Prithvi Exchange (India) Ltd Directors Report

FOR THE YEAR ENDED 31st MARCH, 2025

Dear Shareholders,

We have pleasure in presenting the 30th Annual Report and Audited Financial Statements of Accounts of your Company for the year ended as on 31st March, 2025.

FINANCIAL RESULTS AND STATE OF COMPANYS AFFAIRS

The financial results for the year ended 31st March, 2025 are as under:

(Rs. in Crores)

Particulars	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Income	3,526.07	4,160.82	3,526.10	4,160.82
Total Expenses	3,515.12	4,142.62	3,515.24	4,142.63
Profit Before Tax	10.95	18.20	10.86	18.19
Tax Expense	2.84	5.15	2.84	5.15
Profit/(loss) after Tax	8.1 1	13.05	8.02	13.05

STATE OF COMPANYS AFFAIRS

During the year under review, your Company has generated revenue of Rs. 3,526.07 crores as compared to Rs 4,160.82 crores in the previous year. The net profit decreased to Rs. 8.11 crores from Rs. 13.05 crores in the last year.

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 Companys 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 31,2025, the Capital structure stand 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 is Rs. 8,24,96,500/- comprising of 82,49,650 Equity shares of Rs. 10/- each. During the year, the company has not issued any equity share and shares with differential voting rights nor granted stock options/ sweat equity.

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 Company between 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 declared Interim dividend, on 14lh February, 2025, of Rs. 1 each per share (10%) on paid up equity share capital having face value of Rs. 10 each.

Further the Directors recommended a final dividend of Re. 1 per equity share (10 %) having a face value of Rs. 10 each payable to the members of the Company whose names appear in the Register of Members as on the Record date, subject to the approval of shareholders at the ensuing ACM.

Note: Companies are required to pay/ distribute dividend after deducting applicable withholding income taxes.

INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company transferred the unclaimed and un-encashed dividends of ? 102532.50. Further, 4,237 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at investor.relations@prithvifx.com or to the Companys Registrar and Transfer Agent Integrated Registry Management Services Private Limited at einward@intematedindia.in or at their address at Integrated Registry Management Services Private Limited, 2nd Floor, "Renees Towers" No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai - 600 017. Members can find the details of Nodal Officer appointed by the Company under the provisions of the TEPF and the details of unclaimed dividend and shares at https://prithvifx.com/investor-relation/ .

As per the provisions of IEPF Authority (Accounting, inspection. Transfer and Refund) Rules, 2016 (as amended), the shareholder may lodge the claim to the IEPF Authority for such dividends and shares by submitting an online application in Form IEPF- 5 available on the website www.iepf.gov.in.

TRANSFER TO GENERAL RESERVE

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

DEPOSIT

The company has not accepted any deposits during the year.

Pursuant to the Ministry of Corporate Affairs (MCA) notifications amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (ROC) the requisite forms of outstanding receipt of money/loan by the Company, which is not considered as deposits.

CHANGES IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during the fiscal 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans made by the company have been given in notes No. 10 to the Financial Statement.

During the year, the company has not given any guarantee or made any Investments as per the provisions of Section 186 of the Companies Act, 2013.

Further the Directors recommended a final dividend of Re. 1 per equity share (10 %) having a face value of Rs. 10 each payable to the members of the Company whose names appear in the Register of Members as on the Record date, subject to the approval of shareholders at the ensuing AGM.

Note: Companies are required to pay/ distribute dividend after deducting applicable withholding income taxes.

INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company transferred the unclaimed and un-encashed dividends of ? 102532.50. Further, 4,237 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at investor.relations@prithvifx.com or to the Companys Registrar and Transfer Agent Integrated Registry Management Services Private Limited at einward@integratedindia.in or at their address at Integrated Registry Management Services Private Limited, 2nd Floor, "Kences Towers" No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai - 600 017. Members can find the details of Nodal Officer appointed by the Company under the provisions of the IEPF and the details of unclaimed dividend and shares at https://prithvifx.com/investor-relation/ .

As per the prov isions of IEPF Authority (Accounting, inspection, Transfer and Refund) Rules, 2016 (as amended), the shareholder may lodge the claim to the IEPF Authority for such dividends and shares by submitting an online application in Form IEPF- 5 available on the website www.iepf.gov.in.

TRANSFER TO GENERAL RESERVE

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

DEPOSIT

The company has not accepted any deposits during the year.

