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Priti International Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors presents the Companyâs Eighth (8th) Board Report, together with the Audited Financial Statements for the financial year ended March 31,2025 (âFY 2025â).

1. Financial Results

In compliance with the provisions of the Companies Act, 2013 (âActâ), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), the Company has prepared its Financial Statements as per Indian Accounting Standards (âInd ASâ) for FY 2025. The standalone financial highlights of the Companyâs operations are as follows:

		Rs. in Lakh
Particulars	Current Financial Year (2024-2025)	Previous Financial Year (2023-2024)
Revenue from Operations	7706.35	9032.50
Other Income	319.86	235.91
Total Revenue	8026.21	9268.41
Less: Expenses	7325.79	7930.81
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	700.42	1337.60
Less: Depreciation/ Amortization/ Impairment	54.17	50.41
Profit /loss before Finance Costs, Exceptional items and Tax Expense	646.26	1287.19
Less: Finance Costs	6.48	3.48
Profit /loss before Exceptional items and Tax Expense	639.77	1283.71
Add/(less): Exceptional items	0.00	0.00
Add/(less): Extraordinary Items	0.00	0.00
Profit /loss before Tax Expense	639.77	1283.71
Less: Tax Expense (Current & Deferred)	164.38	326.95
Profit /loss for the year (1)	475.39	956.76
Total Comprehensive Income/loss (2)	(57.47)	(6.79)
Total (1 2)	417.92	949.97

2. Change in Nature of Business

The company is engaged in the activities of Domestic as well as Export trade of Wooden Handicraft and Textile products, however, during the year the Company had alter its object clause by insertion of new Sub-Clauses 7 & 8 of Clause III (A) of the Memorandum of Association of Company which

provide for trading of Solar energy power and other utility services along with general merchandise products foodstuffs, clothing, textiles, electronics, household goods, and industrial products etc. with an approval of members in Annual General Meeting held on 30/09/2024.

3. Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companyâs performance for the FY 2025, has decided that it would be prudent, not to recommend any Dividend for the financial year 2025.

4. Reserves

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review to conserve its financial resources and to meet its growth plan.

5. Proceeds From Public Issues

During the financial year 2018-19, the Company has issued 7,00,800 Equity shares through Initial Public Offer (âIPOâ) at the Issue Price of Rs.75 each (including premium of Rs.65) raising capital of Rs. 5.256 Crores. Out of 7,00,800 shares issued, 35,200 shares were reserved for the Market Makers and the remaining shares were issued to the Public.

During the FY 2024, the Company had made deviation in the spending requirements of funds raised by way of Initial public offering after taking the approval from shareholders by way of Special Resolution dated July 19, 2023 by transferring of the Unutilized Amount of INR 30,05,000/-, out of the total Issue proceeds, from âIssue Related Expensesâ to âFunding the working capital requirementsâ Thereafter, till the end of FY 2024, the proceeds of the IPO amounting to Rs. 525.60 Lakhs has been fully spent. As at the end of FY 2025, the IPO Proceeds has been fully utilized.

6. Management Discussion and Analysis

In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, Management Discussion and Analysis Report is presented in a separate section, forming part of the Annual Report.

7. Information About Subsidiary/ Joint Ventures/Associate Company

The Company does not have any Subsidiary, Joint Venture or Associate Company(ies).

8. Appointment Of Designated Person (Management and Administration) Rules 2014 - Rule 9 Of the Companies Act 2013

The Board of Directors hereby informs that, in accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014, Mr. Goverdhan Das Lohiya, Whole time Director of the Company, was designated for the purposes of providing information, and extending cooperation for matters relating to the beneficial interest in shares, to the Registrar or other authorised officers in the Board Meeting held on 05/09/2024.

The details of the designated person are as follows:
Name	Goverdhan Das Lohiya
Designation	Chairperson and Whole-time director

Director Identification Number (DIN) / PAN	07787326
Date of Designation	05/09/2024

9. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), the Company is required to transfer following amounts and shares to Investor Education and Protection Fund (âIEPF Authorityâ) established under above rules:

a. Any money transferred to the Unpaid Dividend Account of a company in pursuance of this section which remains unpaid or unclaimed for a period of seven years from the date of such transfer.

b. All shares in respect of which dividend has not been paid or claimed for seven consecutive years or more.

Since the Company has no amount lying in the Unpaid Dividend Account, there is no such requirement of transferring any money or shares to IEPF Authority.

Further in terms of Rule 7(2A) of IEPF Rules, the Company is not required to appoint a Nodal Officer for the purposes of verification of claim and for co-ordination with IEPF Authority.

10. Material Changes and Commitments

During the year under review, the Company had obtained the approval of the Members on September 30, 2024, for variation of object clause of the company by insertion of new Sub-Clauses 7 & 8 of Clause III (A) of the Memorandum of Association of Company which provide for trading of Solar energy power and other utility services along with general merchandise products foodstuffs, clothing, textiles, electronics, household goods, and industrial products etc.

Further, No material changes and commitments affecting the financial position of the Company occurred during FY 2025.

11. Meetings of the Board of Directors and Committees thereof

The Board of Directors met Eight (8) times during FY 2025. A detailed update on the Board, its composition, governance of committees including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2025 and attendance of the Directors at each meeting has been provided in the Corporate Governance Report, which forms part of this Annual report.

12. General Meetings

During the year under review, the Seventh (7^th) Annual General Meeting of the members of the Company was held on Monday, September 30, 2024.

No other General Meeting or Postal Ballot has been undertaken / carried out during FY 2025. The details of Seventh (7^th) Annual General Meeting are provided in the Corporate Governance Report, which forms part of this Annual report.

13. Secretarial Standards

The Board of Directors affirms that the Company has complied with applicable Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India (ICSI).

14. Directorsâ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the situation of the company at the end of the financial year and of the profit and loss of the company for that period.

iii. The directors had 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.

iv. The directors had prepared the annual accounts on a going concern basis; and

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 operating effectively.

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.

15. Statutory Auditors

M/s. P Singhvi & Associates, Chartered Accountants, (FRN: 113602W) was appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 27th, 2023, to hold office till the conclusion of 11th AGM of the company to be held on year 2028.

The Board has duly examined the Statutory Auditorsâ Report to the Financial Statements for the year ended on March 31, 2025, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Financial Statements section of this Annual report.

Further, The Auditors have not reported any fraud u/s 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

16. Secretarial Auditors

Ms. Reeptika Barmera, Practicing Company Secretary (C.P.No. 16551, FCS Membership No. 11280) was appointed as Secretarial Auditor of the Company for the Purpose of Conducting the Secretarial Audit for the FY 2025.The Secretarial Audit Report for the FY 2025 in form MR-3 is annexed herewith as Annexure A and forms part of this Report. The report does not contain any qualification, reservation, adverse remarks, or disclaimer.

In compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the stock exchange within the statutory

timelines. Further, the Secretarial Auditor have not reported any fraud u/s 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Furthermore, in terms of Section 204 of the Act, the Board of Directors have, on the recommendation of the Audit Committee, approved the appointment of FCS Reeptika Barmera, as the Secretarial Auditor of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2025-26 to financial year 2029-30, subject to approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking membersâ approval for the appointment of Secretarial Auditor of the Company forms part of the Notice of the 8th AGM forming part of this Annual Report.

