Prevest Denpro Ltd Directors Report

To,

The Members of Prevest Denpro Limited

Your Directors are pleased to present their 26th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL AND OPERATIONAL PERFORMANCE

Particulars	Standalone
	Year ended March 31, 2024	Year ended March 31, 2024
Total Income (Revenue)	6717.76	5930.14
Less: Expenses	4290.49	3788.69
Profit/(Loss) before taxation	2427.27	2141.46
Less: Tax Expense	607.14	529.09
Profit/(Loss)after tax	1820.13	1612.37

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

During FY 2024-25, the Company has earned a profit before tax of Rs. 2427.27 Lakh and an after-tax profit of Rs. 1820.13 Lakh, as against a profit before tax of Rs. 2141.46 Lakh and an after-tax profit of Rs.1612.37 Lakh during FY 2023-24. The Company continues to focus on strengthening its operational framework and establishing a solid foundation for future growth. Your directors remain confident in the Companys long-term prospects and are optimistic about continued improvement in performance in the years ahead

DIVIDEND

The Board of Directors, after reviewing the Companys performance for the financial year 2024-25, has recommended a dividend of Rs 1 (one) per equity share. This reflects the Companys ongoing efforts to enhance shareholder value and share the benefits of its performance with all stakeholders. The proposed dividend is subject to approval of the members at the ensuing Annual General Meeting. In accordance with applicable provisions of the Income-tax Act, 1961, tax will be deducted at source from the dividend amount payable to the Members

TRANSFER TO RESERVES

During the year under review, no amount is proposed to be transferred to the General Reserve of the Company.

SHARE CAPITAL

The paid-up share capital of the Company as on March 31, 2025, was Rs. 12,00,30,000, comprising 1,20,03,000 equity shares of Rs. 10 each, fully paid-up. During the year under review, the Company has not issued any additional shares. The Company has also not issued any shares with differential voting rights or sweat equity shares during the year, and accordingly, no disclosures are required under Rule 8(13) of the Companies (Share Capital and Debentures) Rules,

2014. Further, there are no shares held by trustees for the benefit of employees; hence, the provisions of Rule 16(4) of the said Rules are not applicable.

LISTING

The Companys equity shares continue to remain listed on the SME Platform of BSE Limited under Scrip Code 543363. The Company has duly paid the annual listing feesfor the financial year 2024-25.

The Company has been listed on the SME Platform for the requisite minimum period and has satisfied the financial performance thresholds, compliance requirements, and other eligibility norms stipulated for migration to Main Board of BSE Limited. Accordingly, a proposal has been placed in ensuing Annual General Meeting for the approval of the Members for migration of the Company from SME Platform to Main Board of BSE Limited.

The Board is of the considered opinion that the proposed migration will be a significant step forward in the Companys growth journey as it is expected to enhance the visibility and brand value of the Company in the capital markets, provide access to a wider and

more diverse investor base including institutional investors, improve liquidity in the Companys shares, and strengthen its overall corporate image and market credibility.

There are no instances of non-compliance with the listing obligations, and the Company has complied with all applicable rules, regulations, and guidelines issued by BSE and SEBI during the year arrears.

PUBLIC DEPOSITS

The Company has not accepted any deposit falling under Chapter V of the Companies Act, 2013 ("The Act") during the year under review. There were no such deposits outstanding at the beginning and end of the FY 2024-25.

SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2025, the Company has two wholly

owned subsidiaries viz

Denvisio Biomed Limited and Axiodent Inc.

During the year under review, the Company has made an investment on February 01, 2025 in Axiodent Inc., a company incorporated under the laws of the State of Delaware, USA by subscribing 4,000 shares, making Axiodent Inc. a 100% subsidiary of Prevest Denpro Limited.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Audited Consolidated Financial Statements of the Company form part of the Annual Report for the financial year 2024-25.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries, associates, and joint ventures, in the prescribed format Form AOC-1, is annexed to this Report as "Annexure A".

In accordance with Section 136 of the Act, the financial statements of the subsidiaries are also made

available on the Companys website at www.prevestdenpro.com, under the Investors section.

AUDITORS & AUDITORS REPORT STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

M/s. Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W), were appointed as the Statutory Auditors of the Company at the 22nd Annual General Meeting, to hold office for a term of five consecutive years, until the conclusion of the 27th Annual General Meeting, to be held for the financial year ending March 31, 2026.

