Directors Report of Prudent Corporate Advisory Services Ltd.

Mar 31, 2025

Your directors are pleased to present the 22^nd Annual Report of Prudent Corporate Advisory Services Limited (âthe Companyâ) together with the audited financial statements for the financial year ended March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

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

	Standalone (''	in lakhs)	Consolidated ('' in lakhs)
Particulars	Current Year Previous Year 2024-25 2023-24		Current Year 2024-25	Previous Year 2023-24
Revenue from Operations	97,389.43 \|	69,391.24	1,10,356.07	80,509.11
Other Income	2,096.71	1,360.23	2,992.26	1,960.71
Profit before Depreciation, Finance Cost and Tax Expense	23,737.65	17,230.96	29,231.56	21,275.63
Less: Depreciation and Amortization Expenses	2,535.36	2,283.70	2,786.00	2,482.32
Profit before Finance Cost and Tax Expense	21,202.29	14,947.26	26,445.56	18,793.31
Less: Finance Costs	184.16	168.51	236.88	209.22
Profit before Tax Expense	21,018.13	14,778.75	26,208.68	18,584.09
Less: Tax Expense (Current & Deferred)	5,359.64	3,729.18	6,644.16	4,708.97
Profit after Tax	15,658.49	11,049.57	19,564.52	13,875.12
Add: Other Comprehensive Income/loss for the year	(91.51)	(99.05)	(103.12)	(116.23)
Total Comprehensive Income	15,566.98	10,950.52	19,461.40	13,758.89

CONSOLIDATED FINANCIAL STATEMENTS

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

STATE OF THE COMPANYâS AFFAIRS

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

Your company provide wealth management services to 19.28 lakhs unique retail investors through 33,308 MFDs on our business-to-business-to-consumer (âB2B2Câ) platform and are spread across branches in 136 locations in 21 states in India, as on March 31, 2025. Your company offers a technology enabled, comprehensive investment and financial services platform with end-to-end solutions critical for financial products distribution and presence across both online and offline channels and digital wealth management (âDWMâ) solutions through platforms, namely, FundzBazar, PrudentConnect, Policyworld and CreditBasket.

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

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

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

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

AWARDS

Our Company is certified as a âGreat Place to Workâ, which endorses the culture at our organization.

TRANSFER TO RESERVES

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

DEPOSITS

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

On July 25, 2023, the Board of Directors of the Parent Company approved the scheme of amalgamation of Prudent Broking Services Private Limited (âPBSPLâ), a wholly-owned subsidiary, with Prudent Corporate Advisory Services Limited (âPCASLâ), effective from the appointed date of April 01, 2023 (the âAmalgamation Schemeâ).

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

DIVIDEND DISTRIBUTION POLICY

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

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

DIVIDEND

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

CAPITAL STRUCTURE

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

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

â¢ Any sweat equity shares RELATED PARTY TRANSACTIONS

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) Directors:

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

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

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

Time Director and Executive Director to Non-Executive Director with effect from October 4, 2024, subject to the approval of members at the ensuing General Meeting.

BOARD EVALUATION

In compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the applicable Rules, and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board has undertaken an annual evaluation of its own performance, the performance of individual Directors (including Independent Directors, excluding the Director being evaluated), and the functioning of the following Committees of the Board:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders Relationship Committee;

iv) Corporate Social Responsibility Committee and

v) Risk Management Committee.

The evaluation process was conducted in a structured manner and the methodology adopted for the evaluation is detailed in the Corporate Governance Report, which forms an integral part of this Annual Report. The Board remains committed to monitoring and enhancing the effectiveness of the evaluation framework to ensure robust governance standards.

Additionally, in accordance with Regulation 25(4) of the SEBI (LODR) Regulations, the Independent Directors, in a separate meeting held during the year, carried out the performance evaluation of the Non-Independent Directors, the Chairperson of the Company, and the overall functioning of the Board. The feedback and insights derived from this exercise have been duly considered for strengthening the effectiveness of the Board and its Committees.

BOARD AND COMMITTEE MEETINGS

The details of meetings of the Board of Directors and its various Committees, including their composition, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The time gap between two consecutive meetings was within the statutory limits prescribed under Section 173 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the Rules made thereunder, along with Regulation 19 of the SEBI (LODR) Regulations, the Company has formulated a Remuneration Policy applicable to Directors, Key Managerial Personnel (KMP), Senior Management, and other employees. The Remuneration Policy outlines,

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

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

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

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

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

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

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

(B) Key Managerial Personnel

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

â¢ Mr. Sanjay Rameshchandra Shah - Chairman and Managing Director

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

â¢ Mr. Chiragkumar Bansilal Kothari - Chief Financial Officer

â¢ Mr. Kunal Amrishbhai Chauhan - Company Secretary

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

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

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

STATUTORY AUDITORS

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

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

COST AUDIT

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

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

SECRETARIAL AUDITORS

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

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

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

SUBSIDIARIES

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

1) Gennext Insurance Brokers Private Limited;

2) Prutech Financial Services Private Limited;

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

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

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size and nature of its operations. These controls are designed to ensure the orderly and efficient conduct of business, accuracy of financial records, and compliance with applicable laws and regulations.