17. Internal Auditors

M/s. Singhvi & Mehta, Chartered Accountant (FRN: 002464W) has been appointed as internal auditor of the company to carry out the internal audit for Two (2) consecutive financial years from Financial Year 2023-24 to Financial Year 2024-25.

The audit conducted by the Internal Auditor is based on an internal audit plan, which is reviewed each year in consultation with the Audit Committee. As per the report of the Internal Auditor, the policies, processes, and internal controls in the Company are generally adhered to while conducting the business. Further, Internal auditors periodically appraise the Audit Committee on findings/observation of Internal Audit and actions taken thereon.

Further, the Board of Directors in their meeting held on September 01, 2025, have on the recommendation of the Audit Committee approved the re-appointment of M/s. Singhvi & Mehta, as the Internal Auditor of the Company, for conducting Internal Audit for the Three (3) Financial Year 2025-26 to 2027-28.

18. Cost Record Maintenance and Cost Audit

The maintenance of Cost Records and requirement of Cost Audit as prescribed under the provisions of Section 148 of the Act and Rules made thereunder are not applicable to the business activities carried out by the Company.

19. Internal Financial Controls

The Company has comprehensive internal control mechanism and has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding its assets, prevention, and detection of fraud and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Companyâs internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate.

The Statutory Auditors of the Company have reported unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting for the FY 2025.

The Audit Committee evaluates the internal financial control system periodically. The details of Internal Control System and their adequacy are provided in the Management Discussion and Analysis section forming part of this Annual report.

20. Agreements binding on the Company.

As on March 31, 2025, and as on the date of this report the Company or any of its Promoters, KMP, Management, Employees, Shareholders, Related Parties, has not entered into any Agreement, which has the purpose and effect of impact the management or control of the Company, or any other agreement covered in clause 5A of paragraph A of Part A of Schedule III SEBI Listing Regulations.

21. Loans, Guarantees and Investments

Details of loans, guarantees and investments, if any covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2025, are set out in Notes to the Standalone Financial Statements of the Company.

22. Particulars of Employees and Related Disclosures

The details disclosure required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith marked as Annexure B to this Report.

23. Disclosure of Additional Details under Schedule V of the Companies Act, 2013

A statement containing additional information, as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013, is provided in the Corporate Governance Report (under the heading âRemuneration of Directorsâ), which forms part of this Annual Report.

24. Related Party Transactions

All Contracts, Arrangements and Transactions entered by the Company during FY 2025 with related parties (âRPTsâ) were in the ordinary course of business and on arm''s length basis and were approved by the Audit Committee. Further, during the year under review, the Company has not entered into any contract/ arrangement/ transaction with related party which could be considered material in accordance with the Companyâs policy of Materiality of Related party transactions. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 202425 and hence does not form part of this report.

The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee, in line with the Policy on Related party transaction (âRPT Policyâ). The said policy is available on the website of the Company at (/https://pritihome.com/wp-content/uploads/2024/02/POLICY-ON-RELATED-PARTY-TRANSACTIONS-1.pdf)

In terms of Schedule V of the SEBI Listing Regulation the disclosure regarding transactions with person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company have been disclosed in the Notes to Standalone Financial Statements which form part of this Annual report.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions to the Stock Exchange.

25. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

As required by Section 134(3)(m) read with the Companies (Accounts) Rules, 2014, your directorâs report as below:

i.	A. Conservation of Energy: The steps taken or impact on the conservation of energy		In its endeavours towards conservation of energy, your Company ensures optimal use of energy, avoids wastages and endeavours to conserve energy as far as possible.
ii.	The steps taken by the Company for utilizing alternate sources of energy.		The Company has installed two Solar Plants at following places â¢ Mogra Factory situated at KH. No. 130, village Mogra Kallan opp. JIET college bridge tehsil Luni, Jodhpur, Rajasthan-342802 in 2022-2023. â¢ Basni Factory situated at F-43 Mia Phase-1 Basni Jodhpur, Rajasthan 342005 in 2024-2025 Which has sustainably reduced the electricity consumption in a better way.
iii.	The capital investment in energy conservation Equipment		Mogra Factory Investment: Rs. 70.83 lacs Basni Factory Investment: Rs. 14.12 lacs
i. ii. iii. iv.	B. Technology Absorption: The efforts made towards technology absorption NIL The benefits derived like product improvement, Not Applicable cost reduction, product development or import substitution In case of imported technology (imported during NIL the last 3 years reckoned from the beginning of the financial year) Expenditure incurred on Research and Your Company has not carried out Development any research and development activities during the year.
	C. Foreign Exchange Earnings and Outgo: The details for foreign exchange earnings and outgo for FY2025 are as under: (Rs. In Lakhs)
		Particulars		2024-25	2023-24
		Foreign Exchange Earnings		1,535.31	2,335.85
		Foreign Exchange Outgo		0.00	0.00

26. Risk Management

The Company has established a well-defined process of risk management, where in the identification, analysis and assessment of the various risks, measuring the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company, through its risk management process, aims to contain the risks within its appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

The company has developed and implemented risk management policy. The said policy is available on the website of the Company at (/https://pritihome.com/wp-content/uploads/2024/02/POLICY-ON-RISK-MANAGEMENT-1.pdf)

27. Annual Return

The Draft Annual Return (MGT 7) of the Company for the Financial Year 2025 is available on the website of the Company at (www.pritihome.com/investor/).

28. Directors & Key Managerial Personnel

A. Board and Committee Composition

As on March 31, 2025, the Board consists of Eight (8) Directors out of which more than half of the Board comprises of Independent Directors. Out of the 8 Board members, 3 (Three) are Women Directors including Managing Director.

The Chairperson to the Board is a whole-time director. The Audit and Nomination and Remuneration Committee has an Independent Director as its chairperson. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act.

Additional details regarding the Board of Directors, its committees, composition and terms of reference of its committees have been provided in the Corporate Governance Report, which forms part of this Annual report.

All the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

B. Appointment, Cessation and other changes in Board

During FY 2025, the following changes were made in Board by the Board of Directors of the company.

Appointments/ Re-appointments

â¢ The appointment of Mr.Yogendra Chhangani (DIN: 06424580) and Mr. Sanjay Kumar (DIN: 06523237) as Non-Executive Independent Director of the company was approved by the members in the Annual General Meeting held on September 30, 2024, for the first term of 2 consecutive years.

â¢ Ms. Tamanna Kumari (DIN: 09678819) was re-appointed by the members in the Annual General Meeting held on September 30, 2024, for the second term of two consecutive years.

â¢ The cessation of Mr. Deepak Tak (DIN: 09499017) and Mr. Sag Ram (DIN: 09498998) took place upon completion of their tenure with effect from February 10, 2025.

C. Rotation of Directors

In terms of the provision of Section 152(6) of the Act, Mr. Goverdhan Das Lohiya (DIN: 07787326) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment for consideration by the members of the Company at the ensuing AGM.

