Paul Merchants Ltd Directors Report

For further details, k indly refer to the Financial Statements and Management Discussion & Analysis Report annexed as Annexure D-3, which forms part of this report.

STATE OF COMPANYS AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS IN T ERMS OF SECTION 134 (3)(i) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5)(I) OF THE COMPANIES (ACCOUNTS) RULES, 2014

The Company operates principally in three business verticals, Foreign Exchange, Tours & Travels and International Money Transfer. During the year under review, Gross revenue from Foreign Exchange Services stood at Rs. 2039.75 Crores, Service Charges on Foreign Exchange Services stood at Rs. 1.71 crores. In Tours & Travel Segment, Turnover from Hotel Bookings & Packages stood at Rs. 3.04 crores and

Revenue from other activities in the said segment stood at Rs. 2.10 crores. Other operating revenues stood at Rs. 9.31 Crores, which includes Gross revenue from International Money Transfer of Rs. 24.58 Lakhs. The Profit before tax stood at Rs. 17.56 Crores and Profit after tax stood at Rs. 13.19 crores after adjusting for deferred Tax. For further details, kindly refer to the Financial Statements, Management Discussion & Analysis Report annexed as Annexure D-3.

Launch of the Paul Merchants Global Currency Card:- On October 7, 2025, the Company officially launched its Paul Merchants Global Currency Card, a forex product developed in a strategic partnership with Mastercard and Pine Labs. This product launch serves as a core pillar of the Companys business re-engineering strategy to drive non-cyclical revenue growth and optimize operating margins.

Product Specifications & Market Position:-

Category: Prepaid Multi-Currency Forex Card.

Target Segment: International market (overseas students, c orporate executives, and leisure travellers). Geographic Validity: Globally operational across all major countries, excluding standard currency-restricted zones (Nepal, Bhutan, and CIS countries). Core Mechanism: Supports nine major global currencies on a single card, hedging users against spot-rate volatility and reducing reliance on physical currency.

Operational Impact: By utilizing Mastercards global network and Pine Labs processing infrastructure, the card ensures robust compliance security for the Company as an Authorized Dealer Category-II entity. This digital asset expands c ross-border transaction volumes, secures stable fee-based revenue, and is projected to boost the Forex divisions profitability for FY 2026-27.

Withdrawal of Credit Rating:- On February 19, 2026, Infomerics Valuation and Rating Limited downgraded and simultaneously withdrawn the credit ratings assigned to the total bank facilities of Paul Merchants Limited (PML).

Key Rationale & Terms of Withdrawal

Voluntary Request: The withdrawal was initiated at the formal request of the Company. Bank Consent: In line with regulatory compliance, PML successfully secured and submitted the mandatory No Objection Certificate (NOC) and No Dues Certificate from its lending banking institutions for the sanctioned, outstanding bank facilities. Proposed Facilities: The rating assigned to the proposed long-term/short-term facilities was also withdrawn based on formal confirmation by PML that the Company is not going ahead with raising these loans as originally envisaged

Slump Sale of Gold Loan Business Undertaking of the wholly owned subsidiary, Paul Merchants Finance Private Limited (PMFPL):-

The Board of Directors of Paul Merchants Limited and its material wholly owned subsidiary, Paul Merchants Finance Private Limited (PMFPL), approved the transfer of PMFPLs Gold Loan Business to L&T Finance Limited (Acquirer) via a slump sale on a going concern basis through a Business Transfer Agreement (BTA) dated February 7, 2025. The transfer of the undertaking was successfully executed on June 9, 2025, triggering a first tranche lump sum purchase consideration of Rs. 660.64 Crores. Out of this initial amount, the Acquirer retained Rs. 25 Crores to be released under agreed timelines, and PMFPL received the remaining balance. Subsequently, the second-tranche consideration was determined to be Rs. 77,49,26,164/-, of which Rs. 15 Crore was designated as a retained amount under the BTA. An additional sum of Rs. 1,21,22,776/- was temporarily kept in abeyance by the Acquirer pending a legal and tax opinion regarding depreciation treatment, allowing PMFPL to receive a balance of Rs. 61,28,03,388/- during that review quarter. The transaction reached its absolute structural conclusion during the last quarter of FY 2025-26 when all outstanding consideration components receivable under the BTA were completely settled. The final adjustments against the retained funds were crystallized, accounting for a Rs. 2,90,217/- deduction due to a gold audit and the resolution of the Rs. 1,21,22,776/- depreciation adjustment previously held in abeyance. Accordingly, PMFPL successfully received a net sum of Rs. 13,61,33,435/- during the last quarter of the FY 2025-26, with the final remaining balance of Rs. 14,53,572/- being paid shortly thereafter on April 7, 2026.

Re-grouping of Share Premium:-

ANNUAL RETURN

In terms of Section 134 (3)(a) of the Companies Act, 2013 (hereinafter to be referred to as Act) the Annual Return as referred to in sub section (3) of Section 92 is available on the weblink https://www.paulmerchants.net/annual-return-2025-26/

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The information in terms of Section 134(3)(b) of the Act is given below:-

During the Financial year 2025-26, 4 (Four) Board Meetings were held. The dates on which the Board Meetings were held are 26/05/2025, 13/08/2025, 12/11/2025 and 12/02/2026. Further details as required under Part C of Schedule V to the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Corporate Governance Report, which is annexed as Annexure D-9, forming part of this Report.

