Dear Members,
Your Board of Directors have pleasure in presenting before you their 41st Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2025.
FINANCIAL SUMMARY/HIGHLIGHTS
The financial summary of the Company for the year under review, based on the standalone financial statements of the company, is given below for your consideration:-
| 2024-25 | 2023-24 | |
PARTICULARS |
(Amount in Rs. Lakhs) | Amount in Rs. Lakhs) |
| Gross Income | 3347,25.02 | 6530,04.13 |
| Profit Before Interest and Depreciation | 13,64.03 | 39,17.82 |
| Interest | 93.33 | 132.08 |
| Profit after Interest before Depreciation | 12,70.70 | 37,85.74 |
| Provision for Depreciation | 320.76 | 271.97 |
| Exceptional Items | 125.9 | 0 |
| Net Profit Before Tax | 8,24.04 | 35,13.77 |
| Provision for Tax | 2,34.5 | 8,73.86 |
| Deferred Tax | -1.44 | 27.43 |
| Net Profit After Tax | 5,90.98 | 26,12.48 |
Other Comprehensive Income/(Loss) (net of tax) |
-21.96 | -20.86 |
Total Comprehensive Income (net of tax) |
5,69.02 | 25,91.62 |
| Transferred to Reserves and Surplus | 5,69.02 | 25,91.62 |
| Reserves and Surplus | 478,87.01 | 473,17.99 |
| Proposed Dividend on Equity Shares | Nil | Nil |
For further details, kindly 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 TERMS 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. 3303.46 Crores, Service Charges on Foreign Exchange Services stood at Rs 3.16 crores. In Tours & Travel Segment, Turnover from Hotel Bookings & Packages stood at Rs. 4.90 crores and Revenue from other activities in the said segment stood at Rs. 2.10 crores. Other operating revenues stood at Rs 14.95 Crores, which includes Gross revenue from International Money Transfer of Rs. 26.62 Lakhs. The Profit before tax stood at Rs. 8.24 Crores and Profit after tax stood at Rs. 5.91 crores after adjusting for deferred Tax. For further details, kindly refer to the Financial Statements, Management Discussion & Analysis Report annexed as Annexure D-3.
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/paulmerchants/annual-return-2025/
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 2024-25, 8 (Eight) Board Meetings were held and 1 (One) Independent Directors meeting was held on 13-02-2025. The dates on which the Board Meetings were held are 16/05/2024, 13/08/2024, 11/09/2024, 13/11/2024, 20/01/2025, 07/02/2025, 13/02/2025 and 28/03/2025. 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.
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 at 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 36th Annual General Meeting held on 29th September, 2020 for a term of five consecutive years. In the ensuing Annual General Meeting of the Company, they are proposed to be re-appointed for a second 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 2024-25.
(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 the financial year under review pursuant to Section 204 of the Companies Act, 2013. In the ensuing Annual General Meeting of the Company, he is proposed to be 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 2024-25 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 2024-25 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 2024-25 are attached as Annexure D-4 which forms part of this report. Further reference in this regard can be made to Note 2, 6, 9, 10, 38 and 41 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 had not entered into any contract or arrangement with related parties which could be considered ‘material 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. 41 of the standalone Financial Statements for further details, forming part of this Annual Report.
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 is 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 is 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/-.
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. 5.91 Crores and Other Comprehensive loss of Rs. 21.96 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 2024-25.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments, affecting the financial position of the Company happening between the end of the Financial Year 2024-25, 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, FOREIGN 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 comprehensive 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 mandated 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:-
The details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year under review in the form of CSR Policy is available on the website of the Company at https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/07/CSR-Policy.pdf. During the financial year 2024-25, the Company has undertaken various Corporate Social Responsibility initiatives in accordance with the CSR Policy of the Company and Schedule VII to the Companies Act, 2013. The Annual Report on CSR activities undertaken by the Company during the year under review is furnished in
Annexure D-7, which forms part of this report. Further, in terms of Section 135 of the Companies Act, 2013, the Company has a duly constituted CSR Committee of the Board and the said Committee had following composition as on March 31, 2025:-
1 Sh. Sat Paul Bansal |
Non-Executive Chairman Non Independent Director, |
| 2 Sh. Rajneesh Bansal | Managing Director, Member |
| 3 Sh. Bhupinder Singh | Non-Executive Independent Director, Member |
| 4 Sh. Hardam Singh | Company Secretary, Secretary to the Committee |
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 THE 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 consultation 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) The Frequency of Meetings (ii) Quantum of Agenda (iii) Administration of Meetings
(iv) Flow 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) The Frequency of Meetings (ii) Quantum of Agenda (iii) Administration of Meetings
(iv) Flow 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) The 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 2024-25, 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 26-05-2025 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 13-02-2025 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 25-04-2025 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. It has sold its Gold Loans vertical w.e.f. 09/06/2025.
b. PML Realtors Private Ltd., which 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 2024-25.
