Prolife Industries Ltd Directors Report

To

The Members,

Prolife Industries Limited

Your Directors are pleased to present before you the 30^th Annual Report together with the audited accounts of the company for the year ended on 31^st March, 2024.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31^st March, 2024 are as under:

Particulars	Financial Year 2023-24 (Amount in INR Lakh)	Financial Year2022-23 (Amount in INR Lakh)
Income:
a) Revenue from Operation	5682.43	7831.35
b) Other Income	159.23	218.43
Total Income	5841.66	8049.78
Profit before Depreciation, Interest Charges and Taxation	1340.30	1090.95
Depreciation	121.36	125.22
Interest Charges	33.45	42.32
Profit/(loss) for year before exceptional item, Prior Period Expense and tax	1185.49	923.40
Exceptional and extraordinary Income	-	-
Exceptional and extraordinary Expense	-	-
Profit/(loss) for year before tax	1185.49	923.40
TAX Expenses	309.49	232.09
Profit After Tax	875.99	691.32

COMPANYS PERFORMANCE:

During the year under review, the companys total income stood at Rs. 5841.66 Lakhs comprised of Rs. 5682.43 Lakhs as revenue from operations and Rs.159.23 as other income while Profit after tax was Rs. 875.99 Lakhs. Your directors are continuously looking for avenues for future growth of the company.

CHANGE IN THE NATURE OF BUSINESS:

The Company continues to be in the Chemical industry and there is no change in business during the financial year ended March 31, 2024.

DIVIDEND:

The Board of Directors has recommended a dividend of 0.50/- (Fifty Paise only) per equity share of Rs.10/- (Ten rupees) each fully paid-up of the Company. Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.

TRANSFER TO RESERVES:

The company has not transferred any amount to General Reserve during the year under review.

DEPOSITS:

The Company has not accepted any deposits from the general public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Further that the Company has not accepted any deposits in contravention of the provisions of the Chapter-V of the Companies Act, 2013 and rules made there under.

CHANGE IN SHARE CAPITAL:

During the year, there is no any change in the equity share capital of the Company.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The company has not issued any equity shares with differential voting rights during the Financial year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The company has not issued any Sweat Equity Shares during the financial year and it is therefore not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION:

The company has not issued any shares under Employee Stock Option Scheme during the financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for Financial Year 2023-2024 is uploaded on website of the Company and can be accessed at www.prolifeindustries.in.

NO. OF BOARD MEETINGS:

During the financial year 2023-24, four board meetings of the Board of Directors of the company were held on 30.05.2023, 17.08.2023, 03.11.2023 and 22.02.2024. The intervening gap between the meetings was within the period prescribed under the companies Act,2013.

AUDIT COMMITTEE:

As on the date of approval of Directors Report,

As per the Provisions of the Section 177 of the Companies Act, 2013 and rules made thereunder, the Constitution of the Audit Committee of the Board of Directors are as follows:

Sr. No Board of Director	Designation	Nature of Directorship
1 Mr. Dharmendra Pushkarna	Chairperson	Non-Executive and Independent director
2 Mr. Keshavkumar Singh	Member	Non-Executive and Independent director
3 Mrs. Anureet Kaur Jolly	Member	Non-Executive and Non Independent director

During the year under review, four meetings of Audit Committee were held on 30.05.2023, 17.08.2023, 03.11.2023 and 22.02.2024.

NOMINATION AND REMUNERATION COMMITTEE:

As on the date of approval of Directors Report,

As per the Provisions of the Section 177 of the Companies Act, 2013 and rules made thereunder, the Constitution of the Nomination and Remuneration Committee of the Board of Directors are as follows:

Sr. No Board of Director	Designation	Nature of Directorship
1 Mr. Dharmendra Pushkarna	Chairperson	Non-Executive and Independent director
2 Mrs. Anureet Kaur Jolly	Member	Non-Executive and Non Independent director
3 Mr. Keshavkumar Singh	Member	Non-Executive and Independent director

During the year under review, four meetings of Nomination and Remuneration Committee were held on 30.05.2023, 17.08.2023, 03.11.2023 and 22.02.2024.

