Prudent Corporate Advisory Services Ltd Directors Report

To

The Members,

Your directors are pleased to present the 20th Annual Report of Prudent Corporate Advisory Services Limited ("the Company") together with the audited financial statements for the year ended March 31, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for the year ended March 31, 2023 is summarized below:

	Standalone (Rs in lakhs)		Consolidated (Rs in lakhs)
Particulars	Current Year 2022-23	Previous Year 2021-22	Current Year 2022-23	Previous Year 2021-22
Revenue from Operations	51,823.43	39,078.03	61,132.72	45,075.27
Other Income	474.73	661.30	754.50	781.20
Profit before Depreciation, Finance Cost and Tax Expense	12,285.25	9,194.12	18,292.32	12,308.55
Less: Depreciation and Amortization Expenses	2,199.81	1,177.46	2,403.26	1,338.82
Profit before Finance Cost and Tax Expense	10,085.44	8,016.66	15,889.06	10,969.73
Less: Finance Costs	122.36	196.58	207.05	258.95
Profit before Tax Expense	9,963.08	7,820.08	15,682.01	10,710.78
Less: Tax Expense (Current & Deferred)	2,548.07	1,953.63	4,013.16	2,676.98
Profit aRser Tax	7,415.01	5,866.45	11,668.85	8,033.80
Add: Other Comprehensive Income/loss for the year	(13.93)	(10.45)	(18.48)	(5.91)
Total Comprehensive Income	7,401.08	5,856.00	11,650.37	8,027.89

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the FY 2022-23 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act), Indian Accounting Standards (‘Ind AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR) Regulations] and the same shall also be made available to the Members in their forthcoming Annual General Meeting (‘AGM).

STATE OF THE COMPANYS AFFAIRS

Your company is an independent retail wealth management services group in India and are amongst the top mutual fund distributors in terms of average assets under management ("AAUM") and commission received.

Your company provide wealth management services to 15.32 lakhs unique retail investors through 26,949 MFDs on our business-to-business-to-consumer ("B2B2C") platform and are spread across branches in 120 locations in 21 states in India, as on March 31, 2023. Your company oRsers a technology enabled, comprehensive investment and financial services platform with end-to-end solutions critical for financial products distribution and presence across both online and oRsline channels and digital wealth management ("DWM") solutions through platforms, namely, FundzBazar, PrudentConnect, Policyworld and CreditBasket.

As on March 31, 2023, our assets under management from the mutual fund distribution business ("AUM") stood at Rs56,189 crore with 93.5% of our total AUM being equity oriented. Our AUM has increased from Rs 49,473 crore as on March 31, 2022 to Rs56,189 crore as on March 31, 2023, representing an increase of 13.58% with our equity oriented AUM increasing from 45,799 to 52,525 crore during the same period, representing an increase of 14.69%.

Our retail focus has helped grow the number of systematic investment plans ("SIPs") handled by us from 16.37 lakhs as of March 31, 2022 to 19.66 lakhs as of March 31, 2023. Correspondingly, equity AUM from SIPs increased from 19,203 crore (representing 41.93% of our total equity AUM) as of March 31, 2022 to 22,780 crore (representing 43.37% of our total equity AUM) as of March 31, 2023. Our monthly SIP flows as of March 31, 2023 were 517 crore providing visibility of monthly inflows for our MFDs as well as the Company.

Our overall revenue from operations increased to Rs51,823.43 Lakh for Fiscal 2023 from Rs39,078.03 Lakh for Fiscal 2022, representing an increase of 32.62%. Our net profit for the year increased by Rs1,548.56 lakhs or 26.40% to Rs7,415.01 lakhs for Fiscal 2023 from Rs5,866.45 lakhs for Fiscal 2022.

The detailed results of operations of the Company are given in the Management Discussion & Analysis forming part of this Annual Report.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserve.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit not in consonance with the provisions of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business. However, your company has started oRsering facilities to their clients to trade in Future and Option Segment on FundzBazar Stock Broking platform

Further, the Company has applied for Corporate Agent Registration with Insurance Regulatory and Development Authority ("IRDA") for soliciting and procuring insurance business as a corporate agent to oRser a full product basket. Registration is under process with IRDA.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company in its meeting held on May 12, 2021 has approved and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on website of the Company at https://www.prudentcorporate.com/investorrelation.

