We have pleasure in presenting the 29th Annual Report and Audited Financial Statements of Accounts of the Company for rhe year ended as on 31 si March. 2024.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

In view of the massive outbreak of the COVLD-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08,2020, Circular No. 17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05. 2020, and further latest circular issued by MCA . Circular no. 02/2021 dated 13 January 2021. Circular no. 02/2022 dated 5th May 2022 and Circular no. 10/2022 dated 28th September. 2022 all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required and annual general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OA VM). I lence. Members can attend and participate in the ensuing AGM through VC/OAVM. Accordingly, the Financial Statements (including Directors’ Report. Secretarial Audit Report, Corporate Governance Report, Management Discussion & Analysis. Auditors’ Report and other documents to be attached therewith) for this year as well arc being sent through electronic mode to those members whose email addresses are registered with the Company’s Registrar and Share Transfer Agent viz.. Integrated Registry Management Services Private Limited, and whose names appear in the Register of Members as on Monday 21 St Augu$L2023. The Company has also made arrangements for those members who have not yet registered their email address to get these registered by following the procedure prescribed in die notice of AGM.

FIN ANICIAL RESULTS AND STATE OF COMPANY'S AFFAIRS

The Financial results for the year ended 31 st March. 2024 are as under:

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STATE OF COMPANY’S AFFAIRS

During the year under review. The Company has achieved income of Rs. 3,05.279.01 lakh as compared io Rs 1.51.940.50 lakh in the previous year. The Net profiiincreased to Rs.465.841.akhs as compared to the last year profit of Rs.5.35 Lakhs.

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

SHAKE CAPITAL:

During the period under review, there was no change in the capital srructure of the Company. Accordingly, as at March 31.2024. the Capital structure stands 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 (he Paid up Equity Share Capital as on March 31. 2023 was Rs. 8,24,96.500/- comprising of 82,49,650 Equity shares of Rs. 10/- each.

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

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

DIVIDEND

The Board recommended Interim dividend, on20th March,2024, of Rs. 2 each i>er share(20%) on paid up equity share capital having face value of Rs. 10 each.

Further the Directors recommended a final dividend of Re. 0.50 per equity share (5%) having a face value of Rs. 10 each.

The dividend payout is subject to approval of members ai the ensuing Annual General Meeting, The dividend (if approved by members) will be paid to members whose names appear in the Register of Members at the close of working hours of the Company on 13 th August 2024 to the extent eligible.

TRANSFER OF UNCI. AIMED DIVIDEND A MOUNT/ SIT ARES TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the Companies Act. 2013 any unclaimed or unpaid Dividend relating to the financial year 2016-17, will be transferred to the Investor Education and Protection Fund established by the Central Government, after the conclusion of this Annual General Meeting.

TRANSFER TO GENERAL RESERVE

An amountof Rs. 1,305 lakhs is proposed to be transferred to Reserves & surplus account.

DEPOSIT

The company has not accepted any deposits during t he 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.

(ROC) the requisite forms of outstanding receipt of money/loan by the Company, which is not considered as deposits.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

During the year, the company has not given any guarantee or made any Investments as per the provisions of Section I 8b of the Companies Act. 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-Appointment:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company. Mr. Suresh Kumar, Director is liable to retire by rotation at the ensuing Annual General Meeting (**AGM^V) and being eligible offers himself for rc-appointnienl. Your directors recommended the re-appointment of Mr. Suresh Kumar.

Appointment:

During the year Mrs. N. Somalatha has been appointed as Company Secretary and Compliance officer of the Company w.e.f 20'^fa May. 2023

During the year Mr. Naresh Kumar Khivraj. has been appointed as an Additional Director (Designated a.s Non-Executivc Independent Director) of the company w.e.f 07^!h November 2023 and regularized through postal ballot dated 31* January 2024.

During the year Mr. Rajesh Gurdas Wadhwa and Dr. Amarendra Salioo has been appointed as an Additional Directors (Designated as Non-Executive Independent Directors) of the company w.e.f 23^xd December, 2023 and regularized through postal ballot dated 31^M January, 2024.

After the end of the financial year. Ms. Nithyasree P. G. has been appointed as the Company Secretary and Compliance Officer w.e.f 09^!h July, 2024.

Change in Categorisation

Mr. Mahovir Chand is le-designated as Non- Executive w.e.f I8ⁿ May, 2024 subject to the approval of the shareholders in the Annual General Meeting.

