Prerna Infrabuild Ltd Directors Report

To,

The members of

PRERNA INFRABUILD LIMITED

Dear Members,

Your directors have pleasure in presenting the 36^thDirectors Report of your Company together with the Audited Statement for the financial year ended, 31st March, 2024.

The summary of operating results for the year ended 31st March, 2024 is given below:

FINANCIAL HIGHLIGHTS

(Rupee in Lakh)

Particulars	Current Year	Previous Year
Sales	2382.36	1786.35
Other Income	234.80	42.62
Total Income	2617.16	1828.97
Depreciation	22.56	29.42
Tax
Current Tax	166.75	215
Deferred Tax	(0.44)	(1.40)
Profit/(Loss) after Tax	521.21	988.66
Earnings per share (Rs.): Basic	1.44	8.21
Earnings per share (Rs.): Diluted	1.44	8.21

1. STATE OF COMPANYS AFFAIRS

Income from operations during the financial year ended 31st March 2024 was at Rs.2382.36 Lakhs as against Rs1786.35 Lakhs representing andincreasesby 33% over the previous year. Profit after Tax for the year under review amounted to Rs. 521.21 Lakhs as against Rs. 988.66 Lakhs.

2. CHANGE IN THE NATURE OF BUSINESS

Your Company continues to operate in the same business segment as that of previous year and there is no change in the nature of the business.

3. DIVIDEND

To conserve resources of the Company and in view inadequate profits, the directors do not recommend any Dividend for the year ended 31.03.2024.

4. TRANSFER TO RESERVES

The Board of Directors proposed to carry nil amount to General Reserve Account

5. MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of this report and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, significant changes in key financial ratios etc. in Annexure-A.

6. CHANGES IN SHARE CAPITAL

Authorized Share Capital

There has been change in Authorized Share Capital of Company.

Issued, Subscribed and Paid-Up Share Capital

There has been Change in Issued, Subscribed and Paid-Up Share Capital of Company.

CAPITAL STRUCTURE Authorized Share Capital the Authorized Share Capital of the Company as on March 31, 2024 was Rs. 380000000 into 38000000 Equity Shares of Re.10 each. Paid-up Share Capital and Allotments As on March 31, 2024, the Issued and Paid-up Share Capital of the Company stood at Rs. 361275300/- divided into 36127530 fully paid up equity shares of face value of Re. 10/- per share.

Right Issue During the year under review, pursuant to member’s approval, stock exchanges and other statutory approvals, the Company has issued certain equity shares on Right basis to its existing shareholders.

Particulars	Issue of Securities on Right basis to raise funds below Rs. 50 Cr
Date of Board Approval	15/12/2022
Date of members approval	09/01/2023
Issue Size	Rs.48,17,00,400
No. of Shares to be issued	2,40,85,020
Rights Entitlement Ratio	1:2
Issue Price (Including Securities Premium of Rs. 10.0per share)	20
Issue opened and closed	Issue opened on 2nd May 2023 and closes on 18th May 2023.
Listing of Fully paid up equity shares 2, 40, 85, 020. Exchange Approval letter dated 06.06.2023	06/06/2023
Allotment of shares	08/06/2023

7. DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES.

The Company has two Associate Firm Viz. M/S PrernaInfrabuild andPrerna Solitaire Infra Llpas on 31st March, 2024. There are no subsidiary companies or joint venture companies within the meaning of Section 2(87) of the Companies Act, 2013 (“Act”) AND AOC 1 AS PER ANNEXURE F

8. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, which have occurred between the end of the financial year of the Company and the date of the report, which has affected the financial position of the Company.

9. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The information of meetings of the Board of Directors and Committees as held during the financial year 2023-24 is provided under clause 2 (b) of the Corporate Governance Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 31stMarch, 2024 and of the profits of the Company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operation efficiently.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on 5th February 2024, discussed inter-alia,

a. Evaluation of performance of Non-Independent Director and the Board of Directors of the

Company as a whole.

b. Evaluation of performance of the Chairman of the Company, taking into views of executive and

Non-Executive Directors.

c. Evolution of the quality, content and timelines of flow of information between the management

and the board that is necessary for the board to effectively and reasonably perform its duties.