D. New Appointments/ re-appointments proposed at the ensuing Annual General Meeting - NilE. Annual Performance Evaluation

The performance evaluation framework has been formulated in compliance with the provisions of the Companies Act, 2013, the Listing Regulations, and in line with the Guidance Note on Board Evaluation issued by SEBI in January 2017.

Pursuant to the Companyâs Corporate Governance Guidelines, an Annual Performance Evaluation was carried out for all Board Members, as well as for the functioning of the Board and its Committees. The evaluation exercise was led by the Chairman of the Nomination and Remuneration Committee, with emphasis on assessing performance and ensuring the effective functioning of the Board.

The outcomes of the Annual Performance Evaluation are disclosed in the Corporate Governance Report, which forms an integral part of the Annual Report.

F. Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed the policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company^ website at (/https://pritihome.com/wp-content/uploads/2024/02/NOMINA TION-AND-REMUNERA TION-POLICY-1.pdf)

G. Declaration of Independent Directors

The Company has in terms of Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations, received a declaration from all the Independent Directors that they meet the criteria as mentioned under regulation 16(1)(b) of the SEBI Listing Regulation and Section 149 of the Companies Act, 2013 and have complied with code of conduct as prescribed in Schedule IV to the Act. Further, the Independent Directors have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directorsâ Databank maintained with the Indian Institute of Corporate Affairs.

29. Depositsa. Details relating to deposits covered under chapter V of Companies Act, 2013 (under Rule 8(5) of Companies (Accounts) Rules, 2014:

Particulars		Details
(i) Deposits accepted during year		Nil
(ii) Deposits remained unpaid or unclaimed at end of year		Nil
(iii) Default in repayment of deposits or payment of interest thereon		Nil
Particulars of Default	Amount of Deposit		Number of Cases
At the beginning of year	NA		NA
During year	NA		NA
At the end of year	NA		NA
(iv) Details of deposits which are not in compliance with requirements of chapter v of act		Nil

b. Particulars of transactions from Directors / Relatives during the year by a company but not considered as deposit as per rule 2 (1)(c)(viii) of the Companies (Acceptance of Deposit) Rules, 2014.

The Company has not accepted any money from the Directors under the proviso to Rule 2(1)(c) (viii) of Companies (Acceptance of Deposit) Rules, 2014.

30. Share Capital

As on March 31, 2025, the Authorised Share Capital of the Company is INR 15,00,00,000/-(1,50,00,000 Equity Shares of INR 10 each), whereas the Issued, Subscribed and Paid-Up Capital of the Company is INR 13,35,33,280/-.

During the year under review, the Company has not made any further allotment of securities, and accordingly, there has been no change in the share capital of the Company. Further, the Company has not issued any shares with differential voting rights, or any sweat equity shares during the year. The Company also does not have any Employee Stock Option Scheme in place.

Accordingly, the disclosures under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not applicable.

31. Orders Passed by the Regulators or Courts or Tribunals etc.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companyâs future operations.

32. Details on Corporate Social Responsibility (CSR)

The Corporate Social Responsibility (âCSRâ) activities of the Company are governed through the Corporate Social Responsibility Policy (âCSR Policyâ) approved by the Board. The CSR Policy guides in designing CSR interventions for improving quality of life of society and conserving the environment and biodiversity in a sustainable manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line withthe Companyâs CSR Policy.

The policy on Corporate Social Responsibility which is available on the website of the Company at (/https://pritihome.com/wp-content/uploads/2024/02/CSR-POLICY-1.pdf)

During the year under review, the Company has spent INR 19Lakhs on CSR activities. The Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure C forming an integral part of this Board Report.

33. Corporate Governance

Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Your company provides utmost importance in best Governance Practices which reflect our value system encompassing our culture, policies, and relationships with our stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the nature of business operations, improve performance and provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization. Integrity and transparency are key to our corporate governance practices to ensure that we always gain and retain the trust of our stakeholders.

The Company has complied with all the Corporate Governance requirements as provided in SEBI Listing Regulations and the Companies Act, 2013. The Company has prepared a Corporate Governance report in compliance with the Provisions of Schedule V of the SEBI Listing Regulations which forms part of this Annual report.

34. Prohibition of Insider Trading

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

This Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companyâs shares and sharing Unpublished Price Sensitive Information (âUPSIâ). The Code covers the Companyâs obligation to maintain a structured digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companyâs website at (/https://pritihome.com/wp-content/uploads/2024/02/Code-for-Prevention-of-Insider-Trading-1.pdf)

35. The Details of Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year.

During the year under review, neither any application has been made, nor any such proceedings were pending under the Insolvency and Bankruptcy Code, 2016, hence the company has nothing to report in this regard.

36. The Details of difference between amount of the Valuation done at the time of One-Time Settlement and the Valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

During the year under review, there have been no such instances wherein the company has undertaken the One-time settlement of any borrowings from banks or financial institutions. Your company has always been prompted to pay its dues therefore the company has nothing to report on this regard.

37. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company is committed to provide a safe and conducive work environment to its employees. The Company has in place POSH Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The details regarding the number of complaints received, disposed and pending during the current financial year, pertaining to incidents under the framework/ law are as follows:

Particulars	Number
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of complaints those remaining unresolved at the end of the financial year	Nil
Number of Sexual Harassment Complaints beyond 90 days.	Nil

38. Disclosures under Maternity Benefit Act, 1961

The provision of Section 2 of The Maternity Benefit Act, 1961 applies to:

(a) to every establishment being a factory, mine or plantation including any such establishment belonging to Government and to every establishment where in persons are employed for the exhibition of equestrian, acrobatic and other performances

(b) to every shop or establishment within the meaning of any law for the time being in force in relation to shops and establishments in a State, in which ten or more persons are employed, or were employed, on any day of the preceding twelve months.

The Company ensures that all eligible women employees are provided with maternity benefits in accordance with the Act, including but not limited to paid maternity leave, nursing breaks, and protection from dismissal during maternity leave

39. Acknowledgment

Your directors place on records their deep appreciation for the continued guidance, support, and cooperation extended by all stakeholders including shareholders, customers, bankers, financial institutions, suppliers, business associates, government authorities, and regulators.

The Board also expresses its sincere gratitude to the Companyâs employees at all levels for their dedicated efforts, hard work, and commitment, which have been integral to the Companyâs performance and growth.

The Directors further acknowledge with appreciation the trust and confidence reposed by the members of the Company and look forward to their continued support in the years ahead.

Mar 31, 2024

The Board of Directors presents the Companyâs Seventh (7th) Board Report, together with the Audited Financial Statements for the financial year ended March 31,2024 (âFY 2024â).

