PTC India Financial Services Ltd Directors Report

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the Eighteenth (18^th) 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 31^st March 2024.

1. Financial Performance and State of Companys Affairs

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

( in Crore)

		Standalone	Consolidated
	FY2023-24	FY2022-23	FY2023-24	FY2022-23
Total Income	776.28	797.08	776.28	797.08
Profit/(loss) before	632.45	670.36	632.43	670.36
Finance Charges,
Depreciation &
Tax (EBITDA)
Finance Charges	409.99	431.91	409.99	431.91
Depreciation and	6.48	6.08	6.48	6.08
Amortization
Provision for	55.23	56.56	55.23	56.56
Income Tax (including for earlier years)
Net Profit/(Loss)	160.75	175.81	160.75	175.81
After Tax
Other	(0.82)	0.42	(0.82)	0.42
Comprehensive
Profit /(Loss) for the year
Total	159.92	176.23	159.92	176.23
Comprehensive
Profit /(Loss) for the year

In FY 2023-24 the total income decreased by 2.61% from 797.08 crore in FY 2022-23 to 776.28 crore. However, this got offset significantly by decrease in finance cost by 5.08% to 409.99 crore as compared to

431.91 crore in FY 2022-23. In FY 23-24, the Spread on earning portfolio has decreased to 2.68% from 2.83% and NIM on earning portfolio has improved from 4.23% to 4.82%. The other expenses increased by 70.10% to 34.87 crore during FY 2023-24 as compared to 20.50 crore in FY 2022-23, the increase in expenses is majorly on account of derecognition of financial instrument of 15.24 crore. Other income increased by 150% to

15.50 crore during FY 2023-24 compared to 6.20 crore in FY 2022-23 as the income received from security receipts. Provision for Impairment on Financial Instruments has been increased to 87.57 crore in FY 2023-24 from 80.69 crore in FY 2022-23.

During FY 2023-24, PFS received fresh sanctions of long-term loans of

100 crore from Indian Overseas Bank which was a new lender to Company. During the year, the Debt/ Equity ratio of the Company improved to 1.54 from 2.09 in FY 2022-23. Further, the ratio of long-term borrowings to short-term borrowings stood same at 98:2 in FY 2023-24 as was in FY 2022-23. The Company is contemplating to maintain majority of its borrowings from 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, 2024, 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 3, 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, claim amount in case of litigation and proposed resolution for loan under resolution through Insolvency and Bankruptcy Code (IBC) or settlement. 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 2023-24, with the focused efforts of the management, the portfolio quality improved. During the year, gross NPAs have decreased from 716 crore to 489 crore and net NPAs have decreased from

306 crore to 142 crore as at March 31 2024. As at March 31, 2024, most of the NPA accounts primarily comprises of thermal projects. The Company has shifted its focus to other areas, including renewable energy, because of which the companys exposure to thermal projects has reduced to 6.70% as at March 31, 2024in FY 2023-24 in comparison to 18% as at March 31, 2019.

The profit before tax (PBT) for FY 2023-24 stood at 215.98 crore compared to 232.37 crore in FY 2022-23. The profit after tax (PAT) for FY 2023-24 stood at 160.75 crore against 175.81 crore in FY 2022-23

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

The Net Owned Funds of the Company aggregated to 1,740.53 crore and the total Capital Funds aggregated to 1,805.04 crore as at 31^st March 2024. 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 43.07%as at 31^st March 2024.

EPS of the Company for FY 2023-24 stands at 2.50 per share in comparison to 2.74 per share for FY 2022-23.

3. Reserves

Out of the profits earned during FY 2023-24, the Company has transferred an amount of 32.15 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 have not recommended any dividend for the Financial Year 2023-24.

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.

6. Capital Adequacy Ratio

The Capital Adequacy Ratio as on 31^st March 2024 stood at 43.07% compared to 33.05% as on 31^st March 2023. 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. 31^st March 2024) and the date of the report. No adverse Material changes affecting the financial position of the Company have occurred during the Financial Year.

