Directors Report of Prabhhans Industries Ltd.

Mar 31, 2025

Your directorâs have pleasure in presenting their 31^st Directors'' Report on the business and operations of Prabhhans Industries Limited (âthe Companyâ) together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The standalone financial performance of the Company for the financial year ended March 31, 2025 is summarized below:

Particulars	2024-25 (INR in Lakhs)	2023-24 (INR in Lakhs)
Revenue from operations	8,693.58	5,249.60
Other Income	1.23	11.37
Total Income	8,694.81	5260.97
Total Expenditure	8,363.34	5054.03
Profit/(Loss) before exceptional and extraordinary items and tax	331.47	206.94
Less: exceptional and extraordinary items
Profit / (Loss) before taxation	331.47	206.94
Less: - Current Tax	93.09	70.93
- Income Tax (Earlier years)	-	-
- Deferred Tax	11.11	0.08
Profit/(Loss) after Tax	227.27	135.93
Earnings per equity shares in Rs.	3.64	2.18

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS

â¢ The Revenue from operations increased from the last financial year 2023-24. The revenue generated from operations amounted to INR 8,693.58/- in F.Y. 2024-25 as compared to F.Y. 2023-24, in which revenue generated was amounted to 5,249.60/-.

â¢ The Company has made a profit in the FY 2024-25 of INR 227.27/- lakhs as against the profit of INR 135.93/- Lakhs in F.Y. 2023-24.

3. SHARE CAPITALA. AUTHORIZED CAPITAL AND CHANGES THEREON IF ANY:

The Authorized Share Capital of the Company is INR 12,00,00,000/- (Indian Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crores Twenty Lakhs) Equity shares of INR 10/- (Indian Rupees Ten Only).

During the period under review, there was no change in Authorized Share Capital of the Company.

However, subsequent to the closure of the financial year and up to the date of this report, the Company increased its Authorized Share Capital from INR 6,50,00,000/- (Indian Rupees Six Crore Fifty Lakhs Only) divided into 65,00,000 (Sixty Five Lakhs) Equity Shares of INR 10/- (Indian Rupees Ten Only) each to INR 12,00,00,000/- (Indian Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crores Twenty Lakhs) Equity shares of INR 10/- (Indian Rupees Ten Only) in its Extra-Ordinary General Meeting held on July 05, 2025.

B. PAID UP CAPITAL AND CHANGES THEREON, IF ANY:

The Issued, Subscribed and Paid-up Share Capital stands at INR 6,24,82,400/- (Indian Rupees Six Crores Twenty-Four Lakhs Eighty-Two Thousand and Four Hundred Only) divided into 62,48,240 (Sixty-Two Lakhs Forty-Eight Thousand Two Hundred and Forty) Equity Shares of INR 10/- (Rupees Ten Only) each.

During the period under review, the Board of Directors, in its meeting held on March 20, 2025, approved a proposal to raise funds up to INR 40,00,00,000/- (Rupees Forty Crores Only) by way of a Rights Issue of Equity Shares to the eligible equity shareholders of the Company, as on the record date, in accordance with applicable laws, including the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the terms approved, the Rights Issue will be offered in the ratio of 4 equity shares for every 5 existing equity shares held by eligible shareholders (i.e., in the ratio of 4:5). The detailed terms of right issue including the procedure for applying in the right issue will be specified in the letter of offer which will be sent by the company to the eligible shareholders holding equity shares of the Company as on the record date in due course.

Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.

Issue of sweat equity shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

4. DEPOSITS

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 ofthe Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the Directors have submitted declarations confirming that the unsecured loans provided by them to the Company were given out of their own funds.

5. DIVIDEND

The Board of Directors did not recommend any dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid / unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The provisions of above section are not applicable to the Company since no dividend was lying in unpaid dividend account.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the year under review, the Company has transferred INR 227.27/- Lakhs into the Reserve of the Company as on March 31, 2025.

8. CHANGE IN THE NATURE OF BUSINESS. IF ANY

During the reporting period, there has been no change in the nature of Business.

9. REVISION OF FINANCIAL STATEMENT. IF ANY

There was no revision in the financial statements of the Company.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your Company has the following Directors and Key Managerial Personnel:

S. No

Name of Director

Designation

DIN

Date of Appointment

Date of Resignation

Ms. Harjot Kaur Chawla

Non-Executive

Director

09523946

03.10.2022

Ms. Jaspreet Singh

Independent

Director

09523955

03.10.2022

3	Ms. Parminder Kaur	Non-Executive Director	09525971	30.05.2022	-
4	Mr. Satnam Singh	Managing Director	09526002	30.05.2022	-
5	Mr. Sunny Aggarwal	Independent Director	10237154	13.07.2023	11.11.2025
6	Mr. Rajesh Khurana	Independent Director	09771144	20.03.2025	-
7	Mr. Satnam Singh	Chief Financial Officer	-	06.05.2022	-
8	Mr. Amit Kumar Sodhani	Company Secretary	-	22.07.2022	-

Following changes took place in the Board of Directors before the date of this report:

â¢ Mr. Sunny Aggarwal resigned as a Non-Executive Independent Director from the Board of the Company w.e.f. November 11, 2024.

â¢ Mr. Rajesh Khurana was appointed as an Additional Director (Non- Executive Independent Director) w.e.f. March 20, 2025 and was regularized as an Independent Director after the closure of Financial Year at the Extra-Ordinary General Meeting held on July 05, 2025.

Rotational Director:

As per the provisions of the Companies Act, 2013, Ms. Parminder Kaur (DIN: 09525971), Director, whose office is liable to retire by rotation in accordance with the provision of Companies Act, 2013 and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, total 09 (Nine) meetings of the Board of Directors were held. The following are the dates on which the said meetings were held:

â¢ May 28, 2024

â¢ August 14, 2024

â¢ September 05, 2024

â¢ November 13, 2024

â¢ February 05, 2025

â¢ February 08, 2025

â¢ February 11, 2025

â¢ March 06, 2025

â¢ March 20, 2025

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standard issued by the ICSI.

S. No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Ms. Harjot Kaur Chawla	Non-Executive Director	09	09	0
2	Ms. Jaspreet Singh	Independent Director	09	09	0
3	Ms. Parminder Kaur	Non-Executive Director	09	09	0

4	Mr. Satnam Singh	Managing Director	09	09	0
5	Mr. Sunny Aggarwal	Independent Director	03	03	0
6	Mr. Rajesh Khurana	Independent Director	-	-	-

12. BOARD COMMITTEE(S) AND THEIR MEETINGS THEREOF

Currently, the Board has following Committees:

â¢ Audit Committee

â¢ Nomination & Remuneration Committee

â¢ Stakeholder Relationship Committee.