DIVIDEND

The Board of Directors of your company, in its meeting held on May 24, 2023 has recommended a final dividend of Rs 1.50 (One Rupee and FiRsy Paisa) (@ 30%) per equity share of the face value of Rs 5/- each fully paid up for the financial year ended 31st March, 2023, subject to the approval of the Members at the ensuing 20th Annual General Meeting. The Final dividend is payable to those shareholders whose names appear on the Register of Members as on the Record Date.

CAPITAL STRUCTURE

During the year, Company has not raised any capital and hence the same remains unchanged.

During the year under review, the Company has not issued any: a) shares with diRserential rights as to dividend, voting or otherwise. b) sweat equity shares.

RELATED PARTY TRANSACTIONS

During the year, your Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, SEBI (LODR) Regulations and applicable Accounting Standards, which were in the ordinary course of business and on arms length basis and in accordance with the policy on Related Party Transactions of the Company.

During the year, there was no material transaction with any related parties as per the Related Party Transactions Policy of the Company and/or any other related party transaction entered into by the Company that require disclosure in Form AOC-2, hence, disclosure in Form AOC-2 is not applicable to the Company.

The disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes to the financial statements provided in this Annual Report.

As required under Regulation 23 of SEBI (LODR) Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at https://www.prudentcorporate.com/investorrelation.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements forming part of Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Directors:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Shirish Govindbhai Patel (DIN: 00239732), Whole-time Director is liable to retire by rotation at the ensuing AGM and being eligible, oRsers himself for re-appointment. The Board of Directors recommends his re-appointment.

During the year under review, based upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on January 9, 2021 had approved the re-appointment of Ms. Shilpi Sumankumar Thapar (DIN 00511871) and Mr. Aniket Sunil Talati (DIN

02724484) as Independent Director(s) (in the category of "Non-Executive Independent Director") for second term of 5 (five) consecutive years w.e.f. June 7, 2023 and their re-appointment was duly approved by the Shareholders of the Company through special resolutions passed by way of postal ballot on February 16, 2023.

The above-mentioned Directors have aRsirmed that they are not debarred from holding the oRsice of Director(s) by virtue of any SEBI order or any other such Authority.

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Act including compliance of relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (LODR) Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

None of the Directors of the Company is disqualified in terms of the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors by Indian Institute of Corporate ARsairs in terms of the recently introduced regulatory requirements. Also, the online proficiency self-assessment test as mandated was undertaken by those Independent Directors of the Company who were not exempted within the prescribed timelines.

The members at their 18th Annual General Meeting held on July 23, 2021, had appointed Mr. Sanjay Rameshchandra Shah (DIN: 00239810) as Managing Director for a term of three years eRsective from April 1, 2021 to March 31, 2024. His oRsice of directorship is due for re-appointment on March 31, 2024.

Therefore, pursuant to the provisions of the Companies Act, 2013 ("the Act"), Articles of Association of the Company, SEBI (LODR) Regulations and based on the recommendations received from the Nomination and Remuneration Committee and the Board of Directors, the Shareholders may consider the re-appointment of Mr. Sanjay Rameshchandra Shah, as Chairman and Managing Director of the Company for further term of three (3) years w.e.f. April 1, 2024 to March 31, 2027.

Further, the members at their 18th Annual General Meeting held on July 23, 2021, had appointed and designated Mr. Shirish Govindbhai Patel (DIN: 00239810) as Whole-time Director & CEO for a term of two years and eight months eRsective from August 1, 2021 to March 31, 2024. His oRsice of directorship is due for re-appointment on March 31, 2024.

Therefore, pursuant to the provisions of the Companies Act, 2013 ("the Act"), Articles of Association of the Company, SEBI (LODR) Regulations and based on the recommendations received from the Nomination and Remuneration Committee and the Board of Directors, the Shareholders may consider the re-appointment of Mr. Shirish Govindbhai Patel, as Whole-time Director and Chief Executive ORsicer of the Company for further term of three (3) years w.e.f. April 1, 2024 to March 31, 2027.

Further, the members at their 18th Annual General Meeting held on July 23, 2021, had appointed Mr. Deepak Sood (DIN: 01642332) and Mr. Karan Kailash Datta (DIN: 08413809) as Independent Directors to hold oRsice for a first term of three years eRsective from October 23, 2020 to October 22, 2023.

