To
The Members,
Your directors are pleased to present the 23rd Annual Report
of Prudent Corporate Advisory Services Limited (“the Company”) together with the
audited financial statements for the financial year ended March 31, 2026.
FINANCIAL SUMMARY AND HIGHLIGHTS
The financial performance for the year ended March 31, 2026 is
summarized below:
|
Standalone (Rs
in lakhs) |
Consolidated (Rs
in lakhs) |
Particulars |
Current Year 2025-26 |
Previous Year 2024-25 |
Current Year 2025-26 |
Previous Year 2024-25 |
Revenue from Operations |
1,26,222.59 |
97,389.43 |
1,31,732.97 |
1,10,356.07 |
Other Income |
2,222.43 |
2,096.71 |
2,327.09 |
2,992.26 |
Profit before Depreciation,
Finance Cost and Tax Expense |
32,287.08 |
23,737.65 |
33,350.97 |
29,231.56 |
Less: Depreciation and
Amortization Expenses |
2,821.25 |
2,535.36 |
3082.55 |
2,786.00 |
Profit before Finance Cost and
Tax Expense |
29,465.83 |
21,202.29 |
30268.42 |
26,445.56 |
Less: Finance Costs |
415.76 |
184.16 |
475.14 |
236.88 |
Profit before Tax Expense |
29,050.07 |
21,018.13 |
29,793.28 |
26,208.68 |
Less: Tax Expense (Current
& Deferred) |
7,389.73 |
5,359.64 |
7588.03 |
6,644.16 |
Profit after Tax |
21,660.34 |
15,658.49 |
22,205.25 |
19,564.52 |
Add: Other Comprehensive
Income/loss for the year |
(3.91) |
(91.51) |
5.32 |
(103.12) |
Total Comprehensive Income |
21,656.43 |
15,566.98 |
22,210.57 |
19,461.40 |
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements for FY 2025-26 have been prepared
in accordance with the applicable provisions of the Companies Act, 2013 (“the
Act”), Indian Accounting Standards (Ind AS), and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”). These
statements will be presented to the Members at the forthcoming Annual General Meeting
(“AGM”).
STATE OF THE COMPANY'S 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 20.71 lakhs unique
retail investors through 36,880 MFDs on our business-to-business-to-consumer
(“B2B2C”) platform and are spread across branches in 143 locations in 21 states
in India, as on March 31, 2026. Your company offers 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 offline channels and
digital wealth management (“DWM”) solutions through platforms, namely,
FundzBazar, PrudentConnect, Policyworld and CreditBasket.
As on March 31, 2026, our assets under management from the mutual fund
distribution business (“AUM”) stood at 71,19,304 crores with 96.8% of our total
AUM being equity oriented. Our AUM has increased from 71,03,515 crores as on March 31,
2025 to 71,19,304 crores as on March 31, 2026, representing an increase of 15.3% with our
equity oriented AUM increasing from 71,00,061 crores to 71,15,479 crores during the same
period, representing an increase of 15.5%.
Our retail focus has helped grow the number of systematic investment
plans (“SIPs”) handled by us from 32.90 lakhs as of March 31, 2025 to 37.49
lakhs as of March 31, 2026. Correspondingly, equity AUM from SIPs increased from 743,802
crores (representing 43.78% of our total equity AUM) as of March 31, 2025 to 750,308
crores (representing 43.6% of our total equity AUM) as of March 31, 2026. Our monthly SIP
flows as of March 31, 2026 were 71188 crores providing visibility of monthly inflows for
our MFDs as well as the Company.
Our overall revenue from operations increased to 71,31,732.97 Lakh for
Fiscal 2026 from 71,10,356.07 Lakh for Fiscal 2025, representing an increase of 19.37%.
Our net profit for the year increased by 72640.73 lakhs or 13.50% to 7 22,205.25 lakhs for
Fiscal 2026 from 719,564.52 lakhs for Fiscal 2025.
