Your directors are pleased to present the 16th Annual Report of
the Company along with the Audited Financial Statements for the
financial year ended on March 31,2025.

Pursuant to the Composite Scheme of Arrangement, sanctioned
by Hon'ble NCLT Ahmedabad Bench, vide an order dated August
30, 2024 read with corrigendum order dated September 11,2024,
Deep Energy Resources Limited ("Transferor Company 1"), and
Savla Oil and Gas Private Limited ("Transferor Company 2") have
been reverse merged into Prabha Energy Limited ("Transferee
Company") alonwith their respective shareholders and creditors
in accordance with the provisions of section 230 to 232 of the
Companies Act, 2013, and other applicable laws including the

rules and regulations ("Scheme") with effect from the appointed
date as 01st April, 2022.

Therefore the Audited Consolidated Financial Statement for the
fiscal 2024 (comparative period) have been restated to provide the
requisite impact of the Scheme as required under Ind AS.

As an integral part of the Scheme, the company was converted
from a Private Limited Company to an Unlisted Public Limited
Company vide Certificate of Incorporation dated 23rd July, 2024.
Consequently, the Company's Equity Shares got listed on both NSE
and BSE, with effect from March 19, 2025.

FINANCIAL RESULT

The Financial Statements of the Company have been prepared
in accordance with the Indian Accounting Standards (Ind AS) as
defined in the Companies Act, 2013, read with rules made there
under. The financial performance of the Company for the financial
year ended on March 31,2025, is summarized below:

Furthermore, the Company anticipates the commencement of
commercial production of Natural Gas within the current financial
year. As a result, a significant improvement in both revenue and
profitability is expected from this fiscal year onward.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

Pursuant to the order of NCLT dated August 30, 2024 read with
corrigendum order dated September 11, 2024, the following
Two Subsidiaries of Transferor Company-1 stand transferred and
became the subsidiary of the Company;

Indian Subsidiary:

i. Deep Natural Resources Limited (Material Unlisted Subsidiary
Company)

Foreign Subsidiary:

ii. Deep Energy LLC (Wholly Owned Subsidiary)

Therefore, On March, 2025, the Company had 2 subsidiaries
and there has been no material change in the nature of the
business of the subsidiaries. There are no associates or joint
venture companies within the meaning of Section 2(6) of the
Companies Act, 2013 ("the Act").

The Consolidated Financial Statements presented by the
Company include financial results of its subsidiary companies,
which will be kept open for inspection at the Registered
Office of the Company.

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of financial
statements of the Company's subsidiaries in Form No. AOC-1
is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the
Act, the financial statements of the Company, consolidated
financial statements along with relevant documents
and separate audited financial statements in respect of
subsidiaries, are available on the Company's website at
https://prabhaenergy.com/financial-results-of-subsidiary-
company/

The policy relating to Material Subsidiaries as approved by
the Board may be accessed on the Company's website.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Ind AS-110 on Consolidation of Financial
Statements and as provided under the provisions of the Companies
Act, 2013 [hereinafter referred to as "Act"] read with Schedule III
to the Act and Rules made thereunder and Accounting Standards
and regulation as prescribed by Securities and Exchange Board
of India (SEBI) under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Audited Consolidated
Financial Statements are provided in the Annual Report, which
shows the financial resources, assets, liabilities, income, profits and
other details of the Company and its subsidiaries after elimination
of minority interest, as a single entity.

The Consolidated Financial Statements have been prepared on the
basis of the Audited Financial Statements of the Company and its
Subsidiary Companies, as approved by their respective Board of
Directors.

Pursuant to the provisions of Section 136 of the Companies Act,
2013, the Financial Statements of the Company, the Consolidated
Financial Statements along with all relevant documents and the
Auditor's Report thereon form part of this Annual Report.

