PTC India Financial Services Ltd Directors Report

BOARDS REPORT

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the Nineteenth (19th) Annual Report together with the Audited Financial Statements of your Company (the "Company" or "PTC India Financial Services Limited/ PFS") for the financial year ended 31st March 2025.

1. Financial Performance and State of Company* s Affairs

The summarized financial results of your Company are given in the table below:

				(Rs. in Crore)
Particulars	Standalone		Consolidated
	FY2024-25	FY2023-24	FY2024-25	FY2023-24
Total Income	638.00	776.57	638.00	776.57
Profit/(loss) before Finance Charges, Depreciation & Tax (EBITDA)	606.14	632.46	606.14	632.46
Finance Charges	321.06	410.00	321.06	410.00
Depreciation and Amortization	6.56	6.48	6.56	6.48
Provision for Income Tax (including for earlier years)	61.47	55.23	61.47	55.23
Net Profit/(Loss) After Tax	217.05	160.75	217.05	160.75
Other Comprehensive Profit /(Loss) for the year	(1.63)	(0.82)	(1.63)	(0.82)
Total Comprehensive Profit /(Loss) for the year	215.42	159.93	215.42	159.93

In FY 2024-25, the total income of the Company declined by 17.84%, from Rs.776.57 Crore in FY 2023-24 to Rs.638.00 Crore. However, this impact was significantly offset by a 21.69% reduction in finance costs, which decreased to Rs.321.06 Crore from Rs.410.00 Crore in the previous financial year. The spread on the earning portfolio (Stage I & II) declined to 1.92% in FY 2024-25, compared to 2.37% in FY 2023-24. Similarly, the Net Interest Margin (NIM) on Stage I & II assets declined slightly to 4.25%, as against 4.45% in the previous year. EBITDA reduced by 4.16%, amounting to Rs.606.14 crore in FY 2024-25 as compared to Rs.632.46 crore in FY 202324, mainly due to reduction in total income by Rs.138.57 crores, other expenses reduced by 31.14%, amounting to Rs.24.02 Crore in FY 2024-25 as compared to Rs.34.88 Crore in FY 2023-24 and reduction in Impairment of financial instrument amounting to Rs.(11.06) crores in FY 2024-25 as compared to Rs.87.57 Crore in FY 2023-24. Total comprehensive income has increased by 34.69% from Rs.159.93 Crore to Rs.215.42 Crore due to reduction in impairment cost.

During the year, the Debt/ Equity ratio of the Company improved to 1.03 from 1.54 in FY 2024-25. Further, all the borrowings are long-term borrowings in FY 2024-25. The Company is contemplating to maintain majority of its borrowings in the form of long term credit lines to have better ALM and cash flow.

The Company has maintained sufficient liquidity in the form of High Quality Liquid Assets (HQLA) as per RBI guidelines and undrawn lines of credit to meet its financial obligations. However, the Company is in the process of raising credit lines/funds to improve the liquidity and achieve growth.

As at March 31, 2025, for loans under stage I and stage II, the management has determined the value of secured portion on the basis of best available information including book value of assets/ projects as per latest available balance sheet of the borrowers, technical and cost certificates provided by the experts and valuation of underlying assets performed by external professionals appointed either by the Company or consortium of lenders. For loan under stage III, the management has determined the value of secured portion on the basis of best available information, including valuation of underlying assets by external consultant/ resolution professional (RP) for loan assets under IBC proceedings, sustainable debt under resolution plan, claim amount in case of litigation and proposed resolution for loan under resolution through Insolvency and Bankruptcy Code (IBC) or settlement. For State Power Utilities, the methodology for PD computation was harmonized based on the past track records of repayment, alignment between external credit rating & MOP rating, and industry experience. The conclusive assessment of the impact in the subsequent period, related to expected credit loss allowance of loan assets, is dependent upon the circumstances as they evolve, including final settlement of resolution of projects/assets of borrowers under IBC.

During the FY 2024-25, with the focused efforts of the management, the portfolio quality improved. During the year, gross Stage III have decreased from Rs.771 Crore in FY 2023-24 to Rs.711 Crore in FY 2024-25 and net NPAs have decreased from Rs.142 Crore in FY 2023-24 to Rs.117 Crore in FY 2024-25. Further, the Companys focus on enhancing business resulted in disbursements increasing to Rs.916 Crore in FY 2024-25 compared to Rs.585 Crore in FY 2023-24, a growth of about ~57%.