Further analysis of the Company's operational performance is
detailed in the Management Discussion & Analysis section of this Annual Report.
AWARDS
Our Company is certified as a ‘Great Place to Work', which
endorses the culture at our organization.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to General Reserve.
DEPOSITS
The Company has not accepted any deposits under Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further,
there are no outstanding deposits that are not in compliance with Chapter V of the Act.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the financial year 2025-26, there has been no change in the
nature of business of the Company.
DIVIDEND DISTRIBUTION POLICY
In compliance with Regulation 43A of the SEBI LODR Regulations, the
Company adopted a Dividend Distribution Policy at its Board meeting held on May 12, 2021.
The policy is available on the Company's website at
https://www.prudentcorporate.com/investorrelation/CodesandPolicies.
DIVIDEND
The Board of Directors, at its meeting held on May 07, 2026,
recommended a final dividend of 73.50 (Rupees Three and Fifty Paise only) per equity share
of 75/- each (70%) for the financial year ended March 31, 2026, subject to approval by the
Members at the ensuing AGM. The dividend will be payable to shareholders whose names
appear in the Register of Members as on the Record Date.
CAPITAL STRUCTURE
There was no change in the capital structure during the year under
review. Further, the Company has not issued:
• Any shares with differential rights as to dividend, voting, or
otherwise;
• Any 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/CodesandPolicies.
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, offers himself for re-appointment. The Board of Directors recommends
his re-appointment for shareholders' approval.
During the financial year under review, the following changes occurred
in the composition of the Board:
Chirag Ashwinkumar Shah: During the Financial year under review, the
designation of Mr. Chirag Ashwinkumar Shah, (DIN: 01480310) was changed from Whole-Time
Director and Executive Director to Non-Executive Director with effect from October 4,
2024. The Members of the Company have duly approved the said change in designation at the
Annual General Meeting held on July 31, 2025.
The Company has received declarations from all its Independent
Directors confirming their compliance with the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013, the Companies (Appointment and
Qualification of Directors) Rules, 2014, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations. The Board affirms that the Independent Directors possess the
appropriate balance of skills, experience, and expertise, and uphold the highest standards
of integrity.
None of the Directors of the Company are disqualified under Section 164
of the Companies Act, 2013. Necessary disclosures, as required under Section 184 and other
applicable provisions of the Act, have been duly made by all Directors.
All Independent Directors have registered themselves with the online
databank maintained by the Indian Institute of Corporate Affairs (IICA) in accordance with
regulatory requirements. Further, those Independent Directors who were not exempted have
successfully undertaken the prescribed online proficiency selfassessment test within the
stipulated timeframe.
A brief profile of the Director proposed to be re-appointed at the
ensuing AGM, as required under Secretarial Standard-2 issued by the Institute of Company
Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is included in the
Notice convening the AGM. The resolution seeking the approval of shareholders for such
re-appointment forms part of the Notice.
(B) Key Managerial Personnel
Pursuant to Sections 2(51) and 203 of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as
amended), the following are the Key Managerial Personnel (KMP) of the Company:
• Mr. Sanjay Rameshchandra Shah - Managing Director
• Mr. Shirish Govindbhai Patel - Whole-time Director & Chief
Executive Officer
• Mr. Chiragkumar Bansilal Kothari - Chief Financial Officer
• Mr. Kunal Amrishbhai Chauhan - Company Secretary BOARD
EVALUATION
In compliance with the provisions of Section 134(3)(p) of the Companies
Act, 2013 read with the applicable Rules, and Regulation 17(10) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, the Board has undertaken an annual
evaluation of its own performance, the performance of individual Directors (including
Independent Directors, excluding the Director being evaluated), and the functioning of the
following Committees of the Board:
i) Audit Committee;
ii) Nomination and Remuneration Committee;
iii) Stakeholders Relationship Committee; and
iv) Corporate Social Responsibility Committee.
v) Risk Management Committee.