The Financial Statements as stated above are available on the
website www.prabhaenergy.com of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section
134(5) of the Companies Act, 2013, the Board of Directors confirms
that to the best of its knowledge and ability::

a. In the preparation of the Annual Accounts, the applicable
accounting standards had been followed and there are no
material departures;

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 at the end of financial
year and of the loss of the Company for the financial year
ended March 31,2025;

c. They have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting
fraud and other irregularities;

d. They have prepared the 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 are operating effectively; and

f. They have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

DIVIDEND

In light of the Company's planned capital expenditures and
absence of profit, no dividend has been recommended on the
equity shares of the Company for the financial year by the Board
of Directors.

Unclaimed dividend amounting to ? 1.20 Lakhs pertaining to
FY 2016-17 of erstwhile Deep Energy Resources Limited is in the
process of being transferred to Investor Education & Protection
Fund (IEPF) established by the Central Government, while
Unclaimed Dividend relating to Financial Year 2017-18 is due for
transfer on October 30, 2025 to IEPF.

RESERVES

The closing balance of the retained earnings of the Company for FY
2025 after all appropriation and adjustments stood at ? 42,320.86
Lakhs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2025, the Company has 6 (Six) Directors out of which
3 (Three) are Executive Directors and 3 (Three) are Independent
Directors (including 2 (Two) Women Independent Directors).

Appointment and Re-appointment:

Mr. Vishal Gautambhai Palkhiwala was appointed as Executive
Director of the Company by the Board at its Meeting held on
05th August, 2022 for a period of 3 years i.e. 05th August, 2022,
which was further approved by shareholders at its 13th Annual
General Meeting held on 30th September, 2022. Based on the
recommendation of Nomination and Remuneration Committee
("NRC"), and in terms of the provisions of the Act, the Board of
Directors at its meeting held on May 13, 2025 has recommended
to the Board that his continued association as Director of the
Company would be beneficial to the Company and to re-appoint
him as a Director (Executive), for a period of 3 (Three) years with
effect from August 05, 2025 on terms and conditions including
remuneration as approved by the Nomination and Remuneration
Committee and Board.

Further, on recommendation of Audit Committee and Nomination
and Remuneration Committee, the Board had appointed Mr.
Vishal Gautambhai Palkhiwala as the Chief Financial Officer of the
company with effect from 02nd August, 2024.

Based on the recommendation of Nomination and Remuneration
Committee ("NRC"), and in terms of the provisions of the Act, the
Board of Directors appointed Mr. Narayanan Sadanandan (DIN:
07263104) as an Additional Director(Non-Executive- Independent)
of the Company effective from May 13, 2025. Further, in accordance
with the provisions of Section 149 read with Schedule IV to the
Act and applicable SEBI Listing Regulations, a resolution seeking
Member's approval for his appointment forms part of the Notice
for the ensuing AGM to appoint him as the Independent Director
designated as "Non-Executive Director" of the Company not liable
to retire by rotation, for a term of five years commencing from May
13, 2025 to May 12, 2030, subject to approval of the Members at
this Annual General Meeting ("AGM"). In the opinion of the Board,
Mr. Narayanan Sadanandan is a person of integrity and fulfils
requisite conditions as per applicable laws and is independent of
the management of the Company.

During the year under review, the Board of Directors on
recommendation of the Nomination and Remuneration Committee
appointed Mrs. Nikita Agarwalla as Company Secretary and
compliance officer w.e.f October 01,2024.

Pursuant to the provisions of Section 203 of the Act, Mr. Shail Manoj
Savla, Managing Director, Mr. Vishal Gautambhai Palkhiwala, Chief
Financial Officer and Mrs. Nikita Agarwalla, Company Secretary, are
the KMPs of the Company as on March 31,2025.

Retirement by Rotation:

In accordance with the Articles of Association and the relevant
provisions of the Companies Act, 2013, Mr. Shail M. Savla,
Managing Director of the Company retires by rotation at this
Annual General Meeting and being eligible, has offered himself for
re-appointment. The Board recommends his re-appointment for
the approval of the Shareholders of the Company.

Cessation/Resignation:

During the Current Year, Ms. Priyanka K Gola Independent Director
has resigned from the Board of the Company with effect from April
24, 2025, due to elsewhere professional commitments. Further, Ms.