Further, in terms Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 1 (One) meeting of the Independent Directors was held on 12.02.2026.

DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134 (3) (c) read over with Section 134 (5) of the Companies Act, 2013, your Directors confirm that:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FRAUDS REPORTED BY AUDITORS

In terms of Section 134 (3)(ca) of the Act, there are no frauds reported by auditors under sub-section (12) of Section 143. Further, there are no frauds reported by auditors to the Central Government.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB SECTION 6 OF SECTION 149 OF THE COMPANIES ACT, 2013

It is hereby stated in terms of Section 134 (3)(d) of the Act, that all Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 read over with Regulation 16(1)(b) and 25(8) of Listing Regulations. They have also given a declaration that their respective names have already been included in the data bank maintained by the Indian Institute of Corporate Affairs, Manesar and as such they are in compliance of sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMPs and other employees is attached as Annexure D-1 as Nomination and Remuneration Policy, which forms part of this report.

EXPLANATIONS OR COMMENTS BY THE BOARD IN TERMS OF SECTION 134(3)(f) ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:-

(i) by the Auditor in his report:-

M/s RAJIV GOEL & ASSOCIATES (Firm Regn. No. 011106N), Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company at the 41st Annual General Meeting held on 19th September, 2025 for a term of five consecutive years. The Auditors Report being self-explanatory, requires no comments from the Directors. Further, there are no reservations, qualifications, disclaimers, adverse remarks or Modified opinion in the Audit Reports issued by them in respect of

Standalone as well as Consolidated Financial Statements of the Company for the Financial Year 2025-26.

(ii) by the Company Secretary in practice in his Secretarial Audit Report:-

M/s Anil Negi & Company, Company Secretary in practice having CP no. 17213 and Membership no. 46547 was appointed by the Board of Directors as Secretarial Auditor of the Company for a term of Five (5) consecutive years, commencing from the Financial Year 2025-26 till Financial Year 2029-30 pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A other applicable Regulations, if any, of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the 41st Annual General Meeting of the Company, he was appointed for a term of five consecutive years. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is annexed as Annexure D-2 and forms part of this report. There are no qualifications, reservations, adverse remarks or disclaimer by the Secretarial Auditor in the Report issued by them for the financial year 2025-26 which call for any explanation from the Board of Directors.

Further, there is one material unlisted subsidiary of the Company M/s Paul Merchants Finance (Pvt) Limited during the Financial Year under review. As such, Secretarial Audit Report of the said material unlisted subsidiary has also been annexed to this Report as Annexure D-2A in compliance with Regulation 24A of Listing Regulations. There are no qualifications, reservations, adverse remarks or disclaimer by the Secretarial Auditor in the Report issued by him for the financial year 2025-26 which call for any explanation from the Board of Directors.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Act, particulars of Loans, Guarantees, Securities and Investments under Section 186 of the Act made during the Financial Year 2025-26 are attached as Annexure D-4 which forms part of this report. Further reference in this regard can be made to Note 2, 3, 7, 10, 11 and 39 to the Standalone Financial Statements for further details.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(h) of the Act read over with Rule 8(2) of the Companies (Accounts) Rules, 2014, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year were on an arms length basis and in the ordinary course of business. In the opinion of the Board, these transactions were justified to be executed because all the transactions had been entered into in the ordinary course of business of the Company in the furtherance of the business objectives. All the said transactions were done with prior approval of the Audit Committee and the Board as required under the relevant Statutes. The transactions entered into pursuant to the omnibus approval of the Audit Committee were also placed every quarter before the Audit Committee for its review.

All the said transactions do not attract the provisions of Section 188 of the Companies Act, 2013 and as such, though not required under the said Section, the details of these transactions have been given in Form AOC-2 on voluntary basis as a matter of good corporate governance, annexed as Annexure D-5, which forms part of this report. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has also duly filed the reports on related party transactions with the Stock Exchange BSE Ltd., duly within the dates prescribed under the said Regulation.

During the year under review, the Company has not entered into any contract or arrangement with related parties which could be considered ‘material within the meaning of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and according to the policy of the Company on Materiality of Related Party Transactions. Your attention is also drawn to the Related Party disclosures set out in Note no. 42 of the standalone Financial Statements for further details, forming part of this Annual Report.

During the year under review, the details of transaction(s) of your Company with entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are NIL, as there is no such entity. Further, the details of transactions with persons belonging to the promoter/promoter group who hold(s) more than 10% shareholding in the Company, have been included in form AOC-2, annexed as Annexure D-5 to this Report.