During the FY 2024-25, the Wholly Owned Subsidiary Company Paul Merchants Finance (P) Ltd. achieved gross revenue (including discontinued operations) of Rs. 220.66 crores as against previous year figures of Rs. 167.29 crores registering a growth of 31.90% over previous year. Further, the said Subsidiary Company achieved a Net profit after Tax of Rs. 57.06 crores as against the previous year figures of Rs. 30.53 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. During the FY 2024-25, the Wholly Owned Subsidiary Company PML Realtors (P) Ltd., achieved gross revenue of Rs 627.12 Lakhs as against previous year gross revenue of Rs. 62.42 lakhs. Further, the said Subsidiary Company achieved Net Profit after Tax of Rs. 87.17 Lakhs as against previous year figures of Rs. 29.72 lakhs registering an increase in profit of 193.30 % over previous year. The Wholly Owned Subsidiary Company Paul Infotech Private Limited has not undertaken any commercial operations in the FY 2024-25. Gross revenue pertaining to accrued Interest on Fixed Deposits was Rs.1.08 Lakhs. The expenses incurred during the year was Rs.1.94 Lakhs.
On a consolidated basis, the revenue from continued operations for FY 2024-25 was Rs. 3334.68 crore registering decline of 48.72% over the previous years revenue of Rs. 6503.25 crore. The consolidated profit after tax (PAT-including profit after tax from discontinued operations) attributable to shareholders and non-controlling interests for FY 2024-25 was Rs.63.84 Crore as against the previous year figures of Rs. 54.63 Crore, registering a growth of 16.86 %. The contribution by each Subsidiary to the overall performance of the company during the period under report is detailed below:-
Name of the Company |
Share in profit or loss for the year ending 31st March 2025 |
Share in profit or loss for the year ending 31st March 2024 |
||
As %age of consolidated profit or loss |
Amount (Rs in lakhs) | As %age of consolidated profit or loss | Amount (Rs in lakhs) | |
Paul Merchants Limited |
9.26% |
590.98 | 45.87% | 2612.48 |
Subsidiary Companies:- |
||||
Paul Merchants Finance Private Limited |
89.39% |
5706.26 | 53.61% | 3053.40 |
| PML Realtors Private Limited | 1.37% | 87.17 | 0.52% | 29.72 |
Paul Infotech Private Limited |
-0.02 % |
-0.86 | -0.01% | -0.40 |
Joint Venture (Investment as per Equity Method):- |
||||
| Nil | Nil | Nil | Nil | Nil |
TOTAL |
6383.55 | 5695.20 | ||
Adjustments arising out of consolidation |
Nil |
Nil | Nil | -232.63 |
TOTAL |
6383.55 | 5462.57 | ||
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.
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
Smt. Sarita Rani Bansal (DIN 00094504), who was liable to retire by rotation, was reappointed as Director by the Shareholders in their Annual General Meeting held on 26.09.2024.
Mrs. Tejinder Kaur was appointed as Additional Director of the Company by Board of Directors in their meeting held on 11.09.2024 to hold the office until next Annual General Meeting (AGM), which was held on 26.09.2024. However, since the notice of the said AGM had already been issued and dispatched on 29.08.2024 i.e. much before her appointment, the matter of her appointment as Director at the AGM could not be taken up. As a result, Ms. Tejinder Kaur ceased to hold office as an Additional Director with effect from 26th September 2024 and her appointment as an Independent Director of the Company for the first term expired on 26th September 2024. Further, on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company had recommended Smt. Tejinder Kaur (DIN: 00512377) to be re-appointed as an Independent Director of the Company by the Members of the Company, for a second term of five consecutive years commencing from 17-12-2024. Her appointment as Non-Executive Independent Director of the Company was approved by the Members of the Company through postal ballot by way of e-voting process concluded on December 16, 2024.
