Your Directors present the 32^nd ANNUAL REPORT together with the Audited Financial Statements for the Financial
Year 2025-26 ended 31^st March, 2026.

1. FINANCIAL RESULTS:

There are no material changes and commitment affecting the financial position of the Company which have
occurred between 1^st April, 2026 and date of this report.

2. REVIEW OF OPERATIONS / COMPANY AFFAIRS:

The Company earned Total Income of Rs. 562.45 Lakh during FY 2025-26 under review compared to Rs. 571.89
Lakh during FY 2024-25. The Company incurred Loss before Depreciation of Rs. 380.64 lakh during the year
under review compared to Loss before Depreciation of Rs. 261.95 lakh during 2024-25. After providing for
Depreciation and Tax expenses, the Net Loss during the year under review was Rs. 354.35 lakh compared to Net
Loss of Rs. 101.75 lakh during 2024-25.

3. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

In view of the losses incurred, Directors have not recommended any dividend for the Equity shareholders for the
financial year 2025-26.

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 2026-27.

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, 2026 was Rs. 650.03 Lakh.
As on 31^st March, 2026, 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. DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:

8.1. The Board, based on the recommendations of the Nomination and Remuneration Committee have
recommended the re-appointment of Mr. Hemendrakumar C. Shah (DIN: 00077654) as an Independent
Director of the Company for a 2^nd consecutive term of five years w.e.f. 4^th December, 2026 to be approved by
the members by way of a Special Resolution being proposed to be passed at the 32^nd AGM.

8.2 Brief profile of the Directors being appointed /re-appointed as required under Regulations 36(3) of Listing
Regulations, 2015 and Secretarial Standard on General Meetings are provided in the Notice for the forthcoming
AGM of the Company.

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

9. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they
meet with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) the
SEBI (LODR) Regulation, 2015.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and
Listing Regulations and are independent of the management. The Independent Director shall enroll his / hername
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.

10. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 2(51), and Section 203 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial Personnel of the Company
as on 31^st March, 2026 are Mr. Chirag Jitendrabhai Desai, Chief Financial Officer and Mr. Karan Sanjay Gupta,
Company Secretary and Compliance Officer.

11. MEETINGS OF THE BOARD:

The Board of Directors of your Company met 6 (Six) Times during the year to transact various items of business.

The Meetings were convened on 30^th May 2025, 25^th July 2025, 14^th August 2025, 14^th October 2025, 28^th January,
2026 and 12^th February, 2026.

The maximum interval between any two consecutive Board Meetings and Audit Committee meetings did not
exceed 120 days.

NAMES OF DIRECTORS AND THEIR ATTENDANCE AT THE BOARD MEETINGSHELD DURING FY 2025-26
ARE AS UNDER:

12. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with Section 177 of the Companies Act, 2013
and Regulation 18 of SEBI (LODR) Regulations, 2015.

The Audit Committee acts as a link among the Management, the Statutory Auditors, and the Board of Directors to
oversee the financial reporting process of the Company. The Committee''s purpose is to oversee the quality and
integrity of accounting, auditing and financial reporting process, including review of the internal audit reports and
action taken report.

Composition of Audit Committee and the attendance record of members for 2025-26 are as under:

During the Financial Year 2025-26, 5 (Five) Meetings of Audit Committee were held on 30^th May 2025, 25^th July
2025, 14^th August 2025, 14^th October 2025 and 12^th February 2026.

The necessary quorum was present for all the meetings. The Chairperson of the Audit Committee was present at
the last Annual General Meeting of the Company.

13. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company is constituted in accordance with Section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI (LOdR) Regulations, 2015.

During the Financial Year 2025-26, 1 (One) Meeting of the Nomination & Remuneration Committee was held on 25^th
July, 2025.

The necessary quorum was present for all the meetings.

14. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Section 178 of the
Companies Act, 2013 and Regulation 20 of SEBI (LoDr) Regulations, 2015.

