Prabhhans Industries Ltd Directors Report

To,

The Members of

Prabhhans Industries Limited

Your directors have pleasure in presenting their 31^st Directors Report on the business and operations of Prabhhans Industries Limited ("the Company") together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

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

Particulars	2024-25	2023-24
	(INR in Lakhs)	(INR in Lakhs)
Revenue from operations	8,693.58	5,249.60
Other Income	1.23	11.37
Total Income	8,694.81	5260.97
Total Expenditure	8,363.34	5054.03
Profit/(Loss) before exceptional and extraordinary items and tax	331.47	206.94
Less: exceptional and extraordinary items	-	-
Profit / (Loss) before taxation	331.47	206.94
Less: - Current Tax	93.09	70.93
- Income Tax (Earlier years)	-	-
- Deferred Tax	11.11	0.08
Profit/(Loss) after Tax	227.27	135.93
Earnings per equity shares in Rs.	3.64	2.18

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS

The Revenue from operations increased from the last financial year 2023-24. The revenue generated from operations amounted to INR 8,693.58/- in F.Y. 2024-25 as compared to F.Y. 2023-24, in which revenue generated was amounted to 5,249.60/-.

The Company has made a profit in the FY 2024-25 of INR 227.27/- lakhs as against the profit of INR 135.93/- Lakhs in F.Y. 2023-24.

3. SHARE CAPITAL

A. AUTHORIZED CAPITAL AND CHANGES THEREON IF ANY:

The Authorized Share Capital of the Company is INR 12,00,00,000/- (Indian Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crores Twenty Lakhs) Equity shares of INR 10/- (Indian Rupees Ten Only).

During the period under review, there was no change in Authorized Share Capital of the Company.

However, subsequent to the closure of the financial year and up to the date of this report, the Company increased its Authorized Share Capital from INR 6,50,00,000/- (Indian Rupees Six Crore Fifty Lakhs Only) divided into 65,00,000 (Sixty Five Lakhs) Equity Shares of INR 10/- (Indian Rupees Ten Only) each to INR 12,00,00,000/- (Indian Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crores Twenty Lakhs) Equity shares of INR 10/- (Indian Rupees Ten Only) in its Extra-Ordinary General Meeting held on July 05, 2025.

B. PAID UP CAPITAL AND CHANGES THEREON, IF ANY:

The Issued, Subscribed and Paid-up Share Capital stands at INR 6,24,82,400/- (Indian Rupees Six Crores Twenty-Four Lakhs Eighty-Two Thousand and Four Hundred Only) divided into 62,48,240 (Sixty-Two Lakhs Forty-Eight Thousand Two Hundred and Forty) Equity Shares of INR 10/- (Rupees Ten Only) each.

During the period under review, the Board of Directors, in its meeting held on March 20, 2025, approved a proposal to raise funds up to INR 40,00,00,000/- (Rupees Forty Crores Only) by way of a Rights Issue of Equity Shares to the eligible equity shareholders of the Company, as on the record date, in accordance with applicable laws, including the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the terms approved, the Rights Issue will be offered in the ratio of 4 equity shares for every 5 existing equity shares held by eligible shareholders (i.e., in the ratio of 4:5). The detailed terms of right issue including the procedure for applying in the right issue will be specified in the letter of offer which will be sent by the company to the eligible shareholders holding equity shares of the Company as on the record date in due course.

Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.

Issue of sweat equity shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

4. DEPOSITS

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the Directors have submitted declarations confirming that the unsecured loans provided by them to the Company were given out of their own funds.

5. DIVIDEND

The Board of Directors did not recommend any dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid / unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The provisions of above section are not applicable to the Company since no dividend was lying in unpaid dividend account.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the year under review, the Company has transferred INR 227.27/- Lakhs into the Reserve of the Company as on March 31, 2025.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the reporting period, there has been no change in the nature of Business.

9. REVISION OF FINANCIAL STATEMENT, IF ANY

There was no revision in the financial statements of the Company.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your Company has the following Directors and Key Managerial Personnel:

S. No	Name of Director	Designation	DIN	Date of Appointment	Date of Resignation
1	Ms. Harjot Kaur Chawla	Non-Executive Director	09523946	03.10.2022	-
2	Ms. Jaspreet Singh	Independent Director	09523955	03.10.2022	-
3	Ms. Parminder Kaur	Non-Executive Director	09525971	30.05.2022	-
4	Mr. Satnam Singh	Managing Director	09526002	30.05.2022	-
5	Mr. Sunny Aggarwal	Independent Director	10237154	13.07.2023	11.11.2025
6	Mr. Rajesh Khurana	Independent Director	09771144	20.03.2025	-
7	Mr. Satnam Singh	Chief Financial Officer	-	06.05.2022	-
8	Mr. Amit Kumar Sodhani	Company Secretary	-	22.07.2022	-

Following changes took place in the Board of Directors before the date of this report:

Mr. Sunny Aggarwal resigned as a Non-Executive Independent Director from the Board of the Company w.e.f. November 11, 2024.

