Prithvi Exchange (India) Ltd

FOR THE YEAR ENDED 31st MARCH, 2023

Dear Shareholders,

We have pleasure in presenting the 28th Annual Report and Audited Financial Statements of Accounts of the Company for the year ended as on 31st March, 2023.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, and further latest circular issued by MCA , Circular no. 02/2021 dated 13 January 2021, Circular no. 02/2022 dated 5 th May 2022 and Circular no. 10/2022 dated 28 th September, 2022 all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required and annual general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. Accordingly, the Financial Statements (including Directors' Report, Secretarial Audit Report, Corporate Governance Report, Management Discussion & Analysis, Auditors' Report and other documents to be attached therewith) for this year as well are being sent through electronic mode to those members whose email addresses are registered with the Company's Registrar and Share Transfer Agent viz., Integrated Registry Management Services Private Limited, and whose names appear in the Register of Members as on Monday 21st August,2023. The Company has also made arrangements for those members who have not yet registered their email address to get these registered by following the procedure prescribed in the notice of AGM.

FINANICIAL RESULTS AND STATE OF COMPANY'S AFFAIRS

The financial results for the year ended 31st March, 2023 are as under:

(Rs inLacs)

STATE OF COMPANY'S AFFAIRS

During the year under review, The Company has achieved income of Rs. 3,05,279.01 lakh as compared to Rs 1,51,940.50 lakh in the previous year. The Net profit increased to Rs.465.84 Lakhs as compared to the last year profit of Rs.5.35 Lakhs.

The Company is engaged only in the business of foreign exchange and therefore, there is no segment reporting under Indian Accounting Standards 108-Operating Segment. The nature of the Company's activities is such that geographical segments cannot be separately identified.

SHARE CAPITAL:

During the period under review, there was no change in the capital structure of the Company. Accordingly, as at March 31,2023, the Capital structure stands as follows:

The Authorised Share Capital of the Company is Rs.10,00,00,000 divided into 1,00,00,000 Equity shares of Rs. 10/- each, and the Paid up Equity Share Capital as on March 31, 2023 was Rs. 8,24,96,500/- comprising of 82,49,650 Equity shares of Rs. 10/- each.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There was no material change or commitment, affecting the financial position of the Companybetween the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements.

DIVIDEND

The Board recommends final dividend, on 12th August 2023, of 5% each per share on paid up equity share capital of the company subject to the approval of shareholders

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the Companies Act, 2013 any unclaimed or unpaid Dividend relating to the financial year 2015-16, will be transferred to the Investor Education and Protection Fund established by the Central Government, after the conclusion of this Annual General Meeting.

TRANSFER TO GENERAL RESERVE

The company has transferred the surplus amount to Reserves & surplus account DEPOSIT

The company has not accepted any deposits during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans & investment made by the company have been given in notes (Note No. 10 ) to the Financial Statement.

During the year, the company has not given any guarantee/Security during the year pursuant to the provisions of Section 186 of the Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-Appointment:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Suresh Kumar, Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment. Your directors recommend the re-appointment of Mr. Suresh Kumar.

Appointment:

*During the year Mr. Kalpesh Kumar Kavad has been appointed as Chief Financial Officer of the Company.

**Ms.N.Sornalatha has been appointed as Company Secretary and Compliance officer of the Company w.e.f 20.05.2023.

Resignation

*During the year Mr. Mahesh Premkumar resigned as Chief Financial Officer of the company w.e.f 28.05.2022

**During the year Ms. Sneha Goenka Company Secretary and Compliance officer has resigned from the Company w.e.f 11.02.2023.

None of the Directors of the Company are disqualified from being appointed as Director in terms of Section 164 of the Act and they have given their declaration to this effect,. The Company has obtained a certificate from Practicing Company Secretary which is enclosed with the report as Annexure H.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('the Listing Regulations'). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES ASSOCIATE COMPANY:

Your Company had invested 40% in the Equity share capital of the M/s."Prithvi Global FX Private Limited" - Digital platform for exchanging, purchasing & selling Currencies, which was formed on 21st October 2020. Details of the same is attached in Annexure-B as AOC-1.

SUBSIDIARY COMPANY

During the year your Company has incorporated a Wholly owned subsidiary Company namely M./s.Octagon Insurance Broking Private Limited,vide certificate of Incorporation dated 29th March,2023 issued by the Register of Companies on 29th March,2023 with objectives , inter alia, of to carry on the business of direct insurance broking business in life and general insurance. AOC-1 is given in Annexure-B

The Company does not have any joint venture company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various committees. The Directors held separate discussions with each of the Directors of the Company and obtained their feedback on overall board effectiveness as well as each of the other Directors.

A Separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non- independent directors and the Chairman Post the separate meeting of the Independent Directors, collective feedback of each Independent Directors, was discussed by the Chairman of the meeting.

