Paul Merchants Ltd Management Discussions

PART (1)

(a) INDUSTRY STRUCTURE AND DEVELOPMENTS

Foreign Exchange: Current Landscape and Indias Position

Global Market Landscape

The foreign exchange (forex) market remains the largest and most liquid financial market in the global economy, with daily average turnover exceeding US$7.5 trillion, as per the Bank for International Settlements (BIS, 2022 Triennial Survey) (Source: https://www.bis.org/statistics/rpfx22.htm). This vast decentralized market supports cross-border trade, investments, and financial flows by enabling currency conversion globally. Operating 24 hours a day, five days a week, the forex market functions through major financial centers, with activity driven by macroeconomic indicators, central bank policy shifts, interest rate differentials, and geopolitical events.

Market Growth Trends and Future Drivers

According to World Bank development indicators (Source: https://databank.worldbank.org/source/world-development-indicators), the global forex market expanded from an estimated size of US$752.66 billion in 2023 to US$795.91 billion in 2024, at a CAGR of 5.7%. It is projected to reach approximately US$1.02 trillion by 2028, reflecting a CAGR of 6.5%. These figures refer to the global retail and institutional forex services market. Growth drivers include globalization, cross-border trade, investment flows, interest rate dynamics, speculative activity, and increasing demand for digital FX solutions.

Geopolitical Conflicts and Market Volatility

The global forex market during FY 2024 25 has remained highly sensitive to various geopolitical tensions:-

- Russia Ukraine War: Weakened EUR; elevated volatility; rise in USD safe-haven flows. - Israel Hamas-Iran Conflict: Oil price volatility; Middle East instability; strengthened USD.

- India Pakistan Tensions: INR volatility spikes; capital flow caution; stabilized via RBI intervention (Source: https://www.rbi.org.in).

Innovation and Market Accessibility

Driven by rapid technological transformation, the foreign exchange sector has undergone a profound evolution over the past decade. The emergence of electronic trading platforms, algorithmic trading models, and real-time settlement systems has significantly improved the speed, transparency, and efficiency of forex transactions. As highlighted in the IMF working paper titled "The Rise of Digital Markets" (Source:

International Monetary Fund www.imf.org), over 70% of global FX spot transactions are now executed electronically through centralized trading platforms or interdealer systems, up from approximately 50% a decade ago. The report also emphasizes the growing role of Decentralized Finance (DeFi) protocols and blockchain-based FX liquidity pools. These innovations are further supported by ongoing exploration of Central Bank Digital Currencies (CBDCs) and open banking protocols that promise to streamline cross-border transactions.

Indias Foreign Exchange Reserves (FY 2024 25)

Indias foreign exchange reserves demonstrated considerable strength and consistency throughout FY 2024 25, reflecting the Reserve Bank of Indias prudent external sector management and the countrys macroeconomic resilience. According to data published in the Weekly Statistical Supplement of the Reserve Bank of India, at the beginning of FY 2024 25 (week ending April 5, 2024), Indias total foreign exchange reserves stood at approximately USD 578.45 billion. By the end of the financial year, reserves had climbed steadily to USD 642.63 billion, and reached USD 698.95 billion as of June 7, 2025 (Source: https://www.rbi.org.in). According to World Bank data (https://databank.worldbank.org), India continues to be one of the top global holders of foreign exchange reserves, ranking just behind China, Japan, and Switzerland. These reserves provide a strong buffer, sufficient to cover more than 11 months of imports and approximately 96% of Indias total external debt.

Stability of the Indian Rupee (INR)

Despite significant global headwinds during FY 2024 25 including geopolitical conflicts, oil price volatility, and monetary policy tightening by advanced economies the Indian Rupee (INR) exhibited remarkably low volatility compared to other major emerging market currencies. As per analysis from the International Monetary Fund (IMF) and market observations by the European Central Bank (ECB), the INRs annualized daily volatility in 2024 25 remained under 3%, significantly lower than currencies such as the South African Rand or Turkish Lira, which saw volatilities exceeding 8% and 10% respectively. The INR traded largely within a narrow band of

82.50 83.60 per USD during the year, reflecting a tightly managed float regime supported by calibrated RBI interventions in the spot and forward markets. (Sources: IMF https://www.imf.org; RBI https://www.rbi.org.in; ECB https://www.ecb.europa.eu)

Bond Index Inclusion and Capital Flows

Indias inclusion in JPMorgans Government Bond Index Emerging Market (GBI-EM) on June 28, 2024, spurred foreign investor confidence and capital inflows. Estimated USD 20 25 billion inflows are expected over the medium term, strengthening Indias external position and further integrating its financial markets into the global ecosystem.

Conclusion: Indias Strategic FX Position

Indias FX ecosystem in FY 2024 25 demonstrates strength, backed by record reserves, prudent macroeconomic management, and strategic reforms. These factors position India favorably toward becoming a $5 trillion economy.

Tours and Travels

International tourist arrivals in 2024 reached approximately 1.4 billion, marking an 11% increase over 2023 and nearly returning to pre-pandemic levels. (Source: United Nations World Tourism Organization https://www.unwto.org)

According to the World Travel & Tourism Council (WTTC), the global travel and tourism sector contributed USD 10.9 trillion to world GDP in 2024, accounting for 10% of the global economy, and supported 357 million jobs globally. (Source: WTTC https://wttc.org)

Looking ahead, WTTC projects that the sector will reach an all-time high of USD 11.7 trillion in 2025, or 10.3% of global GDP, with employment rising to 371 million jobs worldwide. (Source: WTTC Economic Impact Research 2025 https://wttc.org)

In terms of travel preferences, approximately 36% of global tourists opted for destinations near water bodies (coastal, lakeside, or riverfront), reflecting increased awareness of climate change and eco-sensitive travel. (Source: UNWTO https://www.unwto.org)

India continued to expand international access by offering e-Visa facilities to nationals of 167 countries, thereby enhancing its tourism accessibility and competitiveness. (Source: Ministry of Tourism, Government of India https://tourism.gov.in)

Despite macroeconomic and supply chain challenges in aviation, global passenger air capacity is projected to grow by 7.5% in 2025, reflecting strong recovery momentum in international and regional travel demand. (Source: International Air Transport Association https://www.iata.org)