The profit before tax (PBT) for FY 2024-25 stood at Rs.278.52 Crore vis-a-vis Rs.215.98 Crore in FY 2023-24. The profit after tax (PAT) for FY 2024-25 stood at Rs.217.05 Crore against Rs.160.75 Crore in FY 2023-24.

2. Net Owned Funds and Earnings Per Share (EPS)

The Net Owned Funds of the Company aggregated to Rs.2,445.25 Crore and the total Capital Funds aggregated to Rs.2,509.70 Crore as at 31stMarch 2025. The percentage of aggregate risk weighted assets on the balance sheet and the risk-adjusted value of off-balance sheet items to Net Owned Funds is 59.65% as at 31st March 2025.

EPS of the Company for FY 2024-25 stands at Rs.3.38 per share in comparison to Rs.2.50 per share for FY 2023-24.

3. Reserves

Out of the profits earned during FY 2024-25, the Company has transferred an amount of Rs.43.41 Crore (cumulative as on Rs.492.46 Crore) to Statutory Reserve in accordance with the requirements of Section 45-IC of the Reserve Bank of India Act, 1934.

4. Dividend

The Board of Directors has not recommended any dividend for the Financial Year 2024-25.

5. Fixed Deposits/Public Deposits

Your Company has not accepted any deposits during the year from public in terms of provisions of Companies Act, 2013 (the "Act"). Further, at the end of the financial year, there were no unclaimed, unpaid or overdue deposits. Further, the Board of Directors in its meeting held on 9th May 2025 has undertaken not to accept any public deposit in future without prior permission of the Reserve Bank of India.

6. Capital Adequacy Ratio

The Capital Adequacy Ratio as on 31st March 2025 stood at 59.65% compared to 43.07% as on 31st March 2024. No adverse material changes affecting the financial position of the Company have occurred during the financial year.

7. Material changes and commitments, if any, affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate (i.e. 31st March 2025) and the date of the report. No adverse Material changes affecting the financial position of the Company have occurred during the Financial Year.

Subsequent to end of the financial year 2024-25, the Company has successfully resolved the following two Non Performing Asset (NPA) accounts:

NSL Nagapatnam Power & Infratech Private Limited ("NSL"): NSL has been classified as an NPA since March 2017 and the resolution plan was filed with NCLT in August 2024. In May 2025, the NCLT approved the resolution plan following which the successful resolution applicant remitted Rs.125 Crore to the Company, (being the Companys share of the resolution proceeds). The amount covers the entire principal outstanding. Subsequently, the erstwhile promoters of NSL and the unsuccessful resolution applicant have filed petitions at NCLAT, where the matter is being heard.

Vento Power Infra Private Limited ("Vento"): Vento has been classified as an NPA in March 2023. PFS undertook an extensive price discovery process for resolution of its debt under the change in management guidelines of RBI. The process culminated in June 2025 with Enviro Infra Engineers Limited emerging as the successful bidder with a gross bid value of approx. Rs.115.61 Crore. The Company has issued a Letter of Intent to Enviro Infra Engineers Limited which has been accepted along with submission of the performance security. The final resolution of Vento is subject to the execution of definitive agreements, receipt of the transaction consideration, and successful closure of the transaction.

8. Particulars of loans, guarantees and investments under Section 186

The particulars of loans, guarantees and investments forms part to the notes of the financial statements provided in this Annual Report.

9. Share Capital/ Finance

During the period under review, no change has taken place with regard to capital structure of the Company. As on 31st March 2025, PFS has a paid- up share capital of Rs.6,42,28,33,350 comprising of 642,283,335 equity shares of Rs.10/- each fully paid- up. The promoter i.e. PTC India Limited holds 64.99% of the paid-up share capital of the Company as on 31st March 2025. The equity shares of the Company are listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

10. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Returns are available on the Companys website at https://www. ptcfinancial.com/cms/showpage/page/agm.