The evaluation process was conducted in a structured manner and the
methodology adopted for the evaluation is detailed in the Corporate Governance Report,
which forms an integral part of this Annual Report. The Board remains committed to
monitoring and enhancing the effectiveness of the evaluation framework to ensure robust
governance standards.
Additionally, in accordance with Regulation 25(4) of the SEBI (LODR)
Regulations, the Independent Directors, in a separate meeting held during the year,
carried out the performance evaluation of the Non-Independent Directors, the Chairperson
of the Company, and the overall functioning of the Board. The feedback and insights
derived from this exercise have been duly considered for strengthening the effectiveness
of the Board and its Committees.
BOARD AND COMMITTEE MEETINGS
The details of meetings of the Board of Directors and its various
Committees, including their composition, are provided in the Corporate Governance Report,
which forms an integral part of this Annual Report. The time gap between two consecutive
meetings was within the statutory limits prescribed under Section 173 of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act,
2013 and the Rules made thereunder, along with Regulation 19 of the SEBI (LODR)
Regulations, the Company has formulated a Remuneration Policy applicable to Directors, Key
Managerial Personnel (KMP), Senior Management, and other employees. The Remuneration
Policy outlines, inter alia, the criteria for appointment and remuneration of Directors,
KMPs, and Senior Management Personnel, as well as the Company's approach to Board
diversity. The Remuneration Policy is available on the Company's website at:
https://www.prudentcorporate.com/investorrelation/CodesandPolicies.
PRUDENT - EMPLOYEE STOCK OPTION SCHEME 2025
(“ESOP 2025” OR “THE SCHEME”)
Pursuant to the approval of the Members accorded at the Annual General
Meeting held on July 31, 2025, the Company adopted the “Prudent - Employee Stock
Option Scheme 2025” (“ESOP 2025” or “the Scheme”), including its
extension to eligible employees of the Company and its wholly owned subsidiary companies.
The Scheme, covering up to 16,50,000 (Sixteen Lakh Fifty Thousand only)
stock options, has been introduced with the objective of retain, motivate and attract
employees by rewarding performance and value creation, to align individual performance
with Company objectives and foster long-term ownership.
The Scheme has been formulated in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SBEB & SE Regulations”). It is administered by the
Nomination and Remuneration Committee (NRC).
During the year under review, the Company granted 1,30,945 (One Lakh
Thirty Thousand Nine Hundred Forty-Five) stock options of face value 75 each to eligible
employees of the Company and its Wholly Owned Subsidiary, as determined by the Nomination
and Remuneration Committee (NRC), in accordance with the approved vesting schedule.
Further, 490 (Four Hundred Ninety) stock options were cancelled and 1,285 (One Thousand
Two
Hundred Eighty-Five) stock options lapsed during the year.
The statutory disclosures as required under the Companies Act, 2013 and
disclosures pursuant to Regulation 14 of the SBEB & SE Regulations, along with a
certificate from the Secretarial Auditors under Regulation 13 of the SBEB & SE
Regulations confirming that the Scheme has been implemented in accordance with the said
Regulations, have been hosted on the Company's website at
https://pru.link/H2czzbkk 0Q The same will also be available for
electronic inspection by the Members during the Annual General Meeting (AGM).The relevant
disclosures as per the applicable accounting standards form part of the notes to the
Standalone and Consolidated Financial Statements of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has in place a Corporate Social Responsibility (CSR)
Policy, which outlines its philosophy and guiding principles for undertaking CSR
initiatives in accordance with the provisions of Sections 134 and 135 of the Companies
Act, 2013. The CSR Policy is available on the Company's website at
https://www.prudentcorporate.com/investorrelation/CodesandPolicies.
The Annual Report on CSR activities for the financial year 2025-26, as
required under Section 134(3)(o) and Section 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 annexed to this Report as Annexure - 1.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES
The information required to be disclosed pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - 2.