International Money Transfer

India remains the top global recipient of remittances, with estimated inflows of USD 129 billion in 2024, an increase from USD 120 billion in 2023. This firmly places India ahead of Mexico (USD 68 billion), China (USD 48 billion), the Philippines (USD 40 billion), and Pakistan (USD 33 billion). Source: World Bank https://www.worldbank.org worldbank.org+2blogs.worldbank.org+2worldbank.org+2

As per the World Bank Migration and Development Brief, remittances to lower- and middle-income countries (LMICs) are projected to grow by 2.3% in 2024 and 2.8% in 2025, reaching a total of USD 690 billion. Source: World Bank https://www.worldbank.org worldbank.org+2documents1.worldbank.org+2documents1.worldbank.org+2

A key driver for Indias remittance inflows has been the diversified diaspora, especially skilled migrants residing in the United States, United Kingdom, and Singapore, who contribute roughly 36% of the total. Source: World Bank https://www.worldbank.org documents1.worldbank.org+2documents1.worldbank.org+2en.wikipedia.org+2 Within the Gulf Cooperation Council (GCC) region: The UAE accounted for 18%, and

Saudi Arabia, Kuwait, Oman, and Qatar collectively contributed 11% of Indias remittances. Source: World Bank https://www.worldbank.org en.wikipedia.org+2documents1.worldbank.org+2documents1.worldbank.org+ 2en.wikipedia.org

(b) OPPORTUNITIES & THREATS

Opportunities:-

The Forex and Travel industry is poised for significant growth and transformation in 2025 26, driven by post-pandemic travel rebound, digitization, evolving customer preferences, and regulatory shifts. The global forex market is projected to grow by $582 billion from 2025 to 2029, driven by urbanization, digitalization, and AI-powered market evolution. The surge in global freelancing, remote work, and e-commerce creates demand for low-cost, instant foreign exchange solutions. AI and Machine

Learning Integration is set to open new opportunities in the forex market with more use of AI for predictive analytics, trading bots, and risk management. Forex demand from Africa, Southeast Asia, and Latin America is expected to rise in the coming year, and Indian companies engaged in forex activities can benefit by offering tailored FX solutions for these underpenetrated markets.

Experiential & Purpose-Driven Travel is set to rise in the years to come resulting in surge in demand for cultural, eco-friendly, and wellness travel. There will be abundant opportunities for travel agencies to curate theme-based packages e.g., digital detox retreats, spiritual journeys. Integration of AI-powered virtual assistants, dynamic pricing tools, and chatbots will make the customer experience more efficient and dynamic. In the post pandemic era, remote work culture has sustained demand for longer stays in scenic locations and Hotels, resorts, and travel planners can create packages for "work + vacation" audiences. These days, the travelers increasingly seek carbon-neutral options, throwing great opportunities for Travel Companies to build platforms highlighting green accommodations, eco-tours, and local experiences.

Threats:-

Regulatory Uncertainty and Crackdowns: Governments and regulators are tightening rules around leverage, KYC/AML, and customer protection Wars and conflicts (e.g., Ukraine, Taiwan, Middle East tensions) cause volatile currency swings that increase operational risk. Sanctions, Tariff war and trade barriers can make it harder to move funds across borders or service certain currencies. Increased use of algorithms and HFT (high-frequency trading) can trigger flash crashes. Central banks sudden policy shifts (especially from the Fed, ECB, PBOC) can create massive, unpredictable swings.

Deepfakes and spoofing: Can be used in scams, leading to loss of trust.

Cybersecurity threats: Data breaches or attacks (especially via APIs) could cripple platforms or cause massive losses.

Increased competition: Newer fintech apps (e.g., copy trading, commission-free trading) are squeezing traditional Forex players.

Rupee depreciation or inflation shocks can cause instability and panic in domestic forex markets.

Government might impose capital controls in response to external shocks (e.g. oil prices, geopolitical tension).

Phishing attacks, fake forex websites, and WhatsApp/Telegram-based scams are on the rise.

The rupees overvaluation relative to its trading partners makes Indias exports more expensive

(c) SEGMENT WISE OR PRODUCT-WISE PERFORMANCE

The total turnover from this division decreased to 3303.46 Crores as compared to previous year figures of 6471.08 crores, registering a de-growth of 49%. Due to sudden dip in the students going overseas for education purposes due to the tightening of norms in Canada

& UK from January 2024 onwards, the sale and purchase of foreign exchange has decreased significantly in the last Quarter of FY 2024-25, impacting the overall volume of Turnover from Forex.

Total Forex Turnover Trends (excluding Non-AD-II turnover)

Figures in INR Crores

Among the various products in Forex, the Telegraphic Transfer business has always been one of the major contributor for the Company towards the overall Forex Sales. This year too, it has been one of the major contributing product with 87.28% share in the total sales made by the Company. Currency business contributed to the overall Forex sales with a 12.72% share.

Non AD II Business

The Company has been able to register an income of 6.60 crores as against the previous years figures of 7.54 crores during the year under review, registering thereby a de-growth of 12.47 % over last year.

Non ADII Profit (Figures in INR Crores)

TRAVEL DIVISION

In this segment, Gross Turnover from Hotel Bookings and Packages stood at 490.13 Lakhs for the year under review as against the previous year figure of 335.86 lakhs, registering an increase of 45.93%. The revenue from hotel bookings stood at Rs. 31.11 Lakhs for the year under review as against the previous year figure of Rs. 27.64 Lakhs.

Revenue from Air Ticketing stood at 161.31 Lakhs for the year under review as against the previous year figure of 151.21 lakhs, registering an increase of 6.68%.

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 17.40 Lakh for the year under review as against the previous year figure of 13.83 Lakhs, registering an increase of

25.80%

INTERNATIONAL MONEY TRANSFER DIVISION (MTSS BUSINESS)

The Company has been offering International Inward Money Transfer services as a Sub Agent of Ebix Money Express Services (P) 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 26.62 Lakhs as against the previous year figure of 28.35 Lakhs, registering a decline of 6.10%.

Further, the Company achieved Revenue from Domestic Money Transfer at 9.79 Lakhs as against the previous year figure of 9.70 Lakhs, registering an increase of 0.93%.

For offering these services, the Company acts as a Distributor of its Wholly Owned Subsidiary Paul Merchants Finance (Pvt) Ltd.