11. Directors and Key Managerial Personnel

During the period under report, the following changes occurred in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Sl. No. Name of Director	Category	Appointment/ Cessation during FY 2024-25
1. Dr. Manoj Kumar Jhawar	Non-Executive - Chairman (Nominee - PTC India Limited)	Appointed w.e.f. 11th March 2025
2. Dr.Rajib Kumar Mishra	Non-Executive Chairman (Nominee - PTC India Limited)	Ceased w.e.f. 12th June 2024
3. Mr. Balaji Rangachari	Executive Director (Chief Executive Officer & Managing Director) in the category of Key Managerial Personnel	Appointed w.e.f. 12th July 2024
4. Mr. Manas Ranjan Mohanty	Non-Executive - Independent Director	Appointed w.e.f. 18th June 2024
5. Mr. MahendraLodha	Executive Director in the category of Key Managerial Personnel	Ceased as Director (Finance) & Chief Financial Officer w.e.f. 26th July 2024
6. Mr. Dilip Srivastava	Executive Director in the category of Key Managerial Personnel	Appointed as Additional Director designated as Director (Finance) & Chief Financial Officer w.e.f. 28th March 2025
7. Mr. Abhinav Goyal	Chief Financial Officer (Interim) in the category of Key Managerial Personnel	Appointed as Chief Financial Officer with effect from 30th August, 2024, to take care of the roles and responsibilities of CFO for period till a regular CFO joins the organization. He ceased to be Chief Financial Officer (Interim) w.e.f. 28th March 2025 consequent to joining of Mr. Dilip Srivastava as Director (Finance) & Chief Financial Officer.
8. Mr. Manohar Balwani	Company Secretary in the category of Key Managerial Personnel	Appointed w.e.f. 1st December 2024
9. Ms. Shweta Agarwal	Company Secretary in the category of Key Managerial Personnel	Ceased w.e.f. 30th November 2024
10. Mr. Devesh Singh	Chief Risk Officer in the category of Key Managerial Personnel	Designated as KMP w.e.f. 18th June 2024

Further, the shareholders have, through ordinary resolutions passed by way of Postal Ballot on 5 th June 2025, approved the appointment of Dr. Manoj Kumar Jhawar as Non-Executive Director (Nominee - PTC India Limited, the holding company) w.e.f. 11th March 2025 and Shri Dilip Srivastava as Director (Finance) & Chief Financial Officer for a period of 5 years w.e.f. 28th March 2025.

Additionally, Mr. Pankaj Goel has ceased to be Director of the Company consequent to withdrawal of nomination as Nominee Director by PTC India Limited, the holding company w.e.f. 10 th June 2025 and Mr. Sanjeev Kumar has been appointed as Additional Director designated as Director (Operations), liable to retire by rotation, in the category of Key Managerial Personnel of the Company w.e.f. 10th June 2025.

Based on the recommendations of Nomination and Remuneration Committee, the Board has recommended the appointment of Mr. Sanjeev Kumar as Director and Whole-time Director designated as Director (Operations) in the category of Key Managerial Personnel of the Company for a period of 5 years or upto the date of superannuation, whichever is earlier w.e.f. 10th June 2025 for approval of the Shareholders in the ensuing 19th Annual General Meeting ("AGM") of the Company.

Also, in accordance with provisions of the Act and Articles of Association of the Company, Shri Balaji Rangachari shall retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommend his re-appointment. A resolution seeking shareholders approval for his re-appointment forms part of the Notice of AGM.

The said persons are eligible for appointment/re-appointment in the respective capacity and the Company has received their consent(s) and requisite disclosure(s), etc. All the details required to be disclosed in connection with the appointment/re-appointment of Directors as above, are appearing in the Notice of AGM.

12. Dividend Distribution Policy

As per Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has adopted the Dividend Distribution Policy to set out the parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to its shareholder.

The Dividend Distribution Policy is available on Companys website, at: https://www.ptcfinancial.com/upload/pdf/Policy%20on%20 Dividend%20Distribution.pdf

13. Details of Board meetings

Fourteen Board Meetings were held during the financial year ended 31st March 2025. The details of which are given below:

Further, the attendance of each Director is more specifically mentioned in the report on the Corporate Governance Report, which forms part of this Annual Report .

Sl. No.	Date of the meeting	No. of Directors attended the meeting
1	2nd May, 2024	6
2	20th May, 2024	6
3	30th May, 2024	6
4	18th June, 2024	5
5	26th June, 2024	5
6	30th July, 2024	6
7	7 th August, 2024	6
8	30th August, 2024	6

 

9	28th October, 2024	6
10	4th November, 2024	6
11	17 th December, 2024	6
12	28th January, 2025	6
13	11th March, 2025	7
14	28th March, 2025	8

Further, the attendance of each Director is more specifically mentioned in the report on the Corporate Governance Report, which forms part of this Annual Report.