Mr. Rajesh Khurana was appointed as an Additional Director (Non- Executive Independent Director) w.e.f. March 20, 2025 and was regularized as an Independent Director after the closure of Financial Year at the Extra-Ordinary General Meeting held on July 05, 2025.

Rotational Director:

As per the provisions of the Companies Act, 2013, Ms. Parminder Kaur (DIN: 09525971), Director, whose office is liable to retire by rotation in accordance with the provision of Companies Act, 2013 and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, total 09 (Nine) meetings of the Board of Directors were held. The following are the dates on which the said meetings were held:

May 28, 2024

August 14, 2024

September 05, 2024

November 13, 2024

February 05, 2025

February 08, 2025

February 11, 2025

March 06, 2025

March 20, 2025

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standard issued by the ICSI.

S. No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Ms. Harjot Kaur Chawla	Non-Executive Director	09	09	0
2	Ms. Jaspreet Singh	Independent Director	09	09	0
3	Ms. Parminder Kaur	Non-Executive Director	09	09	0
4	Mr. Satnam Singh	Managing Director	09	09	0
5	Mr. Sunny Aggarwal	Independent Director	03	03	0
6	Mr. Rajesh Khurana	Independent Director	-	-	-

12. BOARD COMMITTEE(S) AND THEIR MEETINGS THEREOF

Currently, the Board has following Committees:

Audit Committee

Nomination & Remuneration Committee

Stakeholder Relationship Committee.

The Composition of these Committees and relative compliances are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and applicable provisions of the Listing Regulations.

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairperson of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board for review from time to time. The Minutes of the Committee Meetings are sent to all members of the Committee individually and are placed before the Board for review from time to time.

A. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

During the year under review, four (4) meetings of the Audit Committee were convened and held on the dates mentioned below:

May 28, 2024

August 14, 2024

November 13, 2024

February 11, 2025

The maximum interval between any two meetings did not exceed 120 days.

The detail of the composition of the Audit Committee along with their meetings held/attended is as follows:

S. No.	Name of Member	Designation	No. of Meeting eligible to Attend	No. of Meeting Attended
1	Ms. Jaspreet Singh	Chairman, Independent Director	04	04
2	Ms. Parminder Kaur	Member, Non-Executive Director	04	04
3	Mr. Satnam Singh*	Member, Executive Director	01	01
4.	Mr. Sunny Aggarwal**	Member, Independent Director	01	01
5.	Mr. Rajesh Khurana***	Member, Independent Director	-	-

* Mr. Satnam Singh was removed from the Audit Committee by the Board of Director in its Meeting held on May 28, 2024.

** Mr. Sunny Aggarwal, being an Independent Director appointed as the member of Audit Committee by the Board of Director in its Meeting held on May 28, 2024 and automatically ceased to be member on its resignation.

*** Mr. Rajesh Khurana appointed as Non- Executive Independent Additional Director w.e.f. March 20, 2025 and become the member of the Audit Committee in the Board Meeting held on March 20, 2025.

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted within the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

During the year under review, One (1) meeting of the Nomination and Remuneration Committee was convened and held on March 20, 2025.

The detail of the composition of the Nomination and Remuneration Committee along with their meetings held/attended is as follows:

S. No.	Name of Member	Designation	No. of Meeting eligible to Attend	No. of Meeting Attended
1	Ms. Jaspreet Singh	Chairman, Independent Director	01	01
2	Ms. Parminder Kaur	Member, Non-Executive Director	01	01
3	Mr. Harjot Kaur Chawla*	Member, Non-Executive Director	-	-
4.	Mr. Sunny Aggarwal**	Member, Independent Director	-	-
5.	Mr. Rajesh Khurana***	Member, Independent Director	01	01

* Mr. Harjot Kaur Chawla was removed from the Audit Committee by the Board of Director in its Meeting held on May 28, 2024.

** Mr. Sunny Aggarwal, being an Independent Director appointed as the member of Audit Committee by the Board of Director in its Meeting held on May 28, 2024 and automatically ceased to be member on its resignation.