Composition of Stakeholders Relationship Committee and the attendance record of members for 2025-26 are as
under:

During the Financial Year 2025-26, 6(Six) Meetings of the Stakeholders Relationship Committee were held on 30^th
May 2025, 25^th July 2025, 14^th August 2025, 14^th October 2025, 28^th January 2026 and 12^th February, 2026
respectively. The necessary quorum was present for all the meetings.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION
POLICY:

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of
integrity who possess relevant expertise, experience and leadership qualities required for the position. The
Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes,
independence, ageand other criteria as laid down under the Act, Listing Regulations or other applicable laws. The
Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on remuneration
of Directors, Key Managerial Personnel and other Employees.

16. 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, SEBI Listing Regulations and the Guidance note on Board
Evaluation issued by the Securities and Exchange Board of India.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis
of criteria such as the board composition and structure, effectiveness of board process, 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 criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

In a separate Meeting of Independent Directors, performance of the Board as a whole was evaluated, taking into
account the views of all the Directors.

17. 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.

18. 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. DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs as on 31^st March, 2026.

20. VIGIL MECHANISM/ WHISTLE-BLOWER POLICY:

The Company has a Whistle-blower Policy in place and aligns with the requirements of vigil mechanism under the
Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. This Policy provides for adequate safeguards against victimization of persons who complain under the
mechanism and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the
Company oversees the functioning of the Vigil Mechanism framework.

The Whistle Blower Policy is available on the Company''s website at www.prismfinancein.com

21. DISCLOSURES UNDER SECTION 22 OF 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.

22. CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, compliance
relating to Corporate Governance, is not applicablefor the Listed Company having paid up equity share capital not
exceeding Rs. 10 crores and net worth not exceeding Rs. 25 crores on the last day of the previous financial year.

As your Company''s paid-up equity share capital is not exceeding Rs. 10 crores and net worth not exceeding Rs.
25 crores, Regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 are not applicable and
hence do not form a part of this Annual Report. The Company, as and when is required by the exchange, is filing
a Non-Applicability Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the exchange in respect of the same.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report forma part of this Annual Report and is annexed hereto as
Annexure- A.

24. DIRECTOR’S 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, 2026 being end of the Financial Year 2025-26 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.

25. 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.

The remarks of Auditor are self-explanatory and have been explained in Notes on Accounts.

26. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act,
2013 from M/s. Kashyap R. Mehta & Partners, Company Secretaries, Ahmedabad (Firm Registration No.
P2025GJ106000). The said Report is attached with this Report as Annexure - B. The Auditor''s remark regarding
the non-appointment of a Managing Director is self-explanatory and the Board is actively pursuing measures for
filling up the vacancy. Furthermore, the Management has put in place necessary measures to ensure timely
uploading of information on the Company''s website and will endeavour to ensure that such delays do not recur in
future.

Earlier, M/s. Nishant Pandya & Associates, Practising Company Secretaries (Firm Registration No.
S2019GJ700100) who were appointed as Secretarial Auditors of the Company for a period of 5 years i.e. for the
Financial Years 2025-26 to 2029-30 by passing necessary resolution at the 31^st Annual General Meeting held on
30^th September, 2025 resigned from the office w.e.f. FY 2025-26.

Furthermore, consequent to the resignation received from M/s. Nishant Pandya & Associates, Practising Company
Secretaries to act as Secretarial Auditors, the Board of Directors of your Company had appointed M/s. Kashyap
R. Mehta & Partners, Practising Company Secretaries (Firm Registration No. P2025GJ106000), in casual vacancy,
as Secretarial Auditors of the Company for the Financial Year 2025-26 ended on 31^st March, 2026

Furthermore, 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. Kashyap R.
Mehta & Partners, Practising Company Secretaries as Secretarial Auditors of the Company for a period of 5 years
i.e. for the Financial Years 2026-27 to 2030-31 on remuneration to be decided by the Board or Committee thereof.