The Auditors Report on the financial statements for the financial year ended March 31, 2025, does not contain any qualification, reservation, or adverse remark. The Notes regarding the financial statements, as referred to in the Auditors Report, are self-explanatory and do not require any further explanation from the Board.

Further, pursuant to Section 143 of the Companies Act, 2013, read with the Companies (Audit and Auditors)

Rules, 2014, as amended, the Statutory Auditors have not reported any instance of fraud committed by the Companys officers or employees during the year under review.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed NKM & Associates, a Company Secretary, to carry out the Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Audit Report issued by the Secretarial Auditor is annexed to the Report as "Annexure B". The Report does not contain any qualifications, reservations, or adverse remarks.

Further, A certificate has been issued by M/s. NKM & Associates., Company Secretaries in practice, confirming that none of the Directors of the Company have been

debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed as "Annexure C" to this Report.

INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, the Company has appointed M/s VNB and Company, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-25.

The Internal Auditors periodically review the adequacy of internal control systems and the efficiency of business processes, and their findings and recommendations are reviewed by the Audit Committee from time to time for implementation and continuous improvement.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has appointed PAN & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2024-25 to carry out the audit of the cost records maintained by the Company. The Company

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees, and investments made by the Company during the financial year, as required under the provisions of Section 186 of the Companies Act, 2013, are disclosed in the notes to the financial statements, which form an integral part of this Annual Report.

Further, pursuant to Paragraph A(2) of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of loans and advances given to subsidiaries have also been provided in the notes to the financial statements forming part of the Annual Report

PARTICULARS OF REMUNERATION OF DIRECTORS AND CERTAIN SPECIFIED EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Companies (Particulars of Employees) Rules, 1975, are annexed to this Report as "Annexure D and Annexure E".

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

Details required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 are as under: Conservation of Energy: As a manufacturer of dental materials and oral care products, our operations are not energy-intensive by nature. However, the Company continues to focus on responsible energy use. Efforts are made to ensure electricity is used efficiently by installing energy-saving devices and maintaining equipment regularly to avoid unnecessary consumption.

We have also adopted LED lighting, power-efficient systems, and automated machinery that consume less power while delivering consistent performance. While these measures dont have a major financial impact due to our industry profile, they reflect our ongoing commitment to energy-conscious practice

Technology Absorption: We believe that technology and quality go hand in hand, especially in the dental care industry where precision and safety are paramount. Over the past year, we have continued to invest in improving our production capabilities by using modern machinery and precision tools. Our production floors are equipped with advanced quality control equipment, and we have a dedicated team that oversees strict compliance with manufacturing standards. The focus remains on delivering products that meet both domestic and international expectations. We also keep an eye on global advancements and are prepared to upgrade our infrastructure as and we continue offering reliable,

high-quality dental solutions to our customer

• Foreign Exchange Earned: Rs 35.87 Lakhs (F.Y. 24-25)

• Foreign Exchange Used: Rs 130.23 Lakhs (F.Y. 24-25)

RESEARCH AND DEVELOPMENT

The Company has a fully functional Research and Development Centre at its manufacturing unit, which continues to play an important role in supporting our efforts to develop and improve dental materials and oral care products.

During the year, the R&D team focused on improving product stability, exploring new formulations, and aligning our products with changing industry requirements, especially in terms of safety, performance, and regulatory standards.

The Centre is equipped with the necessary tools and facilities required for lab-scale development, testing, and product evaluation.

CORPORATE GOVERNANCE:

As a Small and Medium-sized Enterprise (SME) listed on the SME exchange of BSE Limited, the Company is exempt from complying with certain corporate governance provisions. Specifically, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, compliance with corporate governance requirements specified in Regulations 17 to 27, clauses (b) to

(i) of sub-regulation 2 of Regulation 46, and Para C,

D, and E of Schedule V is not mandatory. Therefore, corporate governance does not form part of this Boards Report

However, Company is committed to adhering to good corporate governance practices. We are working diligently to ensure that our governance practices align with the highest standards and contribute to the overall integrity and transparency of the organization.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms an integral part of the Annual Report for the financial year ended March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Sai Kalyan Surapaneni, DIN: 07330470, is liable to retire by rotation at the ensuing 26 th Annual General Meeting and, being eligible, offers himself for re-appointment. Brief profile of the Director seeking appointment/re-appointment have been provided in the annexure to the Notice of the AGM.

