Your directors have pleasure in presenting their 42^nd Annual Report along with the
Standalone Audited Statement of accounts for the year ended on 31^st March, 2025 and
Auditors Report thereon.

ElMMClALRESUilS

The Standalone Financial Results for the year ended 31st March, 2025 are as under:

fAmount Rs. in Thousands')

The Textile division of the Company closed the operation Since July 2023 and Land &
Building as being given on rent.

Wind Power generation unit could not be fully utilized as the power generate could not be
captively consumed as Textile Division was closed.

The Company has to sale out the power generated to DGVCL at predefined rate which is
significantly lower than the billing rate. As a result of all these factors, Company incurred
loss of Rs. 2002.337/- Thousands during the F.Y. 2024-25 ( P.Y. loss was Rs 3583.853
Thousands.)

DISCLOSURES UNDER SECTION 134f31 OF THE COMPANIES ACT. 2013

1. Section 134133(a) EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, as amended, Annual Return in
Form MGT-7 will be/has been placed on Company’s web site and can be accessed at
www.prashantindia.info.The web link for the same is

http://www.prashantindia.info/html/Financialresults/ANR25.pdf.

2. Section H34C33(M NUMBER OF PQARP MEETINGS;

During the Financial Year under review, 10 [Ten] Meeting of the board of directors of the company
was held on following dates to transact the business of company in accordance with the provision
of the Act and rules made there under.

Particulars of director's attendance at Board Meetings and Committee Meetings as required under
Secretarial Standard is enclosed at Annexure-I forming part of the Board Reports.

3. Section 134(3)(c) DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) read with sectionl34(5) of the Companies Act,
2013 Directors state that:—

a. in the preparation of the annual accounts, for the financial year ended March 31, 2025 the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

b. the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of F.Y. 31^st March, 2025 and of the profit and loss
of the company for that period;

c. 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;

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

e. 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.

f. 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.

4. Section 134f31fcal DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUP-SECTK>N U2) QF SECTION H43 QTHEK THAN THOSE WHICH ARE REPQRTAPLE TO
THE CENTRAL GOVERNMENT;

The Directors state that no fraud by Company has been committed nor any fraud on the Company
by its officers/employees has been noticed during the Financial Year 2024-25.

The Auditors have not reported any fraud by the Company or any fraud on the Company by its
officers/employees to the Audit Committee and to the Board of Director during the Financial Year.

There is no fraud exceeding the limit prescribed and auditor has not filed any report of fraud to
the Central Government under Section 143 (12) of Companies Act, 2013 during the F.Y. 2024-25.

5. Section 134C3)(d) DECLARATION BY INDEPENDENT DIRECTORS

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

6. Section 134f31fei COMPANIES POLICY ON DIRECTORS APPOINTMENT. REMUNERATION

AND INDEPENDENCE

As required by Section 178(1), 178(3) Company has constituted Nomination and Remuneration
Committee which formulate the criteria for determining qualification, positive attribute and
independence of a director and has recommended a policy to the Board relating to remuneration
of directors. Key Managerial Personnel and other employees and Board is implementing the same.
The policy is placed on website of the company can be assessed at web link
http://prashantindia.info/html/DDR46.html

7. Section 134f31ffl BOARD COMMENTS OR EXPLANATION ON QUALIFICATION
RESERVATION OR ADVERSE REMARK BY AUDITOR OR PRACTICING COMPANY SECRETARY

(i) The qualifications made by Auditor in their report -

• Material uncertainty related to Going Concern -

[li)The other remarks made by Auditor in their report under the head Significant accounting
poliries-

Note No. 1. II (a) Regarding non accounting for gratuity, leave encashment and bonus liability
contrary to provision of Companies Act, 2013 and Ind AS-10 issued by ICAI -

It is the consistent policy of the company to account for such liability on cash basis and will be
accounted only when they crystallize.

Note No. 1. II (d) under the head going concern has been clarified.

(iii) SECRETARIAL AUDITORS REMARKS:

Remarks of Secretarial Auditor are self-explanatory and needs no comment by the Board.

