PART (1) (a) INDUSTRY STRUCTURE AND DEVELOPMENTS
A. GLOBAL MARKET LANDSCAPE
The global economy grew by 3.4 per cent in 2025 and is projected by the International Monetary Fund to grow by 3.1 per cent in 2026 and 3.2 per cent in 2027 (Source: www.imf.org, World Economic Outlook, April 2026). World trade volume grew by 5.1 per cent in 2025 and is projected at 2.8 per cent for 2026 (Source: www.imf.org). A military conflict in the Middle East, which began at the end of February 2026, caused disruptions to maritime and air traffic, particularly in relation to the Strait of Hormuz and energy production, and is the principal shock discussed in the said Outlook (Source: www.imf.org). The World Trade Organization, in its trade statistics release dated March 19, 2026, has likewise recorded that the Middle East conflict weighs further on a slowing trade outlook (Source: www.wto.org). Petroleum prices are projected to increase by 21.4 per cent in 2026, with the average petroleum price assumed at US$ 82 per barrel for 2026, and energy commodities are expected to rise by 19 per cent in 2026 (Source: www.imf.org).
1. Foreign Exchange
The Bank for International Settlements Triennial Central Bank Survey recorded global foreign exchange trading at US$ 9.6 trillion per day in April 2025, up 28 per cent from April 2022 (Source: www.bis.org). By instrument, foreign exchange swaps accounted for US$ 4 trillion per day, up 5 per cent from April 2022, spot turnover accounted for US$ 3 trillion per day and increased by 42 per cent, outright forwards accounted for US$ 1.8 trillion per day and rose by 60 per cent, and foreign exchange options accounted for 7 per cent of global turnover (Source: www.bis.org).
Currency composition of official foreign exchange reserves, as on December 2025
| Currency | 2025Q4 (per cent) | 2025Q3 (per cent) |
| US dollar | 56.77 | 56.93 |
| Euro | 20.25 | 20.36 |
| Other identified currencies | 14.90 | 15.18 |
| Other currencies, unidentified | 6.13 | 5.61 |
| Chinese renminbi | 1.95 | 1.92 |
| Total foreign exchange reserves | US$ 13.14 trillion | US$ 13.03 trillion |
Source: data.imf.org, IMF Data Brief on Currency Composition of Official Foreign Exchange Reserves dated March 27, 2026. Other identified currencies comprise the Japanese yen, pound sterling, Australian dollar, Canadian dollar and Swiss franc.
US dollar depreciated by 6 per cent between April and December 2025 and thereafter strengthened somewhat following the outbreak of the Middle East conflict, reaffirming its safe haven status (Source: www.imf.org). The Bank for International Settlements has recorded that approximately US$ 1.5 trillion of the surge in April 2025 turnover resulted from trading activity following the United States tariff announcements, that options turnover rose by 108 per cent, and that spot turnover with institutional investors has nearly doubled since 2022, exceeding US$ 440 billion in 2025, as investors moved to hedge existing positions against US dollar depreciation (Source: www.bis.org).
Looking ahead, the principal drivers for the global foreign exchange market are hedging demand arising from currency volatility and trade policy uncertainty, the continued growth of non-bank and institutional participation, and the increasing ability of dealers to internalise client trades through intragroup trading, which has increased significantly across all instruments and reduces market impact (Source: www.bis.org).
2. Tours and Travels
International tourist arrivals rose by 4 per cent in 2025, reflecting strong travel demand around the world (Source: www.untourism.int). Travel and Tourism contributed a record US$ 11.6 trillion to global gross domestic product in 2025, being 9.8 per cent of the global economy, and the sector grew by 4.1 per cent as against global economic growth of 2.8 per cent, thereby emerging as the worlds fastest growing sector (Source: wttc.org). The sector supported 366 million jobs, being 10.9 per cent of global employment, and accounted for one in three new jobs created globally (Source: wttc.org). International overnight arrivals stood at 1.54 billion, equivalent to 4.2 million travellers daily (Source: wttc.org). Regionally, Asia-Pacific grew by 8.1 per cent to US$ 3.29 trillion and North America grew by 1.0 per cent to US$ 3.05 trillion (Source: wttc.org).
Travel and Tourism contribution to gross domestic product, 2025 (Source: wttc.org)
Capital investment in Travel and Tourism exceeded US$ 1 trillion in 2025, growing by 8.5 per cent year on year, with the United States, China, India and Saudi Arabia together accounting for nearly US$ 500 billion, being almost half of global investment (Source: wttc.org). France and Spain remained the worlds top two destinations in terms of visitor numbers, and Spain recorded international visitor spending of US$ 130 billion (Source: wttc.org).
