Directors Report of Prospect Consumer Products Ltd.

Mar 31, 2025

Your Directors have pleasure in submitting their 3 ^rd Annual Report of the Company
together with the Audited Statements of Accounts for the year ended 31^st March,
2025.

1. FINANCIAL RESULTS

The Company''s financial performances for the year under review are given hereunder:

Particulars	For the year ended on 31^st March, 2025	For the year ended on 31^stMarch, 2024
Revenue From Operations	3099.11	2426.65
Other Income	12.94	42.39
Total Income	3112.05	2469.04
Less Total Expenses	2833.15	2243.39
Profit / Loss before Tax	278.90	225.65
Tax Expense:
Current Tax	76.59	60.74
Deferred Tax	-12.05	-7.60
Profit/Loss For the Period	214.36	172.51
Earnings per equity share
Basic	4.19	4.22
Diluted	4.03	4.22

2. SHARE CAPITAL:

As on 31 March, 2025, The Authorized Capital of the Company is Rs.6,50,00,000
(Rupees Six Crore Fifty Lakh) consisting of 65,00,000 (Sixty Five Lakh) equity shares of
Rs.10 each and the Issue and Paid up Capital of the Company is Rs. 5,32,35,000
(Rupees Five Crore Thirty Two Lakh Thirty Five Thousand) consisting of 53,23,500
(Fifty Three Lakh Twenty Three Thousand Five Hundred) equity shares of Rs.10
each.

3. LISTING ON BSE -SME PLATFORM:

Company is listed on SME Platform of BSE Limited.

4. DIVIDEND:

The Board decided that the profits should be retained for the expansion of the
Company, which is in pipeline for more growth and value addition to the company
and forming a strong business base so that revenue flows from many channels and
hence the Directors of your Company do not recommend any dividend for FY 2024Â¬
25.

5. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Net Profit of the Company after tax is Rs. 214.36 Lakhs and same is transferred to
Reserves and Surplus under the head Surplus/ (Deficit) in the statement of Profit and
Loss.

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

There is no unpaid/unclaimed Dividend required to be transferred to Investor
Education and Protection Fund as prescribed under the provisions of Section 125 of
the Companies Act, 2013.

7. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the year, your Company has achieved the Total Revenue from Operation of
Rs. 3099.11 Lakhs as compared to Rs. 2426.65 Lakh of Previous Financial year. Other
income during the year is Rs.12.94 Lakh. Total expense of the company during the
year is Rs. 2833.15 Lakhs. After meeting the expenses, Company has earned profit of
Rs. 214.36 Lakhs which is approx. 24.26 % higher than Net Profit of previous
Financial year. The management of the Company isputting all efforts for better
performance in coming period.

8. BUSINESS OVERVIEW:

Prospect Consumer Products Limited is a leading player in the cashew processing
and premium dry fruits industry in India. The Company specializes in sourcing,
processing, and distribution of high-quality cashew kernels and other premium dry
fruits across domestic and international markets. With a focus on quality,
innovation, and customer satisfaction, the Company has established itself as a
trusted brand in the organized dry fruits segment.

9. DEPOSITS FROM PUBLIC:

Company has not accepted any Deposits from public as prescribed under Section 73
of the Companies Act, 2013 and rules framed thereunder.

10. CHANGE IN NATURE OF THE BUSINESS:

There is no change in the nature of business of the Company during the year under
review.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

There is no material changes and commitment which can affect the financial position
of the company occurred between the end of the financial year to which financial
statements relate and the date of the report.

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

The information pertaining to conservation of energy, technology absorption,
foreign exchange earnings and outgo as required under Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
are:

A. Conservation of Energy

â¢ the steps taken or impact on conservation of energy;	The Company is taking due care for using electricity in the office and its sites. The Company usually takes care for optimum utilization of energy and trying to minimize use of energy by Using good rated and energy efficient appliances in factory as well as office premises.
â¢ the steps taken by the company for utilizing alternate sources of energy;
â¢ the capital investment on energy conservation equipments;

B. Technology absorption

â¢ the efforts made

During the financial year, the

towards

absorption;

technology

Company successfully relocated its
factory operations to a new premises.

â¢ the benefits derived like
product improvement,
cost reduction,
product development or
import substitution;

This strategic move has resulted in a
significant enhancement of
production capacityâfrom the earlier
1,200 MT per annum to over 2,500 MT
per annum at the new location.

The newly developed facility is
equipped with scalable infrastructure,
providing the Company with the
flexibility to further expand its
capacity to over 6,000 MT per annum
in the future, in line with market
demand and growth opportunities.

â¢ in case of imported
technology (imported
during the last three years
reckoned from the
beginning of the financial
year)-

(a) the details of
technologyimported;

(b) the year of import;

(d) if not fully absorbed,
areas where absorption
has not taken place, and
the reasons thereof;

NIL

â¢ the expenditure incurred
on Research and
Development

NIL

C. Foreign Exchange Earnings and outgo

Particulars	2024-25 (Amt in Lakhs.)	2023-24 Amt in Lakhs.)
Foreign exchange earnings in terms of actual Inflows	38.86	19.22
Foreign exchange outgo in terms of actual Outflows	Nil	Nil
Purchase of Raw material and traded goods	219.37	806.52

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

All contracts/transactions entered into by the Company during the financial year
with related parties were in the ordinary course of business and on an arm''s length
basis. After conversion of Company from Private Limited to Public Limited, Board of
Directors of the Company has formulated the Policy on Related Party Transactions.

The particulars of Contracts or Arrangements made with related parties made
pursuant to Section 188 is furnished in Annexure I and is attached to this report.

14. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON:

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the necessary disclosures have been annexed as Annexure II to the Directors'' Report.

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the element of risk
threatening the Company''s existence is very minimal.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

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

17. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There is no a qualification, reservations or adverse remarks made by the Statutory
Auditor in their Report.

Below Remarks made by Practicing Company Secretary in Secretarial Audit reports.

Sr.

Qualification/Adverse Remarks

Comments of Board

Company has filed Form CHG-1 for
Modification of charge of ICICI Bank after
due date.

The filing of Form CHG-1
was completed by a
professional engaged by
the bank, and the delay
in filing was solely
attributable to the bank

Company has filed Form AOC-4 for
Financial Year 2023-24 after due date.

Form was filed after due
date due to Challenges
in MCA portal
submission and form
validation.

18. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the company has framed
a policy for selection, nomination, appointment and remuneration of Directors suitably
containing the criteria determining qualifications, positive attributes and independence
of a Director.