STAKEHOLDER RELATIONSHIP COMMITTEE:

As on the date of approval of Directors Report,

As per the Provisions of the Section 177 of the Companies Act, 2013 and rules made thereunder, the Constitution of the Stakeholder Relationship Committee of the Board of Directors are as follows:

Sr. No Board of Director	Designation	Nature of Directorship
1 Mrs. Anureet Kaur Jolly	Chairperson	Non-Executive and Non Independent director
2 Mr. Dharmendra Pushkarna	Member	Non-Executive and Independent director
3 Mr. Keshavkumar Singh	Member	Non-Executive and Independent director

During the year under review, four meetings of Stakeholder Relationship Committee were held on 30.05.2023, 17.08.2023, 03.11.2023 and 22.02.2024.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the Provisions of the Section 135 of the Companies Act, 2013, the Constitution of the CSR Committee of the Board of Directors are as follows:

Sr. No Board of Director	Designation	Nature of Directorship
1 Mr. Karan Manindersingh Jolly	Chairperson	Managing Director
2 Mr. Siddharth Raghuvanshi	Member	Director
3 Mr. Keshavkumar Singh	Member	Non-Executive and Independent director

CORPORATE SOCIAL RESONSIBILITY:

The Provision of the Section 135 of the Companies Act, 2013 are applicable to the Company during the year under review. As per the provisions of the said section, the company has constituted the CSR Committee of the Board of Directors of the Company and the Company has a Policy on Corporate Social Responsibility which is available on the website of the Company. The brief outline of the Corporate Social Responsibility Policy of the Company, activities and other details as required is set out in Annexure I of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time is not applicable to your company. Hence, your Company is not required to maintain cost records.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered during the year under review were on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. In terms of Section 188 of the Act and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date are given in Annexure II in Form AOC-2 and the same forms part of this report.

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

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 are given in Annexure III

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No Significant and material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the Company doesnt have any Subsidiaries, Joint Ventures and Associate Company and none of the companies has become or ceased to be Companys subsidiaries, joint ventures or associate companies.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, the Company doesnt have any Subsidiaries, Joint Ventures and Associate Company, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not required to be given.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been no change in Board of Directors and Key Managerial Personnel of the Company for the year 2023-24.

DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013, the Board of Directors states:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) That the directors have 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 financial year and of the profit and loss of the Company for that period.

3) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the annual accounts on a going concern basis.

5) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

6) 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.

PARTICULARS OF EMPLOYEES:

During the year under review, the Company had no employee drawing remuneration exceeding the prescribed limits under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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

The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in Future.

INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems designed to ensure sound management of your companys operation, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the management.

RISK MANAGEMENT POLICY:

Your company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. There is no risk which in the opinion of the board may threaten the existence of the company. The company has taken sufficient insurance coverage to safeguard its assets including Inventories, Buildings and Machineries etc.

VIGIL MECHANISM:

The Company has established a vigil mechanism policy and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided

adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

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.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, provisions of Corporate Governance are not applicable to the company as it is listed to SME Platform of NSE (NSE Emerge). Hence, Corporate Governance is not required to be prepared by the Company.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment all employees (permanent, contractual, temporary, trainees) are covered under this policy. The summary of sexual harassment complaints received and disposed off during the financial year 2023-24 is as under:

Number of Complaints Received: NIL Number of Complaints Disposed off : NIL.

DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Jitendra Leeya, Practicing Company Secretary, Ahmedabad (CP No. 14503) as Secretarial Auditor of the Company for the F.Y. 2023-24. Hence, The Company has obtained Secretarial audit report from Jitendra Leeya, Practicing Company Secretary, Ahmedabad (CP No. 14503) which is enclosed as Annexure IV to this report. The report is self-explanatory and do not call for any further comments.

INTERNAL AUDITORS:

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s. D.C. Choksi & Co., Chartered Accountants, as an Internal Auditor to conduct the Internal Audit of the Company Your Company has appointed M/s D.C. Choksi & Co., as its Internal Auditor for the F.Y. 2023-24. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

STATUTORY AUDITORS:

The Statutory Auditors, M/s. Bihari Shah & Co., Chartered Accountants (Firm Registration Number 119020W), were re- appointed as Statutory Auditors of the Company at the 29^th Annual General Meeting of the Company from the conclusion of 29^th Annual General Meeting held on 20^th September, 2023 till the conclusion of Annual General Meeting to be held in the calendar year 2028 for auditing the accounts of the company for the financial year 2023-24 to 2027-28.Provision for the ratification of appointment of Auditors by the members at every Annual General Meeting. Pursuant to notification issued by the Ministry of Corporate Affairs on 7^th May, 2018 amending section 139 of the Companies Act, 2013 and the rules made thereunder, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting ("AGM") has been omitted.

Accordingly the relevant note of Statutory Auditors Appointment has been given in the Notes of the Notice of the Annual General Meeting.

The comments in the Auditors report with notes on accounts are self-explanatory and therefore do not call for any further explanation.

Auditors Report to the shareholders for the financial year ended 31st March, 2024, does not contain any qualification

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established proper internal finance controls to ensure the integrity of financials statements and accounting records.

DETAILS OF DIFFERENCE IN VALUATION

During the financial year Company has not undergone any one-time settlement and has not undertaken any loan from the Banks or Financial Institutions which requires the valuation report therefore the disclosure regarding the 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 the reasons is not applicable to the Company.