The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

As on March 31, 2025, the Board of Directors of the Company comprised of eight Directors, viz., four Executive Directors, one Non-Executive Director and three Independent Directors.

There was no change in Key Managerial Personnel during the Financial Year ending March 31, 2025.

The composition of the Board and KMP along with the number of other Directorships/Committee positions held as on March 31, 2025, by the Directors is as follows:

Sl. Name of the No. Director	Category	Number of other Directorships held in other public/Listed companies	Number of Committee membership held in other public companies (limited to only Audit and Stakeholders Relationship Committees)	% of Equity Shares held in the Company(%)
			As Chairperson	As Member
1 Mr. Atul Modi	Chairman, Managing Director	1	Nil	Nil	37.52%
2 Mrs. Namrata Modi	Whole Time Director, CFO	1	Nil	Nil	36.03%
2 Dr. Sai Kalyan Surapaneni	Director Research	1	Nil	Nil	0.00083%
4 Mr. Vaibhav Munjal	Director and CMO	1	Nil	Nil	Nil
5 Mrs. Niharika Modi	Non-Executive Director	Nil	Nil	Nil	0.03%
6 CA Pardeep Gandotra	Non-Executive Independent Director	Nil	Nil	Nil	Nil
7 Dr. Nikhil Shrikant	Non-Executive Independent Director	Nil	Nil	Nil	Nil
8 Dr. Sudeep Haralakatte Murthy	Non-Executive Independent Director	Nil	Nil	Nil	Nil
9 Mr. Aman Sadhotra	Company Secretary and Compliance Officer	Nil	Nil	Nil	Nil

NUMBER OF MEETINGS BOARD OF DIRECTORS

During the Financial Year 2024-25, four meetings of the Board were held on the following dates:

May 28, 2024; August 8, 2024; November 11, 2024; and February 1, 2025.

The gap between any two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.

Attendance of Directors at the Board Meetings held during the financial year 2024-25:

Name of the Director	Board Meetings entitled to attend	Board Meetings attended
Mr. Atul Modi	4	4
Mrs. Namrata Modi	4	4
Dr. Sai Kalyan Surapaneni	4	4
Mr. Vaibhav Munjal	4	4
Mrs. Niharika Modi	4	4
CA Pardeep Gandotra	4	4
Dr. Nikhil Shrikant Bobade	4	4
Dr. Sudeep Haralakatte Murthy	4	4

The Board Meetings are prescheduled, and adequate notice is given to the Board members. Board Meetings are generally held at the registered office of the Company either through video conference or through physical presence.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and are independent of management.

During the financial year 2024-25, one (1) meeting of the Independent Directors was held on February 06, 2025, inter-alia, to review the following:

(i) Review performance of non-independent directors and the Board of Directors as a whole.

(ii) Review performance of the Chairperson of the Company.

(iii) Assess the quality, quantity, and timeliness of the flow of information between the management of the Company and the Board of Directors that is necessary for the Board to perform their duties effectively and reasonably.

The meeting was attended by all the Independent Directors. The familiarization program and other disclosures as specified under Listing Regulations is available on the Companys website www.prevestdenpro.com

BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as evaluation of the working of the Board and its Committees, culture,

execution and performance of specific duties, obligations, and governance.

The performance evaluation of the Independent Directors has been completed. The Independent Directors conducted the performance evaluation of the Chairman and the Non-independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

PERFORMANCE EVALUATION CRITERIA FOR THE INDEPENDENT DIRECTORS

The indicative criteria for valuation of performance of the Independent Director that are provided in the in terms of appointment are as under:

(i) Attendance and contribution at Board and Committee meetings.

(ii) Appropriate mix of expertise, skills, behavior, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align companys value and standards.

(iii) Knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk

(iv) Management, assessment and mitigation, business operations, processes and corporate governance.

(v) Ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.

(vi) Effective decision-making ability.

(vii) Ability to open channels of communication with executive management and other colleagues on Board to maintain high standards of integrity and probity.

(viii) His/her global presence, rational, physical, and mental fitness, broader thinking, vision on corporate social Responsibility etc.

(ix) His/her ability to monitor the performance of management and satisfy himself/herself with integrity of the financial

(x) Controls and systems in place by ensuring the right level of contact with external stakeholders.

(xi) His/her contribution to enhance overall brand image of the Company.

CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Companys website www.prevestdenpro.com

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management and lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity. The said Policy is available on the Companys website www.prevestdenpro.com

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee. The said Policy is available on the Companys website www.prevestdenpro.com

COMMITTEES OF THE BOARD AUDIT COMMITTEE

Composition of the Committee and Meetings held and attended by each member:

Name of the Director	Category		Meetings
			Held	Attended
Dr. Sudeep Haralakatte Murthy	Independent Director	Chairperson	4	4
Dr. Nikhil Shrikant Bobade	Independent Director	Member	4	3
Mrs. Namrata Modi	Executive Director	Member	4	4

Terms of Reference

The Audit Committee has interalia the following

mandate:

1. Oversight of the Companys financial reporting process, examination of the financial statement and the auditors report thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible.

2. Recommendation for appointments, re-appointment and replacement, remuneration and terms of appointment of auditors, including the internal auditor, cost auditor and statutory auditor, of the Company and the fixation of audit fee.

3. Approval of payments to statutory auditors for any other services rendered by the Statutory Auditors of the Company.

4. Reviewing, with the management, the Annual Financial Statements and Auditors Report the resubmission to the Board for approval, with reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause? of sub-section3 of section 134 of the Companies Act.

ii. Changes, if any, in accounting policies and practices and reasons for the same.

iii. Major accounting entries involve estimates based on the exercise of judgment by the management of the Company.

iv. Significant adjustments made in the financial statements arising out of audit findings.

v. Compliance with listing and other legal requirements pertaining to financial statements

vi. Disclosure of any related-party transactions; and

vii. Qualifications/modified opinions in the draft audit report.

5. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval.

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice, and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter

7. Reviewing and monitoring the auditors independence and performance, as well as the effectiveness of the audit process.

8. Formulating a policy on related-party transactions, which shall include the materiality of related-party transactions.

9. Approval or any subsequent modification of transactions of the Company with related parties, and omnibus approval for related-party transactions proposed to be entered into by the Company, subject to prescribed conditions.

10. Reviewing, at least on a quarterly basis, the details of related-party transactions entered by the Company pursuant to each of the omnibus approvals given.

11. Scrutiny of inter-corporate loans and investments.

12. Valuation of the undertakings or assets of the company, wherever necessary.

13. Evaluation of internal financial controls and risk management systems.

14. Reviewing, with the management, the performance of statutory and internal auditors, as well as the adequacy of the internal control systems.

15. Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official heading the department, reporting

structure, coverage, and frequency of internal audit.

16. Discussion with internal auditors on any significant findings and follow-up thereon.

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a material failure of internal control systems and reporting the matter to the Board.

18. Discussion with statutory auditors before the audit commences regarding the nature and scope of the audit, as well as post-audit discussions to ascertain any areas of concern.

19. Investigating the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends), and creditors.

20. Recommending to the Board of Directors the appointment and removal of the external auditor, fixation of audit fees, and approval for payment for any other services.

21. Reviewing the functioning of the whistle blower mechanism.

22. Approval of the appointment of the Chief Financial Officer of the Company ("CFO") (i.e., the whole-time finance director or any other person heading the finance function or discharging that function), after assessing the qualifications, experience, background, etc., of the candidate.

23. Carrying out any other functions as provided under the Companies Act, the SEBI Listing Regulations, and other applicable laws.

24. Formulating, reviewing, and making recommendations to the Board to amend the Audit Committee charter from time to time.

25. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances.

26. Carrying out any other function mentioned in the terms of reference of the Audit Committee.

27. Performing any roles as prescribed under the Companies Act and SEBI Listing Regulations.

NOMINATION AND REMUNERATION COMMITTEE

Composition of the Committee and Meetings attended by each member:

Name of the Director	Category		Meetings
			Held	Attended
Dr. Nikhil Shrikant Bobade	Independent Director	Chairperson	1	1
Mrs. Niharika Modi	Director	Member	1	1
Dr. Sudeep Haralakatte Murthy	Independent Director	Member	1	1

Terms of Reference

The Nomination and Remuneration Committee has

the following mandate:

1. Formulating the criteria for determining qualifications, positive attributes, and independence of a director and recommending to the Board a policy related to the remuneration of directors, key managerial personnel, and other employees.

2. Formulating criteria for the evaluation of the performance of Independent Directors and the Board.

3. Devising a policy on Board diversity.

4. Identifying individuals qualified to become directors of the Company and who may be appointed in senior management positions in accordance with the laid-down criteria and recommending their appointment and removal to the Board. The Company shall disclose the remuneration policy and evaluation criteria in its annual report.

