Purshottam Investofin Ltd Directors Report

To the Members,

Your directors are pleased to present the 36^th Annual Report of your Company, along with Audited Financial Statement for the year ended March 31, 2025.

Financial Highlights:

(In Lacs)

Particulars	March 31, 2025	March 31, 2024
Total Revenue	773.17	1618.88
Profit before Exceptional and Extra-ordinary Items and Tax	(26.00)	1135.83
Exceptional Items/Prior Period Items	-	-
Profit before Extraordinary Items and Tax	(26.00)	1135.83
Extraordinary Items	-	-
Profit before Tax	(26.00)	1135.83
Tax Expenses
Current Tax	36.00	272.66
Earlier Year Tax	0.02	22.83
Deferred Tax	(25.18)	(1.63)
TDS written off for earlier years	-	4.86
Profit (Loss) for the Period before other comprehensive Income	(36.84)	837.10
Other Comprehensive Income	-	314.94
Total comprehensive profit for the year	(36.84)	1152.04
Earning Per Equity Shares
Basic	(0.50)	13.32
Diluted	(0.50)	13.32

Notes:

i. Scheme of Arrangement for Amalgamation between Middle Path Trading Private Limited (Transferor Company - 1) and Shiraj Marketing Private Limited (Transferor Company - 2) and Purshottam Investofin Limited (Transferee Company) and their respective shareholders and creditors, under Sections 230 and 232 of the Companies Act, 2013 read with rules framed thereunder has been approved and sanctioned by the Honble National Company Law Tribunal (‘NCLT) New Delhi Bench on November 19, 2024 and the said order pronounced on January 01, 2025. The appointed date for the approved Scheme is April 01, 2024. ii. Figures for the previous periods have been regrouped and reclassified to conform to the classification of the current period, where necessary.

Performance Overview

During the year under review, the total revenue is Rs.773.17 Lacs (previous year: Rs. 1618.88 Lacs). The profit/loss before taxation is Rs. (26.00) Lacs (previous year: Rs. 1135.83 Lacs) and the net profit/Loss after tax & other comprehensive income is Rs. (36.84) Lacs (previous year: Rs. 1152.04 Lacs).

Operations and State of Affairs

The operation and state of affairs have been adequately explained in the Management Discussion and Analysis segment and form part of this report.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

Transfer to reserves

The amounts, if any, proposed to be transferred to the general reserve and statutory reserve are mentioned in financial statement.

Dividend

In view of current and expected foreseeable growth opportunities, the Board intends to retain the financial resources of the Company and therefore, finds it prudent not to propose any dividend for the year under reporting.

Annual Return

A copy of the Annual Return in terms of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013, and Rule 12(1) of Companies (Management and Administration) Rules, 2014, as amended, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is placed on the website of the Company at this link: https://purshottaminvestofin.in/pdfs/MGT-7_2024-25.pdf

Share Capital

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 742.33 Lacs. During the year under review, the Company has allotted 23,37,303 (Twenty-Three Lacs Thirty-Seven Thousand Three Hundred and Three) fully-paid up equity shares of INR 10/- each to the eligible shareholders of the erstwhile Transferor Companies and cancelled 1197583 (Eleven Lacs Ninety Seven Thousand Five Hundred Eighty Three) fully-paid up equity shares of INR 10/- each as cross holding cancellation pursuant to the Scheme of Arrangement for Amalgamation between Middle Path Trading Private Limited (Transferor Company - 1) and Shiraj Marketing Private Limited (Transferor Company - 2) and Purshottam Investofin Limited (Transferee Company). The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. The shareholding of directors has been provided in the report of Corporate Governance and form part of this report.

Deposits

During the year under review, your Company has not taken any public deposits.

Particulars of Loans, Guarantee and Investments

The Company, being a non-banking financial company registered with the RBI and engaged in the business of giving loans, is exempt from complying with the provisions of section 186 of the Act w.r.t. loans. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report.

Investments form part of the notes to the financial statements provided in this Annual Report.

Related Party Transactions

All contracts/arrangement/transactions entered by the Company during FY 2024-25 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into is also reviewed by the Audit Committee on a quarterly basis. There were no material transactions with any related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

All related party transactions entered during FY 2024-25 were on arms length basis and in the ordinary course of business of the Company under the Act.