Air transport, which is the principal enabler of outbound travel, recorded total revenue passenger kilometres growth of 5.3 per cent in 2025 with capacity growth of 5.2 per cent and a record full year passenger load factor of 83.6 per cent (Source: www.iata.org). International demand increased by 7.1 per cent with a record load factor of 83.5 per cent, while domestic demand rose by 2.4 per cent (Source: www.iata.org). Asia-Pacific international traffic rose by 10.9 per cent with a load factor of 84.4 per cent, the region finishing 2025 with the fastest growth rate and the highest load factor of any region, followed by the Middle East at 6.7 per cent, Europe at 6.0 per cent and North America at 2.1 per cent (Source: www.iata.org).
Air passenger demand growth, full year 2025 (Source: www.iata.org)
Airline industry revenues are expected at US$ 1.008 trillion in 2025 with a net profit of US$ 39.5 billion and a net margin of 3.9 per cent, and are forecast at US$ 1.053 trillion in 2026, up 4.5 per cent, with a net profit of US$ 41 billion, 5.2 billion passengers, up 4.4 per cent on 2025, and cargo of 71.6 million tonnes (Source: www.iata.org). The jet fuel price assumption for 2026 is US$ 88 per barrel as against US$ 90 per barrel in 2025 (Source: www.iata.org).
On growth trends and technological innovation, Travel and Tourism is forecast to contribute US$ 17.1 trillion to world gross domestic product by 2036 and to create almost 89 million additional jobs (Source: wttc.org). Artificial intelligence has become the dominant technology theme in the sector, with 94 per cent of surveyed leaders experimenting with or piloting artificial intelligence solutions, 91 per cent reporting measurable gains in cost savings and efficiency, 97 per cent citing enhancement of customer experience as the main motivation, and 89 per cent stating that they will prioritise generative artificial intelligence over the next twelve to twenty four months (Source: www.pwc.com).
3. International Personal Remittances
Cross-border personal remittances continued to be a stabilising flow for recipient economies during this period. India remained the worlds largest recipient of remittances, with inflows estimated at US$ 150.7 billion in 2025. The growth was supported by an increasing share of inflows originating from advanced economies, reflecting the contribution of skilled and professional workers abroad (Source: Union Governments statement based on RBI data)
B. INDIAN MARKET LANDSCAPE
India remained the fastest growing major economy for the fourth consecutive year. Real gross domestic product and gross value added are projected to grow by 7.4 per cent and 7.3 per cent respectively in FY 2025-26, with growth of 6.8 per cent to 7.2 per cent projected for FY 2026-27, and the share of services in gross value added reaching a historic high of 56.4 per cent (Source: www.indiabudget.gov.in and pib.gov.in). The International Monetary Fund has placed Indias growth at 7.6 per cent for 2025 and has projected 6.5 per cent for each of 2026 and 2027 (Source: www.imf.org).
1. Foreign Exchange
Indias merchandise exports during FY 2025-26 were US$ 441.78 billion as against US$ 437.70 billion in FY 2024-25, a growth of 0.93 per cent, and merchandise imports were US$ 774.98 billion as against US$ 721.20 billion, a growth of 7.47 per cent, resulting in a merchandise trade deficit of US$ 333.19 billion as against US$ 283.50 billion (Source: pib.gov.in). Services exports were US$ 418.31 billion as against US$ 387.55 billion, a growth of 7.94 per cent, and services imports were US$ 204.42 billion as against US$ 198.72 billion, giving a services trade surplus of US$ 213.89 billion as against US$ 188.84 billion (Source: pib.gov.in). Cumulative exports of merchandise and services were US$ 860.09 billion as against US$ 825.26 billion, a growth of 4.22 per cent, and cumulative imports were US$ 979.40 billion as against US$ 919.92 billion, a growth of 6.47 per cent (Source: pib.gov.in). On subsequent revision, Indias exports for FY 2025-26 have been placed at a record US$ 863.1 billion, comprising merchandise exports of US$ 441.8 billion and services exports of US$ 421.3 billion (Source: pib.gov.in).
The Indian rupee depreciated against the major currencies during this period. The annual average exchange rate moved from Rs. 84.58 per US dollar in FY 2024-25 to Rs. 88.83 per US dollar in FY 2025-26 up to November 2025, from Rs. 107.88 to Rs. 116.72 per pound sterling, from Rs. 90.76 to Rs. 102.71 per euro, and from Rs. 0.56 to Rs. 0.57 per Japanese yen (Source: www.indiabudget.gov.in).