5. Analyzing, monitoring, and reviewing various human resources and compensation matters.

6. Determining the Companys policy on specific remuneration packages for executive directors, including pension rights and any compensation payment, and determining the remuneration packages of such directors.

7. Recommending the remuneration, in any form, payable to senior management personnel and other staff (as deemed necessary).

8. Determining whether to extend or continue the term of appointment of independent directors,

based on the performance evaluation of independent directors.

9. Performing other activities delegated by the Board and/or statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

10. Fulfilling such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.

STAKEHOLDER RELATIONSHIP COMMITTEE

Name of the Director	Category		Meetings
			Held	Attended
Mr. Atul Modi	Managing Director	Chairperson	1	1
Mrs. Namrata Modi	Executive Director	Member	1	1
Dr. Nikhil Shrikant Bobade	Independent Director	Member	1	1

Terms of Reference

The Stakeholders Relationship Committee is primarily responsible for the following:

1. Considering and resolving the grievances of security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual reports, dividend payments, and dematerialization requests.

2. Reviewing measures taken for effective exercise of voting rights by shareholders.

3. Monitoring the adequacy of services provided by the Registrar & Share Transfer Agent.

4. Reviewing the status of complaints received from shareholders and the redressal thereof.

5. Reviewing any investor correspondence or queries received and ensuring timely responses and resolutions.

6. Carrying out any other function as prescribed under the Companies Act, 2013, SEBI Listing Regulations, or as may be delegated by the Board from time to time.

During the financial year 2024-25, the Committee met once to review and resolve shareholder grievances and queries. All members of the Committee were present during the meeting. Mr. Aman Sadhotra, Company Secretary is the Compliance Officer of the Company

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Your Company believes that Corporate Social Responsibility (CSR) is an integral part of its business. It seeks to operate its business in a sustainable manner that benefits society at large and aligns with the interests of its stakeholders. In accordance with section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors has constituted a CSR Committee.

The CSR Committee has developed a CSR Policy, which has been uploaded to the companys website at www.prevestdenpro.com .

Name of the Director	Category		Meetings
			Held	Attended
Mr. Atul Modi	Managing Director	Chairperson	1	1
Mrs. Niharika Modi	Executive Director	Member	1	1
Dr. Nikhil Shrikant Bobade	Independent Director	Member	1	1

Terms of Reference

The Corporate Social Responsibility Committee has

the following mandate:

1. To formulate and recommend to the board a corporate social responsibility policy that specifies the activities to be undertaken by the company in accordance with Schedule VII of the Companies Act and the rules made there under. The committee may also suggest revisions to the policy as decided by the board.

. 2. To identify partners and programs for corporate social responsibility initiatives.

3. To recommend the amount of expenditure to be allocated for corporate social responsibility activities and to distribute the funds among various programs undertaken by the company.

4. To delegate responsibilities to the corporate social responsibility team and oversee the proper execution of all delegated tasks.

5. To review and monitor the implementation of corporate social responsibility programs, providing

necessary directions for their proper execution and timely completion.

6. To perform any other duties and functions as requirec by the board to promote the companys corporate social responsibility activities, and to exercise any additional powers conferred upon the CSR Committee under the provisions of Section 135 of the Companies Act.

The annual report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under review is enclosed as "Annexure F" to this Report.

GENERAL MEETINGS

The Annual General Meeting of the Company was held at its registered office through VC for the Financial Year 2024-25.

Financial Year	Nature of Meeting	Time (IST)	Date
2024-25	AGM	12.30 PM	06-09-2024

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent (RTA) to handle all investor-related services, including share transfer, dematerialization, rematerialization, and other related activities.

RTA Contact Details:

Bigshare Services Private Limited Bharat Tin Works Building, 1st Floor,

Opp. Vasant Oasis, Makwana Road,

Marol, Andheri (East),

Mumbai - 400059, Maharashtra, India Telephone: +91-22-62638200 Email ID: jibu@bigshareonline.com

CODES AND POLICIES

All statutory codes and policies as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been

duly adopted by the Company.

These include, among others:

• Code of Conduct for Directors and Senior Management

• Code of Fair Disclosure

• Insider Trading Policy

• Related Party Transaction Policy

• Nomination and Remuneration Policy

• Whistle-Blower Policy

• CSR Policy

• Risk Management Policy

• Archival and Document Preservation Policy

The above-mentioned policies are available on the Companys website and can be accessed at: www.prevestdenpro.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT AND MATERNITY BENEFIT ACT

A. Sexual Harassment of Women at Workplace In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Companies (Accounts) Second Amendment Rules, 2025, the Company has implemented a comprehensive Prevention of Sexual Harassment (POSH) Policy.

