Your Board of Directors ("the Board") of Prithvi Exchange (India) Limited ("PEIL"/ "Company") is
pleased to present the Thirty First (31^st) Annual Report together with audited accounts for the year
ended March 31, 2026 ("FY 26" or "during the year").

FINANCIAL RESULTS

Key highlights of the financial results of your Company for FY26 are as under:

(^ in Crores)

BUSINESS PERFORMANCE

State of Affairs of the Company/ Business Operations

During the year under review, your Company has generated revenue of Rs. 3,732.64 crores as
compared to Rs 3,526.07 crores in the previous year. The net profit decreased to Rs. 2.72 crores
from Rs. 8.11 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-Operati'ng Segment. The nature of the
Company's activities is such that geographical segments cannot be separately identified.

Subsidiary, Associates and Joint Ventures

As of March 31, 2026, your Company had One (1) Subsidiary and One (1) Associate within the
meaning of the Companies Act, 2013 ("Act") and there has been no material change in the nature
of the business of the subsidiaries or associates.

No Subsidiary is material unlisted subsidiary of the Company pursuant to provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The policy for determining material subsidiary is hosted on the website of the
Company at https://prithvifx.com/investor-relations/

The Report on the performance and financial position of the subsidiary and joint venture is
provided in the Notes to the Consolidated Financial Statements. Pursuant to the provisions of
Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the Financial Statements of the Company's subsidiaries and joint
venture in Form AOC-1, is Annexure A to the Report.

Pursuant to the provisions of Section 136 of the Act, the Standalone Financial Statements of the
Company, Consolidated Financial Statements along with relevant documents and separate audited
financial statements with respect to the subsidiaries and joint venture are available on the website
of the Company at https://prithvifx.com/investor-relations/. The Consolidated Financial

Statements presented by the Company include the financial results of its subsidiary companies and
joint venture.

The details of investments made in various subsidiaries are provided as part of the Financial
Statements for FY 26.

CHANGES IN CAPITAL STRUCTURE

There is no change in Authorized Share Capital of the Company during the year under review.

The equity paid-up share capital with a the Company as on March 31, 2026, was ^8,24,96,500,
comprising of 82,49,650 equity shares of face value of ^10 each.

DIVIDEND DISTRIBUTION POLICY

Your Company has formulated a Dividend Distribution Policy, with an objective to provide the
dividend distribution framework to the stakeholders of the Company. The policy sets out various
internal and external factors, which shall be considered by the Board in determining the dividend
pay-out. The policy is available on the website of the Company at https://prithvifx.com/investor-
relations/

DIVIDEND

The Board declared Interim dividend, on January 31, 2026, of Rs. 1.5/- each per share (15%) on
paid up equity share capital having face value of Rs. 10 each.

Further the Directors recommended a final dividend of Re. 0.50 (50 paise) per equity share (5%)
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.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the year under review, Company has transferred ^ 1,01,933 as unpaid/unclaimed dividend
to IEPF Account.

Further 8326 equity shares of ^10 each corresponding to equity shares on which dividends were
unclaimed for seven (7) consecutive years were also transferred.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the reserves for FY26.

PUBLIC DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the
Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31,
2026.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year of the Company to which the
financial statements related to and date of this Report.

CORPORATE GOVERNANCE

Your Company is committed to transparency in all its dealings and places high emphasis on
business ethics. Corporate governance of the Company guides the conduct of affairs of the
Company and clearly delineates the roles, responsibilities, and authorities at each level of its
governance structure and key functionaries involved in the governance.

A detailed Report on Corporate Governance along with a Certificate from a Company Secretary in
Practice regarding compliance with the conditions of Corporate Governance as stipulated under
Schedule V of the SEBI Listing Regulations is included as a separate section and forms part of this
Annual Report.

The Managing Director and Chief Financial Officer certification of the financial statements for FY26,
and the declaration by the Managing Director regarding compliance to Code of Conduct pursuant
to SEBI Listing Regulations are annexed to Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

Mr. Mahavir Chand, Non-Executive Chairman, retired by rotation at the 31^st Annual General
Meeting ("AGM") and being eligible, offered themselves for re-appointment. The resolutions
seeking approval of the members for their re-appointment has been incorporated in the Notice
convening the AGM of the Company along with brief details about them.