(d) OUTLOOK

Various global factors, including geopolitical developments, economic indicators, and policy changes, profoundly influence the foreign exchange (forex) and international travel market. Travel and forex demand is rebounding strongly post-COVID. Increased international education, medical tourism, and work migration are fueling growth in forex remittance and travel services. However, competition from digital platforms and regulatory scrutiny is likely to intensify in future. Rising disposable Income especially among Indian middle class and Tier-2/Tier-3 cities is set to boost both international tourism and Forex industry. Business + Leisure trips are becoming more common post-pandemic. India as an Outbound Market is projected to reach over $45 billion by 2027. Surge in customized experiences and niche travel like wellness, adventure, solo trips are expected to rise. Forex cards, UPI-linked international payments, and multi-currency wallets are likely to gain adoption. The Indian travel and tourism market is projected to generate USD 25.01 billion in revenue in 2025, with an expected annual growth rate of 8.06% from 2025 to 2029

Indias future outlook in global financial markets remains strong, driven by robust economic growth, financial stability, and increasing global integration. Here are key factors shaping Indias financial trajectory:

1. Economic Growth & Stability

Indias real GDP growth is projected at 6.2% in 2025, maintaining its position as the fastest-growing major economy, according to the International Monetary Fund (IMF). The Reserve Bank of India (RBI) reports that Indias financial system is well-buffered, with strong capital and liquidity ratios, declining asset impairments, and rising profitability.

2. Forex Reserves & Currency Stability

Indias foreign exchange reserves stood at USD 698.95 billion as of June 7, 2025, providing a solid buffer against global financial volatility, as per RBI data. The Indian rupee has remained relatively stable, benefiting from strong capital inflows and prudent macroeconomic management.

3. Global Financial Integration

Indias inclusion in JPMorgans Government Bond Index Emerging Market (GBI-EM) has boosted investor confidence, leading to higher foreign institutional investments. The OECD Economic Outlook highlights Indias rising contribution to global growth, currently at 18.5% in 2024-25, reinforcing its role in the global financial system.

4. Challenges & Opportunities

Geopolitical tensions, inflationary pressures, and global trade uncertainties pose risks, but Indias strong domestic demand and policy reforms help mitigate these challenges. The IMF emphasizes the need for continued fiscal consolidation and structural reforms to sustain long-term financial stability.

5. Future Prospects

Indias financial markets are expected to expand further, supported by digital banking innovations, fintech growth, and strong regulatory frameworks. The RBI and IMF project continued resilience, with India playing a key role in global financial stability

6. Tourism Industry Outlook

Indias travel and tourism sector is experiencing strong recovery, with domestic tourism leading the way, according to the World Travel & Tourism Council (WTTC). The sector contributed INR 19.13 trillion to Indias GDP in 2023, 10% ahead of 2019 levels, with employment in Travel & Tourism growing by 10% to 43 million jobs. he Indian government aims to attract 100 million inbound tourists by 2047, as part of its long-term vision to position India as a global tourism powerhouse.

(e) RISKS AND CONCERNS

Trade Policy and Regulatory Risks

The implementation of tariffs by the U.S. administration in early 2025 (25% on Canada/Mexico and 10% on China) initially created significant forex market volatility.

While the U.S. Court of International Trade ruled these tariffs illegal and permanently blocked them in May 2025, U.S. President Donald Trump signed an executive order on August 6, 2025, imposing an additional 25% tariff on imports from India, in response to India "directly or indirectly" importing oil from Russia. This is over and above the 25% tariff on Indian imports that Mr. Trump approved on July 31. These developments continue to pose risks to currency stability. Further, the evolving U.S.-China trade relationship and potential manufacturing relocations to Southeast Asia may impact currency demand patterns, affecting our exposure to emerging market currencies including the Indonesian Rupiah, Vietnamese Dong, and Thai Baht.

Visa and Travel Regulatory Risks

European Market Risks:

New Schengen Entry/Exit System (October 2025) requiring biometric data may cause processing delays and impact customer travel plans Frances planned visa reforms with stricter controls could reduce travel demand from key source markets Romania and Bulgarias Schengen integration may alter travel flow patterns

U.S. and Canada Market Risks:

Aggressive revocation of student visas and increased F-1 visa rejection cases have adversely hit our overseas student remittance transactions. Potential elimination of the Optional Practical Training (OPT) program threatens our core student-linked forex services These visa restrictions directly impact our International Money Transfer (IMT) business, student remittances and education-related forex transactions.

Competitive and Technology Risks

Margin Compression: Fintech platforms (Wise, Revolut, BookMyForex) offering commission-free services continue eroding our traditional forex margins. Online comparison tools have eliminated pricing opacity, intensifying competitive pressure. Digital Disruption: Customer preference shifts toward app-based solutions and instant transfers poses threat to the offline distribution network and traditional service models.

Economic and Operational Risks

Cost Pressures: Global inflation and fuel price volatility increase operational costs while reducing discretionary travel spending among price-sensitive customer segments in Tier 2 and Tier 3 cities.

External Shocks: Climate-related disruptions, potential health emergencies, and geopolitical tensions remain significant risks to our travel and tours business.

Risk Mitigation

The Company maintains a comprehensive risk management framework supervised by the Audit Committee and the Board of Directors, focusing on proactive identification, impact assessment, and mitigation strategies across all business verticals to safeguard operational stability and capitalize on emerging opportunities.

(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 key risks, including strategic, operational, financial, compliance, 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, 2025. 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 TO OPERATIONAL PERFORMANCE.

