CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for FY 2024-25 have been prepared in accordance with the applicable provisions of the Companies Act, 2013 (“the Act”), Indian Accounting Standards (Ind AS), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”). These statements will be presented to the Members at the forthcoming Annual General Meeting (“AGM”).

STATE OF THE COMPANY’S AFFAIRS

Your company is an independent retail wealth management services group in India and are amongst the top mutual fund distributors in terms of average assets under management (“AAUM”) and commission received.

Your company provide wealth management services to 19.28 lakhs unique retail investors through 33,308 MFDs on our business-to-business-to-consumer (“B2B2C”) platform and are spread across branches in 136 locations in 21 states in India, as on March 31, 2025. Your company offers a technology enabled, comprehensive investment and financial services platform with end-to-end solutions critical for financial products distribution and presence across both online and offline channels and digital wealth management (“DWM”) solutions through platforms, namely, FundzBazar, PrudentConnect, Policyworld and CreditBasket.

As on March 31, 2025, our assets under management from the mutual fund distribution business (“AUM”) stood at '1,03,515 crores with 96.7% of our total AUM being equity oriented. Our AUM has increased from '83,384 crores as on March 31, 2024 to '1,03,515 crore as on March 31, 2025, representing an increase of 24.1% with our equity oriented AUM increasing from '80,230 to '1,00,061 crore during the same period, representing an increase of 24.7%.

Our retail focus has helped grow the number of systematic investment plans (“SIPs”) handled by us from 25.53 lakhs as of March 31, 2024 to 32.90 lakhs as of March 31, 2025. Correspondingly, equity AUM from SIPs increased from '35,645 crores (representing 44.04% of our total equity AUM) as of March 31, 2024 to '43,802 crore (representing 43.78% of our total equity AUM) as of March 31, 2025. Our monthly SIP flows as of March 31, 2025 were '981 crore providing visibility of monthly inflows for our MFDs as well as the Company.

Our overall revenue from operations increased to '1,10,356.07 Lakh for Fiscal 2025 from '80,509.11 Lakh for Fiscal 2024, representing an increase of 37.07%. Our net profit for the year increased by '5689.40 lakhs or 41% to ' 19,564.52 lakhs for Fiscal 2025 from '13,875.12 lakhs for Fiscal 2024.

Further analysis of the Company’s operational performance is detailed in the Management Discussion & Analysis section of this Annual Report.

AWARDS

Our Company is certified as a ‘Great Place to Work’, which endorses the culture at our organization.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserve.

DEPOSITS

The Company has not accepted any deposits under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no outstanding deposits that are not in compliance with Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

On July 25, 2023, the Board of Directors of the Parent Company approved the scheme of amalgamation of Prudent Broking Services Private Limited (“PBSPL”), a wholly-owned subsidiary, with Prudent Corporate Advisory Services Limited (“PCASL”), effective from the appointed date of April 01, 2023 (the “Amalgamation Scheme”).

The Parent Company has received approval for the Scheme from the Office of the Regional Director (“RD”), North Western Region, Ministry of Corporate Affairs (“MCA”), Ahmedabad (Gujarat) vide confirmation order dated August 02, 2024. This order approved the Scheme of Amalgamation between Prudent Broking Services Private Limited (Transferor Company) with Prudent Corporate Advisory Services Limited (Transferee Company) and their respective shareholders and creditors in terms of Section 233 of the Companies Act, 2013 read with Rule 25 of The Companies (Compromise, Arrangement and Amalgamation) Rules, 2016.

DIVIDEND DISTRIBUTION POLICY

In compliance with Regulation 43A of the SEBI LODR Regulations, the Company adopted a Dividend Distribution Policy at its Board meeting held on May 12, 2021. The policy is available on the Company’s website at:

https://www.prudentcorporate.com/investorrelation.

DIVIDEND

The Board of Directors, at its meeting held on May 12, 2025, recommended a final dividend of '2.50 (Rupees Two and Fifty Paise only) per equity share of '5/- each (50%) for the financial year ended March 31, 2025, subject to approval by the Members at the ensuing AGM. The dividend will be payable to shareholders whose names appear in the Register of Members as on the Record Date.

CAPITAL STRUCTURE

There was no change in the capital structure during the year under review. Further, the Company has not issued:

• Any shares with differential rights as to dividend, voting, or otherwise;

• Any sweat equity shares RELATED PARTY TRANSACTIONS

During the year, your Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, SEBI (LODR) Regulations and applicable Accounting Standards, which were in the ordinary course of business and on arms’ length basis and in accordance with the policy on Related Party Transactions of the Company.

During the year, there was no material transaction with any related parties as per the Related Party Transactions Policy of the Company and/or any other related party transaction entered into by the Company that require disclosure in Form AOC-2, hence, disclosure in Form AOC-2 is not applicable to the Company.

The disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes to the financial statements provided in this Annual Report.

As required under Regulation 23 of SEBI (LODR) Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at

https://www.prudentcorporate.com/investorrelation.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements forming part of Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) Directors:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Sanjay Shah (DIN: 00239810), Managing Director is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment for shareholders’ approval.

