Prashant India Ltd

To,

The Members

M/s Prashant India Limited

Your directors have pleasure in presenting their 41^st Annual Report along with the Standalone Audited Statement of accounts for the year ended on 31^st March, 2024 and Auditors Report thereon.

The Standalone Financial Results for the year ended 31st March, 2024 are as under: (Amount Rs, in Thousands)

The company continues to operate in two segments Textiles and Wind Power Generation business.

Due to increase in competition and recession in textile sector revenue from operations declined sharply during the financial year. Same resulted in loss of Rs 3583.853 Thousands during the F.Y. 2023-24 compared to P.Y. loss of Rs 2438.802 Thousands.

The BIFR has restored the company's reference in conformity with the order passed by the Hon'ble High Court of Gujarat for fresh hearing under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985.

Pursuantto Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, Annual Return in Form MGT-7 will be/has been placed on Company's web site and can be accessed at

www.prashantindia.info. The web link for the same is

http://www.prashantindia.info/html/Financialresults/ANR24.pdf.

During the Financial Year under review, the board of directors of the company met [Seven] times to transact the business of company in accordance with the provision of the Act and rules made there under and the dates on which they met during the year under review are as under:

Particulars of director's attendance at Board Meetings and Committee Meetings as required under

Secretarial Standard is enclosed at Annexure-I forming part of the Board Reports.

In accordance with the provisions of section 134(3) (c) read with sectionl34(5) of the Companies Act,

2013 Directors state that—

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

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of F.Y. 31^st March, 2024 and of the profit and loss of the company for that period;

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

d. the directors had prepared the annual accounts on a going concern basis; and

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

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.

The Directors state that no fraud by Company has been committed nor any fraud on the Company by its officers/employees has been noticed during the Financial Year 2023-24.

The Auditors have not reported any fraud by the Company or any fraud on the Company by its officers/employees to the Audit Committee and to the Board of Director during the Financial Year.

There is no fraud exceeding the limit prescribed and auditor has not field any report of fraud to the Central Government under Section 143 (12) of Companies Act, 2013 during the F.Y. 2023-24.

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As required by Section 178(1)/178(3) Company has constituted Nomination and Remuneration Committee which formulate the criteria for determining qualification, positive attribute and independence of a director and has recommended a policy to the Board relating to remuneration of directors, Key Managerial Personnel and other employees and Board is implementing the same. The policy is placed on website of the company can be assessed at web link http://prashantindia.info/html/Financialresults/POLICY/PlLCodeofConductforIndependentDir ectors.pdf.

(i) The qualifications made by Auditor in their report -

a. In consonance with the Gujarat Renewal Energy Policy-2023, GEDA had de-commissioned Wind Turbine Generators (WTG) of the company, having completed 25 years of life. The GETCO had also terminated power generation wheeling power with effect from 1^st April, 2024. However, vigorous efforts put in by the Management of the Company and constant representations made to GEDA, GETCO and other relevant authorities, GETCO has now started wheeling power generation and simultaneously GEDA has continued granting credit for power generated by wind power division. As such, wind power division of the company is now operational.

b. At present, the company is not undertaking any manufacturing activities atTextile Division. However, the Company has rented surplus space and its manufacturing utilities to generate income. The credit for power generated by wind power division is also utilized to generate income for the company. The Company is also negotiating with secured creditors for making the unit operational.

The Company has not provided for liabilities of Rs. 11288.39 Lacs, of which Rs. 11279.56 Lacs is in respect of non-provision of interest payable to secured creditors over the years. In this regard, the Management has been negotiating with the secured creditors for the settlement of their dues. The Company is also negotiating for liquidating the assets of the company in accordance with the special resolution passed at AGM of the company held on dated 20^th September, 2018 and also renewal special resolution passed at AGM of the company held on dated 27^th September, 2023. The Management is optimist for the settlement of dues with secured creditors and the secured creditors of the Company are also co-operating with the company as they have fully supported the Company in past Though negotiations are under progress, no final conclusion is reached till date.

(ii) The other remarks made by Auditor in their report -

Note No. 1(a) Regarding non accounting for gratuity, leave encashment and bonus liability contrary to provision of Companies Act, 2013 and Ind AS-10 issued by ICAf -

It is the consistent policy of the company to account for such liability on cash basis and will be accounted only when they crystallize.