1. Financial Results

In compliance with the provisions of the Companies Act, 2013 ("Actâ), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ), the Company has prepared its standalone financial statements as per Indian Accounting Standards ("Ind ASâ) for FY 2024. The standalone financial highlights of the Companyâs operations are as follows:

Rs. in Lakh
Particulars	Current Financial Year (2023-2024)	Previous Financial Year(2022-2023)
Revenue from Operations	9032.50	8285.48
Other Income	235.91	224.05
Total Revenue	9268.41	8509.53
Less: Expenses	7930.81	7467.15
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1337.60	1042.38
Less: Depreciation/ Amortization/ Impairment	50.41	43.67
Profit /loss before Finance Costs, Exceptional items and Tax Expense	1287.19	998.71
Less: Finance Costs	3.48	2.68
Profit /loss before Exceptional items and Tax Expense	1283.71	996.03
Add/(less): Exceptional items (Loss by Fire)	0.00	42.10
Add/(less): Extraordinary Items	0.00	0.00
Profit /loss before Tax Expense	1283.71	953.93
Less: Tax Expense (Current & Deferred)	326.95	242.37
Profit /loss for the year (1)	956.76	711.56
Total Comprehensive Income/loss (2)	(6.79)	0.00
Total (1 2)	949.97	711.56

2. Change in Nature of Business

The company is engaged in the activities of Domestic as well as Export trade of Wooden Handicraft and T extile products. There was no change in the nature of business, and revenue streams of the Company during the financial year ended on March 31,2024.

3. Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companyâs performance for the FY 2024, has decided that it would be prudent, not to recommend any Dividend for the financial year 2024.

4. Reserves

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review to conserve its financial resources and to meet its growth plan.

5. Proceeds From Public Issues

During the financial year 2018-19, the Company has issued 7,00,800 Equity shares through Initial Public Offer (âIPOâ) at the Issue Price of Rs.75 each (including premium of Rs. 65) raising capital of Rs. 5.256 Crores. Out of 7,00,800 shares issued, 35,200 shares were reserved for the Market Makers and the remaining shares were issued to the Public.

During the FY 2024, the Company had made deviation in the spending requirements of funds raised by way of Initial public offering after taking the approval from shareholders by way of Special Resolution dated July 19, 2023 by transferring of the Unutilized Amount of INR 30,05,000/-, out of the total Issue proceeds, from "Issue Related Expensesâ to "Funding the working capital requirementsâ Therefore, till the end of FY 2024, the proceeds of the IPO amounting to Rs. 525.60 Lakhs has been fully spent.

6. Management Discussion and Analysis

In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, Management Discussion and Analysis Report is presented in a separate section, forming part of the Annual Report.

7. Information About Subsidiary/ Joint Ventures/Associate Company

The Company does not have any Subsidiary, Joint Venture or Associate Company(ies).

8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rulesâ), the Company is required to transfer following amounts and shares to Investor Education and Protection Fund ("IEPF Authorityâ) established under above rules:

a. Any money transferred to the Unpaid Dividend Account of a company in pursuance of this section which remains unpaid or unclaimed for a period of seven years from the date of such transfer.

b. All shares in respect of which dividend has not been paid or claimed for seven consecutive years or more.

Since the Company has no amount lying in the Unpaid Dividend Account, there is no such requirement of transferring any money or shares to IEPF Authority.

Further in terms of Rule 7(2A) of IEPF Rules, the Company is not required to appoint a Nodal Officer for the purposes of verification of claim and for co-ordination withIEPF Authority.

9. Material Changes and Commitments

During the year under review, following Significant Developments occurred:

(i) The Company had obtained the approval of the Members by way of Postal Ballot on July 19, 2023, for variation in spending of amount raised by way of Initial Public Offering ("IPOâ) of INR 30,05,000 and subsequent transfer of the said amount from "Issue Related Expensesâ into "Funding the working capital requirements of our Company.

(ii) The Board of Directors of the Company had issued 29,76,000 Convertible Warrants on a preferential basis, which was approved by the members in the EGM on July 20, 2022. Out of the said warrants, the Board of Directors had allotted 12,41,500 Equity Shares of Rs. 10/- each pursuant to the request of warrants holders to exercise their right to conversion of Convertible Warrants into Equity Shares in its meeting held on October 15, 2022.

Further during the year under review, the Board of Directors had allotted 17,34,500 equity shares pursuant to the intimation on conversion of warrants received from warrant holders for conversion of warrants in the following manner: -

S. No.	No. of warrants converted into equity shares	Date of Conversion	Date of Trading approval
1.	15,08,500	December 12, 2023	February 16, 2024
2.	2,26,000	February 01, 2024	March 15, 2024

Consequent to the aforesaid allotments upon conversion of warrants, the paid-up equity share capital of the Company has increased from INR 11,61,88,280/- (Rupees Eleven Crore Sixty One Lacs Eighty Eight Thousand Two Hundred and Eighty only) to INR 13,35,33,280/- (Rupees Thirteen Crore Thirty Five Lacs Thirty Three Thousand Two Hundred and Eighty only).

Other than the above, no material changes and commitments affecting the financial position of the Company occurred during FY 2024.

10. Meetings of the Board of Directors and Committees thereof

The Board of Directors met Eleven (11) times during FY 2024. A detailed update on the Board, its composition, governance of committees including terms and reference of various

Board Committees, number of Board and Committee meetings held during FY 2024 and attendance of the Directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual report.

11. General Meetings

The Sixth (6^th) Annual General Meeting of the members of the Company was held on Wednesday, 27th September 2023.

Further details of General Meeting, Postal Ballot carried out during the FY 2024 and details of Seventh (7^th) Annual General Meeting are provided in the Corporate Governance Report, which forms part of this Annual report.

12. Secretarial Standards

13. Directorsâ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

iv. The directors had prepared the annual accounts on a going concern basis; and

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 operating effectively.

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.

14. Statutory Auditors

The Board has duly examined the Statutory Auditorsâ Report to the Financial Statements for the year ended on March 31, 2024, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Financial Statements section of this Annual report.

However, the Statutory Auditor in their report to members has given âEmphasis of Matterâ on the working and operations of the Company and the response of your director on them are as follows:

âWe draw attention to Note No. 24 to the Standalone Ind AS Financial Statements regarding Non-compliance of Employee State Insurance Act, 1948 as on 31st March 2024. The net impact for the same is unascertainable. Our opinion is not modified in respect of above matters."

Your management has made adequate evaluation of the above highlighted observation raised by the Auditor and so hereby clarifies on the point that, the Company had applied for registration under Employees State Insurance Act, 1948 but due to technical glitch of the website, application was pending with the respective department for registration till March 31, 2024. However, the Company has duly complied with the applicable provisions of the aforesaid Act with effect from April 2024.

Further, The Auditors have not reported any fraud u/s 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

15. Secretarial Auditors

Ms. Reeptika Barmera, Practicing Company Secretary (C.P. No. 16551, FCS Membership No. 11280) was appointed as Secretarial Auditor of the Company for the Purpose of Conducting the Secretarial Audit for the FY 2024. The Secretarial Audit Report for the FY 2024 in form MR-3 is annexed herewith as Annexure A and forms part of this Report. The report does not contain any qualification, reservation, adverse remarks, or disclaimer. However, the emphasis has been given on the applicability Employees State Insurance Act, 1948 which is self-explanatory.

In compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the stock exchanges within the statutory timelines.