Indias foreign exchange reserves stood at US$ 701.4 billion as on January 16, 2026, providing an import cover of around 11 months, having more than doubled over the decade from US$ 341.6 billion in FY 2014-15, with import cover of 11.1 months as on January 9, 2026 (Source: www.indiabudget.gov.in). As on April 10, 2026, total reserves were Rs. 64,99,445 crore, being US$ 7,00,946 million, comprising foreign currency assets of US$ 5,55,983 million, gold of US$ 1,21,343 million, special drawing rights of US$ 18,763 million and reserve position in the International Monetary Fund of US$ 4,857 million (Source: www.rbi.org.in). The current account deficit moderated to 0.8 per cent of gross domestic product in the first half of FY 2025-26 from 1.3 per cent in the first half of FY 2024-25, and external debt to gross domestic product stood at 19.2 per cent in the first half of FY 2025-26 (Source: www.indiabudget.gov.in).
During the year, the Reserve Bank of India introduced several measures to facilitate cross-border transactions and deepen the onshore foreign exchange market, including extension of export proceeds repatriation timelines, easing of merchanting trade norms, s implified reconciliation requirements for low-value trade transactions, expansion of investment avenues for Special Rupee Vostro Account holders, permission for Indian rupee lending to residents of Bhutan, Nepal and Sri Lanka, and publication of additional reference rates for select foreign currencies by Financial Benchmarks India Limited (Source: RBI).
On the fiscal front, the Government enhanced the threshold for collection of tax at source on remittances under the Liberalised Remittance Scheme from Rs. 7 lakh to Rs. 10 lakh and rationalised TCS rates on overseas tour packages and specified LRS remittances. The Income Tax Act, 2025 came into force with effect from April 1, 2026 (Source: PIB).
2. Tours and Travels
Foreign Tourist Arrivals in India were 90,16,594 in 2025 as against 99,51,722 in 2024, a decline of 9.4 per cent, while Indian National Departures were 3,27,05,326 in 2025 as against 3,08,85,048 in 2024, a growth of 5.9 per cent, being 21.5 per cent above the 2019 level (Source: www.tourism.gov.in, provisional data for January to December 2025). Foreign Exchange Earnings from tourism were US$ 31.33 billion in 2025 as against US$ 35.02 billion in 2024, a decline of 10.53 per cent, and in rupee terms were Rs. 2,73,638 crore as against Rs. 2,93,033 crore, a decline of 6.62 per cent (Source: www.tourism.gov.in). with 6.0 per cent, Canada with 5.9 per cent and Bangladesh with 5.2 per cent, and the leading ports of entry were Delhi with 35.0 per cent, Mumbai with 18.0 per cent, Bengaluru with 9.1 per cent, Chennai with 8.9 per cent and Hyderabad with 4.8 per cent (Source: www.tourism.gov.in). By purpose of visit, leisure accounted for 39 per cent, the Indian diaspora for 33 per cent and business for 12 per cent (Source: www.tourism.gov.in). On the outbound side, which is the more relevant segment for the Companys foreign exchange and travel businesses, the leading destinations of Indian nationals in 2025 were the United Arab Emirates with a share of 26.3 per cent, Saudi Arabia with 10.3 per cent, Thailand with 6.8 per cent, the United States of America with 6.1 per c ent and Singapore with 4.7 per c ent (Source: www.tourism.gov.in).
Indias aviation and tourism sectors continued to witness strong growth during the year. The number of operational airports increased from 74 in 2014 to 164 in 2025, while air passenger traffic rose to 275.5 million and air cargo traffic to 2.6 million tonnes. Under the Regional Connectivity Scheme (UDAN), 649 routes and 93 aerodromes have been operationalised, benefiting over 1.56 crore passengers. The hotel industry also maintained healthy performance, with average occupancy levels remaining above 60 per cent during FY 2023-24 to FY 2025-26 (Source: India Budget, PIB).
The Government continued to strengthen tourism infrastructure through initiatives such as Swadesh Darshan, Swadesh Darshan 2.0, PRASHAD, Special Assistance to States for Capital Investment, and Vibrant Villages Programme-II. Further, the Union Budget 2026-27 announced measures including upgradation of the National Council for Hotel Management and Catering Technology into a National Institute of Hospitality, development of key cultural destinations, promotion of Buddhist tourism circuits, establishment of Regional Medical Hubs, and enhancement of duty-free allowances for international travellers (Source: PIB).