During the year under review, the Board of Directors approved an increase in the remuneration payable to Mr. Hardik Bansal who is son of Mr. Rajneesh Bansal, Managing Director of the Company, and who was holding the position of Law Officer of the Company (a related party holding an office or place of profit in the Company), with effect from July 1, 2025, pursuant to Section 188(1)(f) of the Companies Act, 2013 read with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This approval was based on the recommendation of the Nomination and Remuneration Committee and Audit Committee and was in accordance with the Companys remuneration policy, considering his performance, experience, and contributions to the Companys legal and compliance functions. The increase primarily involved the introduction of the National Pension Scheme (NPS) component, resulting in a slight overall enhancement in the total annual remuneration by Rs. 30,518/-. His services since have been transferred to the Wholly Owned subsidiary company Paul Merchants Finance (P) Ltd w.e.f. 01.08.2025, where he resigned w.e.f. 30.06.2026.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2025/08/POLICY-ON-RELATED-PARTY-TRANSACTIONS-01.09.2025.pdf

TRANSFER TO RESERVES:-

Entire amount of Net Profit of Rs. 13.19 Crores and Other Comprehensive Income of Rs. 7.91 Lakhs for the year has been transferred to the Reserves under the head “Other Equity” in the Balance Sheet. No amount has been transferred or proposed to be transferred to any other reserves.

DIVIDEND:-

Your Directors have decided to reinvest the earnings in the growth of business and for this reason, have decided to not to recommend any amount for declaration of Dividend for the year under review. Hence, information required in terms of Section 134(3)(k) of the Act is Nil. The provisions regarding formulation of Dividend Distribution Policy were not applicable to the company during the FY 2025-26 in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which require the top 1000 listed entities based on market capitalisation to formulate a Dividend Distribution Policy, as the Company did not fall within the top 1000 listed entities in terms of the list prepared by the BSE Limited under Regulation 3(2) of the said Regulations.

MATERIAL CHANGES AND COMMITMENTS

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 RBI granted a perpetual Authorised Dealer Category-II License to the Company under the Foreign Exchange Management (Authorised Persons) Regulations, 2026. Further details in this regard have been given under the Management Discussion and Analysis Report, which is annexed as Annexure D-3 to the Directors Report.

There are no other material changes or commitments, affecting the financial position of the Company happening between the end of the Financial Year 2025-26, to which the Financial Statements relate and date of this Report. Hence, information as required in terms of Section 134(3)(l) of the Act is Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, F OREIGN EXCHANGE EARNINGS & OUTGO

The requisite information in terms of Section 134(3)(m) of the Act read over with Rule 8(3) of Companies (Accounts) Rules, 2014 has been given as per Annexure D-6, annexed to this Report.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY IN TERMS OF SECTION 134(3)(n) OF THE ACT

The Company has established a c omprehensive Risk Management Policy in accordance with the Companies Act, 2013 and Regulation 17(9)(b) of the Listing Regulations. The Policy outlines a structured approach to identifying, assessing, and mitigating risks that may impact the Companys operations or threaten its existence. It promotes a proactive risk-aware culture across all levels of the organization. The Board of Directors periodically reviews the Risk Management Policy, monitors critical risks, and issues necessary directives to the Management and the Risk Management Committee. Though not covered under Regulation 21(5), the Company has voluntarily constituted a Risk Management Committee comprising Board members and senior management, which oversees the risk management framework and its implementation. Risks are categorized as High, Medium or Low, and appropriate control systems are in place for their mitigation. The Policy also emphasizes safeguarding the Companys human, financial, and physical assets with minimal disruption and cost. Regular updates and reviews ensure continued relevance and effectiveness of the risk mitigation strategies.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR IN TERMS OF SECTION 134(3)(o) OF THE ACT:-

Other details of the CSR Committee and CSR Policy is furnished in the Report on Corporate Governance, which is annexed as Annexure D-9 to this report.

A STATEMENT INDICATING T HE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN MADE IN TERMS OF SECTION 134(3)(p) OF THE ACT READ OVER WITH RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014:-

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in c onsultation with its Nomination & Remuneration Committee, has put in place a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of Directors of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole:

(i) T he Frequency of Meetings (ii) Quantum of Agenda (iii) Administration of Meetings

(iv) F low and quantity of Information from the Management to the Board (v) Number of Committees and their role. (vi) Overall performance of the Company

b. Criteria for evaluation of the Board Committees: (i) T he Frequency of Meetings (ii) Quantum of Agenda (iii) Administration of Meetings

(iv) F low and quantity of Information from the Management to the Committee (v) Role of Committees. (vi) Contribution to the decision making process of the Board.

c. Criteria for evaluation of the Individual Directors including Independent Directors;

(i) Experience and ability to contribute to the decision making process (ii) Problem solving approach and guidance to the Management (iii) Attendance and Participation in the Meetings (iv) Personal competencies as per Chart given in the Nomination and Remuneration Policy and contribution to strategy formulation (v) Contribution towards statutory compliances, monitoring of controls and Corporate Governance (vi) T he evaluation of independent directors shall be done by the entire board of directors which shall include:- (a) Performance of the directors; and (b) fulfillment of the independence criteria as specified in the Companies Act, 2013 and Listing Regulations and their independence from the management: Provided that in the above evaluation, the directors who are subject to evaluation shall not participate

The performance evaluation of all the Independent Directors shall be done by the entire Board and while doing so, the Director subject to evaluation shall not participate. On the basis of performance evaluation done by the Board, it will be determined whether to extend or continue their term of appointment, whenever their respective term expires.

