Purohit Construction Ltd

To,

The Members,

PUROHIT CONSTRUCTION LIMITED

Your directors present 33rd Annual Report together with the Audited Financial Statements and Auditors' Report thereon for the year ended on 31st March, 2024.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

2. OPERATIONS / STATE OF AFFAIRS :

Due to economic downturn, the total income of the Company has been reduced from Rs. 120.43 Lakh in previous year to Rs. 0.05 Lakh in current year. Consequently, the Loss before tax of the Company has been decreased from Rs. 76.06 Lakhs to Rs. 43.98 Lakhs and Loss after Tax decreased from Rs. 75.77 Lakhs to Rs. 46.24 Lakhs in the current financial year.

3. DIVIDEND:

In view of losses, the Board of directors do not recommend any payment of dividend for the financial year under review.

4. AMOUNT TRANSFERRED TO RESERVES:

During the year, Company has not transferred any amount to reserves.

5. DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during financial year under review.

The Details of loans accepted by the Company from Directors are as under:

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company, to which the financial statements relate i.e. 31st March, 2024 and the date of the Board's Report.

7. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business.

8. CHANGES IN SHARE CAPITAL:

During the year under review, there was no change in the Company's issued, subscribed and paid - up equity share capital. As on 31st March, 2024, it stood at Rs. 4,40,56,000/- consisting of 44,05,600 equity shares of Rs. 10/- each.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

9.1 Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, Shri Saumil Narendrabhai Purohit (DIN: 01861110), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. The Board recommends his reappointment.

9.2 As on 31.03.2024, following are the Key Managerial Personnel of the Company:

Mr. Narendra Purohit - Chairman and Managing Director

Mr. Saumil Narendrabhai Purohit - Managing Director and CFO Mr. Nishitkumar Sandhani - Company Secretary & Compliance Officer

9.3 Declaration by Independent Directors

Pursuant to the provisions of Section 134 of Companies Act, 2013 with respect to the declaration given by the Independent Directors of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149 (6) and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they were not aware of any circumstances or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties.

9.4 Policy on Appointment and Remuneration of Directors, KMP and Senior Management Personnel.

The Policy of the Company on Appointment and remuneration of Directors, Key Managerial Personnel and other employees of the company pursuant to sub - Section (3) of Section 178 is appended as Annexure 1 to this Report. The Policy has been posted on the website of the Company http://www.purohitconstruction.com/InvestorRelations.aspx.

9.5 Familiarization Programme for Independent Directors:

The policy and details of familiarization programme imparted to the Independent Directors of the Company are available on the website of the Company at the link: http://www.purohitconstruction.com/InvestorRelations.aspx

9.6 Formal Annual Evaluation Process by Board:

Pursuant to the provisions of Companies Act, 2013 and Rules made thereunder, Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Company has in place a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The Board after taking into consideration the criteria of evaluation laid down by the Nomination and Remuneration Committee in its policy such as Board Composition, level of involvement, performance of duties, attendance etc. had evaluated its own performance, the performance of its committees, individual directors and Independent Directors (excluding the Director being evaluated) and that of the Chairman. The performance evaluation of Non-Independent Directors was carried out by the Independent Directors in their separate meeting held.

The Board of Directors was satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134 (5) of the Companies Act, 2013, in relation to financial statements for the year the Board of Directors state that:

(a) In the preparation of Annual Accounts for the period ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have 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 Loss of the Company for the year ended March 31, 2024.

(c) The Directors have 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;

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

11. NUMBER OF MEETINGS OF BOARD:

During the year under review, five meetings of the Board of Directors were held on 17th May, 2023, 14th August, 2023, 31st August, 2023, 9th November, 2023, and 12th February, 2024. This intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Details of Directors' attendance in Board Meetings held during year are set out below:

12. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Details pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 2 to this report.

In terms of provisions of Section 136(1) of the Act, the Annual Report excluding the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being sent to the members of the Company. The said information is open for inspection at the registered office of the Company during working hours except on Saturday and Sunday till the date of Annual General Meeting and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. CORPORATE GOVERNANCE:

Since the paid-up share capital and net worth of the Company do not exceed Rupees Ten Crore and Rupees Twenty Five Crore respectively as on the last day of previous financial year, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, shall not apply to the Company. Hence no corporate governance report is disclosed in this Annual Report. However, as a good corporate governance practice, the Company has been complying some of the important compliance in connection with the aforesaid provisions / regulations voluntarily.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure 3.

15. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

All Transaction entered into with the Related Parties during the financial year under the review were on arm's length basis and were in the ordinary course of business.