Priyanka K Gola has in her Resignation letter confirmed that, there
were no other material reasons for her resignation.

The Board places on record its appreciation for Ms. Priyanka K Gola
for the valuable contribution provided to the Company.

COMMITTEE OF THE BOARD

To comply with the requirements on listing, the Company has
constituted the Committee(s) at the meeting of the Board of
Directors held on 09th November, 2023 and reconstituted the same
on August 02, 2024. The details of the composition of the Audit
Committee and other various Committee(s), including Nomination
and Remuneration Committee and Stakeholder's Relationship
Committee, the number of meetings held and attendance of the
committee members are provided in the Corporate Governance
Report, which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that each of
them meets the criteria of independence as provided in Section
149(6) of the Act along with Rules framed thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations and they have
registered their names in the Independent Directors' Databank.
There has been no change in the circumstances affecting their
status as independent directors of the Company. The Independent
Directors are in compliance with the Code of Conduct prescribed
under Schedule IV of the Companies Act, 2013 and the Code of
Business Conduct adopted by the Company.

During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, commission and reimbursement
of expenses, if any.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

In compliance with the requirements of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the
Company has formulated a policy to familiarize the Independent
Directors with the Company and the details of Familiarization
Program are provided in the Corporate Governance Report and also
available on the website of the Company at www.prabhaenergy.
com in the investor section. The Company shall ensure to provide
familiarization programme during FY 2025-26 in accordance with
SEBI Listing Regulation.

SHARE CAPITAL

As per the order of Hon'ble NCLT, Ahmedabad Bench, the
Authorised Share Capital after considering consolidation of the
authorised share capital of the Transferor Company 1 and the
Transferor Company 2 with the authorised share capital of the
Transferee Company stand enhanced to ? 64,07,48,700 (Indian
Rupees Sixty Four Crore Seven Lakh Forty Eight Thousand and
Seven Hundred), comprising into 58,81,48,100 (Fifty Eight Crore
Eighty One Lakh Forty Eight Thousand and One Hundred) Equity
Shares of face value of ? 1 (Indian Rupee One) each and 52,60,060
(Fifty Two Lakh Sixty Thousand and Sixty) Preference Shares having
face value of ? 10 (Indian Rupees Ten) each.

A. Issued And Paid-Up Share Capital

As an integral part of the Scheme of Arrangement,

a) The face value of the equity share of the Company has
been sub-divided from ?10 to ?1 each without any
further act;

b) Issued and allotted bonus shares of 10 (Ten) Equity
Shares of ? 1 (Indian Rupee One) for 1 (One) Equity
Shares of ? 1 (Indian Rupee One) as fully paid shares;

c) the Share Capital amounting to ?21,17,96,990
which includes 195866990 equity shares of ?1 each
and 1593000 Non 10% (Div) Non Cumulative, Non
Participative, Redeemable, Non Convertible Preference
Shares (NCRPS) of ? 10 each stands entirely cancelled
automatically and reduced in terms of section 66 of the
Companies Act, 2013;

d) Issued and allotted an aggregate of 136905531 Equity
Shares of face value of ? 1 each of the Company,
credited as fully paid up, including 6024 Equity Shares
as fractional shares to the respective shareholders of the
Transferor Company 1 and Transferor Company 2 whose
names appeared in the register of members as on the
Record Date i.e. September 25, 2024.

The Paid up Equity Share Capital as of the Company stands to
? 13,69,05,531 Lakhs.

During the year under review, except as mentioned above
the Company has neither issued shares with differential
rights as to dividend, voting or otherwise nor issued shares
(including sweat equity shares) to the employees or Directors
of the Company, under any Scheme. The Company has not
issued any convertible instrument during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE
OF THE REPORT

There are no material changes and commitments affecting the
financial position of the Company between the end of the financial
year and the date of this report

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company,
during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits from
the public within the meaning of Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposits) Rules,

2014 during the financial year under review.

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

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in
the Notes to the Financial Statements.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31,2025 is available on the website of
the Company i.e. www.prabhaenergy.com in the investor section.