STATUTORY AUDITORS
At the 21st Annual General Meeting held on September 26,
2024, the Members re-appointed M/s. Deloitte Haskins & Sells, Chartered Accountants
(Firm Registration No. 117365W) as the Statutory Auditors of the Company for a second term
of four (4) consecutive years, to hold office from the conclusion of the 21st
AGM until the conclusion of the 25th AGM to be held in the financial year 2027-28. The
remuneration payable to the Auditors shall be determined by the Board of Directors in
consultation with the Auditors.
The Statutory Auditors have confirmed that they meet the criteria of
independence as prescribed under the Companies Act, 2013. During the year under review,
the Auditors have not reported any instances of fraud under Section 143(12) of the Act.
COST AUDIT
Pursuant to the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost
records and audit is not applicable to the Company for the financial year 2025-26.
SECRETARIAL AUDITORS
In accordance with the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of SEBI (LODR) Regulations, 2015, at the 22nd Annual General
Meeting, the members were appointed M/s. M.C. Gupta & Co., Practicing Company
Secretaries (COP No. 1028) as the Secretarial Auditors for a period of five (5)
consecutive years, commencing from April 1, 2025 to March 31, 2030 to conduct the
Secretarial Audit of the Company.
The Secretarial Audit Report in the prescribed Form No. MR-3 for the
Financial Year 2025-26 is annexed herewith as Annexure - 3 to this Report.
Further, the Company has submitted its Secretarial Compliance Report
for the year ended March 31, 2026 to the Stock Exchanges in compliance with Regulation 24A
of the SEBI (LODR) Regulations, 2015, confirming adherence to applicable SEBI regulations,
circulars, and guidelines.
SUBSIDIARIES
As on March 31, 2026, the Company has the following wholly owned
subsidiaries:
1) Gennext Insurance Brokers Private Limited;
2) Prutech Financial Services Private Limited;
The Company does not have any associate company or joint venture as
defined under the Companies Act, 2013.
In compliance with Regulation 16(c) of the SEBI (LODR) Regulations, the
Company has adopted a Policy on Determining Material Subsidiary, which is also available
on the Company's website. Based on the audited financial statements for the year
ended March 31, 2026, Gennext Insurance Brokers Private Limited (GIBPL) qualifies as a
material subsidiary of the Company. Policy on Material Subsidiary is uploaded on the
website at https://www.prudentcorporate.com/investorrelation/CodesandPolicies. As per
Regulation 24A of SEBI (LODR) Regulations, the Secretarial Audit Report of GIBPL is
annexed as Annexure - 4.
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 is
annexed herewith as Annexure - 5. Further, contribution of subsidiary to the overall
performance of your Company is provided in Note No. 39 of the Consolidated Financial
Statements.
Financial Statements of the above-mentioned subsidiary companies are
kept open for inspection by the Members at the Registered Office 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 Office or
Corporate Office. 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/CodesandPolicies.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has place a Policy for Prohibition, Prevention &
Redressal of Sexual Harassment at the Workplace in compliance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH Act). In accordance with the Act, the Company has constituted an Internal Complaints
Committee (ICC) to address and redress complaints of sexual harassment across all its
workplaces.
Details of complaints received and resolved during the year under
review are as under:
a) number of complaints pending as on beginning of FY2026: Nil
b) number of complaints of sexual harassment received in FY2026: Nil
c) number of complaints disposed off during FY2026: NA
d) number of cases pending for more than ninety days: NA
MATERNITY BENEFIT
The company is in compliance with respect to the provisions relating to
the Maternity Benefit Act, 1961.
VIGIL MECHANISM / WHISTLE-BLOWER POLICY
Pursuant to the provisions of Section 177 of the Companies Act, 2013
and Regulation 22 of the SEBI (LODR) Regulations, the Company has adopted a Vigil
Mechanism / Whistle Blower Policy and same is uploaded on the website of the Company at
https://www.prudentcorporate.com/investorrelation/CodesandPolicies. The policy provides a
platform for Directors and employees
to report concerns about unethical behaviour, actual or suspected
fraud, or violation of the Company's code of conduct. The mechanism also ensures
adequate safeguards against victimization of individuals who avail the mechanism.