The Policy on materiality of related Party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website http:// www.purohitconstruction.com/InvestorRelations.aspx

The summary of related party transaction is given in AOC-2 is annexed herewith as Annexure 4 which forms part of this report.

16. AUDITORS AND AUDITORS' REPORT:

16.1 STATUTORY AUDITORS:

M/s. Naresh J. Patel & Co., Chartered Accountants (Firm Reg. No. 132988W), were appointed as Statutory Auditors of the Company for a term of five years to hold office till the conclusion of the Annual General Meeting to be held for the Financial Year 2026-27.

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer and they have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

16.2 INTERNAL AUDITORS:

The Board on the recommendation of Audit Committee had appointed M/s. Paresh Rupabhinda & Associates, Chartered Accountants (FRN: 135056W) as an Internal Auditors for the financial year 2024-25.

16.3 SECRETARIAL AUDITORS:

The Board on the recommendation of Audit Committee has appointed M/s. Parikh Dave & Associates, Practicing Company Secretaries as the Secretarial Auditors for the financial year 2024-25.

The report of Secretarial Auditors for the FY 2023- 2024 is annexed as Annexure 5. Their report does not contain any adverse remark or observation.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently.

The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines.

The Audit Committee of the Company periodically reviews the adequacy of internal financial controls.

18. SECRETARIAL STANDARDS:

The Board of Directors of the company confirms to the best of their knowledge and belief that the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India as amended from time to time and made applicable by the Ministry of Corporate Affairs during the financial year under review.

19. INDUSTRIAL RELATIONS:

The Company has maintained cordial relations with the employees of the Company throughout the year. The Directors wishes to place on record sincere appreciation for the services rendered by the employees of the Company during the year.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

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

21. RISK MANAGEMENT:

The Company has formulated the Risk Management Policy in order to safeguard the organization from various risks through timely actions and to mitigate the effect of risk bearing impact on the Business.

In the opinion of the Board there has been no identification of element of Risk that may threaten the existence of the Company.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees, Investment made if any, are mentioned in notes to the Financial Statement.

23. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual Return of the Company for the financial year ended March 31, 2024 shall be placed on the Company's website at www.purohitconstruction.com.

24. AUDIT COMMITTEE:

As on 31st March, 2024 the Audit committee consist of following directors as its members:

During the year under review, four committee meetings were held on (1) 17th May, 2023 (2) 14th August, 2023 (3) 09th November, 2023 (4) 12th February, 2024 which has been attended by all the members.

The recommendations of Audit Committee were duly accepted by the Board of Directors.

25. NOMINATION AND REMUNERATION COMMITTEE:

31st March, 2024 the Nomination and Remuneration committee consist of following directors as its members:

During the year under review, One committee meetings were held on 17th May, 2023 which has been attended by all the members.

26. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

31st March, 2024 the Stakeholder's Relationship Committee consist of following directors as its members:

During the year under review, One committee meetings were held on 17th May, 2023 which has been attended by all the members.

27. SUBSIDIARIES COMPANIES , ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company doesn't have any Subsidiaries, Associates or Joint Venture Companies.

28. SAFETY, HEALTH AND ENVIRONMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analysed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

(b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act, 2013 read with the rules made thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism for directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. The policy is available on the website of the Company http://www.purohitconstruction.com/ InvestorRelations.aspx

It is affirmed that no personnel of the Company have been denied access to the Audit Committee during the year under review.

30. MAINTENANCE OF COST RECORDS AND COST AUDIT:

The Company is not required to maintain any cost records prescribed under section 148 of the Companies Act, 2013 and rules made thereunder and hence cost audit is also not applicable.

31. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace.

The Company has an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints were received during the year.

This policy is posted on the website of the http://www.purohitconstruction.com/Investor Relations.aspx

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

The Statement of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant to provisions of 134 of the Companies Act, 2013 is given in Annexure 6 to this Report.

33. CODE OF CONDUCT:

The Company has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company's website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

34. CODE OF FAIR DISCLOSURE:

As required under the new Insider Trading Policy Regulations of SEBI, your directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider. For details, please refer to the company's website on following link http://www.purohitconstruction.com/InvestorRelations.aspx

35. ENHANCING SHAREHOLDERS' VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2013 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2013.

37. 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 ALONGWITH THE REASONS THEREOF.

During the year under review, there were no 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.

38. INSURANCE:

The Company has taken adequate insurance to cover its assets.

39. LISTING:

Your company's shares are listed with The BSE Limited, Mumbai. (Stock Code: - 538993) and Ahmedabad Stock Exchange Limited (scrip code: - PCL). The Company has already paid Annual Listing fees to BSE Limited.

40. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

41. ACKNOWLEDGMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, vendors and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.