BOARD MEETINGS

During the year, 11 (Eleven) meetings of the Board of Directors
were held, as required under the Companies Act, 2013. The details
of the number of Board meetings held and attendance of Directors
are provided in the Corporate Governance Report, which forms
part of this Report.

During the year under review, the Company has complied
with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) and notified by the Ministry of
Corporate Affairs.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established and implemented a process-driven
framework for Internal Financial Controls (IFC), in accordance with
the explanation to Section 134(5)(e) of the Companies Act, 2013..
For the year ended March 31, 2025, the Board is of the opinion
that the Company has sound IFC system, commensurate with
the nature and size of its business operations and is operating
effectively, with no material weakness observed.

BOARD EVALUATION

The Company has adopted the policy for evaluation of the
performance of the Board, its committees and individual directors
in order to comply with the requirement under the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015 as the Company is in
the process of listing and hence evaluation of the performance of
the Board and its Committees will be carried out for the current
financial year.

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 SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after
seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of
committee meetings, etc.

The above criteria are broadly based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of
India. In a separate meeting of Independent Directors, performance
of Non Independent Directors, the Board as a whole and Chairman
of the Company was evaluated, taking into account the views of
Executive and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual
directors on the basis of criteria such as 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.

At the Board meeting that followed the meeting of the
Independent Directors and meeting of NRC, the performance
of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of Independent Directors was
done by the entire Board.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has adopted a policy for selection and appointment
of Directors, Senior Management and their remuneration in
order to comply with the requirement under the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. Brief information about
Remuneration Policy is provided in the Corporate Governance
Report which forms part of Annual Report.. The Nomination and
remuneration policy is available on the website of the Company at
https://prabhaenergy.com/policies-and-statutory-data/

RISK MANAGEMENT:

The Company actively manages, and monitors the principal
risks and uncertainties that could impact its ability to achieve its
strategic and operational objectives. At present the company has
not identified any element of risk which may threaten the existence
of the company. Discussion on risks and concerns are covered in
the Management Discussion and Analysis Report, which forms
part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Whistle Blower Policy to deal with
instance of unethical behaviour, actual or suspected fraud or
violation of the Company's code of conduct, if any. Further,
the mechanism adopted by the Company encourages the
whistleblower to report genuine concerns or grievances and
provide for strict confidentiality, adequate safeguards against
victimization of whistleblower who avails of such mechanism
and also provides for direct access to the Chairman of the Audit
Committee, in appropriate cases. The Whistle Blower Policy is
posted on the website of the Company under investor section

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of section 135(5) of the Companies Act,
2013 (the Act) read with Rule 2(1)(f) of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Company is required to
spend at least 2% ofthe average net profits (determined under section
198 of the Companies Act, 2013) made during the immediately
three financial years towards CSR Expenditure. However, since the
company does not fall under the threshold limits prescribed for the
applicability of CSR obligation under section 135 of the Companies
act 2013, the Company is not required to constitute a Corporate
Social Responsibility Committee and also not required to spend
any amount on CSR activities for Financial Year 2024-25. Hence
forth the disclosure required under Section 135 of the Companies
Act, 2013 read with the rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not appended to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE
WITH RELATED PARTIES

During the year under review, all the related party transactions
were in the ordinary course of business and on arm's length basis.

Therefore, the disclosure in Form AOC-2 pursuant to compliance
of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014 is not required. There were
no material significant related party transactions with any of the
related parties that may have potential conflict with the interest of
the Company at large.

The disclosures as required in IND-AS are provided in relation
to transactions with related parties which are forming the
part of the notes to financial statement. The policy on Related
Party Transaction is available on the website of the Company
www.prabhaenergy.com.

AUDITORS

A. Statutory Auditors

M/s Mahendra N. Shah & Co., Chartered Accountant (Firm
Registration No 105775W), Chartered Accountants, were
appointed as the Statutory Auditors of the Company for
the period of five (5) years from the conclusion of the 13th
Annual General Meeting held on 30th September, 2022 to
conduct the statutory audit from financial year 2022-23 to
financial year 2026-27.