Note No. 1(b) under the head going concern all remarks self-explanatory.

Company its running its operation on day to day basis as a going concern

Remarks of Secretarial Auditor are self-explanatory and needs no comment by the Board.

Company is not an Investment Company and has not made investment through any layers of investment Companies, Section 186(1) of Companies Act, 2013 is notapplicable to the Company.

Company has not given any loan to any person or body corporate, given guarantee or provided security and connection with loan to any body corporate and person nor acquired shares or security of any other body corporate in excess of limits specified in section 186(2)(c) of Companies Act, 2013, said provision are notapplicable to the Company.

9. Section 134(3)(h) Particulars of contracts or arrangements with Related PARTIES

All the related party transaction entered into during the financial year 2023-24 were at an arm's length basis and in ordinary course of business.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. A statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis for its review. The details of the transactions with related parties are also provided in the accompanying financial statements.

Disclosures for related party transactions, as required under Section 134(3) (h) read with section 188 of the Companies Act, 2013 in prescribed Form AOC-2 is annexed as 'Annexure - II' with this report.

The company has approved policy on Related Party Transaction and policy is placed on website of the company can be assessed at web link

http://prashantindia.info/html/Financialresults/POLlCY/PILPOLlCYONRPT.pdf .

The company is engaged in Textiles and Wind power generation business. The revenue of the company during the year decreased to Rs. 4343.341/- Thousands Compared to previous year revenue of Rs. 10384.839/- Thousands. The company incurred loss of Rs. 3583.853/- Thousands as compared to previous year Loss of Rs. -2438.802/-Thousands. In order to mitigate the losses Your directors are try to generating the Income by way of renting the unusable portion of Factory land & Building till it make re operational.

At present your company has no plan to enter into any other business.

Your Directors do not recommend to transfer any amount to reserve as there is a loss.

Due to loss the directors do not recommend any dividend for the year ended 31^st March 2024.

In consonance with the Gujarat Renewal Energy Policy-2023, GEDA had de-commissioned Wind Turbine Generators (WTG) of the company, having completed 25 years of life. The GETC0 had also terminated power generation wheeling power with effect from 1^st April, 2024. However, vigorous efforts put in by the Management of the Company and constant representations made to GEDA, GETCO and other relevant authorities, GETC0 has now restores from the date of disconnection wheeling power generation and simultaneously GEDA has continued granting credit for power generated by wind power division. As such, wind power division of the company is now operational.

There are no any other material changes & commitments which have occurred after Balance Sheetdate till the date of the report affecting the financial position of the company.

The relevant particulars are given in prescribed form annexed as ANNEXURE III to this report

Your Company is exempt from reporting on compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18,19, 20, 21,22, 23, 24, [24A], 25, 26, 27 and clauses (b) to 0) [and {t}] of sub-regulation (2) of regulation46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. Company is also exempt under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting on risk management

Your Company do not fall into category of Top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year, Company is

exempt from constitution of Risk Management committee, under the provisions of Companies Act, 2013.

The board is fully aware of Risk Factors and is taking preventive measures wherever required.

The Provisions of CSR under section 135 of the Companies Act, 2013, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, your company do not fulfill the threshold limits of Turnover of Rs. 1000 Cr. Or Net Profit of Rs. 5 Cr. and Net Worth of Rs. 500 Cr. Hence are not applicable to your company.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Nomination and Remuneration Committee (NRC) has also formulated criteria for determining qualifications, positive attributes and independence of Directors in terms of Section 178(3) of the Act

The Board has carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of Committees of the Board, in line with the policy framed by Nomination and Remuneration Committee (NRC)

Pursuant to provisions of Section 134(3)(q) read with Rule 8(5) of the Companies (Accounts) Rules 2014 the Board hereby reports as under

This has already been reported under the head Financial Highlights

There is no major change in the nature of business carried on by the company compared to the previous year.

There was no appointment or resignation of directors or key managerial personnel, except reappointment of Mr. Prabhudas Mohanbhai Gondalia (DIN: 00014809) who retired by rotation in AGM.

This is not applicable as there is no appointment of Independent Director during the year.

As on March 31, 2024, the Company has no subsidiary, joint venture or associates.