14. Committees of Board

The Board has constituted the following committees mandated under the Companies Act, SEBI Regulations and RBI Regulations:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

5. Risk Management Committee

6. IT Strategy Committee

7. Wilful Default Review Committee (constituted w.e.f. 28th October, 2024); and

8. Special Committee for monitoring and Follow-up of Fraud Cases (SCBMF) [constituted w.e.f. 28th October, 2024]

In addition to above committees, the Board constitutes committee(s), from time to time, for specific purposes.

The details of the Committees, their meetings and other disclosures are mentioned in the Corporate Governance report, which forms part of this Annual Report.

15. Corporate Social Responsibility

As a good corporate citizen, the Company is committed to ensuring its contribution to the welfare of the communities in the society where it operates, through its Corporate Social Responsibility ("CSR") initiatives.

The objective of PFSs CSR Policy is to consistently pursue the concept of integrated development of the society in an economically, socially and environmentally sustainable manner and at the same time recognize the interests of all its stakeholders.

To attain its CSR objectives in a professional and integrated manner, PFS shall undertake the CSR activities as specified under the Act. As on 31st March 2025 the composition of the CSR Committee, the details of meetings and attendance thereof are mentioned in the Corporate Governance report, which forms part of this Annual Report .

The CSR Policy is available at the link at website of the Company, at https://www.ptcfinancial.com/upload/pdf/CSR%20Policy.pdf

During the year under review, the policy has been updated to carry modification in existing internal system and processes.

Further, the report on CSR Activities/ Initiatives including all statutory details is annexed with this report as Annexure- I.

The unspent amount of CSR obligation of the Company for FY 202425 amounting to Rs.2,83,00,085 has been subsequently transferred to the unspent CSR Account of the Company for FY 2024-25, pursuant to Section 135(6) of the Companies Act, 2013 read with applicable Rules made thereunder.

16. Vigil mechanism/Whistle Blower Policy

The Company is committed to conducting its affairs with fairness, transparency, and adherence to the highest standards of professionalism, integrity, honesty, and ethical conduct. In line with the provisions of the Companies Act and the SEBI Listing Regulations, the Company has put in place a Rs.Whistle Blower Policy to provide a structured mechanism for employees to report concerns related to unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct or Ethics Policy.

‘Whistleblowing is the confidential disclosure by an individual of any concern encountered in the workplace relating to a perceived wrongdoing. The policy is designed to enforce internal controls and provide a framework for the detection, reporting, prevention, and appropriate handling of such concerns. The policy ensures adequate safeguards against victimization of Directors and employees who utilize this mechanism in good faith. It also provides for direct access to the Chairman of the Audit Committee in exceptional circumstances.

During the year under review, the Company did not receive any complaint under the Whistle Blower Policy. The Whistle Blower policy is available at: https://www.ptcfinancial.com/upload/pdf/Whistle%20Blower%20 Policy.pdf

17. Directors Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 read with section 134(5) of the Act, your Directors, to the best of their knowledge confirms that:

a. in the preparation of the annual accounts for the year ended 31st March 2025, 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 are 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 ended 31st March 2025 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 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; and

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.

18. Statutory Auditors, their Report and Notes to Financial Statements

M/s Lodha and Co LLP, Chartered Accountants, (FRN: 301051E) was appointed as the Statutory Auditor of the Company for a period of three (3) consecutive years i.e. FY 2022-23 to 2024-25. During the Financial Year 2024-25, M/s Lodha and Co LLP has resigned as Statutory Auditors of the Company effective from 13th August 2024 which was duly notified to the stock exchanges (https://www.bseindia.com/xml-data/corpfiling/ AttachHis/2b7426f5-aabf-4f03-917b-ba6173664fb3.pdf). Subsequently, the shareholders, on the recommendations of the Audit Committee and the Board of Directors, at 18th Annual General Meeting ("AGM") held on 12th September 2024, have appointed M/s Ravi Rajan & Co. LLP (FRN: 009073N/N500320) as Statutory Auditors of the Company effective from 12th September 2024 for a period of three (3) consecutive years commencing from the conclusion of the 18th AGM till the conclusion of AGM to be held in the year 2027.

The Audit Reports on the Financial Statements (Standalone and Consolidated) of the Company for the financial year 2024-25 is an unmodified Report.

