We have pleasure in presenting the 30^th Annual Report and Audited Financial Statements of
Accounts of your Company for the year ended as on 3 l^sl March, 2025.

FINANCIAL RESULTS AND STATE OF COMPANY’S AFFAIRS

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

STATE OF COMPANY’S AFFAIRS

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

The Company is engaged only in the business of foreign exchange and therefore, there is no
segment reporting under Indian Accounting Standards 108-Operating Segment. The nature of
the Company’s activities is such that geographical segments cannot be separately identified.

SHARE CAPITAL:

During the period under review, there was no change in the capital structure of the Company.
Accordingly, as at March 31,2025, the Capital structure stand as follows:

The Authorised Share Capital of the Company is Rs. 10,00,00,000 divided into 1,00,00,000
equity shares of Rs. 10/- each, and the Paid up Equity Share Capital is Rs. 8,24,96,500/-
comprising of 82,49,650 Equity shares of Rs. 10/- each. During the year, the company has not
issued any equity share and shares with differential voting rights nor granted stock options/
sweat equity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THE REPORT

There was no material change or commitment, affecting the financial position of the Company
between the end of the financial year of the Company and the date of the report other than
those disclosed in the financial statements.

DIVIDEND

The Board declared Interim dividend, on 14^th February, 2025, of Rs. 1 each per share (10%)
on paid up equity share capital having face value of Rs. 10 each.

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

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

INVESTOR EDUCATION AND PROTECTION FUND

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

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by
sending a written request to the Company at investor.relations@prithvifx.com or to the
Company’s Registrar and Transfer Agent Integrated Registry Management Services Private
Limited at einward@integratedindia.in or at their address at Integrated Registry Management
Services Private Limited, 2nd Floor, "Renees Towers" No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai - 600 017. Members can find the details of Nodal Officer
appointed by the Company under the provisions of the TEPF and the details of unclaimed
dividend and shares at https://prithvifx.com/investor-relation/ .

As per the provisions of 1EPF Authority (Accounting, inspection. Transfer and Refund) Rules,
2016 (as amended), the shareholder may lodge the claim to the IEPF Authority for such
dividends and shares by submitting an online application in Form IEPF- 5 available on the
website www.iepf.gov.in.

TRANSFER TO GENERAL RESERVE

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

DEPOSIT

The company has not accepted any deposits during the year.

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

CHANGES IN THE NATURE OF BUSINESS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

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

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

INVESTOR EDUCATION AND PROTECTION FUND

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

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by
sending a written request to the Company at investor.relations@prithvifx.com or to the
Company’s Registrar and Transfer Agent Integrated Registry Management Services Private
Limited at einwardfaiintegratedindia.in or at their address at Integrated Registry Management
Services Private Limited, 2nd Floor, "Kences Towers" No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai - 600 017. Members can find the details of Nodal Officer
appointed by the Company under the provisions of the IEPF and the details of unclaimed
dividend and shares at https://prithvifx.com/investor-relation/ .

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

TRANSFER TO GENERAL RESERVE

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

DEPOSIT

The company has not accepted any deposits during the year.

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

CHANGES IN THE NATURE OF BUSINESS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment:

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

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

Resignation:

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

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

Re-Appointment:

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

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations stating that they
meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation
16(l)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015 (‘the Listing Regulations’). In the opinion of the Board, they
fulfil the conditions of independence as specified in the Act and the Listing Regulations and
are independent of the management.

MANAGEMENT’S DISCUSSION AND ANALYSIS

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

All the Directors of the Company duly meet the Fit and Proper Criteria of Director as per the
requirements of Guidelines on Corporate Governance issued by the Reserve Bank of India
and has given their declaration in this regard.

MEETINGS OF THE BOARD OF DIRECTORS

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

BOARD COMMITTEES

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

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

RECOMMENDATIONS OF AUDIT COMMITTEE

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

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of unethical
behavior, actual or suspected fraud or violation of Company’s Code of Conduct. Further the
mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe guards against victimization of Whistle
Blower who avails of such mechanism and also provides for direct access to the Chairman of
the Audit Committee, in exceptional eases. The functioning of vigil mechanism is reviewed
by the Audit Committee from time to time. None of the Whistle blowers has been denied
access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is
available on the website of the Company http://prithvifx.com

NOMINATION AND REMUNERATION COMMITTEE AND POLICY:

The Board on the recommendation of the Nomination & Remuneration Committee framed a
policy on Directors’ appointment and remuneration including criteria for determining
qualification, positive attributes, independence of a Director and other matters provided under
sub-section (3) of Section 178. The said Policy is available on the website of the Company -
http://prithvifx.com/

CORPORATE GOVERNANCE REPORT:

Your Company is in compliance with all the applicable provisions of Corporate Governance
as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate
Governance as required under the Listing Regulations is provided in a separate section and
forms part of the Annual Report as Annexure F.