The Company has obtained consent from M/s. Kashyap R. Mehta & Partners, 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 2026-27 to 2030- 31, if made, will be in accordance with the provisions of Section 204 of the Companies Act,
2013.

The Shareholders are requested to consider and approve the appointment of the Secretarial Auditors of the
Company.

27. 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.

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

There were no material changes and commitments affecting the financial position of the Company which have
occurred between/end of the financial year and the date of this report.

29. 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.

30. 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.

31. 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 Company''s website- www.prismfinancein.com

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

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

33. 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.prismfinancein.com

34. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Actand Rule 12 of the Companies (Management and
Administration) Rules, 2014, the draft Annual Return as on 31^st March, 2026 is available on the Company''s website
www.prismfinancein.com.

35. OTHER DISLOSURES:

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

36. 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.

37. GENERAL:

37.1 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.

37.2 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.

37.3 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.

37.4 FIXED DEPOSITS:

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

37.5 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.

37.6 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.

37.7 DISCLOSURE UNDER CLAUSE 5A OF SCHEDULE III OF SEBI LODR:

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.

37.8 INCOME TAX ASSESSMENT:

The Company''s Income tax Assessment has been completed upto the Assessment Year 2025-26.

38. 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.

39. 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.

40. 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.

41. 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.

42. 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.

43. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

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

44. 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 : 29^th July, 2026 Director Director

DIN: 10709057 DIN: 02636225

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:

/Rc in lakh\

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:

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.

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:

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

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 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.

For and on behalf of the Board,

Place : Ahmedabad Anal R. Desai

Date : 20^th July,2024 Chairperson

DIN : 02636329

Dear Members,

The Directors present the 21ST ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014 15 ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2014-15 2013-14

Profit / (Loss) before (15.71) 31.94 Depreciation

Less: Depreciation 6.69 6.67

Profit/ (Loss) before Taxation (22.40) 25.27

Add/ (Less): Excess (Provision for 0.56 (4.92) Taxation) of earlier years

Profit/ (Loss) after Tax (21.85) 20.35

Balance brought forward from 203.74 183.39 previous year

Balance carried to Balance Sheet 181.89 203.74

There are no material charges and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS:

The Company incurred Loss before Depreciation of Rs. 15.71 lacs during the year under review compared to Profit of Rs.31.94 lacs during 2013-14. After providing for Depreciation and for Tax expense, the Net Loss during the year under review was Rs. 21.85 lacs compared to Net Profit of Rs. 20.35 lacs during 2013-14.

4. DIRECTORS:

4.1. As per the Articles of Association of the Company, at every Annual General Meeting, 1/3rd of the Directors who are liable to retire by rotation will retire and the retiring Directors shall be those who are longest in the Office. As per Section 152 of the Companies Act, 2013, Independent Directors are not to be included in the total number of Directors for the purpose of determining retiring Directors.

As all the Directors of the Company are Independent Directors so that as per Section 152 of the Companies Act, 2013, no director will be liable to retire by rotation.

4.2. The Board of Directors duly met 9 times during the financial year under review.

4.3. The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

4.4. 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 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 31st March, 2015 being end of the Financial Year 2014-15 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.

5. MANAGERIAL REMUNERATION:

5.1 REMUNERATION OF DIRECTORS:

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. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

5.2 MARKET CAPITALISATION:

Sr. Particulars As on 27-10- As on 31-03 No. 2014* -2015

1. No. of Shares 6500300 6500300

2. Market price 15.36 19.90

3. Market Capitalisation 998.45 1293.56 (Rs. In lacs)

4. EPS - -

5. P/E Ratio - -

* As the suspension in trading of Equity Shares of the Company was revoked on 16th October, 2014. The Market Price has been calculated on the basis of very first trading on 27th October, 2014 after the revocation of suspension in trading of Equity Shares.

6. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:

There are no material payments to KMP/ Employees. As no material payments have been made the amount is not comparable with the performance of the Company. There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

7. DISINVESTMENT IN SUBSIDIARY CO. M/S. OPEL SECURITIES PRIVATE LIMITED:

The Board of Directors in their meeting held on 20th March, 2015 decided to dispose off the investment in 11,50,000 Equity Shares of Rs. 10/- each of M/s. Opel Securities Private Limited which was subsidiary Company . As the Company sold the stake in M/s. Opel Securities Private Limited, the Company now does not have any subsidiary Company.

8. 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.

9. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - A.

10. 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. As regards the observation of the Auditors, the Company is in the process of identifying and appointing Managing Director and Company has requested BSE Limited for the inadvertent delay in submitting Financial Results.

11. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - C.

12. REVOCATION OF SUSPENSION OF TRADING:

The Company approached BSE Limited with Final application on 26th July, 2014 for Revocation of Suspension in trading of Equity Shares of the Company. BSE Limited revoked the Suspension in trading of Equity Shares of the Company w.e.f. 16th October, 2014.

13. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange & BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16.

14. 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.

15. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

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

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

Your Company being in the Industry of Investment and Finance, 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.

17. GENERAL:

17.1. AUDITORS:

The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad, will retire at the ensuing 21st Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

17.2 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.

17.3 DEPOSITS:

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

17.4 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 and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

17.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs as on 31st March, 2015.

17.6 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.

17.7 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.

17.8 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.

18. ACKNOWLEDGMENT:

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 Kashyap R. Mehta Anal R. Desai Date : 29th July, 2015 Director Director

Dear Shareholders,

The Directors present the 20TH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS: (Rs.in Lacs) Particulars 2013-14 2012-13

Profit before Depreciation 31.94 13.24

Less: Depreciation 6.67 6.83

Profit before Taxation 25.27 6.41

Less: Provision for Taxation 4.92 -

Add : Deferred Tax (Asset) - -

Profit after Tax 20.35 6.41

Balance brought forward from previous year 183.39 176.97

Balance carried to Balance Sheet 203.74 183.39

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS:

The Company earned Profit before Depreciation of Rs. 31.94 lacs during the year under review compared to Profit of Rs.13.24 lacs during 2012-13. After providing for Depreciation and for Deferred Tax, the Net Profit during the year under review was Rs. 20.35 lacs compared to Net Profit of Rs. 6.41 lacs during 2012-13.

4. DIRECTORS:

4.1. As per the Articles of Association of the Company, at every Annual General Meeting, 1/3rd of the Directors who are liable to retire by rotation will retire and the retiring Directors shall be those who are longest in the Office. As per Section 152 of the Companies Act, 2013, Independent Directors are not to be included in the total number of Directors for the purpose of determining retiring Directors.

As all the Directors of the Company are Independent Directors so that as per Section 152 of the Companies Act, 2013, no director will be liable to retire by rotation.

4.2. Mr. Udayan D. Velvan was appointed as Independent Director w.e.f. 10th February, 2014. Mr. Naresh P. Rawal resigned from the office of the Director w.e.f. 10th February, 2014.

4.3. Mr. Udayan D. Velvan, Mr. Kashyap R. Mehta and Ms. Anal R. Desai, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, 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 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 31st March, 2014 being end of the Financial Year 2013-14 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, 1956 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.

6. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Kashyap R. Mehta Chairman

2. Ms. Anal R. Desai Member

3. Mr. Udayan D. Velvan Member

7. CODE OF CONDUCT:

The Board of Directors has laid down the Code of Conduct pursuant to Clause 49 of Listing Agreement for all Board members and senior management of the Company which is available on the Company''s website.

The Company has also adopted the Code of Conduct as per SEBI (Prohibition of Insider Trading) Regulations, 1992 for relating to internal procedures of the Company for prevention of Insider Trading which is available on the Company''s website.

8. REVOCATION OF SUSPENSION OF TRADING:

The Board of the Directors of the Company in their meeting held on 10th February, 2014 had discussed the matter for making application to BSE Limited for revocation of suspension of trading in the Equity Shares of the Company. The Company had made application to BSE Limited for obtaining In Principle approval of revocation of suspension.