Accordingly, pursuant to the provisions of the Companies Act, 2013 ("the Act"), Articles of Association of the Company, performance evaluation and based on the recommendations received from the Nomination and Remuneration Committee and the Board of Directors, the Shareholders may consider the re-appointment of Mr. Deepak Sood (DIN: 01642332) and Mr. Karan Kailash Datta (DIN: 08413809) as Independent Directors of the Company for second term of five (5) years w.e.f. October 23, 2023 to October 22, 2028.

Brief resume and other details of the Director(s) being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of ensuing AGM. The above proposals for re-appointment forms part of the Notice of the ensuing AGM and appropriate resolutions for reappointment of the aforesaid directors are being moved at the ensuing Annual General Meeting, which the board recommends for your approval.

(B) Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, Mr. Sanjay Rameshchandra Shah, Managing Director, Mr. Shirish Govindbhai Patel, Whole-time Director & CEO, Mr. Chirag Ashwinkumar Shah, Whole-time Director, Mr. Chiragkumar Bansilal Kothari, Chief Financial ORsicer and Mr. Dhavalkumar Pareshbhai Ghetia, Company Secretary are the Key Managerial Personnel (KMP) of the Company. There was no change amongst the KMPs during the year under review.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors: i) Audit Committee; ii) Nomination and Remuneration Committee; iii) Stakeholders Relationship Committee; and iv) Corporate Social Responsibility Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this Annual Report. Board is responsible to monitor and review the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors.

BOARD AND COMMITTEE MEETINGS

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this annual report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Companys Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at https://www.prudentcorporate.com/ investorrelation. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel of the Company and Board Diversity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a Corporate Social Responsibility (CSR) Policy which is uploaded on website of the Company at https:// www.prudentcorporate.com/investorrelation.

Annual Report on CSR activities for the Financial Year 2022- 23 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility

Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - 1.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Boards Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure – 2.

Mr. Chirag Ashwinkumar Shah, Whole-time Director of the Company has not taken any remuneration from the Company during the year under review. He has received a remuneration of Rs188 Lakhs from Gennext Insurance Brokers Private Limited, the Wholly Owned Subsidiary (WOS) of the Company during the financial year 2022-23.

STATUTORY AUDITORS

Your Company at the 16th (Sixteenth) Annual General Meeting held on September 30, 2019 had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W) as Statutory Auditors of the Company for a period of 5 consecutive years till 21st Annual General Meeting at a remuneration as may be fixed by the Board of Directors in consultation with the Auditors. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

The Statutory Auditors Report for the Financial Year 2022- 23 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

COST AUDIT

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the Financial Year 2022-23.

SECRETARIAL AUDITORS

The Board has appointed M/s. M.C. Gupta & Co., Practicing Company Secretaries (COP No.: 1028) to undertake the Secretarial Audit of the Company for the financial year 2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended.

The Secretarial Audit Report in the prescribed Form No. MR–3 for the Financial Year 2022-23 is annexed herewith as Annexure - 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer in his report.

The Company has also filed the Secretarial Compliance Report for the financial year ended March 31, 2023 with the Stock Exchanges with regards to compliance of applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of SEBI (LODR) Regulations.

SUBSIDIARIES

Your Company has the following wholly owned subsidiaries on March 31, 2023: 1. Gennext Insurance Brokers Private Limited; 2. Prudent Broking Services Private Limited; 3. Prutech Financial Services Private Limited;

As on March 31, 2023, your Company does not have any Associate/Joint Venture as defined under the provisions of the Act.

To comply with the provisions of Section 129 of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries of your Company (including their performance and financial position) in prescribed Form AOC-1 forms part this Annual Report and therefore not repeated here to avoid duplication. Further, contribution of subsidiary to the overall performance of your Company provided in Note No. 41 of the Consolidated Financial Statements.

Financial Statements of the above-mentioned subsidiary companies are kept open for inspection by the Members at the Registered ORsice of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM between 11:00 A.M. to 5:00 P.M. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered ORsice or Corporate ORsice. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company at https://www.prudentcorporate.com/investorrelation.

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining Material Subsidiary. Further, Gennext Insurance Brokers Private Limited (GIBPL) became material subsidiary of the Company as per Audited Financial Statements for year ended March 31, 2023. Policy on Material Subsidiary is uploaded on website of the Company at https://www.prudentcorporate.com/ investorrelation. As per Regulation 24A of Listing Regulations, the Secretarial Audit Report of GIBPL is annexed as Annexure - 4.