The said policy is available on the website of the company at
https://prospectconsumer.com/docs/policies/nomination and remuneration policy.pdf

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of Six (6) Directors. As on the date of this report,
the Board of the company constitutes of the following directors:

Sr. No.	Name of Directors/KMP	Designation	DIN	Date of Appointment/ Change in Designation
1.	Mr. Vimal Sureshbhai Mishra	Managing Director	06820041	Appointed as a Director on 06.01.2022 and change in Designation from Director to Managing Director w.e.f. 01.01.2023 in Extra ordinary General Meeting held on 05.01.2023
2.	Mrs. Priyanka Vimal Mishra	Executive Director	09459276	Appointed as a Director on 06.01.2022
3.	Mrs. Riddhi Bharatkumar Vasita	Non-Executive Director	06876566	Appointed as Additional Director in Board Meeting held on 23.12.2022 and appointed as regular Director w.e.f. 29.09.2023 in Annual General Meeting held on 29.09.2023

4.	Mr. Prakash Mishra	Non-Executive Director	10749967	Appointed as a Director in Annual General Meeting held on 06.09.2024
4.	Mr. Nevil Prameshkumar Soni	Non-Executive Independent Director	08206415	Appointed as Independent Director w.e.f. 01.01.2023 in Extra ordinary General Meeting held on 05.01.2023
5.	Mr. Divya Shaileshbhai Shah	Non-Executive Independent Director	09842159	Appointed as Independent Director w.e.f. o01.01.2023 in Extra ordinary General Meeting held on 05.01.2023
6.	Mr. Vimal Sureshbhai Mishra	CFO	06820041	Appointed as CFO w.e.f. 01.01.2023 in Board Meeting held on 04.01.2023
7.	Mrs. Bhargavi Jay Pandya	Company Secretary		Appointed as Company Secretary w.e.f. 01.01.2023 in Board Meeting held on 04.01.2023

i. Retire by Rotation- Mrs. Riddhi Bharatkumar Vasita

Pursuant to Sections 149, 152 and other applicable provisions of the Companies
Act, 2013, one-third of the directors of the company are liable to retire by
rotation, and if eligible, they can offer themselves for the re-appointment. In this
Annual General Meeting Mrs. Riddhi Bharatkumar Vasita (DIN: 06876566),
Director of the Company is liable to retire by rotation and being eligible to offer
herself for re-appointment.

20. CHANGE IN BOARD COMPOSITION:

Mr. Prakash Mishra (DIN: 10749967) is appointed as Non-Executive Director of the
Company in Annual General Meeting held on 6^th September, 2024.

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW

The Board meets at regular interval with gap between not exceeding 120 days.
Additional meetings are held as and when necessary. During the year 2024-25, the
Board of Directors met T en times scheduled as under:

Sr. No.	Date of Board Meeting
1	25.04.2024
2.	23.05.2024
3.	14.06.2024
4.	10.07.2024
5.	10.08.2024
6.	29.08.2024
7.	23.09.2024
8.	28.10.2024
9.	27.11.2024
10.	15.03.2025

Attendance of Directors during the Board Meeting

Sr.No.	Name of Directors	No. of Meeting
		No of Meeting entitled to attend	Attended
1	Vimal Sureshbhai Mishra	10	10
2	Priyanka Vimal Mishra	10	10
3.	Riddhi Bharatkumar Vasita	10	10
4.	Nevil Prameshkumar Soni	10	9
5.	Divya Shaileshbhai Shah	10	10

The company has complied with the applicable Secretarial Standard issued by the
Institute of the Company Secretaries of India.

22. COMMITTEE OF BOARD:

A. AUDIT COMMITTEE:

The Board of Directors has constituted Audit Committee comprising of three
directors including two Independent Director and all having financial literacy. The
committee was constituted on 04.01.2023 with the following members on the
committee:

Name of the Member	Nature of Directorship	Designation in Committee
Nevil Prameshkumar Soni	Independent Director	Chairman
Divya Shaileshbhai Shah	Independent Director	Member
Riddhi Bharatkumar Vasita	Non-executive Director	Member

Meeting of Audit Committee

During the year 2024-25, the Audit committee Members met four times scheduled
as under:

Sr. No.	Date of Audit committee Meeting
1	22.05.2024
2	09.08.2024
3	26.10.2024
4	15.02.2025

B. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has constituted Nomination and Remuneration Committee
comprising of three directors including two Independent Director and one NonÂ¬
executive director and all having financial literacy. The committee was constituted
on 04.01.2023 with the following members on the committee:

Name of the Member	Nature of Directorship	Designation in Committee
Divya Shaileshbhai Shah	Independent Director	Chairman
Nevil Prameshkumar Soni	Independent Director	Member
Riddhi Bharatkumar Vasita	Non-executive Director	Member

Meeting of Nomination and Remuneration Committee

During the year 2024-25, theNomination and Remuneration committee Members
met one time scheduled as under:

Sr. No.	Date of Nomination and Remuneration Committee Meeting
1	09.08.2024

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board of Directors has constituted Stakeholder Relationship Committee
comprising of three directors including two Independent Director and all directors
having financial literacy. The committee was constituted on 04.01.2023 with the
following members on the committee:

Name of the Member	Nature of Directorship	Designation in
		Committee
Riddhi Bharatkumar	Non-executive Director	Chairman
Vasita

Divya Shaileshbhai Shah	Independent Director	Member
Nevil Prameshkumar Soni	Independent Director	Member

Meeting of Stakeholder Relationship Committee

During the year 2024-25, the Nomination and Remuneration committee Members
met One time scheduled as under:

Sr.

No.

Date of Stakeholder Relationship
Committee Meeting

15.02.2025

23. EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there
under and in compliance with the requirements of SEBI (LODR) Regulations,
2015,The Board evaluated the effectiveness of its functioning and that of the
Committees and of individual directors by seeking their inputs on various aspects of
Board/Committee Governance. The evaluation covered functioning and composition
of the Board and its committees, understanding of the roles and responsibilities,
experience, competencies, participation at the Board and Committee meetings,
corporate governance practices etc. Evaluation of the Board and its compositions
was carried out through a defined process covering the areas of the Boards
functioning viz. composition of the Board and Committees, understanding of roles
and responsibilities, experience and competencies, contribution at the meetings etc.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the
nature & size of business of the Company.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received Declaration from all Independent Directors as required
under Section 149 of the Companies Act, 2013 confirming that they meet criteria of
Independence as per relevant provisions of Companies Act, 2013 and SEBI (LODR)
Regulations.

26. DECLARATION IN RESPECT OF COMPLIANCE WITH THE CODE OF CONDUCT

The Company has received declaration from Chief Financial officer stating that the
members of board of directors and senior management personnel have affirmed

compliance with the code of conduct of board of directors and senior management.
The said Declaration is attached as Annexure III to this report.

27. WEBLINK OF ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the
Companies Act, 2013, the Annual Return as on March 31, 2025 is available on website
of the Company and can be viewed at www.prospectconsumer.com .

28. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:â

(a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;

(b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the company
at the end of the financial year and of the profit and loss of the company for
that period;

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

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

(e) The Directors had device and implemented adequate systems and procedures for
adequate internal financial controls over financial reporting and the Board
believed that the same were operative effectively for the financial year under
review.