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 31^st March 2024, PFS has a paid- up share capital aggregating to

6,422.83 million comprising of 642,283,335 equity shares of 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 31^st March 2024. 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 review, there were following changes in the composition of Board of Directors and Key Managerial Personnel of the Company: On the recommendation of Nomination & Remuneration Committee and Audit Committee, the Board of Directors on April 28, 2023 has approved the appointment of Sh. Mahendra Lodha (DIN 01295859) as an Additional Director and designated him as Director (Finance) & Chief Financial Officer for a period of five (5) years or upto the date of attaining superannuation, whichever is earlier, which is effective from June 14, 2023. Further pursuant to the direction of RBI and the decision taken by the Board in its meeting held on 20.06.2023, Shri Mahendra Lodha, Director (Finance) & CFO, took over the functions and responsibilities of the MD&CEO w.e.f. 20.06.2023 till the regular MD&CEO was appointed and Dr. Pawan Singh, proceeded on leave till his superannuation.

Dr. Pawan Singh, ceased to be the Managing Director and Chief Executive officer on completion of his term of appointment from the close of business hours of October 02, 2023.

Shri Rajib Kumar Mishra ceased to be the Chairman, Non-Executive Director of the Company with effect from the date of issue of the SEBI order dated 12 June, 2024 and withdrawal of nomination of PTC India Limited.

Mr. Manas Ranjan Mohanty (DIN: 08736522), on recommendation of the Nomination and Remuneration Committee, was appointed by the Board of Directors as the Additional Director(s) and in the category of Independent Director of the Company to hold the office for a term of three (3) consecutive years effective from June 18, 2024.

Shri Balaji Rangachari was appointed as the Managing Director and CEO of the Company w.e.f. 12 July, 2024 for a period of five (5) years or till the date of superannuation, whichever is earlier. The requisite approval of shareholders in connection to the above referred appointments will be taken at the ensuing Annual General Meeting of the Company.

Mr. Mahendra Lodha has tendered his resignation as the Director (Finance) and CFO of the Company vide his email dated June 25, 2024. His resignation is effective from July 26, 2024.

Further, in accordance with provisions of the Act and Articles of Association of the Company, Shri Pankaj Goel 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.

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/cms/showpage/page/codes-policies

13. Details of Board meetings

Fifteen Board Meetings were held during the financial year ended on 31^st March 2024. The details of which are given below:-

Date of the meeting	No. of Directors attended the meeting
April 28, 2023	6
May 18, 2023	6
June 20, 2023	7
July 28, 2023	6
August 18, 2023	6
September 15, 2023	6
October 11, 2023	6
October 27,2023	6
November 06,2023	6
November 21,2023	6
December 29, 2023	6
January 31, 2024	6
February 16, 2024	6
March 04, 2024	6
March 14, 2024	6

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

14. Committees of Board

The Board have all Statutory Committees that are given below:-

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

The details of the Committees, their meetings and other disclosures are mentioned in the Corporate Governance report, which forms part of this 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 Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board.

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 31^st March 2024 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 report.

The CSR Policy is available at the link at website of the Company, at https://www.ptcfinancial.com/cms/showpage/page/csr-policy 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.

PFS had a CSR Budget of 2% of the average net profits of 3 preceding years in the Financial Year 2023-24, amounting to 3,77,28,468/-. PFS has approved following CSR proposals, which are to be implemented in 1-3 years being ongoing projects in nature and therefore the amount of CSR obligation of the Company for FY 2023-24 amounting to INR 3,77,28,468/- has been transferred to the unspent CSR Account of the Company for FY 2023-24, pursuant to Section 135(6) of the Companies Act, 2013 read with applicable Rules framed thereunder:

S.N. CSR Project	Project Details
1. Crop Residue Management Initiative	A field program will be implemented in 25 villages (16,871 Acres farm area) in the Fatehgarh Sahib district of Punjab to support farmers adopt improved crop residue management program, and make the villages free of stubble burning practice. Fathegarh Saheb, Punjab
2. Community Plantation for Carbon Offsetting	The project aims to undertake a large-scale plantation initiative that will contribute to greening the village landscapes, enhancing biodiversity, mitigating climate change impacts, and improving the overall well-being of rural communities in Farukh Nagar, Block Gurugram Haryana
3. Restoration and Conserving the Waterbodies	The project will restore the ponds and wetlands, taking several steps that to enhance water storage, improve water quality, increase biodiversity, and promote sustainable use of the waterbodies Farukh Nagar Block Gurugram Haryana

16. Vigil mechanism/Whistle Blower Policy

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. In compliance with requirements of the Act and SEBI Listing Regulations, the Company has established a mechanism called ‘Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation 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 has been framed to enforce controls so as to provide a system of detection, reporting, prevention and appropriate dealing of issues relating to fraud, unethical behavior etc. The policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no complaint has been received.