During the financial year under review, the following changes occurred in the composition of the Board:

• Mr. Deepak Sood (DIN: 01642332) tendered his resignation as a Non-Executive Independent Director with effect from August 19, 2024, following his appointment as Whole-

Time Member (Non-Life) at the Insurance Regulatory and Development Authority of India (IRDAI).

• Mr. Dhiraj Poddar (DIN: 01946905) resigned as a NonExecutive Nominee Director effective September 30, 2024, consequent to the divestment of stake by TA FDI Investors Limited in the Company.

The Board and Management place on record their sincere appreciation for the invaluable guidance, support, and contributions made by Mr. Sood and Mr. Poddar during their tenure on the Board.

The Company has received declarations from all its Independent Directors confirming their compliance with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations. The Board affirms that the Independent Directors possess the appropriate balance of skills, experience, and expertise, and uphold the highest standards of integrity.

None of the Directors of the Company are disqualified under Section 164 of the Companies Act, 2013. Necessary disclosures, as required under Section 184 and other applicable provisions of the Act, have been duly made by all Directors.

All Independent Directors have registered themselves with the online databank maintained by the Indian Institute of Corporate Affairs (IICA) in accordance with regulatory requirements. Further, those Independent Directors who were not exempted have successfully undertaken the prescribed online proficiency selfassessment test within the stipulated timeframe.

A brief profile of the Director proposed to be re-appointed at the ensuing AGM, as required under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is included in the Notice convening the AGM. The resolution seeking the approval of shareholders for such re-appointment forms part of the Notice.

(B) Key Managerial Personnel

Pursuant to Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the following are the Key Managerial Personnel (KMP) of the Company:

• Mr. Sanjay Rameshchandra Shah - Chairman and Managing Director

• Mr. Shirish Govindbhai Patel - Whole-time Director & Chief Executive Officer

• Mr. Chiragkumar Bansilal Kothari - Chief Financial Officer

• Mr. Kunal Amrishbhai Chauhan - Company Secretary

During the year under review, there was a change in the designation of Mr. Chirag Ashwinkumar Shah from Whole-inter alia, the criteria for appointment and remuneration of Directors, KMPs, and Senior Management Personnel, as well as the Company’s approach to Board diversity. The Remuneration Policy is available on the Company’s website at: https://www.prudentcorporate.com/investorrelation.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has in place a Corporate Social Responsibility (CSR) Policy, which outlines its philosophy and guiding principles for undertaking CSR initiatives in accordance with the provisions of Sections 134 and 135 of the Companies Act, 2013. The CSR Policy is available on the Company’s website at: https://www.prudentcorporate.com/investorrelation

The Annual Report on CSR activities for the financial year 2024-25, as required under Section 134(3)(o) and Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure - 1.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - 2.

Mr. Chirag Ashwinkumar Shah, Non-Executive Director of the Company, did not draw any remuneration from the Company during the financial year 2024-25. However, he received remuneration amounting to '201 lakhs from Gennext Insurance Brokers Private Limited, a wholly owned subsidiary of the Company, during the same period.

STATUTORY AUDITORS

At the 21st Annual General Meeting held on September 26, 2024, the Members re-appointed M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W) as the Statutory Auditors of the Company for a second term of four (4) consecutive years, to hold office from the conclusion of the 21st AGM until the conclusion of the 25th AGM to be held in the financial year 2027-28. The remuneration payable to the Auditors shall be determined by the Board of Directors in consultation with the Auditors.

The Statutory Auditors have confirmed that they meet the criteria of independence as prescribed under the Companies Act, 2013. During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,

2014, the maintenance of cost records and audit is not applicable to the Company for the financial year 2024-25.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (LODR) Regulations, 2015, the Board appointed M/s. M.C. Gupta & Co., Practicing Company Secretaries (COP No. 1028) as the Secretarial Auditors of the Company for the financial year 2024-25.

The Secretarial Audit Report in the prescribed Form No. MR-3 for the Financial Year 2024-25 is annexed herewith as Annexure - 3 to this Report.

Further, the Company has submitted its Secretarial Compliance Report for the year ended March 31, 2025 to the Stock Exchanges in compliance with Regulation 24A of the SEBI (LODR) Regulations, 2015, confirming adherence to applicable SEBI regulations, circulars, and guidelines.

SUBSIDIARIES

As on March 31, 2025, the Company has the following wholly owned subsidiaries:

1) Gennext Insurance Brokers Private Limited;

2) Prutech Financial Services Private Limited;

The Company does not have any associate company or joint venture as defined under the Companies Act, 2013.

In compliance with Regulation 16(c) of the SEBI (LODR) Regulations, the Company has adopted a Policy on Determining Material Subsidiary, which is also available on the Company’s website. Based on the audited financial statements for the year ended March 31, 2025, Gennext Insurance Brokers Private Limited (GIBPL) qualifies as a material subsidiary of the Company. Policy on Material Subsidiary is uploaded on the website of the Company at https://www.prudentcorporate.com/investorrelation. As per Regulation 24A of Listing Regulations, the Secretarial Audit Report of GIBPL is annexed as Annexure - 4.