Further, The Secretarial Auditors have not reported any fraud u/s 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Board of Directors of the Company, on recommendation of Audit Committee, has reappointed Ms. Reeptika Barmera, Practicing Company Secretary (C.P. No. 16551, FCS Membership No. 11280), Jodhpur, who has confirmed her eligibility for the said reappointment, to conduct the Secretarial Audit of the Company for FY 2024-25.

16. Internal Auditors

M/s. Singhvi & Mehta, Chartered Accountant (FRN: 002464W) was appointed as internal auditor of the company to carry out the internal audit for Two (2) consecutive financial years from Financial Year 2023-24 to Financial Year 2024-25 upon discontinuance of previous Internal Auditor of Mrs. Ronak Pungaliya.

The audit conducted by the Internal Auditor is based on an internal audit plan, which is reviewed each year in consultation with the Audit Committee. As per the report of the Internal Auditor, the policies, processes, and internal controls in the Company are generally adhered to, while conducting the business. Further, Internal auditors periodically appraise the Audit Committee on findings / observation of Internal Audit and actions taken thereon.

17. Cost Record Maintenance and Cost Audit

18. Internal Financial Controls

The Company has laid down a Policy on internal financial controls to be followed by the company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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.

19. Agreements binding the Company.

As on March 31, 2024, and as on the date of this report the Company or any of its Promoters, KMP, Management, Employees, Shareholders, Related Parties, has not entered into any Agreement, which has the purpose and effect of impact the management or control of the Company, or any other agreement covered in clause 5A of paragraph A of Part A of Schedule III SEBI Listing Regulations.

20. Loans, Guarantees and Investments

Details of loans, guarantees and investments, if any covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2024, are set out in Notes to the Standalone Financial Statements of the Company.

21. Particulars of Employees and Related Disclosures

22. Disclosure of Additional Details under Schedule V of the Companies Act, 2013

23. Related Party Transactions

All Contracts, Arrangements and T ransactions entered by the Company during FY 2024 with related parties (âRPTsâ) were in the ordinary course of business and on arm''s length basis and were approved by the Audit Committee. Further, during the year under review, the Company has not entered into any contract/arrangement/transaction with related party which could be considered material in accordance with the Companyâs policy of Materiality of Related party transaction except those provided in the form AOC-2 annexed hereto, marked as Annexure C.

The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee, in line with the Policy on Related party transaction (âRPT Policyâ). The said policy is available on the website of the Company at (https://pritihome.com/wp-content/uploads/2024/02/POLICY-ON-RELATED-PARTY-TRANSACTIONS-1.pdf)

In terms of Schedule V of the SEBI Listing Regulation the disclosure regarding transactions with person or entity belonging to the promoter/promoter group which hold 10% or more shareholding in the Company have been disclosed in the Notes to Standalone Financial Statements which forms part of this Annual report.

24. Conservation of Energy, Technology Absorption &Foreign Exchange Earnings and Outgo

As required by Section 134(3)(m) read with the Companies (Accounts) Rules, 2014, your directorâs report as under:

A. Conservation of Energy:

i. The steps taken or impact on the conservation of energy

In its endeavours towards conservation of energy, your Company ensures optimal use of energy, avoid wastages and endeavours to conserve energy as far as possible.

ii. The steps taken by the Company for utilizing alternate sources of energy.

NIL

iii.	The capital investment in energy conservation	No Capital Investment has been
	Equipment	made for energy conservation equipment
B	. Technology Absorption:
i.	The efforts made towards technology absorption	NIL
ii.	The benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
iii.	In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)	NIL
iv.	Expenditure incurred on Research and	Your Company has not carried out
	Development	any research and development activities during the year.

C. Foreign Exchange Earnings and Outgo: The details for foreign exchange earnings and outgo for the FY 2024 are as under: (Rs. In Lakhs)
	Particulars	2023-24	2022-23
	Foreign Exchange Earnings	2,335.85	3,417.26
	Foreign Exchange Outgo	0.00	0.00

25. Risk Management

The Company has laid down Internal Financial Controls that includes a risk-based framework to ensure orderly and efficient conduct of its business, safeguarding of its assets, accuracy, and completeness of the accounting records and assurance on reliable financial information. The Board has satisfied itself with the adequacy and effectiveness of the Internal Financial control system and ensured that the Risk Management including internal financial controls is in place. The Board regularly keeps a check and ensures that elements of risk threatening the Companyâs existence are very minimal.

The Company has a Risk Management Policy which is in line with the provisions of the Act and SEBI Listing Regulations. The said policy is available on the website of the Company at (/https://pritihome.com/wp-content/uploads/2024/02/POLICY-ON-RISK-MANAGEMENT-1.pdf)

26. Annual Return

The Draft Annual Return (MGT 7) of the Company for the Financial Year 2024 is available on the website of the Company at (www.pritihome.com/investor/).

27. Directors & Key Managerial PersonnelA. Board and Committee Composition

As on March 31, 2024, the Board consists of Eight (8) Directors out of which more than half of the Board comprises of Independent Directors. Out of the 8 Board members, 3 (Three) are Women Directors including Managing Director.

All the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

B. Appointment, Cessation and other changes in Board

During FY 2024, the following changes were made in Board by the Board of Directors of the company.

Appointments / Re-appointments

â¢ The re-appointment of Mr. Goverdhan Das Lohiya as Whole Time Director of the company for a period of five years was approved by the members in their meeting held on July 19, 2023, by way of postal ballot.

C. Rotation of Directors

In terms of the provision of Section 152(6) of the Act, Mr. Ritesh Lohiya (DIN: 07787331) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment for consideration by the members of the Company at the ensuing AGM.

D. New Appointments / re-appointments proposed at the ensuing Annual General Meeting

â¢ Pursuant to the amendment in the SEBI regulations dated July 15, 2023, applicable w.e.f April 01, 2024, read with Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the continuation of appointment of Mrs. Leela Lohiya (DIN: 07787328) a Non-Executive Non Independent Director is subject to the approval by the members of the Company at this ensuing Annual General Meeting.

â¢ The Board of Directors in their meeting held on August 12, 2024, on the recommendation of Nomination and Remuneration Committee approved the re-appointment of Ms. Tamanna Kumari, as Non-Executive Independent Director of the company for her second term for a period of two years i.e. August 13, 2024, to August 12, 2026. However, the reappointment of Ms. Tamanna Kumar is subject to approval by the members of the Company at this ensuing Annual General Meeting.

â¢ The Board of Directors on recommendation of Nomination and Remuneration Committee, have proposed the appointment of Mr. Yogendra Chhangani (DIN: 06424580) and Mr. Sanjay Kumar (DIN: 06523237) as Non-Executive Independent Directors of the Company for their first term for a period of 2 (Two) Years i.e. from October 01, 2024 upto September 30, 2026. Further their appointment is subject to approval by the members of the Company at this ensuing Annual General Meeting.

In the Opinion of the Board, Ms. Tamanna Kumari, Mr. Yogendra Chhangani and Mr. Sanjay Kumar possesses relevant expertise, experience (including the proficiency) and integrity.

E. Annual Performance Evaluation

The Performance evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017.