During the year under review, the Internal Auditors assessed the design and operating effectiveness of key controls, and no material weaknesses were reported. The Statutory Auditors have also confirmed that the internal financial control system over financial reporting is adequate and operating effectively.

DIRECTORSâ RESPONSIBILITY STATEMENT

In compliance with Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors of Company affirm the following in relation to the fiscal year just concluded:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit and loss of the Company for the financial year ended 31st March, 2025;

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

(d) they have prepared annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

These confirmations reflect the directorsâ commitment to high standards of governance and integrity in the management of the Companyâs affairs.

Management Discussion & Analysis Report

In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015 the Management Discussion and Analysis Report for the year under review is presented in a dedicated section of this report. This analysis is integral to understanding the context of

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

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

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

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

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

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

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

RISK MANAGEMENT

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

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

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

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

Business Responsibility and Sustainability Report (BRSR)

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

Corporate Governance Report

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

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

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

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

Listing

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

ANNUAL RETURN

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

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

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

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

A. Conservation of Energy

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

B. Technology absorption

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

C. Foreign exchange earnings and Outgo

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

('' in lakhs)
Particulars	2024-25	2023-24
Foreign exchange earned	69.19	25.39
Foreign exchange outgo	12.59	20.64

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

GENERAL

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

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

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

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

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

Material Changes

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

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

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

IMPLEMENTATION OF CORPORATE ACTION

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

INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

(A) Transfer of Unclaimed/Unpaid Dividend

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

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

(B) Transfer of Shares

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

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

(D) Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto March 31, 2025 and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer:
Sr. No.	Date of declaration of Dividend	Number of Shareholders against whom the Dividend amount is unpaid	Number of shares against whom the Dividend amount is unpaid	Amount Unpaid as on March 31, 2025 ('')	Due date of transfer of Unpaid and Unclaimed Dividend to IEPF
1	Final Dividend (FY 2021-22) AGM held on September 29, 2022	125	7,011	6596	October 31, 2029
2	Final Dividend (FY 2022-23) AGM held on August 29, 2023	83	1972	2949	September 30, 2030
3	Final Dividend (FY 2023-24) AGM held on September 26, 2024	67	1576	3138	November 01, 2031

(E) Details of the resultant benefits arising out of shares already transferred to the IEPF:

There were no resultant benefits arising out of shares already transferred to the IEPF, which were required to be transferred to the IEPF by the Company.

CAUTIONARY STATEMENT

Statements made in this Report and in the Management Discussion & Analysis Report describing the Companyâs objectives, expectations, or forecasts may be forward-looking in nature. Actual results may differ materially due to various factors including changes in government regulations, tax regimes, economic conditions, and other external influences.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the continued support and cooperation received from shareholders, investors, clients, MFD(s), business partners, and all stakeholders during the year under review.

The Board also extends its gratitude to the Securities and Exchange Board of India (SEBI), BSE Limited, National Stock Exchange of India Limited (NSE), the Ministry of Corporate Affairs (MCA), and other statutory and regulatory authorities for their valuable guidance and continued support.

The trust and confidence placed in the Company by its clients and stakeholders have been instrumental to its success.

The Board further acknowledges the dedication, commitment, and efforts of all employees across the Company and its subsidiaries, whose contributions have been vital in achieving sustainable and profitable growth. The role of MFDs and other professionals in furthering the Companyâs mission is also gratefully recognized.

We look forward to your continued support and encouragement as we strive toward our future goals.

Name

Mr. Kunal Amrishbhai Chauhan, Company Secretary and Compliance Officer

Email Address

1) [email protected]

2) Kunal.chauhan@prudentcorporate,com

Mar 31, 2024

Your directors are pleased to present the 21^st Annual Report of Prudent Corporate Advisory Services Limited (âthe Companyâ), together with the audited financial statements for the year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

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

	Standalone (7 in lakhs)		Consolidated (7 in lakhs)
Particulars	Current Year 2023-24	Previous Year 2022-23	Current Year 2023-24	Previous Year 2022-23
Revenue from Operations	69,391.24	54076.66	80,509.11	61,132.72
Other Income	1,360.23	471.09	1,960.71	754.50
Profit before Depreciation, Finance Cost and Tax Expense	17,230.96	13,089.94	21,275.63	18,292.32
Less: Depreciation and Amortization Expenses	2,283.70	2,226.39	2,482.32	2,403.26
Profit before Finance Cost and Tax Expense	14,947.26	10,863.54	18,793.31	15,889.06
Less: Finance Costs	168.51	170.70	209.22	207.05
Profit before Tax Expense	14,778.75	10,692.85	18584.09	15682.01
Less: Tax Expense (Current & Deferred)	3,729.18	2,730.55	4,708.97	4,013.16
Profit after Tax	11,049.57	7,962.30	13875.12	11,668.85
Add: Other Comprehensive Income/loss for the year	(99.05)	(16.36)	(116.23)	(18.48)
Total Comprehensive Income	10,950.52	7,945.94	13,758.89	11,650.37

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the FY 2023-24 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (âthe Actâ), Indian Accounting Standards (âInd ASâ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [âSEBI (LODR) Regulationsâ] and the same shall also be made available to the Members in their forthcoming Annual General Meeting (âAGMâ).

