Your Directors have pleasure in submitting their 3 ^rd Annual Report of the Company
together with the Audited Statements of Accounts for the year ended 31^st March,
2025.

1. FINANCIAL RESULTS

The Company's financial performances for the year under review are given hereunder:

2. SHARE CAPITAL:

As on 31 March, 2025, The Authorized Capital of the Company is Rs.6,50,00,000
(Rupees Six Crore Fifty Lakh) consisting of 65,00,000 (Sixty Five Lakh) equity shares of
Rs.10 each and the Issue and Paid up Capital of the Company is Rs. 5,32,35,000
(Rupees Five Crore Thirty Two Lakh Thirty Five Thousand) consisting of 53,23,500
(Fifty Three Lakh Twenty Three Thousand Five Hundred) equity shares of Rs.10
each.

3. LISTING ON BSE -SME PLATFORM:

Company is listed on SME Platform of BSE Limited.

4. DIVIDEND:

The Board decided that the profits should be retained for the expansion of the
Company, which is in pipeline for more growth and value addition to the company
and forming a strong business base so that revenue flows from many channels and
hence the Directors of your Company do not recommend any dividend for FY 2024¬
25.

5. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Net Profit of the Company after tax is Rs. 214.36 Lakhs and same is transferred to
Reserves and Surplus under the head Surplus/ (Deficit) in the statement of Profit and
Loss.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND:

There is no unpaid/unclaimed Dividend required to be transferred to Investor
Education and Protection Fund as prescribed under the provisions of Section 125 of
the Companies Act, 2013.

7. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the year, your Company has achieved the Total Revenue from Operation of
Rs. 3099.11 Lakhs as compared to Rs. 2426.65 Lakh of Previous Financial year. Other
income during the year is Rs.12.94 Lakh. Total expense of the company during the
year is Rs. 2833.15 Lakhs. After meeting the expenses, Company has earned profit of
Rs. 214.36 Lakhs which is approx. 24.26 % higher than Net Profit of previous
Financial year. The management of the Company isputting all efforts for better
performance in coming period.

8. BUSINESS OVERVIEW:

Prospect Consumer Products Limited is a leading player in the cashew processing
and premium dry fruits industry in India. The Company specializes in sourcing,
processing, and distribution of high-quality cashew kernels and other premium dry
fruits across domestic and international markets. With a focus on quality,
innovation, and customer satisfaction, the Company has established itself as a
trusted brand in the organized dry fruits segment.

9. DEPOSITS FROM PUBLIC:

Company has not accepted any Deposits from public as prescribed under Section 73
of the Companies Act, 2013 and rules framed thereunder.

10. CHANGE IN NATURE OF THE BUSINESS:

There is no change in the nature of business of the Company during the year under
review.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

There is no material changes and commitment which can affect the financial position
of the company occurred between the end of the financial year to which financial
statements relate and the date of the report.

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

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
are:

A. Conservation of Energy

B. Technology absorption

C. Foreign Exchange Earnings and outgo

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

All contracts/transactions entered into by the Company during the financial year
with related parties were in the ordinary course of business and on an arm's length
basis. After conversion of Company from Private Limited to Public Limited, Board of
Directors of the Company has formulated the Policy on Related Party Transactions.

The particulars of Contracts or Arrangements made with related parties made
pursuant to Section 188 is furnished in Annexure I and is attached to this report.

14. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON:

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the necessary disclosures have been annexed as Annexure II to the Directors' Report.

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the element of risk
threatening the Company's existence is very minimal.

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

Details of Loan, Guarantee and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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

There is no a qualification, reservations or adverse remarks made by the Statutory
Auditor in their Report.

Below Remarks made by Practicing Company Secretary in Secretarial Audit reports.

18. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the company has framed
a policy for selection, nomination, appointment and remuneration of Directors suitably
containing the criteria determining qualifications, positive attributes and independence
of a Director.

The said policy is available on the website of the company at
https://prospectconsumer.com/docs/policies/nomination and remuneration policy.pdf

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of Six (6) Directors. As on the date of this report,
the Board of the company constitutes of the following directors:

i. Retire by Rotation- Mrs. Riddhi Bharatkumar Vasita

Pursuant to Sections 149, 152 and other applicable provisions of the Companies
Act, 2013, one-third of the directors of the company are liable to retire by
rotation, and if eligible, they can offer themselves for the re-appointment. In this
Annual General Meeting Mrs. Riddhi Bharatkumar Vasita (DIN: 06876566),
Director of the Company is liable to retire by rotation and being eligible to offer
herself for re-appointment.

20. CHANGE IN BOARD COMPOSITION:

Mr. Prakash Mishra (DIN: 10749967) is appointed as Non-Executive Director of the
Company in Annual General Meeting held on 6^th September, 2024.