Accordingly, for the FY 2025-26, the annual performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors has been carried by the Board in its Meeting held on 27-05-2026 in terms of the provisions of Section 134 (3) (p) of the Companies Act, 2013 read over with Rule

8(4) of Companies (Accounts) Rules, 2014 and also in terms of Regulation 17(10) of the Listing Regulations as per above criteria and the Board expresses its satisfaction over the performance of the Board of Directors of the Company, its Committees and Individual Directors, including Independent Directors. The performance evaluation of all the Independent Directors have been done by the entire Board and while doing so, the Director subject to evaluation had not participated. On the basis of performance evaluation done by the Board, it has been determined whether to extend or continue the term of appointment of concerned directors, whose term was due to expire during the year under review.

The Independent Directors had met separately on 12-02-2026 without the presence of Non-Independent Directors and the members of management, except the Company Secretary of the Company who was present in the meeting for the purpose of coordination. In the said Meeting, the Independent Directors discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director, performance of the entire Board of the Company as a whole and all its Committees in its meeting held on 08-05-2026 as per above mentioned criteria.

The Board of Directors express their satisfaction over the evaluation process.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE FINANCIAL YEAR UNDER REVIEW

The information in terms of Rule 8 (1) of Companies (Accounts) Rules is given below:-

The Company has three Wholly Owned Subsidiaries namely:-

a. Paul Merchants Finance Private Ltd., which was engaged in the business of Gold Loans, Business/personal loans, distribution of Insurance products and PPI

Instruments, sold its Gold Loans vertical w.e.f. 09/06/2025 and now is in the business of Loan Against Property (LAP), Large Corporate Lending, Vehicle Loans, Direct Assignment (DA) of Loans, Co-lending Partnerships, Loan Against Securities (LAS), Loan Against Silver, and other financial products as permitted in terms of applicable RBI Regulations.

b. Paul Merchants Realtors Private Ltd., is engaged in buying and selling of Real Estate Properties.

c. Paul Infotech Private Limited, which was incorporated for undertaking the activities of information technology services and solutions, has not undertaken any commercial operations in the FY 2025-26.

During the FY 2025-26, the Wholly Owned Subsidiary Company Paul Merchants Finance (Private) Ltd. achieved gross revenue (including discontinued operations) of Rs. 381.56 crores as against previous year figures of Rs. 220.66 crores registering a growth of 72.92% over previous year. Further, the said Subsidiary Company achieved a Net profit after Tax of Rs. 269.24 crores as against the previous year figures of Rs. 57.06 crores. It is important to note here that the gross revenue includes revenue from gold loan division, which has been sold by the said WOS to L&T Finance Limited on 09/06/2025 and Net profit after Tax also includes Long term capital gain on transfer of gold loan business undertaking by way of slump sale during the year under review.

On 30.06.2026, Paul Merchants Finance (Private) Ltd was reclassified by the Reserve Bank of India from a Middle Layer Non Banking Financial Company (NBFC-ML) to a Base Layer Non Banking Financial Company (NBFC-BL), as the asset size of the said Company, as per its latest audited balance sheet as at 31 March 2026, stood below Rs.1,000 crore.

The name of the Wholly Owned Subsidiary Company PML Realtors Private Limited was changed to Paul Merchants Realtors Private Ltd. on 18.11.2025. The said WOS, during the FY 2025-26, on consolidated basis, achieved total income of Rs 10.39 crores as against previous year figure of Rs. 6.27 crores. Further, the said Subsidiary Company achieved Net Profit after Tax of Rs. 2.03 crores as against previous year figures of Rs. 0.87 crores registering an increase in profit of 133.33 % over previous year.

During the FY 2025-26, on standalone basis, The Company Paul Merchants Realtors (Private) Ltd (Earlier Known as PML Realtors Private Limited) achieved total income of Rs. 10.75 Crores as against previous year figure of Rs. 6.27 crores. Further, the company achieved Net Profit after Tax of Rs. 2.00 Crores as against previous year figures of Rs. 0.87 Crores registering an increase in Profit of 129.44 % over a previous year.

Paul Landscape Realtors LLP, in which 95% investment is held by Paul Merchants Realtors (Private) Ltd

During the FY 2025-26, Paul Landscape Realtors LLP achieved gross revenue of Rs. 0.15 Lakhs. Further, the said LLP has incurred Net loss of Rs. 0.56 Lakhs. The share of loss of Paul Landscape Realtors LLP amounting of Rs. 0.53 Lakhs has been accounted for in the Standalone Financial Statements of Paul Merchants Realtors (Private) Ltd.

SSBRO Infra Surge in which 33.33% investment is held by Paul Merchants Realtors (Private) Ltd

During the FY 2025-26, M/s SSBRO Infra Surge LLP achieved gross revenue of Rs. 20.86 Lakhs. Further, the said LLP has incurred Net loss of Rs. 8.40 Lakhs. The share of loss of M/s SSBRO Infra Surge LLP amounting of Rs. 2.80 Lakhs has been accounted for in the Consolidated Financial Statements of Paul Merchants Realtors (Private) Ltd.