The Whistle Blower policy is available at:-https://www.ptcfinancial.com/cms/showpage/page/codes-policies

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 31^st March 2024, 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 31^st March 2024 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, 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. The Statutory Auditors Audit Reports on the Financial Statements of the Company for the financial year 2023-24 is a Qualified Report, the details of such qualifications (including managements response/ actions thereon) are provided herein below:

Auditors Observations	Management Response
1. Note no. 5(B)(i) of the financial statements of the Company for the FY 2023-24, regarding payment/ reimbursement of personal expenses as stated in the said note, during the year of 49.70 lakhs (Rs. 10.94 lakhs and 38.76 lakhs) (including GST) incurred for the then Managing Director and Chief Executive Officer (Erstwhile MD & CEO) and Non Executive Chairman (NEC) of the Company.	In line with Articles of Association, the BOD in its meeting held on May 18, 2023 decided to indemnify the Directors/ KMPs of the Company against any and all liability (including financial liability) which may be imposed upon them on account of statutory/ regulatory action initiated for conduct and actions of such Directors/ KMPs during the course of their discharge of their roles and responsibilities, in the service of the company.
As explained to us and as stated, the Company had incurred the above stated expenses/ reimbursements related with the Show Cause Notice (SCN) sent by (a) Reserve Bank of India (RBI) to erstwhile MD & CEO; and (b) Securities and Exchange Board of India (SEBI) to erstwhile MD & CEO and the NEC. In this regard, the Erstwhile MD & CEO and the NEC had informed that the SCNs which were received by them were in their individual capacity only and same was recorded by Audit Committee and Board of Directors in earlier year. Further as explained by both the persons, (erstwhile MD&CEO and the NEC) and also been recorded in minutes of the audit committee and board meetings, there will not be any financial impact on the Company of SEBI SCN (recorded by the Audit Committee and Board of Directors in their meeting held on May 18, 2023).
	In the month of December 2023, management put up a proposal to Board for providing legal help and also authonzing MD&CEO to providing legal help to said officials upto an expenditure of Rs 25 lakhs per annum for aggrieved Directors. While discussing the issue, Board desired to take a legal opinion from a law firm whether the legal expenditure on such cases can be paid particularly when the concerned officials have stated that such notices have been received by them in their individual capacity. Board vide its meeting dated May 18 2023 had allowed the legal help to concerned officials during discharge of their role and responsibility in service of the company. The legal counsel opined that in terms of Articles of Association such payment/ reimbursement can be released once charges are negated. The same amount was shown as recoverable. Subsequent to year end, NEC has refunded the entire amount of 10.94 lakhs pertaining to his account. Therefore, in view of the management, the categorization of aforesaid advance as loan to directors u/s 185 is not a violation of section 185.
Also, the SCN which was issued by RBI to erstwhile MD & CEO had not been shared with the auditors citing the same been received in his personal/individual capacity.
Later on, based on legal opinion taken by the management of the Company and as noted by the Board of Directors, Rs.10.94 lakhs and 38.76 lakhs have been shown as recoverable from the NEC and erstwhile MD & CEO respectively as on March 31, 2024 and same is not in compliance to the provisions of section 185 of the Companies Act, 2013.
Subsequent to the year end, the NEC has refunded 10.94 lakhs and as stated in the said note, in the opinion of the management, recoverable amount of 38.76 lakhs from erstwhile MD & CEO is pending for recovery.
2. Note No. 5(A)(ii) of the financial statements of the Company for the FY 2023-24: the Company is in the process of further strengthening its processes of internal control systems w.r.t. system driven interest/ penal interest charging as per approved rates, timely creation of security on the loans given to borrowers, timely invoking of corporate guarantee provided by the borrowers, updation of SOPs, etc.	Self-Explanatory. Further, the Company is in the process of further strengthening its systems.
3. Note no. 5(A)(i)(a) of the financial Statement of the Company for FY 2023-24: during the year, as noted in the meeting of Board of Directors held on December 29, 2023 and in the meeting of Independent Directors held on March 11, 2024 and duly confirmed in the meeting held on May 20, 2024 (a) there were corporate governance issues related with conducting few meetings with shorter notice and delay in signing and finalization of the few minutes of Audit Committee and Board Meeting and (b) quality, quantity and timelines of flow of information between the Company and to the Board members was ineffective and inadequate to perform duties, and needs improvement for compliances of directions of the Board and various sub-committees respectively. Earlier also, on January 19, 2022, three of the then independent directors of the Company had resigned mentioning lapses in corporate governance and compliances as stated in the said note. The Company then had appointed an independent CA firm ("the Forensic auditor"}, to undertake a forensic audit to address the same and also engaged a professional firm to independently review the issues stated in the forensic audit report with the managements responses submitted (including to assess financial implications and any indication towards suspected fraud) in forensic audit report (FAR). The said FAR with management response had been presented by the management to the Audit committee as well as Board and the Board has observed that forensic auditor did not identified any event having material impact on the financials of the Company and has also not identified any instance of fraud and/or diversion of funds by the Company. Further, two independent directors on December 2, 2022 had resigned mentioning certain matters which includes, the issues raised by the erstwhile independent directors of the Company as stated in their letters. In previous year, the issues raised by the above stated five independent directors were rebutted fully by the Company and board and submitted their reply with the stock exchanges and Reserve Bank of India in reference to the communication in this regard.	Self-Explanatory. Further, the management has already taken necessary steps for improvement w.r.t the issues raised by Independent Directors in its meeting dated March 11 2024, Board meeting dated December 29, 2023 and same was apprised to the Board in meeting dated May 20, 2024.