Sr. No Particulars	Year Ended		Year Ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
		Standalone	Consolidated
1 Revenue from operations
Sales	3,31,362.72	6,48,291.15	3,31,921.79	6,48,439.11
Other operating income	1,495.12	1,893.61	1,545.85	1,885.81
Total (1)	3,32,857.84	6,50,184.76	3,33,467.64	6,50,324.92
2 Expenses
a. Cost of materials consumed	-	-	-	-
b. Purchase of stock in trade	3,24,955.07	6,35,758.96	3,25,115.95	6,35,758.96
c. Changes in inventories of finished goods, stock- in-trade and work-in progress	-38.46	-255.13	282.28	-255.13
d. Employee benefits expense	2,433.88	2,338.99	2,689.35	2,662.58
e. Other expenses	5,980.86	11,204.09	6,108.22	11,507.58
Total (2)	3,33,331.34	6,49,046.91	3,34,195.79	6,49,673.99
Operating profit
3 (EBITDA excluding other income (1-2)	-473.50	1,137.85	-728.16	650.92
4 Other Income	1,867.18	2,819.37	325.52	531.31
5 Less: Finance costs	122.98	171.49	195.58	218.20
6 Less: Depreciation & amortization expenses	320.76	271.97	380.49	339.89
Profit before share of profit/ (loss) in
7 Subsidiaries/associates / joint venture, exceptional items & tax	949.94	3,513.77	-978.71	624.14
8Share of profit/ (loss) in Subsidiaries/associates / joint venture, exceptional items & tax	Nil	Nil	Nil	Nil
9 Exceptional items	125.9	Nil	125.90	30.50
10 Profit before tax (from Continuing Operations)	824.04	3,513.77	-1,104.61	593.64

 

11 Less: Provision for tax
Current tax	255.22	873.32	161.74	761.11
Prior Period Tax	-20.72	0.54	-20.72	1.07
Deferred tax	-1.44	27.43	-16.95	6.83
Total	233.06	901.29	124.07	769.02
12 Profit after tax (from Continuing operations)	590.98	2,612.48	-1,228.68	-175.37
13 Profit/Loss from Discontinued Operations			9,621.28	6,686.53
14 Tax Expense of Discontinued Operations			2,009.05	1,048.59
15 PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS AFTER TAX (13-14)			7,612.23	5,637.93
16 PROFIT/(LOSS) FOR THE PERIOD (12+15)			6,383.55	5,462.56
17 Total Comprehensive Income	569.02	2,591.62	6,367.91	5,443.57
18 Balance of Reserves & Surplus brought forward	47,317.99	44,931.97	56,211.75	50,973.78
19 Reserves and Surplus at the end of the year	47,887.01	47,317.99	62,579.66	56,211.75

(h) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT INCLUDING NUMBER OF PEOPLE EMPLOYED

In alignment with the belief that effective human capital management is rooted in strong personnel practices, the Company has continued to embed its core values across its organizational fabric creating a workplace that thrives on inclusion, adaptability, and collaborative excellence. Individual aspirations are thoughtfully mapped to the broader vision of the Company, enabling employees to advance professionally while contributing meaningfully to business outcomes. Employees remain central to the Companys strategic initiatives, with their insights and efforts recognized as integral to sustainable growth. As the Company expands its reach and capabilities, employees are seen not merely as stakeholders but as key drivers of progress, with talent development positioned as a continuous and dynamic process. This commitment is reflected in the

Companys comprehensive approach to learning and development, ensuring ongoing reskilling and capability enhancement across roles and functions. During FY 2024 25, the Company further strengthened its HR framework by introducing a refreshed induction and integration program, conducting regular health and wellness sessions, organizing cross-functional team-building workshops, and implementing employee feedback surveys to identify areas for improvement and strengthen engagement at all levels.

As on 31st March, 2025, 351 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	2023-24	2024-25	Change	EXPLANATION FOR CHANGE
A Debtors Turnover	Credit Sale/Average Trade receivable	5.43	4.82	-11.33%	Credit sale decreased as compared to previous year
B Inventory Turnover	Cost of goods sold/average inventory	82.92	50.2	-39.46%	This is mainly because Purchases reduced as compared to previous year.
C Interest Coverage Ratio	PBT/Interest	26.603	8.83	-66.81%	PBT decreased as compared to last year
D Current Ratio	Current Assets/ Current Liability	4.29	4.89	14.10%	Current liabilities decreased compared to last year mainly due to decrease in advance from customers and borrowings at the year end
E Debt Equity Ratio	Debt/Total Equity	0.0282	0.0338	19.97%	Borrowings decreased at the year end
F Operating Profit Margin (%)	Operating Profit/Total Operating Revenue	0.11%	-0.28%	-354.55%	The decrease is due to decrease in revenue from operations as compared to previous year
G Net Profit Margin (%)	PBT/ Total Income	0.40%	0.18%	-55.87%	Due to Increase in Other income
H Any sector- specific equivalent ratios, as applicable	Nil	-	-	-	There is no such sector- 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	2023-24	2024-25	Change	EXPLANATION FOR CHANGE
Return On Net Worth	5.49%	1.23%	-77.65%	Profit decreased as compared to previous year leading to decline 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 substantially 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.

ANNEXURE D-4 TO THE DIRECTORS REPORT

Sr. No.	Name of Entity/Person	Details of Loans Amount (in Rs.)	Purpose
1	Paul Merchants Finance (P) Ltd., Wholly Owned Subsidiary	- 23,05,61,580	Net Working Capital Loan reduced during the Financial year 2024-25 on account of repayment received from Paul Merchants Finance (P) Ltd

* Total Balance outstanding as on 31-03-2025 is Rs 1,66,85,00,000/- as against the previous years outstanding balance of Rs 1,89,90,61,580/-

Details of Guarantees and Securities issued during the year

Sr. No. Name of Entity/Person	Amount	Purpose
1 State bank of India	Rs 150 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
2 Tata Capital	Rs.33.80 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
3 Catholic Syrian Bank	Rs. 35 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
4 Indian Overseas Bank	Rs. 50 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
5 Bajaj Finance Limited	Rs. 10 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
6 AU Small Finance Bank Limited	Rs. 20 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited

 

7 Federal Bank Limited	Rs. 100 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
8 RBL Bank Limited	Rs. 0.25 Crores	Fixed Deposits for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
9 Union bank of India	Rs. 20 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
10 HDFC Bank Limited	Rs. 121 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
11 South India bank	Rs. 10 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
12 Poonawala Fincorp Limited	Rs. 20 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
13 ESAF Small Finance Bank	Rs. 25 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
14 Karur Vysya Bank	Rs. 20 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
15 IDFC First Bank	Rs. 25 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
16 HDFC Bank Limited	Rs. 7 Crores	Fixed Deposits for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited
17 Mannapuram Finance Limited	Rs. 20 Crores	Corporate Guarantee for securing borrowing facility availed by Wholly Owned Subsidiary Paul Merchants Finance Private Limited