The Company has adopted a Related Party Transactions Policy. The policy, as approved/revised by the Board, is uploaded on the Companys website at the web link: https://purshottaminvestofin.in/pdfs/Related%20Party%20Transaction_w.e.f.%2006.02.2025.pdf

Details of the transactions with Related Parties are also provided in the accompanying financial statements.

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted the half-yearly disclosure of related party transactions to the BSE Ltd.

Directors and key managerial personnel (‘KMP)

A. Change in Directorate

Mr. Sameer Relia (DIN: 01147315), Independent Director, resign w.e.f. August 06, 2024 (Close of Business Hours) from the Board of Directors of the company due to his personal reasons only and no other material reason for his resignation.

Mr. Ashish Goyal (DIN 10555206) was appointed on August 06, 2024, as an Additional Director under the Independent Category. Further, the Shareholder in the Last AGM held on September 30, 2024, has approved the appointment of Mr. Ashish Goyal as an independent director of the company w.e.f. August 06, 2024, for a term of 5 years till August 05, 2029. As per the provisions of Companies Act, 2013 he will not be liable to retire by rotation.

Mr. Pramod Kumar Jain, Director (DIN: 00112968) retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment. Necessary details for re-appointment as required under the Act and SEBI Listing Regulations are given in the notice of the 36^th AGM.

B. Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are: a. Mr. Sahib Singh Gusain, Managing Director b. Mr. Pramod Kumar Jain, Whole Time Director c. Mr. Suraj Kumar, Chief Financial Officer d. Mr. Ankit Gupta, Company Secretary & Compliance Officer

Declaration by Independent Directors

All the Independent Directors have given necessary declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149 (6) of the Act and rules made thereunder, as amended, and relevant SEBI Listing Regulations, as amended.

During the year, the Independent Directors of your company had no pecuniary relationship or transaction with your Company other than sitting fees for attending Board and Committee meetings.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to the inclusion of their name in the databank of independent directors.

Statement of Board of Directors

In the opinion of the Board, Independent Directors fulfil the conditions of independence as specified in the Act, Rules, Regulations made there under and are independent of the management and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

Board Meetings

The Board of Directors of the Company met 6 (Six) times during the financial year 2024-25. The intervening gap between the Meetings was within the prescribed period. The details of the Composition, Board Meetings and the attendance of the Directors are given in the Corporate Governance Report, which forms part of this Annual Report.

Committee Meetings

As required under the Act and SEBI Listing Regulations, the Company has constituted the following statutory committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee and

4) Corporate Social Responsibility Committee. Details of all the statutory committees such as terms of reference, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

Further as required RBI Master Directions, the company has also constituted Risk Management Committee. The details are mentioned in the below point.

Risk Management Committee

The Board of Directors of the Company has formed a Risk Management Committee ("RMC") to frame, implement and monitor the risk management plan of the Company. The committee is constituted pursuant to the RBI Directions for NBFC. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. Details of the composition of the Risk Management Committee and their attendance at Risk Management Committee meetings are given below:

S. No.	Name & Category	Designation	Date of Risk Management Committee Meeting & Attendance November 11, 2024
1.	Mr. Sahib Singh Gusain (Managing Director)	Chairperson
2.	Mr. Pramod Kumar Jain (Whole Time Director)	Member
3.	Mr. Suraj Kumar (CFO)	Member

The risk management process consists of risk identification and assessment; risk measurement, mitigation, and monitoring; and risk reporting. The Board-approved Risk Management Policy is available on our website at given link: https://www.purshottaminvestofin.in/pdfs/Risk%20Management%20Policy_w.e.f.%20April%2020,%202023.pdf

Directors Responsibility Statement

In compliance of section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2025, the applicable Indian Accounting Standards (Ind As) have been followed along with proper explanations relating to material departures, if any;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at reporting date and of the profit of the company for the year ended on that date;

c) Proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and the internal financial controls were adequate and operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Policy on Appointment and Remuneration of Directors

The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations.

In accordance with the Nomination and Remuneration Policy adopted by the Company, the Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company.