India is expected to emerge as the worlds fifth-largest outbound travel market by 2027, supported by rising disposable incomes, growing preference for international travel, increasing digital adoption in travel bookings, and sustained government focus on tourism infrastructure. The travel and tourism sector is projected to contribute over Rs. 22 trillion to the economy and support more than 48 million jobs, underscoring its significance as a key driver of economic growth (Source: EY, WTTC).
3. International Personal Remittances
India retained its position as the worlds largest recipient of personal remittances with an estimated inflow of US$ 150.7 billion in 2025, and South Asia continued to record strong regional growth, driven mainly by continued strong flows to India, Pakistan and Bangladesh. The inward flow is reflected in net services receipts of US$ 60.4 billion in the fourth quarter of 2025-26 against US$ 53.3 billion a year earlier. (Sources: https://www.theglobaleconomy.com, www.rbi.org.in and www.tourism.gov.in)
(b) OPPORTUNITIES & THREATS
Opportunities:-
Growing Outbound Travel Market
India continues to be one of the fastest-growing outbound travel markets globally. With rising disposable incomes, increasing aspirations for international education, growing corporate travel and expanding middle-class consumer base, the demand for foreign exchange, travel products and cross-border payment solutions is expected to witness sustained long-term growth. The Company, with its pan-India established brand presence, is well-positioned to capture this growing demand.
Digital Transformation and Product Innovation
The rapid adoption of digital payment solutions and fintech-driven platforms presents a significant opportunity for the Company. The successful launch of the Paul Merchants Global Currency Card in partnership with Mastercard and Pine Labs has positioned the Company at the forefront of digital forex innovation. The Company intends to further strengthen its digital product suite and leverage technology to enhance customer experience, improve operational efficiency and generate stable fee-based revenue streams.
Favourable Regulatory Developments
The Reserve Bank of India vide its Notification No. FEMA 401/2026-RB dated 30 April 2026 titled as Foreign Exchange Management (Authorised Persons) Regulations, 2026, has significantly expanded the scope of permissible activities for AD Category-II entities, including non-trade c urrent account transactions and foreign trade transactions up to Rs. 25 lakh per transaction. The discontinuation of fresh FFMC licences and the transition from the franchisee model to a formalised F orex Correspondent Scheme are expected to consolidate the forex ecosystem and strengthen the competitive position of established players like the Company. These regulatory reforms present a meaningful opportunity for the Company to diversify its revenue streams, deepen market penetration and enhance its role in the foreign exchange value chain.
Strategic Partnerships and Alliances
The Company continues to explore and strengthen strategic partnerships with global payment networks, banks and technology providers. Such alliances enable the Company to expand its product offerings, enhance service delivery and access new customer segments, thereby driving long-term business growth.
Threats:-
Intensifying Competition
The foreign exchange and travel industry is witnessing increasing competition from banks, fintech platforms, digital wallets and other authorised dealers offering seamless and low-cost forex and travel s olutions. T he emergence of technology-driven competitors may exert pressure on margins and market share. The Company is addressing this through continuous product innovation, digital transformation and strengthening of its distribution network.
Immigration and Visa Policy Uncertainty
A significant portion of the Companys retail forex demand is driven by outbound student traffic. Continued tightening of visa regulations and reduced intake of overseas students by key destination countries such as Canada and the United States poses a threat to forex volumes. The Company is actively diversifying its customer base across corporate, leisure and digital segments to mitigate this risk.
Currency Volatility and Geopolitical Risks
Sharp and unpredictable movements in exchange rates arising from the macro themes discussed under Industry Structure and Developments above may impact transaction margins and profitability. The Company mitigates this risk through prudent treasury management and real-time exchange rate monitoring.
Regulatory Transition Risks
While the new FEMA (Authorised Persons) Regulations, 2026 present significant opportunities, the mandatory transition from the existing franchisee model to the Forex Correspondent Scheme within a two-year window may entail short-term operational adjustments, restructuring costs and changes in distribution arrangements. The Company is proactively planning for a smooth and timely transition to minimise any disruption to business operations.
(c) SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE
Forex Vertical:-
During the financial year 2025-26, the Companys Total Forex Turnover stood at Rs. 2,039.75 Crores as against Rs. 3,303.46 Crores in the previous financial year. The decline in turnover is primarily attributable to a dip in the intake of overseas students by key destination countries such as Canada and the United States, which traditionally constitute a significant portion of the Companys retail foreign exchange demand.
The reduction in student outflows was influenced by multiple external factors, including tightened visa regulations, increased scrutiny and processing timelines, higher financial eligibility requirements, and evolving immigration policies in major destination countries.
Additionally, global economic uncertainties, geo political conflicts, rising cost of education abroad, and foreign exchange volatility also impacted demand from student and travel segments during the year under review.