The Company received ''In Principle'' approval for revocation of suspension in trading of Equity Shares from BSE Limited vide their letter no. DCS/COMP/OT/SB/52/2014-15 dated 1st July, 2014. The Company is in the process of making Final Application for Revocation of Suspension in trading of Equity Shares of the Company.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with CDSL. The ISIN No. is INE429201019.

10. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2014-15.

12. GENERAL:

12.1 INSURANCE:

The movable and immovable properties of the Company to the extent required have been adequately insured.

12.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accounts, Ahmedabad will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of the Auditors are self explanatory.

12.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217 (2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.4 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report for the year under review are annexed to this Report and forms part of this Annual Report.

14. SUBSIDIARY COMPANY:

The Audited Statement of Accounts of M/s. Opel Securities Private Limited, together with the reports of the Directors'' and Auditors'' for the year ended on 31st March, 2014, as required under Section 212 of the Companies Act, 1956 is annexed.

15. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

As the Company is engaged in Financial and Investment activities, the particulars of Conservation of Energy, Technology Absorption, Research and Development as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The Company has no Foreign Exchange earning and outgo during the year under review.

16. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation.

Your Directors also place on record their grateful appreciation and co operation received from Bankers and employees of the Company.

For and on behalf of the Board,

Place : Ahmedabad Kashyap R. Mehta Anal R. Desai Date :29th July, 2014 Director Director

The Directors present the SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2011-12 ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Profit before Depreciation 19.64 33.21

Less: Depreciation 6.83 6.83

Profit before Taxation 12.81 26.38

Less: Provision for Taxation 4.80 4.30

Add : Deferred Tax (Asset)

Profit after Tax 8.01 22.08

Balance brought forward from previous year 168.96 146.88

Balance carried to Balance Sheet 176.97 168.96

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS:

The Company earned Profit before Depreciation of Rs. 19.64 lacs during the year under review compared to Profit of Rs. 33.21 lacs during 2010-11. After providing for Depreciation and for Deferred Tax, the Net Profit during the year under review was Rs. 8.01 lacs compared to Net Profit of Rs. 22.08 lacs during 2010-11.

4. DIRECTORS:

One of your Directors viz. Mr. Kashyap R. Mehta retires by rotation in terms of the Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, 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 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 31st March, 2012 being end of the Financial Year 2011-12 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, 1956 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.

6. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company is in the process of making arrangement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

8. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2012-13.

9. GENERAL:

9.1 INSURANCE:

The movable and immovable properties of the Company to the extent required have been adequately insured.

9.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956. The notes and remarks in the Auditors' Report and notes on accounts are self explanatory.

9.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

9.4 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

10. SUBSIDIARY COMPANY:

The Audited Statement of Accounts of M/s. Opel Securities Private Limited, together with the reports of the Directors' and Auditors' for the year ended on 31st March, 2012, as required under Section 212 of the Companies Act, 1956 is annexed.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

As the Company is engaged in Financial and Investment activities, the particulars of Conservation of Energy, Technology Absorption, Research and Development as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The Company has no Foreign Exchange earning and outgo during the year under review.

12. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation.

Your Directors also place on record their grateful appreciation and co-operation received from Bankers and employees of the Company.

For and on behalf of the Board,

Kashyap R. Mehta Anal R. Desai Director Director

Place : Ahmedabad Date : 16th July, 2012

Dear Shareholders,

The Directors present the SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2010-11 ended 31stMarch, 2011.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2010-11 2009-10

Profit before Depreciation 33.21 9.01

Less: Depreciation 6.83 6.82

Profit before Taxation 26.38 2.19

Less: Provision for Taxation 4.30 -

Add : Deferred Tax (Asset) - (5.27)

Profit after Tax 22.08 7.46

Balance brought forward from previous year 146.88 139.42

Balance carried to Balance Sheet 168.96 146.88

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS:

The Company earned Profit before Depreciation of Rs. 33.21 lacs during the year under review compared to Profit of Rs. 9.01 lacs during 2009-10. After providing for Depreciation and for Deferred Tax, the Net Profit during the year under review was Rs. 22.08 lacs compared to Net Profit of Rs. 7.46 lacs during 2009-10.