The Composition of these Committees and relative compliances are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and applicable provisions of the Listing Regulations.

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairperson of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board for review from time to time. The Minutes of the Committee Meetings are sent to all members of the Committee individually and are placed before the Board for review from time to time.

A. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managementâs financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

During the year under review, four (4) meetings of the Audit Committee were convened and held on the dates mentioned below:

â¢ May 28, 2024

â¢ August 14, 2024

â¢ November 13, 2024

â¢ February 11, 2025

The maximum interval between any two meetings did not exceed 120 days.

The detail of the composition of the Audit Committee along with their meetings held/attended is as follows:

S. No.	Name of Member	Designation	No. of Meeting eligible to Attend	No. of Meeting Attended
1	Ms. Jaspreet Singh	Chairman, Independent Director	04	04
2	Ms. Parminder Kaur	Member, Non-Executive Director	04	04
3	Mr. Satnam Singh*	Member, Executive Director	01	01
4.	Mr. Sunny Aggarwal**	Member, Independent Director	01	01
5.	Mr. Rajesh Khurana***	Member, Independent Director	-	-
* Mr. Satnam Singh was removed from the Audit Committee by the Board of Director on May 28, 2024.				in its Meeting held
** Mr. Sunny Aggarwal, being an Independent Director appointed as the member of Audit Committee by
the Board of Director in its Meeting held on May 28, 2024 and automatically ceased to be member on its resignation.

*** Mr. Rajesh Khurana appointed as Non- Executive Independent Additional Director w.e.f. March 20, 2025 and become the member of the Audit Committee in the Board Meeting held on March 20, 2025.

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted within the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

During the year under review, One (1) meeting of the Nomination and Remuneration Committee was convened and held on March 20, 2025.

The detail of the composition of the Nomination and Remuneration Committee along with their meetings held/attended is as follows:
S. No.	Name of Member	Designation	No. of Meeting eligible to Attend	No. of Meeting Attended
1	Ms. Jaspreet Singh	Chairman, Independent Director	01	01
2	Ms. Parminder Kaur	Member, Non-Executive Director	01	01
3	Mr. Harjot Kaur Chawla*	Member, Non-Executive Director	-	-
4.	Mr. Sunny Aggarwal**	Member, Independent Director	-	_-
5.	Mr. Rajesh Khurana***	Member, Independent Director	01	01

* Mr. Harjot Kaur Chawla was removed from the Audit Committee by the Board of Director in its Meeting held on May 28, 2024.

** Mr. Sunny Aggarwal, being an Independent Director appointed as the member of Audit Committee by the Board of Director in its Meeting held on May 28, 2024 and automatically ceased to be member on its resignation.

*** Mr. Rajesh Khurana appointed as Non- Executive Independent Additional Director w.e.f. March 20, 2025 and become the member of the Audit Committee in the Board Meeting held on March 20, 2025.

C. Stakeholders Relationship Committee:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the year under review, One (1) meeting of the Stakeholder Relationship Committee was convened and held on March 20, 2025.

The detail of the composition of the Stakeholder Relationship held/attended is as follows:			Committee along with their meetings
S. No.	Name of Member	Designation	No. of Meeting eligible to Attend	No. of Meeting Attended
1	Ms. Jaspreet Singh	Chairman, Independent Director	01	01
2	Ms. Parminder Kaur	Member, Non-Executive Director	01	01
3	Mr. Harjot Kaur Chawla	Member, Non-Executive Director	01	01

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There is no material changes and commitment affecting financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, except as stated in this report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

Particulars of loan given, investment made, guarantees given and security provided under Section186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term âInternal Financial Control (IFC)â means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the Statutory Auditors.

16. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

17. CORPORATE GOVERNANCE:

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to a listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Therefore, the requirement to file a Corporate Governance Report with the Stock Exchange does not apply to the Company for the financial year 2024-25.

Since the Companyâs Paid-up Equity Share Capital not exceeding Rupees Ten Crore and Net Worth not exceeding Rupees Twenty-Five Crore, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Report on the Corporate Governance does not form part of this Boardâs Report.

18. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

19. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (âSEBI Listing Regulationsâ).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Company''s vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise , whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

20. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act, 2013 (âthe Actâ) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the âcriteria of Independenceâ as prescribed under Section 149 (6) of the Act and have submitted their respective declarations as required under Section 149 (7) of the Act and the Listing Regulations. In terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws.

21. SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Companyâs Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on March 20, 2025 for the Financial Year 2024-25.

22. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in âAnnexure-Iâ to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

23. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-Section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at âAnnexure IIâ.

24. POLICIES

The Company has adopted the following policies in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

â¢ Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

â¢ Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

â¢ Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

â¢ Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directorsâ Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companyâs code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particular of contracts or arrangements made with related parties pursuant to Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Form AOC-2 has been annexed to the Report as âAnnexure-IIIâ.

28. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

29. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

During the reporting period, the Company does not have any Subsidiary, Joint Venture or Associate Company. Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

31. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That 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) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis;

(e) That 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 and

(f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

32. AUDITORS & AUDITORâS REPORT

A. Statutory Auditor:

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held on 26^th September, 2022 at a remuneration plus applicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to time.

Auditorâs Report

The Auditorâs Report for financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditorsâ Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditorâs report is enclosed with the financial statements in this Auditorâs Report.

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

B. Secretarial Auditor:

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, at its meeting held on March 20, 2025, appointed M/s. Sulabh Jain & Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31, 2025, issued by the Practicing Company Secretary, contains certain observations, regarding delay in filing of a few e-forms with the Registrar of Companies and the appointment of an Independent Director after a gap of three months from the date of vacancy However, the composition of the Board, Audit Committee and Nomination and Remuneration Committee were duly complied with as on March 31, 2025.The Board of Directors has taken note of the same and affirms that the necessary steps have been initiated to strengthen the compliance framework of the Company. A copy of the Secretarial Audit Report in Form MR-3 is annexed to this Report.

C. Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

D. Internal Auditors:

Pursuant to provisions of Section 138 read with the rules made there under, the Board of Directors, at its meeting held on March 20, 2025, appointed Ms. Parminder Kaur as an Internal Auditor of the Company for the financial year 2024-25, to check the internal controls and the functioning of the activities of the Company and also recommends ways of improvement.

33. ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Annual Return as on March 31, 2025 will be uploaded on website of the Company at www.prabhhansindltd.in.

34. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companyâs website www .prabhhansindltd.in.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as âAnnexure - IVâ.

36. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decisionmaking in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

37. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the year under review, the details of complaints pertaining to sexual harassment received are as follows:

No. of complaints of sexual harassment received in the year	Nil
No. of complaints disposed off during the year	Nil
No. of cases pending for more than ninety year	Nil

38. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directorâs have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companyâs management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

39. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

40. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

41. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other

42. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)as and when they are made mandatory.

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of onetime settlement and valuation done while taking the loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

44. CAUTIONARY NOTE

The statements forming part of the Boardâs Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

45. STATEMENT ON OTHER COMPLIANCES

Your Directorâs state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

46. WEBSITE OF THE COMPANY

Your Company maintains a website www.prabhhansindltd.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

47. ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. The Directors wish to convey their appreciation to all ofthe Companyâs employees for their contribution towards the Companyâs performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

Mar 31, 2024

Your Directorâs have pleasure in presenting their 31^st Directors'' Report on the business and operations of Prabhhans Industries Limited (The Company) together with the Audited Financial Statements the Company for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS:

The standalone financial performance of the Company for the financial year ended March 31, 2024 is summarized below:

Particulars	2023-24 (INR in Lakhs)	2022-23 (INR in Lakh
Revenue from operations	5249.60	4844.23
Other Income	11.36	00
Total Income	5260.97	4844.23
Total Expenditure	5054.03	4658.81
Profit/(Loss) before exceptional and extraordinary items and tax	206.94	185.42
Less: exceptional and extraordinary items	0.00	0.00
Profit / (Loss) before taxation	206.94	185.42
Less: - Current Tax	70.94	39.48
- Income Tax (Earlier years)	-	-
- Deferred Tax	0.08	1.07
Profit/(Loss) after Tax	135.93	144.87
Earnings per equity shares in Rs.	2.18	2.32

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

â¢ The revenue from operations increased during current financial year 2023-24. The revenue generated from operations amounted to INR 5249.60 /- in F.Y. 2023-24 as compared to F.Y. 2022-23, in which revenue generated was amounted to 4844.23/-.

â¢ The Company has made a profit in the FY 2023-24 of INR 135.93/- lakhs as against the profit of INR 144.87/- Lakhs in F.Y. 2022-23.

3. SHARE CAPITAL:

There has been no change in the authorized, issued, subscribed and paid-up share capital of the Company during the current Financial Year and as on date of this report, the Authorized Share Capital of the Company stands at INR 6,50,00,000/- (Indian Rupees Six Crores Fifty Lakhs Only) divided into 65,00,000 ( Sixty Five Lakhs) Equity Shares of INR 10/- (Rupees Ten Only) each And issued, subscribed and paid-up share capital stands at INR 6,24,82,400/- (Indian Six Crores Twenty Four Lakhs Eighty Two Thousand and Four Hundred Only) divided into 62,48,240 (Sixty Two Lakhs Forty Eight Thousand Two Hundred and Forty) Equity Shares of INR 10/- (Rupees Ten Only) each.

A. Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of sweat equity shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

4. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the directors have given declaration that the Unsecured taken by the directors of the company have been taken from the own funds.

5. DIVIDEND:

The Board of Directors did not recommend any dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

(ii) AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

We do not propose to transfer any amount to general reserve.

(iii) CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the reporting period, there has been no change in the nature of Business

(iv) REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company.

(v) DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors and KMP:

S. No	Name of Director	Designation	DIN	Date of Appointment	Date of Appointmen t at current designation	Date of Resignation
1	Ms. Harjot Kaur Chawla	Non-Executive Director	09523946	03.10.2022	30.09.2023
2	Ms. Jaspreet Singh	Independent Director	09523955	03.10.2022	30.09.2023
3	Mr. Sathaiah Bathula	Independent Director	07277786	30.09.2015	30.09.2015	12.06.2023
4	Ms. Parminder Kaur	Non-Executive Director	09525971	30.05.2022	26.09.2022	-
5	Mr. Satnam Singh	Managing Director	09526002	30.05.2022	07.09.2023	-
6	Mr. Sunny Aggarwal	Independent Director	10237154	13.07.2023	30.09.2023	-
7	Mr. Satnam Singh	Chief Financial Officer	-	06.05.2022	06.05.2022	-
8	Mr. Amit Kumar Sodhani	Company Secretary	-	22.07.2022	22.07.2022	-

A. Following were Changes in Directors

â¢ Mr. Sathaiah Bathula resigned from the post of Director on 12.06.2023

â¢ Mr. Satnam Singh appointed as Managing Director on 07.09.2023.

â¢ Mr. Sunny Aggarwal appointed as Additional Independent Director on 13.07 2023 regularised on

30.09.2023.

â¢ Ms. Harjot Kaur Chawla appointed As Non-Executive Director on 03.10.2022 regularised on

30.09.2023.

â¢ Ms. Jaspreet Singh appointed as Independent Director on 03.10.2022 regularised on 30.09.2023.

(vi) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 09 (Nine) meetings of the Board of Directors were held. The dates on which the said meetings were held:

â¢ 03^rd May, 2023

â¢ 29^th May, 2023

â¢ 13^th July, 2023

â¢ 12^th August, 2023

â¢ 07^th September, 2023

â¢ 14^th November, 2023

â¢ 08^th February, 2024

â¢ 12^th February, 2024

â¢ 20^th March, 2024

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

A. Audit Committee

The Composition of Audit Committee is as follows:

S. No.	Name of Member	Designation
1	Ms. Jaspreet Singh	Chairman, Independent Director
2	Ms. Parminder Kaur	Member, Non-Executive Director
3	Mr. Satnam Singh	Member, Executive Director

the terms of reference of the Audit Committee inter alia include overseeing the financial reporting process, reviewing the financial statements and recommending the appointment of Auditors. All the recommendations made by Audit Committee were accepted.

