The Board of Directors are pleased to present the Company Annual Report and the Company’s audited financial
statements for the financial year ended 31st March, 2024.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March, 2024 are as follow:

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY’S AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs. 1539.29 in Lakhs
(previous year Rs. 1706.50/-in Lakhs)

The profit after tax (including other comprehensive income) is at Rs. 116.38 in Lakhs (previous year in Lakhs.
Rs. 58.29/-)

4. DIVIDEND

Your Directors do not recommend any divided for the financial year ended 31st March 2024.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial
Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of
the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and
outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished as Annexure A to Director’s Report.

9. INTERNAL CONTROL SYSTEM

The Company’s internal controls system has been established on values of integrity and operational excellence
and it supports the vision of the Company “To be the most sustainable and competitive Company in our
industry”. The Company’s internal control systems are commensurate with the nature of its business and the size
and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal
Auditors and their significant audit observations and follow up actions thereon are reported to the Audit
Committee.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013

During the year under review, your Company has not made any investment, given any loan or guarantee falling
within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made
by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Company’s financial statements
(note 40) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is
obtained for the transactions which are foreseen and repetitive in nature.

12. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted
a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are
covered under the said policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which
redresses complaints received on sexual harassment. During the financial year under review, the Company has
not received any complaints of sexual harassment from any of the women employees of the Company.

13. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return
Financial Year 2023-24. www.prabhusteel.in/investors

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 7 times on 23/05/2023, 04/08/2023, 01/09/2023, 03/11/2023,
10/01/2024, 06/02/2024 and 12/02/2024.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby
confirms:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed and
there has been no material departure.

• That the selected accounting policies were applied consistently and the Directors 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
as on 31st March, 2024, and that of the profit of the Company for the year ended on that date.

• That proper and sufficient care has been taken for the 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.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

• The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

16. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

17. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of
provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any,
forms part of the Report.

The policy is available on the Company’s website. www.Prabhusteel.in.com.

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year the following changes have taken place in the Board of Directors of the Company:

• Mr. Pramod Dnyaneshwar Kale and Ms. Sonali Pramod Paithankar, were reappointed as Independent Director
of the Company, pursuant to section 149 (10) of the Companies Act, 2013.

• Ms. Monika Jain, was appointed as the Company Secretary of the Company with effect from 23/05/2023.

• Mr. Dinesh Gangaram Agrawal and Mr. Harish Agrawal term was liable to retire by rotation and the same was
approved by the members in the Annual general Meeting held on 23^rd September 2023.

19. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, there are currently 3 Committees of the Board, as follows:

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies
Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Audit Committee as on the date of the report comprises of 2 Non-Executive Independent Directors &
1 Executive Director.

Following are the members of the Committee

Sonali Pramod Paithankar : Non- Executive And Independent Director

Pramod Dnyaneshwar Kale : Non- Executive And Independent Director

Dinesh Gangaram Agrawal : Executive Director, Member

During the year there were in total 4 Audit committee meetings held on 23/05/2023, 04/08/2023, 03/11/2023 and
06/02/2024.

The Chairperson of Audit Committee was present in previous AGM held on 23/09/2023 to answer shareholder’s
queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the board for
approval;

5 Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

7 Approval or any subsequent modification of transactions of the listed entity with related parties.

8 Evaluation of internal financial controls and risk management systems.

9 Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal
control systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

15 Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate.

16 Carrying out any other function as is mentioned in the terms of reference of the audit committee
Nomination And Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of
Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Committee comprises of 3 Non-Executive Directors.

The Nomination and Remuneration Committee met twice in the Financial Year 2023-2024 on 23/05/2023 and
10/01/2024.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting
of the Company held on 23/09/2023.

The composition of the Committee and the details of meetings held and attended by the Directors are as under:
Pramod Dnyaneshwar Kale : Independent Director

Sonali Pramod Paithankar : Independent Director

Rajesh Parshuram Singh : Independent Director

Role of nomination and remuneration committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial
personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down and recommend to the board of directors their appointment and
removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.