In line with the Corporate Governance Guidelines of the Company, an Annual Performance Evaluation was conducted for all Board Members as well as for the working of the Board and its Committees. This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on performance and effective functioning of the Board.

The details of the Annual Performance Evaluation have been provided in the Corporate Governance Report forming part of the Annual Report.

F. Nomination and Remuneration Policy

The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The copy of the same is available on the website of the Company at (/https://pritihome. com/wp-content/uploads/2024/02/NOMINA TION-AND-REMUNERA TION-POLICY- 1.pdf)

G. Declaration of Independent Directors

2014, confirmed that they have enrolled themselves in the Independent Directorsâ Databank maintained with the Indian Institute of Corporate Affairs.

28. Depositsa. Details relating to deposits covered under chapter V of Companies Act, 2013 (under Rule 8(5) of Companies (Accounts) Rules, 2014:

Particulars		Details
(i) Deposits accepted during year		Nil
(ii) Deposits remained unpaid or unclaimed at end of year		Nil
(iii) Default in repayment of deposits or payment of interest thereon		Nil
Particulars of Default	Amount of Deposit		Number of Cases
At the beginning of year	NA		NA
During year	NA		NA
At the end of year	NA		NA
(iv) Details of deposits which are not in compliance with requirements of chapter v of act		Nil

b. Particulars of transactions from Directors / Relatives during the year by a company but not considered as deposit as per rule 2 (1)(c)(viii) of the Companies (Acceptance of Deposit) Rules, 2014.

The Company has not accepted any money from the Directors under the proviso to Rule 2(1)(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014.

29. Share Capital

As on March 31, 2024, the Authorised Share Capital of the Company is INR 15,00,00,000/-(1,50,00,000 Equity Shares of INR 10 each), whereas the Issued, Subscribed and Paid-Up Capital of the Company is INR 13,35,33,280/- which was increased during the year under review, on allotment made by Board of Directors, of 17,34,500 Equity Shares of Rs. 10/-each out of the convertible warrants issued on July 20, 2022, pursuant to the intimation on conversion of warrants received from warrant holders.

Further the Company has neither issued any shares with differential voting rights nor issued any sweat equity shares during the year under review.

The Company do not have any Employee Stock Option Scheme. Thus, disclosures under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not required.

30. Orders Passed by the Regulators or Courts or Tribunals etc.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companyâs future operations.

31. Details on Corporate Social Responsibility (CSR)

During the year under review, the Company was under an obligation to formulate a policy on Corporate Social Responsibility. The Company has formulated the policy on Corporate Social Responsibility which is available on the website of the Company at (https://pritihome.com/wp-content/uploads/2024/02/CSR-POUCY-1.pdf)

During the year under review, the Company has spent INR 13.25 Lakhs on CSR activities. The Annual Report on CSR activities as required under Section 135 of the Companies Act,

2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules,

2014, is annexed as Annexure D forming an integral part of this Board Report.

32. Corporate Governance

33. Prohibition of Insider Trading

Designated Persons are prohibited from dealing in the shares of the Company when in possession of unpublished price sensitive information or when the trading window is closed.

The Board has formulated a code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on the consequences of non-compliances.

During the year under review, there was no instance of non-compliance of the said code by the insiders or designated persons of the Company.

The copy of the same is available on the website of the Company at (https://pritihome.com/wp-content/uploads/2024/02/Code-for-Prevention-of-Insider-Trading-1.pdf)

34. The Details of Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year.

During the year under review, neither any application has been made nor any such proceedings were pending under the Insolvency and Bankruptcy Code, 2016, hence the company has nothing to report in this regard.

35. 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

During the year under review, there have been no such instances wherein the company has undertaken the One-time settlement of any borrowings from banks or financial institutions. Your company has always been prompted in paying its dues therefore the company has nothing to report on this regard.

36. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

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 Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and complied with the provisions of the same.

The Company is committed to providing a safe and conducive work environment to its employees during the financial year. Your directors, further, state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2023-24, the Company has received no complaint on sexual harassment.

37. Acknowledgment

The Board wishes to express their grateful appreciation to the continued co-operation and financial assistance received from the Bankers, Business Associates and all other authorities. The Directors acknowledge the support and co-operation received from the employees and whole management team.

The Directors are also thankful to the members for their continued patronage.

Mar 31, 2018

The Members

Priti International Limited

The Directors are pleased to present their 1^st Report on the affairs of your Company together with the Audited Financial Statements and the Auditors'' Report of your company for the financial year ended 31st March, 2018.

INCORPORATION OF COMPANY

The company was incorporated on 30^th June, 2017 and has acquired the running business of Proprietorship Concern of our Promoter and Managing Director Priti Lohiya viz. M/s. Priti International through Business Succession Agreement dated November 11, 2017. Consequently, Business of this proprietorship firm was merged into Priti International Limited.

1. FINANCIAL RESULTS

Financial Results of your company for the year ended 31^st March 2018 are summarized below:-

Particular	2017-18 (for FY 30^th June 2017-31^st March 2018)
Income from Operations (A)	9,70,60,583.05
Other Income (B)	28,88,526.38
Total Revenue (A B)	9,99,49,109.43
Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)	1,11,60,032.21
Finance Cost	-
Depreciation and Amortization	7,35,722.25
Profit Before Tax	1,04,24,309.96
Tax Expenses	28,22,178.00
Profit After Tax	76,02,131.96

M/s Priti International (proprietorship firm taken over by company) reported Profit before Tax of Rs. 87,81,306.08 till 10^th November, 2017 and the profit before tax reported by company from 11^th Nov till year end was Rs. 1,04,24,309.96 . The company has shown healthy growth of 16.55% in PBT with increase of Rs. 27,26,461.90 in profit as compared to last year profit before tax of Rs. 1,64,79,154.14 reported by M/s Priti International.

2. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no significant change in the business carried on by the company. M/s Priti International was engaged in export business only, the company has now entered in Domestic as well as online selling market, though the volume during the period ended 31^st March 2018 was not significant.

3. DIVIDEND

In order to conserve its financial resources to meet its growth plan, Your Board could not recommend any Final dividend for the year under review.

4. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report form part of this Annual Report.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2018, your Company has not proposed to carry or transfer any amount to the General Reserve Account or any other specific reserve.

6. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Your Company has not made any investment in any subsidiary/JV/Associate company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since the company incorporated in this year therefore there was no unpaid/unclaimed Dividend on the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

8. MATERIAL CHANGES AND COMMITMENTS

The Company has made public issue of shares between the year end date and the date of this report.

The Company has raised funds of Rs. 525.60 lakhs from Initial Public Offer by offering 700800 equity Shares at issue price of Rs. 75 having face value of Rs. 10. Your company issued a prospectus dated 31^st May, 2018. The issue of the company opened on 11^th June, 2018 and closed on 13^th June, 2018. The issue got overwhelming response from retail as well as non-retail investors and got oversubscribed by 8.10 times in Retail Category and 7.41 times in non-Retail category. The issue got listed on NSE Emerge Platform of NSE Limited w.e.f. 21^st June, 2018 and Listing Price was Rs. 81 per share.