During the year Five Audit Committee Meetings were held:

â¢ 29^th May, 2023,

â¢ 12^th August, 2023,

â¢ 14^th November, 2023,

â¢ 12^th February, 2024

â¢ 20^th March, 2024

B. Nomination and Remuneration Committee

S. No.	Name of Member	Designation
1	Ms. Jaspreet Singh	Chairman, Independent Director
2	Ms. Parminder Kaur	Member, Non-Executive Director
3	Mr. Harjot Kaur Chawla	Member, Non-Executive Director

During the year Two Nomination and Remuneration Committee Meetings were held:

â¢ 13^th July, 2023

â¢ 20^th March, 2024

C. Stakeholders Relationship Committee

The Composition of Stakeholder Relationship Committee is as follows:

S. No.	Name of Member	Designation
1	Ms. Jaspreet Singh	Chairman, Independent Director
2	Ms. Parminder Kaur	Member, Non-Executive Director
3	Mr. Harjot Kaur Chawla	Member, Non-Executive Director

During the year One Stakeholder Relationship Committee Meetings were held:

â¢ 03^rd May, 2023

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes in honesty, integrity, ethics, transparency and good conduct in its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

During the year under review, no material changes and commitments affecting financial position of the Company has occurred.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under section186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

its business, including adherence to the companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the Statutory Auditors.

15. CORPORATE SOCIAL RESPONSIBILITY:

16. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

17. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

18. BOARD EVALUATION:

The Meeting of Independent Director were held on 15^th January, 2024.

19. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act,

2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is given in âAnnexure-IIâ to this Report.

20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at (Annexure II).

21. Policies

Company has the following policies:

â¢ Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

â¢ Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

â¢ Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

â¢ Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particular of contracts or arrangements made with related parties pursuant to Section 188(1) is furnished in (AOC-2) and the same is attached to this report. (Annexure I).

23. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (CA) of the Companies Act, 2013.

24. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company does not have any Subsidiary, Joint Venture or Associate Company hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

27. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31^st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(d) That the directors had prepared the annual accounts for the financial year ended 31^st March,2024 on a going concern basis;

(e) That 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 and

(f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

28. AUDITORS & AUDITORâS REPORT:

a) Statutory Auditor:

The Auditorâs Report for financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditorsâ Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditorâs report is enclosed with the financial statements in this Auditorâs Report.

Auditorâs Report

b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vikas Verma & Associates Company Secretaries, to undertake the secretarial audit of the Company for the Financial Year 2023-24.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2024 does not contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (Annexure-IV)

c) Cost auditors:

d) Internal auditors

Pursuant to provisions of Section 138 read with the rules made there under, the Board has appointed Ms. Parminder Kaur as an Internal Auditor of the Company for the financial year 2023-24, to check the internal

controls and the functioning of the activities of the Company and also recommends ways of improvement. He has provided an Internal Audit Report of the Company for the financial year ended March 31, 2024. The Internal audit is carried out quarterly basis and the report is placed in the Audit Committee Meeting and Board Meeting for their consideration and direction.

29. EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at: www.prabhhansindltd.in

30. FAMILIARISATION PROGRAMMES

operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companyâs website: www.prabhhansindltd.in

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managementâs Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as âAnnexure - Vâ.

32. CODE OF CONDUCT:

33. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

34. RISK MANAGEMENT POLICY

35. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

36. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other

37. SECRETARIAL STANDARDS

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

40. CAUTIONARY NOTE

41. STATEMENT ON OTHER COMPLIANCES

Your directorâs state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

42. WEBSITE OF THE COMPANY:

ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. The Directors wish to convey their appreciation to all of the Companyâs employees for their contribution towards the Companyâs performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

By Order of the Board of Directors For Prabhhans Industries Limited

Sd

Sd Satnam Singh

Parminder Kaur Director

Director DIN: 09526002

.DIN: 09525971

Place: Punjab Date: 05.09.2024

Mar 31, 2014

The Members

The Directors present the 20th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL PERFORMANCE OF THE COMPANY (Amount in Rupees) Current Year Ended Previous Year Ended 31.03.2014 31.03.2013

Income

Income from operations Nil Nil

Other Income 8,60,056 1,80,165

Interest from Bank Nil Nil

Expenditure 12,78,166 6,45,204

Depreciation Nil Nil

Net Profit / (Loss) for the year (4,18,110) (4,65,039)

OPERATIONS

During the year under review, no operations were carried out by the Company. As informed earlier, all assets of the Company have been disposed off. It may be noted that during the year under review, the Company has implemented the Scheme of Arrangement under section 391 read with Section 100 of the Companies Act, 1956, approved by the Hon''ble High Court of Andhra Pradesh.

Pursuant to the said Scheme, your Company has completed the process of the Change in Main Objects of the Company from Aqua Culture and other allied activities to Infrastructure Activities by passing the resolution through postal ballot on 05th October, 2012 Mr. Manoj Kumar Koyalkar, Company secretary in practice, AGR Reddy & Co, Hyderabad was appointed as scrutinizer for the postal ballot to conduct the postal ballot process in fair and transparent manner. The resolu- tion was passed with the requisite majority.

The Name of the Company has been changed from Sea Gold Aqua Farms Limited to Sea Gold Infrastructure Limited with effect from 31st October, 2012.

The process of Listing of the 50,00,000 (Fifty Lacs Equity Shares) allotted pursuant to the ap- proved Scheme of Arrangement by the Hon''ble High Court of Andhra Pradesh on the Bombay Stock Exchange is under progress.

SHARE CAPITAL

The Authorised Share Capital of the company as on March 31, 2014 is Rs. 5,50,00,000 divided into 55,00,000 equity shares of Rs.10/- each.

The Issued, Subscribed and Paid up Share Capital of the Company as on March 31st, 2014 is Rs.5,44,82,400/- (Rupees Five Crores Forty Four Lakhs Eighty Two Thousand Four Hundred only) divided into 54,48,240 (Fifty Four Lakhs Forty Eight Thousand two Hundred and Forty) Equity Shares of Rs.10/- (Rupees Ten) each.

DIVIDEND:

As there are no adequate profits in this financial year, the Company did not declare any dividend.

TRANSFER TO RESERVE:

There were no transfers to Reserves during the financial year 2013-2014.

DIRECTORS

Mr. Sreedhar Ikkurthi and Mr. Veera Raghavan Pathasarathy, Directors of the Company, resigned on 3rd July, 2014.

Approval of the shareholders is being sought for re-appointment of Sri. V.Thapovardhan, who retires by rotation at forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment in accordance with the Articles of Association and Companies Act, 2013.