19. Frauds reported by the Auditor of the Company

The Statutory Auditor and the Secretarial Auditor of the Company while performing their duties as such have not found any fraud, which was required to be reported to the Board of Director or Central Government.

20. Secretarial Audit

Pursuant to provisions of Section 204 of the Act and rules mentioned thereunder, the Board of Directors of the Company appointed M/s. S Chauhan & Associates, Company Secretaries, to conduct the Secretarial Audit of records and documents of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed as Annexure- II.

Further, the Secretarial Audit Report does not have any reservation/ adverse remarks/ qualification / disclaimer etc.

21. Related party transactions

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board is available on the Companys website at the link:

https://www.ptcfinancial.com/upload/pdf/Policy%20on%20

Materiality%20of%20Related%20Party%20Transactions%20and%20

also%20on%20dealing%20with%20Related%20Party%20Transactions.

pdf

Further, all the transactions are made in the ordinary course of business and on an arms length basis. During the period under review, there were no material related party transactions undertaken hence there is no requirement of annexing form AOC-2 with this report.

The detailed information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Note No. 40 of the Standalone Financial Statements.

22. Human Resources

The Company has a highly committed, loyal and dedicated team. The Company promotes an atmosphere which encourages learning and informal communication within the organisation. The Company is having Performance Management System to objectively measure the performance of the individual and the organization. The overall remuneration structure is linked with such system.

The other required safety norms were followed throughout the company. Regular employee strength as on 31st March, 2025 stood at 43.

23. Industrial Relations

Your Company has always maintained healthy, cordial, and harmonious industrial relations at all levels. Despite competition, the enthusiastic efforts of the employees have enabled the Company to grow at a steady pace.

24. Risk Management Policy

Your Company has comprehensive Rs.Risk Management Policy and requisite framework. The Risk Management function is responsible for executing the approved risk strategy, developing policies, procedures, and systems to manage risks effectively under the supervision of Board and Board level committees.

Given the nature of business and the regulatory landscape, your Company is exposed to a spectrum of risks. Among our principal risks are credit, liquidity, operational, cybersecurity, and technology risks. Moreover, the operations encompass compliance and reputation risks. To manage these, your Company has instituted an overarching risk appetite framework and has implemented specific policies, limits, and triggers tailored to each risk category to operationalise the Companys risk appetite. The structured management framework, the Internal Capital Adequacy Assessment Process (ICAAP), etc. are designed to identify, assess, and manage all risks that could significantly affect the business, financial position, or capital adequacy of the Company.

Your Company has also an independent Internal Audit Function for assessing the adequacy and effectiveness of all internal controls, risk management practices, governance systems, and various processes. The attention on non-financial risks were enhanced during the year. These discussions encompass compliance, personnel, technology, reputation risks, and others.

25. Employees Stock Option Scheme

The Shareholders approval was obtained at the Annual General Meeting held on 27th October 2008 for introduction of Employee Stock Option Plan at PTC India Financial Services Limited. All the ESOPs made under the Employees Stock Option Scheme-2008, have been surrendered and as on date, no claim is outstanding.

26. Declaration given by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct of Board of Directors and Senior Management.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). In the opinion of the Board, all the Independent Directors possess strong sense of integrity and have requisite experience, qualification and expertise as elaborated in the Corporate Governance report.

Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.

27. Companys policy on appointment and remuneration of Senior Management and KMPs

As per the requirements of the Act, the Board of Directors of your Company has constituted a Nomination and Remuneration Committee. The Committees role is to be supported by a policy for nomination of Directors and Senior Management Personnel including Key Managerial Personnel as also for remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees.

In terms of the SEBI Listing Regulations and the Act, the Company has in place Nomination and Remuneration & Board Diversity Policy. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Policy of the Company on Nomination and Remuneration & Board Diversity is also placed on the website of the Company and can be accessed at https://www.ptcfinancial.com/upload/pdf/Nomination%20and%20 Remuneration.pdf

28. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations.

The Company pays performance linked remuneration to its MD/WTDs. It is ensured that the remuneration is determined in a way that there exists a fine balance between fixed and incentive pay. On the basis of Performance Evaluation Policy, a process of evaluation is being followed by the Board for its own performance and that of its Committees and individual Directors. The performance evaluation process and related tools are reviewed by the "Nomination & Remuneration Committee" on a need basis, and the Committee may periodically seek independent external advice in relation to the process. The Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company.