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 2023-24. The Secretarial Audit Report is annexed as

Annexure-II.

In the Secretarial Audit Report for the FY 2023-24, there are certain facts reported which are self explanatory in nature.

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/cms/showpage/page/codes-policies 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-1 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 open and transparent 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 31^st March, 2024 stood at Forty Five (45).

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

PFS has put in place a comprehensive policy framework for management of risks, which includes the following:-

• Risk Management Policy :- The Risk Management Framework of PFS encompasses credit risk, market risk, as well as operational risk management. The Risk Management Policy, evolved under the guidance of Risk Management Committee and duly approved by the Board of Directors, is refined periodically based on emerging market trends and own experience. The Risk Management Committee is headed by an Independent Director.

• Asset Liability Management Policy:- The objectives of Asset Liability Management Policy are to align market risk management with overall strategic objectives, articulate current interest rate view and determine pricing, mix and maturity profile of assets and liabilities. The asset liability management policy involves preparation and analysis of liquidity gap reports and ensuring preventive and corrective measures. It also addresses the interest rate risk by providing for duration gap analysis and control by providing limits to the gaps.

• Foreign Exchange Risk Management Policy: - The policy covers the management of foreign exchange risk related to existing and future foreign currency loans or any other foreign exchange risks derived from borrowing and lending. The objective of the policy is to serve as a guideline for transactions to be undertaken for hedging of foreign exchange related risks. It also provides guiding parameters within which the Asset Liability Management Committee can take decisions for managing the above mentioned risks.

• Interest Rate Policy:- Interest rate policy provides for risk based pricing of the debt financing by the Company. It provides the basis of pricing the debt and the manner in which it can be structured to manage credit risk, interest rate risk and liquidity risk, while remaining competitive.

• Policy for Investment of Surplus Funds:- The policy of investment of surplus funds i.e. treasury policy provides the framework for managing investment of surplus funds. Realizing that the purpose of mobilization of resources in the Company is to finance equity as well as loans to power sector projects, the prime focus is to deploy surplus funds with a view to ensure that the capital is not eroded and that surplus funds earn optimal returns.