Despite these headwinds, the Company remained focused on strengthening its forex business through operational efficiencies and strategic product diversification. A key development during the year was the launch of the Paul Merchants Global Currency Card on October 7, 2025, in partnership with Mastercard and Pine Labs. This initiative marks a transition towards a digital, fee-based and scalable forex model, which is expected to stabilize revenues and improve margins in the medium term.
Total Forex Turnover Trends (excluding Non-AD-II turnover)
Non AD II Business
During the financial year 2025-26, the Companys Income from Non AD-II Business stood at Rs. 3.89 Crores as against Rs. 6.60 Crores in the previous financial year. The decline in Non AD-II Business income reflects the overall moderation in auxiliary business activities during the year under review.
The Company continues to view Non AD-II businesses as an important diversification strategy to complement its core foreign exchange operations. Going forward, the Company intends to strengthen these revenue streams through improved product offerings, enhanced customer outreach and operational efficiencies.
RBI Approval for Perpetual AD Category-II License
The Reserve Bank of India approved Companys application dated July 22, 2026 for renewal-cum-amendment of its Authorised Dealer Category-II (AD Category-II) Licence on 31.07.2026 and on 03.08.2026, the Company achieved the significant regulatory milestone with the RBI granting the perpetual Authorised Dealer Category-II (AD Category-II) License under the Foreign Exchange Management (Authorised Persons) Regulations, 2026. The approval expands the scope of the Companys foreign exchange and cross-border financial services business by enabling it to undertake additional permissible non-trade current account transactions under FEMA, excluding gifts and donations, and foreign trade transactions up to Rs. 25 lakh per transaction. Building upon its extensive nationwide network of 6 4 offices and over three decades of experience in foreign exchange and international remittance services, the Company is well positioned to broaden its service offerings and cater to the evolving requirements of individuals, students, travellers, professionals and businesses engaged in cross-border transactions. This development reinforces the Companys commitment to regulatory compliance, customer trust and operational excellence, while creating a strong foundation for future growth in Indias expanding foreign exchange and international payments ecosystem.
Travel Division
In this segment, Gross Turnover from Hotel Bookings and Packages stood at Rs. 304.46 Lakhs for the year under review as against the previous year figure of Rs. 490.13 lakhs, registering a decline of 37.88%. The revenue from hotel bookings stood at Rs. 38.64 Lakhs for the year under review as against the previous year figure of Rs. 31.11 Lakhs. Revenue from Air Ticketing stood at Rs. 158.10 Lakhs for the year under review as against the previous year figure of Rs. 161.31 lakhs, registering a decline of 1.99%.
The Company also offers other services which are allied to the Tours and Travel activities like Visa and other products. These are the services, which are invariably required by the customer who comes to the Company Outlets for his Travel Needs. Revenue from Visa, Bus Bookings and Railway Booking services stood at Rs. 13.11 Lakh for the year under review as against the previous year figure of Rs. 17.40 Lakhs, registering a decline of 24.66%.
International Inward Money Transfer
The Company has been offering International Inward Money Transfer services as a Sub Agent of Ebix Money Express Services (Private) Ltd., as per the regulations issued by Reserve Bank of India and is offering the services of Western Union, RIA Money Transfer & Transfast and also working as sub agent of Delphi World Money Ltd. for offering services of Money gram. During the year under review, the Company achieved Revenue from this segment at Rs 24.58 Lakhs as against the previous year figure of Rs. 26.62 Lakhs, registering a decline of 7.66%.
Further, the Company achieved Revenue from Domestic Money Transfer at Rs. 7.66 Lakhs as against the previous year figure of Rs. 9.79 Lakhs, registering a decline of 21.76%. For offering these services, the Company acts as a Distributor of its Wholly Owned Subsidiary Paul Merchants Finance (Private) Ltd.
During the year under review, the Company had submitted an application dated November 06, 2025 to the Reserve Bank of India (Foreign Exchange Department) for grant of a Money Transfer Service Scheme License ("MTSS License") for operating MTSS business as a new line of business. However, the said application had been rejected by the RBI without citing any specific reason for not acceding to the request made by the Company. The Company has again submitted its revised application to the Reserve Bank of India in this regard on 14.07.2026, and the outcome of the same shall be intimated to all the stakeholders of the Company through BSE Ltd at the appropriate time in compliance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(d) OUTLOOK
Foreign Exchange Segment
Looking ahead, the Company remains cautiously optimistic about the growth prospects of its Foreign Exchange business. The Company expects a gradual recovery in forex volumes driven by an anticipated easing of visa restrictions in key destination countries, resumption of growth in outbound student traffic, and improving global travel sentiment. The successful launch of the Paul Merchants Global Currency Card in partnership with Mastercard and Pine Labs is expected to serve as a key growth driver, enabling the Company to tap into the digital payments ecosystem and generate stable, fee-based revenue streams. The Company remains committed to expanding its forex product suite and leveraging digital platforms to enhance customer acquisition, retention and overall service delivery.