The Wholly Owned Subsidiary Company Paul Infotech Private Limited has not undertaken any commercial operations in the FY 2025-26. Gross revenue pertaining to accrued Interest on Fixed Deposits, Unrealized gain on Mutual fund and Income Tax refund was Rs.0.15 Lakhs. The expenses incurred during the year was Rs. 2.53 Lakhs.

Report on the performance and financial position of the Subsidiary Companies and Joint Venture Company in the specified format AOC-1 is annexed to the Directors Report as Annexure D-12.

CHANGE IN THE NATURE OF COMPANYS BUSINESS, IF ANY

There is no change in the nature of Companys business, during the year under review. Hence, information required in terms of Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is nil.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances during the year under review, or thereafter up to the date of this Report, where the Company failed to implement any corporate action within the time limit specified in that behalf.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR UNDER REVIEW, IN TERMS OF RULE 8(5)(iii) OF THE COMPANIES (ACCOUNTS) RULES, 2014

DIRECTORS

Sh. Sat Paul Bansal (DIN 00077499), who was liable to retire by rotation, was reappointed as Non-Executive Non-Independent Director and Chairman of the Company by the Shareholders in their Annual General Meeting (AGM) held on 19.09.2025. He was also reappointed as Director by the shareholders in the same AGM by way of special resolution in compliance with the provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on account of his age exceeding 75 years.

Sh. Rajneesh Bansal (DIN 00077230) was reappointed by the shareholders as Managing Director in their Annual General Meeting (AGM) held on 26.09.2024 for a period of Five years, and the said reappointment came into effect w.e.f. 01.04.2025.

Sh. Inder Sain Negi (DIN 08947230) was reappointed by the shareholders in their Annual General Meeting (AGM) held on 19.09.2025 by way of Special Resolution, as

Independent Director for a second successive term commencing from November 01, 2025 and ending on October 31, 2030 for a period of Five years.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Sh. Ritesh Vaid (DIN 09433856), Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Further, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee and Audit Committee, proposes the re-appointment of Sh. Ritesh Vaid (DIN: 09433856) as Designated Whole Time Director of the Company for a term of five (5) years with effect from October 1, 2026, ending on September 30, 2031, liable to retire by rotation, subject to the approval of the members by way of a Special Resolution at the ensuing Annual General Meeting as set out in Item No. 4 of the Notice. His annual remuneration range is proposed to be approved from Rs. 30.00 Lakhs to Rs. 50.00 Lakhs, with his remuneration period proposed to be approved for a period of three years running from October 1, 2026 till September 30, 2029.

The Brief profile and other details relating to the Directors who are proposed to be appointed/re-appointed in the ensuing Annual General Meeting of the Company, as required to be disclosed under Regulation 36 of the Listing Regulations and as per Secretarial Standards-2, forms part of the Notice of Annual General Meeting.

KEY MANAGERIAL PERSONNEL

There was no change (appointment or cessation) in the office of KMPs during the year under review. Thereafter, Ms. Sakshi, the Chief Financial Officer and Key Managerial Personnel of the Company resigned with effect from the close of business hours on 12.08.2026 and the Board of Directors, in their meeting held on 12.08.2026, appointed Mr. Sushil Jindal as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 13.08.2026.

The Board of Directors of the Company, in the same meeting, has approved, pursuant to Section 188(1)(f) of the Companies Act, 2013, the appointment of Mr. Sushil Jindal (Membership No. 505994) as Advisor, Corporate Finance and Strategy in Paul Merchants Finance Private Limited (“PMFPL”), a wholly owned subsidiary of the Company, at an annual remuneration (CTC) of Rs. 16,20,000/- (Rupees Sixteen Lakhs Twenty Thousand only).

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR UNDER REVIEW, IN TERMS OF RULE 8(5)(iiia) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Sh. Inder Sain Negi (DIN 08947230) was reappointed by the shareholders in their Annual General Meeting (AGM) held on 19.09.2025 as Independent Director for a second successive term commencing from November 01, 2025 and ending on October 31, 2030 for a period of Five years. There was no other appointment of any Independent Director during the year under review.

In the opinion of the Board, the independent director appointed during the year possesses requisite integrity, expertise, experience and proficiency.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW:-

No Subsidiary, Joint Venture or Associate has been acquired/sold/liquidated/ceased during the Financial Year 2025-26.

However, it is submitted for the information of the members of the company that during the Financial year 2025-26, Paul Merchants Realtors Private Limited (“PMRPL”), the Wholly Owned Subsidiary has become 50% Partner in M/s Paal Infratech LLP, 33.33% partner in M/s SSBRO Infra Surge LLP, and 95% Partner in M/s Paul Landscape Realtors LLP for undertaking real estate development and allied activities. The Financial results of M/s SSBRO Infra Surge LLP and M/s Paul Landscape Realtors LLP have been consolidated with the financial results of PMRPL for the FY 2025-26.

DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT

The Company has neither accepted nor renewed any deposits during the Financial Year under review in terms of Chapter V of the Companies Act, 2013. Accordingly, the information required to be furnished in terms of Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 is as under:

i. Deposits accepted during the year - NIL. ii. Deposits which remained unpaid or unclaimed as at the end of the year - NIL. iii. As no deposits were accepted during the year, there has been no case of default in repayment of any deposits or payment of interest thereon during the year, and accordingly, the number of such cases and the total amount involved at the beginning of the year, the maximum during the year and at the end of the year, is NIL.

Further, there are no deposits accepted by the Company which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and accordingly, the information required in terms of Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014 is also NIL.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY T HE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future. As such, the information in terms of Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014 is nil.

DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY WITH REFERENCE TO THE FINANCIAL STATEMENTS, IN TERMS OF RULE 8 (5) (viii) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Your Company has in place sound internal financial control systems to ensure that all assets are protected against loss from any unauthorised use and all transactions are recorded and reported correctly. According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. For more details, refer to the ‘Internal Control Systems and their adequacy and Risk Management section in the Managements discussion and analysis annexed as Annexure D-3, which forms part of this report.

The Internal Financial Control systems in place in the Company have been reviewed by the Audit Committee in its meeting held on 26-05-2026 and by the Board of Directors of the Company in their meeting held on 27-05-2026 with reference to the FY 2025-26 and have satisfied themselves that the Internal Financial Control systems in place in the Company are adequate.

DISCLOSURE AS TO COST AUDIT AND COST RECORDS

Maintenance of cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 is not required by the Company and as such the Cost Audit is also not applicable to the Company. This disclosure is pursuant to Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors do hereby state in terms of Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 (14 of 2013) and has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaint of harassment.

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company follows calendar year for annual filing with statutory authority and as per the said return filed by the Company on 19.01.2026 with the prescribed Authority, no complaints related to sexual harassment were raised in the calendar year 2025. The details required as per Rule 8(5)(x) are given below:-

a. Number of sexual-harassment complaints received during the FY 2025-26 - NIL b. Number of complaints disposed of during the FY 2025-26 - NIL c. Number of complaints pending as on end of the FY 2025-26 - NIL d. Pending complaints exceeding 90 days during the FY 2025-26 - NIL

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR UNDER REVIEW ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There are no applications or proceedings under Insolvency and Bankruptcy Code, 2016 in relation to the Company and therefore, information as required under Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014 for the year under review is Nil.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no one time settlement with any Bank or Financial Institution by the Company during the year under review and as such, information required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is Nil.

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review, including the provision of creche facility at the prescribed locations, where applicable. The Company has taken adequate measures to ensure a safe and supportive working environment for women employees in accordance with the aforesaid Act.

DECLARATIONS ON COMPLIANCE WITH CODE OF CONDUCT BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Annual Report of the Company contains a Declaration by the Managing Director in terms of Para D of Schedule V to the Listing Regulations on the declarations received from the Directors and the Senior Management personnel affirming compliance with the Code applicable to them during the year ended March 31, 2026.

This Declaration has been given as Annexure D-8 to this Report.

REVIEW OF LEGAL COMPLIANCE REPORTS

During the year under review, the Board periodically reviewed compliance reports with respect to the various laws applicable to the Company, as prepared and placed before it by the Management.

MAXIMUM TENURE OF INDEPENDENT DIRECTORS

The maximum tenure of independent directors is in accordance with the Companies Act, 2013 and Regulation 25(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The maximum tenure in one term of appointment of an Independent Director does not exceed 5 years and for two terms put together does not exceed 10 years in the Company.

SHARE CAPITAL

a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with Differential Rights during the year under review.

b. ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any Sweat Equity shares or Employee Stock Options during the year under review.

The Authorized Equity Share Capital of the Company as on 31st March, 2026 was Rs. 10,50,00,000 /- (Rupees Ten Crore Fifty Lakhs only) and paid up Equity share capital was Rs. 3,08,40,000/- (Rupees Three Crores Eight Lakhs Forty Thousand Only).

Further there was no buy back of its own shares by the Company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Subsequent to the close of the financial year, the Company received approval from the Reserve Bank of India for a perpetual Authorised Dealer Category-II Licence under the Foreign Exchange Management (Authorised Persons) Regulations, 2026. During the same period, Ms. Sakshi resigned from the position of Chief Financial Officer and Key Managerial Personnel of the Company and a new Chief Financial Officer Mr Sushil Jindal was appointed in her place. The details of the aforesaid developments have been disclosed at the relevant places in this Annual Report. Except as stated above, there are no other material events requiring disclosure under this head.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest s tandards of Corporate Governance and is in compliance with the Corporate Governance Regulations as laid out in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As required under Regulation 34 (3) read with Part C of Schedule V to the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance is annexed herewith as Annexure D-9 and forms a part of this Report.