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

29. STATUTORY AUDITORS

M/s. C.R Sharedalal & Co., Chartered Accountants (Firm Registration No.:109943W)
is appointed as the Statutory Auditor of the Company in Annual General Meeting held
on 29^th September, 2023. They will hold position as Statutory Auditor of the company
till Annual General Meeting to be held in the year 2028.

30. SECRETARIAL AUDITORS

the Company for the year under review. The Board has duly reviewed the Secretarial
Auditor''s Report and the comments, appearing in the report are self-explanatory and
do not call for any further explanation by the Board of Directors as provided under
section 134 of the Act.

The Secretarial Audit Report is annexed herewith as "Annexure-IVâ.

31. INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s.
Sweta Patel & Associates, Chartered Accountants, Ahmedabad(FRN: 139165W)
have been appointed as an Internal Auditors of the Company. During the year, the
Company continued to implement their suggestions and recommendations to
improve the control environment. Their scope of works includes, Review of the
accuracy and reliability ofthe Corporation accounting records and financial reports,
review of operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths, opportunities for cost saving and
recommending company for improving cost efficiencies.

32. REPORT ON CORPORATE GOVERNANCE

Our company provides utmost importance at best Governance Practices and are
designated to act in the best interest of its stakeholders. Better governance practice
enables the company to introduce more effective internal controls suitable to the
changing nature of business operations, improve performance and also provide an
opportunity to increase stakeholders understanding of the key activities and policies
of the organization.

Our Company has incorporated the appropriate standards for corporate governance.
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is not required to mandatorily
comply with the provisions of certain regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate
Governance Report to stock exchange quarterly and not providing the Corporate
Governance Report as the part of this Annual Report.

33. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required under
clause 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 has been presented in a separate section forming part of this Annual Report.

34. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

stakeholders to disclose instances of wrong doing in the workplace and report
instances of unethical behaviour, actual or suspected fraud or violation of the
Company''s code of conduct or ethics policy. The Whistle Blower Policy also states
that this mechanism should also provide for adequate safeguards against
victimization of Director(s)/ Employees who avail of the mechanism and also
provide for direct access to the Chairman of the Audit Committee in exceptional
cases. The Policy is available on the Company''s website at link
https://prospectconsumer.com/docs/policies/whistle blower policy.pdf

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

Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated
a Policy on Prevention of Sexual Harassment at Workplace. All employees
(permanent, contractual, temporary, trainees, etc) are covered under this policy. An
Internal Complaints Committee (ICC) is constituted which is responsible for redressal of
complaints related to sexual harassment at the workplace.

Following are the members of the committee:

Name	Role
Rashmikaben Maheshbhai Bhoi	Presiding officer
Punamben Ravibhai Patel	Member
Ronak Rajeshkumar Khambhati	Member
Swatiben Ketankumar Patel	External Member

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules
thereunder, the Internal Complaints Committee of the Company has not received
any complaint of Sexual Harassment during the year under review and no
complaint was pending as of
31st March, 2025.

No. of Complaints received: NIL

No. of Complaints disposed of: NIL

Company has formulated the policy for prevention of sexual Harassment as work
place. Said policy is available on the website of company at link
https://prospectconsumer.com/docs/policies/prevention of sexual harassment.p
df

36. BUSINESS RESPONSIBILITY REPORT:

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility Report describing the initiatives

taken by the Company from an environmental, social and governance perspective is
not applicable to your company being SME listed company, as per the exemptions
provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

37. POLICY ON CODE OF CONDUCT AND ETHICS:

Being a SME listed Company exemption has been provided to the Company from
formulating of Code of Conduct for Board of Directors and Senior Management
Personnel. However, Board of Directors has formulated and adopted Code of
Business Conduct Ethics for Director & Senior Management Executive policy. As an
organization your Company places a great importance in the way business is
conducted and the way each employee performs his/her duties. Your Company
encourages transparency in all its operations, responsibility for delivery of results,
accountability for the outcomes of our actions, participation in ethical business
practices and being responsive to the needs of our people and society. Towards this
end, your Company has laid down a Code of conduct applicable to all the employees
of your Company.

The detailed Code of Business Conduct Ethics for Director & Senior Management
Executive policy available on website

https: //prospectconsumer.com/docs/policies/code of conduct.pdf

38. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS:

Your Company doesn''t fall within the scope of Section 148(1) of the Companies Act,
2013 and hence does not require to maintain cost records as specified by the Central
Government.

39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANYON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES.

The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.

40. LISTING FEES:

The Company affirms that the annual listing fees for the year 2024-25 to the BSE
Limited (BSE SME) has been duly paid.

41. REPORTING OF FRAUDS:

During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143(12) of the Companies
Act, 2013, any instances of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in boards report.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE
COMPANY:

There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and the Company'' future
operations.

43. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review the Company has
complied with all the applicable mandatory secretarial standards (including any
modifications or amendments thereto) issued by the Institute of Company
Secretaries of India. The Company has complied with applicable Secretarial
Standards issued by the Institute of Company Secretaries of India on Board and
General Meetings.

44. PREVENTION OF INSIDER TRADING

The Board has Insider Trading Policy for regulating, monitoring and reporting of
Trading of Shares by Insiders. The Code lays down guidelines, procedures to be
followed and disclosures to be made while dealing with shares of the Company. The
copy of the same is available on the website of the Company at
https://prospectconsumer.com/docs/policies/code of%20 internal procedure conduct for pr
evention of insider trading.pdf

45. MATERNITY BENEFIT:

As Employees of the Company are less than 10, all provisions of the Maternity Benefit
Act, 1961 not applicable to the Company.

46. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Ventures and Associate Companies.

47. DEPOSITS AND DISCLOSURE OF MONEY RECEIVED FROM DIRECTORSAND
THEIR RELATIVES:

The Company has not invited deposit to public during the year under review.

Disclosure of money received during the year under review from Directors and their
relatives Pursuant to Rule 2 (vii) of The Companies (Acceptance of Deposits) Rules,
2014

	Loans from Directors and their Relatives
Amount Outstanding at the beginning of the financial year	2.34
Change during the financial year
* Addition	-
* Reduction	2.34
Net Change	(2.34)
Total amount at the end of the financial year	0

48. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE,2016:

There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-25.

49. DIFFERENCE IN VALUATION:

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 one-time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable.

50. SHARE CAPITAL

a. Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees

The Company has not made any provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees as per Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014.

b. Issue of Sweat Equity Shares

The Company has not issued any sweat equity share during the financialyear

in accordance with the provisions of Section 54 of Companies Act, 2013 read
with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares With Differential Rights

The Company has not issued any equity shares with differential voting rights
during the financial year as per Rule 4(4) of Companies (Share Capital and
Debentures) Rules, 2014.

d. Issue of Employee Stock Options

The Company has not issued any employee stock option during the financial
year as per Rule 12(9) of Companies (Share Capital and Debentures) Rules,
2014.

51. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended
to your Companies activities during the year under review. Your Directors also
acknowledgesgratefully the shareholders for their support and confidence reposed on
your Company.

For and on Behalf of Board of Directors

Date: 28/08 /2025 Vimal Sureshbhai Mishra Priyanka Vimal Mishra

Place: Ahmedabad Managing Director Director

(DIN: 06820041) (DIN: 09459276)

Mar 31, 2024

Your Directors have pleasure in submitting their 2 ^nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The Company''s financial performances for the year under review are given hereunder:

(Rs. In Lakhs)
Particulars	For the year ended	For the year
	on 31^st March,	ended on 31^st
	2024	March, 2023
Revenue From Operations	2426.65	1269.30
Other Income	42.39	0
Total Income	2469.04	1269.30
Less Total Expenses	2243.39	1189.42
Profit / Loss before Tax	225.65	79.88
Tax Expense:
Current Tax	60.74	32.90
Deferred Tax	-7.60	-7.69
Profit/Loss For the Period	172.51	54.67
Basic & Diluted Earnings per equity	4.22	4.53
share (in Rupees Face Value Rs. 10)

2. SHARE CAPITAL:

As on 31 March, 2024, The Authorized Capital of the Company was Rs.6,50,00,000 (Rupees Six Crore Fifty Lakh) consisting of 65,00,000 (Sixty Five Lakh) equity shares of Rs.10 each and the Issue and Paid up Capital of the Company was Rs. 4,09,05,000 (Rupees Four Crore Nine Lakh Five Thousand) consisting of 40,90,500 (Forty Lakh Ninety Thousand Five Hundred) equity shares of Rs.10 each.

3. LISTING ON BSE -SME PLATFORM:

Company is listed on SME Platform of BSE Limited.

4. DIVIDEND:

The Board decided that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 202324.

5. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Net Profit of the Company after tax is Rs. 172.51 Lakhs and same is transferred to Reserves and Surplus under the head Surplus/ (Deficit) in the statement of Profit and Loss.

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

There is no unpaid/unclaimed Dividend required to be transferred to Investor Education and Protection Fund as prescribed under the provisions of Section 125 of the Companies Act, 2013.

7. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the year, your Company has achieved the Total Revenue from Operation of Rs. 2426.65 Lakhs. Other income during the year is Rs.42.39 Lakh. Total expense of the company during the year is Rs. 2243.39 Lakhs. After meeting the expenses your Company has earned profit of Rs. 172.51 Lakhs. The management of the Company is putting all efforts for better performance in coming period.

8. DEPOSITS FROM PUBLIC:

Your Company has not accepted any Deposits from public as prescribed under Section 73 of the Companies Act, 2013 and rules framed thereunder.

9. CHANGE IN NATURE OF THE BUSINESS:

There is no change in the nature of business of the Company during the year under review.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no material changes and commitment which can affect the financial position of the company occurred between the end of the financial year to which financial statements relate and the date of the report.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are:

â¢ the steps taken or impact on conservation of energy;	The Corporation is taking due care for using electricity in the office and its sites. The Company usually takes care for optimum utilization of energy. We are trying to minimize use of energy by
â¢ the steps taken by the company for utilizing alternate sources of energy;
â¢ the capital investment on energy conservation equipments;	Using good rated and energy efficient appliances in factory as well as office premises.

A. Technology absorption

â¢ the efforts made towards technology absorption;	The Company had purchased the Machinery in FY 2022-23 to enhance the Production capacity
â¢ the benefits derived like product improvement, cost reduction, product development or import substitution;	Product Improvement, Product development due to enhanced Technology
â¢ in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	NIL
â¢ the expenditure incurred on Research and Development	NIL

B. Foreign Exchange Earnings and outgo

Particulars	2023-24 (Amt in Lakhs.)	2022-23 (Amt in Lakhs.)
Foreign exchange earnings in terms of actual Inflows	19.22	1.76
Foreign exchange outgo in terms of actual Outflows	Nil	Nil
Purchase of Raw material and traded goods	806.52	117.44

12. REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

No employee of the Company was in receipt of remuneration in excess of the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended March 31, 2022.

13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the element of risk threatening the Company''s existence is very minimal.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. After conversion of Company from Private Limited to Public Limited, Board of Directors of the Company has formulated the Policy on Related Party Transactions.

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in Annexure I and is attached to this report.

16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There is no a qualification, reservations or adverse remarks made by the Statutory

Auditor in their Report.

Below Remarks made by Practicing Company Secretary in Secretarial Audit reports.

Sr.

Qualification/Adverse Remarks

Comments of Board

Company is non-compliant with provisions of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. BSE has also conducted the virtual Inspection of SDD software maintained by company on 16th August, 2023, 9th November, 2033 and 22 nd March, 2024.

As per the requirement of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015, Company has updated its SDD Software. Company has informed the Exchange about SDD Software update. Stock Exchange will conduct further Inspection to check the Compliance of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015

Company has filed Form CHG-1 for Modification of charge of HDFC Bank Limited after due date.

Form CHG-1 was filed by Bank on behalf of the Company. There is no delay by company.

17. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positiveattributes and independence of a Director.

The said policy is available on the website of the company at https://prospectcommodities.com/docs/policies/nomination and remuneration p olicy.pdf

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of Five (5) Directors. As on the date of this report, the Board of the company constitutes of the following directors:

Sr. No.	Name of Directors/KMP	Designation	DIN	Date of Appointment/ Change in Designation
1.	Mr. Vimal Sureshbhai Mishra	Managing Director	06820041	Appointed as a Director on 06.01.2022 and change in Designation from Director to Managing Director w.e.f. 01.01.2023 in Extra ordinary General Meeting held on 05.01.2023
2.	Mrs. Priyanka Vimal Mishra	Chairman and Executive Director	09459276	Appointed as a Director on 06.01.2022 and appointed as Chairman Director w.e.f. 01.01.2023 in Extra ordinary General Meeting held on 05.01.2023
3.	Mrs. Riddhi Bharatkumar Vasita	Non-Executive Director	06876566	Appointed as Additional Director in Board Meeting held on 23.12.2022 and appointed as regular Director w.e.f. 29.09.2023 in Annual General Meeting held on 29.09.2023
4.	Mr. Nevil Prameshkumar Soni	Non-Executive Independent Director	08206415	Appointed as Independent Director w.e.f. 01.01.2023 in Extra ordinary General Meeting held on 05.01.2023
5.	Mr. Divya Shaileshbhai Shah	Non-Executive Independent Director	09842159	Appointed as Independent Director w.e.f. o01.01.2023 in Extra ordinary General Meeting held on 05.01.2023

Mr. Vimal Sureshbhai Mishra

CFO

06820041

Appointed as CFO w.e.f. 01.01.2023 in Board Meeting held on 04.01.2023

Mrs. Bhargavi Jay Pandya

Company

Secretary

Appointed as Company Secretary w.e.f. 01.01.2023 in Board Meeting held on 04.01.2023

i. Retire by Rotation- Mr. Vimal Sureshbhai Mishra

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors of the company are liable to retire by rotation, and if eligible, they can offer themselves for the re-appointment. In this Annual General Meeting Mr. Vimal Sureshbhai Mishra (DIN: 06820041), Managing Director of the Company is liable to retire by rotation and being eligible to offer himself for re-appointment.

ii. Appointment of Mr. Prakash Mishra as Non-Executive, Non Independent Director of the Company in Ensuing Annual General Meeting

The Board of Directors in its Meeting held on Saturday, 10th August, 2024 upon the recommendation of the Nomination and Remuneration Committee, approved the proposal for appointment of Mr. Prakash Mishra as Non-Executive, Non Independent Director of the Company in Annual General Meeting of the Company subject to approval of Members in compliance with Section 152 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or enactment thereof for the time being in force). The Company has in terms of Section 160(1) of the Companies Act, 2013 received a notice in writing from a Member proposing his candidature for the office of NonExecutive, Non-Independent Director of the Company.