Details of the Vigil Mechanism are also provided 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 effectively mitigating the Company's 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.
The Board affirms that there are no risks which, in its opinion,
threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls
commensurate with the size and nature of its operations. These controls are designed to
ensure the orderly and efficient conduct of business, accuracy of financial records, and
compliance with applicable laws and regulations.
During the year under review, the Internal Auditors assessed the design
and operating effectiveness of key controls, and no material weaknesses were reported. The
Statutory Auditors have also confirmed that the internal financial control system over
financial reporting is adequate and operating effectively.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 134(3)(c) and 134(5) of the Companies Act,
2013, the directors of Company affirm the following in relation to the fiscal year just
concluded:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2026, 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 affairs of the Company as at 31st
March, 2026 and of the profit and loss of the Company for the financial year ended 31st
March, 2026;
(c) they have taken proper and sufficient 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
effectively; 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
effectively.
These confirmations reflect the directors'
commitment to high standards of governance and integrity in the management of the
Company's affairs.
Management Discussion & Analysis Report
In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015
the Management Discussion and Analysis Report for the year under review is presented in a
dedicated section of this report. This analysis is integral to understanding the context
of our financial results and the strategic initiatives undertaken by the Company during
FY2025-26.
Business Responsibility and Sustainability Report
(BRSR)
Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015
the Business Responsibility and Sustainability Report (BRSR) detailing the initiatives
undertaken by the Company included as a part of this Annual Report. Consistent with the
mandates of the SEBI (LODR) Regulations, 2015 this report is also available on the
Company's website for broader access. Stakeholders interested in understanding our
commitment to sustainable business practices and corporate responsibility can view the
BRSR at https://www.prudentcorporate.com/ investorrelation. This accessibility ensures
transparency and provides insights into how our operations align with broader
environmental and social goals.
Corporate Governance Report
The equity shares of the Company are listed on BSE Limited and the
National Stock Exchange of India Limited with effect from May 20, 2022.
Prudent Corporate Advisory Services Limited remains committed to
upholding the highest standards of corporate governance, as laid down under the Securities
and Exchange Board of India (SEBI) regulations and the Companies Act, 2013. The Company
recognizes that good governance is a key driver of sustainable growth and is fundamental
to enhancing stakeholder value. Our governance practices are founded on the principles of
transparency, accountability, integrity, and ethical conduct.
In compliance with Regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on
Corporate Governance forms an integral part of this Annual Report. The report outlines the
Company's governance framework, disclosures, and practices that reflect our continued
commitment to comply with the requirements prescribed by SEBI.
Further, a certificate from M/s. M.C. Gupta & Co., Practicing
Company Secretaries, Ahmedabad, confirming compliance with the conditions of corporate
governance as stipulated under the SEBI (LODR) Regulations, 2015, has been obtained. The
said certificate is annexed to the Corporate Governance Report and forms part of this
Annual Report.
Listing
The Equity Shares of the Company are listed on the National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE), both of which provide nationwide
trading terminals. The Company has duly paid the annual listing fees for the Financial
Year 2026-27 to both NSE and BSE.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of
the Companies Act, 2013, read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the
financial year ended March 31, 2026, is available on the Company's website at
https://www.prudentcorporate.com/investorrelation.
This disclosure reaffirms the Company's commitment to maintaining
transparency and facilitating easy access to statutory information for all stakeholders.
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
Your company, along with its subsidiaries, primarily offers financial
services a sector not traditionally associated with high energy consumption. Despite this,
we continuously explore avenues to reduce our operational carbon footprint, although the
direct impact remains minimal due to the nature of our business activities. 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 effects of global warming and
climate change. The Company carries on its activities in an environment friendly and
energy efficient manner.