Explanation or Comments by the Board of Directors on
Every Qualification, Reservation or Adverse Remark or
Disclaimer Made By the Auditors in Audit Report

The Auditors' Report for financial year 2024-25 forms part of
this Annual Report and does not contain any qualification,
reservation or adverse remark or disclaimer which requires
the clarification of the Management of the Company.

B. Secretarial Auditors

The Board has appointed M/s. RPSS & Co, Practicing Company
Secretaries, as Secretarial Auditors of the Company to carry
out Secretarial Audit of the Company for the financial year
2024-25, pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 at its
meeting duly held on November 23, 2024.

Further, pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The
Secretarial Audit Report for the financial year ended March
31, 2025 is annexed herewith as Annexure - A, which forms
part of this report.

Further, as per Regulation 24(A) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015, the
Secretarial Audit Report of the material unlisted subsidiary of
the Company for the financial year ended March 31, 2025 is
annexed herewith as Annexure - A.1

Further, the board has recommended the members of the
Company for appointing M/s. RPSS & Co, Practicing Company
Secretaries, Ahmedabad, a peer reviewed firm as the
Secretarial Auditors of the Company for a period of five (5)
years, commencing on April 01,2025, until March 31,2030.

Explanation or Comments by the Board of Directors on
Every Qualification, Reservation or Adverse Remark or
Disclaimer Made By the Auditors in Audit Report

The Secretarial Audit Report for the Year ended on March
31, 2025 contains a remark that Ms. Priyanka K Gola, who
was appointed as an Independent Director, exceeded the
permissible limit on the number of directorships she could
hold after the Company got listed on March 19, 2025

Upon this matter coming to the Company's notice, the same
was immediately brought to the attention of Ms. Priyanka K
Gola. Subsequently, she tendered her resignation from the
Board, which became effective from April 24, 2025.

The Board of Directors confirms that the said non-compliance
was unintentional and occurred inadvertently. Upon its
discovery, prompt corrective measures were taken to ensure
full compliance with the applicable regulatory requirements.

C. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014,
the Company has appointed M/s. Manubhai & Shah LLP,
Chartered Accountants (FRN: 106041W/W100136), as
Internal Auditor in the Board of Directors' meeting held on
October 01,2024, to conduct Internal Audit for the financial
year 2024-25.

REPORTING OF FRAUD BY AUDITORS

The Auditors of the Company have not reported any instances of
fraud committed during the FY 2024-25, against the Company by
its officers or employees as specified under section 143(12) of the
Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required
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 is given in an Annexure
and forms part of this report. In terms of Section 136(1) of the
Companies Act, 2013, the Report and Audited Accounts are being
sent to the members excluding the aforesaid Annexure. Any
member interested in obtaining a copy of the Annexure may write
to the Company Secretary at the registered office of the Company
for a copy of it.

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 of the Companies (Accounts) Rules, 2014 is annexed as
Annexure - B, which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year ended
on March 31,2025, as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 is annexed herewith as Annexure - C, which
forms part of this report.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations
2015, a report on Corporate Governance for the financial year
ended March 31, 2025 along with Certificate from Practicing
Company Secretary confirming compliance of conditions of
Corporate Governance is annexed herewith as Annexure - D,
which forms part of this report.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules,
2014, as amended from time to time, the Company is not required
to maintain the Cost Records and Cost Accounts. Hence, the
appointment of Cost Auditors is not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS OF THE COMPANY.

The Hon'ble National Company Law Tribunal (NCLT), Ahmedabad
Bench, has sanctioned the Composite Scheme of Arrangement
amongst Deep Energy Resources Limited ("Transferor Company
1"), Savla Oil and Gas Private Limited ("Transferor Company 2") and
Prabha Energy Private Limited ("Transferee Company") and their
respective shareholders and creditors, under Sections 230-232 of
the Companies Act, 2013, vide an order dated August 30, 2024.
This was followed by a corrigendum order dated September 11,
2024 and the company received the certified copy of the order on
September 20, 2024.