The Committee is responsible for reviewing and vetting the profile of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board in accordance with the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Committee has formulated the criteria for determining requisite qualifications, positive attributes such as high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgment and independence of Directors in terms of provisions of Section 178 of the Act and the Listing Regulations. The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has inter-alia considered the following factors while formulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. The Remuneration Policy, as approved by the Nomination and Board, is uploaded on the Companys website at the web link: https://www.purshottaminvestofin.in/pdfs/Nomination%20And%20Remuneration%20Policy_w.e.f.%2006.02.2025.pdf

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of the Act, SEBI Guidance Note on Board Evaluation and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees. Additionally, a separate meeting of Independent Directors was held, to evaluate the performance of Non-Independent Directors, the Board as a whole, and its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Your directors express their satisfaction with the evaluation process and inform that the performance of the Board as a whole, its committees and its member individually were adjudged satisfactory.

Corporate Governance and Management Discussion & Analysis Report

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Annual Report, together with the Certificate from M/s Kundan Agrawal & Associates, Company Secretary in Practice in compliance with the requirements of Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015. The Auditors Certificate for the financial year 2024-25 does not contain any qualifications, reservations or adverse remarks.

Anti-Sexual Harassment Policy

Your Company has in place a policy on prevention of sexual harassment at workplace. Internal Complaint committee is not required to be constituted as the worker in our organisation is less than 10 during the Financial Year under review. Further the details of complaints received as follows:

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed-off during the year - Nil

(c) number of cases pending for more than ninety days - Nil

Code for Prevention of Insider Trading

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015, the Company has adopted a Code for Prevention of Insider Trading. The objective of the code is to restrict an insider from dealing in the shares of the company either directly or indirectly when in possession of unpublished price sensitive information and also to restrict communication of such information. The code is applicable to directors and designated employees/ persons associated with the company. The code enumerates the procedure to be followed for dealing in the shares of the company and periodic disclosures to be made. It also restricts the insiders from dealing in the companys shares during the period when the ‘Trading Window is announced closed. The company secretary has been designated as the Compliance Officer.

The details of the said code are posted on the website of the company at: https://www.purshottaminvestofin.in/pdfs/CODE%20ON%20INSIDER%20TRADING%20W.E.F.%2006.02.2025.pdf

Internal Controls Systems and Adequacy Thereof

The Companys internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companys policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors Report.

Auditors and Audit

i) Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in the 35^th Annual General Meeting held on September 30, 2024, approved the appointment of M/s. AKGSR & Co., Chartered Accountants, (ICAI Firm Registration no. 027579N), as the Statutory Auditors of the Company from the conclusion of the 35^st AGM till the conclusion of the 40th AGM of the Company to be held in the year 2029. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company. The Report given by M/s. AKGSR & Co., Chartered Accountants, on the financial statement of the Company for the financial year 2024-25 is part of the Annual Report. The Notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

ii) Secretarial Auditor

In accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s Kundan Agrawal & Associates, Company Secretaries, (FRN: S2009DE113700), to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as Annexure-A. The Secretarial Audit Report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to regulation 24A(2) of SEBI Listing Regulations, a report on secretarial compliance for FY 2024-25 has been issued by M/s Kundan Agrawal & Associates, Company Secretaries, and the same has been submitted with the stock exchanges within the given timeframe. The report is made available on the website of the Company. There are no observations, reservations or qualifications or adverse remark in any of the aforesaid reports.

iii) Cost Auditor

The provision of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the company as the company is a Non-Banking Financing Company.

iv) Internal Auditor

Based on the recommendation of Audit Committee, the Board has approved the appointment of M/s. V S P V & Co., Chartered Accountants, as Internal Auditors of the Company for the financial year ended March 31, 2025 to conduct the internal audit of the activities of the Company.

Reporting of Frauds

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee/ Board or Central Government any instances of fraud in the Company by its officers or employees under section 143(12) of the Companies Act, 2013 and the rules made thereunder.

Secretarial Standards

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

Nature of Business

There is no change in the nature of business during the period under review.

Corporate Social Responsibility

As a part of its initiative under Corporate Social Responsibility (CSR), your Company has undertaken CSR activities, projects and programmes broadly in accordance with Schedule VII of the Companies Act, 2013, applicable provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and CSR Annual Action Plan 2024-25 read with the Companys CSR Policy. The CSR activities as detailed in Note No. 34 of financial statements have been carried out in and around the local areas where the Company operates and nearby localities. The Company has complied with the provisions of Section 135 of the Companies Act, 2013 and all its subsequent amendments.

