Your Directors are pleased to present before you the 30^th Annual Report together with the audited accounts of the company for the year ended on 31^st March, 2024.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31^st March, 2024 are as under:

COMPANY’S PERFORMANCE:

During the year under review, the company’s total income stood at Rs. 5841.66 Lakhs comprised of Rs. 5682.43 Lakhs as revenue from operations and Rs.159.23 as other income while Profit after tax was Rs. 875.99 Lakhs. Your directors are continuously looking for avenues for future growth of the company.

CHANGE IN THE NATURE OF BUSINESS:

The Company continues to be in the Chemical industry and there is no change in business during the financial year ended March 31, 2024.

DIVIDEND:

The Board of Directors has recommended a dividend of 0.50/- (Fifty Paise only) per equity share of Rs.10/- (Ten rupees) each fully paid-up of the Company. Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.

TRANSFER TO RESERVES:

The company has not transferred any amount to General Reserve during the year under review.

DEPOSITS:

The Company has not accepted any deposits from the general public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Further that the Company has not accepted any deposits in contravention of the provisions of the Chapter-V of the Companies Act, 2013 and rules made there under.

CHANGE IN SHARE CAPITAL:

During the year, there is no any change in the equity share capital of the Company.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The company has not issued any equity shares with differential voting rights during the Financial year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The company has not issued any Sweat Equity Shares during the financial year and it is therefore not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION:

The company has not issued any shares under Employee Stock Option Scheme during the financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for Financial Year 2023-2024 is uploaded on website of the Company and can be accessed at www.prolifeindustries.in.

NO. OF BOARD MEETINGS:

During the financial year 2023-24, four board meetings of the Board of Directors of the company were held on 30.05.2023, 17.08.2023, 03.11.2023 and 22.02.2024. The intervening gap between the meetings was within the period prescribed under the companies Act,2013.

AUDIT COMMITTEE:

As on the date of approval of Directors’ Report,

As per the Provisions of the Section 177 of the Companies Act, 2013 and rules made thereunder, the Constitution of the Audit Committee of the Board of Directors are as follows:

During the year under review, four meetings of Audit Committee were held on 30.05.2023, 17.08.2023, 03.11.2023 and 22.02.2024.

NOMINATION AND REMUNERATION COMMITTEE:

As on the date of approval of Directors’ Report,

As per the Provisions of the Section 177 of the Companies Act, 2013 and rules made thereunder, the Constitution of the Nomination and Remuneration Committee of the Board of Directors are as follows:

During the year under review, four meetings of Nomination and Remuneration Committee were held on 30.05.2023, 17.08.2023, 03.11.2023 and 22.02.2024.

STAKEHOLDER RELATIONSHIP COMMITTEE:

As on the date of approval of Directors’ Report,

As per the Provisions of the Section 177 of the Companies Act, 2013 and rules made thereunder, the Constitution of the Stakeholder Relationship Committee of the Board of Directors are as follows:

During the year under review, four meetings of Stakeholder Relationship Committee were held on 30.05.2023, 17.08.2023, 03.11.2023 and 22.02.2024.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the Provisions of the Section 135 of the Companies Act, 2013, the Constitution of the CSR Committee of the Board of Directors are as follows:

CORPORATE SOCIAL RESONSIBILITY:

The Provision of the Section 135 of the Companies Act, 2013 are applicable to the Company during the year under review. As per the provisions of the said section, the company has constituted the CSR Committee of the Board of Directors of the Company and the Company has a Policy on Corporate Social Responsibility which is available on the website of the Company. The brief outline of the Corporate Social Responsibility Policy of the Company, activities and other details as required is set out in Annexure I of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time is not applicable to your company. Hence, your Company is not required to maintain cost records.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered during the year under review were on an arm’s length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. In terms of Section 188 of the Act and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date are given in Annexure II in Form AOC-2 and the same forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 are given in Annexure III

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No Significant and material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the Company doesn’t have any Subsidiaries, Joint Ventures and Associate Company and none of the companies has become or ceased to be Company’s subsidiaries, joint ventures or associate companies.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, the Company doesn’t have any Subsidiaries, Joint Ventures and Associate Company, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not required to be given.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been no change in Board of Directors and Key Managerial Personnel of the Company for the year 2023-24.

DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013, the Board of Directors states:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) That the directors have 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.

3) That the directors have 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.

4) That the Directors have prepared the annual accounts on a going concern basis.

5) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

6) 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.

PARTICULARS OF EMPLOYEES:

During the year under review, the Company had no employee drawing remuneration exceeding the prescribed limits under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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:

The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in Future.

INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems designed to ensure sound management of your company’s operation, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the management.

RISK MANAGEMENT POLICY:

Your company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. There is no risk which in the opinion of the board may threaten the existence of the company. The company has taken sufficient insurance coverage to safeguard its assets including Inventories, Buildings and Machineries etc.

VIGIL MECHANISM:

The Company has established a vigil mechanism policy and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided

adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”). The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent director being evaluated.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, provisions of Corporate Governance are not applicable to the company as it is listed to SME Platform of NSE (NSE Emerge). Hence, Corporate Governance is not required to be prepared by the Company.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment all employees (permanent, contractual, temporary, trainees) are covered under this policy. The summary of sexual harassment complaints received and disposed off during the financial year 2023-24 is as under:

Number of Complaints Received: NIL Number of Complaints Disposed off : NIL.

DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Jitendra Leeya, Practicing Company Secretary, Ahmedabad (CP No. 14503) as Secretarial Auditor of the Company for the F.Y. 2023-24. Hence, The Company has obtained Secretarial audit report from Jitendra Leeya, Practicing Company Secretary, Ahmedabad (CP No. 14503) which is enclosed as Annexure IV to this report. The report is self-explanatory and do not call for any further comments.

INTERNAL AUDITORS:

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s. D.C. Choksi & Co., Chartered Accountants, as an Internal Auditor to conduct the Internal Audit of the Company Your Company has appointed M/s D.C. Choksi & Co., as its Internal Auditor for the F.Y. 2023-24. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

STATUTORY AUDITORS:

The Statutory Auditors, M/s. Bihari Shah & Co., Chartered Accountants (Firm Registration Number 119020W), were re- appointed as Statutory Auditors of the Company at the 29^th Annual General Meeting of the Company from the conclusion of 29^th Annual General Meeting held on 20^th September, 2023 till the conclusion of Annual General Meeting to be held in the calendar year 2028 for auditing the accounts of the company for the financial year 2023-24 to 2027-28.Provision for the ratification of appointment of Auditors by the members at every Annual General Meeting. Pursuant to notification issued by the Ministry of Corporate Affairs on 7^th May, 2018 amending section 139 of the Companies Act, 2013 and the rules made thereunder, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting (“AGM”) has been omitted.

Accordingly the relevant note of Statutory Auditor’s Appointment has been given in the Notes of the Notice of the Annual General Meeting.

The comments in the Auditors report with notes on accounts are self-explanatory and therefore do not call for any further explanation.

Auditors Report to the shareholders for the financial year ended 31st March, 2024, does not contain any qualification

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established proper internal finance controls to ensure the integrity of financials statements and accounting records.

DETAILS OF DIFFERENCE IN VALUATION

During the financial year Company has not undergone any one-time settlement and has not undertaken any loan from the Banks or Financial Institutions which requires the valuation report therefore the disclosure regarding 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 is not applicable to the Company.

SECRETARIAL STANDARDS:

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

ACKNOWLEDGEMENT:

Your directors take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support and to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company’s affairs.

By order of the Board of Directors

Place: Ankleshwar Dated: 23.08.2024

(Karan M Jolly)

Chairman & Managing Director DIN:06587791

REGISTERED OFFICE

213, G.I.D.C.,

PANOLI, ANKLESHWAR- 394116 CIN: L24231GJ1994PLC022613 Email Id: cs@prolifeindustries.in