19. CHANGE IN BOARD COMPOSITION:

Mrs. Riddhi Bharatkumar Vasita (DIN: 06876566), who was appointed as Additional Non-Executive Director of the company in Board Meeting held on 23^rd December, 2023, her appointment is regularized based on recommendation Nomination and Remuneration committee in Annual General Meeting held on 29 ^th September, 2023.

20. DETAILS OF MANAGERIAL REMUNERATION

The information relating to remuneration paid to directors as required under Section Section 197(12) of the Companies Act, 2013 Read with Rule 5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules, 2014, is given under Annexure-II.

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board meets at regular interval with gap between not exceeding 120 days. Additional meetings are held as and when necessary. During the year 2023-24, the Board of Directors met Seven times scheduled as under:

Sr. No.	Date of Board Meeting
1	26.05.2023
2.	10.08.2023
3.	01.09.2023
4.	23.09.2023
5.	03.10.2023
6.	27.10.2023
7.	15.02.2024

Attendance of Directors during the Board Meeting
	Sr.No.	Name of Directors	No. of Meeting
			No of Meeting entitled to attend	Attended
	1	Vimal Sureshbhai Mishra	7	7
	2	Priyanka Vimal Mishra	7	7
	3.	Riddhi Bharatkumar Vasita	7	7
	4.	Nevil Prameshkumar Soni	7	7
	5.	Divya Shaileshbhai Shah	7	7

The company has complied with the applicable Secretarial Standard issued by the Institute of the Company Secretaries of India.

22. COMMITTEE OF BOARD:A. AUDIT COMMITTEE:

The Board of Directors has constituted Audit Committee comprising of three directors including two Independent Director and all having financial literacy. The committee was constituted on 04.01.2023 with the following members on the committee:

Name of the Member	Nature of Directorship	Designation in Committee
Nevil Prameshkumar Soni	Independent Director	Chairman
Divya Shaileshbhai Shah	Independent Director	Member
Riddhi Bharatkumar Vasita	Non-executive Director	Member

Meeting of Audit Committee

During the year 2023-24, the Audit committee Members met four times scheduled as under:

Sr. No.	Date of Audit committee Meeting
1	17.05.2023
2	31.07.2023
3	25.10.2023
4	05.02.2024

B. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has constituted Nomination and Remuneration Committee comprising of three directors including two Independent Director and one Nonexecutive director and all having financial literacy. The committee was constituted on 04.01.2023 with the following members on the committee:

Name of the Member	Nature of Directorship	Designation in Committee
Divya Shaileshbhai Shah	Independent Director	Chairman
Nevil Prameshkumar Soni	Independent Director	Member
Riddhi Bharatkumar Vasita	Non-executive Director	Member

Meeting of Nomination and Remuneration Committee

During the year 2023-24, the Nomination and Remuneration committee Members met one time scheduled as under:

Sr. No.	Date of Nomination and Remuneration Committee Meeting
1	31.07.2023

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board of Directors has constituted Stakeholder Relationship Committee comprising of three directors including two Independent Director and all directors having financial literacy. The committee was constituted on 04.01.2023 with the following members on the committee:

Name of the Member	Nature of Directorship	Designation in Committee
Riddhi Bharatkumar Vasita	Non-executive Director	Chairman
Divya Shaileshbhai Shah	Independent Director	Member
Nevil Prameshkumar Soni	Independent Director	Member

Meeting of Stakeholder Relationship Committee

During the year 2023-24, the Nomination and Remuneration committee Members met One time scheduled as under:

Sr.

No.

Date of Stakeholder Relationship Committee Meeting

05.02.2024

23. EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and in compliance with the requirements of SEBI (LODR) Regulations, 2015,The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the nature & size of business of the Company.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received Declaration from all Independent Directors as required under Section 149 of the Companies Act, 2013 confirming that they meet criteria of

Independence as per relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulations.

26. DECLARATION IN RESPECT OF COMPLIANCE WITH THE CODE OF CONDUCT

The Company has received declaration from Chief Financial officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management. The said Declaration is attached as Annexure IV to this report.

27. WEBLINK OF ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available on website of the Company and can be viewed at www.prospectcommodities.com . By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

28. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: â

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

(e) The Directors had device and implemented adequate systems and procedures for adequate internal financial controls over financial reporting and the Board believed that the same were operative effectively for the financial year under review.

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

29. STATUTORY AUDITORS

M/s. C.R Sharedalal & Co., Chartered Accountants (Firm Registration No.:109943W) is appointed as the Statutory Auditor of the Company in Annual General Meeting held on 29^th September, 2023. They will hold position as Statutory Auditor of the company till Annual General Meeting to be held in the year 2028.

30. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Kadambari Dave, proprietor of M/s. Kadambari Dave & Associates, Company Secretary in practice (COP No. 5854) to undertake the Secretarial Audit of the Company for the year under review. The Board has duly reviewed the Secretarial Auditor''s Report and the comments, appearing in the report are self-explanatory and do not call for any further explanation by the Board of Directors as provided under section 134 of the Act.

The Secretarial Audit Report is annexed herewith as âAnnexure-IIIâ.

31. INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Dhruvil Shah & Co., Chartered Accountants, Ahmedabad have been appointed as an Internal Auditors of the Company. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

32. REPORT ON CORPORATE GOVERNANCE

Our company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Our Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange quarterly and not providing the Corporate Governance Report as the part of this Annual Report.

33. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required under clause 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been presented in a separate section forming part of this Annual Report.

34. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the Company''s website at link https://prospectcommodities.com/docs/policies/whistle blower policy.pdf

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

Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) is constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Following are the members of the committee:

Name	Role
Rashmikaben Maheshbhai Bhoi	Presiding officer
Punamben Ravibhai Patel	Member
Ronak Rajeshkumar Khambhati	Member
Swatiben Ketankumar Patel	External Member

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received any complaint of Sexual Harassment during the year under review and no complaint was pending as of

31st March, 2023.