8. Section 134(3)te) PARTICULARS QF LOANS. GUARANTEES QR INVESTMENTS

Company is not an Investment Company and has not made investment through any layers of
investment Companies, Section 186(1) of Companies Act, 2013 is not applicable to the Company.

Company has not given any loan to any person or body corporate, given guarantee or provided
security in connection with loan to any body corporate and person nor acquired shares or
security of any other body corporate in excess of limits specified in section 186(2)(c) of
Companies Act, 2013, said provisions are not applicable to the Company.

9. Se.ctmn-13.4(3arh)PMXiCU.LA]^aF-CQ^J.RA.C.lS-Q(LABRAN.GEMEM.IS.-WJI.H-RElAT.6P.
PARTIES

All the related party transaction entered into during the financial year 2024-25 were at an arm’s
length basis and in ordinary course of business, except sale of Land & Building of Textile Division
to M/s Shantilon Poly private Limited. The audit committee has recommended to the Board and
Board has entered into this transaction subject to approval of Members at ensuing Annual
General Meeting.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior
omnibus approval is obtained for related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm’s length basis. A statement giving
details of all related party transactions is placed before the Audit Committee on a quarterly basis
for its review. The details of the transactions with related parties are also provided in the
accompanying financial statements.

Disclosures for related party transactions, as required under Section 134(3) (h) read with
section 188 of the Companies Act, 2013 in prescribed Form AOC-2 is annexed as 'Annexure - II’
with this report.

The company has approved policy on Related Party Transaction and policy is placed on website
of the company can be assessed at web link http://prashantindia.info/html/DUR46Jitml .

10. Section 134f3im STATE OF COMPANY’S AFFAIRS:

The company was engaged in Textiles and Wind power generation business during the
F.Y. 2024-25.The revenue of the company during the Financial Year declined to Rs. 3028.727/

- Thousands Compared to previous year revenue of Rs. 4343.341/- Thousands. The Decline in
revenue was mainly due to closure of Textile Division.

Further due to closure of Textile Division Power generated by Wind Power Division was not
captively consumed and Company was required to sold power to DGVCL at pre-determined rate
which was substantially low compared to billing rate.

The useful life of Wind Power generator came to an end and contract with GETCO for wheeling
of Power generated by Wind Power Division has also came to an end. Further GEDA had
informed the Company for decommissioning of operation of Wind Turbine generator which has
completed 25 years of operation. The Company has discontinued operation of Wind Power
Division and is in the process of discarding machineries of the said unit as Scrap.

The company incurred loss of Rs. 2002.337/- Thousands as compared to previous year Loss of
Rs. 3583.853/- Thousands.

11. Section 134f3im TRANSFER TO RESERVES:

Your Directors do not recommend to transfer any amount to reserve as there is a loss.

12. Section 134f31fkl DIVIDEND

Due to loss the directors do not recommend any dividend for the year ended 31^st March
2025 (Previous Year also Nil).

13. Section 13413)11) MATERIAL CHANGES BETWEEN THE PATE OF THE BOARD REPORT
AND END OF FINANCIAL YEAR

There are no material changes & commitments which have occurred after Balance Sheet date
till the date of the report affecting the financial position of the company.

14. CHANGE IN DIRECTORS:

During the year:

Mr. Parth Mahendrakumar Pandya (DIN: 08825905) was appointed as an Independent
Director for a term of three consecutive years, effective from August 27, 2024.

Mr. Prabhudas Mohanbhai Gondalia (DIN: 00014809) was reappointed as Managing Director
and Key Managerial Personnel of the Company for a period of five years, effective from
September 1,2024.

Mr. Harsukhbhai Mohanbhai Gondalia (DIN: 00014805), who retired by rotation, was
reappointed as Director at the said AGM.

Mr. Haribhai Becharbhai Malvia (DIN: 00042683) due to Completion of second term of 5 (five)
years as an Independent Director, ceased to be a Director w.e.f. the close of business hours on
September 28,2024.