To comply with the provisions of Section 129 of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries of your Company (including their performance and financial position) in prescribed Form AOC-1 is annexed herewith as Annexure - 5. Further, contribution of subsidiary to the overall performance of your Company provided in Note No. 39 of the Consolidated Financial Statements.

Financial Statements of the above-mentioned subsidiary companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM between 11:00 A.M. to 5:00 P.M. as required under Section

136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company at https://www.prudentcorporate.com/investorrelation.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee (ICC) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, no complaint was received under the said Act.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy. The policy provides a platform for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s code of conduct. The mechanism also ensures adequate safeguards against victimization of individuals who avail the mechanism.

Details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms part of this Annual Report.

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors inter-alia monitors and reviews the risk management plan and such other functions as assigned from time to time.

Your Company has a robust Risk Management Policy, under which it manages Risk Management Framework, identifies and evaluates business risks and opportunities. The Company recognize that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. The Company has a strong Cyber Risk Management framework wherein cyber risk and mitigation controls are monitored by Technology Committee and Risk Management Committee of the Company. The Company has developed its digital infrastructure to enhance the Clients’ and Channel Partners’ interface with the Company. The Company maintains robust cyber security posture to protect the confidentiality and integrity of data.

The Board affirms that there are no risks which, in its opinion, threaten the existence of the Company.

our financial results and the strategic initiatives undertaken by the Company during FY2024-25.

Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 the Business Responsibility and Sustainability Report (BRSR) detailing the initiatives undertaken by the Company included as a part of this Annual Report. Consistent with the mandates of the SEBI (LODR) Regulations, 2015 this report is also available on the Company’s website for broader access. Stakeholders interested in understanding our commitment to sustainable business practices and corporate responsibility can view the BRSR at https://www.prudentcorporate.com/investorrelation. This accessibility ensures transparency and provides insights into how our operations align with broader environmental and social goals.

Corporate Governance Report

The equity shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited with effect from May 20, 2022.

Prudent Corporate Advisory Services Limited remains committed to upholding the highest standards of corporate governance, as laid down under the Securities and Exchange Board of India (SEBI) regulations and the Companies Act, 2013. The Company recognizes that good governance is a key driver of sustainable growth and is fundamental to enhancing stakeholder value. Our governance practices are founded on the principles of transparency, accountability, integrity, and ethical conduct.

In compliance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance forms an integral part of this Annual Report. The report outlines the Company’s governance framework, disclosures, and practices that reflect our continued commitment to comply with the requirements prescribed by SEBI.

Further, a certificate from M/s. M.C. Gupta & Co., Practicing Company Secretaries, Ahmedabad, confirming compliance with the conditions of corporate governance as stipulated under the SEBI (LODR) Regulations, 2015, has been obtained. The said certificate is annexed to the Corporate Governance Report and forms part of this Annual Report.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), both of which provide nationwide trading terminals. The Company has duly paid the annual listing fees for the Financial Year 2025-26 to both NSE and BSE.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2025, is available on the Company’s website at: https://www.prudentcorporate.com/investorrelation.

This disclosure reaffirms the Company’s commitment to maintaining transparency and facilitating easy access to statutory information for all stakeholders.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are given below:

A. Conservation of Energy

Your company, along with its subsidiaries, primarily offers financial services a sector not traditionally associated with high energy consumption. Despite this, we continuously explore avenues to reduce our operational carbon footprint, although the direct impact remains minimal due to the nature of our business activities. The Company evaluates the possibilities and various alternatives to reduce energy consumption and use of low energy consuming LED lightings is being encouraged. The Company recognizes the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in an environment friendly and energy efficient manner.

B. Technology absorption

The Company believes in leveraging technology to transform every dimension of its business. Investments in technology infrastructure is an important element of Company’s commitment to delivering seamless customer experience. Further, steps taken towards Energy Conservation are the result of technology absorption.

C. Foreign exchange earnings and Outgo

The details of foreign exchange earnings and outgo during the financial year under review are as follows:

During the financial year 2024-25, the Company earned foreign exchange of '69.19 lakhs and incurred an expenditure of '12.59 lakhs in foreign currency. In comparison, during the previous financial year 2023-24, the Company earned foreign exchange of '25.39 lakhs and incurred foreign currency expenditure of '20.64 lakhs.

GENERAL

Your directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

2. No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2024-25.

3. During the year, the Company is not required to avail credit rating(s) of Securities.

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Material Changes

No material changes or commitments have occurred between the end of the financial year and the date of this report which would affect the financial position of the Company.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company has not avail any loan from the directors of the company.

IMPLEMENTATION OF CORPORATE ACTION

The Company has not failed to implement any Corporate Actions within the prescribed timelines during the financial year.

INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

(A) Transfer of Unclaimed/Unpaid Dividend

Pursuant to the provisions of Section 124 of the Companies Act, 2013 (“the Act”) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(B) Transfer of Shares

Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has not been paid or claimed for last seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (“IEPF Account”) within a period of thirty days of such shares becoming due to be transferred.

There were no shares which were required to be transferred to the Investor Education and Protection Fund by the Company.