Tours and Travel Segment
In the Tours and Travel segment, the Company intends to strengthen its product offerings by expanding its hotel and package portfolio, enhancing digital booking capabilities, and focusing on emerging travel corridors to capture the growing demand for both leisure and business travel. With global travel sentiment gradually recovering and increasing preference for digitally-enabled travel solutions, the Company is well-positioned to rebuild momentum in this segment and improve its contribution to overall revenues.
International and Domestic Money Transfer Segment
In the International and Domestic Money Transfer segment, the Company plans to deepen its distribution network and leverage its strategic tie-ups to improve market penetration and service delivery. The Company continues to explore new partnerships and technology-driven solutions to enhance operational efficiency and customer reach in this segment.
Overall Strategic Direction
The Company continues to invest in technology, compliance infrastructure and human capital to build a leaner, more efficient and scalable business model. While near-term challenges including global economic uncertainties, currency volatility and evolving regulatory frameworks may impact business performance, the Company is well-positioned to capitalize on medium to long-term growth opportunities through its diversified business model, strong brand presence and commitment to operational excellence.
(e) RISKS AND CONCERNS
Regulatory and Compliance Risk:-
The Company operates in a highly regulated environment governed by the Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), and other statutory authorities. As an Authorized Dealer Category-II entity, the Company is subject to evolving regulations pertaining to foreign exchange transactions, anti-money laundering (AML) norms, Know Your Customer (KYC) requirements and cross-border remittance guidelines. Any significant changes in the regulatory framework, tightening of compliance requirements or introduction of new licensing conditions may impact the Companys operations, cost structure and business model. The Company continues to invest in its compliance infrastructure and regularly upgrades its internal processes to ensure adherence to all applicable regulatory requirements.
Foreign Exchange and Currency Volatility Risk
The Companys core business is intrinsically linked to foreign exchange markets and is therefore exposed to c urrency fluctuation risks. Sharp and unpredictable movements in exchange rates, particularly in major currencies such as USD, GBP,
EUR and CAD, c an impact transaction margins and profitability. Additionally, geopolitical tensions, trade disruptions and monetary policy shifts by global central banks may further amplify currency volatility. The Company mitigates this risk through prudent treasury management, real-time exchange rate monitoring and disciplined hedging practices.
Macroeconomic and Geopolitical Risk
Global economic uncertainties, including recessionary trends in major economies, inflationary pressures, rising interest rates and geopolitical conflicts, may adversely impact cross-border travel, student outflows and international trade, all of which are key demand drivers for the Companys services. Domestically, any slowdown in economic activity or contraction in consumer spending may affect demand for travel and forex services. The Company continues to monitor macroeconomic developments closely and maintains a diversified business model to mitigate concentration risk.
Immigration and Visa Policy Risk
A significant portion of the Companys retail foreign exchange demand is driven by outbound student traffic and international travel. During the year under review, tightened visa regulations and reduced intake of overseas students by key destination countries such as Canada and the United States adversely impacted forex volumes. Any further tightening of immigration policies, increase in visa rejection rates or imposition of caps on student visas by major destination countries may continue to affect this demand segment. The Company is actively diversifying its customer base and expanding into corporate forex and digital product offerings to reduce dependence on the student segment.
Technology and Cybersecurity Risk
With the increasing adoption of digital platforms, including the recently launched Paul Merchants Global Currency Card, the Company faces risks associated with technology disruptions, data breaches, cyber-attacks and system failures. Any compromise in the security of customer data or transactional systems could result in financial losses, regulatory penalties and reputational damage. T he Company continues to strengthen its IT infrastructure, invest in cybersecurity measures and ensure compliance with data protection norms to safeguard its digital ecosystem.
Competition Risk
The foreign exchange and travel industry in India is witnessing increasing competition from banks, fintech players, digital wallets and other Authorized Dealers. The emergence of technology-driven platforms offering seamless and low-cost forex and travel services poses a competitive challenge to traditional business models. The Company is addressing this risk through continuous product innovation, strategic partnerships, enhanced digital capabilities and a strong pan-India distribution network to maintain its competitive position.
