PNB Gilts Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 29th Annual Report together with the Company?s audited financial statements for the financial year ended March 31, 2025.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS

The Company?s financial performance, for the year ended March 31, 2025, is summarized below: (Rs. in lacs)

	For the year ended 31.03.2025	For the year ended 31.03.2024
Total Income	167627.90	157667.25
Less: Total Expenditure	136752.38	148153.52
Exceptional Items	(219.95)	(367.60)
Profit/(loss) Before Tax	31095.46	9881.33
Less: Tax Expense	7792.40	2940.26
Profit for the period	23303.06	6941.07
Other Comprehensive Income	41.24	34.92
Total Comprehensive Income	23344.31	6975.99
Opening Balance of Retained Earnings	47410.22	41822.45
Closing Balance of Retained Earnings	64293.81	47410.22
Earnings per share (Rs.)	12.95	3.86

FY 2024-25 was marked by considerable volatility in both global and domestic bond markets. Internationally, U.S. Treasury yields experienced significant fluctuations, influencedby evolving Federal Reserve (FOMC) policy decisions, persistent inflation concerns, and uncertainties surrounding U.S. political developments. At the same time, policy rate cuts by both the U.S. Federal Reserve and the European Central Bank signaled a broader trend of monetary policy easing across major economies.

Domestically, the Indian bond market generally witnessed a decline in yields. This favorable movement was supported by several factors, including the Reserve Bank of India?s transfer of surplus dividends to the government, increased interest from foreign investors, and expectations of continuedfiscalprudence. The RBI played an active role through measures such as repo rate cuts, open market operations, and forex swaps, all of which contributed to improved liquidity and lower yields. Additionally, concerns regarding domestic economic growth, as reflected in lower-than-expected GDPfigures,further strengthened expectations for policy easing, exerting downward pressure on yields. As a result, the 10-year benchmark government bond yield moved from 7.09 per cent at the start of the year to stabilize in the 6.65 per cent to 6.72 per cent range, despite interim volatility.

Against this backdrop, the Company diligently fulfilled its obligations as a Primary Dealer as mandated by the RBI, both in the primary and secondary markets. The Company achieved a Profit Before Tax ofRs. 31095.46 lakhs as of March 31, 2025, compared to Rs. After Tax stood at9881.33lakhsinthe previous year. Profit Rs. 23303.06 lakhs, up from Rs. 6941.07 lakhs as of March 31, 2024. The Company?s capital adequacy remains robust, with a Capital to Risk Weighted Assets Ratio (CRAR) of 42.68 per cent as of March 31, 2025, well above the regulatory minimum of 15 per cent for Primary Dealers.

With respect to Treasury Bills, the Company exceeded the stipulated success ratio of 40 per cent, achieving 50.34 per cent and 51.88 per cent in the first and second halves of the year, respectively. In the government securities category, the Company fulfilled all underwriting commitments, thereby supporting the government?s borrowing program. Furthermore, the Company?s secondary market outright turnover for FY 2024-25 stood at 6.67 per cent of the average Central Government Dated Securities outright market turnover during the previous three financial years, surpassing the mandated 2 per cent.

Material Changes and Commitments

No material changes and commitments affecting the Company?s financial position have occurred after the close of the financial year till the date of this report.

Capital Adequacy

Capital adequacy ratio as on March 31, 2025 stood at 42.68 per cent as against the RBI stipulation of 15 per cent.

Dividend

Your Directors are pleased to recommend a final dividend of Rs. 1/- (i.e. 10 per cent) per equity share of face value of Rs. 10/-per share for the year ended 31st March, 2025, subject to approval in the ensuing Annual General Meeting.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations" or "Listing Regulations") is available on the Company?s website on https://www.pnbgilts.com/uploads/corporate_governance/Dividend_Distribution_Policy.pdf. No change was made in the said policy during the financialyear 2024-25 except for the updating of the name of the relevant RBI

Master Directions.