Resignation

Ms. Soinalatha Company Secretary and Compliance officer has resigned from the Company w.e.f 28.0h.2024

None of the Directors of the Company are disqualified from being appointed a? 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 Anuexure F.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of tire Company have given their declarations staling that they meet the criteria of independence as laid down under Section ! 49(6) of the Act and Regulation 16(1 Kb) 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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^?* March, 2024. your Company has M.'s. Prithvi Global FX Private Limited as the associate Company and M s. Octagon Insurance Broking Private Limited as the subsidiary Company.

There has been no material change in the nature of business of the associate or subsidiary company during the financial year

The statement containing the salienr feature of the financial statement of the company’s subsidiary or associate company under section 129(3) is enclosed as Annexurc B in Form

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BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has earned out an evaluation of its own performance, the functioning of various committees and the Directors each. The

Directors held separate discussions with each of the Directors of the C ompany and obtained their feedback on overall board effectiveness as well as each of the other Directors

FIT AND PROPER CRITERIA

On the basis of declararion received from the Directors of the Company as on March 31.2024 and taken on record by the Board of Directors, none of the Director was disqualified as on March 31.2024 from being appointed as a Director in terms of Section 104 (2) of the Act.

AJJ 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 2023-2024. the Company held six (6) 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 3rc provided in corporate governance report.

RECOMMENDATIONS OF AUDIT COMMITTEE

All the recommendations of the Audit Committee were accepted by the Board during the year 2023-2024.

VIGIL MECHANISM

The Company lias 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 cases. 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 die Board. The Whistle Blower Policy of the Company is available on the website of the Company http://pritlnifx.eom/.

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 htip:/'pnthvifx.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 T.

STATUTORY AUDITORS

NT's Chandarana & Sanklecha., (Finn Registration No. 000557S) Chartered Accountants are appointed as 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 i$ prepared in accordance with the provisions of Section 129 of Companies Act. 2013 read with Companies (Accounts) Rules, 2014 and Regulation 33 of 3HBI 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 SliBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations. 2015^s). the cash How statement for the year ended 31^B March. 2024 is attached as part of the Financial Statements of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act. 2013 and Lire Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. the Company has appointed M s V. Esaki & Associates, a firm of Company Secretaries to undertake the Secretarial Audit of the Company. The report on die Secretarial Audit carried out for the year 2023-2024 is annexed here with as Annexiire-G’ The Secretarial Audit Report is self-explanatory.

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

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.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company lias formulated a Policy on Related Party Transactions 3nd the same can be accessed on the Company’s website at http://prithvifx.com.'. All related party transactions that were entered into during the financial year were in the ordinary course of the business. There were no significant related party transactions made by the company with related parties which might have potential conflict with the interest of the company at large.

All transactions/ contracts.' arrangements entered by the company with the related party(ics)as defined under the provisions of section 2(76} of the Companies Act.2013. during the financial year under review were io ordinary course of business on arm’s length basis AOC 2 is enclosed as Anncxurc C

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 ore reasonable and prudent so as to give o 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) Hie 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:

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

RISK MANAGEMENT

[n the opinion of the board there is no risk that may threaten the existence of the Company, except the ongoing SOciui and economic disruption caused by the pandemic_v 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.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on ( SR activities during the year under review are set out in Annexure-H of this 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 2023-2024 is uploaded on the website of the Company and the same is available on htTp://prnlivifx.coro.

REMUNERATION OF DIRECTORS AND EMPLOYEES

Remuneration of Directors and Employees as per section 197 Read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Anncxurc- E\

Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is not applicable to our Company.

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 m line with the requirements of the POSH Act and the same is available on the Company's website at: hUps:/7prithvilx.com'im^?estt»r-rclalioii/. During the financial year, trie Company has not received any compliant.

The company is in process of appointing an External Member in the POSH Committee REPORTING OF FKA11) 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.

OTTTER DISCLOSURES

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

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.

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

There arc no significant 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 worldw ide. 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 2023- 2024 there was no instance of cyber security breach happened in the company.

DISCLOSURE ABOUT THE APPLICATION AS MADE OR ANY PROCEEDING IS PENDING UNDER TI1E 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 lor 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/-

KN Dccnadityalnn Pavan Kumar Kavad

Chairman Managing Director

DIN: 02910246 DIN: 07095542

Place: Chennai Date: 13.08.2024