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

Your Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. The same is detailed in the Corporate Governance Report, which forms part of this annual report.

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors inter-alia monitors and reviews the risk management plan and such other functions as assigned from time to time.

Your Company has a robust Risk Management Policy, under which it manages Risk Management Framework, identifies and evaluates business risks and opportunities. The Company recognize that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at eRsectively mitigating the Companys various business and operational risks, through strategic actions. The Company has a strong Cyber Risk Management framework wherein cyber risk and mitigation controls are monitored by Technology Committee and Risk Management Committee of the Company. The Company has developed its digital infrastructure to enhance the Clients and Channel Partners interface with the Company. The Company maintains robust cyber security posture to protect the confidentiality and integrity of data.

There are no risks, which in the opinion of the Board threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal controls with reference to financial statements and day to day operations and the same are operating eRsectively. The Internal Auditors tested the design and eRsectiveness of the key controls and no material weaknesses were observed in their examination. Further, Statutory Auditors verified the systems and processes and confirmed that the Internal Financial Controls system over financial reporting are adequate and such controls are operating eRsectively.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, Board of Directors of the Company, hereby state and confirm that: (a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same; (b) they 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 aRsairs of the Company as at 31st March, 2023 and of the profit and loss of the Company for the financial year ended 31st March, 2023; (c) they have taken proper and suRsicient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared annual accounts on a going concern basis; (e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating eRsectively; and (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating eRsectively.

OTHER INFORMATION

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of this Annual Report.

Business Responsibility and Sustainability Report (BRSR)

BRSR for the year under review, as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations, forms part of this Annual Report.

Corporate Governance Report

The Companys shares are listed with BSE Limited and National Stock Exchange of India Limited with eRsect from May 20, 2022. The Report on Corporate Governance forming part of this Annual Report. The Report received from M/s. M. C. Gupta & Co., Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the Financial Year 2023-24 has been paid to the National Stock Exchange of India Limited and BSE Limited.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is available on website of the Company at https://www.prudentcorporate.com/investorrelation.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are given below:

A. Conservation of Energy i) Steps taken for conservation of energy: The Company evaluates the possibilities and various alternatives to reduce energy consumption and use of low energy consuming LED lightings is being encouraged. The Company recognizes the importance of energy conservation in decreasing the adverse eRsects of global warming and climate change. The Company carries on its activities in an environment friendly and energy eRsicient manner. ii) Steps taken by the Company for utilizing alternate sources of energy: Nil iii) Capital investment on energy conservation equipment: Nil B. Technology absorption The Company believes in leveraging technology to transform every dimension of its business. Investments in technology infrastructure is an important element of Companys commitment to delivering seamless customer experience. Further, steps taken towards Energy Conservation are the result of technology absorption. C. Foreign exchange earnings and Outgo During the year the company had no foreign exchange earnings, while the Company has made an expenditure of Rs 4.34 Lakhs in foreign currency.

GENERAL

Your directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

2. No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2022-23.

3. During the year, the Company is not required to avail credit rating(s) of Securities.

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

No material changes and commitments have occurred aRser the closure of the Financial Year 2022-23 till the date of this Boards Report, which would aRsect the financial position of Company.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company has taken unsecured loans from Directors of the Company. Details of Unsecured Loans taken from Directors of the Company are given in the Notes to the Financial Statements forming part of Annual Report.

Director, who has given unsecured loans to the Company, has furnished to the company at the time of giving the loan, a declaration in writing to the eRsect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

(A) Transfer of Unclaimed/Unpaid Dividend

Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("the Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(B) Transfer of Shares

Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has not been paid or claimed for last seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ("IEPF Account") within a period of thirty days of such shares becoming due to be transferred.

There were no shares which were required to be transferred to the Investor Education and Protection Fund by the Company.