Key Managerial Personnel ("KMP")

The Key Managerial Personnel of the Company for the purpose of the Act are:

* Ms. Nithyasree P G had resigned from the position of Company Secretary with effect from September 13, 2025

# Ms. Shuba Lakshmanan was appointed as Company Secretary with effect from January 02, 2026 and resigned as

Company Secretary with effect from April 02, 2026

There are no changes in the composition of KMP for FY26 other than the change in Company

Secretary of the Company as detailed above.

The remuneration and other details of these KMP for FY26 are provided in the Annual Return which

is available on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge

and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2026, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

b) for the financial year ended March 31, 2026, such accounting policies as mentioned in the
notes to the financial statements have been applied consistently and judgments and estimates
that are reasonable and prudent have been made so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit of the Company for
the financial year ended March 31, 2026;

c) that proper and enough care has been taken 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 annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were followed by the Company and that such internal
financial controls are adequate and were operating effectively;

f) that proper systems have been devised to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating effectively.

BOARD/COMMITTEES

During FY26, Five (5) board meetings were held. The details of composition of the Board and its
Committees, terms of reference of the Committees and the details of meetings held during the
year are furnished in the Corporate Governance Report, which forms part of the Annual Report.

INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under the Section 149(6) of the
Act and Regulation 16(1)(b) of SEBI Listing Regulations.

Senior management personnel of the Company interact with directors from time to time
to enable them to understand the Company's strategy, business model,

operations, markets, organization structure, finance, human resources, technology and such other
areas. The Company has also disclosed the Director's familiarization programme on its website
at https://prithvifx.com/investor-relations/

In the opinion of the Board, the independent directors are persons of high integrity and repute and
possess the requisite proficiency, expertise and experience and fulfil all the conditions specified in
the Act and Rules made thereunder and are independent of the management.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ("MD&A")

The MD&A Report for FY26, as stipulated under Regulation 34 of the SEBI Listing Regulations, is
annexed separately and forms part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEMES

The Company's employees stock option schemes are detailed below:

A. Prithvi Exchange Employee Stock Option Scheme - 2025

The Company had not granted any options to any of the eligible employees of the Company.

In terms of Regulation 14 of SBEBSE Regulations, the disclosures with respect to ESOP 25 has been
provided on the website of the Company at https://prithvifx.com/investor-relations/

AUDITORS
Statutory Auditors

The Shareholders of the Company at their meeting held on August 19, 2022, had re-appointed M/s.
Chandarana & Sanklecha, as the Statutory Auditors of the Company for a first term of five (5) from
the conclusion of 27^th AGM till the conclusion of 32^nd AGM, based on recommendations of the
Audit Committee and Board. Your Company has obtained the necessary certificate from the

Statutory Auditors confirming their eligibility to continue as Statutory Auditors of the Company for
FY26.

The Auditors' Report does not contain any qualification, disclaimer or adverse remarks.

No fraud has been reported by the Statutory Auditors for the financial year ended March 31, 2026.
Secretarial Auditor

The Shareholders at their meeting held on September 09, 2025 had appointed Mr. Esaki V
(Membership No.: FCS 30353 and Certificate of Practice No: 11022), a Peer reviewed Practicing
Company Secretary as the Secretarial Auditor of the Company for a term of five (5) consecutive
years commencing from the conclusion of 30^th AGM till the conclusion of 35^th AGM. Your Company
has obtained the necessary certificate from the Secretarial Auditors confirming their eligibility to
continue as Secretarial Auditors of the Company for FY26.

The Secretarial Audit Report for the financial year ended March 31, 2026, in Form No. MR-3 is
attached as Annexure B to Director's Report. The Secretarial Audit report does not contain any
qualification, reservation or adverse remarks.

Internal Auditor

During the year, M/s. N Gopalan & Associates was appointed as Internal Auditors of the Company
for FY26 to conduct the internal audit of the Company.

Cost Records and Cost Audit

Maintenance of Cost Records and requirement of Cost Audit as prescribed under Section 148(1) of
the Act are not applicable for the business activities carried out by the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014 the Annual Return of the Company as on March 31,
2026 is available on the Company's website at https://prithvifx.com/investor-relations/

REMUNERATION POLICY

The Board, based on the recommendation of the Nomination and Remuneration Committee, has
laid down a policy on appointment and remuneration of Directors, KMP and Senior Management
Personnel.