9. EXTRACTS OF ANNUAL RETURN

The Extract of Annual Return as required under section134(3)(a) read with Section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9, is annexed herewith as Annexure "I".

10. MEETINGS OF THE BOARD OF DIRECTORS

As required by clause (b) of sub-section (3) of Section134 of the Companies Act, 2013, your directors report that during the Financial Year 2017-18, the Company held 14 meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.

No.	Date of Meeting	Board Strength	No. of Directors Present
1	10/07/2017	4	4
2	15/07/2017	3	3
3	24/08/2017	3	3
4	30/08/2017	3	3
5	07/09/2017	3	3
6	07/10/2017	3	3
7	11/11/2017	3	3
8	18/11/2017	3	3
9	05/12/2017	6	5
10	13/12/2017	6	5
11	07/01/2018	6	5

12	16/01/2018	6	5
13	12/02/2018	6	5
14	14/02/2018	6	5

GENERAL MEETINGS

During the year under review 4 Extraordinary general meetings were held in company on 3^rd November, 2017, 11^th November, 2017, 5^th December,2017 and 8^th January, 2018.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

iv. The directors had prepared the annual accounts on a going concern basis; and

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 operating effectively.

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.

12. AUDITORS AND REPORT THEREON

STATUTORY AUDITORS

The Auditors, M/s J.K. Daga & Associates; Chartered Accountants of Jodhpur were appointed as first auditors of the company. In this regard the Company has received certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

The report of the Auditors is self-explanatory. There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes of financial statements are self-explanatory, and needs no further explanation.

Further the Auditors'' Report for the financial year ended, 31st March, 2018 is annexed to the Financial Statements.

The Board proposes appointment of M/s J.K. Daga &Associates, Chartered Accountants Jodhpur (FRN: 010314C) as Statutory Auditors for a period of Five years in the ensuing Annual General Meeting. Their appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

As required by Section 134(3) (ca) of the Companies Act, 2013, your directors report that there is no fraud reported by the auditors in their report which is required to be reported here.

Your company has installed adequate internal financial controls with reference to the Financial Statements as reported by Auditors for the year ended 31st March, 2018.

SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013, the Company was not required to get the Secretarial Audit done for the Financial Year 2017-18.

INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013, the Company was not required to appoint an Internal Auditor for the Financial Year 2017-18.

COST RECORD MAINTENANCE AND COST AUDIT

Pursuant to Rule 3 of Companies (Cost Records and Audit) Rules, 2014, the company is not required to maintain Cost records under the provision of Section 148 (1) of the Companies Act, 2013.

13. LOANS, GUARANTEES AND INVESTMENTS

As required by Section 134(3) (g), your directors report that there were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

14. DISCLOSURE OF PARTICULARS OF EMPLOYEES'' PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2017-18.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure II".

15. RELATED PARTY TRANSACTIONS

All the related party transactions are entered are in the ordinary course of business and at an arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013.

In accordance with Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of material contract or arrangement entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 is annexed as "Annexure III"

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

As required by Section 134(3) (m) read with the Companies (Accounts) Rules, 2014, your director''s report as under:

A. Conservation of Energy, Technology Absorption & Conservation of energy:

(i) Steps taken / impact on conservation of energy

The Company is having strict control systems to monitor day to day power consumption. Use of LED lamps was initiated to replace CFL Bulbs and save on energy cost and conserve the same.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

(iii) Capital investment on energy conservation equipment: Nil

B. Technology Absorption:

(i) Efforts, in brief, made towards technology absorption: Nil

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc: Not Applicable

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

1. Details of Technology Imported: Not Applicable

2. Year of Import: Not Applicable

3. Whether the technology been fully absorbed: Not Applicable

4. If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.: Not Applicable

(iv) Expenditure incurred on Research and Development:

During the year under review company has not incurred any expenditure on research and development.

C. Foreign Exchange Outgo:

The details for foreign exchange earnings and outgo are as under (Rs. In Lakhs)

Particulars	2017-18 (11^thnov-31^st mar)
Foreign Exchange Earnings	969.30
Foreign Exchange Outgo	0.00

17. RISK MANAGEMENT

As required by clause (n) of sub-section (3) of Section 134 of the Companies Act, 2013, the management is discussing and examining elements of risk threatening the Company''s existence and decides proper Risk Management Policy. The Company has laid down Internal Financial Controls that includes a risk based framework to ensure orderly and efficient conduct of its business, safeguarding of its assets, accuracy, and completeness of the accounting records and assurance on reliable financial information. The Board has satisfied itself with the adequacy and effectiveness of Internal Financial control system and ensured that the Risk Management including internal financial controls are in place. The Board regularly keeps a check and ensures that elements of risk threatening on the Company''s existence are very minimal.

18. DIRECTORS AND KMP

The Board of Directors comprises of 6 (six) Directors, out of which 2 (Two) are Independent Directors and 1 (One) is Woman Non Executive Director. The constitution of the Board of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. During the year under review, there were following changes in the composition of Directors.

Resignation

Mrs. Leela Lohiya, being First Director of the company has given her resignation on 10/07/2017.

Appointments

On Tuesday 05^th December 2017 Mrs. Leela Lohiya, was appointed as Non-executive Women Director of the company, Mr. Pankaj Baheti and Mr. Mahak Singhvi were appointed as Nonexecutive Independent Directors of the Company. Their appointment is valid for a term of 5 years.

Key Managerial Personnel

On Tuesday 05^th December 2017, Mrs. Priti Lohiya was appointed Managing Director of the Company for a term of five years commencing from 05^th December 2017 till 04^th December 2018.

Mr Ritesh Lohiya was appointed as Chief Financial Officer (CFO) and Ms Shivani Arora was appointed as Company Secretary of the Company w.e.f. 05th December 2017. Ms. Shivani Arora has resigned on 06^th July 2018 from the Post of Company secretary and Compliance officer with immediate effect. Further, to fill the place of Company Secretary and Compliance officer, Mrs Monika Gandhi was appointed w.e.f. 23^rd November 2018.

Their terms and condition as and when varied shall be put forth before Nomination and Remuneration committee as required by Section 178 of the Companies Act, 2013 and the rules made there under.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM. Consequently, Mr. Retish Lohiya (DIN: 07787331) Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Board of Directors recommends his re-appointment and the matter is being placed for the approval of members at the ensuing Annual General Meeting of the Company.

19. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

20. CRITERIA FOR PERFORMANCE EVALUATION

In accordance with the provisions of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy is in place. A structured questionnaire by an independent outside agency covering various aspects of the Board''s functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings was circulated to the members of the Board for the Financial Year 2017-18. Based on the responses received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated in the meeting of the Independent Directors and at the meeting of the Board of Directors.

The process of review of Non-Independent Directors, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors. At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors, Non-Executive Directors and Independent Directors. The meeting also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly.

The entire Board, excluding the Director being evaluated, evaluated the performance of each Independent Director.

