Prism Finance Ltd

Dear Members,

Your Directors present the 30^th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2023-24 ended 31^st March, 2024.

1. FINANCIAL RESULTS:

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2024 and date of this report.

2. REVIEW OF OPERATIONS / COMPANY AFFAIRS:

The Company earned total Income of Rs. 1099.20 Lakh during FY 2023-24 under review compared to Rs. 144.61Lakh during FY 2022-23. The Company earned profit before Depreciation of Rs. 747.48 lakh during the year under review compared to loss before Depreciation of Rs. 396.04 lakh during 2022-23. After providing for Depreciation, effect of impairment of financial instruments and Tax expenses the Net profit during the year under review was Rs. 516.14 lakh compared to Net Loss of Rs. 400.13 lakh during 2022-23.

3. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

In view of the accumulated losses, Directors do not recommend any dividend for theEquity shareholders for the financial year 2023-24.

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 2024-25.

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, 2024 was Rs. 650.03 Lakh. As on 31^st March, 2024, 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 7 times during the financial year under review.

8.2 The Board of Directors in their meeting held on 20^th July, 2024 have 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, the appointment of Ms. Rajkumari R. Udhwani as a Non-executive Independent Director - Woman Director for a period of 5 years is being proposed at the ensuing 30^th Annual General Meeting.

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

8.4 Mr. Kashyap R. Mehta will retire from the position of Independent Director of the Company upon the conclusion of the ensuing 30^th Annual General Meeting.

8.5 Ms. Anal R. Desai will retire from the position of Independent Director of the Company upon the conclusion of the ensuing 30^th Annual General Meeting.

8.6 Mr. Karan S. Gupta was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 21^st February, 2024.

8.7 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.

8.8 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.

8.9 All being Independent Directors of the Company, none of the Director is liable to retire by rotation.

8.10 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, 2024 being end of the Financial Year 2023-24 and the profit 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 Company's 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 Policyare available on the Company's website- www.prismfinance.in.

11. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:

A. % increase in remuneration of Directors & KMP:

B. The numbers of Employees of the Company are two. There is no Employee 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 arm's 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 Company's website at www.prismfinance.in

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:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Pinakin Shah & Co., Company Secretaries, Ahmedabad. The said Report is attached with this Report 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.

16. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31^st March, 2024 is available on the Company's website www.prismfinance.in.

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 have reconstituted the Audit Committee of the Company as follows w.e.f. 1^st September, 2024:

**Appointed as Independent Director 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 have reconstituted the Nomination and Remuneration Committee of the Company as follows w.e.f. 1^st September, 2024:

**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 have reconstituted the Stakeholders' Relationship Committee of the Company as follows w.e.f. 1^st September, 2024:

**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 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 31,2024. 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.

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, 2024.

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 goingconcern 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 Company's 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.

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 is no proceeding 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. 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.

21. 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.

22. 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 company's website.

23. 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

24. 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.