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 Company's commitment to delivering seamless customer experience. Further,
steps taken towards Energy Conservation are the result of technology absorption.
C. Foreign exchange earnings and Outgo
The details of foreign exchange earnings and outgo during the financial
year under review are as follows:
(Rs in lakhs)
| Particulars |
2025-26 |
2024-25 |
| Foreign exchange earned |
28.58 |
69.19 |
| Foreign exchange outgo |
17.15 |
12.59 |
During the financial year 2025-26, the Company earned foreign exchange
of k 28.58 lakhs and incurred an expenditure of k 17.15 lakhs in foreign currency. In
comparison, during the previous financial year 2024-25, the Company earned foreign
exchange of k 69.19 lakhs and incurred foreign currency expenditure of k 12.59 lakhs
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 Company's 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 2025-26.
3. During the year under review, the Company has neither entered into
any one-time settlement with any bank or financial institution nor obtained any valuation
in connection therewith.
4. During the year, the Company is not required to avail credit
rating(s) of Securities.
The Company has complied with applicable Secretarial Standards issued
by the Institute of Company Secretaries of India (ICSI).
Material Changes
No material changes or commitments have occurred between the end of the
financial year and the date of this report which would affect the financial position of
the Company.
LOANS TAKEN FROM DIRECTORS OF THE COMPANY
During the year under review, the Company has not availed any loan from
the directors of the company.
IMPLEMENTATION OF CORPORATE ACTION
The Company has not failed to implement any Corporate Actions within
the prescribed timelines during the financial year.
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. Kunal Amrishbhai Chauhan, Company
Secretary and Compliance Officer |
| Email Address |
1) CS@prudentcorporate.com |
|
2) Kunal.chauhan@prudentcorporate,com |
(D) Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid
account upto March 31, 2026 and the corresponding shares, which are liable to be
transferred to the IEPF, and the due dates for such transfer:
| Sr. No. |
Type of Dividend |
Date of declaration of Dividend |
Due date of transfer of Unpaid and Unclaimed
Dividend to IEPF |
| 1 |
Final Dividend (FY 2021-22) |
September 29, 2022 |
October 31, 2029 |
| 2 |
Final Dividend (FY 2022-23) |
August 29, 2023 |
September 30, 2030 |
| 3 |
Final Dividend (FY 2023-24) |
September 26, 2024 |
November 01, 2031 |
| 4 |
Final Dividend (FY 2024-25) |
July 31, 2025 |
September 5, 2032 |
(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 made in this Report and in the Management Discussion &
Analysis Report describing the Company's objectives, expectations, or forecasts may
be forward-looking in nature. Actual results may differ materially due to various factors
including changes in government regulations, tax regimes, economic conditions, and other
external influences.
ACKNOWLEDGEMENT
The Board of Directors places on record its sincere appreciation for
the continued support and cooperation received from shareholders, investors, clients,
MFD(s), business partners, and all stakeholders during the year under review.
The Board also extends its gratitude to the Securities and Exchange
Board of India (SEBI), BSE Limited, National Stock Exchange of India Limited (NSE), the
Ministry of Corporate Affairs (MCA), and other statutory and regulatory authorities for
their valuable guidance and continued support.
The trust and confidence placed in the Company by its clients and
stakeholders have been instrumental to its success.
The Board further acknowledges the dedication, commitment, and efforts
of all employees across the Company and its subsidiaries, whose contributions have been
vital in achieving sustainable and profitable growth. The role of MFDs and other
professionals in furthering the Company's mission is also gratefully recognized.
We look forward to your continued support and encouragement as we
strive toward our future goals.
|
For and on behalf of the Board |
|
Prudent Corporate Advisory Services Limited |
|
Sanjay Rameshchandra Shah |
| Date: June 30, 2026 |
Chairman and Managing Director |
| Place: Ahmedabad |
DIN: 00239810 |
