Prism Finance Ltd Directors Report

Dear Members,

Your Directors present the 31^st ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2024-25 ended 31^st March, 2025.

1. FINANCIAL RESULTS:

Particulars	2024-25	2023-24
Total Income	571.89	1,099.20
Profit / (loss) before Depreciation	(261.95)	747.48
Less : Depreciation	8.57	5.75
Profit/ (loss) before Taxation	(270.52)	741.73
Less: Provision for Current Taxation	-	20.52
(Add)/ Less: Adjustment for Deferred Tax (Asset)/ Liability	(168.77)	205.07
Profit / (loss) after Tax	(101.75)	516.14

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2025 and date of this report.

2. REVIEW OF OPERATIONS / COMPANY AFFAIRS:

The Company earned total Income of Rs. 571.89 Lakh during FY 2024-25 under review compared to Rs. 1,099.20 Lakh during FY 2023-24. The Company earned Loss before Depreciation of Rs. 261.95 lakh during the year under review compared to Profit before Depreciation of Rs. 747.48 lakh during 2023-24. After providing for Depreciation and Tax expenses the Net Loss during the year under review was Rs. 101.75 lakh compared to Net profit of Rs. 516.14 lakh during 2023-24.

3. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

In view of the accumulated losses, Directors do not recommend any dividend for the Equity shareholders for the financial year 2024-25.

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company.

4. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2025-26.

6. SHARE CAPITAL:

There are no changes in the authorized share capital and paid-up share capital during the period under review.

The issued, subscribed and paid-up Share Capital of the Company as on 31^st March, 2025 was Rs. 650.03 Lakh. As on 31^st March, 2025, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity and none of the Directors of the Company hold any convertible instruments.

7. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to General Reserves.

8. DIRECTORS:

8.1. The Board of Directors duly met 6 times during the financial year under review.

8.2 The Board of Directors at their meeting held on 20^th July, 2024 appointed Ms. Rajkumari R. Udhwani (DIN: 02636225) as an Additional Director (Non-executive Independent Director - Woman Director) w.e.f. 1^st September, 2024. Furthermore, Ms. Rajkumari R. Udhwani was appointed as a Non-executive Independent Director - Woman Director for a period of 5 years at the 30^th Annual General Meeting held on 30^th September, 2024.

8.3 The Board of Directors at their meeting held on 20^th July, 2024 appointed Mr. Parth B. Thakkar (DIN: 10709057) as an Additional Director (Non-executive Independent Director) w.e.f. 1^st September, 2024. Further more, Mr. Parth B. Thakkar was appointed as a Non-executive Independent Director for a period of 5 years at the 30^th Annual General Meeting held on 30^th September, 2024.

8.4 Mr. Kashyap R. Mehta retired from the position of Independent Director of the Company upon the conclusion of the ensuing 30^th Annual General Meeting held on 30^th September, 2024.

8.5 Ms. Anal R. Desai retired from the position of Independent Director of the Company upon the conclusion of the ensuing 30^th Annual General Meeting held on 30^th September, 2024.

8.6 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Directors are required to enroll his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

8.7 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

8.8 Since all the Directors of the Company are Independent Directors, none of them are liable to retire by rotation.

8.9 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgements 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 31^st March, 2025 being end of the Financial Year 2024-25 and the loss of the Company for the year;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. 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.

9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

10. MANAGERIAL REMUNERATION:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Companys website- www.prismfinancein.com.

11. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL: A. % increase in remuneration of Directors & KMP:

Name of the Director & KMP	Designation	Percentage Increase (If any)
1. Mr. Chirag Desai	CFO	-
2. Mr. Karan Gupta	Company Secretary & Compliance Officer	N.A.

B. The numbers of Employees of the Company are two. There are no employees drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

12. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.prismfinancein.com

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company being in the Industry of Investment, Finance and Trading, the particulars relating to conservation of Energy, Technology Absorption etc. are not applicable. The Company has not earned or spent any amount in Foreign Exchange.

14. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance (on voluntary basis), Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - A.

15. SECRETARIAL AUDIT REPORT:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Nishant Pandya & Associates, Practicing Company Secretaries. The Secretarial Auditors Report is attached as “Annexure-B”. The remarks of Auditor for non-appointment of Managing Director are self- explanatory. Regarding the remarks of Auditor regarding diminution in value of investment not recognized, the management is evaluating the matter further and will take appropriate action over the next quarters.

Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board of Directors has recommended the appointment of M/s. Nishant Pandya & Associates, Practising Company Secretaries (Firm Registration No. S2019GJ700100) as Secretarial Auditors of the Company for a period of 5 years and to hold office as Secretarial Auditors of the Company for period of 5 years

i.e. for the Financial Years 2025-26 to 2029-30.

The Company has obtained consent from M/s. Nishant Pandya & Associates, Practising Company Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013.

16. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on 31^st March, 2025 is available on the Companys website www.prismfinancein.com.

17. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

A. Audit Committee:

The Board of Directors in their meeting held on 20^th July, 2024 reconstituted the Audit Committee of the Company with effect from 1^st September, 2024 as under:

1. Ms. Rajkumari R. Udhwani**	Chairperson
2. Mr. Parth B. Thakkar**	Member
3. Mr. Hemendra C. Shah	Member

"Appointed as Independent Directors of Company w.e.f. 1^st September, 2024.

B. Nomination and Remuneration Committee:

The Board of Directors in their meeting held on 20^th July, 2024 reconstituted the Nomination and Remuneration Committee of the Company with effect from 1^st September, 2024 as under:

1. Mr. Hemendra C. Shah	Chairman
2. Mr. Parth B. Thakkar**	Member
3. Ms. Rajkumari R. Udhwani**	Member

"Appointed as Independent Director of Company w.e.f 1^st September, 2024.

C. Stakeholders Relationship Committee:

The Board of Directors in their meeting held on 20^th July, 2024 reconstituted the Stakeholders Relationship Committee of the Company with effect from w.e.f. 1^st September, 2024 as under:

1. Ms. Rajkumari R. Udhwani**	Chairperson
2. Mr. Parth B. Thakkar**	Member
3. Mr. Hemendra C. Shah	Member

"Appointed as Independent Director of Company w.e.f 1^st September, 2024.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During this period under the provisions under section 135 in respect of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

19. GENERAL:

19.1. STATUTORY AUDITORS:

At the 29^th Annual General Meeting of the members of the Company held on 30^th September, 2023, H. K. Shah & Co., Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company for a period of 5 years to hold office till the conclusion of the 34^th Annual General Meeting to be held in the year 2028.

Details of Audit Qualification:

The company has an investment in unquoted shares of a company whose carrying value is Rs. 100 lakhs as at March 31,2025. However, as per the latest available audited financials of the company as at March 31, 2023, the net worth of the company has been negative. However, the company has not recognized the effect of the same in its Statement of the Profit and Loss. Hence, the profit and the investments (assets) are overstated to that extent.

Management Response:

The management is evaluating the matter further and will take appropriate action over the next quarters. Except as aforementioned, the remarks of Auditors are self-explanatory and have been explained in Notes on Accounts.

19.2 INSURANCE:

The movable and immovable properties of the Company to the extent required have been adequately insured risks such as fire, strike, civil commotion, malicious damages, etc.

19.3 FIXED DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

19.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs as on 31^st March, 2025.

19.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

19.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

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

The Company has in place an Anti-Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

a. Number of complaints received during the year	Nil
b. Number of complaints disposed off during the year	Nil
c. Number of cases pending for more than 90 days	Nil

19.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

19.11 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

19.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any Bank or Financial Institution.

19.13 AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

20. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

With a view to have better administrative and other controls, the Registered Office has been shifted from 301, Iscon Mall, Above Star India Bazar, Satellite Road, Ahmedabad - 380015 to Offices No. 1104 + 1105+1106, One 42 Building, North Tower, Behind Ashok Vatika, Near Jayantilal Parks BRTS, Ambali Bopal Road, Ahmedabad - 380054 with effect from 11^th October, 2024.

21. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

23. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders. The Policy is available on the companys website.

24. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. is INE429Q01019

25. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

26. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders and Customers for their support and co operation.Your Directors also place on record their gratitude to the Bankers of the Company and Government Departments for their confidence reposed in the Company.

		For and on behalf of the Board,
Place	: Ahmedabad	Parth B. Thakkar	Rajkumari R. Udhwani
Date	: 25th July, 2025	Director	Director
		DIN: 10709057	DIN: 02636225