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

The Board meets at regular interval with gap between not exceeding 120 days.
Additional meetings are held as and when necessary. During the year 2024-25, the
Board of Directors met T en times scheduled as under:

Attendance of Directors during the Board Meeting

The company has complied with the applicable Secretarial Standard issued by the
Institute of the Company Secretaries of India.

22. COMMITTEE OF BOARD:

A. AUDIT COMMITTEE:

The Board of Directors has constituted Audit Committee comprising of three
directors including two Independent Director and all having financial literacy. The
committee was constituted on 04.01.2023 with the following members on the
committee:

Meeting of Audit Committee

During the year 2024-25, the Audit committee Members met four times scheduled
as under:

B. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has constituted Nomination and Remuneration Committee
comprising of three directors including two Independent Director and one Non¬
executive director and all having financial literacy. The committee was constituted
on 04.01.2023 with the following members on the committee:

Meeting of Nomination and Remuneration Committee

During the year 2024-25, theNomination and Remuneration committee Members
met one time scheduled as under:

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board of Directors has constituted Stakeholder Relationship Committee
comprising of three directors including two Independent Director and all directors
having financial literacy. The committee was constituted on 04.01.2023 with the
following members on the committee:

Meeting of Stakeholder Relationship Committee

During the year 2024-25, the Nomination and Remuneration committee Members
met One time scheduled as under:

23. EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there
under and in compliance with the requirements of SEBI (LODR) Regulations,
2015,The Board evaluated the effectiveness of its functioning and that of the
Committees and of individual directors by seeking their inputs on various aspects of
Board/Committee Governance. The evaluation covered functioning and composition
of the Board and its committees, understanding of the roles and responsibilities,
experience, competencies, participation at the Board and Committee meetings,
corporate governance practices etc. Evaluation of the Board and its compositions
was carried out through a defined process covering the areas of the Boards
functioning viz. composition of the Board and Committees, understanding of roles
and responsibilities, experience and competencies, contribution at the meetings etc.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the
nature & size of business of the Company.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received Declaration from all Independent Directors as required
under Section 149 of the Companies Act, 2013 confirming that they meet criteria of
Independence as per relevant provisions of Companies Act, 2013 and SEBI (LODR)
Regulations.

26. DECLARATION IN RESPECT OF COMPLIANCE WITH THE CODE OF CONDUCT

The Company has received declaration from Chief Financial officer stating that the
members of board of directors and senior management personnel have affirmed

compliance with the code of conduct of board of directors and senior management.
The said Declaration is attached as Annexure III to this report.

27. WEBLINK OF ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the
Companies Act, 2013, the Annual Return as on March 31, 2025 is available on website
of the Company and can be viewed at www.prospectconsumer.com .

28. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:—

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

(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 financial 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 this 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 device and implemented adequate systems and procedures for
adequate internal financial controls over financial reporting and the Board
believed that the same were operative effectively for the financial year under
review.

(f) 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.

29. STATUTORY AUDITORS

M/s. C.R Sharedalal & Co., Chartered Accountants (Firm Registration No.:109943W)
is appointed as the Statutory Auditor of the Company in Annual General Meeting held
on 29^th September, 2023. They will hold position as Statutory Auditor of the company
till Annual General Meeting to be held in the year 2028.

30. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mrs. Kadambari Dave, proprietor of M/s. Kadambari Dave & Associates,
Company Secretary in practice (COP No. 5854) to undertake the Secretarial Audit of

the Company for the year under review. The Board has duly reviewed the Secretarial
Auditor's Report and the comments, appearing in the report are self-explanatory and
do not call for any further explanation by the Board of Directors as provided under
section 134 of the Act.

The Secretarial Audit Report is annexed herewith as "Annexure-IV”.

31. INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s.
Sweta Patel & Associates, Chartered Accountants, Ahmedabad(FRN: 139165W)
have been appointed as an Internal Auditors of the Company. During the year, the
Company continued to implement their suggestions and recommendations to
improve the control environment. Their scope of works includes, Review of the
accuracy and reliability ofthe Corporation accounting records and financial reports,
review of operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths, opportunities for cost saving and
recommending company for improving cost efficiencies.

32. REPORT ON CORPORATE GOVERNANCE

Our company provides utmost importance at best Governance Practices and are
designated to act in the best interest of its stakeholders. Better governance practice
enables the company to introduce more effective internal controls suitable to the
changing nature of business operations, improve performance and also provide an
opportunity to increase stakeholders understanding of the key activities and policies
of the organization.

Our Company has incorporated the appropriate standards for corporate governance.
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is not required to mandatorily
comply with the provisions of certain regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate
Governance Report to stock exchange quarterly and not providing the Corporate
Governance Report as the part of this Annual Report.

33. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required under
clause 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 has been presented in a separate section forming part of this Annual Report.

34. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with
Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower
Policy with a view to provide vigil mechanism to Directors, employees and other

stakeholders to disclose instances of wrong doing in the workplace and report
instances of unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. The Whistle Blower Policy also states
that this mechanism should also provide for adequate safeguards against
victimization of Director(s)/ Employees who avail of the mechanism and also
provide for direct access to the Chairman of the Audit Committee in exceptional
cases. The Policy is available on the Company's website at link
https://prospectconsumer.com/docs/policies/whistle blower policy.pdf

35. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated
a Policy on Prevention of Sexual Harassment at Workplace. All employees
(permanent, contractual, temporary, trainees, etc) are covered under this policy. An
Internal Complaints Committee (ICC) is constituted which is responsible for redressal of
complaints related to sexual harassment at the workplace.

Following are the members of the committee:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules
thereunder, the Internal Complaints Committee of the Company has not received
any complaint of Sexual Harassment during the year under review and no
complaint was pending as of
31st March, 2025.

No. of Complaints received: NIL

No. of Complaints disposed of: NIL

Company has formulated the policy for prevention of sexual Harassment as work
place. Said policy is available on the website of company at link
https://prospectconsumer.com/docs/policies/prevention of sexual harassment.p
df

36. BUSINESS RESPONSIBILITY REPORT:

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility Report describing the initiatives

taken by the Company from an environmental, social and governance perspective is
not applicable to your company being SME listed company, as per the exemptions
provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

37. POLICY ON CODE OF CONDUCT AND ETHICS:

Being a SME listed Company exemption has been provided to the Company from
formulating of Code of Conduct for Board of Directors and Senior Management
Personnel. However, Board of Directors has formulated and adopted Code of
Business Conduct Ethics for Director & Senior Management Executive policy. As an
organization your Company places a great importance in the way business is
conducted and the way each employee performs his/her duties. Your Company
encourages transparency in all its operations, responsibility for delivery of results,
accountability for the outcomes of our actions, participation in ethical business
practices and being responsive to the needs of our people and society. Towards this
end, your Company has laid down a Code of conduct applicable to all the employees
of your Company.

The detailed Code of Business Conduct Ethics for Director & Senior Management
Executive policy available on website

https: //prospectconsumer.com/docs/policies/code of conduct.pdf

38. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS:

Your Company doesn't fall within the scope of Section 148(1) of the Companies Act,
2013 and hence does not require to maintain cost records as specified by the Central
Government.

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

The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.

40. LISTING FEES:

The Company affirms that the annual listing fees for the year 2024-25 to the BSE
Limited (BSE SME) has been duly paid.

41. REPORTING OF FRAUDS:

During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143(12) of the Companies
Act, 2013, any instances of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in boards report.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE
COMPANY:

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

43. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review the Company has
complied with all the applicable mandatory secretarial standards (including any
modifications or amendments thereto) issued by the Institute of Company
Secretaries of India. The Company has complied with applicable Secretarial
Standards issued by the Institute of Company Secretaries of India on Board and
General Meetings.

44. PREVENTION OF INSIDER TRADING

The Board has Insider Trading Policy for regulating, monitoring and reporting of
Trading of Shares by Insiders. The Code lays down guidelines, procedures to be
followed and disclosures to be made while dealing with shares of the Company. The
copy of the same is available on the website of the Company at
https://prospectconsumer.com/docs/policies/code of%20 internal procedure conduct for pr
evention of insider trading.pdf

45. MATERNITY BENEFIT:

As Employees of the Company are less than 10, all provisions of the Maternity Benefit
Act, 1961 not applicable to the Company.

46. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

47. DEPOSITS AND DISCLOSURE OF MONEY RECEIVED FROM DIRECTORSAND
THEIR RELATIVES:

The Company has not invited deposit to public during the year under review.

Disclosure of money received during the year under review from Directors and their
relatives Pursuant to Rule 2 (vii) of The Companies (Acceptance of Deposits) Rules,
2014

48. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE,2016:

There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-25.

49. DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks
or Financial Institutions, and hence 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 is not
applicable.

50. SHARE CAPITAL

a. Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees

The Company has not made any provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees as per Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014.

b. Issue of Sweat Equity Shares

The Company has not issued any sweat equity share during the financialyear

in accordance with the provisions of Section 54 of Companies Act, 2013 read
with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares With Differential Rights

The Company has not issued any equity shares with differential voting rights
during the financial year as per Rule 4(4) of Companies (Share Capital and
Debentures) Rules, 2014.

d. Issue of Employee Stock Options

The Company has not issued any employee stock option during the financial
year as per Rule 12(9) of Companies (Share Capital and Debentures) Rules,
2014.

51. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended
to your Companies activities during the year under review. Your Directors also
acknowledgesgratefully the shareholders for their support and confidence reposed on
your Company.

For and on Behalf of Board of Directors

Date: 28/08 /2025 Vimal Sureshbhai Mishra Priyanka Vimal Mishra

Place: Ahmedabad Managing Director Director

(DIN: 06820041) (DIN: 09459276)