Further during the year there is no Company which became or ceased to be the subsidiary, joint venture or associates of your Company. Therefore, disclosure under first proviso to Section 129(3) in prescribed form AOC-1 is not applicable to your company.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, excepting

Inter corporate loan/ Deposit which are exempt from Deposit under said rules. Required disclosure is as under:

(a) Accepted during the year; Not Applicable

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) There has been no default in repayment of deposits or payment of interest thereon during the year. In case of default, number of such cases and the total amount involved-

(i) At the beginning of the year; Not Applicable

[ii) Maximum during the year; Not Applicable

(iv) at the end of the year; Not Applicable

Company has not accepted any deposits which are not in compliance with the requirements of chapter v of the Act

No material order has been passed by Regulators, Courts or Tribunals against the company during the financial year 2023-24, impacting the going concern status and companies operations in future.

The Company has in place adequate internal financial controls with reference to financial transactions. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The report of auditors on Internal Financial Control is attached with Audit Report

The Company do not satisfy the criteria of threshold limits specified for maintenance of cost records/cost audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, the said provisions are not applicable to Company.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. Your Company is not required to constitute an Internal Complaints Committee across its commercial offices and manufacturing sites as number of employees is less than 10.

In the opinion of, and to the best of Knowledge of Board of Directors of Company, the Company has not filled any application under the Insolvency and Bankruptcy Code, 2016 during the year

nor any proceedings against the Company is pending under the Insolvency and Bankruptcy Code, 2016, as at the end of Financial Year 2023-24.

Your Company has not entered into one time settlement with Banks or Financial Institutions during the Financial Year hence the details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable.

a. Remuneration to Directors and KMP: As required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required details is annexed as ANNEXURE IV and V to this report

b. None of the employee was in receipt of remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

c. The company has no employees (not being directors or their relatives) who are posted and working outside India drawing remuneration of more than Rs. 60 lacs p.a or Rs. 5 lacs p.m during the financial year.

The Company has not revised the Financial Statement or Board Report for three preceding financial years

The company has used accounting software for maintaining its books of accounts for the financial year ended 31^st March, 2024 which has a feature of recording audit trails (edit log) facility and the same has been operated from 2^nd May, 2023 for all the relevant transactions recorded in the software. There was no instance of audit trail feature being tampered with during the financial year.

Company has no outstanding dues for more than 45 days as on financial year end date to MSME.

Pursuant to provisions of Section 149 read with Section 161 there was no appointment or re appointment of an Independent Director during the financial year. However Mrs. Shobhaben Rajeshbhai Dudhat (DIN 08110725) was reappointed as an Independent Director at AGM held on 29^th September, 2021 for 5 Consecutive years.

Mr. Haribhai Becharbhai Malvia (DIN: 00042683) independent directors term expires at the conclusion of this AGM.

The Board of Directors at its meeting held on 27^th August, 2024 based on recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Parth Mahendrakumar Pandya (DIN: 08825905) as Additional Director of the Company and as a Non-Executive Non Promoter Independent Director for a period of 3 (Three) consecutive years, subject to approval of the members at the upcoming AGM. His period of office expires at the conclusion of this AGM but being eligible Board

of Directors proposed to appoint him. Necessary resolution is placed to approval of Members. It may be noted that none of the other Directors are interested in the matter.

There is no any other changes in Composition of the Board of Directors and Key Managerial Personnel from the end of previous financial year to the date of this Report

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Harsukhbhai Mohanbhai Gondalia (DIN: 00014805) retires by rotation and being eligible has offered himself for re-appointment

Pursuant to provisions of Section 164(2) (b) and Section 167 of the Companies Act 2013 the company has received a declaration from directors that none of them are disqualified to hold post as director of the company.

Information about Audit Committee is provided under the head Corporate Governance Report attached with this report

Information about Nomination and Remuneration Committee is provided under the head Corporate Governance Report attached with this report

Information about Stakeholders and Investor Grievance Committee is provided under the head Corporate Governance Report attached with this report

The Company has framed vigil mechanism in terms of The Companies Act, 2013 and the same may be accessed on the Company's website. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Company's interest

Details of members of each committee has been placed on website of the company and can be assessed at web page link

http://prashantindia.info/html/Financialresults/POLlCY/PlLWHlSTLEBLOWERPOLlCY.pdf.

Your Company has not issued any kind of Shares during the financial year ended on 31^st March, 2024. There is no change in authorized, issued, subscribed and paid up share capital of the company during the financial year ended on 31^st March, 2024.

Pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014 The Company has not issued Equity Shares with differential rights.

In terms of Rule 8 of Companies (Share Capital and Debentures) Rules 2014 the Company has not issued sweat Equity shares during the Financial Year 2023-24.

As per Section 62(l}(b} of the Companies Act2013 read with Rule 12 of Companies (Share Capital and Debentures } Rules 2014, the Company has not issued Employee Stock Options during the Financial Year 2023-24.Therefore disclosure of particulars as required under Rule 11(9} of Companies ( Share Capital and Debentures } Rules 2014 is not applicable.

The company has not purchased its own shares during the financial year therefore details required to be disclosed as per Rule 16 of Companies ( Share Capital and Debentures } Rules 2014 is not applicable.

Pursuantto Section 164(2} and 167(1} and Schedule V Part2 of Companies Act2013 company has not issued any preference shares or debentures and there is no redemption of any preference shares or debentures during the F.Y. 2023-24.

As on 31/03/2024 there is no outstanding amountof unpaid or unclaimed dividend. Hence no amount nor any shares are required to be transferred to IEPF during the F.Y. 2023-24.

Since your Company has no subsidiary, associate or joint ventures companies, provisions of consolidated financial statements under section 129(3} and disclosure in form AOC-1 under Rule 5 of the Companies (Account} Rules 2014 are not applicable.

The company has not received name of any candidate to be nominated by small shareholders as provided in section 151 of the Companies Act, 2013.

At the 39^th Annual General Meeting held on 15/09/2022 M/s. Gheewala & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for the 2 ^nd term to hold office till the conclusion of 44^th Annual General Meeting to be held in 2027.

Company has received certificate from the statutory auditor to the effect that they do not suffer from any disqualification as laid down in Section 141 of Companies Act, 2013.

Pursuantto the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel} Rules, 2014, the Board has appointed JITENDRA RAMANLAL BHAGAT, Company Secretary in Practice to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed as 'Annexure - VI' to this report.

Company has introduced Internal Financial Control System which ensures proper Internal Audit of Financial Transactions.

The Company has complied with Secretarial Standards 1,4 relating to Board Meetings and Secretarial Standard 2 related to General Meeting respectively.

Secretarial Standard 3 issued by the Institute of Company Secretaries of India on declaration and payment of Dividend is not applicable as Company has not declared any dividend during the year.

Company has not failed to complete or implement any corporate action within the specified time limit nor has cancelled corporate action announced by the company during the financial year.

No disqualification of directors certificate from company secretary in practice for the financial year ended March 31,2024, is annexed as 'Annexure VII ' to this report

I. Shares of the company are not delisted

II. Stock Exchange has not suspended securities of the company from trading during the financial year

III. Equ ity Shares of the company are listed on Bombay Stock Exchange. The company has also paid listing fees for FY 2024-25 to the Stock Exchange.

The company has system of performance evaluation of independent directors as per norms laid down by Nomination and Remuneration Committee such norms for evaluation of performance of Independent Directors has been placed on website of the company www.prashantindia.info.

Relevant particular are given under the head corporate governance report attached with this report Remuneration policy for directors, KMP and other employees has been placed on Company website

www.prashantindia.info.

The familiarization program for independent directors was conducted by the Company during the year.

Company has made adequate arrangements and developed mechanism for Whistle Blowers. The policy on Whistle Blowers has been placed on Company website www.prashantindia.info. and can be assessed at web page link

http://prashantindia.info/html/Financialresults/POLICY/PILWHISTLEBLOWERPOLlCY.pdf.

Your company has no material subsidiaries.

The company has framed policy for dealing with related party transactions in consultation with audit committee. The policy on related party transactions has been placed on Company website www.prashantindia.info. and can be assessed at web page link http://prashantindia.info/html/Financialresults/POLlCY/PlLPOLlCYONRPT.pdf.

Said declaration is attached as ANNEXURE VIII to this report

Necessary details are attached in corporate governance report

Please refer corporate governance report attached with this report

(a) Industry Structure and Developments:- Company is operating in Textile Industry and Wind Power.

(b) Opportunities and Threats:- The textile industry provides ample opportunities in domestic as well as export market However the uncertainty of raw material prices and increase competition has affected the profitability.