The Annual Report on CSR activities giving brief outline of the Companys CSR Policy and CSR initiatives undertaken during the year under review in the prescribed format as per the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is set-out in Annexure-B which is attached hereto and forms a part of the Directors Report. The Corporate Social Responsibility Policy of the Company is available on the website of the Company i.e. https://www.purshottaminvestofin.in/pdfs/CSR%20POLICY.pdf

RBI Norms

Your Company is a non-deposit taking non-banking financial company registered with the Reserve Bank of India ("RBI") and classified as NBFC - Base Layer under RBI ‘Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. The Company continues to comply with all the applicable regulations/guidelines/directions prescribed by the RBI, from time to time.

Significant and Material Orders Passed by the Regulators or Courts

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in the future.

Material Changes and Commitments Affecting Financial Position Between the End of Financial Year and Date of the Report

There have been no material changes and commitments, which affect the financial position of the company, that have occurred between the end of the financial year to which the financial statement relates and the date of report.

Personnel

Industrial relations: During the year, the industrial relations at all the works of the Company were cordial.

Particulars of Employees

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with any amendments thereto, is annexed as Annexure-C.

Key Developments

Amalgamation between Middle Path Trading Private Limited (Transferor Company - 1) and Shiraj Marketing Private Limited (Transferor Company - 2) and Purshottam Investofin Limited (Transferee Company) and their respective shareholders and creditors:

The Board, at its meeting held on December 24, 2021, approved the Scheme of Arrangement for Amalgamation between Middle Path Trading Private Limited (Transferor Company - 1) and Shiraj Marketing Private Limited (Transferor Company - 2) and Purshottam Investofin Limited (Transferee Company) and their respective shareholders and creditors, under Sections 230 and 232 of the Companies Act, 2013 read with rules framed thereunder. The Scheme was approved by the shareholders of the Company with requisite majority, at their meeting held on September 09, 2023. On receipt of approval of the shareholders, the Company filed the ‘Company Scheme Petition with the Honble NCLT, New Delhi Bench with the prayer to sanction the Scheme. The said scheme approved and sanctioned by the Honble National Company Law Tribunal (‘NCLT) New Delhi Bench on November 19, 2024 and the order pronounced on January 01, 2025. The effective date of amalgamation is April 01, 2024. As per the terms of the Scheme, the Board, in its meeting held on March 24, 2025, has allotted 23,37,303 (Twenty-Three Lacs Thirty-Seven Thousand Three Hundred and Three) fully-paid up equity shares of INR 10/- each to the eligible shareholders of the erstwhile Transferor Companies whose names appear in their Register of Members as of the Effective Date, i.e., February 28, 2025. Further, the Board also noted the cancellation of 11,97,583 (Eleven Lacs Ninety-Seven Thousand Five Hundred and Eighty-Three) equity shares of INR 10/- each held by the Transferor Company 2 in the Company.

Other Disclosures

Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company. There was no instance of one-time settlement with any Bank or Financial Institution. The company has complied the provisions relating to the Maternity Benefit Act 1961.

Investor Relations

Your Company always endeavours to keep the time of response to shareholders request/ grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee of the Board meets periodically and reviews the status of the Shareholders Grievances.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology, absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 with any amendments thereto, is given are as under:

Particulars	Current Year 2024-25	Previous Year 2023-24
Energy Conservation	NIL	NIL
Technology Absorption	NIL	NIL
Foreign Exchange Earnings and Outgoing	NIL	NIL

Electronic Communication

As a responsible corporate citizen, the Company supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to shareholders at their e-mail address registered with the Depository Participants and Registrar & Transfer Agent.

To support the ‘Green Initiative and in compliance of Rule 18 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Members who have not yet registered their email addresses or want to update a fresh email id are requested to register the same with their Depository

Participant in case the shares are held by them in electronic form and with Companys RTA in case the shares are held by them in physical form for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Acknowledgments

Your directors would like to place on record, their gratitude for the cooperation and guidance received from all the statutory bodies. Your directors sincerely acknowledge the trust and confidence that has been placed by the employees, shareholders and investors in the Company. The Directors are thankful to all the employees and the officers of the Company, for their dedication, support and co-operation.

On behalf of the Board of Directors	sd/-
For Purshottam Investofin Limited	Pramod Kumar Jain
sd/-	Whole Time Director
Sahib Singh Gusain	DIN: 00112968
Managing Director
DIN: 00649786
Date: August 13, 2025
Place: New Delhi