The Company's policy on appointment of Directors, remuneration and other matters provided in
Section 178(3) of the Act is available at the website at https://prithvifx.com/investor-relations/

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to the remuneration and other details as required under Section 197 (12) of
the Act and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is given in Annexure C and forms part of this Report. Details of employee remuneration as
required under the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on
the website of the Company and can be accessed at the weblink https://prithvifx.com/investor-
relations/

EVALUATION OF BOARD / BOARD COMMITTEES

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well as evaluation of
the working of its committees.

LOANS/ GUARANTEES / INVESTMENTS

The particulars of loans, guarantees and investments under Section 186 of the Act, read with the
Companies (Meetings of Board and its Powers) Rules, 2014, for FY26 form part of the Notes to the
Financial Statements.

RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party transactions as approved by the Board and the
same is available on the website of the Company at https://prithvifx.com/investor-relations/

All contracts, arrangements, transactions entered by the Company during the financial year with
related parties were in ordinary course of business and on an arm's length basis and are in
compliance to applicable provisions of the Act/ SEBI Listing Regulations. Hence, the disclosure of
related party transactions in Form AOC-2 is not applicable.

Details of related party transactions entered into by your Company have been disclosed in Notes to
Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Pursuant to Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, your Company has adopted a Policy on CSR which is placed on the website of the
Company at https://prithvifx.com/investor-relations/

The Annual Report on CSR activities for the financial year ended March 31, 2026, is attached as
Annexure D to Director's Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of affairs of its constituents in a fair and transparent manner
by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant
to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 4 of the SEBI Listing Regulations, and in
accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider
Trading) (Amendment) Regulations, 2018, your Company has established a Vigil Mechanism and
has a Whistle Blower Policy. The Policy is hosted on the website of the Company at
https://prithvifx.com/investor-relations/

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no orders passed by the Regulators or Courts or Tribunals which would impact the going
concern status and future operations of the Company.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During FY26, your Company has neither made any application nor has any proceedings pending
under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement
with any Bank or financial institutions.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has well-defined internal control system commensurate with size, scale and
complexity of operation to support the business operations and to ensure statutory compliance.
The internal audit is carried out by a professional firm whose function is defined through internal
audit charter, which includes inter alia transaction audit, systems audit and process audit. In order
to maintain their independence and objectivity, the internal audit function directly reports to the
Audit Committee. The Company's internal financial controls were also assessed and examined by
the Statutory Auditors, who have provided an unmodified opinion regarding their adequacy and
operating effectiveness as of March 31, 2026. The detailed annual audit plan is rolled out and the
same was approved by the Audit Committee. Suitable internal checks have been built in to cover all
monetary transactions with proper delineation of authority, which provides for checks and
balances at every stage. Your Company has an Audit Committee of Directors to review financial
statements to shareholders. The role and terms of reference of the Audit Committee cover the
areas mentioned under the SEBI Listing Regulations and Section 177 of the Act, details of which are
are provided in the section titled Report on Corporate Governance, which forms part of this Annual
Report.

RISK MANAGEMENT

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

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGOForeign Exchange earnings and outgo

The details of Foreign Exchange earnings and expenditure during the year are given below:

ft in lakhs)

Foreign exchange earnings: Nil
Foreign exchange outgo: 1.63

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH Act,")

Your Company has in place a policy for Prevention of Sexual Harassment in line with the
requirements of POSH Act. The Company has complied with the provisions relating to the
constitution of Internal Complaints Committees (ICC) under POSH Act. ICC has been set up to
redress complaints received regarding sexual harassment. During the year under review, your
Company has not received any complaints pertaining to sexual harassment.

MATERNITY BENEFIT ACT 1961

Your company is in compliance with the provisions of the Maternity Benefit Act, 1961.
ACKNOWLEDGMENT

The Board take this opportunity to gratefully acknowledge the co-operation and support received
from the shareholders, suppliers, vendors, customers, bankers, business partners / associates,
channel partners, bankers, financial institutions, Regulatory / Government authorities to the
Company. The Board record their appreciation for the contributions made by employees of the
Company, its subsidiaries and associates, for their hard work and commitment towards the success
of your Company. Their dedication and competence have ensured that your Company continues to
be a significant and leading player in the industry.

For and on behalf of the Board
For Prithvi Exchange (India) Limited

sd/-

Mahavir Chand
DIN:00671041

^Date: May 23, 2026 Chairman

Registered Office:

Gee Gee Universal, 2nd floor, Door No. 2,

Mc. Niichols Road, Chetpet, Chennai - 600031
Website: www.prithvifx.com
E-mail: secy@prithvifx.com
Tel: 044- 43434261