Mr. Nirmal Chand (DIN 10041305), was appointed as an Additional Director of the Company by the Board of Directors, in the capacity of a Non-Executive Independent Director, on the recommendation of the Nomination and Remuneration Committee of the Company w.e.f. 13/02/2024. His appointment as Non-Executive Independent Director of the Company was approved by the Shareholders of the Company through postal ballot by way of e-voting process concluded on March 15, 2024. He resigned from the position of Independent Director of the Company w.e.f. 14.06.2024 due to the reason that he was holding independent directorship in M/s RBL Finserve Limited, which is a wholly owned subsidiary of RBL Bank Limited (RBL) and RBL was one of the Lenders of Paul Merchants Finance Private Limited, Wholly owned subsidiary of Paul Merchants Limited and his simultaneous directorships in these two Companies were conflicting with each other.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sat Paul Bansal (DIN 00077499), 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, proposes the re-appointment of Mr. Inder Sain Negi (DIN: 08947230) as an Independent Director of the Company for a second consecutive term of five years with effect from November 1, 2025 up to October 31, 2030, not 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. 5 of the Notice. Mr. Inder Sain Negi, who was appointed as an Independent Director at the 37th Annual General Meeting and whose current term expires on October 31, 2025, has provided a notice in writing under Section 160(1) of the Companies Act, 2013, proposing his candidature for re-appointment. Based on his performance evaluation, background, experience, and valuable contributions to the Boards decision-making process, the Board considers his continued association to be in the best interest of the Company and as such, recommends the Special Resolution as set out in item no. 5 of the Notice, for the approval of the shareholders. This disclosure is in terms of Section 149(10) of the Companies Act, 2013.
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
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 as on 31/03/2025 are as follows:-
| Sh. Rajneesh Bansal | Managing Director |
| Ms. Sakshi | Chief Financial Officer |
| Sh. Hardam Singh | Company Secretary |
Mr. Naveen Kumar Laroiya (FCA 088257) resigned from his position as Chief Financial Officer and Key Managerial Personnel of the Company, effective 12/08/2024.
Ms. Sakshi, Chartered Accountant (FCA 419986) was appointed as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 13/08/2024.
There was no other change (appointment or cessation) in the office of KMPs during the year under review or thereafter till the date of this report.
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
The shareholders vide postal ballot concluded on December 16, 2024 approved the appointment of Mrs. Tejinder Kaur, as an Independent Director of the Company with effective from 17/12/2024, for a term of five (5) years till 16.12.2029.
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 2024-25. As such, the information as required in terms of Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 is Nil.
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. As such information in this regard and about deposits which are not in compliance with the requirements of Chapter V of the Act, is nil. This information is in terms of Rule 8 (5) (v) and Rule 8 (5) (vi) of Companies (Accounts) Rules, 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE 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 26-05-2025 and by the Board of Directors of the Company in their meeting held on the same day i.e. 26-05-2025 with reference to the FY 2024-25 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 filling with statutory authority and as per the said annual return filed by the Company on 16.01.2025 with the prescribed Authority, no complaints related to sexual harassment were raised in the calendar year 2024. Accordingly, the details required as per Rule 8(5)(x) are given below:-
a. Number of sexual-harassment complaints received during the FY 2024-25 - NIL b. Number of complaints disposed of during the FY 2024-25 - NIL c. Number of complaints pending as on end of the FY 2024-25 NIL d. Pending complaints exceeding 90 days during the FY 2024-25 - 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 cr?che 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, 2025. 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, 2025 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
The Board of Directors of Paul Merchants Finance Private Limited ("PMFPL"), a material wholly owned subsidiary of the Company, in its meeting held on 7th February, 2025, had approved the proposal of transfer by way of slump sale of its business of advancing loans against the security of gold to customers in India ("Gold Loan
Business") to L&T Finance Limited, a non-banking financial company ("Acquirer"), together with the assets, liabilities, employees, rights, obligations, Contracts, goodwill of the Gold Loan Business of PMFPL but excluding its brand name ("Gold Loan Business Undertaking"), on a Going Concern basis, consequent upon a decision of PMFPL to exit the line of Gold Loan Business completely. In this regard, a Business Transfer Agreement (BTA) had been executed between PMFPL, the Acquirer, the Company Paul Merchants Limited and Promoters of PMFPL Mr. Sat Paul Bansal and Mr. Rajneesh Bansal, for a Lump sum purchase consideration of INR 537,00,00,000 (Indian Rupees Five Hundred Thirty Seven Crores Only), based on Audited Financial Statements of PMFPL as on 31.03.2024, which were to be adjusted on the date of closing of the Proposed Transaction, as per the terms and in the manner determined in the BTA ("Proposed Transaction").