• Operational Risk Management Policy:- The operational risk management policy recognizes the need to understand the operational risks in general and those in specific activities of the Company. Operational risk management is not understood as a process of eliminating such risk but as a systematic approach to manage such risk. It seeks to standardize the process of identifying new risks and designing appropriate controls for these risks, minimize losses and customer dissatisfaction due to possible failure in processes.

25. Employees Stock Option Scheme

The Shareholders approval was obtained at the Annual General Meeting held on 27^th 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 for Directors and Senior Management Personnel.

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. For further details, please refer 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 Listing Regulations and the Act, the Company has in place Nomination & Remuneration 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 via. https://www.ptcfinancial.com/cms/showpage/page/codes-policies During the year under review, the policy was revised in consonance with the applicable regulatory requirements.

28. Formal Annual 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 WTDs/MD. 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 Policy for Performance Evaluation of Independent Directors, 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 performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the 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 Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

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 31^st March 2024.

30. Internal financial controls and Internal Auditor

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. However, the Board of Directors has identified some improvement areas in internal controls and the Company is in process of further strengthening its internal control system. The Finance and Accounts function of the Company is adequately staffed with experienced and qualified personnel. The Audit Committee and Board of Directors review the operational and financial performance of the Company at regular intervals.

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 corrective action that may be required in their respective areas for further strengthening the controls and control environment. Significant audit observations and corrective actions thereon are presented to the Audit Committee. 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 following link: https://www.ptcfinancial.com/cms/showpage/page/codes-policies

33. Corporate Governance Report

The Company is committed to maintain the highest standards of corporate governance and adhere to 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 SEBI Listing Regulations is provided as 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 form 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 ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2023-2024; ( in lakhs)

Name of Director	Directors Remuneration	Median Remuneration of employees	Ratio
Dr. Pawan Singh#	127.61	24.31	19.05%
Shri Mahendra Lodha*	69.02	24.31	35.22%

* Considering the joining date 14 June 2023, the remuneration is pro-rated. ^# the term completed on 02.10.2023 b. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name	% age Increase (decreased)
Pawan Singh *	(18.84)%
Sanjay Rustagi **	(42.28)%
Mahendra Lodha***	-
Shweta Agrawal ****	146.06%

*In the previous year he was paid PRP for FY 2020-21 & 2022, however in the current year he was paid PRR for FY 23 and only remuneration up till 2^nd October, 2023 (i.e date of completion of his term). Therefore it reflects in decrease in the remuneration.

**In the previous year he was paid PRP for FY 2020-21 & 2022, however in the current year he was paid PRR for FY 23 and only remuneration as CFO (KMP) uptill new CFO joined. Therefore it reflects in decrease in the remuneration.

***The incumbent joined the Company on 14.06.2023.

*****The incumbent joined the Company on 17.11.2022, therefore remuneration as salary was only paid in FY 23 for 4 months. In FY 24, remuneration was paid for entire year, therefore there reflects increase in remuneration. c. The median remuneration of the employees has increase to 24.31 lakhs during FY2023-2024 from 20.39 lakhs during FY2022-23. d. 45 permanent employees are on the rolls of the Company as at 31^st March 2024; e. The average remuneration increased to 32.22 lakhs in FY 2023-24 from 31.32 lakhs in FY 2022-23. f. The average percentile increase in the salary of employees other than the managerial personnel is from 27.73 lakhs in FY2022-23 to 29.45 lakhs in FY2023-24, resulting in an increase of 6.19%. Whereas, the average percentile decrease in the managerial remuneration is from 51.73 lakhs in FY2022-23 to 35.32 lakhs in FY2023-24 resulting in decrease of 31.52% g. The average remuneration of Key Managerial Personnel decreased to 60.52 lakhs in FY2023-24 from 65.41 lakhs in FY2022-23, resulting in decrease of 7.48%%.