Transfer to Reserves

Your Directors propose to transfer a sum of Rs. 4660.61 lakhs to the Statutory Reserve as required under the provisions of Section 45-IC of the Reserve Bank of India Act, 1934. Further, in terms of the first proviso to Section 123(1) of the Companies Act, 2013, the Company proposes not to transfer any sum in General Reserve.

2. CORPORATE GOVERNANCE

Corporate Governance for your Company means achieving a high level of accountability, efficiency, responsibility, and fairness in all areas of operations. Our workforce is committed to protecting the interests of stakeholders, including shareholders, creditors, investors, customers, employees, etc. Our policies consistently undergo improvements, keeping in mind our goal, i.e., maximization of the value of all stakeholders.

We comply with the SEBI and RBI guidelines on Corporate Governance. We have documented our internal code on Corporate Governance in compliance of SEBI and RBI guidelines. The Corporate Governance practices followed by the Company are given in the Corporate Governance section of this Annual Report. A certificate from M/s AKP & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations is enclosed with the ‘Report on Corporate Governance? forming part of the Board?s Report.

Number of meetings of the Board

The Board met eleven (11) times during the financial year 2024-25 to review strategic, operational, technological, and financial matters and lay down policies and procedures for the company?s operational management. The details of such meetings are given in the ‘Report on Corporate Governance? that forms part of this Board?s Report.

Directors and Key Managerial Personnel (KMP)

During the financial year 2024-25, following changes happened in the composition of Directors and KMPs:

a. Sh. Prem Prakash Pareek (DIN: 00615296), who was appointed as an Independent Director of the Company for second term of 5 consecutive years effective from 30.08.2019 till 29.08.2024, has ceased to be Director w.e.f. 30.08.2024 upon completion of tenure.

b. The Board of Directors had, on the recommendation of the Nomination & Remuneration Committee, appointed Sh. Raj Kamal Verma (DIN: 07847454) as Additional Director and designated him as an Independent Director of the Company with effect from 10.10.2024 for a term of 3 consecutive years, subject to approval of the members. Subsequently, the members had, vide resolution passed through postal ballot on January 3, 2025, approved the appointment of Sh. Raj Kamal Verma as an Independent Director of the Company with effect from 10.10.2024, for a term of 3 consecutive years.

c. The Board of Directors had, on the recommendation of the Nomination & Remuneration Committee, appointed Dr. Rekha Jain (DIN: 01586688) as Additional Director and designated her as an Independent Director of the Company with effect from 07.11. 2024 for a term of 3 consecutive years, subject to approval of the members. Subsequently, the members had, vide resolution passed through postal ballot on January 3, 2025, approved the appointment of Dr. Rekha Jain as an Independent Director of the Company with effect from 07.11.2024, for a term of 3 consecutive years.

d. Dr. Neharika Vohra (DIN: 06808439) resigned from the position of Independent Director of the Company w.e.f. 11.11.2024 due to her other professional commitments at IIMA. She has confirmed other material reasons other than those provided. Other relevant details are given in Report on Corporate Governance forming part of this Report.

e. Sh. Vikas Goel (DIN: 08322541) resigned from the position of Managing Director & CEO of the Company on 16.12.2024 due to his personal reasons and he was relieved from the close of business hours of 23.12.2024. In his place, the Board has appointed Sh. Pareed Sunil, Deputy CEO as an Additional Director and the Managing Director & CEO (Key Managerial Personnel) of the Company for a period of 3 years, effective from the date of receipt of approval from the Reserve Bank of India or allotment of Director Identification Number (DIN) by Ministry of Corporate Affairs (MCA), whichever is later, subject to the requisite sanction of the members of the Company. The Ministry of Corporate Affairs allotted DIN to Sh. Pareed Sunil on March13, 2025 and the Reserve Bank of India vide its letter dated June 19, 2025 conveyed its approval for the appointment of Sh. Pareed Sunil on the Board of Directors of PNB Gilts Ltd. Accordingly, Sh. Pareed Sunil (DIN: 11001150) is the Additional Director designated as the Managing Director & CEO of the Company with effect from the date of receipt of approval from the Reserve Bank of India, i.e. June 19, 2025.