Pursuant to the Ministry of Corporate Affairs (MCA) notifications amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (ROC) the requisite forms of outstanding receipt of money/loan by the Company, which is not considered as deposits.

CHANGES IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during the fiscal 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans made by the company have been given in notes No. 10 to the Financial Statement.

During the year, the company has not given any guarantee or made any Investments as per the provisions of Section 186 of the Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Name of Director	Designation
Mr. Mahavir Chand	Chairman (Non-Executive Director)
Mr. Pavan Kumar Kavad	Managing Director
Ms. Anuradha Jayaraman	Non-Executive Independent Women Director
Mr. Suresh Kumar	Non-Executive Director
Mr. Kalpesh Kumar Kavad	Whole Time Director and Chief Financial Officer (KMP)
Mr. Naresh Kumar Khivraj	Non-Executive Independent Director
Dr. Amarendra Sahoo	Non-Executive Independent Director
Mr. Rajesh Gurdas Wadhwa	Non-Executive Independent Director
Ms. Nithyasree P G	Company Secretary (KMP)

Appointment:

Mr. Mahavir Chand has been re-designated as the Non-Executive Director with effect from 18th May, 2024.

Ms. Nithyasree P G has been appointed as the Company Secretary and Compliance Officer of the Company with effect from August 13, 2024.

Resignation:

Ms. Sornalatha N had resigned from the post of Company Secretary and Compliance Officer of the Company on June 28, 2024.

Mr. K. N. Deenadayalan had resigned from the post of Chairman and Independent Director of the Company due to completion of tenure on September 26, 2024.

Re-Appointment:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Kalpesh Kumar Kavad, Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for reappointment.

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(l)(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.

MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Managements discussion and analysis is set out in this Integrated Annual Report as Annexure A.

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 2024-2025, the Company held four (4) meetings of the Board of Directors as per the table below. The intervening gap between the meetings was within the period as prescribed under Section 173 (1) of the Companies Act, 2013.

SI.No	Date of Meeting
>1	18.05.2024
2	13.08.2024
3	09.11.2024
4	14.02.2024

BOARD COMMITTEES

The Board of Directors have constituted an Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee as per the requirement of the Companies Act, 2013.

Details about all the Committees, its Composition, the number and dates of meetings of such committees held during the year are provided in corporate governance report.

RECOMMENDATIONS OF AUDIT COMMITTEE

All the recommendations of the Audit Committee were accepted by the Board during the year 2024-2025.

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 Companys 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 forms part of the Annual Report as Annexure F.

STATUTORY AUDITORS

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

There are no qualifications or 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 Auditors 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 3 lsl March, 2025 is attached as part of the Financial Statements of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Regulation 24A of the SEBI (LODR) and amendments thereof, the Company has appointed Mr. V. Esaki, Practising Company Secretary (Membership No: 30353), to undertake the Secretarial Audit of the Company for a period of five years with effect from 01st April, 2025.

The report on the Secretarial Audit carried out for the year 2024-2025 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.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

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.

COMPLIANCE WITH 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, to the extent possible, 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.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) read with section 134 (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:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any

(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 the year 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 the 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;

(e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

(t) The Directors, in case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

RISK MANAGEMENT

In the opinion of the board there is no critical risks that may threaten the existence of the Company. The details of the risk and threat as perceived by the company on a cautionary basis are annexed in the Management and discussion analysis report.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) and 134(3) (a) of the Companies Act 2013 and Rules framed thereunder, an extract of the annual return in form MGT-7 for FY 2024-2025 is uploaded on the website of the Company and the same is available on http://prithvifx.com

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 Companys website at: https://prithvifx.com/ During the financial year, the Company has not received any compliant.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors has not reported to the Board under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

OTHER DISCLOSURES

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

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.

(Rs. in Lakhs)

Particular	2024-25	2023-24
Expenditure in Foreign Currency:	13.31	16.47

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

There are no significant and 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 utmost precautions for the security of data and having a dedicated team for this. During the financial year 2024- 2025 there was no instance of cyber security breach happened in the company.

DISCLOSURE ABOUT THE APPLICATION AS MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

Not applicable.

DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Not applicable.

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.

		For and on behalf of the Board
	Sd/-	Sd/-
	Mahavir (.hand	Pavan Kumar Kavad
	Chairman	Managing Director
	DIN:00671041	DIN:07095542
Place: Chennai
Date: 24.05.2025