The annual evaluation undertaken pursuant to the Policy, provisions of the Act and the corporate governance requirements as prescribed under the SEBI Listing Regulations have been elaborated in detail in the Corporate Governance Report forming part of this Annual Report.

29. Disclosure under the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013

An Internal Complaints Committee has been constituted to look into grievance/complaints of sexual harassment lodged by employees as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no complaints were received during the year and no complaint is pending on 31st March 2025.

30. Internal financial controls and Internal Auditor

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

The Company has established procedures for an effective internal control. The policies and procedures have been laid down with an objective to provide reasonable assurance that assets of the Company are safeguarded from risks of unauthorised use / disposition and the transactions are recorded and reported with proprietary, accuracy and speed. These aspects are regularly reviewed during internal audit and statutory audit. The Company has also laid down internal financial controls which are commensurate with the nature and size of the Company. During the year, such controls were tested and no material weakness in their operating effectiveness was observed.

The Internal Auditor examines and evaluates the efficacy & adequacy of internal financial controls & internal control system in the Company that has been put in place to mitigate the risks faced by the organization and thereby achieves its business objective. Broadly, the objectives of the project assigned are:

• Review the adequacy and effectiveness of the transaction controls;

• Review the operation of the Control Supervisory Mechanisms;

• Recommend improvements in processes management;

• Review the compliance with operating systems, accounting procedures and policies

The internal control and compliance are on-going process. Based on the findings and report of the internal auditor, process owners undertake requisite corrective action that may be required in their respective areas for further strengthening the controls and control environment. The internal auditors also independently carry out the design evaluation and testing of controls related to requirements of Internal Financial Controls. The evaluation of design effectiveness and testing of controls for various business activities, processes and sub-processes was carried out and found satisfactory.

31. Cost Auditors

The provisions of maintenance of cost audit records and audit thereof are not applicable to the Company.

32. Details of Holding, Subsidiaries, Associates and Joint Ventures

Your Company continues to be the subsidiary of PTC India Limited. Further, the Company has two associate companies namely M/s. R.S. India Wind Energy Private Limited and M/s. Varam Bio Energy Private Limited. The statement of performance and financial position of each of the associate companies is given in Form AOC-1 as Annexure - III.

The policy for determining material subsidiaries as approved may be accessed on the Companys website at following link:

https://www.ptcfinancial.com/upload/pdf/Policy%20on%20

Determining%20Material%20Subsidiary.pdf

33. Corporate Governance Report

Governance is a strategic imperative that defines the vision and underpins the long-term success of the Company. At PFS, good governance is deeply embedded in the organizational culture and mindset, with ethical business conduct and sound corporate practices forming the cornerstone of all operations. The Company remains committed to serving the interests and aspirations of all stakeholders by fostering a culture of transparency, integrity, and accountability.

The Company is committed to maintain the highest standards of corporate governance beyond the corporate governance requirements set out by Securities and Exchange Board of India ("SEBI"). A separate report on Corporate Governance along with certificate from M/s. S. Chauhan & Associates, Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Annual Report.

34. Management Discussion and Analysis

The Management Discussion and Analysis comprising an overview of the financial results, operations/ performance and the future prospects of the Company forms part of this Annual Report.

35. Business Responsibility & Sustainability Report

Pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective in the format as specified by the SEBI is required to be provided and is attached herewith as Annexure- IV.

36. Particulars of Employees

The information pertaining to the remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The percentage increase in remuneration of each Director and Key Managerial Personnel during the financial year 2024-25 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25:

Sr. No. Name of Director & Key Managerial Personnel	Designation	% increase in remuneration in the financial year 2024-25	Ratio of remuneration of each Director to the median remuneration of employees
1 Dr. Manoj Kumar Jhawar (w.e.f. 11th March 2025)	Non-Executive - Chairman (Nominee - PTC India Limited)	Refer notes below	Refer notes below
2 Dr. Rajib Kumar Mishra (upto 12th June 2024)	Non-Executive Chairman (Nominee - PTC India Limited)	Refer notes below	Refer notes below
3 Shri Balaji Rangachari (w.e.f. 12th July 2024)	Executive Director (Chief Executive Officer & Managing Director) in the category of Key Managerial Personnel	Refer Note-2 below	Refer Note-2 below
4 Smt. Seema Bahuguna	Non-Executive Independent Director	1.67%	1.07:1
5 Shri Naveen Bhushan Gupta	Non-Executive Independent Director	19.26%	1.42:1
6 Smt. PV Bharathi	Non-Executive Independent Director	12.34%	1.5:1
7 Shri Manas Ranjan Mohanty (w.e.f. 18th June 2024)	Non-Executive - Independent Director	Refer Note-2 below	Refer Note-2 below
8 Shri Pankaj Goel	Non-Executive - Director (Nominee - PTC India Limited)	Refer notes below	Refer notes below
9 Shri Mahendra Lodha (upto 26th July 2024)	Executive Director in the category of Key Managerial Personnel	Refer Note-2 below	Refer Note-2 below
10 Shri Dilip Srivastava (w.e.f. 28th March 2025)	Executive Director in the category of Key Managerial Personnel	Refer Note-2 below	Refer Note-2 below
11 Shri Abhinav Goyal (upto 28th March 2025)	Chief Financial Officer (Interim) in the category of Key Managerial Personnel	Refer Note-2 below	Refer Note-2 below
12 Smt. Shweta Agarwal (upto 30th November 2024)	Company Secretary in the category of Key Managerial Personnel	Refer Note-2 below	Refer Note-2 below
13 Shri Manohar Balwani (w.e.f. 1st December 2024)	Company Secretary in the category of Key Managerial Personnel	Refer Note-2 below	Refer Note-2 below
14 Shri Devesh Singh (w.e.f. 18th June 2024)	Chief Risk Officer in the category of Key Managerial Personnel	Refer Note-2 below	Refer Note-2 below

Note :

1. Being nominees of PTC India Limited, the holding company, no sitting fees was paid to Dr. Manoj Kumar Jhawar, Dr. Rajib Kumar Mishra and Shri Pankaj Goel. The sitting fees for attending the meetings by these nominees were paid to PTC India Limited.

2. The % increase of remuneration and ratio of remuneration to median remuneration are provided only for those Directors and Key Managerial Personnel, who have drawn remuneration from the Company for full FY 2024-25 as Director or Key Managerial Personnel.

3. Remuneration of Non-Executive Directors consists of sitting fees only.

B. 43 permanent employees are on the rolls of Company as at 31st

March 2025 as against 45 employees as on 31st March 2024;

C. The percentage increase in the median remuneration of on-roll employees in FY 2024-25 was 4.26%;

D. The average fixed annual salary of employees, employed throughout the years, other than managerial personnel recorded an increase of 9.25% in FY 2024-25 over corresponding fixed annual salary of employees drawn by them during FY 2023-24. There were no managerial personnel other than Independent Directors who were employed throughout the periods in FY 2023-24 and FY 2024-25. The average remuneration of managerial personnel comprising only of sitting fees paid to Independent Directors increased by 11.49% in FY 2024-25 over FY 2023-24. Remuneration to managerial personnel has been paid in accordance with the resolutions duly approved by the Board of Directors and the Shareholders, as applicable.

E. Particulars of Top 10 employees in terms of remuneration during FY 2024-25:

Sr. No Name & Designation	Nature of Employment	Remuneration Received including variable components (amount in Rs)	Qualification	Total Work Experience	Date of Commencement of Employment in the Company	Age as on 31.03.2025	Last Employment with Designation
1 Sitesh Kumar Sinha, Executive Vice President	Regular	96,75,314	B.E - Mechanical, PGDBM	27 years	22 March 2011	49 years	Design Engineer, Lahmeyer International (India) Pvt. Ltd
2 Balaji Rangachari, MD & CEO	Regular	80,55,417	B.Tech - IIT, Madras MBA - IIM Calcutta	28years	12 July 2024	52 years	Founder & Chief Executive Director, TuTr Hyperloop Pvt. Limited
3 Kalur Srinivas, Chief Credit Officer	Regular	73,23,220	PGDM	30 years	09 October 2023	51 years	Senior Vice President, IDBI Capital Markets & Securities Ltd.
4 Priya Chaudhary, Vice President	Regular	69,57,858	B. Com & MBA	20 years	19 October 2021	43 years	Vice President, Business Development-Trust Investment Advisors Pvt Ltd.
5 Devesh Singh, Vice President	Regular	69,32,634	B.Com (2000), MBA (2003)	22 years	03 October 2011	46 years	Manager, PTC India Ltd
6 Abhinav Goyal, Senior Vice President	Regular	67,82,285	LLB, CA	25 years	18 January 2011	44 years	Relationship Manager, ICICI Bank
7 Sanjay Rustagi, Senior Vice President	Regular	67,22,289	CA & ICWA	27 years	24 June 2016	50 years	Assistant Controller, GE Capital Services India
8 Ankur Bansal, Vice President	Regular	64,76,901	BE -Industrial Engineering, MBA	20 years	13 July 2018	43 years	Associate Director, KPMG
9 Rohit Gupta, Vice President	Regular	57,64,442	B. Com, MBA	15 years	01 April 2010	41 years	Not Applicable
10 Harsha Vardhan	Regular	56,91,679	Bachelor of Journalism, M.A, Diploma in HRM	36 years	09-Aug-12	61 years	Section Officers -Inland Waterways Authority of India