Details of Investments

Sr. No. Name of Entity/Person	Amount (Rs.)	Purpose
1 Paul Merchants Finance Private Limited (PMFPL).	24,81,37,408	Subscription to the right issue of Equity share capital. The
The Company subscribed to 38,77,147 Equity Shares of PMFPL, of the Face Value of Rs 10/- each subscribed @ Rs. 64/- each on Right basis, during the FY 2024-25.		said amount will be utilized by the Company in its principal business activities.
GRAND TOTAL OF INVESTMENTS	24,81,37,408

Note 1: Investments have been measured at Fair Value through Profit & Loss

Note 2: Further reference can be made in this regard to Note no. 2, 6, 9, 10, 38 and 41 to the accompanying Financial Statements

ANNEXURE D-5 TO THE DIRECTORS REPORT

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Date: Details of contracts or arrangements or transactions not at arms length basis NIL

2. Details of material contracts or arrangements or transactions at Arms length basis NIL.

Details of contracts or arrangements or transactions at Arms length basis has voluntarily been given as a matter of good corporate governance as follows:-

RENT PAID TO DIRECTORS

Name(s) of the related party and nature of relationship	Rajneesh Bansal - Managing Director (DIN 00077230)	Amount for the FY 24-25 (Rs.)
Nature of contracts/arrangements/transactions	Rent Agreement in respect of Shop No. 3, 4A, 4B & 4C, Lower Ground Floor, Alfa Estate Building, G.T. Road, Jalandhar owned by him.	6,99,504 /-
Duration of the contracts/arrangements/transactions	The arrangement is running since 01-04-2008 and the Current term is from 01/04/2025 to 31/03/2025
Salient terms of the contracts or arrangements or transactions including the value, if any:
Rate of Rent	Rs. 58,292/- per month from 01.04.2024 till 31.03.2025
Annual Increase	8%
Local Levies	Payable by the Company
Justification for entering into such contracts or arrangements or transactions	The Company is using the Shops for its office purpose and paying the rent as per market rate. As such, this Transaction is justified and is in the interests of the Company.
Date(s) of approval by the Board, if any	11.12.2007 & 12.02.2013
Amount paid as advances, if any:	Rent is paid in advance on monthly basis
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	Not Required
Name(s) of the related party and nature of relationship	Rajneesh Bansal - Managing Director (DIN 00077230)	Amount for the FY 24-25 (Rs.)
Nature of contracts/arrangements/transactions	Rent Agreement in respect of Shop No 1A, Ground Floor, Asian Plaza Complex Main Chowk, Mcleodganj, Dharamsala, Distt. Kangra (HP), owned by him.	12,95,365/-

 

Duration of the contracts/arrangements/transactions	The arrangement is running since 01-04-2008 and the Current term is from 01/04/2023 to 31/03/2026
Salient terms of the contracts or arrangements or transactions including the value, if any:
Rate of Rent	Rs. 107947/- per month from 01.04.2024 to 31.03.2025
Annual Increase	8%
Local Levies	Payable by the Company.
Justification for entering into such contracts or arrangements or transactions	The Company is using the Shop for its office purpose and paying the rent as per market rate. As such, this Transaction is justified and is in the interests of the Company.
Date(s) of approval by the Board, if any	11.12.2007 & 07.02.2014
Amount paid as advances, if any:	Rent is paid in advance on monthly basis.
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	Not required.

RENT RECEIVED FROM WHOLLY OWNED SUBSIDIARY COMPANY

Name(s) of the related party and nature of relationship	Paul Merchants Finance (Pvt.) Ltd. (PMFPL) (CIN U65921CH2010PTC032462) Wholly Owned Subsidiary Company	Amount for the FY 24-25 (Rs.)
Nature of contracts/arrangements/ transactions	Rent Agreement for giving a portion measuring 1200 Sq.ft. approx. at Ground Floor of Company owned showroom SCO 829-830, Sector 22-A, Chandigarh, on rent to PMFPL. W.e.f. 14/05/2024.	22,05,072/-
Duration of the contracts/ arrangements/transactions	The arrangement is running since 15-09-2012. The Rent Agreement tenure in respect of SCO 829-830, Sector 22-A, Chandigarh was from 01.06.2022 till 31.05.2025. Later, due to renovation work in the said premises, in place of this space, the rent agreement in respect of SCO 827-828, Sector 22A, Chandigarh got executed and its tenure was from 24.05.2023 till 24.04.2024. Then, the rent agreement in respect of SCO 829- 830, Sector 22A, Chandigarh got restored and its tenure is from 14.05.2024 till 13.05.2027.

Salient terms of the contracts or arrangements or transactions including the value, if any:

Rate of Rent	Rs. 183756/- per month from 01.04.2024 to 31.03.2025
Annual Increase	7%
Local Levies	Local levies, Server expenses and utility bills included in rent. (GST payable by the Lessee)
Justification for entering into such contracts or arrangements or transactions	The Company has let out this portion for use of the same by its Wholly Owned Subsidiary Company for its office purpose and is receiving the rent as per market rate.
	As such, this Transaction is justified and is in the interests of the Company.
Date(s) of approval by the Board, if any	17.08.2012 & 14.05.2019, 23.05.2023, 09.11.2023
Amount paid as advances, if any:	Rent is received in advance on monthly basis.
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	Not required.

 

Name(s) of the related party and nature of relationship	Paul Merchants Finance (Pvt.) Ltd. (CIN U65921CH2010PTC032462) Wholly Owned Subsidiary Company	Amount for the FY 24-25 (Rs.)
Nature of contracts/arrangements/ transactions	Rent Agreement for giving a portion measuring 2500 Sq. Ft. approx. at Ground Floor of Company owned Godown, Hadbast No. 234, At Vakia mauja Pabhat,Tehsil Derabassi, S.A.S. Nagar, Mohali on rent	6,62,010/-
Duration of the contracts/ arrangements/transactions	The arrangement had come into effect w.e.f. 10-02-2023 and the Current term is from 10/02/2023 to 09/02/2026
Salient terms of the contracts or arrangements or transactions including the value, if any:
Rate of Rent	Rs. 54,000/- (exclusive of GST) per month from 10.02.2024 to 09.02.2025 and 58320/- (exclusive of GST) per month from 10.02.2025 to 31.03.2025. The arrear of Rs. 6758/- for the months of February and March, 2024 has been paid by the Company in the month of April, 2024.
Annual Increase	8%
Local Levies	Local levies and utility bills payable by the Lessor. GST payable by the Lessee.
Justification for entering into such contracts or arrangements or transactions	Paul Merchants Finance Private Limited is a Wholly Owned Subsidiary of the Company and is using 2500 sq. ft. area on the ground Floor of Companys Godown located at village Pabhat, Zirakpur, Punjab and is paying rent as per market rates. As such, this Transaction is justified and is in the interests of the Company
Date(s) of approval by the Board, if any	09.02.2023
Amount paid as advances, if any:	Rent is received in advance on monthly basis.
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	Not required.