The said transaction has been successfully completed on June 9, 2025, in accordance with the terms of the BTA executed among PMFPL, L&T Finance Limited ("the Acquirer"), Paul Merchants Limited, and the Promoters of PMFPL.
As part of the completion of the transaction:
The entire Gold Loan Business Undertaking of PMFPL, including assets, liabilities, employees, rights, obligations, contracts and goodwill (excluding the brand name), were transferred on a going concern basis to the Acquirer. The lump sum purchase consideration, adjusted by the First Tranche Adjustment in terms of the BTA, came to INR 660,64,47,302/- (Rupees Six Hundred Sixty Crores Sixty Four Lakhs Forty Seven Thousand Three Hundred and Two Only), which was duly paid by the Acquirer to PMFPL. The Second Tranche consideration shall be received by PMFPL in due course, as per the terms of the BTA.
Further, the Company acquired 2,25,00,000 (Two Crores Twenty Five Lakhs) Equity Shares from M/s PML Realtors Private Limited ("PRPL"), Wholly Owned Subsidiary of the Company on Rights Issue basis at a price of 11.00/- each (including premium of 1.00/- each) aggregating to 24,75,00,000/- (Rupees Twenty Four Crores Seventy Five Lakhs Only) on 25/06/2025. Pursuant to the said acquisition, there was no change in the existing stake of the Company in the said WOS.
There are no other events to be reported under this head.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards 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 REPORT
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 because the Company is not among top 1000 listed entities based on market capitalization as on 31-03-2025.
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.
DETAILS OF COMMISSION RECEIVED BY MANAGING DIRECTOR OR WHOLE TIME DIRECTOR
No amount has been paid to Mr. Rajneesh Bansal, Managing Director of the Company, as commission for the Financial Year 2024-25.
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.
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 (Pvt) Ltd, PML Realtors (Pvt) Ltd. and Paul Infotech (Pvt) Ltd, 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 statements 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
Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Audit Committee of the Board is duly constituted. The Audit Committee as on March 31, 2025 comprises of the following Independent Directors:-
| Shri. Anoop Kumar Sharma | Non-Executive Independent Director, Chairman |
| Shri Inder Sain Negi | Non-Executive Independent Director, Member |
| Shri Bhupinder Singh | Non-Executive Independent Director, Member |
| Sh. Hardam Singh | Company Secretary, Secretary to the 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
In terms of Regulation 19 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of Section 178 (1) of the Companies Act, 2013, Nomination & Remuneration Committee of the Board is duly constituted. As on March 31, 2025 the Committee comprised of the following Directors:-
| Sh. Anoop Kumar Sharma | Non Executive Independent Director, Chairman |
| Sh. Inder Sain Negi | Non Executive Independent Director, Member |
| =LEFT>Shri. Bhupinder Singh | Non Executive Independent Director, Member |
| Sh. Hardam Singh | Company Secretary, Secretary to the 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
In terms of Regulation 20 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of Section 178 (5) of the Companies Act, 2013, the Stakeholders Relationship Committee of the Board is duly constituted. As on March 31, 2025 the Committee comprised of the following Directors:-
| Sh. Anoop Kumar Sharma | Non- Executive Independent Director, Chairman |
| Sh. Rajneesh Bansal | Managing Director, Member |
| Sh. Sat Paul Bansal | Non- Executive Non Independent Director, Member |
| Sh. Hardam Singh | Company Secretary, Secretary to the 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 various Committees of Board such 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
The Company remains a frontrunner in talent cultivation, consistently adopting forward-thinking systems and cutting-edge processes to keep its human capital ahead of the curve in an increasingly technology-driven landscape. Its steadfast commitment to leadership development across all levels underscores a strategic focus on shaping employees into empowered managers whose growth aligns seamlessly with the Companys long-term expansion goals. Recognizing that its greatest asset is the dedication and capability of its people, the Company places human resources at the core of its business strategy, leveraging their indispensable role across every operational dimension. A key differentiator lies in the Companys ability to position its workforce as strategic partners, closely attuned to the evolving aspirations and challenges of the organization. With rising customer expectations and bold growth targets, building a proactive, agile, and highly motivated team has become paramount to driving the Companys vision forward.