SECRETARIAL STANDARDS:

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

ACKNOWLEDGEMENT:

Your directors take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support and to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Companys affairs.

ANNEXURE: I

Annual report on CSR Activities for the financial year ended on 31st March, 2024

1. Brief outline on CSR Policy of the Company.

To Contribute/Sponsor any scheme or project in general good of Society. The Companys CSR policy is committed towards CSR activities as envisaged in Schedule VII of the Companies Act, 2013. The Details of CSR policy of the Company and CSR projects are available on the website of the Company.

2. The Composition of CSR Committee:

Sr. No Board of Director	Designation	Nature of Directorship	No. of Meetings IGHT>held	No. of Meeting Attended
1 Mr.Karan Manindersingh Jolly	Chairperson	Managing Director	2	2
2 Mr.Siddharth Raghuvanshi	Member	Director	2	2
3 Mr. Keshavkumar Singh	Member	Non-Executive and Independent director	2	2

3. The web-link where composition of CSR Committee, CSR Policy and CSR Project approved by the board are disclosed on the website of the Company: www.prolifeindustries.in

4. Executive summary along with web-links of Impact assessment of CSR projects carried out in pursuance of Sub-rule (3) of Rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable: Not Applicable

5. (a) Average net profit of the company as per sub-section (5) of section 135: Rs. 753.24 Lakhs

(b) Two percent of average net profit of the company as per sub-section (5) of section 135:

Rs. 15.06 Lakhs

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: N.A.

(d) Amount required to be set-off for the financial year, if any: Nil

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 15.06 Lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project):

Rs.15.06 Lakhs

(b) Amount spent in Administrative Overheads: Nil

(c) Amount spent on Impact Assessment, if applicable: N.A

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs.15.06 Lakhs

(e) CSR amount spent or unspent for the Financial Year:

Total Amount spent for the financial Year (In Rs.)	Amount Unspent (In Rs.)
	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of Transfer	Name of Fund	Amount	Date of Transfer
15,06,477.00/-	N.A	N.A	N.A	N.A	N.A

(f) Excess amount for set-off, if any: Nil

7. Details of unspent Corporate Social Responsibility amount for the preceding three Financial Years:

Sr. No. Preceding Financial Years	Amount transferred to Unspent CSR Account under section 135 (6) (in Rs.)	Balance Amount in Unspent CSR Account under Section 135(6) (in Rs.)	Amount spent in the Financial Year (in Rs.).	Amount transferred to any fund specified under Schedule VII as per section 135(5), if any.		Amount remaining to be spent in succeeding financial years. (in Rs.)	Deficiency, if any
				Amount (in Rs).	Date of transfer.
Nil

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If yes, enter the number of Capital assets created/acquired: Not applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Sr. No. Short particulars of the property or asset(s) [including complete address and location of the property]	Pin code of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/authority/beneficiary of the registered owner
(1) (2)	(3)	(4)	(5)	(6)
				CSR Registration Number, if applicable	Name	Registered Address
Not Applicable

9. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per sub-section (5) of Section 135:

Not Applicable

ANNEXURE - II FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014

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

1. Details of contracts or arrangements or transactions not at Arms length basis:

Prolife Industries Limited has not entered into any contract/arrangement/transaction with its related parties which are not in ordinary course of business or not at arms length during FY 2023-24.

i. Name(s) of the related party and nature of relationship: Not Applicable

ii. Nature of contracts/arrangements/transactions: Not Applicable

iii. Duration of the contracts / arrangements/transactions: Not Applicable

iv. Salient terms of the contracts or arrangements or transactions including the value, if any: Not

Applicable

v. Justification for entering into such contracts or arrangements or transactions: Not Applicable