Your directors wish to place on record their appreciation for the contributions made by Shri Prem Prakash Pareek, Dr. Neharika Vohra and Sh. Vikas Goel during their respective associations with the Company. Further, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Sh. Kalyan Kumar (DIN: 09631251) shall retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

In the opinion of the Board, all the independent directors appointed/ re-appointed during the year are person of integrity and having requisite expertise, skills and experience (including the proficiency) role.

None of the Directors are debarred from holding the office of Director pursuant to order of SEBI or any other authority. Sh. Gopal Singh Gusain, Independent Director, has been regularized by members on June 5, 2024.

There were no changes in key managerial personnel of the Company, except as mentioned at Sl. No. ‘e? above.

Performance Evaluation

In terms of the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. The Board along with the Nomination and Remuneration Committee has laid down the criteria of performance evaluation of Board, its Committees and Individual Directors which is available on the website of the Company at https://www.pnbgilts.com/uploads/corporate_governance/Directors_Evaluation_Policy.pdf. These criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the respective committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director like commitment, contribution, initiative for growth of company etc. preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of

(a) non-independent directors;

(b) the board as a whole; and

(iii) the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

In the Board meeting and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The evaluation process endorsed the Board?s confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information, if any, with the Board. The Committees are also functioning well.

In general, the outcome of such evaluation process was found satisfactory.

Policy on Directors? Appointment and Remuneration etc.

The policies of the Company on Directors? Appointment and Remuneration formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and other matters like remuneration of directors, key managerial personnel, senior management and other employees. The policy relating to the remuneration of Directors, Key Managerial Personnel and other employees is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully.

There was no change in these policies. The policies are available on the website of the Company at the link: https://www.pnbgilts.com/uploads/corporate_governance/Eligibility_Criertia.pdf and https://www.pnbgilts.com/uploads/corporate_governance/Remuneration_Policy.pdf.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 and SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience (including proficiency) and expertise and they hold highest standards of integrity and are independent of the management.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the year under review, as stipulated under Regulation 34(2)(f) of SEBI Listing Regulations, forms part of the Board?s Report.

3. OTHER DISCLOSURES – Details of Committees

The details in relation to the composition of Audit Committee, Corporate Social Responsibility Committee and other board level committees have been given in Report on Corporate Governance forming part of the Board?s Report.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

CSR

There was no change in the CSR Policy during FY 2024-25. The CSR policy of the Company is available at Company?s website at the link https://www.pnbgilts.com/uploads/corporate_governance/CSR_Policy.pdf. The CSR activity of the Company is carried out as per the instructions of the Committee and Board. The annual report on the CSR for the year 2024-25 in the prescribed format, inter-alia containing the brief of CSR Policy, CSR

Committee along with objects and expenditure details etc., is presented at Annexure A to the Board?s Report.

Other details of above said and other Committees of the Board are given in the ‘Report on Corporate Governance? forming part of the Board?s Report.

Whistle Blower Policy (including Vigil Mechanism)

Your Company believes in conducting its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Your Company is committed to develop a culture where it is safe for directors and employees to raise concerns about any wrongful conduct.

The Board of Directors have approved a Whistle Blower Policy (including Vigil Mechanism), which provides a framework to promote a responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. The Audit Committee reviews the functioning of this mechanism. The mechanism also provides for direct access to the Audit Committee/Chairman of Audit Committee. During the year under review, no such matter has been reported to the Audit Committee. The said policy may be accessed on the Company?s website at the link https://www.pnbgilts.com/uploads/corporate_governance/Whistle_Blower_Policy.pdf

Contracts and Arrangements with Related Parties

Details of all the contracts/ arrangements/ transactions entered by the company which are

(i) in ordinary course of business and not at arm?s length; and

(ii) those which are material in nature are given in form AOC-2 at Annexure B. Company?s Policy/SOP on Related party Transactions can be accessed at the Company?s website at the link https://www.pnbgilts.com/uploads/corporate_governance/RPT_Policy.pdf

Subsidiaries

The Company is not having any subsidiary or associate or joint venture. It is not required to consolidate the Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies financial (Accounts) Rules, 2014. However, the financial statements of the Company for FY 2024-25 had already been considered by its parent bank i.e. Punjab National Bank for the purpose of consolidation.