*** Mr. Rajesh Khurana appointed as Non- Executive Independent Additional Director w.e.f. March 20, 2025 and become the member of the Audit Committee in the Board Meeting held on March 20, 2025.

C. Stakeholders Relationship Committee:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the year under review, One (1) meeting of the Stakeholder Relationship Committee was convened and held on March 20, 2025.

The detail of the composition of the Stakeholder Relationship Committee along with their meetings held/attended is as follows:

S. No.	Name of Member	Designation	No. of Meeting eligible to Attend	No. of Meeting Attended
1	Ms. Jaspreet Singh	Chairman, Independent Director	01	01
2	Ms. Parminder Kaur	Member, Non-Executive Director	01	01
3	Mr. Harjot Kaur Chawla	Member, Non-Executive Director	01	01

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There is no material changes and commitment affecting financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, except as stated in this report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

Particulars of loan given, investment made, guarantees given and security provided under Section186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the Statutory Auditors.

16. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

17. CORPORATE GOVERNANCE:

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to a listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Therefore, the requirement to file a Corporate Governance Report with the Stock Exchange does not apply to the Company for the financial year 2024-25.

Since the Companys Paid-up Equity Share Capital not exceeding Rupees Ten Crore and Net Worth not exceeding Rupees Twenty-Five Crore, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Report on the Corporate Governance does not form part of this Boards Report.

18. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

19. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Companys vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise , whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

20. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the ‘criteria of Independence as prescribed under Section 149 (6) of the Act and have submitted their respective declarations as required under Section 149 (7) of the Act and the Listing Regulations. In terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws.

21. SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Companys Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on March 20, 2025 for the Financial Year 2024-25.

22. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure I" to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

23. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-Section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure II".

24. POLICIES

The Company has adopted the following policies in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particular of contracts or arrangements made with related parties pursuant to Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Form AOC-2 has been annexed to the Report as "Annexure-III".

28. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

29. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the reporting period, the Company does not have any Subsidiary, Joint Venture or Associate Company. Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

31. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended March 31, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had 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 of the profit or loss of the company for the year review;

(c) That 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) That the directors had prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis;

(e) That 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 and

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

32. AUDITORS & AUDITORS REPORT

A. Statutory Auditor:

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held on 26^th September, 2022 at a remuneration plus applicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to time.

Auditors Report

The Auditors Report for financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditors report is enclosed with the financial statements in this Auditors Report.

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on March 20, 2025, appointed M/s. Sulabh Jain & Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2024 25.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31, 2025, issued by the Practicing Company Secretary, contains certain observations, regarding delay in filing of a few e-forms with the Registrar of Companies and the appointment of an Independent Director after a gap of three months from the date of vacancy However, the composition of the Board, Audit Committee and Nomination and Remuneration Committee were duly complied with as on March 31, 2025.The Board of Directors has taken note of the same and affirms that the necessary steps have been initiated to strengthen the compliance framework of the Company. A copy of the Secretarial Audit Report in Form MR-3 is annexed to this Report.

C. Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

D. Internal Auditors:

Pursuant to provisions of Section 138 read with the rules made there under, the Board of Directors, at its meeting held on March 20, 2025, appointed Ms. Parminder Kaur as an Internal Auditor of the Company for the financial year 2024-25, to check the internal controls and the functioning of the activities of the Company and also recommends ways of improvement.

33. ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Annual Return as on March 31, 2025 will be uploaded on website of the Company at www.prabhhansindltd.in.

34. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companys website www.prabhhansindltd.in.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure IV".

36. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

37. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the year under review, the details of complaints pertaining to sexual harassment received are as follows:

No. of complaints of sexual harassment received in the year	Nil
No. of complaints disposed off during the year	Nil
No. of cases pending for more than ninety year	Nil

38. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

39. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

40. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

41. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE

None of the Directors are related to each other

42. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)as and when they are made mandatory.

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of onetime settlement and valuation done while taking the loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

44. CAUTIONARY NOTE

The statements forming part of the Boards Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

45. STATEMENT ON OTHER COMPLIANCES

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 reporting period:

a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise; c. Issue of shares (including sweat equity shares) to employees of the Company.

46. WEBSITE OF THE COMPANY

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

47. ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

For & on behalf of	Sd/-	Sd/-
Prabhhans Industries Limited	Satnam Singh	Parminder Kaur
Date: 05-09-2025	Managing Director	Director
Place: Ludhiana	DIN- 09526002	DIN- 09525971