As of 31-03-2025, the Company has a dedicated team of 351 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:-
1. ‘Policy for Preservation of Documents under Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2. ‘Archival Policy under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The web link of ‘Archival Policy is https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/08/POLICY-ON-ARCHIVAL-OF-RECORDS.pdf
3. ‘Policy on Criteria for determining Materiality of events/information under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The web link of the ‘Policy on determining of Materiality is https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2025/04/Materiality-Policy.pdf
The Company has already paid listing fees for the Financial Year 2025-26 to BSE Ltd. and has also paid the Annual Custodial fee for the Financial Year 2025-26 to the Depositories. The said Fees for the Financial Year 2024-25 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, 2025. 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% issued shares of the Company are in dematerialized form as on 31/03/2025. M/s Alankit Assignments Limited, New Delhi is acting as the Registrar 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 31-03-2025. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
The Company had declared dividend for the FY 2019-20 and there is some amount of dividend lying unpaid as on 31/03/2025, information of which has been posted on the website of the Company www.paulmerchants.net. Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company shall make requisite compliances for the said unpaid dividend at the appropriate time.
FINANCIAL STATEMENTS
Annual Report 2024-25 of the Company containing 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 2024-25 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
Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, BSE Ltd., Bankers, Government Agencies and Employees of the company for their continued support & co-operation.
ANNEXURE D-1 TO THE DIRECTORS REPORT
NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy has been formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Securities and Exchange Board of India, (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended from time to time. Any amendment in the said Act/Regulations at any point of time in future shall be deemed to be incorporated herein automatically. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and approved by the Board of Directors.
1. OBJECTIVE
The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and the Listing Regulations, as amended from time to time. The Key Objectives of the Committee would be:
1.1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
1.2. To evaluate the performance of the members of the Board, Board as a whole and Board Committees and provide necessary report to the Board for further evaluation thereof by the Board.
1.3. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
1.4. To recommend for Key Managerial Personnel and Senior Management, reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.
1.5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
1.6. To devise a policy on Board diversity
1.7. To develop a succession plan for the Board and to regularly review the plan;
2. DEFINITIONS
2.1. Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.
2.2. Board means Board of Directors of the Company.
2.3. Directors mean Directors of the Company.
2.4. Key Managerial Personnel means :-
2.4.1. Chief Executive Officer or the Managing Director or the Manager;
2.4.2. Whole-time director;
2.4.3. Chief Financial Officer;
2.4.4. Company Secretary; and
2.4.5. Such other officer as may be prescribed.
2.5. Senior Management means the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the persons identified and designated as key managerial personnel, other than the board of directors, by the listed entity
2.6. "Remuneration" means money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;
3. ROLE OF COMMITTEE
3.1. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee
The Committees Role shall be:-
a. To formulate and recommend to the Board, a Nomination and Remuneration Policy of the Company as per the Companies Act, 2013, applicable RBI Guidelines and Regulation 19(4) of Listing Regulations, as amended from time to time.
b. To recommend addition/modification to the Nomination & Remuneration Policy to the Board from time to time.
c. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration for the directors, Key Managerial Personnel and other employees as per the Companies Act, 2013, applicable RBI Guidelines and Regulation 19(4) of Listing Regulations, 2015, as amended from time to time
d. To formulate criteria for evaluation of performance of Directors including independent directors, board of directors and Board Committees
e. To devise a policy on diversity of board of directors
f. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment, continuation and removal and to specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board or by Nomination and Remuneration Committee or by an independent external agency and to review its implementation and compliance
g. To recommend whether to extend or continue the term of appointment of independent directors, on the basis of the report of performance evaluation of independent directors
h. To recommend to the Board, appointment and removal of Directors, KMPs and Senior Management Personnel.
i. To recommend to the board, all remuneration, in whatever form, payable to KMPS and senior management
j. To oversee familiarisation programmes for directors.
k. To perform such other duties and responsibilities as may be consistent with the provisions of the Companies Act, Listing Regulations or any applicable Statute as the Committee may deem appropriate after the approval of the Board or as may be directed by the Board from time to time.
3.2. Policy for appointment and removal of Directors, KMPs and Senior Management Personnel
3.2.1. Appointment criteria and qualifications
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the persons for appointment as Director, KMP or at Senior Management level in line with the Business of the Company, the Industry Structure which the Company operates in and recommend to the Board his / her appointment. b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment to ensure that he/she is able to discharge his duties in a diligent manner. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position. c) The Company shall not appoint or continue the employment of any person as Whole-time Director, who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years. Further, the Company shall not appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.