No. of Complaints received: NIL No. of Complaints disposed of: NIL

Company has formulated the policy for prevention of sexual Harassment as work place. Said policy is available on the website of company at link https: //prospectcommodities.com/docs/policies/prevention of sexual harassment .pdf

36. BUSINESS RESPONSIBILITY REPORT:

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company being SME listed company, as per the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

37. POLICY ON CODE OF CONDUCT AND ETHICS:

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Business Conduct Ethics for Director & Senior Management Executive policy. As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your Company.

The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy available on website

https://prospectcommodities.com/docs/policies/code of conduct.pdf

38. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS:

Your Company doesn''t fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANYON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

40. LISTING FEES:

The Company affirms that the annual listing fees for the year 2024-25 to the BSE Limited (BSE SME) has been duly paid.

41. REPORTING OF FRAUDS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in boards report.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company'' future operations.

43. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

44. PREVENTION OF INSIDER TRADING

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at https://prospectcommodities.com/docs/policies/code of%20 internal procedure c onduct for prevention of insider trading.pdf

45. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Ventures and AssociateCompanies.

46. DEPOSITS AND DISCLOSURE OF MONEY RECEIVED FROM DIRECTORS AND THEIR RELATIVES:

The Company has not invited deposit to public during the year under review.

Disclosure of money received during the year under review from Directors and their relatives Pursuant to Rule 2 (vii) of The Companies (Acceptance of Deposits) Rules, 2014

(Rs. In Lakhs)
	Loans from Directors and their Relatives
Amount Outstanding at the beginning of the financial year	30.85
Change during the financial year
* Addition	-
* Reduction	28.51
Net Change	28.51
Total amount at the end of the financial year	2.34

47. SHARE CAPITALa. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

b. Issue of Sweat Equity Shares

The Company has not issued any sweat equity share during the financialyear in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares With Differential Rights

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

d. Issue of Employee Stock Options

The Company has not issued any employee stock option during the financial year as per Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.

48. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Mar 31, 2023

Your Directors have pleasure in submitting their 1^st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS

The Companyâs financial performances for the year under review are given hereunder:

Particulars	For the year ended on 31^st March, 2023	For the year ended on 31^stMarch, 2022
Revenue From Operations	1269.30	0
Other Income	0	0
Total Income	1269.30	0
Less Total Expenses	1189.42	0.15
Profit / Loss before Tax	79.88	-0.15
Tax Expense:
Current Tax	32.90	0
Deferred Tax	-7.69	0
Profit/Loss For the Period	54.67	-0.15
Basic & Diluted Earnings per equity	4.53	-1.50
share (in Rupees Face Value Rs. 10)

-Company is incorporated on date 06/01 /2022 and First financial year of company is from 06.01.2022 to 31^st March, 2023.

2. SHARE CAPITAL:

As on 31 March, 2023, The Authorized Capital of the Company was Rs.4,10,00,000 (Rupees Four Crore Ten Lakh) consisting of 41,00,000 (Forty One Lakh) equity shares of Rs. 10 each and the Issue and Paid up Capital of the Company was Rs. 4,09,05,000 (Rupees Four Crore Nine Lakh Five Thousand) consisting of 40,90,500 (Forty Lakh Ninety Thousand Five Hundred) equity shares of Rs.10 each.

3. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

The Company was converted from Private Limited to Public Limited i.e. From âPROSPECT COMMODITIES PRIVATE LIMITEDâ to âPROSPECT COMMODITIES LIMITEDâ.

Fresh Certificate of Incorporation Consequent upon Conversion from Private Company to Public Company was issued on 3^rd January, 2023.

4. LISTING ON BSE -SME PLATFORM:

We are pleased to inform you that the Company has made an Initial Public Offer of 12,26,000 Equity Shares at Face Value of Rs. 10/- each, at a price of Rs. 61/- per Equity Share (including a Share Premium of Rs.51/- per Equity Share) vide prospectus dated 27^th February, 2023. The Company has successfully completed the Initial Public Offer (IPO) pursuant to the applicable SEBI Rules and Regulations. The issue opening date was 8^th March, 2023 and the issue closing date was 13 ^th March, 2023.

The IPO of the Company received great response from the public and the issue was oversub scrib ed.

The Company got listed with the SME Platform of BSE Limited on 20^th March, 2023. The Equity Shares of the Company as Listed on SME Platform for BSE Limited are on regular and continuous trading.

5. DIVIDEND:

The Board decided that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 2022 -23.

6. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES :

Net Profit of the Company after tax is Rs. 54.67 Lakhs and same is transferred to Reserves and Surplus under the head Surplus/ (Deficit) in the statement of Profit and Loss.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

There is no unpaid/unclaimed Dividend required to be transferred to Investor Education and Protection Fund as prescribed under the provisions of Section 125 of the Companies Act, 2013.

8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS :

During the year, your Company has achieved the Total Revenue of Rs. 1269.30 Lakhs. There is no other income during the year. Total expense of the company during the year is Rs. 1189.42 Lakhs. After meeting the expenses your Company has earned profit of Rs. 54.67 Lakhs. The management of the Company is putting all efforts for better performance in coming period.

9. DEPOSITS FROM PUBLIC:

Your Company has not accepted any Deposits from public as prescribed under Section 73 of the Companies Act, 2013 and rules framed thereunder.

10. CHANGE IN NATURE OF THE BUSINESS:

There is no change in the nature of business of the Company during the year under review.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year Company converted from Private Limited to Public Limited. The Company got listed with the SME Platform of BSE Limited on 20^th March, 2023. The Equity Shares of the Company as Listed on SME Platform for BSE Limited are on regular and continuous trading.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are:

A. Conservation of Energy

â¢ the steps taken or impact on conservation of energy;	The Corporation is taking due care for using electricity in the office and its sites. The Company usually takes care for optimum utilization of energy. We are trying to minimize use of energy by
â¢ the steps taken by the company for utilizing alternate sources of energy;

â¢ the capital	investment on	using good rated and energy efficient
energy	conservation	appliances in factory as well as office
equipments;		premises.

(Rs. In Lakhs)

	2022-23	2021-22
Conservation of Energy (Electricity Expense)	7.28	-

B. Technology absorption

â¢ the efforts made towards technology absorption;	The Company has purchased the Machinery in FY 2022-23 to enhance the Production capacity
â¢ the benefits derived like product improvement, cost reduction, product development or import substitution;	Benefits derived to Company due to purchase of Machinery i.e. Product Improvement, Product development
â¢ in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	NIL
â¢ the expenditure incurred on Research and Development	NIL

C. Foreign Exchange Earnings and outgo

Particulars	2022-23 (Amt in Lakhs.)	2021-22 (Amt in Lakhs.)
Foreign exchange earnings in terms of actual inflows	1.76	Nil
Foreign exchange outgo in terms of actual outflows	Nil	Nil

Purchase of Raw material and traded goods

117.44

Nil

13. REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the element of risk threatening the Companyâs existence is very minimal.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. After conversion of Company from Private Limited to Public Limited, Board of Directors of the Company has formulated the Policy on Related Party Transactions.

