Equity Analysis

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 company's 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 (‘IPO') 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 Expenses" to "Funding the working capital requirements" 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 Rules"), the Company is required to transfer following amounts and shares to Investor Education and Protection Fund ("IEPF Authority") 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 ("IPO") of INR 30,05,000 and subsequent transfer of the said amount from "Issue Related Expenses" 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.

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

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).

13. 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 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.

14. 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 Auditors' 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 ‘Emphasis of Matter' on the working and operations of the Company and the response of your director on them are as follows:

" We 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 re- appointed Ms. Reeptika Barmera, Practicing Company Secretary (C.P. No. 16551, FCS Membership No. 11280), Jodhpur, who has confirmed her eligibility for the said re- appointment, to conduct the Secretarial Audit of the Company for FY 2024-25.

16. interna! 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

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.

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 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.

The Statutory Auditors of the Company have reported unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting for the FY 2024.

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.

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

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.

22. 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 "Remuneration of Directors"), which forms part of this Annual Report.

23. Related Party Transactions

All Contracts, Arrangements and T ransactions entered by the Company during FY 2024 with related parties ("RPTs") 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 Company's 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 ("RPT Policy"). 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 director's report as under:

C. Foreign Exchange Earnings and Outgo:

The details for foreign exchange earnings and outgo for the FY 2024 are as under:

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 Company's 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/).

A. 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.

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

Appointments / Re-appointments

• 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

• 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.

• 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 re- appointment of Ms. Tamanna Kumar is subject to approval by the members of the Company at this ensuing Annual General Meeting.

• 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

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 Directors' Databank maintained with the Indian Institute of Corporate Affairs.

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 Company's future operations.

31. Details on Corporate Social Responsibility (CSR)

During the year under review, the Company was under an obligation to form?late 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/upioads/2024/02/CSR-POLiCY-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

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.

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/upioads/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 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 financia! 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.