A. Particulars of Top 10 employees in terms of remuneration during the year under consideration:

S No. Name & Designation	Nature of Employment	Remuneration Received (amount in )	Qualification and Experience	Date of Commencement of Employment in the Company	Age as on 31.03.2024	Last Employment
1 Pawan Singh	Term completed on 02.10.2023	12,761,158.95	MBA, Ph D	01-02-2012	62 Yr 6 month	Director (Finance) & CFO in PTC India Financial Services Limited
2 Sitesh Kumar Sinha	Regular	9,674,286.00	B.E & PGDBM	22-03-2011	48 Yr 4 month	DGM - Lahmeyer International (India) Pvt Ltd
3 Sanjay Rustagi	Regular	9,042,575.00	CA & ICWA	24-06-2016	49 Yr 6 month	Asstt Controller in GE Capital services India
4 Mahendra Lodha	Regular	6,902,259.39	CA & CS	14-06-2023	58 Yr 3 month	SVP-SIDBI Venture Capital
5 S Siva Kumar	Regular	6,679,004.00	PG in Master of Engg	20-032023	57 Yr 0 month	CGM, IIFCL
6 Priya Chaudhary	Regular	6,486,093.00	B Com & MBA	19-10-2021	42 Yr 2 month	Vice President Business Development-Trust Investment Advisors Pvt Ltd
7 Ankur Bansal	Regular	6,474,391.00	BE & MBA	13-07-2018	42 Yr 5 month	Associate Director - KPMG
8 Abhinav Goyal	Regular	6,409,071.00	B.Com, LLB & CA	18-01-2011	43 Yr 10 month	Relationship manager - ICICI Bank
9 Devesh Singh	Regular	6,324,713.00	B.Com & MBA	03-10-2011	45 Yr 3 month	Manager-PTC India Limited
10 Sakshi Sharma	Regular (Separated w.e.f. 29.01.2024)	5,956,683.68	B.Com & MBA	13-10-2008	40 Yr 9 month	Research Associate - B&K Securities Ltd

Note:1. None of the above employee is a relative of any director or manager of the Company.

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

B. It is affirmed that :-

I. The remuneration is as per the remuneration policy of the Company; and 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.

III. Save as otherwise provided above there are no personnel who are; a. in receipt of remuneration aggregating not less than

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

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 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 5.46 crore (previous year 6.09 crore) and repayment of borrowing 16.72 crore (previous year 87.43 crore) in foreign exchange during the financial year ended 31^st March 2024.

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 30,163 equity shares and 12,97,552/- as unclaimed dividend to IEPF and the Company has already filed the necessary forms and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM, with the Ministry of Corporate Affairs.

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 of 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.

42. Compliance with Applicable Secretarial Standards

Save as otherwise provided in 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 of the Act.

43. Acknowledgement

The Board of Directors acknowledge with deep appreciation the cooperation received from its Directors, Ministry of Power (MoP), Ministry of Finance (MoF), Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), National Stock Exchange of India Limited (NSE), BSE Limited (BSE), PTC India Limited (PTC) and other stakeholders, International Finance Corporation (IFC), DEG, FMO and OeEB, various Banks/FIs, Consortium partners and Officials of the Company.

The Board also conveys its gratitude to the shareholders, for the continued trust and confidence reposed by them in the Company. Our gratitude to the rating agencies as well. Your Directors would also like to convey their gratitude to the clients and customers for their unwavering trust and support.

The Company is also thankful to the Statutory Auditor, Internal Auditor and Secretarial Auditor for their constructive suggestions and co-operation. We would also like to place on record our appreciation for the untiring efforts and contributions made by the employees to ensure all round performance of your Company.

ANNUAL REPORT ON CSR ACTIVITIES

(Pursuant to Section 135 of the Companies Act, 2013)

1. Brief outline of the Companys CSR Policy:

PFS has a long standing commitement to Corporate Social Responsibility (CSR). The CSR Policy of PFS sets the framework, guiding the CSR activities of the company. It outlines the governance structure, operating framework, monitoring mechanism and CRS activities that would be undertaken. The PFS CSR Committee is the governing body of CSR activities and ensures compliance with the CSR Policy of PFS.

In accordance with the Companies Act, 2013, the Company has committed 2% (Average Net Profit before Tax of last 3 years) annually towards CSR initiatives. The CSR Policy of your Company outlines the approach and direction given by the Board, considering the recommendations of its CSR Committee of the Board, which includes guiding principles for selection, implementation and monitoring of CSR activities as well as formulation of the CSR annual action plan.

