To,

The Members,

Ahmedabad.

Dear Members,

Your Directors are pleased to present the 17th Annual Report of the Company along with the Audited Financial Statements for the financial year ended on March 31,2026.

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as defined under the Companies Act, 2013, read with rules made there under. The financial performance of the Company for the financial year ended on March 31,2026, is summarised below:

(Rs. in Lakhs)

During the financial year under review, the Company's Standalone revenue from operations increased significantly to Rs.447.12 Lakhs as against Rs.157.75 Lakhs in the previous financial year, while consolidated revenues from operations increased to Rs. 610.89 Lakhs as compared to Rs. 394.67 Lakhs in the previous year.

The Company reported a Standalone Profit after Tax of Rs.47.32 Lakhs during the year as against a loss of Rs.156.48 Lakhs in the previous financial year. On a consolidated basis, the Company reported a Profit after Tax of Rs.61.04 Lakhs as against a loss of Rs.139.55 Lakhs in the previous financial year.

The improvement in the financial performance reflects the Company's continued focus on strengthening its operations and improving overall efficiency. Your Directors remain committed to sustaining this momentum and enhancing the Company's operational and financial performance in the coming financial years, thereby creating long-term value for all stakeholders.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, which forms part of this report.

As on March 31,2026, Deep Energy LLC is the subsidiary Company of the Company. There has been no material change in the nature of business of the subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

During the Financial Year under review, the Company disinvested its investment in Deep Natural Resources Limited and consequently

it ceased to be the subsidiary Company of the Company with effect from December 02, 2025.

A report on the financial position of the subsidiary as per the Act as provided in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with relevant documents and separate audited financial statements in respect of its subsidiary, are available on the website of the Company at www.prabhaenergy.com/investors.

As on March 31,2026, the Authorised Share Capital of the Company stands at Rs. 64,07,48,700 (Rupees Sixty Four Crore Seven Lakh Forty Eight Thousand and Seven Hundred), comprising 58,81,48,100 (Fifty Eight Crore Eighty One Lakh Forty Eight Thousand and One Hundred) Equity Shares of face value of Rs. 1 (Indian Rupee One) each and 52,60,060 (Fifty Two Lakh Sixty Thousand and Sixty) Preference Shares having face value of Rs. 10 (Indian Rupees Ten) each.

During the Financial Year 2025-26, the Company has not issued any equity shares, securities/instruments convertible into equity shares, sweat equity shares or equity shares with differential rights. The Company has also not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

In light of the Company's planned capital expenditures, 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 Rs. 1.20 Lakhs pertaining to FY 2016-17 and Rs. 1.62 Lakhs pertaining to FY 2017-18 was transferred to Investor Education & Protection Fund (IEPF) established by the Central Government.

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2026. The entire balance of the net profit after tax has been retained in the Profit and Loss Account as surplus.

In order to comply with the Minimum Public Shareholding ("MPS") requirements prescribed by the Securities and Exchange Board of India ("SEBI") and to optimize its capital structure, the Company launched a Rights Issue on March 20, 2026, to raise Rs.139.21 Crores through the issuance of 96,67,258 partly paid-up equity shares having a face value of Rs.1 each, at an issue price of Rs.144 per equity share (including a securities premium of Rs.143 per equity share), in the ratio of 5 partly paid-up Rights Equity Shares for every 14 fully paid-up equity shares held by the eligible shareholders.

Pursuant thereto, 96,67,258 partly paid-up equity shares were allotted on April 07, 2026, and were subsequently listed on BSE Limited and the National Stock Exchange of India Limited. Under the structured payment timeline, the Company successfully collected

the Application Money of Rs.48.96 per share on application, followed by the First Call Money of Rs.47.52 per share in June 2026.

The Second and Final Call of Rs.47.52 per share is scheduled for payment between July 28, 2026, and August 11,2026 (Record Date: July 9, 2026), following which the shares will transition to fully paid- up status, thereby aligning the Company's shareholding structure with regulatory public float norms.

During the year, Five (5) 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 an integral 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.

^ Mrs. Priyanka K Gola, Non-Executive Independent Director has resigned from the Board of the Company with effect from April 24, 2025, due to other professional commitments. Further, she has confirmed in her resignation letter that there were no other material reasons for her resignation except as stated therein.

^ Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Narayanan Sadanandan as an Additional Director (Non Executive -Independent) of the Company with effect from May 13, 2025, pursuant to Section 161(1) of the Companies Act, 2013, read with the Articles of Association of the Company.