vi. Date(s) of approval by the Board: Not Applicable

vii. Amount paid as advances, if any: Not Applicable

viii. Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not Applicable

2. Details of contracts or arrangements or transactions at Arms length basis:

Name (s) of the related party	Nature of contracts/ arrangements/ transaction	Duration of the contracts/ arrangements/ transaction	Salient terms of the contracts or arrangements or transaction including the value, if any (Amt. in INR Lakh )	Date(s) of approval by Board	Amount paid as advances, if any
Prolife Bio-Chemical Industries Private Limited	Sale of goods	12 months	1107.72	May 30, 2023	-
	Raw Material Purchased	12 months	19.90	May 30, 2023	-
Goldstar Chemicals Private Limited	Sale of Goods	12 months	1014.01	May 30, 2023	-
	Raw Material Purchased	12 months	275.34	May 30, 2023	-
J.S Chemical	Sales of Goods	12 months	0.68	May 30, 2023	-
	Raw Material Purchased	12 months	432.53	May 30, 2023	-
Shraddha Finechem Private Limited	Sale of Goods	12 months	66.09	May 30, 2023	-
	Raw Material Purchased	12 months	15.96	May 30, 2023
Shree Ram Chemicals	Raw Material Purchased	12 months	894.20	May 30, 2023	-
Yushika Exports	Sale of Goods	12 months	65.08	May 30, 2023	-
Prolife Speciality Chemicals Limited	Sale of Goods	12 months	2.33	May 30, 2023	-
	Raw Material Purchased	12 months	234.85	May 30, 2023	-
Shree Avani Pharma	Raw Material Purchased	12 months	19.58	May 30, 2023	-
Prolife Chemopharma Private Limited	Sale of goods	12 months	17.23	May 30, 2023	-
	Raw Material Purchased	12 months	7.20	May 30, 2023	-
Yushka Cosmetics LLP	Sale of goods	12 months	0.36	May 30, 2023	-

ANNEXURE: III

TO THE DIRECTORS REPORT FOR THE YEAR 2023-24

Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014.

(a) CONSERVATION OF ENERGY

(i) the steps taken or impact on conservation of energy	-
(ii) the steps taken by the company for utilizing alternate sources of energy	-
(iii) the capital investment on energy conservation equipments	-

(b) TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption	-
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	-
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	-
(a) the details of technology imported	-
(b) the year of import;	-
(c) whether the technology been fully absorbed	-
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	-
(iv) the expenditure incurred on Research and Development	-

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the total foreign exchange used and the total foreign exchange earned are as under

Total Foreign Exchange earned in actual	Rs. 19,03,04,070.91/-
Total Imported Goods	Nil

ANNEXURE-IV

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2023 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To,

The Members

PROLIFE INDUSTRIES LIMITED

CIN: L24231GJ1994PLC022613 Regd. Off: 213, G.I.D.C. PANOLI,

ANKLESHWAR - 394116 (Gujarat)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PROLIFE INDUSTRIES LIMITED (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives, during the conduct of secretarial audit, I hereby report that in my opinion, the Company has during the audit period covering the Financial Year ended on 31^st March, 2024 has complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on 31^st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

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

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

(h) The Securities and Exchange Board of India (Buyback of Securities Regulations, 2018;and

(i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

However, it has been found that there were no instances requiring compliance with the provisions of the laws indicated at point (c), (d), (e), (g) & (h) of para (v) mentioned hereinabove during the period under review.

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

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

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s) and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

(vi) I further report that having regard to the compliance management system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof made available to me, on test-check basis, the Company has compliance management system for the sector specific laws applicable specifically to the Company.

During the period under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards, mentioned hereinabove and there is adequate compliance management system for the purpose of other sector specific laws.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions were carried through while the dissenting members views were captured and recorded as part of the minutes, wherever required.

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

I further report that during the audit period of the Company, there were following events / actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

Annexure - A

To,

The Members

PROLIFE INDUSTRIES LIMITED

CIN: L24231GJ1994PLC022613

Regd. Off: 213, G.I.D.C. PANOLI,

ANKLESHWAR - 394116 (Gujarat)

Sir/Maam,

Sub: Secretarial Audit Report for the Financial Year ended on 31^st March, 2024

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

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

ANNEXURE- V

Information pursuant Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(a) The ratio of remuneration of each director to the median remuneration of the employees

of the Company for the financial year 2023-24 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2023-24:

Name of Director and KMP	Designation	Ratio of remuneration to median remuneration of Employees 2023-24	% increase in remuneration in the financial year
Mr. Karan M. Jolly	Managing Director	12.35:1	Nil
Mr.Siddharth Raghuvanshi	Executive Director	7.41:1	Nil
Mr. Veljibhai K Patel	Executive Director	5.86:1	13.49%
Mrs. Anureet Kaur Jolly	Non-Executive Director	NA	Nil
Mr. Dharmendra Pushkarna	Independent Director	NA	NA
Mr. Keshavkumar Singh	Independent Director	NA	NA
Mr. Sarathi Sheth	Company Secretary	3.96:1	7.00%
Mr. Sahil Patel	Chief Financial Officer	6.12:1	14.42%

(ii) The percentage of increase/(decrease) in the median remuneration of employees in the financial year: 11.26%

(iii) The number of permanent employees on the rolls of the Company: 59 Employees as on March 31, 2024.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average percentage increase in the salaries of employees other than managerial personnel in the financial year was 8.17% whereas percentage increase in managerial remuneration was 2.79%.

(v) Affirmation that the remuneration is as per the Remuneration policy of the Company: The Company affirms that the remuneration is as per the Remuneration Policy of the Company.