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in Annexure I and is attached to this report.

17. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There is no a qualification, reservations or adverse remarks made by either the Auditors or by the Practicing Company Secretary in their respective reports.

18. COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director.

The said policy is available on the website of the company at https://prospectcommodities.com/docs/policies/nomination and remuneration p olicy.pdf

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of Five (5) Directors. As on the date of this report, the Board of the company constitutes of the following directors:

Sr. No.	Name of Directors/KMP	Designation	DIN	Date of Appointment / Change in Designation
1.	Mr. Vimal Sureshbhai Mishra	Managing Director	06820041	Appointed as a Director on 06.01.2022 and change in Designation from Director to Managing Director w.e.f. 01.01.2023 in Extra ordinary General Meeting held on 05.01.2023
2.	Mrs. Priyanka Vimal Mishra	Chariman and Director	09459276	Appointed as a Director on 06.01.2022 and appointed as Chairman Director w.e.f. 01.01.2023 in Extra ordinary General Meeting held on 05.01.2023
3.	Mrs. Riddhi Bharatkumar Vasita	Additional Director	06876566	Appointed as Additional Director in Board Meeting held on 23.12.2022
4.	Mr. Nevil Prameshkumar Soni	Independent Director	08206415	Appointed as Independent Director w.e.f. 01.01.2023 in Extra ordinary General Meeting held on 05.01.2023

Mr. Divya Shaileshbhai Shah

Independent

Director

09842159

Appointed as Independent Director w.e.f. 01.01.2023 in Extra ordinary General Meeting held on 05.01.2023

Mr. Vimal Sureshbhai Mishra

CFO

06820041

Appointed as CFO w.e.f. 01.01.2023 in Board Meeting held on 04.01.2023

Mrs. Bhargavi Jay Pandya

Company

Secretary

Appointed as Company Secretary w.e.f. 01.01.2023 in Board Meeting held on 04.01.2023

i. Retire by Rotation- Mrs. Priyanka Vimal Mishra

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors of the company are liable to retire by rotation, and if eligible, they can offer themselves for the re-appointment. In this Annual General Meeting Mrs. Priyanka Vimal Mishra (DIN: 09459276), NonExecutive Director of the Company is liable to retire by rotation and being eligible to offer herself for re-appointment.

ii. Regularization of Additional Director Mrs. Riddhi Bharatkumar Vasita

Mrs. Riddhi Bharatkumar Vasita (DIN: 06876566). who was appointed as an Additional Director of the company, with effect from 23rd December, 2022 by the Board of Directors of the Company under Section 161(1) of the Companies Act, 2013 and other applicable provisions of the Companies act, 2013, will be eligible to appoint as a regular Director subject to approval of Members in ensuing AGM.

20. DETAILS OF MANAGERIAL REMUNERATION

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board meets at regular interval with gap between not exceeding 120 days. Additional meetings are held as and when necessary. During the year 2022-23, the Board of Directors met Thirteen times scheduled as under:

Sr. No.	Date of Board Meeting
1	06.01.2022
2.	18.04.2022
3.	09.06.2022
4.	19.09.2022
5.	26.10.2022
6.	31.10.2022
7.	22.11.2022
8.	23.12.2022
9.	04.01.2023
10.	07.02.2023
11.	27.02.2023
12.	15.03.2023
13.	16.03.2023

Attendance of Directors during the Board Meeting

Sr.No.	Name of Directors	No. of Meeting
		No of Meeting entitled to attend	Attended
1	Vimal Sureshbhai Mishra	13	13
2	Priyanka Vimal Mishra	13	13
3.	Riddhi Bharatkumar Vasita	5	5
4.	Nevil Prameshkumar Soni	4	4
5.	Divya Shaileshbhai Shah	4	4

The company has complied with the applicable Secretarial Standard issued by the Institute of the Company Secretaries of India.

22. COMMITTEE OF BOARD:

A. AUDIT COMMITTEE:

The Board of Directors has constituted Audit Committee comprising of three directors including two Independent Director and all having financial literacy. The committee was constituted on 04.01.2023 with the following members on the committee:

Name of the Member	Nature of Directorship	Designation in Committee
Nevil Prameshkumar Soni	Independent Director	Chairman
Divya Shaileshbhai Shah	Independent Director	Member
Riddhi Bharatkumar Vasita	Non-executive Director	Member

Meeting of Audit Committee

Company was converted from private Limited to Public Limited as on 3 ^rd day of January, 2023. After conversion, Company got listed on BSE SME Platform as on 20.03.2023. Section 177 of the Companies Act, 2013 became applicable to company from date 20.03.2023 i.e. Date of Listing.

Company has conducted its First Audit committee meeting on 17.05.2023.

B. NOMINATION AND REMUNERATION COMMITTEE:

Name of the Member	Nature of Directorship	Designation in Committee
Divya Shaileshbhai Shah	Independent Director	Chairman
Nevil Prameshkumar Soni	Independent Director	Member
Riddhi Bharatkumar	Non-executive Director	Member
Vasita

Meeting of Nomination and Remuneration Committee

Section 178 of the Companies Act, 2013 became applicable to company from date 20.03.2023 i.e. Date of Listing. Company will conduct its First Nomination and Remuneration Committee meeting in FY 2023-24.

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board of Directors has constituted Stakeholder Relationship Committee comprising of three directors including two Independent Director and all directors having financial literacy. The committee was constituted on 04.01.2023 with the following members on the committee:

Name of the Member	Nature of Directorship	Designation in Committee
Riddhi Bharatkumar Vasita	Non-executive Director	Chairman
Divya Shaileshbhai Shah	Independent Director	Member

Nevil Prameshkumar Soni

Independent Director

Member

Meeting of Stakeholder Relationship Committee

Section 178 of the Companies Act, 2013 became applicable to company from date 20.03.2023 i.e. Date of Listing. Company will conduct its First Stakeholder Relationship Committee meeting in FY 2023-24.

23. EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and in compliance with the requirements of SEBI (LODR) Regulations, 2015,The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the nature & size of business of the Company.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received Declaration from all Independent Directors as required under Section 149 of the Companies Act, 2013 confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulations.

26. WEBLINK OF ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on March 31, 2023 is available on website of the Company and can be viewed at www.prospectcommodities.com . By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boardâs report.

27. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:â

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

(e) The Directors had device and implemented adequate systems and procedures for adequate internal financial controls over financial reporting and the Board believed that the same were operative effectively for the financial year under review.

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

28. STATUTORY AUDITORS

M/s. C.R Sharedalal & Co., Chartered Accountants (Firm Registration No.:109943W) was appointed as the First Auditors of the Company, to hold office till the conclusion of the first annual general meeting (âAGMâ) of the Company.