Provided that the listed entity shall ensure compliance with this sub-regulation at the time of appointment or re-appointment or any time prior to the non-executive director attaining the age of seventy- five years d) A person shall be eligible for appointment as Managing Director of the company if he has worked as whole time director or manager for at least 3 years in a public limited company. e) The Chief Financial Officer of the Company shall necessarily be a member of Institute of Chartered Accountants of India. The Company Secretary of the Company shall necessarily be a member of Institute of Company Secretaries of India. For any other position in the Senior Management, where a specific educational qualification is desirable to discharge the functions and duties attached to that particular position, the person shall necessarily be holding that qualification. The Committee will be authorized to define the criteria and remuneration range for KMPs and Senior Management persons and to authorize the Managing Director of the Company to make appoints as per the said criteria. Such appointments made by the Managing Director of the Company will be reviewed by the Nomination and Remuneration Committee in its next meeting. f) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. Such Skills/expertise/competence for all members of the Board including independent directors are given in para 3.2.3 of this policy. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: i. use the services of an external agencies, if required; ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and iii. consider the time commitments of the candidates.
3.2.2. Term / Tenure
a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
b) Independent Directors:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.
No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly..
At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act and Listing Regulations.
3.2.3. CHART SETTING OUT THE SKILLS/EXPERTISE/COMPETENCE OF THE BOARD OF DIRECTORS:-
Core skills/expertise/ 1. competencies identified |
Ability to understand Financial Markets especially Forex Markets |
by the board of directors |
|
as required in the context of its |
2. Ability to understand Regulatory/Statutory framework applicable to the Company |
business(es) and |
3. Quick decision making |
sector(s) for it to function effectively |
4. Understanding of Companys business verticals |
5. Experience in developing policies and processes relating to corporate governance |
|
6. Leaderships skills for guiding the management team |
|
7. Ability to formulate long term and short term business strategies |
|
| 8. Ability to understand Financial Statements |
3.2.4. Evaluation
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel on annual basis on the following criteria:-
a. Criteria for evaluation of the Board of Directors as a whole: i. The Frequency of Meetings ii. Quantum of Agenda iii. Administration of Meetings iv. Flow 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. The Frequency of Meetings ii. Quantum of Agenda iii. Administration of Meetings iv. Flow 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 under para 3.2.3 above and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance vi. The 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.
d. Criteria for evaluation of the KMPs and Senior Management Personnel i. Problem solving approach ii. Suitability to the post on the basis of qualification, experience and expertise iii. General conduct and discipline iv. Team work v. Compliance with Regulatory Matrix vi. Contribution to the formulation of the strategies
3.2.5. Removal
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder or due to other valid reasons as recorded in writing by the Committee, the Committee may recommend to the Board, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.
3.2.6. Retirement
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
3.3. Policy relating to the Remuneration for the Whole-time Directors, KMPs and Senior Management Personnel
3.3.1. General:
(a) The remuneration / compensation / commission etc. to the Whole-time Directors, KMPs and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required under the applicable law. (b) The remuneration to be paid to the Whole-time Directors shall be in accordance with the percentage / slabs / conditions laid down in the Resolution appointing them or in the Articles of Association of the Company and as per the provisions of the Act. (c) Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Directors. Further, the increments shall be allowed not only on the basis of performance of the Company but shall also include various factors like individual performance vis a vis individual responsibilities, diligence in achievement of Key Responsibility Areas (KRAs), Industry trends, economic situation, future growth prospects of the Company etc. (d) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.
3.3.2. Remuneration to Whole-time Directors/ Executive / Managing Director, KMP and Senior Management Personnel:-
a. Remuneration to Managing Director / Whole-time Directors: - i. The Remuneration/ Commission etc. to be paid to Executive/ Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013, Rules made thereunder, provisions of Listing Regulations, as amended from time to time or any other enactment for the time being in force and as per the approvals obtained from the Members of the Company. ii. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Executive/Managing Director / Whole-time Directors. iii. The Committee may also recommend/approve a range of remuneration within which the remuneration may be paid to the Executive/ Managing Director / Whole-time Directors. iv. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Directors in accordance with the provisions of Schedule V of the Act. v. Provisions for excess remuneration: If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act, he / she shall refund such sums to the Company within two years or such lesser period as may be allowed by the company and until such sum is refunded, shall hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless approved by the company by special resolution within two years from the date the sum becomes refundable.