Sri. Eswar Chandra Vidya Sagar Magham was appointed as Additional Director of the Company effect from July 03, 2014, in accordance with Article of the Articles of Association of the Company and Section 161 of the Companies Act, 2013 (the Act). Sri. Eswar Chandra Vidya Sagar Magham holds office only upto the date of the forthcoming AGM and a Notice under Section 160(1) of the Act has been received from Sri. Eswar Chandra Vidya Sagar Magham signifying his intention to propose himself for the appointment as an Independent Director. His appointment requires the approval of the Members at the ensuing AGM.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreement entered into with Stock Exchange appointed Sri. Korapati Venktateswara Rao, Sri. Veerapaneni Venkata Satish, Sri. Syed Khaleel Ahmed and Sri. Eswar Chandra Vidya Sagar Magham as Independent Direc- tors of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49. In accor- dance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. G.C.Reddy & Associates, Chartered Accountants, Hyderabad, retire at this AGM, have signified their willingness for their re-appointment and have confirmed their eligibility under section 139(1) of the Companies Act, 2013. Members are re- quested to reappoint them for a period of three years and to authorize the Board to fix their remuneration.

REPLIES TO AUDITORS'' REPORT:

The observations of the auditors are explained, wherever necessary, in appropriate notes to the accounts.

FIXED DEPOSITS

The Company has not raised any fixed Deposits as on 31st March, 2014 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

MANAGEMENT DISCUSSION ANALYSIS

A detailed section on Management Discussion and Analysis, pursuant to the Clause 49 of the Listing Agreement is enclosed as an Annexure II to this Annual Report.

LISTING

Details of Listing are annexed to the Corporate Governance Report.

DEMATERIALIZATION OF SHARES

All the shares are held in physical mode and are not admitted in Demat mode either by NSDL or CDSL. However, your Company has initiated the process of Capital Admission of the existing shares and shares allotted pursuant to Scheme of Arrangement approved by the Hon''ble High Court of Andhra Pradesh in both NSDL and CDSL.

REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT

In accordance with the Listing agreement, a report on (a) Corporate governance and (b) Man- agement Discussion & Analysis Report is annexed herewith.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY AND ABSORPTION, FOR- EIGN EXCHANGE OUT GO

Particulars with respect to Conservation of Energy as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company since there are no activities.

Foreign Exchange inflow : Nil

Foreign Exchange outflow : Nil

PARTICULARS OF EMPLOYEES

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding Rs 60,00,000/- per annum or Rs 5,00,000/- per month or part thereof.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, your Directors wish to confirm that:

i. in the preparation of the Annual Accounts for the financial year ending 31st March, 2014, the applicable accounting standards have been followed along with proper explanations relat- ing to material departures, if any;

ii. such Accounting policies have been selected and applied consistently and judgments and estimates are made 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;

iii. proper and sufficient care for the maintenance of adequate accounting records in accor- dance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud or other irregularities has been taken; and

iv. accounts for the financial year ended on 31st March, 2014 are prepared on a going-concern basis.

CORPORATE GOVERNANCE:

Our Directors re-affirm their continued commitment to good corporate governance practices and our company adheres to all major stipulations in this regard as provided in clause 49 of the Listing Agreement which relate to corporate governance.

A detailed report on the Corporate Governance, enclosed as Annexure together with a certificate from M/s G.C.Reddy & Associates, Chartered Accountants, forms part of this report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies, BSE, Company''s clients, Share holders for their continued support and faith in the Company.

By order of the Board For Sea Gold Infrastructure Limited

Sd/- Sd/- Date: 28.07.2014 P.V.Krishna Reddy Syed Khaleel Ahmed Place: Hyderabad Managing Director Director DIN No: 00308975 DIN No: 05347153

Mar 31, 2013

To The Members

The Directors present the 19* Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31 * March, 2013.

FINANCIAL PERFORMANCE OF THE COMPANY

(Amount in Rupees)

Current Year Ended Previous Year Ended 31.03.2013 31.03.2012

Income

- Income from operations Nil Nil

-Other Income 1,80,165 Nil

- Interest from Bank Nil Nil

Expenditure 6,45,204 20,000

Depreciation Nil Nil

Net Profit / (Loss) for the year (4,65,039) (20,000)

OPERATIONS

During the year under review, no operations were carried out by the Company. As informed earlier, ail assets of the Company have been disposed off. It may be noted that during the year under review, the Company has implemented the Scheme of Arrangement under section 391 read with Section 100 of the Companies Act, 1956, approved by the Hon''ble High Court of Andhra Pradesh.

Pursuant to the said Scheme, your Company has completed the process of the Changing in Main Objects of the Company from Aqua Culture and other allied activities to Infrastructure Activities by passing the resolution through postal ballot on 05th October, 2012. Mr Manoj Kumar Koyalkar, Company Secretary in practice, AGR Reddy & Co, Hyderabad was appointed as scrutinizer for the postal ballot to conduct the proceedings in fair and transparent manner. The resolution was passed with a requisite majority.

The Name of the Company has been changed from Sea Gold Aqua Farms Limited to Sea Gold Infrastructure Limited with effect from 31st October, 2012.

The process of Listing of 50,00,000 (Fifty Lac) Equity Shares allotted pursuant to the approved Scheme of Arrangement by the Hon''ble High Court of Andhra Pradesh on the Bombay Stock Exchange is under progress.

STATUTORY AUDITORS

M/s. QC.Reddy & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment. The Statutory Auditors have intimated to the Company that the appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956 and that they are not otherwise disqualified within the meaning of subsection (3) of section 226 to the Companies Act, 1956, for such appointment.

The notes to the accounts referred to in the Auditors'' Report is self explanatory and therefore do not call for any further Comments.

FIXED DEPOSITS

The Company has not raised any fixed Deposits as on 31st March, 2013 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed section on Management Discussion and Analysis, pursuant to the Clause 49 of the Listing Agreement is enclosed as an Annexure - II to this Annual Report.

LISTING

Details of Listing are annexed to the Corporate Governance Report.

SHARE CAPITAL

The Paid up Share Capital of the Company as on March 31st, 2013 is Rs.5,44,82,400/- (Rupees Five Crores Forty Four Lakhs Eighty Two Thousand Four Hundred only) divided into 54,48,240 (Fifty Four Lakhs Forty Eight Thousand two Hundred and Forty) Equity Shares of Rs.10/- (Rupees Ten) each.

DEMATERIALIZATION OF SHARES

All the shares are held in physical mode and are not admitted in Demat mode either by NSDL or CDSL. However, your Company has initiated the process of Capital Admission of the existing shares and shares allotted pursuant to Scheme of Arrangement approved by the Hon''ble High Court of Andhra Pradesh in both NSDL and CDSL.

REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT

In accordance with the Listing agreement, a report on (a) Corporate governance and (b) Management Discussion & Analysis Report is annexed herewith.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY AND ABSORPTION, FOREIGN EXCHANGE OUT GO

Particulars with respect to Conservation of Energy as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company since there are no activities.

