Directors Report of PMC Fincorp Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 40th Annual Report of PMC Fincorp Limited ("your Company/the
Company") together with the Audited financial statements of the year ended March 31,2025. The Company is registered
with the Reserve Bank of India ("RBI") as a Non-Systemically Important Non-Banking Financial Company ("NBFC")
not accepting public deposits (NBFC-ND-NSI).

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”), the Securities and Exchange
Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),
this Board''s Report is prepared based on the standalone financial statements of the Company for the year under
review.

The highlights of Financial Results on Standalone basis for the Financial Year ended on March 31,2025 are as follows:

(f in lakhs)

PARTICULARS	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	2124.43	1566.34
Net Profit Before Tax	1842.92	1258.83
Provision for Tax	407.95	124.14
Net Profit After Tax	1434.98	1134.68
Other Comprehensive Income for the year	(831.72)	44.30
Total Comprehensive Income	603.26	1178.98
Book Value ( 1/- per share)	2.37	2.16
EPS ( 1/- per share)	0.20	0.21

Note: The above figures are extracted from the Standalone Annual financial statements of the Company as per Indian
Accounting Standards (Ind AS).

STANDALONE OPERATIONAL REVIEW

Your Company has earned Income from Operation and Profit before Tax aggregated to 2124.43 Lacs and 1842.92
Lacs during the current year, respectively as compared to Income 1566.34 Lacs and Profit/(Loss) before tax 1258.83
Lacs during the previous year.

ACCOUNTING METHOD

NBFCs were required to comply with the Indian Accounting Standards (IND-AS) for the preparation of the Financial
Statements. Accordingly The Audited Financial Statements for the financial year ended March 31,2025, have been
prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under
Section 133 of the Companies Act, 2013 (hereinafter referred to as "Act") and other recognized accounting practices
and policies to the extent applicable.

STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis.
Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company

DIVIDEND

The Company currently has no other class of shares. Therefore any dividend declared will be distributed amongst all
shareholders, based on their shareholding on the record date. Final Dividends will generally be recommended by the
Board, after the announcement of the full year results and before the Annual General Meeting (AGM) of the shareholders,
as may be permitted by the Companies Act.

In terms of the Dividend Distribution Policy of the Company, your Board of Directors in their Board meeting held on
May 29, 2025, recommended a final dividend @ 1% i.e. Rs. 0.01 per equity share (face value of 1 per equity share) for
the financial year 2024-25, for the approval of shareholders at the forthcoming Annual General Meeting. The cash
outflow on account of dividend will be Rs. 71.20 lakhs Dividend, if approved by the Shareholders at the forthcoming
Annual General Meeting, will be paid within 30 days from the date of Approval.

TRANSFER TO RESERVES

Our Company has in accordance with the provisions of Section 45-IC of the Reserve Bank of India (RBI) Act, 1934,
created a Reserve Fund and during the year under review, In view of current year Profit, your Directors carry the
amount of Rs 286.22 Laksh as reserves for the financial year.

SHARE CAPITAL

Pursuant to the resolution passed in the 39th Annual General Meeting by the members of the Company increased of
Authorized Share Capital of the Company from Rs. 60,00,00,000/- (Rupees Sixty Crore Only) divided into 60,00,00,000
(Sixty Crore) Equity Shares of Rs. 1/- each to Rs. 90,00,00,000 /- (Rupees Ninety Crore Only) divided into 90,00,00,000
Equity Shares of Rs. 1/- each.

The Authorised Equity Share Capital of your Company stood at 90,00,00,000 (90,00,00,000 equity shares of 1 each)
and the Issued, Subscribed and Paid up Equity Share Capital of the Company stood at 71,20,81,600 divided into

71.20.81.600 Equity shares of 1 each as on March 31, 2025.

During the period under review, the Company has raised equity share capital through the Right issue of equity shares.
The details of change in equity share capital during the year are as follows:

The Board approved fund raising through Right Issue on June 05, 2024 the Company raised Rs. 48,95,56,100/-
through rights issue offered at INR 2.75 per share including a share premium of INR 1.75. The Company has allotted
17,80,20,400 equity shares at a face value of 1 per share as a result of which, the Paid-up share capital of the
Company increased from 53,40,61,200 divided into 53,40,61,200 equity shares of 1 each to 71,20,81,600 divided into

71.20.81.600 equity shares of 1 each.

Company neither issued any other shares, voting or otherwise nor issued (including sweat equity shares) to the employees
or Directors of the Company under any scheme. Your Company does not have any Employee Stock Option Scheme
or Employee Stock Purchase Scheme.

LISTING INFORMATION

The Company''s Share are Listed with BSE Limited, Mumbai. Your Company has paid the Annual Listing Fee up to
date and there are no arrears. The BSE have nation-wide trading terminals and therefore provide full liquidity to the
investors.

RISK MANAGEMENT FRAMEWORK

The Company has a robust internal business management framework to identify, evaluate business risks and
opportunities which seeks to minimize adverse impact on the business objectives and enhance the Company''s business
prospects. As an NBFC, PMC is exposed to credit risk, liquidity risk and Interest rate risk. Risk Management is an
Integral part of the Company''s business strategy.