An Internal Complaints Committee (ICC) is duly constituted at the corporate level to deal with complaints related to sexual harassment at the workplace. The policy covers all categories of employees, including permanent, temporary, contractual, interns, and trainees.

During the financial year ended March 31, 2025, the following is disclosed in accordance with the amended rules:

Particulars	Number
Complaints received during the financial year	0
Complaints disposed of during the year	0
Complaints pending beyond 90 days	0
Total complaints pending as on March 31, 2025	0

The Company has also conducted awareness programs and training for employees and ICC members during the year. The ICC functions independently and ensures a safe, respectful, and inclusive workplace environment.

B. Compliance with the Maternity Benefit Act,

1961

In accordance with Rule 8A of the Companies (Accounts) Rules, 2014 (inserted via the Companies (Accounts) Second Amendment Rules, 2025), the Company hereby confirms that it has complied with the provisions of the Maternity Benefit Act, 1961.

The Company remains committed to providing a safe, equitable, and inclusive workplace for all its employees.

BOARD POLICIES:

In addition to above, the Board has also adopted below mentioned policies:

(a) Policy for Determination of Materiality

(b) Policy on Materiality of Related Party Transactions All above named policies and codes are available on our website www.prevestdenpro.com

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has an effective internal control and risk- mitigation system that is continuously assessed and strengthened through the implementation of new or revised standard operating procedures. The internal control system of the company is aligned with its size, scale, and complexity of operations.

The primary focus of the internal audit is to test and review controls, assess risks, evaluate business processes, and compare controls with industry best practices. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and provides recommendations for improvements. The company utilizes a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee, along with the Statutory Auditors and Business Heads, is regularly briefed on the findings of the internal audit and the corrective actions taken. The audit function plays a vital role in providing assurance to the Board of Directors.

Noteworthy audit observations and the corresponding corrective actions implemented by the management are presented to the Audit Committee.

To maintain objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

RELATED PARTY TRANSACTIONS AND POLICY

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arms length basis. The particulars of related party transaction at arms length basis are disclosed in Board report and marked as "Annexure G".

TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (the IEPF Rules), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently, a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

ENVIRONMENT AND SAFETY

Your company is dedicated to ensuring a strong Safety, Health, and Environmental (SHE) performance in relation to its activities, products, and services. It takes consistent measures to develop safer process technologies and unit operations, investing significantly in areas such as process automation to enhance safety and reduce the potential for human error.

Additionally, the company emphasizes the importance of training in process and behavior-based safety, as well as adopting production processes that are both safe and environmentally friendly. The company maintains a continuous focus on improving its management system to enhance safety and environmental practices. Furthermore, your company is committed to continuously taking further steps to provide a safe and healthy environment. This commitment reflects the ongoing dedication to ensuring the well-being of employees, stakeholders, and the community at large.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY:

There were no significant changes or commitments affecting the Companys financial position from the end of the financial year to the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

NON-DISQUALIFICATION OF DIRECTORS

None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies.

SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for Financial Year 2024-25 prepared in accordance with Section 92(1) of the Act has been placed on the website and is available at www.prevestdenpro.com .

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that.

i. In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to departures, if any.

ii. Appropriate accounting policies have been selected and applied consistently and such judgments and

iii. Estimates have been made that are reasonable and prudent in order to provide a true and fair view of the state of affairs of the Company as of March 31, 2025, and the profit of the Company for the year ended on that date.

iv. Furthermore, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act to safeguard the assets of the Company and to prevent and detect fraud and other irregularities the annual accounts have been prepared on a "going concern" basis.

v. Proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively.

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

RESIDUAL DISCLOSURES

1. During the year under review no application was made and no proceedings were pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) .

2. During the year under review there was no One Time settlement with any bank or Financial Institution.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors extend their heartfelt gratitude for the

support and cooperation received from Banks, Government Authorities, Shareholders, Suppliers, and Customers. They also acknowledge and express their appreciation for the contributions made by the employees at all levels, which have played a crucial role in achieving the Companys goals.

Your Directors also highly value and appreciate the dedication and commitment of every

Member of the Prevest family.