Operational and Human Resource Risk
The Companys business operations are dependent on a network of branches, franchisees and personnel spread across the country. Any disruption in operations due to natural calamities, pandemics, labour issues or attrition of key personnel may impact business continuity and service delivery. The Company maintains robust business c ontinuity plans, invests in employee engagement and development programmes, and continues to build operational resilience across all levels.
(f) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY AND RISK
MANAGEMENT
The company has a robust internal control and risk management framework commensurate with its size, complexity, and nature of operations. The system is aligned with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A comprehensive risk management policy and internal control structure is in place to identify, assess, and mitigate k ey risks, including s trategic, operational, financial, c ompliance, and reputational risks. While risks cannot be eliminated entirely, the companys framework is designed to minimize exposures and ensure operational resilience.
The internal control system ensures proper safeguarding of assets, accuracy of financial records, and reliability of financial and operational reporting. The framework is supported by:-
periodic internal and concurrent audits conducted by independent chartered accountants, oversight by the Audit Committee through review of audit findings, corrective actions, and any internal investigations as required.
The company also maintains a structured compliance mechanism for anti-money laundering (AML) and know your customer (KYC) norms, including the appointment of a Designated Director and a qualified Principal Officer, in line with RBI and FATF guidelines. Internal controls extend to ensuring compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and are subject to regular review for adequacy and effectiveness.
Based on evaluation by the Audit Committee under section 177 of the Companies Act, 2013 and regulation 18 of the SEBI Listing Regulations, the Board of Directors has confirmed that the companys internal financial controls over financial reporting were adequate and operating effectively as on March 31, 2026. The statutory auditors have also issued their report on the internal controls over financial reporting under section 143 of the Companies Act, 2013.
(g) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT T O
OPERATIONAL PERFORMANCE.
| Sr. Particulars No | Year Ended | Year Ended | ||
| 31-03-2026 | 31-03-2025 | 31-03-2026 | 31-03-2025 | |
| Standalone (Rs. In lakhs) | Consolidated (Rs. In lakhs) | |||
| 1 Revenue from operations | ||||
| Sales | 2,04,660.08 | 3,31,362.72 | 2,06,257.35 | 3,31,921.79 |
| Other operating income | 930.91 | 1,495.12 | 1,105.44 | 1,545.85 |
| Total (1) | 2,05,590.99 | 3,32,857.84 | 2,07,362.79 | 3,33,467.64 |
| 2 Expenses | ||||
| a. Cost of materials consumed | - | - | - | - |
| b. Purchase of stock in trade | 2,00,644.90 | 3,24,955.07 | 2,00,639.63 | 3,24,952.98 |
| c. Changes in inventories of finished goods, s tock-in- trade and work-in progress | 162.15 | (38.46) | 124.23 | 445.24 |
| d. Employee benefits expense | 2,274.62 | 2,433.88 | 3,734.15 | 2,689.35 |
| e. Other expenses | 3,420.44 | 5,980.84 | 4,414.00 | 6,108.22 |
| Total (2) | 2,06,502.10 | 3,33,331.33 | 2,08,912.01 | 3,34,195.79 |
| Operating profit (EBITDA 3 excluding other income (1-2) | (911.11) | (473.49) | (1,549.22) | (728.16) |
| 4 Other Income | 3,102.84 | 1,867.18 | 4082.19913 | 325.5222418 |
| 5 Less: Finance costs Depreciation & | 54.45 | 122.98 | 107.79 | 195.58 |
| 6 Less: amortization expenses Profit before share of profit/ (loss) in | 376.35 | 320.76 | 547.90 | 380.49 |
| 7 Subsidiaries/associates / joint venture, exceptional items & tax | 1,760.94 | 949.94 | 1,877.28 | (978.71) |
| Share of profit/ (loss) in 8 Subsidiaries/associates / joint venture, exceptional items & tax | Nil | Nil | -2.80 | Nil |
| 9 Exceptional items | 5.00 | 125.90 | 5.00 | 125.90 |
| 10 Profit before tax (from Continuing Operations) | 1,755.94 | 824.04 | 1,869.48 | 1,104.61 |
| 11 Less: Provision for tax | ||||
| Current tax | 422.76 | 255.22 | 996.27 | 161.74 |
| Prior Period Tax | (1.92) | (20.72) | 30.73 | (20.72) |
| Deferred tax | 15.96 | (1.44) | (63.01) | (16.95) |
| Total | 436.79 | 233.06 | 964.00 | 124.07 |
| 12 Profit after tax(from Continuing operations) from | 1,319.14 | 590.98 | 905.49 | 1,228.68 |
| 13 Profit/Loss Discontinued Operations | 30,332.77 | 9,621.28 | ||
| 14Expense of Tax Discontinued Operations | 4,364.07 | 2,009.05 | ||
| 15PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS AFTER TAX (13-14) | 25,968.70 | 7,612.23 | ||
| 16 PROFIT/(LOSS) FOR THE PERIOD (12+15) Comprehensive | 1,319.14 | 590.98 | 26,874.18 | 6,383.55 |
| 17 Total Income | 1,327.05 | 569.02 | 26,876.62 | 6,367.91 |
| 18 Balance of Reserves & Surplus brought forward | 47,887.01 | 47,317.99 | 62,579.66 | 56,211.75 |
| 19 Reserves and Surplus at the end of the year | 49,214.06 | 47,887.01 | 89,418.81 | 62,579.66 |
(h) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL
RELATIONS FRONT INCLUDING NUMBER OF PEOPLE EMPLOYED
The Company integrates its core principles into everyday work life, cultivating an agile environment focused on inclusivity and shared success. Employee milestones are synchronized with c ompany objectives, allowing professional growth to directly translate into tangible business success. Team insights act as a primary catalyst for long-term growth, positioning staff as vital architects of corporate progress. To support organizational scaling, talent architecture is treated as an ongoing journey through structured training programs that deliver continuous upskilling across every business unit.