Notes:

1. None of the above is a relative of any other Director or Manager of the Company.

2. None of the above hold any shares in the Company.

3. Remuneration stated includes retiral benefits (PF) and excludes reimbursement of expenses.

F. It is affirmed that:

i. The remuneration is as per the remuneration policy of the Company;

ii. There are no employees who are in receipt of remuneration in excess of the highest paid Director during the year and holds by himself or through his/ her relatives not less than two percent of equity shares; and

iii. Save as otherwise provided above, there are no personnel who are;

a. in receipt of remuneration aggregating not less than Rs.1,02,00,000 per annum and employed through the financial year; and

b. in receipt of remuneration aggregating not less than Rs.8,50,000 per month and employed for part of the financial year.

37. Details of conservation of energy, technology absorption

In view of the nature of activities that are being carried on by the Company, the provisions of the Companies (Accounts) Rules, 2014 concerning conservation of energy and technology absorption are not applicable to the Company however, every effort is made to ensure that energy efficient equipment is used to avoid wastage and conserve energy, as far as possible. The Company is committed towards conservation of energy and climate action. It focuses on improving energy efficiency, increasing the use of renewable/ alternate source of energy.

38. Foreign Exchange earnings & outgo

The Company has incurred interest expenditure of Rs.2.31 Crore (previous year Rs.4.22 Crore) and repayment of borrowing Rs.16.72 Crore (previous year Rs.16.72 Crore) in foreign exchange during the financial year ended 31st March 2025.

39. Significant and material orders

There were no significant or material orders passed by Regulators or Courts or Tribunals which impacts the going concern status and Companys future operations.

40 Transfer of Amounts to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 24,585 equity shares and Rs.15,53,826 as unclaimed dividend to IEPF. The Company has uploaded the details of unpaid and unclaimed dividend amounts lying as on the date with the Company, on its website at www.ptcfinancial.com.

41. General

Your Directors state that there are no disclosure(s) or reporting(s) in respect of the following items, as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme; and

• Neither Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any other Company.

• No change in the nature of the business of the Company happened during the financial year under review.

• No specific disclosures required under 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.

• No application was filed by/ against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

• The Company is in compliance with the provisions relating to the Maternity Benefit Act, 1961.

• There were no instances of one time settlement which require valuation from Banks or Financial institutions.

42. Compliance with Applicable Secretarial Standards

Save as otherwise provided in Secretarial Audit Report forming part of this report, during the period under review, the Company has complied with the provisions of the Secretarial Standard-1 (Secretarial Standard on meeting of the Board of Directors) & Secretarial Standard - 2 (Secretarial Standard on General Meeting) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

43. Acknowledgement

Your Board of Directors acknowledge and place on record their appreciation for the assistance, co-operation and encouragement extended to the Company by PTC India Limited, the holding company, the Government of India, Reserve Bank of India, Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE Limited.

The Company is also thankful to the Statutory Auditors, the Secretarial Auditor, the RBI Auditors and the bankers/ financial institutions for their constructive suggestions and co-operation.

Your Directors would also like to convey their gratitude to the shareholders, investors, clients and customers for their unwavering trust and support. Last but not the least the Directors would like to thank the employees for their continuing support and contribution in ensuring all round performance.

For and on behalf of the Board
For PTC India Financial Services Limited
Dilip Srivastava	R. Balaji
Director (Finance) & CFO	Managing Director & CEO
DIN: 09470633	DIN: 05197554
Date: July 9, 2025
Place: New Delhi