Subsequently, the Members of the Company approved his appointment as a Non Executive - Independent Director, not liable to retire by rotation, for a term of five consecutive years, with effect from May 13, 2025, by passing of special resolution on August 08, 2025, pursuant to provisions of Section 149 read with Schedule IV and other applicable provisions of the Companies Act, 2013.

^ Mr. Navin Chandra Pandey, Non-Executive Independent Director has resigned from the Board of the Company with effect from September 12, 2025, due to his health constraints. Further, he has confirmed in his resignation e-mail that there were no other material reasons for his resignation except as stated therein.

^ Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mrs. Shivangi Digant Shah as an Additional Director (Non Executive -Independent) of the Company with effect from November 04, 2025, pursuant to Section 161(1) of the Companies Act, 2013, read with the Articles of Association of the Company.

Subsequently, the Members of the Company approved her appointment as a Non Executive - Independent Director, not liable to retire by rotation, for a term of five consecutive years, with effect from November 04, 2025, by way of special resolution passed through postal ballot on January 30, 2026, pursuant to provisions of Section 149 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

^ Mr. Shail Manoj Savla, Managing Director has resigned from the Board of the Company with effect from December 31, 2025, due to personal reason being pre-occupation and paucity of time. Further, he has confirmed in his resignation letter dated December 26, 2025 that there were no other material reasons for his resignation except as stated therein.

^ Based on the recommendation of the Nomination and Remuneration Committee and pursuant to Section 161(1) of the Companies Act, 2013, read with the Articles of Association of the Company, the Board of Directors appointed Mr. Shanil Paras Savla as an Additional Director of the Company with effect from January 01,2026.

Subsequently, the Members of the Company, by way of ordinary resolution passed through postal ballot on January 30, 2026, approved his appointment as a Director, liable to retire by rotation, with effect from January 01, 2026. On the same day, the Members of the Company, by passing of special resolution, approved his appointment as the Managing Director of the Company for a period of 3 (three) years with effect from January 01, 2026, pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013.

^ On the recommendation of the Nomination & Remuneration Committee, the Board of Directors had re-appointed Mr. Prem Singh Sawhney as the Director (Executive, Professional) of the Company with effect from February 20, 2027, for a period of 3 (three) years. A proposal for his appointment is placed before the Members for approval at the ensuing AGM.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Prem Singh Sawhney retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The term of office of Mr. Prem Singh Sawhney as the Director of the Company shall be subject to retire by rotation.

^ On the recommendation of the Nomination & Remuneration Committee, the Board of Directors had re-appointed Ms. Shaily Jatin Dedhia as a Director (Non-Executive, Independent) of the Company with effect from June 27, 2027, for the second term of five consecutive years. A proposal for her appointment is placed before the Members for approval at the AGM.

Mrs. Dedhia fulfils the criteria of independence under Regulation 16(1)(b) and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and Section 149(6) of the Act, 2013.

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have submitted declarations stating that each of them fulfill 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. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

None of the Company's directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other authority.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving sitting fees for the purpose of attending meetings of the Board and its committees. For more details about the directors, please refer to the Corporate Governance Report which forms an integral part of this report.

During the year under review, apart from the changes mentioned above there were no other changes in the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026 are as under:

• Mr. Shanil Paras Savla - Managing Director

• Mr. Vishal G Palkhiwala - Director & Chief Financial Officer

• Mrs. Nikita Agarwalla - Company Secretary

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 belief:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2026, 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 profit of the Company for the financial year ended March 31,2026;

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 for the financial year ended March 31,2026 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.

The Board of Directors has carried out an annual evaluation of its own performance, performance of Board committees and that of individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board, its committees and individual directors was evaluated by the Board after seeking inputs from all directors on the basis of criteria established on the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017, such as the board / committee composition and structure, effectiveness of board processes / committee meetings, information and functioning, etc. In a separate meeting of the Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of the Executive Director and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings, like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of the Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the website of the Company www.prabhaenergy.com. The weblink is https://prabhaenergy. com/policies-and-statutory-data/.

The Board of Director has constituted various Committees(s) pursuant to the requirements of the Companies Act, 2013 read with the rules framed there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of the composition of the Audit Committee and other various Committee(s), including Nomination and Remuneration Committee, Stakeholder's Relationship Committee and Risk Management Committee, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms an integral part of this Report.