STATE OF THE COMPANYâS AFFAIRS

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

Your Company provide wealth management services to 16.87 lakhs unique retail investors through 29,605 MFDs on our business-to-business-to-consumer (âB2B2Câ) platform and are spread across branches in 119 locations in 21 states in India, as on March 31, 2024. Your Company offers a technology-enabled, comprehensive investment and financial services platform with end-to-end solutions critical for financial products distribution and presence across both online and offline channels and digital wealth management (âDWMâ) solutions through platforms, namely, FundzBazar, PrudentConnect, Policyworld and

CreditBasket.

As on March 31, 2024, our assets under management from the mutual fund distribution business (âAUMâ) stood at 783,384 crore, with 96.2% of our total AUM being equity-oriented. Our AUM has increased from 7 56,189 crore as on March 31, 2023, to 783,384 crore as on March 31, 2024, representing an increase of 48.40%, with our equity-oriented AUM increasing from 52,525 to 80,230 crore during the same period, representing an increase of 52.75%.

Our retail focus has helped grow the number of systematic investment plans (âSIPsâ) handled by us from 19.66 lakhs as of March 31, 2023, to 25.53 lakhs as of March 31, 2024. Correspondingly, equity AUM from SIPs increased from 22,780 crore (representing 43.37% of our total equity AUM) as of March 31, 2023, to 35,645 crore (representing 44.04% of our total equity AUM) as of March 31, 2024. Our monthly SIP flows as of March 31, 2024, were 726 crore providing visibility of monthly inflows for our MFDs as well as the Company.

Our overall revenue from operations increased to 780,509.11 Lakh for Fiscal 2024 from 761,132.72 Lakh for Fiscal 2023, representing an increase of 31.70%. Our net profit for the year increased by 72206.27 lakhs or 18.91% to 713,875.12 lakhs for Fiscal 2024 from 711,668.85 lakhs for Fiscal 2023.

The detailed results of operations of the Company are given in the Management Discussion & Analysis forming part of this Annual Report.

TRANSFER TO RESERVES

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

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 of the Companies Act,

2013, read with the Companies (Acceptance of Deposits) Rules,

2014. Further, the Company does not have any deposit that is not in consonance with the provisions of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

Further, the Company has applied for Corporate Agent Registration with the Insurance Regulatory and Development Authority (âIRDAâ) to solicit and procure insurance business as a corporate agent to offer a full product basket. Registration was granted by IRDA on September 14, 2023.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company, in its meeting held on May 12, 2021, has approved and adopted a Policy on the Distribution of Dividends to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on the website of the Company at

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

DIVIDEND

The Board of Directors of your Company, in its meeting held on May 06, 2024, has recommended a final dividend of T 2.00 (Two Rupee) (@ 40%) per equity share of the face value of T 5/- each

fully paid up for the financial year ended March 31, 2024, subject to the approval of the Members at the ensuing Annual General Meeting. The Final Dividend is payable to those shareholders whose names appear on the Register of Members as on the Record Date.

CAPITAL STRUCTURE

During the year, the Company has not raised any capital, and hence the same remains unchanged.

During the year under review, the Company has not issued any:

a) shares with differential rights as to Dividend, voting or otherwise.

b) sweat equity shares.

RELATED PARTY TRANSACTIONS

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

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

As required under Regulation 23 of SEBI (LODR) Regulations, the Company has formulated a Related Party Transactions Policy, which is available on the Company''s website at https://www.prudentcorporate.com/investorrelation.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Directors:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company,

Mr. Chirag Ashwinkumar Shah (DIN: 01480310), Whole-time Director, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors recommends his reappointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Act, including compliance with relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (LODR) Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise, and they hold the highest standards of integrity.

None of the Directors of the Company is disqualified in terms of the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors by the Indian Institute of Corporate Affairs in terms of the recently introduced regulatory requirements. Also, the online proficiency self-assessment test, as mandated, was undertaken by the independent directors of the Company who were not exempted from the prescribed timelines.