There were no other appointments or resignations of Directors or Key Managerial Personnel
during the period.

After the closure of the year:

Mr. Harsukhbhai Mohanbhai Gondalia (DIN: 00014805), Non Executive and Non Independent
Director of the Company resigned as Director w.e.f. the close of business hours on May 29,
2025.

The Board, subject to approval of shareholders, has appointed:

(i) Mr. Hiren Hasmukh Shah (DIN: 11104153) as an Additional Director and Non¬
Executive Independent Director on the Board of the Company to hold office for a term
of 5 (Five) years from May 31, 2025 to May 30, 2030

(ii) Mrs. Nishtha Harivanshi Pamnani (DIN: 10881910) as an Additional Director and Non¬
Executive Independent Director on the Board of the Company to hold for a term of 5
(Five) years from May 31,2025 to May 30, 2030

Further, the Board proposed appointment of Mr. Haribhai Becharbhai Malvia (DIN: 00042683)
as Non-Executive Non Independent Director w.e.f. July 1, 2025 for the approval of by
shareholders at ensuing Annual General Meeting.

The Board recommends their appointment.

15.Seclion.l3.4X3JXnU.C.QJ^S]ERMIIQNJ3E-ENERCLYi-IJ£.CliN.QlQ(LYj.AJ5SQJ&PTlQJ^.EQBJELGN
EXCHANGE AND OUTGO

The relevant particulars are given in prescribed form annexed as ANNEXURE III to this report

16. S&du?lLl3.4£3ifjlJJUSKMAN.A.GE.MEN.'LPQLlCYi

Your Company is exempt from reporting on compliance with the corporate governance
provisions as specified in regulations 17, [17A,] 18,19, 20, 21,22, 23, 24, [24A], 25, 26, [26A,],
27 and clauses (b) to (i)[and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.
Company is also exempt under regulation 21 of SEBI (Listing Obligation and Disclosure
requirements) Regulations, 2015 from reporting on risk management.

Your Company do not fall into category of Top 1000 listed entities, determined on the basis of
market capitalization, as at the end of the immediate previous financial year, Company is
exempt from constitution of Risk Management committee, under the provisions of Companies
Act, 2013.

The board is fully aware of Risk Factors and is taking preventive measures wherever required.
Risk Management Policy has been placed on website of the Company.

17. Section 134f31fo) CORPORATE SOCIAL RESPONSIBILITIES fCSRl POLICY:

The Provisions of CSR under section 135 of the Companies Act, 2013, read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules 2014, your company do not fulfill
the threshold limits of Turnover of Rs. 1000 Cr. Or Net Profit of Rs. 5 Cr. and Net Worth of Rs.
500 Cr. Hence are not applicable to your company.

18. Sectiop 134f3)fpl FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its

Committees and Directors. The Nomination and Remuneration Committee (NRC) has also
formulated criteria for determining qualifications, positive attributes and independence of
Directors in terms of Section 178(3) of the Act

The Board has carried out an Annual Evaluation of its own performance and the performance
of individual Directors, as well as evaluation of Committees of the Board, in line with the policy
framed by Nomination and Remuneration Committee (NRC). Annual Evaluation Policy has
been placed on website of the Company.

19. Sgglion_134^£^{a)-QlT.HER.i^.TTERS

Pursuant to provisions of Section 134(3) (q) read with Rule 8(5) of the Companies (Accounts)
Rules 2014 the Board hereby reports as under

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

This has already been reported under the head Financial Highlights

2. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Textile division of the Company closed the operation Since July 2023 and Land &
Building as being given on rent

Wind Power generation unit could not be fully utilized as the power generate could not be
captively consumed as Textile Division was closed.

There is no any other change in the nature of business carried on by the company compared
to the previous year.

3. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Company has appointed Mr. Parth Mahendrakumar Pandya (DIN: 08825905) as an
Independent Director. He is Practicing Company Secretary with extensive experience in
corporate governance, regulatory compliance, and legal advisory for businesses across
various industries, and a strong background in company law, securities regulations, and
secretarial audits, Mr. Parth Mahendrakumar Pandya has been instrumental in guiding
companies through complex legal landscapes, ensuring full compliance with statutory
obligations.

4. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES;

As on March 31, 2025, the Company has no subsidiary, joint venture or associates.

Further during the year there is no Company which became or ceased to be the subsidiary,
joint venture or associates of your Company. Therefore, disclosure under first proviso to
Section 129(3) in prescribed form AOC-1 is not applicable to your company.

5. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, excepting
Inter corporate loan/ Deposit which are exempt from Deposit under said rules. Required
disclosure is as under:

(a) Accepted during the year; Nil

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) There has been no default in repayment of deposits or payment of interest thereon
during the year. In case of default, number of such cases and the total amount involved-

(i) At the beginning of the year; Nil

(ii) Maximum during the year; Nil

(iii) at the end of the year; Nil

6. THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF CHAPTER V OF THE ACT;

Company has not accepted any deposits which are not in compliance with the requirements
of chapter v of the Act.

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

No material order has been passed by Regulators, Courts or Tribunals against the company
during the financial year 2024-25, impacting the going concern status and companies
operations in future.

8. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial
transactions. During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed. The report of auditors on Internal
Financial Control is attached with Audit Report.

9. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

The Company do not satisfy the criteria of threshold limits specified for maintenance of cost
records/cost audit as specified by the Central Government under sub-section [1) of Section 148
of the Companies Act, 2013, the said provisions are not applicable to Company.

10. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under.
Your Company is not required to constitute an Internal Complaints Committee across its
commercial offices and manufacturing sites as number of employees is less than 10.

Details required to be disclosed under the provision of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013, are as under:

C.Y. P.Y.

No. of Complaints pending for disposal at the beginning - NIL NIL

No. of Complaints received during the financial year NIL NIL.

No. of complaints disposed off during the financial year NIL NIL.

No. of complaints pending for disposal at the end of financial year NIL NIL.

11. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XI PROCEEDING UNDER IBC

In the opinion of, and to the best of Knowledge of Board of Directors of Company, the Company
has not filled any application under the Insolvency and Bankruptcy Code, 2016 during the year

nor any proceedings against the Company is pending under the Insolvency and Bankruptcy
Code, 2016, as at the end of Financial Year 2024-25.

12. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XII VALUATION DIFFRENCE
SETTELMENT

Your Company has not entered into one time settlement with Banks or Financial Institutions
during the Financial Year hence the details of difference between the 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 is not applicable.

13. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

a. Remuneration to Directors and KMP: As required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required
details is annexed as ANNEXUREIV and V to this report.

b. None of the employee was in receipt of remuneration exceeding the limit as stated in
rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

c. The company has no employees (not being directors or their relatives) who are posted
and working outside India drawing remuneration of more than Rs. 60 lacs p.a or Rs. 5
lacs p.m during the financial year.

SEC 131 VOLUNTARY REVISION OF FINANCIAL STATEMENT OR BOARD REPORT

The Company has not revised the Financial Statement or Board Report for three preceding financial
years.

DISCLOSURES UNDER RULE 3M1 OF THE COMPANIES fACCOHNTSl RULES. 2014 OF THE
COMPANIES ACT, 2013 QN AUDIT TRAIL

The company has used accounting software for maintaining its books of accounts for the financial year
ended 31^st March, 2025 which has a feature of recording audit trails (edit log) facility and the same has
operated throughout the Financial Year for all the relevant transactions recorded in the software.
There was no instance of audit trail feature being tampered with during the financial year. As proviso
to Rule 3(1) of the Companies (Accounts) Rules, 2014 Company has Complied with statutory
requirement for record retention.

DISCLOSURE UNDER MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT. 2006
Company has no outstanding dues for more than 45 days as on financial year end date to MSME.

PJ&QUAUFICAT1QNQFPJRE.C.T.Q-RS

Pursuant to provisions of Section 164(2) (b) and Section 167 of the Companies Act 2013 the company
has received a declaration from directors that none of them are disqualified to hold post as director of
the company.