b. Remuneration to Non- Executive / Independent Directors: -
a. The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or in any other manner as decided by the Board of Directors. b. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be. c. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company. d. In case the Company decides to offer any Employee Stock Option/ Purchase Schemes in future, the Committee shall determine the stock options and other share based payments to be made to the eligible Directors (other than Independent Directors). e. The approval of shareholders by special resolution shall be obtained every financial year, in which the annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors, giving details of the remuneration thereof.
c. Any remuneration paid to Directors of the Company for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (a) and (b ) above if the following conditions are satisfied:-
i. The Services are rendered by such Director in his capacity as professional; and ii. In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.
d. Remuneration to key managerial personnel and senior management:-
i. The remuneration to Key Managerial Personnel and Senior Management Personnel shall be in compliance with the applicable provisions of the
Companies Act, 2013 and in accordance with the Companys Policy and shall be reviewed by the Committee from time to time. ii. The Committee may also recommend a range of remuneration within which the remuneration may be paid to the Key Managerial Personnel and Senior Management Personnel. iii. In case the Company decides to offer any Employee Stock Option/ Purchase Schemes in future, the Nomination and Remuneration Committee of the Company, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management. iv. The Fixed pay shall include monthly remuneration, monthly allowances, employers contribution to Provident Fund, ESI, contribution to pension fund, pension schemes, etc. as decided by the Company from to time. v. The Incentive pay shall be in the form of Performance Bonus and Monthly/Yearly Incentive and shall be decided based upon the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.
4. POLICY ON BOARD DIVERSITY: The Board shall comprise of Directors having expertise in different areas / fields like Finance, Accounts, Business Development, Sales and Marketing, Banking, Regulatory Framework, Human Resource management, etc. or other areas as may be considered appropriate. In designing the
Boards composition, Board diversity has been considered from a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge. The Board shall have at least one Board member who has accounting or related financial management expertise and at least one women director.
5. MEMBERSHIP OF COMMITTEE
5.1 The Committee shall consist of minimum 3 non-executive directors, 2/3rd of them being independent. 5.2 The Chairperson of the nomination and remuneration committee shall be an independent director 5.3 The quorum for a meeting of the Nomination and Remuneration Committee shall be either 2 members or 1/3rd of the members of the committee, whichever is greater, including at least one independent director in attendance. 5.4 Composition of the Committee shall be disclosed in the Annual Report. 5.5 Term of the Committee shall be continued unless terminated by the Board of Directors.
6. CHAIRPERSON
6.1 Chairperson of the Committee shall be an Independent Director.
6.2 Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.
6.3 In the absence of the Chairperson of the Committee, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.
6.4 Chairman of the Nomination and Remuneration Committee meeting would be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.
7. FREQUENCY OF MEETINGS
The meeting of the Committee shall be held at such regular intervals as may be required, however, the Committee shall meet at least once in a financial year. Further, it shall be ensured that such minimum number of meetings of the committee are held as required under the Companies Act, 2013, Rules framed thereunder and under Listing Regulations.
8. COMMITTEE MEMBERS INTERESTS
8.1 The disclosure of Interest and participation in the meetings by a member of the Committee shall be as per the provisions of the Act and Rules made thereunder from time to time. 8.2 The Committee may invite such executives, professionals, consultants or experts as it considers appropriate, to be present at the meetings of the Committee.
9. SECRETARY
The Company Secretary of the Company shall act as Secretary of the Committee.
10. VOTING
10.1 Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed to be decision of the Committee. 10.2 In the case of equality of votes, the Chairman of the meeting will have a casting vote.
11. MINUTES OF COMMITTEE MEETING
Proceedings of all meetings must be recorded as per the Provisions of the Companies Act, 2013 and Secretarial Standards and signed by the Chairman of the Committee or the chairman of the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Paul Merchants Limited, DSM 335, 336, 337, 3rd Floor, DLF Tower, 15, Shivaji Marg, Najafgarh Road, New Delhi 110015.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAUL MERCHANTS LIMITED (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.
Based on my verification of the PAUL MERCHANTS LIMITEDs books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by PAUL MERCHANTS LIMITED ("the Company") for the financial year ended on March 31, 2025, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder; (v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act): a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments thereof; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. c) The Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021; Not applicable to the company during the financial year under review. d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not applicable to the company during the financial year under review. e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018: Not Applicable as there was no instance of Buy-Back during the financial year. f) Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021: Not applicable during the financial year under review. g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client- Not applicable as the company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review. h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021- Not applicable as the company has not delisted any securities from any stock exchange during the financial year under review.