(B) Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, Mr. Sanjay Rameshchandra Shah, Managing Director, Mr. Shirish Govindbhai Patel, Whole-time Director & CEO, Mr. Chirag Ashwinkumar Shah, Whole-time Director, Mr. Chiragkumar Bansilal Kothari, Chief Financial Officer and Mr. Kunal Amrishbhai Chauhan, Company Secretary are the Key Managerial Personnel (KMP) of the Company. There was a change amongst the KMPs during the year under review. Mr. Dhavalkumar Pareshbhai Ghetia who was appointed as Company Secretary on 22/07/2021 has resigned on 10/11/2023, thereafter Mr. Kunal Amrishbhai Chauhan has been appointed as Company Secretary on 25/01/2024.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually, including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders Relationship Committee; and

iv) Corporate Social Responsibility Committee.

v) Risk Management Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report, which forms part of this Annual Report. The Board is responsible for monitoring and reviewing the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, the Chairman and the Board as a whole at a separate meeting of Independent Directors.

BOARD AND COMMITTEE MEETINGS

The number of meetings of the Board and various Committees of the Board, including composition, are set out in the Corporate Governance Report, which forms part of this annual report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Companyâs Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company are uploaded on website of the Company at https://www.prudentcorporate.com/investorrelation. The Policy includes inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel of the Company and Board Diversity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a Corporate Social Responsibility (CSR) Policy, which is uploaded on the website of the Company at https://www.prudentcorporate.com/investorrelation.

Annual Report on CSR activities for the Financial Year 2023- 24 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - 1.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

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

Mr. Chirag Ashwinkumar Shah, Whole-time Director of the Company, has not taken any remuneration from the Company during the year under review. He has received a remuneration of R182 Lakhs from Gennext Insurance Brokers Private Limited, the Wholly Owned Subsidiary (WOS) of the Company during the financial year 2023-24.

STATUTORY AUDITORS

Your Company, at the 16^th (sixteenth) Annual General Meeting, held on September 30, 2019, had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W) as statutory Auditors of the Company for a period of 5 consecutive years till the 21^st Annual General Meeting at a remuneration as may be fixed by the Board of Directors in consultation with the Auditors. Further, Pursuant to the recommendation of the Audit Committee, the Board hereby recommends to the members the reappointment of Deloitte Haskins & Sells, Chartered Accountants (Firmâs Registration No. 117365W) as the Statutory Auditors of the Company, to hold office for 2nd Term for a period of 4 (four) consecutive years commencing from the conclusion of this 21^st Annual General Meeting till the conclusion of the 25^th Annual General Meeting of the Company to be held in the financial year 2027-2028. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

The Statutory Auditorsâ Report for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

COST AUDIT

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the Financial Year 2023-24.

SECRETARIAL AUDITORS

The Board has appointed M/s. M.C. Gupta & Co., Practicing Company Secretaries (COP No.: 1028) to undertake the Secretarial Audit of the Company for the financial year 202324 to 2025-26 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended.

The Secretarial Audit Report in the prescribed Form No. MR-3 for the Financial Year 2023-24 is annexed herewith as Annexure -3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation adverse remark or disclaimer in his report.

The Company has also filed the Secretarial Compliance Report for the financial year ended March 31, 2024, with the Stock Exchanges with regards to compliance with applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of SEBI (LODR) Regulations.

SUBSIDIARIES

Your Company has the following wholly owned subsidiaries on March 31, 2024:

1. Gennext Insurance Brokers Private Limited;

2. Prutech Financial Services Private Limited;

As of March 31, 2024, your Company does not have any Associate/ Joint Venture as defined under the provisions of the Act.

To comply with the provisions of Section 129 of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries of your Company (including their performance and financial position) in prescribed Form AOC-1 forms part of this Annual Report and, therefore, not repeated here to avoid duplication. Further, the contribution of the subsidiary to the overall performance of your Company is provided in Note No. 41 of the Consolidated Financial Statements.

Financial Statements of the above-mentioned subsidiary companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM between 11:00 A.M. to 5:00 P.M. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements, including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on the website of the Company at https://www.prudentcorporate. com/investorrelation.

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining Material Subsidiary. Further, Gennext Insurance Brokers Private Limited (GIBPL) became a material subsidiary of the Company as per Audited Financial Statements for the year ended March 31, 2024. Policy on Material Subsidiary is uploaded on the website of the Company at https://www.prudentcorporate.com/

investorrelation. As per Regulation 24A of Listing Regulations, the Secretarial Audit Report of GIBPL is annexed as Annexure - 4.

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

Your Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/dealings within the Company. The same is detailed in the Corporate Governance Report, which forms part of this annual report.

RISK MANAGEMENT

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

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

There are no risks which, in the opinion of the Board, threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal controls with

reference to financial statements and day-to-day operations and the same are operating effectively. The Internal Auditors tested the design and effectiveness of the key controls and no material weaknesses were observed in their examination. Further, Statutory Auditors verified the systems and processes and confirmed that the Internal Financial Controls System over financial reporting is adequate and that such controls are operating effectively.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed, and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the profit and loss of the Company for the financial year ended March 31, 2024;

(d) they have prepared annual accounts on a going-concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively, and

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

OTHER INFORMATION

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of this Annual Report.

Business Responsibility and Sustainability Report (BRSR)

BRSR for the year under review, as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations, forms part of this Annual Report.

Corporate Governance Report

The Companyâs shares are listed with BSE Limited and National Stock Exchange of India Limited with effect from May 20, 2022. The Report on Corporate Governance forms part of this Annual Report. The Report received from M/s. M. C. Gupta & Co., Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nationwide trading terminals. The annual listing fee for the Financial Year 2024-25 has been paid to the National Stock Exchange of India Limited and BSE Limited.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is available on the Company''s website at https://www.prudentcorporate.com/investorrelation.

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

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

A. Conservation of Energy

i) Steps taken for conservation of energy: The Company evaluates the possibilities and various alternatives to reduce energy consumption, and the use of low-energy-consuming LED lighting is being encouraged. The Company recognizes the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in an environment-friendly and energy-efficient manner.

ii) Steps taken by the Company for utilizing alternate sources of energy: Nil

iii) Capital investment on energy conservation equipment: Nil

B. Technology absorption

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

C. Foreign exchange earnings and Outgo

The particulars relating to foreign exchange earnings and outgo during the year under review are as follows:

Particulars	2023-24	2022-23
Foreign exchange earned	25.39	0.00
Foreign exchange outgo	20.64	4.33

During the FY- 2023-24, the Company had foreign exchange earnings-T 25.39/-Lakhs), while the Company has made an expenditure of T 20.64/-Lakhs in foreign currency.

During the FY- 2022-23, the company had no foreign exchange earnings, while the Company has made an expenditure of T 4.33 Lakhs in foreign currency.

GENERAL

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

1. No significant or material orders were passed by the Regulators, or Courts, or Tribunals that would impact the going concern status and the Companyâs operations in the future.

2. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, as at the end of the Financial Year 2023-24.

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

The Company is in regular compliance with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India

Material Changes

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

respective shareholders and creditors in terms of Section 233 of the Companies Act, 2013 read with Rule 25 of The Companies (Compromise, Arrangement and Amalgamation) Rules, 2016.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

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

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

(A) Transfer of Unclaimed/Unpaid Dividend

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

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

(B) Transfer of Shares

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

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

(D) Year-wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account up to March 31, 2024, and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer:

Sr.

No.

Date of declaration of Dividend

Number of Shareholders against whom the Dividend amount is unpaid

Number of shares against whom the Dividend amount is unpaid

Amount Unpaid as on March 31, 2024 (?)

Due date of transfer of Unpaid and Unclaimed Dividend to IEPF

Final Dividend (FY 2021-22) AGM held on September 29, 2022

125

7,011

6596

October 31, 2029

Final Dividend (FY 2022-23) AGM held on August 29, 2023

1972

2949

September 30, 2030

(E) Details of the resultant benefits arising out of shares already transferred to the IEPF:

There were no resultant benefits arising out of shares already transferred to the IEPF, which were required to be transferred to the IEPF by the Company.

Name

Mr. Kunal Amrishbhai Chauhan,

Company Secretary and Compliance Officer

Email Address

[email protected]

CAUTIONARY STATEMENT

Statements in the Boardâs Report and the Management Discussion & Analysis Report describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statements. Important factors that could influence the Company''s operations include changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Companyâs organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Companyâs resources for sustainable and profitable growth.

Your directors acknowledge the support and cooperation received from the employees, MFDs and all those who have helped to manage the day-to-day business operations of the Company.

For and on behalf of the Board of Directors of Prudent Corporate Advisory Services Limited

Sanjay Rameshchandra Shah

Date: August 08, 2024 Chairman

Place: Ahmedabad DIN: 00239810

Mar 31, 2023

Your directors are pleased to present the 20th Annual Report of Prudent Corporate Advisory Services Limited (âthe Companyâ) together with the audited financial statements for the year ended March 31, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for the year ended March 31, 2023 is summarized below:

	Standalone (Rs. in Lakhs		Consolidated (Rs. in Lakhs)
Particulars	Current Year Previous Year 2022-23 2021-22		Current Year 2022-23	Previous Year 2021-22
Revenue from Operations	51,823.43 \|	39,078.03	61,132.72	45,075.27
Other Income	474.73	661.30	754.50	781.20
Profit before Depreciation, Finance Cost and Tax Expense	12,285.25	9,194.12	18,292.32	12,308.55
Less: Depreciation and Amortization Expenses	2,199.81	1,177.46	2,403.26	1,338.82
Profit before Finance Cost and Tax Expense	10,085.44	8,016.66	15,889.06	10,969.73
Less: Finance Costs	122.36	196.58	207.05	258.95
Profit before Tax Expense	9,963.08	7,820.08	15,682.01	10,710.78
Less: Tax Expense (Current & Deferred)	2,548.07	1,953.63	4,013.16	2,676.98
Profit after Tax	7,415.01	5,866.45	11,668.85	8,033.80
Add: Other Comprehensive Income/loss for the year	(13.93)	(10.45)	(18.48)	(5.91)
Total Comprehensive Income	7,401.08	5,856.00	11,650.37	8,027.89

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the FY 2022-23 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (âthe Actâ), Indian Accounting Standards (âInd ASâ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [âSEBI (LODR) Regulationsâ] and the same shall also be made available to the Members in their forthcoming Annual General Meeting (âAGMâ).

STATE OF THE COMPANYâS AFFAIRS

Your company provide wealth management services to 15.32 lakhs unique retail investors through 26,949 MFDs on our business-to-business-to-consumer (âB2B2Câ) platform and are spread across branches in 120 locations in 21 states in India, as on March 31, 2023. Your company offers a technology enabled, comprehensive investment and financial services platform with end-to-end solutions critical for financial products distribution and presence across both online and offline channels and digital wealth management (âDWMâ) solutions through

platforms, namely, FundzBazar, PrudentConnect, Policyworld and CreditBasket.

As on March 31, 2023, our assets under management from the mutual fund distribution business (âAUMâ) stood at 456,189 crore with 93.5% of our total AUM being equity oriented. Our AUM has increased from 4 49,473 crore as on March 31, 2022 to 456,189 crore as on March 31, 2023, representing an increase of 13.58% with our equity oriented AUM increasing from 45,799 to 52,525 crore during the same period, representing an increase of 14.69%.

Our retail focus has helped grow the number of systematic investment plans (âSIPsâ) handled by us from 16.37 lakhs as of March 31, 2022 to 19.66 lakhs as of March 31, 2023. Correspondingly, equity AUM from SIPs increased from 19,203 crore (representing 41.93% of our total equity AUM) as of March 31, 2022 to 22,780 crore (representing 43.37% of our total equity AUM) as of March 31, 2023. Our monthly SIP flows as of March 31, 2023 were 517 crore providing visibility of monthly inflows for our MFDs as well as the Company.

Our overall revenue from operations increased to 451,823.43 Lakh for Fiscal 2023 from 439,078.03 Lakh for Fiscal 2022, representing an increase of 32.62%. Our net profit for the year increased by 41,548.56 lakhs or 26.40% to 47,415.01 lakhs for Fiscal 2023 from 45,866.45 lakhs for Fiscal 2022.

The detailed results of operations of the Company are given in the Management Discussion & Analysis forming part of this Annual Report.

TRANSFER TO RESERVES

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

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit not in consonance with the provisions of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business. However, your company has started offering facilities to their clients to trade in Future and Option Segment on FundzBazar Stock Broking platform

Further, the Company has applied for Corporate Agent Registration with Insurance Regulatory and Development Authority (âIRDAâ) for soliciting and procuring insurance business as a corporate agent to offer a full product basket. Registration is under process with IRDA.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company in its meeting held on May 12, 2021 has approved and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on website of the Company at

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

DIVIDEND

The Board of Directors of your company, in its meeting held on May 24, 2023 has recommended a final dividend of T 1.50 (One Rupee and Fifty Paisa) (@ 30%) per equity share of the face value of T 5/- each fully paid up for the financial year ended 31st March, 2023, subject to the approval of the Members at the ensuing 20th Annual General Meeting. The Final dividend is payable to those shareholders whose names appear on the Register of Members as on the Record Date.

CAPITAL STRUCTURE

During the year, Company has not raised any capital and hence the same remains unchanged.

During the year under review, the Company has not issued any:

a) shares with differential rights as to dividend, voting or otherwise.

b) sweat equity shares.

RELATED PARTY TRANSACTIONS

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

As required under Regulation 23 of SEBI (LODR) Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at https://www.prudentcorporate.com/investorrelation.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Directors:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Shirish Govindbhai Patel (DIN: 00239732), Whole-time Director is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

During the year under review, based upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on January 9, 2021 had approved the re-appointment of Ms. Shilpi Sumankumar Thapar (DIN 00511871) and Mr. Aniket Sunil Talati (DIN 02724484) as Independent Director(s) (in the category of âNonExecutive Independent Directorâ) for second term of 5 (five) consecutive years w.e.f. June 7, 2023 and their re-appointment was duly approved by the Shareholders of the Company through special resolutions passed by way of postal ballot on February 16, 2023.

The above-mentioned Directors have affirmed that they are not debarred from holding the office of Director(s) by virtue of any SEBI order or any other such Authority.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Act including compliance of relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (LODR) Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors by Indian Institute of Corporate Affairs in terms of the recently introduced regulatory requirements. Also, the online proficiency self-assessment test as mandated was undertaken by those Independent Directors of the Company who were not exempted within the prescribed timelines.

The members at their 18th Annual General Meeting held on July 23, 2021, had appointed Mr. Sanjay Rameshchandra Shah (DIN: 00239810) as Managing Director for a term of three years effective from April 1, 2021 to March 31, 2024. His office of directorship is due for re-appointment on March 31, 2024.

Therefore, pursuant to the provisions of the Companies Act, 2013 (âthe Actâ), Articles of Association of the Company, SEBI (LODR) Regulations and based on the recommendations received from the Nomination and Remuneration Committee and the Board of Directors, the Shareholders may consider the re-appointment of Mr. Sanjay Rameshchandra Shah, as Chairman and Managing Director of the Company for further term of three (3) years w.e.f. April 1, 2024 to March 31, 2027.

Further, the members at their 18th Annual General Meeting held on July 23, 2021, had appointed and designated Mr. Shirish Govindbhai Patel (DIN: 00239810) as Whole-time Director & CEO

for a term of two years and eight months effective from August 1, 2021 to March 31, 2024. His office of directorship is due for re-appointment on March 31, 2024.

Therefore, pursuant to the provisions of the Companies Act,

2013 (âthe Actâ), Articles of Association of the Company, SEBI (LODR) Regulations and based on the recommendations received from the Nomination and Remuneration Committee and the Board of Directors, the Shareholders may consider the re-appointment of Mr. Shirish Govindbhai Patel, as Whole-time Director and Chief Executive Officer of the Company for further term of three (3) years w.e.f. April 1, 2024 to March 31, 2027.

Further, the members at their 18th Annual General Meeting held on July 23, 2021, had appointed Mr. Deepak Sood (DIN: 01642332) and Mr. Karan Kailash Datta (DIN: 08413809) as Independent Directors to hold office for a first term of three years effective from October 23, 2020 to October 22, 2023.

Accordingly, pursuant to the provisions of the Companies Act, 2013 (âthe Actâ), Articles of Association of the Company, performance evaluation and based on the recommendations received from the Nomination and Remuneration Committee and the Board of Directors, the Shareholders may consider the re-appointment of Mr. Deepak Sood (DIN: 01642332) and Mr. Karan Kailash Datta (DIN: 08413809) as Independent Directors of the Company for second term of five (5) years w.e.f. October 23, 2023 to October 22, 2028.

Brief resume and other details of the Director(s) being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of ensuing AGM. The above proposals for re-appointment forms part of the Notice of the ensuing AGM and appropriate resolutions for reappointment of the aforesaid directors are being moved at the ensuing Annual General Meeting, which the board recommends for your approval.

(B) Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, Mr. Sanjay Rameshchandra Shah, Managing Director, Mr. Shirish Govindbhai Patel, Whole-time Director & CEO, Mr. Chirag Ashwinkumar Shah, Whole-time Director, Mr. Chiragkumar Bansilal Kothari, Chief Financial Officer and Mr. Dhavalkumar Pareshbhai Ghetia, Company Secretary are the Key Managerial Personnel (KMP) of the Company. There was no change amongst the KMPs during the year under review.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders Relationship Committee; and

iv) Corporate Social Responsibility Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this Annual Report. Board is responsible to monitor and review the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors.

BOARD AND COMMITTEE MEETINGS

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this annual report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Companyâs Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at https://www.prudentcorporate.com/ investorrelation. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel of the Company and Board Diversity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a Corporate Social Responsibility (CSR) Policy which is uploaded on website of the Company at https:// www.prudentcorporate.com/investorrelation.

Annual Report on CSR activities for the Financial Year 2022- 23 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility

Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - 1.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Mr. Chirag Ashwinkumar Shah, Whole-time Director of the Company has not taken any remuneration from the Company during the year under review. He has received a remuneration of T188 Lakhs from Gennext Insurance Brokers Private Limited, the Wholly Owned Subsidiary (WOS) of the Company during the financial year 2022-23.

STATUTORY AUDITORS

Your Company at the 16th (Sixteenth) Annual General Meeting held on September 30, 2019 had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W) as Statutory Auditors of the Company for a period of 5 consecutive years till 21st Annual General Meeting at a remuneration as may be fixed by the Board of Directors in consultation with the Auditors. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

The Statutory Auditorsâ Report for the Financial Year 2022- 23 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

COST AUDIT

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the Financial Year 2022-23.

SECRETARIAL AUDITORS

The Board has appointed M/s. M.C. Gupta & Co., Practicing Company Secretaries (COP No.: 1028) to undertake the Secretarial Audit of the Company for the financial year 2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended.

The Secretarial Audit Report in the prescribed Form No. MR-3 for the Financial Year 2022-23 is annexed herewith as Annexure - 3 to this Report. The Secretarial Audit Report does not contain

any qualification, reservation or adverse remark or disclaimer in his report.

The Company has also filed the Secretarial Compliance Report for the financial year ended March 31, 2023 with the Stock Exchanges with regards to compliance of applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of SEBI (LODR) Regulations.

SUBSIDIARIES

Your Company has the following wholly owned subsidiaries on March 31, 2023:

1. Gennext Insurance Brokers Private Limited;

2. Prudent Broking Services Private Limited;

3. Prutech Financial Services Private Limited;

As on March 31, 2023, your Company does not have any Associate/Joint Venture as defined under the provisions of the Act.

To comply with the provisions of Section 129 of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries of your Company (including their performance and financial position) in prescribed Form AOC-1 forms part this Annual Report and therefore not repeated here to avoid duplication. Further, contribution of subsidiary to the overall performance of your Company provided in Note No. 41 of the Consolidated Financial Statements.

Financial Statements of the above-mentioned subsidiary companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM between 11:00 A.M. to 5:00 P.M. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company at https://www.prudentcorporate.com/investorrelation.

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining Material Subsidiary. Further, Gennext Insurance Brokers Private Limited (GIBPL) became material subsidiary of the Company as per Audited Financial Statements for year ended March 31,

2023. Policy on Material Subsidiary is uploaded on website of the Company at https://www.prudentcorporate.com/ investorrelation. As per Regulation 24A of Listing Regulations, the Secretarial Audit Report of GIBPL is annexed as Annexure - 4.

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

Your Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. The same is detailed in the Corporate Governance Report, which forms part of this annual report.

RISK MANAGEMENT

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

There are no risks, which in the opinion of the Board threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal controls with reference to financial statements and day to day operations and the same are operating effectively. The Internal Auditors tested the design and effectiveness of the key controls and no material weaknesses were observed in their examination. Further, Statutory Auditors verified the systems and processes

and confirmed that the Internal Financial Controls system over financial reporting are adequate and such controls are operating effectively.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, Board of Directors of the Company, hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit and loss of the Company for the financial year ended 31st March, 2023;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

OTHER INFORMATION

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of this Annual Report.

Business Responsibility and Sustainability Report (BRSR)

BRSR for the year under review, as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations, forms part of this Annual Report.

Corporate Governance Report

The Companyâs shares are listed with BSE Limited and National Stock Exchange of India Limited with effect from May 20, 2022. The Report on Corporate Governance forming part of this Annual Report. The Report received from M/s. M. C. Gupta & Co., Company Secretaries confirming compliance with the

conditions of corporate governance is also attached to the Corporate Governance Report.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the Financial Year 2023-24 has been paid to the National Stock Exchange of India Limited and BSE Limited.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is available on website of the Company at https://www.prudentcorporate.com/investorrelation.

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

A. Conservation of Energy

i) Steps taken for conservation of energy: The Company evaluates the possibilities and various alternatives to reduce energy consumption and use of low energy consuming LED lightings is being encouraged. The Company recognizes the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in an environment friendly and energy efficient manner.

ii) Steps taken by the Company for utilizing alternate sources of energy: Nil

iii) Capital investment on energy conservation equipment: Nil

B. Technology absorption

C. Foreign exchange earnings and Outgo

During the year the company had no foreign exchange earnings, while the Company has made an expenditure of Y 4.34 Lakhs in foreign currency.

GENERAL

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

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

2. No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2022-23.

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

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

No material changes and commitments have occurred after the closure of the Financial Year 2022-23 till the date of this Boardâs Report, which would affect the financial position of your Company.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company has taken unsecured loans from Directors of the Company. Details of Unsecured Loans taken from Directors of the Company are given in the Notes to the Financial Statements forming part of Annual Report.

Director, who has given unsecured loans to the Company, has furnished to the company at the time of giving the loan, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

(A) Transfer of Unclaimed/Unpaid Dividend

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

(B) Transfer of Shares

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

Name

Mr. Dhavalkumar Pareshbhai Ghetia,

Company Secretary and Compliance Officer

Email Address

[email protected]

(D) Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto March 31, 2023 and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer:

Sr.	Date of declaration of Dividend	Number of	Number of	Amount Unpaid	Due date of
No.		Shareholders against	shares against	as on March 31,	transfer of Unpaid
		whom Dividend	whom Dividend	2023 (?)	and Unclaimed
		amount is unpaid	amount is unpaid		Dividend to IEPF
1	Final Dividend (FY 2021-22) AGM held on September 29, 2022	127	7,035	6,620	October 31, 2029

(E) Details of the resultant benefits arising out of shares already transferred to the IEPF:

There were no resultant benefits arising out of shares already transferred to the IEPF, which were required to be transferred to the IEPF by the Company.

CAUTIONARY STATEMENT

Statements in the Boardâs Report and the Management Discussion & Analysis Report describing the Companyâs objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statements. Important factors that could influence the companyâs operations include changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the company.

ACKNOWLEDGEMENT

Your directors acknowledge the support and co-operation received from the employees, MFDs and all those who have helped to manage day-to-day business operations of the Company.

For and on behalf of the Board of Directors of Prudent Corporate Advisory Services Limited

Sanjay Rameshchandra Shah

Date: July 25, 2023 Chairman

Place: Ahmedabad DIN: 00239810

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