 

Name(s) of the related party and nature of relationship	PML Realtors (Pvt.) Ltd. (CIN:U70109CH2017PTC041807) A Wholly Owned Subsidiary Company	Amount for the FY 24-25 (Rs.)
Nature of contracts/arrangements/ transactions	Rent Agreement for giving a portion measuring 110 Sq. Ft. at 2nd Floor of Company owned showroom SCO 827-828, Sector 22-A, Chandigarh on rent.	1,95,941
Duration of the contracts/ arrangements/transactions	From 18/12/2017 onwards until terminated by either party
Salient terms of the contracts or arrangements or transactions including the value, if any:
Rate of Rent	Rs. 16,140/- per month from 01.04.2024 to 07.02.2025 and Rs. 17,432/- per month w.e.f. 08.02.2025 till 31.03.2025 (inclusive of GST).
Annual Increase	8%
Local Levies	Payable by the Lessor.
Justification for entering into such contracts or arrangements or transactions	The Company has let out this portion for use of the same by its Wholly Owned Subsidiary Company for its office purpose and is receiving the rent as per market rate. As such, this Transaction is justified and is in the interests of the Company.
Date(s) of approval by the Board, if any	14.11.2017 & 07.02.2019
Amount paid as advances, if any:	Rent is received in advance on monthly basis.
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	Not required.

RENT RECEIVED FROM A COMPANY IN WHICH RELATIVES OF DIRECTORS ARE HOLDING DIRECTORSHIP AND SHAREHOLDING

Name(s) of the related party and nature of relationship	Paul E-Commerce (P) Ltd.,(CIN: U93090CH2006PTC029897)- a Company in which relatives of Directors are holding Directorship and Shareholding	Amount for the FY 24-25 (Rs.)
Nature of contracts/arrangements/ transactions	Rent Agreement for giving Half portion of Basement of Company owned building C-21, Pamposh Enclave, New Delhi on rent	4,19,580/-
Duration of the contracts/ arrangements/transactions	The arrangement is running since 01-10-2017 and the current term is from 01-10-2024 to 30-09-2027
Salient terms of the contracts or arrangements or transactions including the value, if any:
Rate of Rent	Rs. 33,620/- per month from 01.04.2024 to 30.09.2024 and Rs. 36,310/- per month w.e.f. 01.10.2024 till 31.03.2025. GST is in addition to this rate of rent is payable by the Lessee.
Annual Increase	8%
Local Levies	All local levies & Taxes are payable by the Lessor.
Justification for entering into such contracts or arrangements or transactions	The Company has let out this portion for use of the same by the Lessee Company for its office purpose and is receiving the rent as per market rate. As such, this Transaction is justified and is in the interests of the Company.
Date(s) of approval by the Board, if any	21.09.2017
Amount paid as advances, if any:	Rent is received in advance on monthly basis.
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	Not required.

REVENUE RECEIVED FROM WHOLLY OWNED SUBSIDARY COMPANY

Name(s) of the related party and nature of relationship	Paul Merchants Finance (Pvt.) Ltd. (PMFPL) (CIN U65921CH2010PTC032462) Wholly Owned Subsidiary Company				Amount for the FY 24-25 (Rs.)
Nature of contracts/arrangements/transactions	Commission received for INDO-NEPAL Money Transfer Services				7,555/-
Duration of the contracts/arrangements/transactions	Agreement dated 16.11.2015, Addendum dated 17.11.2018 and Amendment dated 11.08.2022, vide which the Company is acting as an Agent of PMFPL for offering Indo Nepal Money Transfer Services.
	The said Agreement was initially valid for One year and has been extended thereafter for successive terms of One year each.
Salient terms of the contracts or arrangements or transactions including the value, if any:
Rate	On every Transaction of Indo Nepal Money Transfer processed by the Company, the entitlement of the company is as given below:-
	Transaction Type	Amount of the Transact ion (Rs)	Amount to be Collected by PML from Customer s	Entitlement of PML (including GST)

 

			(including GST)
	Cash to Cash	Up to INR 5000	150	25.33
		Above INR 5000	199	37.25
	Cash to Account	Up to INR 5000	90	20.30
		Above INR 5000	120	24.56
	A sum of Rs. 7,555/- has been received as commission from Paul Merchants Finance (Pvt.) Ltd on this account. Applicable GST on the income received by the respective parties is borne by themselves.
Annual Increase	N/a
Justification for entering into such contracts	The Company is acting as an Agent of Paul Merchants Finance (Pvt.) Ltd. for offering
or arrangements or transactions	Indo Nepal Money Transfer Services and is receiving the share in gross commission, which is adding up to its revenues. As such, this Transaction is justified and is in the interests of the Company.
Date(s) of approval by the Board, if any	Addendum to the Agreement dated 16.11.2015, had been approved by the Board on 13.11.2018. Amendment Agreement was approved on 10.08.2022
Amount paid as advances, if any:	As mutually agreed from time to time.
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	Not required.

COMMISSION PAID TO WHOLLY OWNED SUBSIDIARY COMPANY

Name(s) of the related party and nature of relationship	Paul Merchants Finance (Pvt.) Ltd. (PMFPL) (CIN U65921CH2010PTC032462) Wholly Owned Subsidiary Company	Amount for the FY 24-25 (Rs.)
Nature of contracts/arrangements/transactions	Commission paid in respect of referral of Forex related transactions by PMFPL to the Company, as Referral Agent of the Company.	724,521
Duration of the contracts/arrangements/ transactions	Perpetual Referral Agreement dated 06.08.2019, which is valid till terminated by any party
Salient terms of the contracts or arrangements or transactions including the value, if any:
Rate	Commission @ 70% of the margin earned by the company on every transaction referred to by PMFPL, is shared by the Company to PMFPL
Annual Increase	N/A
Taxes	Applicable GST on the income received by the respective parties is borne by themselves.
Justification for entering into such contracts or arrangements or transactions	Under this arrangement, PMFPL refers Forex customers to the Company as per the terms and conditions of the Referral Agreement, which is adding up to the revenues of the Company. As such, this Transaction is justified and is in the interests of the Company.

