

Based on the framework of internal nancial 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 nancial controls were adequate and effective during the nancial year 2023-24.

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 Of cer 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 & 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 bene t 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 bene t 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 speci ed 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 signi cant 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 in uence 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 : August 10, 2024	Vishnukumar Patel	Bijal Parikh
Place : Ahmedabad	Chairman	Director
	DIN 02011649	DIN 07027983