12. DIRECTORS & KEY MANAGERIAL PERSONAL

Shri Nalini Vijaybhai Shah (DIN: 00119538)retires by rotation under Section152 of the Companies Act, 2013 and being eligible, offers herself for re-appointment.

Resignation: Mr. Mahendra Gosalia has resigned as Non-executive-independent director on 21^st August 2024 and Mr. Kiran Shah has resigned as Non-executive-independent director on 21^st August 2024.

Appointment: Mr. Surendrasinh Ratansinh Bihola (DIN-10741727) as a non-executive independent director till the ensuing AGM and Mr. Vishalkumar Vallabhabhai Mekhiya (DIN- 10741822) till the ensuing AGM and Proposed Resolution for reappointmentto Members at the 36^th Annual General Meeting.

13. CORPORATE GOVERNANCE

The Company is committed to maintain and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance along with requisite certificate from M/s. GKV&associates, Practicing Company Secretary, Ahmedabad, is annexed as an Annexure- E to this Report.

14. PERFORMANCE EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. The detailed information in this regard has been given in the Corporate Governance Report.

15. LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year 2023-24.

16. DEPOSITS

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as at the Balance Sheet date.

17. RISK MANAGEMENT

The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Corporate Social Responsibility (“CSR”) Committee hasbeen constituted in accordance with Section 135 of theCompanies Act. The details required under the Companies(Corporate Social Responsibility Policy) Rules, 2014, as amended, with respect to the CSR Committee and an AnnualReport on CSR activities undertaken during the financialyear ended March 31, 2024 are appended as Annexure Gto this Report. The CSR Policy is available on the websiteof the Company at www.prernagroup.com . The Company has not participated in any direct or indirect political contributions and/ or charitable contributions/sponsorships.

19. STATUTORY AUDITORS AND AUDITORS REPORT

M/S Philip Fernandes& Co, Chartered Accountants (Firm Registration No: 128122W) the statutory auditors of the Company, will hold office till the conclusion of the thirty-fifth Annual General Meeting of the Company. The Board has recommended to appoint of M/S Philip Fernandes& Co, Chartered Accountants as the statutory auditors of the Company, for a term of one year, from the conclusion of the thirty-fifth Annual General Meeting scheduled to be held in the year 2024 till the conclusion of the thirty-sixth Annual General Meeting to be held in the year 2025, for approval of shareholders of the Company, based on the recommendation of the Audit Committee

Statutory Auditors were paid Rs. 50,000 as Audit Fees during the year under review. The statutory auditors report is annexed to this annual report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

20. SECRETARIAL AUDITOR

M/s GKV & ASSOCIATES, Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company for the financial year 2023-24 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31st, 2024 is annexed herewith marked as Annexure D to this Report. The Secretarial Audit Report contains an adverse remark which is dealt with as under:

Sr. No.	Remarks	Explanation
1.	INVESTOR COMPLAINT	REGARDING RIGHTS SHARES ARE NOT CREDITED IN ACCOUNT SEBI CLOSED COMPLAINT AFTER RESOLUTION SUBMITTED BY COMPANY.

21. COMMITTEES OF THE BOARD

Currently the Board has Four Committees:

a. Audit Committee,

b. Stakeholders’ Relationship Committee,

c. Nomination & Remuneration committee.

d. Corporate Social Responsibility committee.

A detailed note on the Board and its committees, composition and compliances, as per the applicable provisions of the Act and Rules is provided under the Corporate Governance Report.

22. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEESGIVEN AND SECURITIES PROVIDED

There were no additional investments made in PrernaInfrabuild and PRERNA SOLITAIRE INFRA LLPduring the financial year ended 31st March 2024.

24. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as to this Report and also available on www.prernagroup.com.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure B.

26. INSURANCE

All the insurable interest of the Company, including Inventories, Buildings, Machinery etc., is adequately insured.

27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions done by the Company during the financial year were at arm’s length and in ordinary course of business. All related party transactions were reviewed and approved by the Audit Committee. During the financial year 2023-24, your Company has not entered into any material related party transaction as per the SEBI Listing Regulations with any of its related parties. Disclosures pursuant to the Accounting Standards on related party transactions have been made in the notes to the Financial Statements. As there were related party transactions which were in the ordinary course of the business or not on arm’s length basis and also since there was material related party transaction as stated above, disclosure under Section 134(3) (h) in Form AOC-2 of the Companies Act, 2013isapplicable.

29. DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

28. FAMILIARIZATION PROGRAMME

Since all independent directors are associated with the Company for more than 5 (years), the company has not conducted familiarization program for independent directors.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation Of the Companys Code of Conduct or policy.

30. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, senior Management and their Remuneration including criteria for determining qualifications, positive attributes, Independence of a director. The details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report. The said policy has also been uploaded on the Company’s website www.prernagroup.com.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

A. Conservation of Energy

Since the Company does not carry out any manufacturing activity, the particulars regarding conservationof energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable.

B. Technology Absorption

There is no research and development activity carried out by the Company.

32. FOREIGN EXCHANGE EARNINGS AND OUT GO

There were no foreign exchange earnings and outgo during the year under review.

33. EQUITY CAPITAL

a) BUY BACK OF SECURITIES

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

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

SHARES IN SUSPENSE ACCOUNT

• Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year: NIL

• Number of shareholders who approached issuer for transfer of shares from Suspense Account during the year: Not Applicable

• Number of shareholders to whom shares were transferred from Suspense Account during the year: Not Applicable

• Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year: NIL

• That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

• Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the beginning of the year: NIL

• Number of shareholders who approached issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

• Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

• Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the end of the year: NIL

34. INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

35. INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter information technology controls. Internal audits of the Company are regularly carried out to review the internal control systems. The Audit Reports of Internal Auditor along with their recommendations and implementation contained therein are regularly reviewed by the Audit Committee of the Board. Internal Auditor has verified the key internal financial control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. It was placed before the Audit Committee of the Company.

36. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the Regulators or courts or Tribunals impacting the going concern Status and Company’s operation in future.

37. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for Sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint has been received on sexual harassment during the financial year 2023-2024. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment.

38. DETAILS OF FRAUDS REPORTED BY THE AUDITORS

During the year under review, neither the Statutory Auditor nor the secretarial auditor have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

39. HUMAN RESOURCE

Your Company recognizes its employees as most valuable resource and ensures strategic alignment of Human Resource Initiatives and practices to business priorities and objectives. Its constant endeavour is to invest in Human Talent and Talent Management Processes to improve capabilities and potentials of human capital of the organization to cope with challenging business environment, varying needs of the customers and bring about customers delight by focusing on the Customers’ needs. Attracting, developing and retaining the right talent and keeping them motivated will continue to be a key strategic initiative and the organization continues to be focused on building up the capabilities of its people to cater to the business needs. Given growth plans of the Company, an important strategic focus is to continue to not only nurture its human capital, but also proactively focus on preparing all employees for the challenges of the future.

The Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of quality, productivity, efficiency and customer delight. The Company always believes in maintaining mutually beneficial, healthy and smooth industrial relations with the employees and the Unions which is an essential foundation for the success of any organisation. The proactive initiatives combined with fair Wage Settlements at Manufacturing Plants have ensured healthier and more transparent Industrial Relations based on foundation of mutual trust and co-operation.

40. ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company’s growth. Your company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

Date: 21/08/2024	for, and on behalf of the Board
Place: Ahmedabad	SD/- Vijay C Shah Chairman and Managing Director DIN: 00038062