Foreign Exchange inflow : Nil

Foreign Exchange outflow : Nil

PARTICULARS OF EMPLOYEES

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding Rs 60,00,000/- per annum or Rs 5,00,0007- per month or part thereof.

DIRECTORS

Sri Veera Raghavan Pathasarathy and Sri.VBMHHHfi Directors retire by rotation at this Annual General Meeting and being eligible offers themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, your Directors wish to confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. such Accounting policies have been selected and applied consistently and judgments and estimates are made 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;

iii. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud or other irregularities has been taken; and

iv. accounts for the financial year ended on 31 st March, 2013 are prepared on a going-concern basis.

CORPORATE GOVERNANCE:

Our Directors re-affirm their continued commitment to good corporate governance practices and our company adheres to all major stipulations in this regard as provided in clause 49 of the Listing Agreement which relate to corporate governance.

A detailed report on the Corporate Governance, enclosed as Annexure -1 together with a certificate from M/s GC.Reddy & Associates, Chartered Accountants, forms part of this report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies, BSE, Company''s clients, Share holders for their continued support and faith in the Company.

For and on behalf of Board of Directors of

Sea Gold Infrastructure Limited

Sd/- Sd/- Date: 2.09.2013 P.V. Krishna Reddy Syed Khaleel Ahmed

Place: Hyderabad Managing Director Director

Mar 31, 2012

To The Members

The Directors present the 18th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2012.

FINANCIAL PERFORMANCE OF THE COMPANY

(Amount in Rupees)

Current Year Ended Previous Year Ended 31.03.2012 31.03.2011

Income 0 0

- Profit on sale of assets 0 0

- Credit Balances Written Off 0 0

- Interest from Bank 0 0

Expenditure (20,000) (17,760)

Depreciation 0 -

Net Profit / (Loss) for the year (20,000) (17,760)

OPERATIONS

During the year under review, no operations were carried out by the Company, as informed earlier, all assets of the Company have been disposed off. It may be noted that during the year under review, the Company obtained approval for the Scheme of Arrangement under section 391 read with Section 100 of the Companies Act, 1956, between the Company and its members from the Hon''ble High Court of Andhra Pradesh. The Board of Directors has initiated the process of implementing the scheme.

STATUS ON IMPLEMENTATION OF SCHEME OF ARRANGEMENT

(till the date of submission of this report):

I. Allotment of Shares to New Promoters and Associates and Conversion of Unsecured Loans

(i) Pursuant to the Scheme of Arrangement the Company has allotted 37,50,000 Equity Shares of Rs.10/- each aggregating to Rs.3,75,00,000/- to New promoters and Associates on Preferential Basis;

(ii) Your Company has converted Unsecured loans availed from persons other than promoters aggregating to Rs.1,25,00,000/- into 12,50,000 Equity shares of Rs 10/- .

II. Change in Main Objects and Name of the Company

Your Company has initiated the process of the Change in Main Objects of the Company from Aqua Culture and other allied activities to Infrastructure Activities. Also it is proposed to Change the Name of the Company to M/s Sea Gold Infrastructure Limited.

III. Listing of Shares allotted pursuant to Scheme of Arrangement

Your Company has initiated the process of Listing of the 50,00,000* (Fifty Lac) Equity Shares of the Company, allotted on preferential basis, pursuant to the Scheme of Arrangement, as approved by the Hon''ble High Court of Andhra Pradesh with the Bombay Stock Exchange.

*50,00,000 (Fifty Lac) Equity shares allotted on Preferential Basis, pursuant to the Scheme of Arrangement, as approved by the Hon''ble High Court of Andhra Pradesh includes:

(i) 37,50,000 Equity shares of Rs. 10/- each aggregating to Rs.3,75,00,000/- to New Promoters and Associates and

(ii) Conversion of Unsecured Loans amounting to Rs.1,25,00,000/- availed from persons other than promoters into 12,50,000 Equity Shares of Rs.10/- each

IV. Change in Management of the Company

Under the approved Scheme of Arrangement, the Management of the Company will vest with the New Promoters and associates i.e., Mr.P.V.Krishna Reddy, Mr. Rajasekhar Reddy Mathura and others.

STATUTORY AUDITORS

M/s. G.C.Reddy & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Statutory Auditors have intimated to the Company that the appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956 and that they are not otherwise disqualified within the meaning of subsection (3) of section 226 to the Companies Act, 1956, for such appointment.

The notes to the accounts referred to in the Auditors'' Report is self explanatory and therefore do not call for any further Comments.

SECRETARIAL COMPLIANCE CERTIFICATE

Certificate from the M/s AGR Reddy & Co., Company Secretaries, Hyderabad, as stipulated in Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached to the Directors'' Report, forms part of this Annual Report.

FIXED DEPOSITS

The Company has not raised any fixed Deposits as on 31st March, 2012 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

MANAGEMENT DISCUSSION ANALYSIS

A detailed section on Management Discussion and Analysis, pursuant to the Clause 49 of the Listing Agreement is enclosed as an Annexure - II to this Annual Report.

LISTING

Details of Listing are annexed to the Corporate Governance Report.

SHARE CAPITAL

The Paid up Share Capital of the Company as on 31st March, 2012 is Rs. 44,82,400 (Rupees Forty Four Lacs Eighty Two Thousand and Four Hundred Only) divided into 4,48,240 (Four Lac Forty Eight Thousand Two Hundred and Forty) Equity Shares of Rs.10 (Rupees Ten) each.

DEMATERIALIZATION OF SHARES

All the shares are held in physical mode and are not admitted in Demat mode either by NSDL or CDSL. However, your Company has initiated the process of Capital Admission of the existing shares and shares allotted pursuant to Scheme of Arrangement approved by the Hon''ble High Court of Andhra Pradesh, in NSDL and CDSL.

REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT

In accordance with the Listing agreement, a report on (a) Corporate governance and (b) Management Discussion & Analysis Report is annexed herewith.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY AND ABSORPTION, FOREIGN EXCHANGE OUT GO

Particulars with respect to Conservation of Energy as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company since there are no activities.

Foreign Exchange inflow: Nil

Foreign Exchange outflow: Nil

PARTICULARS OF EMPLOYEES

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding Rs 60,00,000 per annum or Rs 5,00,000 per month or part thereof.

DIRECTORS

(i) Sri V.Thapovardhan and Sri Korapati Venkateswara Rao retire by rotation in this Annual General Meeting and being eligible offers themselves for re-appointment.