The Companys CSR policy is available on the website of the Company and can be accessed via. https://www.ptcfinancial.com/cms/showpage/page/csr-policy The CSR policy of the Company was reviewed and updated in September, 2022.

2. Composition of CSR Committee, during the year under consideration:

Sl. No. Name of Directors	Designation/ Nature of Directorship	No. of meetings of CSR Committee held during the year	No. of meetings of CSR Committee attended during the year
1. Smt. Seema Bahuguna	Chairperson, Independent Director	3	3
2. Sh. Pankaj Goel	Member, Nominee Director	3	3
3. Dr. Pawan Singh*	Member, Managing Director & CEO	0	0
4. Sh. Mahendra Lodha**	Member, Director (Finance) and CFO with additional charge of MD and CEO	3	3
Changes subsequent to March 31, 2024
5. Sh. R. Balaji***	Member, MD & CEO	NA	NA
6. Shri Manas Ranjan Mohanty****	Member, Independent Director	NA	NA

* Ceased as the member of Committee w.e.f. July 28,2023.

** Inducted as a member of committee w.e.f. July 28, 2023 in place of Dr. Pawan Singh. Resigned w.e.f. July 26, 2024.

***Inducted as a member of committee w.e.f. July 30, 2024 in place of Sh. Mahendra Lodha.

****Inducted as a member of committee w.e.f. July 30, 2024.

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company.

CSR Committee: https://www.ptcfinancial.com/cms/showpage/page/board-committee CSR Policy: https://www.ptcfinancial.com/cms/showpage/page/csr-policy CSR Projects: https://www.ptcfinancial.com/cms/showpage/page/csr-activity

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

N.A.

5. a) Average net profit of the company as per Section 135(5) :

1,88,64,23,400 b) Two percent of average net profit of the Company as per section 135(5) : 3,77,28,468 c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : NIL d) Amount required to be set off for the financial year : NIL e) Total CSR obligation for the financial year (b+c-d) : 3,77,28,468

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

(b) Amount spent in Administrative Overheads : NIL (c) Amount spent on Impact Assessment, if applicable : NIL (d) Total amount spent for the Financial Year [(a)+(b)+(c)] : NIL (e) CSR amount spent or unspent for the Financial Year:

Total	Amount Unspent (in )
Amount Spent for the Financial Year	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
(in )	Amount	Date of Transfer	Name of the Fund	Amount	Date of Transfer
NIL	INR 3,77,28,468	18.04.2024 and 25.04.2024		NIL

(f) Excess amount set off, if any

Sl. No. Particular	Amount (in )
(i) Two percent of average net profit of the company as per section 135(5)	3,77,28,468
(ii) Total amount spent for the Financial Year	NIL
(iii) Excess amount spent for the financial year	NIL
[(ii)-(i)]
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	NIL
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	NIL

7. Details of Unspent CSR amount for the preceding three financial years:

S. No. Preceeding Financial Year (s)	Amount transferred to unspent CSR Account under section 135(6) ()	Balance Amount in unspent CSR Account under sub - section (6) of	Amount Spent in reporting Financial	Amount transferred to a Fund as specified under Schedule VII as per second proviso to subsection (5) of section 135 of the Act, if any		Amount remaining to be spent in succeeding	Deficiency, If any
		Section 135 of the	Year ()	Amount ()	Date of Transfer	Financial Years.
		Act ()				()
1 2022-23	1,13,71,000	3,441,000 (as at 31.03.2024)	47,99,915*	41,30,000	19.05.2023	3,441,000	Nil
2 2021-22	NIL			82,19,657	29.09.2022	Nil
3 2020-21	NIL			NIL		Nil

*include expenditure incurred of 79,30,000/- from unspent CSR Account.

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: N.A. Details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: N.A.