DISCLOSURE UNDER SECTION 177.178 COMMITTEES OF THE BOARD

a. Audit committee:

Information about Audit Committee is provided under the head Corporate Governance Report
attached with this report.

b. Nomination and Remuneration Committee

Information about Nomination and Remuneration Committee is provided under the head
Corporate Governance Report attached with this report.

c. Stakeholders and Investor Grievance Committee

Information about Stakeholders and Investor Grievance Committee is provided under the head
Corporate Governance Report attached with this report.

d. Vigil Mechanism committee

The Company has framed vigil mechanism in terms of The Companies Act, 2013 and the same
may be accessed on the Company's website. Further, every employee of the Company can
directly report to the Chairman of the Audit Committee when she / he becomes aware of any
actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act
not in the Company’s interest.

Details of members of each committee has been placed on website of the company and can be
assessed at web page link http://prashantindia.info/html/DUR46.html.

CHANGES IN SHARE CAPITAL. IF ANY;

Your Company has not issued any kind of Shares during the financial year ended on 31^sl March, 2025.
There is no change in authorized, issued, subscribed and paid up share capital of the company during
the financial year ended on 31^st March, 2025.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014 The Company has not
issued Equity Shares with differential rights.

DISCLOSURE REGARDING ISSUE OF SWEATS EQUITY SHARES;

In terms of Rule 8 of Companies (Share Capital and Debentures) Rules 2014 the Company has not
issued sweat Equity shares during the Financial Year 2024-25.

DISCLOSURE UNDER SECTION 62C1MM REGARDING ISSUE QF EMPLOYEE STOCK OPTION AND

EMPLOYEES STOCK PURCHASE SCHEMES;

As per Section 62(l)(b) of the Companies Act 2013 read with Rule 12 of Companies (Share Capital and
Debentures) Rules 2014, the Company has not issued Employee Stock Options during the Financial
Year 2023-24.Therefore disclosure of particulars as required under Rule 11(9) of Companies (Share
Capital and Debentures) Rules 2014 is not applicable.

BUY-BACK OF SHARES

The company has not purchased its own shares during the financial year therefore details required to
be disclosed as per Rule 16 of Companies ( Share Capital and Debentures ) Rules 2014 is not applicable.

REDEMPTION QFJPJUEFERENflE-SMRESAND-.DEBENTURES

Pursuant to Section 164(2) and 167(1) and Schedule V Part 2 of Companies Act 2013 company has not
issued any preference shares or debentures and there is no redemption of any preference shares or
debentures during the F.Y. 2024-25.

INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2025 there is no outstanding amount of unpaid or unclaimed dividend. Hence no amount
nor any shares are required to be transferred to IEPF during the F.Y. 2024-25.

DISCLOSURE iiNDERi>ECTJQN-13SL31C.QNEQLlDA.TED.EJNAN.ClAL.S.TAXEMENT

Since your Company has no subsidiary, associate or joint ventures companies, provisions of
consolidated financial statements under section 129(3) and disclosure in form AOC-1 under Rule 5 of
the Companies (Account) Rules 2014 are not applicable.

NOMINATION OF DIRECTORS BY SMALL SHAREHOLDERS

The company has not received name of any candidate to be nominated by small shareholders as
provided in section 151 of the Companies Act, 2013.

AUDITORS:

At the 39^th Annual General Meeting held on 15^th September, 2022, M/s. Gheewala & Co., Chartered
Accountants (FRN: 115746W), Surat were appointed as the Statutory Auditors of the Company for a
second term to hold office till the conclusion of the 44^th Annual General Meeting to be held in the year
2027.