(c) Segment wise or product wise Performance: - Company operates in two segments (1) Textile (2) Wind Power Generation. The performance of both sectors are reported in Audit Report

(d) Outlook: - The directors propose to revive the company.

(e) Risks & Concerns: -Due to recession in textile sector, Company is expecting to incur a very heavy cash losses.

(f) Internal control systems and their adequacy: - Company has developed adequate internal control system and looking to the size of the company said system is operating adequately and effectively.

(g) Discussion on financial performance with respect to operational performance; -The Financial performance is reported in director's report All efforts are being made for settlements with secured creditors and concerned authorities.

(h) Human Resources Management Initiatives:-All the efforts are made to rationalize its manpower and make effective use of the same.

As provided under Regulation 15(2) of the SEB1 (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2) (b) to (i) & Parac, d & e of Schedule V are not applicable to the Company as paid up share capital doesn't exceed Rs.10 Crore and net worth doesn't exceed Rs 25crores.

However certain important information as required under corporate governance rules are attached as ANNEXURE IX

Certificate from auditors regarding non applicability of compliance of conditions of corporate governance is annexed as ANNEXURE X

Disclosure requirements under regulation 43a SEB1 (listing obligations disclosure requirements), 2015 on dividend distribution policy is not applicable to the company

Company has no demat suspense account or unclaimed suspense account and other disclosure thereof are not applicable.

Since your company do not fulfill the conditions prescribed for business responsibility and sustainability reporting said clause is not applicable.

All Inventories and Fixed Assets including Buildings, Plant and Machinery etc., are adequately insured. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

The Directors express their sincere thanks to the employees, customers, suppliers, company's bankers and members of the company for their continued support

AUL -L

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

2. Details of contracts or arrangements or transactions at Arm's length basis

(Rs. in Thousands)

(d) Total energy consumption and energy consumption per unit of production as per Form-A of the Annexure to the Rules in respect of Industries specified in the schedule thereto:

Company has not imported plant and machinery during last five years. 1. Research & Development (R&D):

(c) In case of imported technology (imported during the last 5 years from the beginning of the

financial year]:

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

(b) Total foreign exchange used and earned:

During the year company did not pay any commission or sitting fees to directors. The Remuneration paid to directors during the year is as under.

Note: Mr. Harsukhbhai Mohanbhai Gondalia and Mr. Prabhudas Mohanbhai Gondalia Directors of the Company have not claimed remuneration from the Company since July 2023.

As required under Rule 5(1} of the Companies (Appointment and Remuneration of Managerial Personnel} Rules, 2014:

The ratio of the remuneration of each director to the median remuneration of the employees for the financial year 2023-24

* The percentage increase in remuneration of each Director - NIL

* The percentage increase/decrease in the median remuneration of employees in the financial year 2023-24: Increase by 0.34%

* No. of Permanent employees on the rolls of Company as on 31^slMarch, 2024- 5 Employees

* Average percentile increase in the salaries of employees its comparison with the percentile increase in the managerial remuneration

* Average KMP Salary Increase: NIL, while Average Employees Salary Increase: NIL

* Company confirms that the remuneration is as per remuneration policy of the Company.

Information in terms Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Particulars of top Ten Employee in terms of remuneration drawn:

To,

The Members,

BLOCK NO 456 PALSANA CHARRASTA PALSANA DIST SURAT GJ394315 IN

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PRASHANT INDIA LIMITED CIN: L15142GJ1983PLC006574 (hereinafter called the Company). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2024 ('Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2024 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there under;

(Read with our observations stated separately in ANNEXURE -1 to this report);

II. The Securities Contracts (Regulation) Act, 1956('SCRA') and the rules made there under;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under (Subject to our remark in ANNEXURE-1 to this report);

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): —

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

d) The Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India(Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

i) As per the representation given by the Company, there are no specific laws specifically applicable to the Company. List of other Acts applicable to the Company as certified by management is enclosed.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India (Read

with our notes in ANNEXURE -1); and

ii. The Listing Agreements entered into by the Company with Stock Exchanges namely BSE (Bombay Stock Exchange).

iii. The SEB1 (Listing obligation and Disclosure Requirements) Regulations, 2015/ the listing agreement entered into by the company with BSE (Bombay Stock Exchange) Ltd.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. (Read with our notes in ANNEXURE -1) mentioned above.