(vi) The major provisions and requirements have also been complied with as prescribed under all applicable Labour laws viz. The Factories Act, 1948, The Payment of Wages Act, 1936, The Minimum Wages Act, 1948, The Payment of Bonus Act, 1965, The Employees Compensation Act, 1923, Payment of Gratuity Act, 1972, etc.
I have also examined compliance with the applicable clauses of the following: a) Secretarial Standards issued by The Institute of Company Secretaries of India. b) The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 being listed on the BSE Limited; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
Based on our examination and the information received and records maintained, I further report that:
1. The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year, were carried out in compliance with the applicable Act and Regulations.
2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
3. All decisions are carried through majority, while the dissenting members views, if any, are captured and recorded as part of the minutes.
4. The company has proper board processes.
Based on the compliance mechanism established by the company and on the basis of the compliance certificate(s) issued by the Company Secretary/ Officers, I am of an opinion that:
a) There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. b) Based on the examination of the relevant documents and records on test check basis the company has Complied with the following laws specifically applicable to the company:
a) The Reserve Bank of India Act, 1934 b) The Finance Act, 2016 c) Prevention of Money Laundering Act, 2002 and the Prevention of Money Laundering (Amendment) Act, 2012. I further report that during the audit period:
1. The company vide Special Resolution has approved the Slump Sale of Gold Loan Business Undertaking of Paul Merchants Finance Private Limited, Material Wholly Owned Subsidiary of the Company to L & T Finance Limited through Postal Ballot on 13th March, 2025.
I further report that, there were no instances of
(i) Public / Rights/ Preferential issue of shares / debentures / sweat equity (ii) Merger / amalgamation / reconstruction etc.
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013 (iv) Redemption/ Buy-back of Securities. (v) Foreign technical collaborations.
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Paul Merchants Finance Private Limited, Ground Floor, SCO 829-830, Sector 22-A, Chandigarh 160022.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAUL MERCHANTS
FINANCE PRIVATE LIMITED (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by PAUL MERCHANTS FINANCE PRIVATE LIMITED ("the Company") for the financial year ended on March 31, 2025, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder, to the extent applicable; (v) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,to the extent applicable to the company, being a material subsidiary of a listed company.
(vi) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act):are not applicable to the Company being an unlisted company: a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments thereof, b) The Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021. c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. e) Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021. f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client. g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.
(vii) The major provisions and requirements have also been complied with as prescribed under all applicable Labour laws viz. The Payment of Wages Act, 1936, The Minimum Wages Act, 1948, The Payment of Bonus Act, 1965, The Employees Compensation Act, 1923, Payment of Gratuity Act, 1972, etc. I have also examined compliance with the applicable clauses of the following: a) Secretarial Standards issued by The Institute of Company Secretaries of India.
b) The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to the extent applicable, being a material subsidiary of a listed company. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above to the extent applicable to the company.
Based on our examination and the information received and records maintained, I further report that:
1. The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year, were carried out in compliance with the applicable Act and Regulations.
2. Adequate notice is given to all directors for the Board Meetings and agenda along with detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
3. All decisions are carried through majority, while the dissenting members views, if any, are captured and recorded as part of the minutes.
4. The company has proper board processes.
Based on the compliance mechanism established by the company and on the basis of the compliance certificate(s) issued by the Company Secretary/ Officers, I am of an opinion that: 1. There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. 2. Based on the examination of the relevant documents and records on test check basis the company has Complied with the following laws specifically applicable to the company:
a) The Reserve Bank of India Act, 1934 b) The Finance Act, 2016 c) Prevention of Money Laundering Act, 2002 and the Prevention of Money Laundering (Amendment) Act, 2012. d) Master Directions issued by the Reserve Bank of India as applicable to the Company. I further report that during the audit period:
1. The company, has allotted 38,77,147 Equity Shares of Rs. 10/- each at premium of Rs. 54/- per share to its existing shareholders under Rights Issue on 9th April, 2024.
2. The company vide Special Resolution dated 6th March, 2025, has approved the Slump Sale of its Gold Loan Business as going concern to L & T Finance Limited. I further report that, there were no instances of (i) Public / Preferential issue of shares / sweat equity (ii) Redemption / buy-back of securities. (iii) Merger / amalgamation / reconstruction etc. (iv) Foreign technical collaborations.
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