FIT AND PROPER CRITERIA

On the basis of declaration received from the Directors of the Company as on March 31, 2023 and taken on record by the Board of Directors, none of the Director was disqualified as on March 31,2023 from being appointed as Director in terms of Section 164 (2) of the Act.

All the Directors of the Company duly meet the Fit and Proper Criteria of Director as per the requirements of Guidelines on Corporate Governance issued by the Reserve Bank of India and has given their declaration in this regard.

MEETINGS OF THE BOARD OF DIRECTORS

During the year 2022-2023, Seven (7)Board meetings were held on the following dates with the following number of board members attended the meeting:

During the 2022-2023, one meeting of the Independent Directors was held on February 11,2023. The independent directors actively participated and provided guidance to the Company in all its spheres. They also assessed the quality, quantity, timeliness and adequacy of information between the Company's management and the Board.

COMPOSITION OF AUDIT COMMITTEE

The composition of the members of the Committee is as under:

Details about the other Committees, its Composition and meeting conducted dates are provided in corporate governance report.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company http:// prithvifx.com/.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY:

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy on Directors' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178. The said Policy is available on the website of the Company - http://prithvifx.com/

CORPORATE GOVERNANCE REPORT:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and form part of this Annual Report as Annexure F.

STATUTORY AUDITORS

M/s Chandarana & Sanklecha., (Firm Registration No. 000557S) Chartered Accountants, as Statutory Auditors of the Company.

There are no qualificationsor reservations or remarks made by the auditors in their report. CONSOLIDATED ACCOUNTS

The consolidated financial statement of the Company is prepared in accordance with the provisions of Section 129 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI Listing Regulations, 2015. The audited consolidated financial statements together with Auditor's report forms part of the Annual report.

CASH FLOW STATEMENT

In conformity with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations, 2015'), the cash flow statement for the year ended 31st March, 2023 is attached as part of the Financial Statements of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s V. Esaki & Associates, a firm of Company Secretaries to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2022-23 is annexed here with as 'Annexure-G' The Secretarial Audit Report is self-explanatory.

There are no qualifications or reservations or remarks made by the Secretarial Auditors in their report. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards SS-1 on meetings of Board of Directors and SS-2 on General Meeting issued by the Institute of Company Secretaries of India as (ICSI) per Section 118(10) of the Companies Act, 2013.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

INTERNAL AUDITOR

The Board had appointed M/s N Gopalan& Associates, Chartered Accountants, as the Internal Auditors to undertake internal audit of the Company in terms of the provisions of Section 138 of the

Companies Act, 2013 and rules made thereunder.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company's website at http://prithvifx.com/. All related party transactions that were entered into during the financial year were in the ordinary course of the business. There were no significant related party transactions made by the company with related parties which might have potential conflict with the interest of the company. AOC 2 is enclosed as Annexure C.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section134 (3) (c) read with section134 (5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they had:

i. Followed the applicable accounting standards in the preparation of the financial statements for the financial year 2022-2023 and there are no material departures;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for the year under review;

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

iv. Prepared the financial statements for the financial year on a 'going concern' basis.

v. Laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively.

vi. Devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act 2013. In the opinion of the board there is no risk that may threaten the existence of the Company, except the ongoing social and economic disruption caused by the pandemic.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in - Annexure-D of this report.

ANNUALRETURN

As per the requirements of Section 92(3) and 134(3) (a) of the Act and Rules framed thereunder, the annual return in form MGT-07 for FY 2022-2023 is uploaded on the website of the Company and the same is available on http://prithvifx.com.

PARTICULARS OF EMPLOYEES

Section 197 Read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 in respect of employees of the Company is annexed as ' Annexure- E'.

Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to our Company.

SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the POSH Act and the same is available on the Company's website at: https://prithvifx.com/investor-relation/. During the financial year, the Company has not received any compliant.

The company is in process of appointing an External Member in the POSH Committee.

OTHER DISCLOSURES

a) The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report as Annexure A

b) The Company has established a formal vigil mechanism named "Prithvi Whistle Blower Policy" for reporting improper or unethical practices or actions which are volatile of the code of conduct of the Company. There was no instance reported during the year under review through this.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy: N.A.

B. Technology absorption: N.A.

C. Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Earnings and outflow on account of foreign exchange are as under and also have been disclosed in the notes to the accounts.

OUTGO:

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company.

INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The information technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. All the branches of the company are integrated and data is centralized at the head office level. Company is taking utmostprecautions for the security of data and having a dedicated team for this. During the financial year 2022- 2023 there was no instance of cyber security breach happened in the company.

ACKNOWLEDGMENT AND APPRECIATION

The directors wish to place on record their appreciation for the committed service of all employees at all levels. The directors take this opportunity to thank the shareholders, financial institutions, vendors, banks, customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the Company. The directors also wish to thank all the employees for their contribution, support and continued commitment throughout the year.