(ii) Sri V.Venkata Satish, Sri Rajasekhar Mathura, Sri Syed Khaleel Ahmed, Sri. V.R.Parthasarathy and Sri. Sreedhar Ikkurthi who were appointed as Additional Directors of the Company under Section 260 of the Companies Act, 1956, shall be regularized at this Annual General Meeting.

(iii) Sri. Venkata Krishna Reddy Panati, Additional Director of the Company, shall be appointed as Managing Director with Remuneration.

(iv) Sri. Harshavardhan Pedakala who was appointed as an Additional Director on 10th July, 2012 has expressed his unwillingness to get regularized as Director to retire by rotation, hence will not be regularized as Director at this Annual General Meeting and will cease to act as Director of the Company with effect from the date of this Annual General Meeting.

(v) Sri Raghava Prasad who is liable to retire by rotation at this Annua! General Meeting has expressed his un-willingness for re-appointment and hence will cease to act as director at this Annual General Meeting and no other person is proposed to be appointed in his place.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, your Directors wish to confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures , if any;

(b) such Accounting policies have been selected and applied consistently and judgments and estimates are made 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) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud or other irregularities has been taken; and

(d) accounts for the financial year ended on 31st March, 2012 are prepared on a going-concern basis.

CORPORATE GOVERNANCE:

Our Directors re-affirm their continued commitment to good corporate governance practices and our company adheres to all major stipulations in this regard as provided in clause 49 of the Listing Agreement which relate to corporate governance.

A detailed report on the Corporate Governance, enclosed as Annexure -1 together with a certificate from M/s G.C.Reddy & Associates, Chartered Accountants, forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies, BSE, Company''s clients, Share holders for their continued support and faith in the Company.

By Order of the Board

for Sea Gold Aqua Farms Limited

Sd/- Sd/-

Date : 25.08.2012 P.V.Krishna Reddy K.Venkateswara Rao

Place : Hyderabad Managing Director Director

Mar 31, 2011

The Directors submit you this report for the Financial Year ended 31st March 2011.

Financial Performance of the Company:

(Amount in Rupees)

Current Year Ended Previous Year Ended

31.03.2011 31.03.2010

Income: - 3,52,42,069

- Profit on sale of assets Nil 1,20,91,532

- Credit Balances Written Off Nil 2,30,71,149

- Interest from Bank Nil 78,688

Expenditure 17,760 2,57,77,181

Depreciation - 1,52,239

Net Profit / (Loss) for the year (17,760) 93,11,949

Operations:

During the year under review, no operations were carried out by the Company. As informed earlier, all assets of the Company have been disposed off. It may be noted that during the year under review, the Company obtained approval for the Scheme of Arrangement under section 391 read with section 100 of the Companies Act, 1956, between the Company and its members from the Hon'ble High Court of Andhra Pradesh. The Board of Directors have considered the Scheme of Arrangement, which is implemented from the effective date i.e. August 27th 2011.

Status on implementation of Scheme of Arrangement:

As per the Scheme the following actions have been initiated by the Board of Directors of your Company:

(i) Paid up Capital of the Company stand reduced from Rs.4,48,24,000 (Rupees Four Crores Forty Eighty Lacs and Twenty Four Thousand) divided into 44,82,400 (Forty Four Lacs Eighty Two Thousand and Four Hundred) Equity Shares of Rs.10 (Rupees Ten) each to Rs.44,82,400 (Rupees Forty Four Lacs Eighty Two Thousand and Four Hundred) divided into 4,48,240 (Four Lacs Forty Eight Thousand Two Hundred and Forty) Equity Shares of Rs.10/- (Rupees Ten) each. Accordingly number of shares shall be reduced from the holdings of the shareholders.

For example a person who is holding 100 (One Hundred) shares of Rs10/- (Rupees Ten) each aggregating to Rs.1,000/- (Rupees One Thousand) shall hold (after reduction) 10 (Ten) shares of Rs.10/- (Rupees Ten) each aggregating to Rs.100/- (Rupees Hundred).

As informed elsewhere in this report, the shareholders are requested to surrender their old share certificate and replace the same with new certificate, for which the Book Closure date is considered as record date for effective surrendering of old share certificates.

(ii) Amendment of Main Objects Clause in Memorandum of Association of the Company

The present Main Objects of the Company as per Clause IIIA of Memorandum of Association of the Company, interlaid allows the Company to carry on the business of Aqua Culture and other allied activities.

Under the approved Scheme, your Company will be undertaking the following new main objects including generation of power through windmills, hydro power and other sources and infrastructure projects.

(iii) Change In Management of the Company

Under the approved Scheme, the management of the Company will vest with new promoters i.e Mr C. Niranjan Reddy, Mr. M. Rajasekhara Reddy, Mr. Harshavardhan and associates.

(iv) Issue of 50,00,000 Equity Shares of Rs.10/- Each on Preferential Basis to New Promoters and Associates and conversion of Unsecured Loans to Equity Capital.

(a) To augment the resources for diversification into new business activities, viz. power generation, infrastructure projects and other allied activities, as proposed in the Scheme, your Company will be requiring additional funds which would be met by issuing 37,50,000 Equity Shares of Rs.10/- each aggregating to Rs.3,75,00,000/- to new promoters and associates, and also to issue shares by converting unsecured loans of Rs.1,25,00,000 to 12,50,000 equity shares of Rs.10/- each. The said allotment of shares to new promoters & associates may be completed in two or more trenches, as the Board of Directors may deem fit and as required by the Company from time to time. However the said amount will be brought in within the time period not exceeding 12 (twelve) months from the effective date.

(v) Summary of the Scheme:

Sl. No. Particulars As on 01-02-2010 As on effective date i.e. 28-08-2011

I. Paid Up Share Capital

(a) Share value of each share Rs.10 Rs.10

(b) No. of shares 44,82,400 4,48,240

(c) Additional shares to be issued Nil 50,00,000

(Rs.10- each)

(d) Total paid up share capital Rs. 4,48,24,000 Rs 5,44,82,400

II. Promoters

Mr. V.Thapovardhan and Mr C. Niranjan Reddy, Mr. T.Raghava Prasad Mr M.Rajasekhara

Reddy and Mr. Harsavardhan

III. Main Objects Aqua Culture Farming Power Generation and Infrastructure Projects

Statutory Auditors:

The statutory auditors of the Company M/s Venkat Srinivas & Co., Chartered Accountants, Visakhapatnam have not signified their willingness for their re-appointment and hence, the Board of Directors have recommended the appointment of M/s. G C Reddy & Associates, Chartered Accountants, Hyderabad, as Statutory Auditors of the Company.