Apart from the above, no significant or material orders were passed
by the Regulators or Courts or Tribunals which impact the going
concern status of the Company and its future operations.

INSURANCE

Our business operations involve risks, which if not insured,
could adversely affect our business and results of operations.
We maintain insurance coverage that we consider customary in
the industry against certain of the operating risks. Our insurance
policies include fire insurance, Director's and Officer's (D & O)
insurance, marine cargo open Insurance, employee's life insurance
and comprehensive insurance. We believe that our current level
of insurance is adequate for our business and consistent with
industry practice.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,
2013

The Company believes that the women employees should have
the opportunity to work in an environment free from any conduct
which can be considered as a Sexual Harassment. The Company is
committed to treating every employee with dignity and respect,
fosters to create a workplace which is safe and free from any act of
Sexual Harassment.

The Company has a policy on 'Prevention of Sexual Harassment
at the Workplace' as per the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and Rules made thereunder ('POSH Act & Rules').

The following is a summary of sexual harassment complaints
received and disposed of during the financial year 2024-25.

No. of complaints of sexual harassment received in the year : Nil
No. of complaints disposed off during the year : Nil

No. of complaints pending for more than ninety days : Nil

Your Directors state that during the year under review, there were
no complaints relating to sexual harassment nor any cases filed
pursuant to the said Act.

LISTING OF SHARES

The Equity Shares of the Company has been listed on The National
Stock Exchange of India Limited (NSE) and Bombay Stock Exchange
(BSE) with effect from March 19, 2025.

GENERAL DISCLOSURE

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

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

b. Issue of sweat equity shares.

c. Issue of equity shares with differential rights as dividend,
voting or otherwise.

d. Issue of employee stock options scheme.

e. No applications were made or proceeding is pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year.

f. There has been no instance of valuation done for settlement
or for taking loan from the Banks or Financial Institutions.

DESIGNATED PERSON FOR FURNISHING INFORMATION AND
EXTENDING CO-OPERATION TO REGISTRAR OF COMPANIES
(ROC) IN RESPECT OF BENEFICIAL INTEREST IN SHARES OF THE
COMPANY:

Mrs. Nikita Agarwalla, the Company Secretary & Compliance
Officer of the Company is the designated person responsible for
furnishing information and extending cooperation to the ROC in
respect of beneficial interest in the Company's shares.

WEBSITE

Your Company maintains a website www.prabhaenergy.com
whereby all the detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015
has been provided.

ACKNOWLEDGEMENTS

Your directors' places on record their sincere thanks to the
Customers, Vendors, Stakeholders, Banks, Regulatory Bodies,
Financial Institutions, Employees and other Business Associates
who have extended their valuable sustained support and
encouragement during the year under review.

Your directors take this opportunity to recognize and place on
record their gratitude and appreciation for the commitment
displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every
stakeholder in the future.

For and on behalf of the Board

sd/- sd/-

Prem Singh Sawhney Shail Manoj Savla

Place: Ahmedabad Chairman & Director Managing Director

Date: 13.05.2025 DIN: 03231054 DIN: 08763064

1

Restated Pursuant to Scheme of Amalgamation
PERFORMANCE OF COMPANY

On a consolidated basis, the revenue from operations for FY 2025 was ? 394.67 Lakhs, higher by 41.71% over the previous year's revenue
from operations of ? 278.51 Lakhs. On a standalone basis, the revenue from operations for FY 2025 was ? 157.75, higher by 194.09% over
the previous year's revenue from operations of ? 53.64 Lakhs.

On Consolidated basis, the loss was ? 139.55 Lakhs in FY 2025 as compared to loss of ? 94.65 Lakhs in the previous year. On a standalone
basis, the loss was ? 156.48 Lakhs in FY 2025 as compared to loss of ? 104.81 Lakhs in the previous year.

The Board of Directors reaffirms its commitment to driving sustained growth and enhancing the overall performance of the Company in
the forthcoming financial years, in the best interests of all stakeholders.