 

Date(s) of approval by the Board, if any	06.08.2019
Amount paid as advances, if any:	NA
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	Not required.

 

Name(s) of the related party and nature of relationship	Paul Merchants Finance (Pvt.) Ltd. (PMFPL) (CIN U65921CH2010PTC032462) Wholly Owned Subsidiary Company	Amount for the FY 24-25 (Rs.)
		4,98,984/-
Nature of contracts/arrangements/transactions	Commission paid in respect of travel related services offered by PMFPL as per the Distributor Arrangement
Duration of the contracts/arrangements/ transactions	Customer Referral Agreement dated 21.05.2024 is valid for an initial term of 3 (Three) years and shall thereafter be renewed mutually between the parties
Salient terms of the contracts or arrangements or transactions including the value, if any:
	a) In respect of every transaction referred by PMFPL, the Company will pay Commission @70% of the Net Revenue earned on that transaction, to PMFPL.
Rate	b) Settlement of the Commission in respect of customers so referred by PMFPL to PML shall be done by PML on Monthly basis on the basis of an Invoice to be raised by PMFPL to PML on or before 7th of the following month. The settlement shall be made by PML within the next 7 days.
Annual Increase	NA
Taxes	Applicable GST on the income received by the respective parties is borne by themselves.
Justification for entering into such contracts or arrangements or transactions	Under this arrangement, PMFPL shall be acting as a Referral Agent of PML for referring customers for Travel Products to PML and will receive commission from PML towards the services rendered as per the terms and conditions of the Customer Referral Agreement, which is adding up to the revenues of the Company. As such, this Transaction is justified and is in the interests of the Company.
Date(s) of approval by the Board, if any	14.05.2019, 14.11.2022, 16.05.2024
Amount paid as advances, if any:	NA
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	Not required.

REMUNERATION PAID TO MR. HARDIK BANSAL

Name(s) of the related party and nature of relationship	Mr. Hardik Bansal- Son of Mr. Rajneesh Bansal, Managing Director of the Company		Amount for the FY 24-25 (Rs.)
Nature of contracts/arrangements/transactions	Payment of Remuneration		5,99,921/-
Duration of the contracts/arrangements/ transactions	The employment is valid until terminated by any party by giving prior notice of one month to the other.
Salient terms of the contracts or arrangements or transactions including the value, if any Justification for entering into such contracts or arrangements or transactions		Mr. Hardik Bansal is working as an employee of the Company and handles the legal matters filed by and/or against the Company and during the FY 2024-25, a sum of Rs. 5,99,921/- has been paid to him as remuneration for the services rendered by him Mr. Hardik Bansal is working as an employee of the Company and handle the legal matters filed by and/or against the Company on day to day basis. As such, this Transaction is justified and is in the interests of the Company.
Date(s) of approval by the Board, if any		16/05/2024
Amount paid as advances, if any:		NA

ANNEXURE D-6 TO THE DIRECTORS REPORT:-

A. Conservation of Energy :

(i) Steps taken or impact on conservation of energy:- Though energy does not form a significant portion of the cost for the Company, yet wherever possible and feasible, continuous efforts are put for conservation of energy and to minimize traditional power cost. The Energy conservation measures include encouraging the use of solar lights, low power consuming apparatus, replacement of old electrical units with new energy efficient units. (ii) Steps taken by the company for utilising alternate sources of energy:- Wherever possible, paperless processes are adopted under Green Initiative. Staff of the Company is regularly sensitized about conservation of power and paper. The vehicles operated by the company are in compliance of all pollution control regulations. (iii) Capital investment on energy conservation equipments:- As the Company is in service sector, and solar systems/plants have been installed wherever possible, capital investment on energy conservation equipments is not significant to be reported.

B. Technology Absorption:-

(i) Efforts made towards technology absorption:- The Company continues to absorb and upgrade modern technologies in its business operations and back-end support functions like Accounts, Human Resource Management, Marketing, Operations, Secretarial and Compliance functions. (ii) Benefits derived like product improvement, cost reduction, product development or import substitution:- The benefit derived from above steps enable the Company to carry on its operations in an efficient and cost-effective manner which in turn helps the Company offer its services and products in a more competitive manner. (iii) There is no imported technology in the Company. (iv) No specific or separate expenditure incurred on Research and Development because of the nature of operations of the Company.

C. Foreign Exchange Earnings in terms of actual inflows and Foreign Exchange

Outgo during the year in terms of actual outflows:-

	2024-25	2023-24
PARTICULARS	Amount (Rs. In Lakhs)	Amount (Rs. In Lakhs)
Foreign Exchange Outgo
Towards Travelling Overseas	25.52	13.36
Towards Overseas Tour Packages Business	221.28	86.66

 

Towards Membership & Subscription Fee (IATA & ASTA)	1.18	2.65
Towards Advertisement & Telecom Expenses	6.49	0.14
Towards Revenue Share for outward	-	64.15
Remittances
Total	254.47	166.96
Foreign Exchange Receipts
Tour Packages Business	18.35	15.89
Revenue share from Forex Business	117.82	282.07
Total	136.17	297.96

ANNEXURE D-7 TO THE DIRECTORS REPORT

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2024-25

1. A brief outline on CSR policy of the Company Our CSR Vision

"To actively contribute to the social and economic development of the communities in which we operate. In so doing, to build a better, sustainable way of life for the weaker sections of society and to raise the countrys human development index".

The Company is vigilant in its enforcement towards corporate principles and is committed towards sustainable development and inclusive growth. The company constantly strives to ensure strong corporate culture which emphasizes on integrating CSR values with business objective. It also pursues initiatives related to quality management, environment preservation and social awareness.