A resolution to this effect is placed before you for approval.

Listing :

Details of Listing are annexed to the Corporate Governance Report.

Share Capital:

The Paid up Capital of the Company as on March 31, 2011 is Rs.4,48,24,000 divided into 44,82,400 Equity Shares of Rs.10 each.

Pursuant to the Scheme of Arrangement as approved by the Hon'ble High Court of Andhra Pradesh, the Paid up Capital of the Company stands reduced from Rs.4,48,24,000 to Rs.44,82,400 as explained above as on the date of report.

Dematerialization of Shares:

All the shares are held in physical mode and are not admitted in Demat mode by either NSDL and CDSL, since the Company's Net worth is less than the prescribed limits required for dematerialization of shares.

However, subsequent to allotment of new shares as mentioned above, your Company would be eligible for admission to Demat mode by both NSDL and CDSL.

Requirements under Clause 49 of Listing Agreement.

In accordance with the Listing agreement, a report on (a) Corporate governance and (b) Management Discussion & Analysis Report is annexed herewith.

Secretarial Compliance Report:

As per section 383A of the Companies Act, 1956, the Company has appointed M/s. AGR Reddy & Co, Practicing Company Secretaries to conduct Secretarial Compliance of records and the documents of the Company. The Secretarial Compliance Report for the Financial Year ended 31st March, 2011 is annexed herewith.

Fixed Deposits:

The Company has not raised any fixed Deposits as on 31st March, 2011 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

Internal Control Systems:

Your Company has adequate Internal Control Systems, commensurate with its size and operations.

Particulars of Energy conservation, Technology and absorption, Foreign Exchange out go:

Particulars with respect to Conservation of Energy as required under section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company since there are no activities.

Foreign Exchange inflow : Nil

Foreign Exchange outflow: Nil

Particulars of Employees :

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding Rs 60,00,000 per annum or Rs5,00,000 per month or part thereof.

Personnel:

Since, there are no activities carried out by the Company, there are no employees on the rolls of the Company.

Directors:

Mr. Shaji Baby John has not opted for reappointment as Director of the Company, hence he retires at this AGM and will not be re-appointed and your Board of Directors has not proposed to appoint any other person in his place.

Sri. Raghava Prasad, retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. V. Thapovardhan was appointed as Managing Director, whose term comes to an end at this AGM and he has not been re-appointed as Managing Director. However, he shall continue to act as Director of the Company.

Directors' Responsibility Statement:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, your Directors wish to confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures , if any;

(b) such Accounting policies have been selected and applied consistently and judgments and estimates are made 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) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud or other irregularities has been taken; and

(d) accounts for the financial year ended on 31st March, 2011 are prepared on a going-concern basis.

Audit Committee:

The company has constituted the Audit Committee details of which are given the Corporate Governance Report.

Acknowledgements:

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies, Company's clients, Bankers, Share holders for their continued support and faith in the Company.

By Order of the Board for Sea Gold Aqua Farms Limited

Sd/- Sd/-

Date : 31.08.2011 V. Thapovardhan T. Raghava Prasad

Place : Hyderabad Managing Director Director

Mar 31, 2010

The Directors submit you this report for the Financial Year ended 31st March 2010.

Financial Performance of the Company

(Amount in Rupees)

Current Year Ended Previous Year Ended

31.03.2010 31.03.2009

Income 3,52,41,369 1,34,533

- Profit on sale of assets 1,20,91,532 -

- Credit Balances Written Off 2,30,71,149 -

- Interest from Bank 78,688 1,34,533

Expenditure 2,57,77,181 36,510

Depreciation 1,52,239 17,28,424

Net Profit / (Loss) for the year 93,11,949 (16,30,401)

Operations

In spite of the best efforts put in by the Management the operations of your Company could not be revived during the year under review. Hence, the various options are being explored to make operations of your company satisfactory, in coming years. It may be noted that during the year under review, the Company has sought approval for the Scheme of Arrangement under section 391 read with section 100 of the Companies Act, 1956, between the Company and its members from Honble High Court of Andhra Pradesh and also from Bombay Stock Exchange.

Statutory Auditors

M/s. Venkat Srinivas & Co., Chartered Accountants, Statutory Auditors, of the Company who retire at this Annual General Meeting, are eligible for reappointment. They have signified their willingness for re-appointment and have confirmed their eligibility under Section 224(1 B) of the Companies Act, 1956.

Listing

Details of Listing are annexed to the Corporate Governance Report

Dematerialization of Shares

Since the Company has erosion of net worth, the NSDL and CDSL have not accepted for dematerialization of shares and hence all the shares of company are held in physical mode.

Requirements under Clause 49 of Listing Agreement.

In accordance with the Listing agreement, a report on (a) Corporate governance and (b) Management Discussion & Analysis Report is annexed herewith.

Fixed Deposits

The Company has not raised any fixed Deposits as on 31st March, 2010 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

Internal Control Systems

Your Company has adequate Internal Control Systems, commensurate with its size and operations.

Particulars of Energy conservation, Technology and absorption, Foreign Exchange out go Particulars with respect to Conservation of Energy as required under section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company since your company is not Manufacturing Company.

Foreign Exchange inflow : Nil

Foreign Exchange outflow: Nil

Particulars of Employees

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding Rs 24,00,000 per annum or Rs 2,00,000 per month or part thereof

Personnel

Your Directors place on record their appreciation for the services rendered by the employees. The relation between the management and the workers has been cordial through out the year.

Directors

Sri. Korapati Venkateswara Rao, retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for reappointment. Board recommends his appointment as per the resolution placed before you for approval

Sri. Krishna Reddy Chintam, was appointed as Director of the Company. Board recommends his appointment as per the resolution placed before you for approval.

Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, Your Directors wish to confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures , if any;

(b) such Accounting policies have been selected and applied consistently and judgments and estimates are made 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) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud or other irregularities has been taken; and

(d) accounts for the financial year ended oh 31st March, 2010 are prepared on a going- concern basis.

Audit Committee

The company has constituted the Audit Committee under section 292A of the Companies Act, 1956 and consists of three Directors of the Company.

Acknowledgements

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies, Companys clients, bankers, Financial Institutions, Share holders for their continued support and faith in the Company. Your Directors also wish to appreciate the hard work and commitment exhibited by the employees of the Company.

By Order of the Board

for Sea Gold Aqua Farms Limited

Sd/- Sd/-

Date: 03-09-2010 V Thapovardhan T.Raghava Prasad

Place: Hyderabad Managing Director Director

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