The Directors have expressed their satisfaction with the evaluation process. Based on the findings from the evaluation process, the Board will continue to review its procedures and effectiveness in the Financial Year 2018-19 with a view to practice the highest standards of Corporate Governance

Performance evaluation report

Since the company'' equity shares listed in the current financial year, performance evaluation etc. of board of directors, independent directors and committees of directors would be applicable in the current financial year and would form part of the next report.

21. DETAILS ON DEPOSITS, SHARES, COURT ORDER ETC.

In terms of the Companies (Accounts) Rules, 2014 your directors report as under:

DISCLOSURE ON DEPOSITS

Since your company has not accepted any Public deposits during the year it has no information to offer.

a. Details relating to deposits covered under chapter V of companies act, 2013 (under Rule 8(5) of Companies (Accounts) Rules, 2014:

Particulars		Details
(i) Deposits accepted during year		Nil
(ii) Deposits remained unpaid or unclaimed at end of year		Nil
(iii) Default in repayment of deposits or payment of interest thereon		Nil
Particulars of Default	Amount of Deposit		Number of Cases
At the beginning of year	0		0
During year	0		0
At the end of year	0		0
(iv) Details of deposits which are not in compliance with requirements of chapter v of act		Nil

b. Details of money accepted form the Directors of the Company and repayment thereof (under the proviso to Rule 2(1)(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014:

During the year under review, the company has not accepted any amount of money from its directors neither made any repayments to directors of any amount borrowed from them. However, pursuant to the Business Succession Agreement dated November 11, 2017 executed between the Proprietor of M/s Priti International and the Company, the below unsecured loans were taken over by the company and the same were repaid by the company by issue of equity shares of Rs. 10 each at a premium of Rs. 65:

S. No.	Name of Unsecured Lender taken over	Amount of Loan (In Rs.)	Repayment by way of issue of shares (in No.)
1.	GOVERDHAN DAS LOHIYA HUF	83,98,050	1,11,974
2.	RITESH LOHIYA HUF	88,69,950	1,18,266
3.	RITESH LOHIYA	52,07,400	69,432
	Total	2,24,75,400	2,99,672

a) BUY BACK OF SECURITIES

Your Company has not bought back any of itssecurities during the year under review.

b) SWEAT EQUITY

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

c) BONUS SHARES

Your Company has not issued any Bonus Shares during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

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

e) RIGHT ISSUE OF SECURITIES

Your Company has not issued any right shares during the period under review. Further the company has made two Private placements offer on dated 18.11.2017 and 05.12.2017 respectively

ORDER OF COURT

No orders are passed by the regulators or courts or Tribunals impacting the going concern status of your company''s operation in future.

22. DISCLOSURE OF COMPOSITION OF COMMITTEES AND PROVIDING VIGIL MECHANISM Audit Committee

The composition of the Audit Committee is in conformity with the provision of the Section 177 of the Companies Act, 2013 and pursuant to Regulation 18 of the Listing Regulations.

The Audit Committee comprises of:

S. No.	Name	Category	Designation
1.	Mr. Pankaj Baheti	Independent Non-Executive Director	Chairperson
2.	Mr. Goverdhan Das Lohiya	Executive Director	Member
3.	Mr. Mahak Singhvi	Independent Non-Executive Director	Member

The members of Audit Committee are financially literate and have requisite accounting and financial management expertise. The term of reference of the Audit Committee and the particulars of the meetings held and attendance there at are mentioned in the Corporate Governance Report forming part of the Annual Report.

During the year 2 (Two) Committee meetings were convened and held on the following date:

S.no	Day and date
1.	Saturday, December 23, 2017
2.	Wednesday, March 28, 2018

and the details of the Meetings attended by each member as follows :

S.	Name	No of Committee Meeting
No.		Entitle to Attend	Attended
1.	Mr. Pankaj Baheti	2	2
2.	Mr. Goverdhan Das Lohiya	2	2
3.	Mr. Mahak Singhvi	2	2

Vigil Mechanism/Whistleblower Policy

In accordance with the Section 177(9) of the Act read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rule, 2014 framed there and in accordance with Regulation 22 of the Listing Regulations, the Company has a Whistleblower Policy in place for its Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides for protected disclosures for the whistle blower. Discolsures can be made through e-mail or letter to the Whistle Officer or to the Chairperson of the Audit Committee.

Mr. G.D. Lohiya- Director & Chairperson was appointed as Vigil Mechanism Officer of the Company. No Complaint has been raised by any of Company''s Directors or Employees during the financial year under review.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration of Committee is in conformity with the provision of the Section 178 of the Companies Act, 2013 and pursuant to Regulation 19 of the Listing Regulations. The Nomination and Remuneration of Committee comprises of

S. No.	Name	Category	Designation
1.	Mr. Pankaj Baheti	Independent NonExecutive Director	Chairperson
2.	Mrs. Leela Lohiya	Non-Executive Director	Member
3.	Mr Mahak Singhvi	Independent NonExecutive Director	Member

The Company has Nomination and Remuneration Policy, which provide the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is disclosed under "Annexure IV".

During the year 2 (Two) Committee meetings were convened and held on the following date :

S.no	Day and date
1.	Saturday, December 23, 2017
2.	Wednesday, March 28, 2018

and the details of the Meetings attended by each member as follows :

S. No.	Name	No of Committee Meeting
S. No.	Name	Entitle to Attend	Attended
1.	Mr. Pankaj Baheti	2	2
2.	Mrs. Leela Lohiya	2	2
3.	Mr Mahak Singhvi	2	2

Stakeholders Relationship Committee

The Stakeholder''s Relationship Committee is in conformity with the provision of the Section 178(5) and 178 (6) of the Companies Act, 2013 and pursuant to Regulation 20 of the Listing Regulations. The Committee comprises of:

S. No.	Name	Category	Designation
1.	Mrs. Leela Lohiya	Non-Executive Director	Chairperson
2.	Mrs. Priti Lohiya	Managing Director	Member
3.	Mr. Ritesh Lohiya	CFO-cum-Director	Member

During the year one Committee meeting were convened and held on dated Saturday, December 23, 2017 and the details of the Meeting attended by each member as follows:

S.	Name	No of Committee Meeting
No.		Entitle to Attend	Attended
1.	Mrs. Leela Lohiya	1	1
2.	Mrs. Priti Lohiya	1	1
3.	Mr. Ritesh Lohiya	1	1

23. DETAILS ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of rule 9 of the Companies (Accounts) Rules, 2014 your directors report that your company is not covered under the provisions of Section 135 of the Companies Act, 2013 hence is not particulars to offer for expenses known as CSR expenses.

24. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence Corporate Governance Report is not required to be attached to this Annual Report.

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

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 Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and complied with the provisions of the same.

The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your Directors, further, state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2017-18, the Company has received no complaint on sexual harassment.

26. ACKNOWLEDGMENT

Your Directors wish to express their grateful appreciation to the continued co-operation and financial assistance received from the Bankers and all other authorities.

Your Directors acknowledge the support and co-operation received from the employees and whole management team.

For & on Behalf of Board of Directors of

Priti International Limited

RITESH LOHIYA PRITI LOHIYA

(CFO-cum-Director) (Managing Director)

DIN: 07787331 DIN: 07789249

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