Subsequently, M/s. Gheewala & Co., Chartered Accountants, tendered their resignation with effect
from 12/11/2024, resulting in a casual vacancy in the office of Statutory Auditors of the Company. In
accordance with the provisions of Section 139(8) of the Companies Act, 2013, the said casual vacancy
was Filled by the appointment of M/s. Soni Jhawar & Co., Chartered Accountants (FRN: 110386W),
Surat, by the members of the Company at the Extraordinary General Meeting held on February 10,
2025, to hold office from the conclusion of that meeting until the conclusion of the ensuing Annual
General Meeting. Hence, their term as Statutory Auditors expires at ensuing Annual General Meeting.

Based on the recommendations made by the Audit Committee of the Company and subject to approval
of the Members of the Company at the ensuing 42^nd Annual General Meeting, recommended
appointment of M/s. Ashish Bhoola & Co., Chartered Accountants (Firm Registration No.: 120609W
and Peer Review Certificate No.: 020102 valid till 29/02/2028) as the Statutory Auditors of the
Company for a term of Five Years to hold office until the conclusion of the Annual General Meeting to
be held in the year 2030.

Company has received certificate from the statutory auditor to the effect that they are not disqualified
as laid down in Section 141 of Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed
J1TENDRA RAMANLAL BHAGAT, Company Secretary in Practice to hold the office of the Secretarial
Auditors and to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended
March 31, 2025, in prescribed form MR 3 is annexed as ‘Annexure - VI’ to this report.

Annual Secretarial Compliance report as per Regulation 24A (2) of SEBI (LODR) Regulation, 2015 is
not applicable to the Company hence appointment of Secretarial Auditor at AGM is not applicable to
the Company.

INTERNAL AUDITOR;

Company has introduced Internal Financial Control System which ensures proper Internal Audit of
Financial Transactions.

M/s Devendra Gheewala & Co., Chartered Accountants (FRN: 115563W), Surat resigned from the office
of Internal Auditor of the Company w.e.f, October 23, 2024 and Mr. Jagdish V. Rana, Tax Consultant
Appointed as an Internal Auditor of the Company w.e.f. January 25, 2025.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

The Company has complied with Secretarial Standards 1, relating to Board Meetings and Secretarial
Standard 2 related to General Meeting respectively.

Secretarial Standard 3 issued by the Institute of Company Secretaries of India on declaration and
payment of Dividend is not applicable as Company has not declared any dividend during the year.

Company has not failed to complete or implement any corporate action within the specified time limit
nor has cancelled corporate action announced by the company during the financial year.

DISCLOSURES AS PER ITEM lOfll OF PART C OF SCHEDULE V OF THE SECURITIES EXCHANGE
BOARD OF INDIA fUSTING OBLIGATIONS AND DISCLOSURE REQUIREMENT! REGULATIONS.
2015.

No disqualification of directors certificate from company secretary in practice for the financial year
ended March 31,2024, is annexed as ‘Annexure VII ’ to this report

DISCLOSURES UNDER LISTING AGREEMENT AND SEBI (LQPR) REGULATIONS, 2Q15 CLAUSE 32

mm

I. Shares of the company are not delisted

II. Stock Exchange has not suspended securities of the company from trading during the
financial year

III. Equity Shares of the company are listed on Bombay Stock Exchange. The company has also
paid listing fees for FY 2025-26 to the Stock Exchange.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The company has system of performance evaluation of independent directors as per norms laid down
by Nomination and Remuneration Committee such norms for evaluation of performance of
Independent Directors has been placed on website of the company www.prashantindia.info.

REMUNERATION POLICY FOR DIRECTORS. KMP AND OTHER EMPLOYEES

Relevant particular are given under the head corporate governance report attached with this report.
Remuneration policy for directors, KMP and other employees has been placed on Company website

www.prashantindia.info.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The familiarization program for independent directors was conducted by the Company during the
year.

VIGIL MECHANISM fWHISTLE BLOWER POLICY!

Company has made adequate arrangements and developed mechanism for Whistle Blowers. The
policy on Whistle Blowers has been placed on Company website www.prashantindia.info. and can be
assessed at web page link http://prashantindia.info/html/DUR46.html.

MATERIAL SUPSIP1ARIES

Your company has no subsidiaries.

POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

The company has framed policy for dealing with related party transactions in consultation with audit
committee. The policy on related party transactions has been placed on Company website
www.prashantindia.info. and can be assessed at web page link

http://prashantindia.info/html/DUR46.html.

DECLARATION OF CEO REGARDING COMPLIANCE BY BOARD MEMBERS

Said declaration is attached as ANNEXURE VIII to this report
REMUNERATION Of DIRECTORS

Necessary details are attached in corporate governance report.

COMPLIANCE WITH ACCOUNTING STANDARDS

Please refer corporate governance report attached with this report

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments:- Company is operating in Textile Industry and Wind
Power.

(b) Opportunities and Threats:- The textile industry is passing through recession. The Textile
division of the Company closed the operation Since July 2023 and Land & Building as being given
on rent

Wind Power generation unit could not be fully utilized as the power generated could not be
captively consumed as Textile Division was closed.

Segment wise or product wise Performance: - Company operates in two segments.

(1) Textile

The Company is in the process of disposal of Land & Building of the Textile Division.

(2) Wind Power Generation

Due to closure of Textile Division Power generated by Wind Power Division was not captivley
consumed and Company was required to sold power to DGVCL at pre-determined rate which
was substantially low compared to billing rate.

The use full life of Wind Power generator came to an end and contract with GETCO for wheeling
of Power generated by Wind Power Division has also came to an end. Further GEDA had
informed the Company for decommissioning of operation of Wind Turbine generator which has
completed 25 years of operation. The Company has discontinued operation of Wind Power
Division and is in the process of discarding machineries of the said unit as Scrap.

(c) Outlook: - The Management is striving hard to wipe out the past debt from the books of the
company so that Company can raise long term fund form prospective Investor.

(d) Risks & Concerns: -Due to closure of Textile Division and Wind Power Division, Company is
expecting to incur a very heavy cash losses.

(e) Internal control systems and their adequacy: - Company has developed adequate internal
control system and looking to the size of the company said system is operating adequately and
effectively.

(f) Discussion on financial performance with respect to operational performance; -The
Financial performance is reported in director's report. Company is negotiating for settlements
with secured creditors.

(g) Human Resources Management Initiatives:-AU the efforts are made to rationalize its
manpower and make effective use of the same.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with
Corporate Governance as specified in regulations 17,17A, 18,19,20,21,22, 23,24,24A, 25,26, [26A,],
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are
not applicable to the Company as paid up share capital doesn’t exceed Rs.10 Crore and net worth
doesn’t exceed Rs 25crores.

However certain important information as required under corporate governance rules are attached as
ANNEXUREIX

AUDITORS CERTIFICATE FOR COMPLIANCE WITH CORPORATE GOVERNANCE

Certificate from auditors regarding non applicability of compliance of conditions of corporate
governance is annexed as ANNEXURE X.

DIVIDEND DISTRIBUTION POLICY

Disclosure requirements under regulation 43 SEBI (listing obligations disclosure requirements), 2015
on dividend distribution policy is not applicable to the company

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT

Company has no demat suspense account or unclaimed suspense account and other disclosure thereof
are not applicable.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING fBRSRl

Since your company do not fulfill the conditions prescribed for business responsibility and
sustainability reporting Regulation 34 (2) (f) is not applicable.

INSURANCE

All Inventories and Fixed Assets including Buildings, Plant and Machinery etc., are adequately insured.
INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and
employees at all levels.

ACKNOWLEDGMENT

The Directors express their sincere thanks to the employees, customers, suppliers, company’s bankers
and members of the company for their continued support

For & On Behalf of the Board of Directors
PRASHANT INDIA LIMITED

Sd/-

Prabhudas Mohanbhai Gondalia
Chairman & Managing Director
DIN:00014809

Place: Palsana
Date: 31^st May, 2025

Regd Office: Block No.456, National Highway No. 8,

Palsana Char Rasta, Palsana, Taluka-Palsana,

District-Surat 394315

Email:cs.prashantindia@gmail.com
Website: www.prashantindia.info