STATUTORY AUDITORS

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

There are no qualifications or reservations or remarks made by the auditors in their report.
CONSOLIDATED ACCOUNTS

The consolidated financial statement of the Company is prepared in accordance with the
provisions of Section 129 of Companies Act, 2013 read with Companies (Accounts) Rules,
2014 and Regulation 33 of SEBI Listing Regulations, 2015. The audited consolidated
financial statements together with Auditor's report forms part of the Annual report.

CASH FLOW STATEMENT

In conformity with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations, 2015’),
the cash flow statement for the year ended 31^st March, 2025 is attached as part of the Financial
Statements of the Company.

SECRETARIAL AUDITORS

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

The report on the Secretarial Audit carried out for the year 2024-2025 is annexed here with as
⁴ Annexure-G’ The Secretarial Audit Report is self-explanatory.

There are no qualifications or reservations or remarks made by the Secretarial Auditors in
their report.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

None of the Directors of the Company are disqualified from being appointed as Director in
terms of Section 164 of the Act and they have given their declaration to this effect. The
Company has obtained a certificate from Practicing Company Secretary which is enclosed
with the report as Annexure H.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards SS-1 on meetings of
Board of Directors and SS-2 on General Meeting, to the extent possible, issued by the Institute
of Company Secretaries of India as (ICSI) per Section 118(10) of the Companies Act. 2013.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions
of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities
carried out by the Company.

INTERNAL AUDITOR

The Board had appointed M/s N Gopalan & Associates, Chartered Accountants, as the Internal
Auditors to undertake internal audit of the Company in terms of the provisions of Section 138
of the Companies Act, 2013 and rules made thereunder.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013, the
Directors, to the best of their knowledge and belief and according to the information and
explanations obtained by them, confirm that they had:

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

(b) The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the year and of the profit and loss
of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

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

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

RISK MANAGEMENT

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

EXTRACT OF ANNUAL RETURN

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

SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has always believed in providing a safe and harassment free workplace for
every individual working in the Company. The Company has complied with the applicable
provisions of the POSH Act, and the rules framed thereunder, including constitution of the

Internal Complaints Committee. The Company has in place a policy for prevention,
prohibition and redressal of sexual harassment at workplace in line with the requirements of
the POSH Act and the same is available on the Company’s website at: https://prithvifx.com/
During the financial year, the Company has not received any compliant.

REPORTING OF FRAUD BY AUDITORS

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

OTHER DISCLOSURES

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

b) The Company has established a formal vigil mechanism named “Prithvi Whistle Blower
Policy” for reporting improper or unethical practices or actions which are volatile of the code
of conduct of the Company. There was no instance reported during the year under review
through this.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
EXPENDITURE

The details of conservation of energy, technology absorption, foreign exchange earnings and
outgo are as follows:

A. Conservation of energy: N.A.

B. Technology absorption: N.A.

C. Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows.

Earnings and outflow on account of foreign exchange are as under and also have been
disclosed in the notes to the accounts.

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

There are no significant and material orders passed by the regulators or courts or tribunals
which would impact the going concern status of the Company.

INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in
the country and worldwide. The information technology adopted by the company serves as
an important tool of internal control as well as providing the benefits of modern technology
to its esteemed customers. All the branches of the company are integrated and data is

centralized at the head office level. Company is taking utmost precautions for the security of
data and having a dedicated team for this. During the financial year 2024- 2025 there was no
instance of cyber security breach happened in the company.

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

Not applicable.

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

Not applicable.

ACKNOWLEDGMENT AND APPRECIATION

The directors wish to place on record their appreciation for the committed service of all
employees at all levels. The directors take this opportunity to thank the shareholders,
financial institutions, vendors, banks, customers, Suppliers and Regulatory & Governmental
Authorities for their continued support to the Company. The directors also wish to thank all
the employees for their contribution, support and continued commitment throughout the
year.

For and on behalf of the Board

Sd/- Sd/-

Mahavir Cliand Pavan Kumar Kavad

Chairman Managing Director

DIN: 00671041 DIN: 07095542

Place: Chennai
Date: 24.05.2025