The policy on directors’ appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters is available on company's website.

Remuneration of Directors

The remuneration of the Whole- Time Director is recommended by the Remuneration Committee and then
approved by the Board of Directors and subsequently by the shareholders in general meeting within the limits
prescribed in Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and
no Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinion and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committee’s.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies
Act, 2013 is available at the website of the Company: www.prabhusteel.in

Further, criteria of making payments to non-executive directors, the details of remuneration paid to all the
Directors and the other disclosures required to be made under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 have been published below:

Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 2 Non¬
Executive Independent Directors, 1 Executive Director.

The committee looks into the shareholders and investors grievances that are not settled at the level of
Compliance Officer and helps to expedite the share transfers and related matters. The Committee periodically
reviews the status of stakeholders’ grievances and redressal of the same.

The Committee met on 17/04/2023, 20/07/2023, 16/10/2023 and 12/01/2024.

The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last
Annual General Meeting of the Company held on 29^th September, 2023.

The composition of the Committee during FY 2023-24 and the details of meetings held and attended by the
Directors are as under:

Following are the members of the Committee
Pramod Dnyaneshwar Kale : Independent Director

Sonali Pramod Paithankar : Independent Director

Harish Agrawal : Executive Director

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate
certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the
shareholders of the Company.

20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment
and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and
sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors
appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as
Director.

21. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as
stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

22. STATUTORY AUDITORS

M/s. Manish N Jain & Co. Chartered Accountant were appointed by the members in the Extra Ordinary General
Meeting held on 17 day of May, 2022 for a term of five years.

23. INTERNAL AUDITORS

M/s Haziyani & Associates were appointed as internal auditors by the Board for the financial year 2023-24 and
who have issued their reports on quarterly basis.

24. SECRETARIAL AUDITORS

The Company has appointed M/s Jaymin Modi & Co. Company Secretaries, as Secretarial Auditors of the
Company to carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue Secretarial Audit
Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 2023-24 is annexed herewith and forms part of this report as Annexure
D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.

25. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company.
Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013
was not applicable for the business activities carried out by the Company for the FY 2023-24. Accordingly, such
accounts and records are not made and maintained by the Company for the said period.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS

The report of the Statutory Auditor, Secretarial Auditor and Internal Auditor does not have any qualifications,
reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in
their reports.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34
(3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is annexed to this Annual Report as Annexure E.

28. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.

29. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the
employees and other Directors. The Company has also provided adequate safeguards against victimisation of
employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the Company: www.prabhusteel.in.

30. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported
any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under
section 143(12) of the Act, details of which needs to be mentioned in this Report.

31. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance
evaluation of the Board and its Committees were carried out during the year under review.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred during
the financial year.

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE.

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and company’s operations in future.

34. CORPORATE GOVERNANCE

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility
and accountability thereby upholding the important dictum that an organization’s corporate governance
philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and
responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in
creation of value for all its stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of
Corporate Governance Report is not applicable to the company.

35. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not
furnished, as the same are not applicable. No proceedings against the Company are initiated or pending under the
Insolvency and Bankruptcy Code, 2016. 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 thereof.

36. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by
the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates
formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are
updated based on the need and compliance as per the applicable laws and rules and as amended from time to
time. The policies are available on the website of the Company.

37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised
Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

38. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary
determinants of value to the shareholder. The organisational vision is founded on the principles of good
governance and delivering leading-edge products backed with dependable after sales services. Following the
vision your Company is committed to creating and maximising long-term value for shareholders.

39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provision of Corporate Social Responsibility is not applicable to our company.

40. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co¬
operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

By order of the Board

For Prabhu Steel Industries Limited

Sd/- Sd/-

Dinesh Gangaram Agrawal Harish Agrawal

Managing Director Director

DIN- 00291086 DIN-00291083