S. No. (1) Short Particulars of the property or asset(s) [including complete address and location of property] (2)	Pincode of the property of asset(s) (3)	Date of Creation (4)	Amount of CSR Amount Spent (5)	Detail of Company / Authority / beneficiary of the registered owner (6)
				CSR Registration Number, if applicacble	Name	Registered address

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

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

PFS had a CSR Budget of 2% of the average net profits of 3 preceding years in the Financial Year 2023-24, amounting to 3,77,28,468/- PFS has approved following CSR proposals, which are to be implemented in 1-3 years being ongoing projects in nature and therefore the amount of CSR obligation of the Company for FY 2023-24 amounting to 3,77,28,468/- has been transferred to the unspent CSR Account of the Company for FY 2023-24, pursuant to Section 135(6) of the Companies Act, 2013 read with applicable Rules framed thereunder:

S.N. CSR Project	Project Details
1. Crop Residue Management Initiative	A field program will be implemented in 25 villages (16,871 Acres farm area) in the Fatehgarh Sahib district of Punjab to support farmers adopt improved crop residue management program, and make the villages free of stubble burning practice. Fathegarh Saheb, Punjab
2. Community Plantation for Carbon Offsetting	The project aims to undertake a large-scale plantation initiative that will contribute to greening the village landscapes, enhancing biodiversity, mitigating climate change impacts, and improving the overall well-being of rural communities in Farukh Nagar, Block Gurugram Haryana
3. Restoration and Conserving the Waterbodies	The project will restore the ponds and wetlands, taking several steps that to enhance water storage, improve water quality, increase biodiversity, and promote sustainable use of the waterbodies Farukh Nagar Block Gurugram Haryana

Form No. MR – 3

Secretarial Audit Report

For the Financial Year Ended March 31, 2024

[Pursuant to Section 204(1) of The Companies Act, 2013 & Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, PTC INDIA FINANCIAL SERVICES LIMITED, 7^th Floor, Telephone Exchange Building 8, Bhikaji Cama Place, New Delhi-110066.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PTC India Financial Services Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us with a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our 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 the Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 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. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of:

1. The Companies Act, 2013 (the ‘Act) and the Rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder.

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under.

5. 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; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not applicable as the Company has not offered any shares or granted any options pursuant to any employee benefit scheme during the financial year under review; e) The 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 – Not applicable as the Company has not delisted / proposed to delist its equity shares from any stock exchange during the financial year under review; h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 – Not applicable as the Company has not bought back / proposed to buyback its securities during the financial year under review; and i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6. The Reserve Bank of India Act 1934 and rules, regulations, master-directions and guidelines made issued thereunder as are applicable to Non-Banking Financial Companies (NBFC-IFC), as specifically applicable law to the Company.

The Company is in the process of appointing CCO, and regular progress reports are being submitted to RBI.

7. We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India. During the period under review, the Company has complied with the provisions other than a couple of instances of delay in the finalisation of minutes of the Board and committee meeting.

During the period under review the Company has complied with the other provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We have relied on the representations made by the Company, its Officers and Reports of the Statutory Auditor for the systems and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and a Woman Director. The Changes in the Composition of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act other than mentioned in the later part of the report. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent 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.

All decisions at Board Meetings and Committee Meetings are carried out with majority as recorded in the minutes book.

We further report that 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.

We further report that during the audit period:

1. As per the directions issued by RBI and decision taken by the Board in its meeting held on 20.06.2023 the then CEO & MD was devested with all his powers and was advised to proceed on leave till his superannuation. Hence the operational board consisted of Six directors of which fifty percent were Independent. The same has been intimated and clarified to the Stock Exchange to their satisfaction.

2. The Company and its KMPs had received Four show cause notices dated 14.02.2023 (SCN) issued by Registrar of Companies (ROC), NCT of Delhi & Haryana for non-compliances of the provisions of section 149(8), 177(4)(v) & (vii) and 178 of Companies Act 2013, of which Company had submitted its replies providing clarification on SCNs. The ROC issued three Adjudication Orders dated June 27, 2023 imposing a penalty of INR 6.40 Lakhs, against which the Company has filed appeal with the Regional Director, Northern Region and has applied for compounding for the matter under fourth SCN. (As per last report)

3. The Securities and Exchange Board of India (SEBI) had issued a SCN dated May 8, 2023 to then Managing Director and Chief Executive Officer (MD & CEO) and Non-Executive Chairman of the Company pointing out certain Corporate Governance issues as were raised by then Independent directors. The matter is sub judice.