Directors? Responsibility Statement

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with the requirements setout under the Schedule III to Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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; and

(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.

Human Resource Management

Your Company treats its human resources as one of its most important assets. To ensure good human resource management in the Company, the Company focuses on all the aspects of employee life cycle. During their tenure in the Company, employees are motivated through various skill development and volunteering programmes. Recreational programmes are also conducted on regular basis so as to create stress-free environment. All the while, the Company also creates effective dialogues through various communication channels like face to face interactions so as to ensure that feedback reach the relevant teams. In house meetings and training sessions are also arranged to engage and develop the employees and to gather ideas around innovation.

The information required to be disclosed under Section 197(12) and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided at Annexure C.

The information required pursuant to Section 134 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board report and shall be provided to the 136 of the Act, the report and accounts are being sent to members up on specific members, excluding the information on employees? particulars, which is available for inspection by the members at the registered office hours on working days of the Company up to the date of the ensuing General Meeting. Interested members may write to the Company. No employee is related to any Director of the Company.

Sexual Harassment at Workplace

Your Company has complied with provisions relating to the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee and has put in place a formal policy for prevention of sexual harassment of its employees at workplace. The details pertaining to number of sexual harassment complaints during the year has been provided below: a. Number of pending complaints in the beginning of FY 2024-25 : Nil b. Number of complaints received during the FY 2024-25 : Nil c. Number of complaints disposed of during the year : Nil d. Number of cases pending for more than 90 days : Nil e. Number of complaints pending as on end of the FY 2024-25 : Nil

Particulars of Loans given, investment made, guarantees given and securities provided

The Company, being a non-banking financial company registered with RBI and engaged in the business of acquisition of securities, is exempt from complying with the provisions of Section 186(4) of the Companies Act, 2013 in respect of loans given, investments made, security provided and guarantees given. Accordingly, the disclosures required under the aforesaid section have not been made in this Report.

Annual Return

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3)of the Companies Act, 2013 has been placed on the website of the Company and can be accessed at https://www.pnbgilts.com/investors-relations#annual_report

Deposits

During the year ended March 31, 2025, the Company has not accepted any deposit from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Risk Management

In terms of RBI guidelines for NBFCs and Primary Dealers and the Listing Regulations, Risk Management Committee of the Board has been entrusted with the responsibility by the Board in laying down procedures for risk assessment and minimization. The Committee also reviews these procedures periodically to ensure that executive management is implementing and controlling the risks through means of a properly defined risk framework. The composition of the said Committee and terms of reference are given in Report on Corporate Governance forming part of the Board?s Report.

The Company also have an Asset Liability Committee (ALCO) of executives of the Company comprising of the Managing Director & CEO, Executive Director/Deputy CEO, CFO, Senior Executive Vice President, Chief Dealer and Head Mid- office/ Heads of Risk / CRO of the Company.

The Risk Management Committee reviews the

(a) Risk Management Policy,

(b) Risk Governance Framework,

(c) Fraud Risk Management Policy,

(d) Operational Risk Management Policy,

(e) Climate Risk Management Policy, and

(f) ICAAP Policy, and on the basis of the recommendation of this Committee, the Board approves the same.

The Risk Management Department of the Company is an independent unit, headed by Mid Office Head who functionally reports to the Risk Management Committee (RMC), and is responsible for measurement and monitoring of risk limits within the risk management framework of the Company. The responsibilities of the Risk Management Department include establishment of policies and procedures, development of models for estimation of risk and management of risks in a holistic manner across the Company. The department performs critical functions related to identification of risk, conducting risk analysis (including assessment and measurement), and conducting data analytics, providing MIS and reporting observations, if any. The said department is also responsible for identification, measurement and monitoring of the adherence to prudential limits laid down in the Company?s policies and the regulatory limits.