(C) Details of Nodal Officer

Name	Mr. Dhavalkumar Pareshbhai Ghetia, Company Secretary and Compliance ORsicer
Email Address	cs@prudentcorporate.com

(D) Y ear wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto March 31, 2023 and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer:

Sr. Date of declaration of Dividend No.	Number of Shareholders against whom Dividend amount is unpaid	Number of shares against whom Dividend amount is unpaid	Amount Unpaid as on March 31, 2023 (Rs)	Due date of transfer of Unpaid and Unclaimed Dividend to IEPF
1 Final Dividend (FY 2021-22) AGM held on September 29, 2022	127	7,035	6,620	October 31, 2029

(E) Details of the resultant benefits arising out of shares already transferred to the IEPF:

There were no resultant benefits arising out of shares already transferred to the IEPF, which were required to be transferred to the IEPF by the Company.

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may diRser materially from those expressed in the statements. Important factors that could influence the companys operations include changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the company.

ACKNOWLEDGEMENT

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as eRsicient utilization of the Companys resources for sustainable and profitable growth.

Your directors acknowledge the support and co-operation received from the employees, MFDs and all those who have helped to manage day-to-day business operations of the Company.

	For and on behalf of the Board of Directors of
	Prudent Corporate Advisory Services Limited
	Sanjay Rameshchandra Shah
Date: July 25, 2023	Chairman
Place: Ahmedabad	DIN: 00239810

Information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. Ratio of remuneration of each Director to the median remuneration of all the employees of the Company for the Financial Year 2022-23 and percentage increase in the remuneration of each Director, Chief Executive ORsicer, Chief Financial ORsicer & Company Secretary in the financial year 2022-23 are as follows:

Name of Director(s)/ KMP(s) and Designation	% increase in Remuneration in FY 2022-23 as compared to FY 2021-2022	Ratio of remuneration of director to the Median remuneration
Mr. Sanjay Rameshchandra Shah Managing Director	6.98	77.39
Mr. Shirish Govindbhai Patel Whole-time Director & CEO	11.00	271.17
Mr. Chirag Ashwinkumar Shah Whole-time Director	-	-
Mr. Aniket Sunil Talati Non-executive Independent Director	-	-
Mr. Deepak Sood Non-executive Independent Director	Nil	5.61
Mr. Karan Kailash Datta Non-executive Independent Director	Nil	5.61
Ms. Shilpi Sumankumar Thapar Non-executive Independent Director	Nil	2.24
Mr. Chiragkumar Bansilal Kothari CFO	16.60	14.84
Mr. Dhavalkumar Pareshbhai Ghetia Company Secretary	19.48	2.24

Notes:

1. Mr. Shirish Govindbhai Patel was appointed as Whole-time Director & CEO of the Company w.e.f. 01.08.2021. Mr. Chiragkumar Bansilal Kothari was appointed as CFO of the Company w.e.f. 22.07.2021. Mr. Dhavalkumar Pareshbhai Ghetia was appointed as Company Secretary w.e.f. 22/07/2021. Ms. Shilpi Sumankumar Thapar was appoint as Non-Executive Independent Director w.e.f. 07/06/2021. However, their previous year remuneration considered for 12 months for comparison purpose.

2. The median remuneration has been calculated on the basis of fulltime employees on the payroll of the Company.

3. Independent Directors receiving sitting fees for attending the board meeting. The sitting fees paid to Independent Directors is not covered in the above table.

4. Median remuneration of the Company for all its employees is Rs 2,67,466/- per annum for the financial year 2022-23.

5. The aforesaid details are calculated on the basis of remuneration for the financial year 2022-23.

6. Amount paid to Non-Executive Independent Directors during the Financial Year 2022-23 mentioned in above table reflect the Commission paid to them.

7. The remuneration to Directors is within the overall limits approved by the shareholders.

C. Percentage increase in the median remuneration of all employees in the Financial Year 2022-23: -4.56%

D. Number of permanent employees on the rolls of the Company as on 31st March, 2023: 836 employees

E. Average percentile increase already made in the salaries of employees other than the managerial personnel (i.e. Managing Director and Whole-time Director) in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

R emuneration of Managerial Personnel (MD & WTD) is increased 8.99% in FY 2022-23 compared to FY 2021-22. While Average salary of all employees other than Managerial Personnel is increase by 10.81% in FY 2022-23 compared to FY 2021-22. F. It is hereby aRsirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

G. The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered ORsice of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered ORsice of the Company.

	For and on behalf of the Board of Directors of
	Prudent Corporate Advisory Services Limited
	Sanjay Rameshchandra Shah
Date: July 25, 2023	Chairman
Place: Ahmedabad	DIN: 00239810