Equity Analysis

Dear Shareholders, Your directors are pleased to present the 18^th Annual Report together with the Audited Financial Statements and Auditors’ Report thereon for the year ended March 31, 2024.

The summarized financial performance highlights are as mentioned below:

(Rs. In lakhs)

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

During the year under review your company has earned total income of Rs. 5,199.85 Lakhs (Previous year Rs. 5,061.43 Lakhs) whereas the consolidated total income stood at Rs. 6,413.77 Lakhs (Previous year Rs. 5,119.11 Lakhs). The Company continues to operate only in one segment i.e. Manufacturing of Plastic products and supply of promotional products.

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2024.

The Company has not transferred any amount to the General Reserves. However, a profit of Rs. 370.10 lakhs have been transferred to Reserves & Surplus.

5. INITIAL PUBLIC OFFERING AND STATE OF THE COMPANY’S AFFAIRS:

During the year under review, your company has come up with an Initial Public Offer by fresh issue of 24,24,000 Equity Shares of face value Rs. 10 each at issue price of Rs. 63/- per equity share (including a premium of Rs. 53 per equity share), Consequently 90,35,000 equity shares were listed on NSE Emerge i.e., SME platform of National Stock Exchange of India Limited (NSE) with effect from September 13, 2023.

Further after the closure of financial year, the company has made the following changes in the capital structure of the Company.

1. Increased the Authorised Share Capital of the Company from Rs. 11,00,00,000/- (Rupees Eleven Crores) divided into 1,10,00,000 (One Crore Ten lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakh) divided into 1,25,00,000 (One Crore Twenty-Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each by creation of 15,00,000 (Fifteen Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each ranking pari passu with the existing Equity Shares of the Company.

2. Allotment of 19,36,168 equity shares at an issue price of Rs. 123.50/- each, including a premium of Rs. 113.50/- each pursuant to the preferential issue on July 05, 2024.

3. Allotment of 6,00,000 Fully Convertible Equity Warrants at an issue price of Rs. 123.50/- each, upon receipt of an amount aggregating to Rs. 1,85,25,000/- at a rate of Rs. 30.875 (being 25% of the issue price per warrant) as warrant subscription price, to the allottees.

Consequently, the Authorized Share Capital of the Company stood at Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs) divided into 1,25,00,000/- (One Crore Twenty-Five Lakh) equity shares of Rs. 10 /- each and the Subscribed and Paid-up Share Capital of the Company stood at Rs. 10,97,11,680/- (Rupees Ten Crore Ninety-Seven Lakh Eleven Thousand Six Hundred Eighty) divided in to 1,09,71,168 (One Crore Nine Lakh Seventy-One Thousand One Hundred Sixty-Eight) equity shares of Rs. 10/- each.

As at date of this Report, the Company has one wholly owned subsidiary, namely, Pramara Promotions Pvt Ltd-Hongkong. The company does not have any associate or Joint Venture.

During the year, Essel Marketing Promotions (Shenzhen) Co. Limited, a step-down subsidiary of the Company was liquidated on March 28, 2024, the Board of Directors reviewed the performance of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report.

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors’

Report.

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors’ Report.

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at www.pramara.com.

Pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015, the Company has adopted (1) ‘’Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Fair Disclosure Code") incorporating a policy for determination of "Legitimate Purposes" as per Regulation 8 and Schedule A to the said regulations and (2) "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons" as per Regulation 9 and Schedule B to the said regulations.

Your Company’s assets are adequately insured against all major risks.

Your Company has not accepted any Public Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 are not applicable to the Company.

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied consistently and made judgements 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;

c) The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

In accordance with the provisions of section 139 of the Companies Act, 2013 and the rules made thereunder M/s Satya Prakash Natani & Co. Chartered Accountants Firm Registration No. 115438W the Statutory Auditors of the company were appointed on September 30, 2022 to hold office for the tenure of 5 years from the conclusion 16^th AGM till the conclusion of 21^st AGM of the company. The Auditors have further confirmed that they are not disqualified to continue as Statutory Auditors of your Company.

The Auditors’ Report does not contain qualification remark and the Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Company was not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been appointed

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Prachi Bansal and Associates Company Secretary, to undertake the Secretarial Audit of the Company for FY 2023-24. Secretarial Audit Report for FY 2023-24 is enclosed as Annexure A to this report.

Due to recent listing of equity shares of the Company and non-availability of the experienced staff/consultants, the non-compliances were occurred, for which the company has taken corrective steps and has ensured such non-compliances will not occur in future.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, M/s. A.D Sheth & Associates Chartered Accountants (FRN: 134274W) was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2023-2024.

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company’s operations in future.

The Board met 11 (Eleven) times during the financial year 2023-24. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board carried out an annual performance evaluation of its own performance and that of its committees and independent directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors in a Separate Meeting held on March 23, 2024. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee. Based on performance of the board as a whole and its committees were proactive, effective and contributing to the goals of the Company.

Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm’s length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in Form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. The details of the transactions with Related Party are provided in the accompanying financial statements.

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sheetal Lamba, Whole-time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Mr. Utsav Sumantkumar Bhavsar was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. September 03, 2024 who shall hold office up to the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160 of the Companies Act, 2013 from a member proposing his appointment as Director. He is proposed to be appointed as an Independent Director for a period of five years i.e., to hold office up to September 02, 2029.The Board of Directors proposes to regularize his appointment by way of passing special resolution.

The requisite particulars in respect of Director seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

The details relating to changes in directors and key managerial personnel during the year under review are as under:

The designation of Mr. Sanket Lamba, Director (DIN: 09744427) was changed from Executive Director to Non-Executive Director w.e.f. April 14, 2023.

Ms. Pooja Sodhani (DIN: 10093004), Independent Director of the Company of the company has resigned from directorship of the Company w.e.f April 17, 2023.

Mr. Dalpat Chand Mehta was appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f April 17, 2023 and was subsequently regularised as an Independent Director in the Extra-ordinary General Meeting held on May 23, 2023.

Mrs. Sheetal Lamba was re-designated as Whole-time Director of the Company, pursuant to the Resolution passed at the Meeting of the Board of Directors of the Company on May 16, 2023.

Mr. Mohan Bavkar, Company Secretary of the Company has resigned w.e.f. April 14, 2023 and pursuant to the provisions of section 203 of the Companies Act, 2013 and applicable provisions of listing regulations, the Company has appointed Ms. Vanita Pednekar as Company Secretary of the Company w.e.f. April 17, 2023.

Ms. Vanita Pednekar as Company Secretary of the Company was also appointed as compliance officer of the Company w.e.f. May 16, 2023.

However, after the Closure of Financial Year Mr. Suhail Abbas Motlekar, Independent Director of the company has resigned from directorship of the Company w.e.f. September 03, 2024, due to transition into a different role with the Company.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

With an objective of strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees. Details of such Committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

Your Company has zero tolerance towards sexual harassment at the workplace and have 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 the Rules thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company’s website at www.pramara.com

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-B to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to investor@pramara.com.

The particulars under Section 134(3)(m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure-C to the Report.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise. ii) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. iii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director of the Company. iv) Change in the nature of business of the Company v) Issue of debentures/bonds/warrants/any other convertible securities. vi) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016. vii) Instance of one-time settlement with any Bank or Financial Institution.

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government departments, their Local Authorities and other agencies working with the Company for their guidance and support.