Your directors have pleasure in presenting the 37^thDirector's Report of your Company together
with the Audited Statement for the financial year ended, 31st March, 2025.

The summary of operating results for the year ended 31st March, 2025 is given below:

FINANCIAL HIGHLIGHTS

(Rupee in Lakh)

1. STATE OF COMPANY'S AFFAIRS

Standalone Income from operations during the financial year ended 31st March 2025 was at Rs.
508.17 Lakhs as against Rs 2382.36 Lakhs representing and decreases by 21% over the
previous year. Profit after Tax for the year under review amounted to Rs. 134.45 Lakhs as against
Rs. 521.21 Lakhs.

Consolidated Income from operations during the financial year ended 31st March 2025 was at
Rs. 1046.82 Lakhs as against Rs 4535.06 Lakhs representing and decreases by 23% over the

previous year. Profit after Tax for the year under review amounted to Rs. 130.55 Lakhs as against
Rs. 539.24 Lakhs.

2. CHANGE IN THE NATURE OF BUSINESS

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

3. DIVIDEND

To conserve resources of the Company and in view inadequate profits, the directors do not
recommend any Dividend for the year ended 31.03.2025.

4. TRANSFER TO RESERVES

The Board of Directors proposed to Rs. 134.45/- Lakh to General Reserve Account

5. MANAGEMENT DISCUSSION & ANALYSIS

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

6. CHANGES IN SHARE CAPITAL

Authorized Share Capital

There has not been change in Authorized Share Capital of Company.

Issued, Subscribed and Paid-Up Share Capital

There has not been Change in Issued, Subscribed and Paid-Up Share Capital of Company.

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

The Company has One Subsidiary and three Associate Firm Viz. M/S Prerna Infrabuild and Prerna
Solitaire Infra Llp, SOMPRERNA SOLITAIRE INFRA LLP, Vipreja Projects LLP as on 31st March, 2025.
There are no joint venture companies within the meaning of Section 2(87) of the Companies Act, 2013
(“Act”) AND AOC 1 AS PER ANNEXURE C.

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

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

9. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The information of meetings of the Board of Directors and Committees as held during the
financial year 2024-25 is provided under clause 2 (b) of the Corporate Governance Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied
them consistently and made judgments and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company as at 31stMarch, 2025 and of the
profits of the Company for that period.

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

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

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

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

11. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on 10th February
2025, discussed inter-alia,

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

Company as a whole.

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

Non-Executive Directors.

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

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

12. DIRECTORS & KEY MANAGERIAL PERSONAL

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

Re-appointment of Mr. Vijay Shah (DIN 00038062), as Managing Director and CEO for period of 5
years of the Company subject to the approval of Members.

Re-appointment of Mr. Sanket Shah (DIN 00038121), as Managing Director and CFO for period of 5
years of the Company subject to the approval of Members.

Re-appointment of Mrs. Nalini Shah (DIN 00119538), as Whole-Time Director of the Company for
period of 5 years of the Company subject to the approval of Members.

13. CORPORATE GOVERNANCE

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

14. PERFORMANCE EVALUATION

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

15. LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid
listing fees to the Stock Exchange for the year 2024-25.

16. DEPOSITS

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

17. RISK MANAGEMENT

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

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Corporate Social Responsibility (“CSR”) Committee has been constituted in accordance with
Section 135 of the Companies Act. The details required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, with respect to the CSR Committee and an
Annual Report on CSR activities undertaken during the financial year ended March 31, 2025 are
appended as Annexure G to this Report. The CSR Policy is available on the website of the
Company at www.prernagroup.com . The Company has not participated in any direct or indirect
political contributions and/ or charitable contributions/sponsorships.

19. STATUTORY AUDITORS AND AUDITORS REPORT

M/S Shah & Jhalawadia, Chartered Accountants (Firm Registration No: 0140590W) the statutory
auditors of the Company, will hold office till the conclusion of the 42 nd Annual General Meeting
of the Company. The Board has recommended to appoint of M/S Shah & Jhalawadia, Chartered
Accountants as the statutory auditors of the Company, for a term of FIve year, from the
conclusion of the thirty-seven Annual General Meeting scheduled to be held in the year 2025 till
the conclusion of the Forty Second Annual General Meeting to be held in the year 2030, for
approval of shareholders of the Company, based on the recommendation of the Audit Committee

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

20. Secretarial Auditors and Secretarial Standards

The Secretarial Audit was carried out by Mr. Gautam Virsadiya (M No: FCS-12366, CP No: 19866),
M/s. GKV & Associates, a firm of Practicing Company Secretaries, Ahmedabad, Gujarat for the
financial year 2024- 25. The report issued by the secretarial auditor is annexed in Annexure-D and
forms integral part of the Board's Report. There has been qualification, reservation or adverse
remark in their Report.

In terms of Regulation 24(A) of SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015 as amended from time to time, the Company has obtained the Secretarial Compliance
certificate from Mr. Gautam Virsadiya (M No: FCS-12366, CP No: 19866), M/s. GKV & Associates,
M/s. GKV & Associates, a firm of Practicing Company Secretaries, Ahmedabad, Gujarat is annexed
in Annexure- D and forms part of the Annual Report and the same was also intimated to the Stock
Exchanges where the shares of the Company are listed.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, Company has obtained a certificate from Mr.
Gautam Virsadiya (M No: FCS-12366, CP No: 19866), ), M/s. GKV & Associates a firm of Practicing
Company Secretaries, Ahmedabad is annexed in Annexure-D and forms part of the Annual Report
and the same was also intimated to the Stock Exchanges where the shares of the Company are
listed.

Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India, New Delhi for the financial year ended March 31, 2025.

Further, your Directors in their meeting held on June 19, 2025, have appointed M/s. GKV &
Associates, Company Secretaries, Practicing Company Secretary, Ahmedabad, Gujarat as
Secretarial Auditors of the Company for a period of 5 (Five) consecutive years from the conclusion
of this 37th Annual General Meeting till the conclusion of the 42 nd Annual General Meeting (i.e.,
for FY 2025-26 to FY 2029-30), subject to the approval of the shareholder in the 37^th Annual
General Meeting of the company to be held on September 8, 2025.

Accordingly, a resolution has been proposed by the Board in the notice of the 37^th Annual General
Meeting in this regard.

M/s GKV & ASSOCIATES, Practicing Company Secretary has been appointed as the Secretarial
Auditor of the Company for the financial year 2024-25 as required under Section 204 of the
Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year
ended March 31st, 2025 is annexed herewith marked as Annexure D to this Report. The Secretarial
Audit Report contains an adverse remark which is dealt with as under:

21. COMMITTEES OF THE BOARD

Currently the Board has Four Committees:

a. Audit Committee,

b. Stakeholders' Relationship Committee,

c. Nomination & Remuneration committee.

d. Corporate Social Responsibility committee.

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

22. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

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

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

There were no additional investments made in Prerna Infrabuild and PRERNA SOLITAIRE
INFRA LLP, Somprerna LLP, Vipreja LLPduring the financial year ended 31st March 2025.

24. EXTRACT OF ANNUAL RETURN

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

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

26. INSURANCE

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

27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions done by the Company during the financial year were at arm's
length and in ordinary course of business. All related party transactions were reviewed and
approved by the Audit Committee. During the financial year 2024-25, your Company has not
entered into any material related party transaction as per the SEBI Listing Regulations with
any of its related parties. Disclosures pursuant to the Accounting Standards on related party
transactions have been made in the notes to the Financial Statements. As there were related
party transactions which were in the ordinary course of the business or not on arm's length
basis and also since there was no material related party transaction as stated above, disclosure
under Section 134(3) (h) in Form AOC-2 of the Companies Act, 2013 is available in Annexure F.

29. DECLARATION BY INDEPENDENT DIRECTORS

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

28. FAMILIARIZATION PROGRAMME

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

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

30. NOMINATION AND REMUNERATION POLICY

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

31. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION

A. Conservation of Energy

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

B. Technology Absorption

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

32. FOREIGN EXCHANGE EARNINGS AND OUT GO

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

33. EQUITY CAPITAL

a) BUY BACK OF SECURITIES

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

b) SWEAT EQUITY

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

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

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

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

SHARES IN SUSPENSE ACCOUNT

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

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

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

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

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

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

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

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

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

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

34. INTERNAL FINANCIAL CONTROLS

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

35. PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time, the
Company has adopted a Code of Conduct to Regulate, Monitoring & Reporting of Trading by
Insiders.

The Company has appointed Company Secretary of the Company as Compliance Officer, who is
responsible for setting forth procedures and implementation of the code of conduct for trading
in Company's securities. During the FY 2024-25 the Company has duly complied with the said
code.

Apart from this Code the Company has put in place Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI), Policy and procedures for inquiry
in case of leak of unpublished price sensitive information to ensure compliance with SEBI
Prohibition of Insider Trading Regulation (PIT Regulations) with the approval of the Board of
Directors. During the year, the Company regularly sent

informational e-mails to the specified Employees on topics including Do's and Don't's while
dealing with the securities of the Company and window open period/closed period to
familiarise, educate and remind them of the provisions of Share Dealing Code and SEBI PIT
Regulations.

Your Company is maintaining Structured Digital Database ('SDD'), the database of unpublished
price sensitive information (UPSI), shared internally and externally, with the intent of keeping
track as to who all were in the know of an UPSI before it became public.

36. INTERNAL CONTROL SYSTEM

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

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

No orders were passed by the Regulators or courts or T ribunals impacting the going concern
Status and Company's operation in future.

38. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Prevention of sexual harassment at the workplace is a critical issue that requires robust mechanisms
and proactive measures. The Vishakha Guidelines, established by the Supreme Court of India in 1997,
laid the foundation for addressing sexual harassment at the workplace. These guidelines were further
reinforced by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013(i.e. POSH Act). Your Company is committed to providing a safe and conducive work
environment to all its employees and associates. In compliance with POSH Act and rules made
thereunder, your Company has constituted Internal Complaints Committees (ICCs) covering all
workplaces to address complaints of sexual harassment. The company has put in place a Policy on
Prevention of Sexual Harassment (POSH) of Women at the Workplace, serving as guiding policies
dedicated to preventing and redressing incidents of harassment, ensuring complete anonymity,
confidentiality and fairness in the investigation process.

Regular awareness programs and training sessions are conducted to sensitize employees about
appropriate workplace behaviour and the consequences of harassment, thereby fostering a respectful
and inclusive workplace culture. To sum up, the Company has complied with the provision relating to
the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013. There are no instances of Harassment
reported during the year 2024-25 under Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

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As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013, your Company follows calendar year for annual filling with statutory authority.

39. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

40. DETAILS OF FRAUDS REPORTED BY THE AUDITORS

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

41. HUMAN RESOURCE

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

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

42. ACKNOWLEDGEMENT

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

Date: 07/08/2025 for, and on behalf of the Board

Place: Ahmedabad

SD/-

Vijay C Shah

Chairman and Managing Director
DIN: 00038062