During the FY 2025-26 cycle focused on systemic enhancement. Key deliverables included a redesigned employee induction architecture, institutionalized health and wellness protocols, cross-functional synergy workshops, and the deployment of structured feedback analytics to systematically identify operational gaps.
As on 31st March, 2026, 318 number of people are employed in the Company.
(i) DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS
COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR, INCLUDING:-
| Sr. No. | Ratio | Numerator/ Denominator Credit | 2024-25 | 2025-26 | Change | EXPLANATION FOR CHANGE |
| A | Debtors Turnover | Sale/Average Trade receivable Cost of goods | 4.82 | 4.03 | -16.41% | Credit sale decreased as compared to previous year This is mainly because |
| B | Inventory Turnover Interest | sold/average inventory | 50.2 | 43.8 | -12.75% | Purchases reduced as compared to previous year. |
| C | Coverage Ratio | PBT/Interest | 8.83 | 46.24 | 423.67% | PBT increased as compared to last year |
| D | Current Ratio | Current Assets/ Current Liability | 5.08 | 4.43 | -12.73% | Current assets decreased compared to last year mainly cash & bank balances and loans |
| E | Debt Equity Ratio | Debt/Total Equity | 0.0338 | 0.0136 | -59.63% | The ratio has improved as compared to last year mainly due to decrease in borrowings and increase in Net Worth |
| F | Operating Profit Margin (%) | Operating Profit/Total Operating Revenue | -0.28% | -0.65% | -136.86% | The decrease is due to decrease in revenue from operations as compared to previous year |
| G | Net Profit Margin (%) Any sector- specific | PAT/ Total Income | 0.18% | 0.63% | 258.01% | Profit Increased as compared to last year |
| equivalent ratios, as applicable | Nil | - | - | There is no such s ector- specific equivalent ratio |
Note: for the purpose of calculating the %age change, actual figures up to 2 decimal figures have been taken into account.
(j) DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE
IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF
| Ratio | 2024-25 | 2025-26 | Change | EXPLANATION FOR CHANGE |
| Return On Net Worth | 1.23% | 2.66% | 117.23% | Profit Increased as compared to previous year leading to increase in return on net worth |
PART 2
DISCLOSURE OF ACCOUNTING TREATMENT
The accompanying Financial Statements are prepared in accordance with Indian Accounting Standard (Ind AS), under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values and defined contribution plans which have been measured at actuarial valuation as required by relevant Ind AS, the provisions of the Companies Act, 2013 (the Act) (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.
Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
CAUTIONARY STATEMENT
Statements in this Management Discussion and Analysis Report describing Companys objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ s ubstantially or materially from those expressed or implied. Important developments that could affect the Companys operations include change in Statutory Regulations, overall Forex Markets, downward trend in migration, rise in operational costs, exchange rate fluctuations and significant changes in political, social and economic environment, tax laws, litigation and labour relations.
| For & On Behalf of the Board | For & On Behalf of the Board |
| Sd/- | Sd/- |
| (RAJNEESH BANSAL) | (RITESH VAID) |
| MANAGING DIRECTOR | WHOLE TIME DIRECTOR |
| (DIN 00077230) | (DIN 09433856) |
| PLACE: CHANDIGARH | |
| Date: August 12, 2026 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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