The Risk Management Committee, IT Strategy Committee and Audit Committee, on periodic basis, oversees all the risks that the Company faces such as strategic, financial, market, liquidity, security, geo-political, climate, IT, cyber security, legal, regulatory and other identified risks alongwith the implementation of risk management policy. There is an adequate risk management infrastructure in place capable of addressing the possible risks. Based on the robust risk management framework and regular monitoring of all major risk areas within the Company, the Board is satisfied that there are no factors that could adversely affect the existence of the Company. For further details Business Responsibility and Sustainability Report may also be referred, which forms integral part of this Report.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company?s operations in future.

Issue of Shares

There was no issue of shares during the year neither with differential rights as to dividend, voting or otherwise nor to employees of the company.

Management Discussion and Analysis

Management Discussion and Analysis comprising an overview of the financial results, operations/performance and future aspects forms part of this Board?s Report.

Secretarial Standards

The Company has complied with all mandatorily applicable Secretarial Standards.

Non-applicability of Section 148 of Companies Act, 2013

The Company is not required to maintain cost records in accordance with Section 148 of the Companies Act 2013.

Others

No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("the IBC, 2016"), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable, as there was no such instance of one-time settlement.

There was no change in nature of business.

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

The details of all the 11 Board meetings held during the FY 2024-25 are as under:

Date of meeting	Total Number of directors as on the date of meeting	Attendance
		Number of directors Attended	% of Attendance
01/05/2024	7	7	100.00
12/06/2024	7	5	71.43
24/07/2024	7	7	100.00
20/08/2024	7	6	85.71
24/10/2024	7	6	85.71
28/11/2024	7	6	85.71
16/12/2024	7	6	85.71
14/01/2025	6	6	100.00
28/01/2025	6	5	83.33
26/02/2025	6	5	83.33
29/03/2025	6	6	100.00

The details of all the 32 board level committee meetings held during the FY 2024-25 are as under:

Type of Committee meeting	Date of meeting	Total Number of Committee Members as on the date of meeting	Attendance
			Number of committee members attended	% of Attendance
Audit Committee Meeting	25/04/2024	4	4	100.00
Audit Committee Meeting	01/05/2024	4	4	100.00
Audit Committee Meeting	07/05/2024	4	4	100.00
Audit Committee Meeting	23/07/2024	3	3	100.00
Audit Committee Meeting	24/07/2024	3	3	100.00
Audit Committee Meeting	22/10/2024	3	3	100.00
Audit Committee Meeting	24/10/2024	3	3	100.00
Audit Committee Meeting	28/01/2025	4	4	100.00
Audit Committee Meeting	24/02/2025	4	4	100.00
Audit Committee Meeting	09/03/2025	4	4	100.00
Audit Committee Meeting	29/03/2025	4	4	100.00
Corporate Social Responsibility Committee Meeting	02/08/2024	4	3	75.00
Corporate Social Responsibility Committee Meeting	21/01/2025	4	4	100.00
Corporate Social Responsibility Committee Meeting	20/03/2025	4	3	75.00
Nomination and Remuneration Committee Meeting	03/06/2024	4	4	100.00
Nomination and Remuneration Committee Meeting	23/07/2024	3	3	100.00
Nomination and Remuneration Committee Meeting	20/09/2024	3	3	100.00
Nomination and Remuneration Committee Meeting	01/10/2024	3	3	100.00
Nomination and Remuneration Committee Meeting	30/10/2024	3	3	100.00
Nomination and Remuneration Committee Meeting	16/12/2024	4	4	100.00
Nomination and Remuneration Committee Meeting	26/02/2025	4	3	75.00
Nomination and Remuneration Committee Meeting	29/03/2025	4	4	100.00
Stakeholders Relationship Committee Meeting	20/03/2025	3	2	66.67
Risk Management Committee Meeting	26/06/2024	3	3	100.00
Risk Management Committee Meeting	14/08/2024	3	3	100.00
Risk Management Committee Meeting	10/09/2024	3	3	100.00
Risk Management Committee Meeting	28/12/2024	4	4	100.00
Risk Management Committee Meeting	29/03/2025	4	4	100.00
IT Strategy Committee Meeting	26/06/2024	3	3	100.00
IT Strategy Committee Meeting	10/09/2024	3	3	100.00
IT Strategy Committee Meeting	28/12/2024	4	4	100.00
IT Strategy Committee Meeting	20/03/2025	4	4	100.00