The Audit Committee of the Company, in its meeting held on 31.07.2023 had approved and recommended the appointment of C.R Sharedalal & Co., Chartered Accountants (Firm Registration No.:109943W), as the Statutory Auditors of the Company for a term of 5 years.

Board recommends their appointment for approval of the Members of the Company.

29. SECRETARIAL AUDITORS

Company Secretary in practice (COP No. 5854) to undertake the Secretarial Audit of the Company for the year under review. The Board has duly reviewed the Secretarial Auditorâs Report and the comments, appearing in the report are self-explanatory and do not call for any further explanation by the Board of Directors as provided under section 134 of the Act.

The Secretarial Audit Report is annexed herewith as âAnnexure-IIIâ.

30. INTERNAL AUDITORS

31. REPORT ON CORPORATE GOVERNANCE

Our company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Our Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange quarterly and not providing the Corporate Governance Report as the part of this Annual Report.

32. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required under clause 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been presented in a separate section forming part of this Annual Report.

33. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

instances of unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s) / Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the Companyâs website at link https://prospectcommodities.com/docs/policies/whistle blower policy.pdf

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

Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) is constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Following are the members of the committee:

Name	Role
Rashmikaben Maheshbhai Bhoi	Presiding officer
Punamben Ravibhai Patel	Member
Ronak Rajeshkumar Khambhati	Member
Swatiben Ketankumar Patel	External Member

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received any complaint of Sexual Harassment during the year under review and no complaint was pending as of 31st March, 2023.

No. of Complaints received: NIL

No. of Complaints disposed of: NIL

Company has formulated the policy for prevention of sexual Harassment as work place. Said policy is available on the website of company at link https://prospectcommodities.com/docs/policies/prevention of sexual harassment .pdf

35. BUSINESS RESPONSIBILITY REPORT:

36. POLICY ON CODE OF CONDUCT AND ETHICS:

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Business Conduct Ethics for Director & Senior Management Executive policy. As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your Company.

The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy available on website

https://prospectcommodities.com/docs/policies/code of conduct.pdf

37. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS:

Your Company doesnât fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

38. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

39. LISTING FEES:

The Company affirms that the annual listing fees for the year 2023-24 to the BSE Limited (BSE SME) has been duly paid.

40. REPORTING OF FRAUDS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies

Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in boards report.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companyâ future operations.

42. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

43. PREVENTION OF INSIDER TRADING

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at https://prospectcommodities.com/docs/policies/code of%20 internal procedure c onduct for prevention of insider trading.pdf

44. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Ventures and Associate Companies.

45. DEPOSITS AND DISCLOSURE OF MONEY RECEIVED FROM DIRECTORS AND THEIR RELATIVES:

The Company has not invited deposit to public during the year under review.

Disclosure of money received during the year under review from Directors and their relatives Pursuant to Rule 2 (vii) of The Companies (Acceptance of Deposits) Rules, 2014

(Rs. In Lakhs)

	Loans from Directors and their Relatives
Amount Outstanding at the beginning of the financial year	0.05
Change during the financial year
* Addition	30.8
* Reduction	NIL
Net Change	30.8
Total amount at the end of the financial year	30.85

46. SHARE CAPITAL

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

b. Issue of Sweat Equity Shares

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares With Differential Rights

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

d. Issue of Employee Stock Options

The Company has not issued any employee stock option during the financial year as per Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.

47. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on Behalf of Board of Directors Sd/- Sd/-

Date: 10/08/2023 Vimal Sureshbhai Mishra Priyanka Vimal Mishra

Place: Ahmedabad Managing Director Director

(DIN: 06820041) (DIN: 09459276)

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Directors Report of Prospect Consumer Products Ltd.

1. FINANCIAL RESULTS

2. SHARE CAPITAL:

3. LISTING ON BSE -SME PLATFORM:

4. DIVIDEND:

5. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION ANDPROTECTION FUND:

7. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

8. BUSINESS OVERVIEW:

9. DEPOSITS FROM PUBLIC:

10. CHANGE IN NATURE OF THE BUSINESS:

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES

14. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON:

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY OF THE COMPANY

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDERSECTION 186 OF THE COMPANIES ACT, 2013

18. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENTOF REMUNERATION AND DISCHARGE OF THEIR DUTIES

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Retire by Rotation- Mrs. Riddhi Bharatkumar Vasita

20. CHANGE IN BOARD COMPOSITION:

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDERREVIEW

22. COMMITTEE OF BOARD:

A. AUDIT COMMITTEE:

Meeting of Audit Committee

B. NOMINATION AND REMUNERATION COMMITTEE:

Meeting of Nomination and Remuneration Committee

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

Meeting of Stakeholder Relationship Committee

23. EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES ANDINDIVIDUAL DIRECTORS

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

25. DECLARATION OF INDEPENDENT DIRECTORS

26. DECLARATION IN RESPECT OF COMPLIANCE WITH THE CODE OF CONDUCT

27. WEBLINK OF ANNUAL RETURN

28. DIRECTORS RESPONSIBILITY STATEMENT:

29. STATUTORY AUDITORS

30. SECRETARIAL AUDITORS

31. INTERNAL AUDITORS

32. REPORT ON CORPORATE GOVERNANCE

33. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

34. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

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

36. BUSINESS RESPONSIBILITY REPORT:

37. POLICY ON CODE OF CONDUCT AND ETHICS:

38. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS:

39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANYONITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES.

40. LISTING FEES:

41. REPORTING OF FRAUDS:

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THECOMPANY:

43. COMPLIANCE OF SECRETARIAL STANDARDS:

44. PREVENTION OF INSIDER TRADING

45. MATERNITY BENEFIT:

46. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

47. DEPOSITS AND DISCLOSURE OF MONEY RECEIVED FROM DIRECTORSANDTHEIR RELATIVES:

48. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCYCODE,2016:

49. DIFFERENCE IN VALUATION:

50. SHARE CAPITAL

a. Provision of money by company for purchase of its own shares byemployees or by trustees for the benefit of employees

b. Issue of Sweat Equity Shares

c. Issue of Equity Shares With Differential Rights

d. Issue of Employee Stock Options

51. ACKNOWLEDGEMENTS

For and on Behalf of Board of Directors

Date: 28/08 /2025 Vimal Sureshbhai Mishra Priyanka Vimal Mishra

1. FINANCIAL RESULTS

2. SHARE CAPITAL:

3. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

4. LISTING ON BSE -SME PLATFORM:

5. DIVIDEND:

6. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES :

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS :

9. DEPOSITS FROM PUBLIC:

10. CHANGE IN NATURE OF THE BUSINESS:

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

A. Conservation of Energy

13. REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

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

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

18. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW

23. EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS

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

39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANYON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES.

COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE
COMPANY:

47. DEPOSITS AND DISCLOSURE OF MONEY RECEIVED FROM DIRECTORSAND
THEIR RELATIVES:

48. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE,2016:

a. Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees

18. COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES