To The Members,

PRABHA ENERGY LIMITED

Ahmedabad

Dear Members,

Your directors are pleased to present the 15^th Annual Report of the Company along with the Audited Financial Statements for the financial year ended on March 31, 2024.

As an integral part of the Scheme, the company has been converted from Private Limited Company to Unlisted Public Limited Company vide Certificate of Incorporation consequent upon conversion to public company issued by the Registrar of Companies, Gujarat on 23^rd July, 2024. Moreover, the Company is currently in the process of getting its shares listed on both NSE and BSE, subject to Stock Exchange(s) and other regulatory approvals.

FINANCIAL RESULT

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as defined in the Companies Act, 2013, read with rules made there under. The financial performance of the Company for the financial year ended on March 31, 2024, is summarised below:

(INR In Lakhs)

*Restated Pursuant to Scheme of Amalgamation

COMPOSITE SCHEME OF ARRANGEMENT

The Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench vide its order dated August 30, 2024 read with corrigendum order dated September 11, 2024, has approved the Composite Scheme of Arrangement ("the Scheme") of Deep Energy Resources Limited ("Transferor Company 1" or "DERL"), and Savla Oil and Gas Private Limited ("Transferor Company 2" or "SOGPL"), with and into Prabha Energy Private Limited ("Transferee Company" or "PEPL") and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013, and other applicable laws including the rules and regulations ("Scheme"). The Scheme has been made effective from 01^st April, 2022.

PERFORMANCE OF COMPANY

During the year under review, the Company's Standalone revenues from operations decreased to INR 53.64 Lakhs as compared to INR 3102.35 Lakhs in the previous year, while consolidated revenues from operations decreased to INR 278.51 Lakhs as compared to INR 3345.37 Lakhs in the previous year.

The Company's Standalone net loss was INR 104.81 Lakhs as compared to profit of INR 362.42 Lakhs in the previous year. Your Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming financial years.

The financials as disclosed above are based on the restated impact given to the financials on account of the Composite Scheme of Arrangement. Accordingly, our results of operations in Fiscal 2024 are not strictly comparable with the Fiscal 2023.

DIVIDEND

In view of the future Capital expenditures, the Directors have decided to plough back the profits. Hence, no dividend has been recommended this year on equity shares of the Company.

A. Authorized share capital

As per the order of Hon'ble NCLT, Ahmedabad Bench, the Authorised Share Capital after considering consolidation of the authorised share capital of the Transferor Company 1 and the Transferor Company 2 with the authorised share capital of the Transferee Company stand enhanced to INR 64,07,48,700 (Indian Rupees Sixty Four Crore Seven Lakh Forty Eight Thousand and Seven Hundred), comprising into 58,81,48,100 (Fifty Eight Crore Eighty One Lakh Forty Eight Thousand and One Hundred) Equity Shares of face value of INR 1 (Indian Rupee One) each and 52,60,060 (Fifty Two Lakh Sixty Thousand and Sixty) Preference Shares having face value of INR 10 (Indian Rupees Ten) each.

B. Issued And Paid-Up Share Capital

As an integral part of the Scheme of Arrangement,

a) The face value of the equity share of the Company has been sub-divided from INR 10 to INR 1 each without any further act;

b) Issued and allotted bonus shares of 10 (Ten) Equity Shares of INR 1 (Indian Rupee One) for 1 (One) Equity Shares of INR 1 (Indian Rupee One) as fully paid shares;

c) the Share Capital amounting to INR 21,17,96,990 which includes 195866990 equity shares of Rs. 1 each and 1593000 Non 10% (Div) Non Cumulative, Non Participative, Redeemable, Non Convertible Preference Shares (NCRPS) of Rs.

10 each, stands cancelled automatically and reduced in terms of section 66 of the Companies Act, 2013;

d) Issued and allotted 4,40,00,000 Equity Shares of face value of INR 1 each of the Company, credited as fully paid up, including 6,017 Equity Shares as fractional shares to the shareholders of the Transferor Company 1 whose name appears in the register of members as on the Record Date i.e. September 25, 2024.

e) Issued and allotted 9,29,05,531 Equity Shares of face value of INR 1 each of the Company, credited as fully paid up, including 7 Equity Shares as fractional shares to the shareholders of the Transferor Company 2 whose name appears in the register of members as on the Record Date i.e. September 25, 2024.

The Paid up Equity Share Capital as of the Company stands to INR 1369.05 Lakhs.

During the year under review, except as mentioned above the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. The Company has not issued any convertible instrument during the year.

RESERVES

The Board has decided not to transfer any amount to General Reserves for the financial year 2023-24.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

Pursuant to the order of NCLT dated August 30, 2024 read with corrigendum order dated September 11, 2024, the following Two Subsidiaries of Transferor Company-1 stand transferred to and become the subsidiary of the Company;

Indian Subsidiaries:

i. Deep Natural Resources Limited (Material Subsidiary Company)

Foreign Subsidiaries:

ii. Deep Energy LLC (Wholly Owned Subsidiary)

As provided in Section 136 of the Act, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary companies are not being attached with the Balance Sheet of the Company.

The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies, which will be kept open for inspection at the Registered Office of the Company.

As provided in Section 129(3) of the Companies Act and Rules made thereunder a statement containing the salient features of the financial statements of its subsidiaries in the format AOC-1 is forming part of this Annual report.

The policy relating to material subsidiaries as approved by the Board may be accessed on the Company's website.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Ind AS–110 on Consolidation of Financial Statements and as provided under the provisions of the Companies Act, 2013 [hereinafter referred to as "Act"] read with Schedule III to the Act and Rules made thereunder and Accounting Standards and regulation as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Audited Consolidated Financial Statements are provided in the Annual Report, which shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries after elimination of minority interest, as a single entity.

The Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditor's Report thereon form part of this Annual Report.

The Financial Statements as stated above are available on the website www.prabhaenergy.com of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

The Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, has sanctioned the Composite Scheme of Arrangement amongst Deep Energy Resources Limited ("Transferor Company 1"), Savla Oil and Gas Private Limited ("Transferor Company 2") and Prabha Energy Private Limited ("Transferee Company") and their respective shareholders and creditors, under Sections 230-232 of the Companies Act, 2013, vide an order dated August 30, 2024. This was followed by a corrigendum order dated September 11, 2024 and the company received the certified copy of the order on September 20, 2024.

Moreover, the Company is currently in the process of implementing the approved scheme and will be listed on both NSE and BSE, subject to Stock Exchange(s) and other regulatory approvals.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company, during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the

Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the website of the Company i.e. www.prabhaenergy.com in the investor section.

BOARD MEETINGS

During the year, sixteen (16) meetings of the Board of Directors were held, as required under the Companies Act, 2013. The details of the number of Board meetings held and attendance of Directors are provided in the Corporate Governance Report, which forms part of this Report.

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

Appointment:

During the year under review, the Board of Directors at their meeting held on November 09, 2023 appointed Mr. Navin C. Pandey (DIN: 08252350) and Ms. Priyanka K Gola (DIN: 09384530) as an Additional Independent Directors of the Company and further regularized them as an Independent Directors of the Company for a term of five consecutive years at the Extra Ordinary General Meeting of the Company held on November 10, 2023.

Mr. Shail M. Savla (DIN: 08763064) was re-designated as the Managing director of the Company w.e.f November 09, 2023 by the Board of Directors at their meeting held on the same day. Further the said appointment was also regularized by the members of the Company at Extra Ordinary General Meeting held on November 10, 2023.

Lastly, Mr. Premsingh M. Sawhney was re-appointed as the Executive Director of the Company for a period of three (3) years with effect from February 20, 2024 on terms and conditions including remuneration as set out thereunder.

Retirement by Rotation:

In accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mr. Vishal G. Palkhiwala (DIN: 09695011), Director of the Company retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the approval of the Shareholders of the Company.

Cessation/Resignation:

During the year under review Mr. Neel M. Savla Executive Director has resigned from the Board of the Company with effect from November 09, 2023, due to pre-occupation and other Commitments. Further, Mr. Neel M. Savla has in his Resignation letter confirmed that, there were no other material reasons for his resignation.

Appointment of Independent Directors

To comply with the SEBI (LODR) Regulations, 2015, your company has appointed following Independent Directors: 1) Mr. Navin C. Pandey (w.e.f November 09, 2023) 2) Ms. Priyanka K Gola(w.e.f November 09, 2023) 3) Ms. Shaily J. Dedhia (w.e.f June 27, 2022)

Key Managerial Personnel:

Pursuant to Section 2(51) of the Companies Act, 2013, read with the Rules framed there under, the following persons have been designated as Key Managerial Personnel of the Company:

1. Mr. Shail M. Savla – Managing Director (MD) with effect from November 09, 2023

2. Mr. Vishal G. Palkhiwala – Chief Financial Officer (CFO) with effect from August 02, 2024

3. Mrs. Nikita Agarwalla – Company Secretary (CS) with effect from October 01, 2024

In order to comply with the SEBI Listing Regulations, the Board has appointed the Key Managerial Personnels on respective board meetings as mentioned above.

There was no other change in the composition of the Board of Directors and Key Managerial Personnel during the year under review, except as stated above.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed and there are no 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 financial year and of the profit of the Company for the financial year ended March 31, 2024; c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the Annual Accounts for the financial year ended March 31, 2024 on a going concern basis;

e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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.

COMMITTEE OF THE BOARD

To comply with the requirements on listing, the Company has constituted the Committee(s) at the meeting of the Board of Directors held on 09^th November, 2023. The details of the composition of the Audit Committee and other various Committee(s), including Nomination and Remuneration Committee and Stakeholder's Relationship Committee, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company www.prabhaenergy.com.

In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In order to comply with the SEBI Listing Regulation, the Board has appointed independent directors in their meeting held on November 09, 2023 and the Company has in place familiarization program for the Independent Directors with respect to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The Company would also encourage existing directors to attend seminars and trainings to enable them to keep pace with changes of regulatory and financial reporting standards that have a material bearing on the Company and its industry. The policy on familiarization program for Independent Directors are available on the Company's website at www.prabhaenergy.com in the investor section. The Company shall ensure to provide familiarization programme during FY 2024 in accordance with SEBI Listing Regulation.

BOARD EVALUATION

The Company has adopted the policy for evaluation of the performance of the Board, its committees and individual directors on November 23, 2024 in order to comply with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as the Company is in the process of listing and hence evaluation of the performance of the Board and its Committees will be carried out for the current financial year.

NOMINATION AND REMUNERATION POLICY

The Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration on November 23, 2024 in order to comply with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as the Company is in the process of listing. Brief information about Remuneration Policy is provided in the Corporate Governance Report which forms part of Annual Report.

RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Whistle Blower Policy on November 23, 2024 to deal with instance of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct, if any. Further, the mechanism adopted by the Company encourages the whistleblower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of whistleblower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate cases. The Whistle Blower Policy is posted on the website of the Company under investor section

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of section 135(5) of the Companies Act, 2013 (the Act) read with Rule 2(1)(f) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is required to spend at least 2% of the average net profits (determined under section 198 of the Companies Act, 2013) made during the immediately three financial years towards CSR Expenditure. However, since the company does not fall under the threshold limits prescribed for the applicability of CSR obligation under section 135 of the Companies act 2013, the Company is not required to constitute a Corporate Social Responsibility Committee and also not required to spend any amount on CSR activities for Financial Year 2023-24. Hence forth the disclosure required under Section 135 of the Companies Act, 2013 read with the rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not appended to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, all the related party transactions were in the ordinary course of business and on arm's length basis. Therefore, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material significant related party transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

The disclosures as required in IND-AS are provided in relation to transactions with related parties which are forming the part of the notes to financial statement. The policy on Related Party Transaction is available on the website of the Company www.prabhaenergy.com.

A. Statutory Auditors

M/s Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W), Chartered Accountants, were appointed as the Statutory Auditors of the Company for the period of five (5) years from the conclusion of the 13^th Annual General Meeting held on 30^th September, 2022 to conduct the statutory audit from financial year 2022-23 to financial year 2026-27.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN AUDIT REPORT

The Auditors' Report for financial year 2023-24 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark or disclaimer which requires the clarification of the Management of the Company.

B. Secretarial Auditors

The Board has appointed M/s. Kular Chirag & Associates, Practicing Company Secretaries, (Mem. No: A56764) as Secretarial Auditors of the Company to carry out Secretarial Audit of the Company for the financial year 2023-24, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 at its meeting duly held on March 30, 2024.

Further, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure – A, which forms part of this report.

EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE PCS IN SECRETARIAL AUDIT REPORT

1. I further report that certain compliance related e-forms were filled by the company with Ministry of Corporate Affairs (MCA) beyond the time limit prescribed under Companies Act, 2013 by paying additional fees.

Management's reply to the observations made by Secretarial Auditor:

In relation to the qualifications marked by the Secretarial Auditor of the Company, the management maintains its claim that the company has been pro and punctual in adhering the compliances and regulations applicable to the Company, but due to technical issues the e-forms were filed with the additional fees.

Apart from this, there were no other qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in secretarial audit report.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed there under either to the Company or to the Central Government.

PARTICULARS OF EMPLOYEES

The applicable information required pursuant to Section 197 of the Companies Act, 2013 read with Rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 in respect of the employees are not presented as the accounts are restated due to approval of Composite Scheme of Arrangement.

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 of the Companies (Accounts) Rules, 2014 is annexed as Annexure – B, which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year ended on March 31, 2024, as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure – C, which forms part of this report.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the financial year ended March 31, 2024 along with Certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as Annexure – D, which forms part of this report.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

INSURANCE

Our business operations involve risks, which if not insured, could adversely affect our business and results of operations. We maintain insurance coverage that we consider customary in the industry against certain of the operating risks. Our insurance policies include fire insurance, Director's and Officer's (D & O) insurance, marine cargo open Insurance, employees life insurance and comprehensive insurance. We believe that our current level of insurance is adequate for our business and consistent with industry practice

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has constituted Policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee to redress complaints received regarding sexual harassment.

Your Directors state that during the year under review, there were no complaints relating to sexual harassment nor any cases filed pursuant to the said Act.

LISTING OF SHARES

The Company is currently in the process of implementing the approved scheme and will be listed on both NSE and BSE, subject to Stock Exchange(s) and other regulatory approvals.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees. b. Issue of sweat equity shares. c. Issue of equity shares with differential rights as dividend, voting or otherwise. d. Issue of employee stock options scheme.

e. No applications were made or proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

f. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

WEBSITE OF YOUR COMPANY

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

ACKNOWLEDGEMENTS

Your Directors places on record their sincere thanks to the Customers, Vendors, Stakeholders, Banks, Regulatory Bodies, Financial Institutions, Employees and other Business Associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.