We further report that, having regard to the compliance system prevailing in the company and on examination of relevant documents and records in pursuance thereof on test-check basis, and certified by the management of the company the company has complied with sector/industry based laws applicable specifically to the company: as mentioned in ANNEXURE 2

We further report that, The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors during the period under review and Board is constituted in compliance with the provisions of the Act

Adequate notice is given to all directors to schedule the Board Meetings, except where consent of the directors was received for scheduling meeting at a shorter notice.

Agenda and detailed notes on agenda were sent at least seven days in advance (subject to our observation in ANNEXURE-1). A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out/ passed unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The Members,

BLOCK NO 456 PALSANA CHARRASTA PALSANA DIST SURAT Surat GJ 394315 IN

Our Report of Even date is to be read along with these notes.

I. Maintenance of Secretarial and other statutory records is the responsibility of

management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our audit

II. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial records. The verification was done on test check basis to ensure the correctness of the contents of the Secretarial records. We believe that, the processes and practices we followed provide a reasonable basis for our opinion.

III. We have not verified the correctness and appropriateness of the financial records and books of accounts of the Company.

IV. The Compliance of provision of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management Our examination was limited to verification of procedure on test basis.

V. According to the information and explanation given to us the company has circulated signed Board Minutes to all directors within fifteen days of Board Meeting.

VI. In respect of compliance with SDD same is certified by the compliance officer. We have carried out only sample check to understand the process and adequateness of the reporting and internal controls.

VII. We have been informed by the management, that Company has not received any complaint in respect of non-receipt of notices of Board/ Committee meetings and draft minutes thereof.

VIII. During the year company has received request for issue of duplicate shares and as per SEBI circular company has issued the letter of confirmation to the respective shareholders.

IX. In respect of compliance with the provisions of The Depositories Act, 1996 and regulations and bye-laws framed there under, & shares dematerialized during the financial year, said records are maintained by the RTA of the Company.

X. We have been informed that Company has not effected any transfer of shares in physical

mode during the year. We were further informed that Records relating transfer of shares are held and maintained by Registrar & Transfer Agent of the Company, MCS Share Transfer Agent Limited. Company and its RTA have produced the certificate to the effect that all transfer during the year have been duly recorded and that request for demat of shares have been effected in time and there is no delay in such matter.

XI. Audit Trail as reported by the Statutory Auditor in their report Audit Trail software has been made operative from 2nd May, 2023 and they have not noticed any instance of the audit trail feature being tempered with.

XII. Wherever required, we have obtained Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

XIII. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

• Goods and Service Tax (GST] Act, 2017

• Income Tax Act, 1961

• Gujarat Shops and Establishment Act, 1948

• Indian Contract Act, 1872

• Gujarat State Tax on Professional, Trades and Callings and Employment Act, 1976

• Sexual harassment of women at workplace (Prevention, Prohibition and Redressal] Act 2013

• Gujarat Pollution Control Act

• Factories Act

• Minimum Wages Act

• Payment of Bonus Act

• Provident Fund Act

• Employee State Insurance Act

• Payment of Gratuity Act

To,

The Members,

Block No.456, National Highway No. 8,

Palsana Char Rasta, Palsana,

Taluka-Palsana, District - Surat 394315

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of PRASHANT INDIA LIMITED having CIN: L15142GJ1983PLC006574 and having registered office at Block No.456, National Highway No. 8, Palsana Char Rasta, Palsana, Taluka-Palsana, District - Surat 394315 (hereinafter referred to as the 'Company'), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications [including Directors Identification Number (DIN) status at the portal www.mca.gov.in ] as considered necessary and explanations furnished to me by the Company & its officers, 1 hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ending on 31^st March, 2024, have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any other such Statutory Authority.

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these, based on my verification.

This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

To,

The Board of Directors,

Prashant India Limited

We certify that:

1. We have reviewed financial statements and cash flow statement of Prashant India Limited for the year ended on 31^st March, 2024 and to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading.

ii. These statements together presenta true and fairview ofthe company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violate of the company's code of conduct;

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control system ofthe company pertaining to the financial reporting. We further report that we have not come across any reportable deficiencies in the design or operation of such internal controls.

4. We have indicated to the auditors and audit committee:

0) That there are no significant changes in internal control over financial reporting during the year;

(ii) That there are no significant changes in accounting policies during the year; and

(iii) That there are no instances of significant fraud of which we have become aware.