OUR CSR MISSION

The mission of our CSR projects are to Demonstrate commitment to the common good through responsible business practices and good governance Actively support the states development agenda to ensure sustainable change Set high standards of quality in the delivery of services in the social sector by creating robust processes and replicable models Engender a sense of empathy and equity among employees of PML to motivate them to give back to the society

PROJECTS OR PROGRAMMES PROPOSED TO BE UNDERTAKEN

Any activity as provided in the Schedule VII of the Companies Act, 2013 as decided by the CSR Committee and the Board of Directors as per the CSR Policy of the Company. During the year under review, the Company has undertaken CSR activities as per details given under point no. 6.

The CSR Policy of the Company is available on the website of the Company under the following weblink:-

https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/07/CSR-Policy.pdf

2. Composition of CSR Committee:-

Sr. No. Name of Director	Designation /Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1. Sh. Sat Paul Bansal	Non-Executive Non- Independent Director, Chairman	4	4
2. Sh. Rajneesh Bansal	Managing Director, Member	4	4
3. Sh. Bhupinder Singh	Non-Executive Independent Director, Member	4	4

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

CSR Committee:- https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2024/04/CSR-Committee-1.pdf

CSR Policy: https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/07/CSR-Policy.pdf

CSR Projects: https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2024/05/Annual-Action-Plan.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of Rule 8, if applicable: -

Not Applicable as the company is not having average CSR obligation of Rs. 10 crores or more in pursuance of subsection (5) of section 135 of the Act, in the three immediately preceding financial years.

5. (a) Average net profit of the Company as per sub-section (5) of Section 135:

Rs. 31,22,53,545/- (Rupees Thirty One Crores Twenty Two Lakhs Fifty Three Thousand Five Hundred and Forty Five Only)

(b) Two percent of average net profit of the company as per sub-section (5) of section 135:-

Rs. 62,45,071/- (Rupees Sixty Two Lakhs Forty Five Thousands and Seventy One Only)

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: - NIL

(a) Amount required to be set-off for the financial year, if any:- Rs. 5,37,836/-

(b) Total CSR obligation for the financial year [(b)+(c)-(d)] : Rs. 57,07,235/-

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project).

Amount spent on ongoing projects: - Not Applicable

Details of CSR amount spent against other than ongoing projects for the financial year:-

1 2	3	4	5		6	7	8
Sr. No. Name of the Project	Item from the list of	Loc al area	Location of the project		Amount spent for	Mode of impleme	Mode of implementation - Through implementing agency.
	activities in schedule VII to the Act.	(Yes / No).	State	District	the project (in Rs.)	ntation - Direct (Yes/No)	Name	CSR registration number
1. Expenditure on Healthcare project DWAI (Drugs and Wellness for All in Indigence Project, whereby medicines are collected from households and distributed free of cost to poor and needy people	Promoting Health Care	Yes	Chandiga rh	Chandigarh	20060	Yes	__	__

 

2. Maintaining the Shelter house (Panah) at GMCH, Sector 32, Chandigarh for patients & their attendants staying there	Promoting Health Care	Yes	Chandiga rh	Chandigarh	214049	Yes	--	--
3. Running of Training Centre for providing free of cost training in Stitching & Tailoring	Promoting employment enhancing vocational skills	Yes	Punjab	Barnala	75,600	Yes	-	-
4. Activities for needy Women Scholarship to needy Girl Students of C.L. Aggarwal DAV Model School, Sector 7-B, Chandigarh Building Auditorium and Class Rooms for Smt. Shanti	Promoting Education	Yes	Chandiga rh	Chandigarh	10,00,000	Yes	-	-
5. Devi Memorial Girls Government School, Tapa Mandi Eradicating Hunger,	Promoting Education	Yes	Punjab	Tapa Mandi	13,15,591	Yes
6. Organizing community lunch in Chandigarh Construction of School	Eradicatio n of Hunger	Yes	Chandiga rh	Chandigarh	688371	Yes	-	-
7. Building in Madan Mohan Agarwal Public School, Dabawali at Distt. Sirsa, Haryana	Promoting Education	Yes		Dabawali at Distt. Sirsa, Haryana	2500000	No	Bhagwan Shri Krishan college of Education	CSR0008493 8
TOTAL					5813671

b. Amount spent in Administrative Overheads: Rs. 90,539/- c. Amount spent on Impact Assessment, if applicable: Not Applicable d. Total amount spent for the Financial Year (a+b+c) : Rs. 59,04,210/- e. CSR amount spent or unspent for the Financial Year:

Total Amount Spent for the Financial Year. (in Rs.)			Amount Unspent (in Rs.)
	Total Amount transferred to Unspent CSR Acco unt as per sub- section (6) of section 135.		Amount transferred to any fund specified under Schedule VII as per second proviso to sub- section (5) of section 135
	Amount	Date of Transfer	Name of Amount the Fund	Date of Transfer
Rs. 59,04,210/-			N.A.

f. Excess amount for set-off, if any:

SI. No. Particular	Amount (in Rs.)
(1) (2)	(3)
(i) Two percent of average net profit of the company as per sub- section (5) of section 135	6245071/-
(ii) Total amount spent for the Financial Year	59,04,210/- +
	Rs. 5,37,836/- excess carried forward from FY 2023-24
(iii) Excess amount spent for the Financial Year [(ii)-(i)]	1,96,975/-
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	Nil
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]	1,96,975/-

7. Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:

2	3	4	5	6		7	8
Preceding Financial Year (s)	Amount transferred to Unspent CSR Account under sub-	Balance Amount in unspent CSR Account under	Amount Spent in the Financial Year (in Rs)	Amount transferred to a fund as specified under Schedule VII as per second proviso to sub-section (5) of Section 135, if any		Amount remaining to be spent in succeeding financial years.	Deficiency, if any (in Rs.)
	section (6) of section 135 (in Rs.)	sub- section (6) of section 135 (in Rs.)		Amount (in Rs).	Date of transfer
FY-1
FY-2
FY-3

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Furnish the details relating to such asset (s) so created or acquired through Corporate Social Responsibility amount spend in the financial year:

SI. No.	Short Particulars of the Property or assets (s) [including complete address and location of the property]	Pin code of the property or assets(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
(1)	(2)	(3)	(4)	(5)	(6)
					CSR Registration Number, if applicable	Name	Registered address
				Not Applicable

(All the fields should be captured as appearing in the revenue record, flat no. house no, Municipal Corporation/Gram panchayat are to be specified and also the area of the immoveable property as well as boundaries)

9. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per subsection (5) of section 135.