A Compliance Certificate from Mr. Kanwaljit Singh Thanewal, a Company Secretary in practice having CP no. 5870, confirming compliance with the conditions of Corporate Governance by the Company is also annexed to this Report as Annexure D-10 as required under Part E of Schedule V to the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ON T HE ENVIRONMENTAL, SOCIAL AND GOVERNANCE DISCLOSURES

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the Financial Year 2025-26, inasmuch as the Company does not figure among the top 1000 listed entities in the list prepared by the recognized stock exchange, BSE Limited, as at December 31, 2024, ranking listed entities on the basis of their average market capitalization for the period from July 1, 2024 to December 31, 2024, in terms of sub-regulation (2) of Regulation 3 of the said Regulations. Accordingly, the Company is not required to furnish a Business Responsibility and Sustainability Report for the Financial Year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as Annexure D-3, forming part of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMPs/EMPLOYEES:-

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D-11 which forms part of this report.

The Board of Directors of the Company accorded its approval for payment of one-time special incentive of Rs. 15 Crores (exclusive of applicable taxes) by Wholly Owned Subsidiary Paul Merchants Finance Private Limited (PMFPL) to Sh. Sat Paul Bansal Chairman & Managing Director of PMFPL to recognize his pivotal role in both the original structuring and daily operations of PMFPLs gold loan division, as well as its successful monetization. The payout was made by PMFPL during the FY 2025-26 after the same was finally approved by its shareholders.

Further, the Board of Directors of the Company accorded its approval for payment of one-time special incentive of Rs. 5 Crores (exclusive of applicable taxes) by PMFPL to Mrs. Sarita Rani Bansal, Director of PMFPL to recognize her critical role in decision making process of the board, running PMFPLs gold loan business and supporting the strategic execution of the successful slump sale of the same to L&T Finance Limited. The payout was made by PMFPL during the FY 2025-26 after the same was finally approved by its shareholders.

Further, the Board of Directors of the Company accorded its approval for payment of one-time special incentive of Rs. 5 Crores (exclusive of applicable taxes) by PMFPL to Mr. Rajneesh Bansal, Director of PMFPL to recognize his critical role in strategizing, negotiating, executing, and securing favorable terms for the complex slump sale transaction of gold loan business of PMFPL. The payout was made by PMFPL during the FY 2025-26 after the same was finally approved by its shareholders.

Further, the Board of Directors of the Company accorded its approval for payment of one-time special incentive of Rs. 5 Lakhs (exclusive of applicable taxes) by PMFPL to Mrs. Aastha Bansal, Marketing Manager of PMFPL to recognize her supportive role in the marketing and communication aspects of PMFPLs gold loan business and her role in successful slump sale of the same to L&T Finance Limited. The payout was made by PMFPL during the FY 2025-26 after the same was finally approved by its shareholders.

All the aforesaid payments, being transactions between a subsidiary of the Company and related parties of the Company, were made with the prior approval of the Audit Committee of the Company accorded at its meeting held on August 12, 2025, all the Members of the Audit Committee being Independent Directors of the Company.

DETAILS OF COMMISSION RECEIVED BY MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

No amount has been paid by the Company to Mr. Rajneesh Bansal, Managing Director of the Company, as commission for the Financial Year 2025-26.

Further, no managing or whole-time director of the company, who is in receipt of Commission from the Company Paul Merchants Limited is receiving any remuneration or commission from any subsidiary company of Paul Merchants Limited and the Company has no holding company. As such, information required in terms of Section as 197(14) of the Companies Act, 2013 is NIL. The information of a one-time special incentive having been paid by the Wholy Owned subsidiary, Paul Merchants Finance Private Limited, to Mr. Rajneesh Bansal, Managing Director of the Company, has been given elsewhere in this report.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the Consolidated Financial Statements of Paul Merchants Limited consolidating the financials of its Wholly Owned Subsidiary Companies Paul Merchants Finance Private Limited, Paul Merchants Realtors Private Limited and Paul Infotech Private Limited, as required by Section 129(3) of the Companies Act, 2013 (Act) and Listing Regulations. The said Consolidated Financial Statements are prepared in accordance with the applicable Indian Accounting Standards.

INDIAN ACCOUNTING STANDARDS, 2015

The annexed financial s tatements for the Financial Year under review and corresponding figures for the previous Financial Year comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

AUDIT COMMITTEE

Details of the Audit Committee have been given separately in the Corporate Governance report, which is annexed herewith as Annexure D-9. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

The details of Remuneration Policy and further details of this Committee are furnished in the Report on Corporate Governance, which is annexed as Annexure D-9 to this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Other details of the Committee have been given separately in the Corporate Governance report, which is annexed herewith as Annexure D-9.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

There is no change in the Capital Structure of the Company during the year under review. The Shares of the Company are listed and traded at BSE Ltd under scrip code 539113.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Regulation 4 (2) (d) and Regulation 22 of Listing Regulations. The details of the said Vigil Mechanism cum Whistle Blower Policy is given in the Corporate Governance Section, which is appended to this Report as Annexure D-9. The Vigil Mechanism cum Whistle Blower Policy is also available on the Companys website under weblink https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2024/08/Vigil-Mechanism-Policy-13.08.2024.pdf

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted v arious Committees of Board s uch as Executive Committee, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Further, though not covered under Regulation 21(5) of Listing Regulations, the Company has voluntarily constituted a Risk Management Committee, comprising Members of the Board and Senior Management Team of the Company as its members. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.

INDUSTRIAL RELATIONSHIPS:-

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

HUMAN RESOURCES DEVELOPMENT

Innovation in people management keeps the Company at the forefront of talent development. By adopting advanced systems and digital workflows, the organization ensures its team thrives in a tech driven marketplace. A deep focus on cultivating leadership at every tier transforms employees into capable managers, setting them up to fuel long-term corporate growth. Because the Company views its workforce as its ultimate asset, human resources sits at the core of all operational decisions. Rather than treating personnel as a support function, the Company engages its staff as strategic business partners who are deeply connected to the organizations evolving mission. To meet mounting consumer expectations and scale successfully, fostering an agile, driven, and forward-thinking team remains essential to executing the companys vision.

The Government of India has notified four Labour Codes, namely the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020, which consolidate 29 existing labour laws. Subsequently, the Central Rules under the aforesaid Codes have been notified on 08.05.2026. Based on a preliminary assessment, the Company does not envisage any material financial impact or liability arising from the implementation of these Codes.

As of 31/03/2026, the Company has a dedicated team of 318 individuals on its rolls.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads along with the report of the Company Secretary under Section 205 of the Companies Act, 2013 are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws. In addition, the Internal Audit and Concurrent Audit helps the Company gauge its levels of Compliance on ongoing basis and to take corrective steps, wherever needed.

COMPLIANCE WITH LISTING REGULATIONS:-

The equity shares of the company are listed on BSE Ltd (BSE). The Company has in place the following Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:-

The Company has already paid listing fees for the Financial Year 2026-27 to BSE Ltd. on 18.04.2026 and has also paid the Annual Custodial fee for the Financial Year 2026-27 to the Depositories. The said Fees for the Financial Year 2025-26 were also paid duly within time.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

INSIDER TRADING:

The Board of Directors of the Company have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The said Code has been posted on the Website of the Company www.paulmerchants.net. Further, the Board has also adopted the Code of Conduct to Regulate, Monitor and Report of Trading by Designated Persons and Their Immediate Relatives in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading Code of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The said codes were duly adhered to during the year under review.

CEO/CFO CERTIFICATION

In accordance with the Regulation 17 (8) read with Part B of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Rajneesh Bansal, Managing Director and Ms. Sakshi, Chief Financial Officer (CFO), have issued a certificate as per the said Regulation for the year ended March 31, 2026. As the Company has no post of Chief Executive Officer (CEO), the said Certificate has been issued and signed by the Managing Director along with CFO of the Company. The said certificate forms an integral part of this Report, annexed as Annexure D-13. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors of the Company.

DEMATERIALIZATION OF SHARES

The Companys equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. 100% shares issued by the Company are in dematerialized form as on 31/03/2026. M/s Alankit Assignments Limited, New Delhi is acting as the Registrar to an issue and Share Transfer Agents for this purpose and acts as common agency and all activities in relation to share transfer facility are maintained by them in terms of Regulation 7 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Members are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. Your Company did not have any funds lying unpaid or unclaimed for a period of seven years as on 31/03/2026. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

However, the Company had declared dividend for the FY 2019-20 and there is some amount of dividend lying unpaid as on 31/03/2026, information of which has been posted on the website of the Company www.paulmerchants.net. In compliance with the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has published a public notice on 08-06-2026 in Financial Express (English) and Jansatta (Hindi), informing the concerned shareholders about the proposed transfer of unclaimed/unpaid dividend to the IEPF. In addition, the Company has also sent individual letters to the concerned shareholders whose dividend remains unclaimed/unpaid, intimating them that the interim dividend pertaining to the Financial Year 2019-20 (declared on August 6, 2019), which remains unpaid or unclaimed, is due to be transferred to the IEPF on September 11, 2026, upon the expiration of the statutory seven-year period. The shareholders have been requested to lodge their claim for the outstanding dividend with the Registrar and Transfer Agent of the Company on or before August 16, 2026, failing which the unclaimed/unpaid dividend along with the underlying equity shares on which the said dividend remains unclaimed shall be transferred to the DEMAT account of the IEPF Authority in accordance with the provisions of the Act and the Rules made thereunder. The shareholders have also been informed that subsequent to such transfer, all future benefits accruing on such shares shall be credited directly to the IEPF and no claim shall lie against the Company in respect of the shares and dividend amounts so transferred. However, the shareholders may reclaim their dividends and shares from the IEPF Authority by submitting an online application in the prescribed e-Form IEPF-5 available on the Ministry of Corporate Affairs portal (www.mca.gov.in or www.iepf.gov.in) in compliance with the procedures set out in Rule 7 of the said Rules.

FINANCIAL STATEMENTS

Annual Report 2025-26 of the Company c ontaining Standalone as well as Consolidated Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors Report (including Management Discussion and Analysis Report and Corporate Governance Report) is being sent via email to all shareholders who have registered their email address(es) with the Depositories/Company. Full version of Annual Report 2025-26 is also available for inspection at the Registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It shall also be available at the Companys website www.paulmerchants.net, on the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) www.evotingindia.com. The Notice of the AGM shall also be available at the website of CDSL www.evotingindia.com.

ACKNOWLEDGEMENT