CSR Details:

Details on policy development and implementation by company on corporate social responsibility initiatives taken during year 2023-24: Turnover (in Rs.) – Rs. 44,44,65,09,00,000 Net worth (in Rs.) – Rs. 13,13,35,46,744

Net profits for last three financial years:

Financial year ended	2023-24	2022-2023	2021-2022
Profit before tax (In Rs.)	98,81,32,773	(85,06,61,502)	2,10,15,09,591
Net Profit computed u/s 198 adjusted as per rule 2(1)(f) of the Companies (CSR Policy) Rules, 2014 (in Rs.)	61,24,449	(18,42,44,752)	3,07,29,42,122

Amount spent in local area (in Rupees) during FY 2024-25: Rs. 1,35,68,400/-

The manner in which the amount spent during the financial year 2024-25 is given below

Number of CSR activities: 2, detailed below

S. No. CSR project or activity identified	Sector in which the Project is Covered	Projects or programs - Specify the State /Union Territory where the Project/ Program was Undertaken	Projects or programs - Specify the district where projects or programs was undertaken	Amount outlay (budget) project or programs wise (in Rs.)	Amount spent on the projects or programs (in Rs.)	Expenditure on Administrative overheads (in Rs.)	Mode of Amount spent
1 Fitment of Artificial Limbs, Calipers, and other aids & Appliances to the person with disability	Promoting health care including preventive health and sanitation	PAN India	Assam, Bihar, Chandigarth, Delhi, Haryana, Himachal Pradesh, Jammu and Kashmir, Jharkhand, Lumbini, Madhya Pradesh, Rajasthan, Uttar Pradesh, Uttrakahand, West Bengal, Sikkim,	1,44,12,430	1,44,12,430	8,00,900.20	Indirect - Implementing Agency Shree Bhagwan Mahaveer Viklang Sahayata Samiti (BMVSS)
2 Cervical Cancer Vaccination	Promoting health care including preventive health and sanitation	Delhi / NCR	Ghaziabad, Uttar Pradesh	29,56,500	29,56,500	1,64,039.80	Indirect - Implementing Agency Beautiful Tomorrow

Details (name, address and email address) of implementing agency(ies) are under-

1. Name: Better World Foundation

Address: SE-12, Shastri Nagar, Ghaziabad, Uttar Pradesh 201002

Email Address: madhu.1950@yahoo.com

2. Name: Bhagwan Mahaveer Viklang Sahayata Samiti (BMVSS) Address: 13-A, Gurunak Path, Malviya Nagar, Jaipur (Rajasthan)

Email Address: bmvss75.prmdelhi@gmail.com

4. AUDITORS, INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Statutory Auditor

The Comptroller and Auditor General of India had appointed M/s Batra Deepak & Associates, Chartered Accountants (Firm Reg. No. 005408C) as the Statutory Auditor of the Company for the financial year ended March 31, 2025. Pursuant to the provisions of Section143(12) of the Companies Act, 2013, the Statutory Auditor of the Company has not reported any incident of fraud during the FY 2024-25. The Auditor Report is self-explanatory and does not contain any qualification, reservation or adverse remark etc.

Comments of Comptroller & Auditor General of India (C&AG)

The financial Statements for the Financial Year ended March 31, 2025, along with the auditors? report thereon, were submitted to the C&AG for supplementary audit. The Comments of Comptroller & Auditor General of India (C&AG) and the reply of the Management thereto form part of this Report, is annexed as Annexure D.