4. DIRECTORS:

One of your Directors viz. Ms. Anal R. Desai retires by rotation in terms of the Articles of Association of the Company. She, however, being eligible offers herself for reappointment.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, 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 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 31st March, 2011 being end of the Financial Year 2010-11 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, 1956 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.

6. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company is in the process of making arrangement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

8. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2011-12.

9. GENERAL:

9.1 INSURANCE:

The movable and immovable properties of the Company to the extent required have been adequately insured.

9.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956. The notes and remarks in the Auditors’ Report and notes on accounts are self explanatory.

9.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

9.4 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

10. SUBSIDIARY COMPANY:

The Audited Statement of Accounts of M/s. Opel Securities Private Limited, together with the reports of the Directors’ and Auditors’ for the year ended on 31st March, 2011, as required under Section 212 of the Companies Act, 1956 is annexed.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

As the Company is engaged in Financial and Investment activities, the particulars of Conservation of Energy, Technology Absorption, Research and Development as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The Company has no Foreign Exchange earning and outgo during the year under review.

12. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation.

Your Directors also place on record their grateful appreciation and co-operation received from Bankers and employees of the Company.

For and on behalf of the Board,

Kashyap R. Mehta Anal R. Desai Director Director

Place : Ahmedabad Date : 27th July, 2011

The Directors present the SIXTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2009-10 ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2009-10 2006-09

Profit/(Loss) before Depreciation 9.01 (37 95)

Less: Depreciation 6.82 6.84

Profit /(Loss) before Taxation 2.19 (44.79)

Less: Provision for FBT - 0.66

Less: Provision for Taxation

Add / Less Deferred Tax Liability / (Asset) (5.27) 1.53

Profit / (Loss) after Tax 7.46 (46.98)

Balance brought forward from previous year 139.42 166.39

Balance carried to Balance Sheet 146.88 139.42



2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares tor the year under review.

3. OPERATIONS:

The Company earned Profit before Depreciation of Rs. 9.01 lacs during the year under review compared to Loss of Rs. 37,95 lacs during 2008-09 After providing for Depreciation and for Deferred Tax, the Net Profit during the year under review was Rs. 7.46 lacs compared to Net Loss of Rs. 46.98 lacs during 2008-09.

4. DIRECTORS:

One of your Directors viz. Mr. Naresh P. Rawal retires by rotation in terms of the Articles of Association of the Company. He. however, being eligible offers himself for reappointment.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, 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 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 31" March, 2010 being end of the Financial Year 2009-10 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. 1956 tor 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.

G. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company is in the process of making arrangement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

8. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2010-11.

9. GENERAL:

9.1 INSURANCE;

The movable and immovable properties of the Company to the extent required have been adequately insured.

9.2 AUDITORS:

The present Auditors of the Company M/s. Shah S Shah Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B} of the Companies Act, 1956. The notes and remarks in the Auditors Report and notes on accounts are self explanatory.

9.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure o1 information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

9.1 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits! Rules, 1975.

10. SUBSIDIARY COMPANY:

The Audited Statement of Accounts of M/s. Opel Securities Private Limited, together with the reports of the Directors and Auditors for the year ended on 31st March, 2010, as required under Section 212 of the Companies Act, 1956 is annexed.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

As the Company is engaged in Financial and Investment activities, the particulars of Conservation of Energy. Technology Ahsorption, Research and Development as required under the Companies (Disctosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The Company has no Foreign Exchange earning and outgo during the year under review

12. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation.

Your Directors also place on record their grateful appreciation and co-operation received from Bankers and employees of the Company.



For and on behalf of the Board,

Place : Ahmedabad Kashyap R. Mehta Anal R. Desai

Date : 29th May, 2010 Director Director