The details of the Audit Committee, including its composition, terms of reference, attendance, etc., are included in the Corporate Governance Report, which forms a part of this Integrated Annual Report. The Board has accepted all the recommendations of the Audit Committee.

The Board of Directors of the Company has formed a Risk Management Committee for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises enhanced oversight in the area of financial risks and controls. Major risks identified by businesses and functions are proactively managed through ongoing mitigating measures.

Further information on development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

For more details on the key risks identified and mitigation plans, please refer to the Risk Management section of this Integrated Annual Report.

The provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company during the Financial Year 2025-26, as the Company does not meet the threshold criteria prescribed under the said provisions. Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee or undertake any Corporate Social Responsibility (CSR) activities during the year under review.

Consequently, the disclosures required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable and, therefore, have not been included in this Annual Report.

All related party transactions entered into during the financial year were in the ordinary course of business and on an arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on Related Party Transactions ('RPT Policy') which can be accessed on the Company's website at https://prabhaenergy.com/policies-and- statutory-data/.

All related party transactions are placed before the Audit Committee for review and approval. Omnibus approval is obtained from the

Audit Committee for repetitive transactions, wherever applicable, and the transactions are reviewed by the Audit Committee on a periodic basis.

During the financial year under review, the Company did not enter into any contracts or arrangements with related parties requiring disclosure in Form AOC-2 under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, Form AOC-2 does not form part of this Report.

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.

The Auditors' Report for financial year 2025-26 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.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, for the year under review.

M/s RPSS & Co., Practicing Company Secretary, Ahmedabad (P/R No. 3804/2023), was appointed as the Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 by the shareholders of the Company at the 16th Annual General Meeting of the Company.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2026 is attached to this Report as Annexure-A. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Pursuant to the provision 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 May 14, 2026, to conduct Internal Audit for the financial year 2026-27.

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.

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 of the said annexure.

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 integral part of this Integrated Annual Report.

As per SEBI Listing Regulations, the Corporate Governance Report along with the Auditors' Certificate thereon, and the Management Discussion and Analysis Report forms part of this Integrated Annual Report. As per Regulation 34 of the SEBI Listing Regulations, BRSR is also forming part of this Integrated Annual Report.

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

There are no material events between the end of the financial year and the date of this Report which have a material impact on the financials of the Company.

Subsequent to the close of the financial year, the Company successfully completed the allotment , listing and trading of partly paid-up equity shares pursuant to its Rights Issue and also completed the First Call on such shares. The detailed terms, progress and other particulars of the Rights Issue are provided under the section "Right Issue of Partly Paid-up Equity Shares" forming part of this integrated Annual Report.

Except as stated above, there were no other material events occurring between the end of the financial year and the date of this Report which have a material impact on the financial position of the Company.

The details on Internal Financial Control systems and Report adequacy are provided in Management Discussion and Analysis, which forms part of this report.

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

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.

During the financial year under review, the Company did not grant any loans or provide any guarantees or securities or made any investments under Section 186 of the Companies Act, 2013.

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

As per the requirements of Section 134(3)(a) read with Section 92(3) of the Act and the rules framed thereunder, including any statutory modifications / amendments thereto for the time being in force, the Annual Return for FY 2025-26 is available on https:// prabhaenergy.com/annual-report/

The Company has adopted Vigil Mechanism / Whistle Blower policy to provide a formal mechanism for the directors and employees to disclose their concerns and grievances on unethical behavior and improper/illegal practices and wrongful conduct taking place in the Company for appropriate action. Through this mechanism, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith. It is hereby affirmed that no personnel have been denied access to the Audit Committee. The Vigil Mechanism / Whistle Blower policy has been placed on the website of the Company www.prabhaenergy.com.

The weblink is https://prabhaenergy.com/policies-and-statutory- data/

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to disclose any of the events or information which, in the opinion of the Board of Directors of the Company is material in the terms of requirement of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, which is available on the website of the Company www.prabhaenergy.com. The weblink is https:// prabhaenergy.com/policies-and-statutory-data/

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

Your Company is fully committed to complying with the Maternity Benefit Act, 1961. We recognize and uphold the rights of our women employees to maternity benefits as enshrined under the Act.

Your directors state that no disclosure or reporting is required in respect of the following items as there were no such events/ 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. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

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.

Your Company maintains a website www.prabhaenergy.com where 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.

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.