Secretarial Auditor

The Board had appointed M/s AKP & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed as Annexure E to this Report. The Report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer etc.

Internal financial control systems and their adequacy

The Company considers the internal control systems to be a very significant part of its Corporate Governance practices. Your Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company?s policies, the safeguarding of its assets, prevention and detection of frauds etc. The Company?s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The Company has a well-defined delegation of power with authority limits for approving transactions/contracts including expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down. M/s Batra Deepak & Associates, the statutory auditor of the Company has audited the financial statements included in this annual report and have issued a report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).

As a part of this control system, your Board appoints Internal Auditor and other auditors as well. Accordingly, these internal controls are routinely tested and certified by the auditors.

Your Board appointed M/s Grant Thornton Bharat LLP as the Concurrent Auditor of the Company and also framed a separate Internal Audit Function, headed by Head of Internal Audit, of the Company in compliance with RBI circular no. DoS.CO.PPG./SEC.05/11.01.005/2020-21 dated February 3, 2021. Your Company also has in place a Risk Based Internal Audit (RBIA) Policy, in line with the RBI directions.

The scope of concurrent audit included audit of treasury transactions on a monthly basis and reporting to the Audit Committee of the Board that the company has operated within the limits of various risk parameters laid down by the Board, Reserve Bank of India and other statutory authorities. Besides, the said firm also audited and reviewed the related party transactions on monthly basis and the key business processes. The Internal Audit department as part of Risk Based Internal Audit does the testing of controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

All the reports of the Concurrent Auditor and Internal Auditor were submitted to the Audit Committee. Timeliness of submission of all the periodic statutory returns/forms etc. to regulatory bodies was also checked by the Concurrent Auditor. The Audit Committee reviews adequacy and effectiveness of the Company?s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company?s risk management policies and systems.

5. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is a Primary Dealer, regulated by the Reserve Bank of India and thus its operations are not highly energy intensive. However, the Company has been focusing on sustainability and cultivating climate conscious culture wherein aspects like resource conservation, waste generation, energy efficiency, judicious consumption are given prime importance. Rationalizing the Company?s printing requirements remains a priority within the business. This can eventually enable reduction in energy consumption in day-to-day operations of the Company.

For procurement of equipment required to run our operations, such as computer hardware, air conditioners, energy efficiency standards (viz. 5-star ratings) are duly considered during purchase. Majority of the initiatives such as, LEDs, energy efficient architecture, etc. are present in select leased care is taken to ensure such initiatives remains a priority while onboarding a new office. Every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible. These measures also include switching off lights and computer systems when not in use, creating awareness among employees about the necessity of energy conservation etc.

The capital investment on energy conservation equipment was Nil.

Your Company extensively uses the information technology in its operations and has installed the integrated treasury management software and RBI?s Negotiated Dealing System with the help of The Institute for Development and Research in Banking Technology (IDRBT) and reputed IT companies. There are other software also being used in the company for day-to-day operations. Your Company has leveraged the technology to minimize the risk, management of its cash flows, compliance and audit etc.

Your company has neither imported any technology during the last three years reckoned from the beginning of the financial year nor it has incurred any expenditure on research and development on technology. Your Company has neither used nor earned any foreign exchange during the year under review.

Acknowledgements

Your Directors thank the Government of India, Reserve Bank of India, Securities and Exchange Board of India, National Stock Exchange of India Ltd., BSE Ltd., Parent Bank, Commercial Banks, Cooperative & Regional Rural Banks, Financial Institutions, PF Trusts, Public Sector Undertakings, Private Sector Corporate Bodies and other valued clients for their whole-hearted support. We acknowledge the sincere and dedicated efforts put in by the employees of the Company at all levels.

On behalf of Board of Directors

Date : July 23, 2025	(Kalyan Kumar)
Place: New Delhi	Chairman
	DIN: 09631251