DISCLOSURES

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board has pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, framed "Vigil Mechanism (Whistle Blower) Policy" ("the Policy")'' to deal
with instances of fraud and mismanagement, if any. This Policy has been formulated to provide Vigil Mechanism for
employees including directors of the Company to report genuine concerns from time to time. The said policy is placed
on the website of the Company and may be accessed at a link:-

https://pmcfincorp.com/wp-content/uploads/2024/04/VIGIL-MECHANISM-WHISTLE-BLOWER-POLICY-1.pdf

POLICIES

The Company has adopted the various policies in compliance with the provisions of SEBI (LODR) Regulations, 2015:

1. Policy for Determination of Materiality of Disclosures.

2. Policy on Materiality of Related Party Transactions.

3. Adoption of policy on preservation of documents.

4. Adoption of archival policy.

5. Policy on determine materiality of event

6. Risk Management Policy

7. Policy on Corporate Social Responsibility

8. Dividend policy

The details of the Policy are available on the website of the Company at www.pmcfincorp.com
NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company vide Registration
No. 12.00128 Dated April 01, 1998. Your Company is categorized as a Non-deposit taking Non-Banking Financial
Company. The Company has not accepted any deposit from the public during the year pursuant to the provisions of
Section 73 of Companies Act, 2013.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to the provisions of section 124 of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), (including any statutory modification(s)/re-
enactment(s)/ amendments(s) thereof for the time being in force), the dividend which remains unclaimed/unpaid for a
period of seven consecutive years from the date of transfer to the unpaid dividend account of the Company, is required
to be transferred to the Investor Education and Protection Fund (''IEPF'') established by the Central Government. As
per the IEPF Rules, the corresponding shares in respect of which dividend has not been paid or claimed by the
members for seven (7) consecutive years or more shall also be transferred to the dematerialized account created by
the IEPF authority within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of
such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat
Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which
are transferred to the Demat Account of IEPF authority can be claimed back by the shareholder from IEPF authority
by following the procedure prescribed under the aforesaid rules. Therefore, it is in the interest of shareholders to
regularly claim the dividends declared by the Company.

The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or
Statutory Authority, restraining any transfer of the shares

An amount of Rs.3.83 Lacs of unclaimed dividend amount transferred to Investor Education and Protection Fund on
July 15, 2023.

Members/ claimants whose shares, unclaimed dividends, have been transferred to the IEPF Demat account / the
fund, as the case may be, may claim the shares or apply for refund by making an application to IEPF Authority in form
IEPF-5 (available on www.iepf.gov.in).

The shareholders are encouraged to verify their records and claim their dividends of the preceding seven years, if not
claimed.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS, 2016

Pursuant to the Non-Banking Financial Companies'' Auditor''s Report (Reserves Bank) directions, 2016, a report from
the Statutory Auditors to the board of directors has been received by your company. This report has certified that the
company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

DEMATERILISATION OF SHARES

Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no. INE793G01035
has been allotted for the company. Therefore, the member and/or investors may keep their shareholding in the electronic
mode with their Depository Participates.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has an optimum combination of executive and non-executive directors, including independent directors
and a woman director. The Company''s Board of Directors as on March 31, 2025, comprises of 6 (Six) Directors.
Including Chairman, Managing Director and Whole Time Director who are Promoter Directors, the Board has 1 (one)
Managing Director, 1 (one) Whole Time Director, 1 (one) Non Executive Non Independent Director-Chairman, and 3
(Three) Non- Executive Independent Directors including 1 (one) Non- executive Woman Independent Director.

Independent Directors

Your Company has appointed following 3 (Three) Independent Directors including 1 (one) Women Director.

♦ Mr. Mahavir Prasad Garg (DIN: 00081692)

♦ Mr. Yogesh Kumar Garg (DIN: 02144584)

♦ Mrs. Deepali Sehgal Kulshrestha (DIN: 10192105)

The Board further confirms that the Independent Directors also meet the criteria of expertise, experience and integrity

in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that they are not aware of
any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge duties with an objective independent judgment and without any external influence. The said declarations
were taken on record by the Board after assessing due veracity of the same. In the opinion of the Board, all Independent
Directors are independent of the management.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules, 2014 as amended w.e.f. December
01,2019, all Independent Directors of the Company have registered themselves in the Independent Directors databank
maintained with the Indian Institute of Corporate Affairs (IICA). In the opinion of the Board of Directors of the Company,
all Independent Directors possess high integrity, expertise and experience including the proficiency required to discharge
the duties and responsibilities as Directors of the Company.

Key Managerial Personnel of the Company

As on March 31,2025, Mr. Raj Kumar Modi, Managing Director, Mr. Prabhat Modi, Whole Time Director, Mr. Chandresh
Kumar Sharma, Chief Financial Officer and Mr. Kailash, Company Secretary are the Key Managerial Personnel (KMP)
of the Company in terms of Section 203 of the Companies Act, 2013.

Re-appointment of Directors retiring by rotation

Pursuant to the provision of Section 152 of the Companies Act, 2013, ("Act") and articles of association of the Company,
Mr. Prabhat Modi (DIN: 08193181) Whole Time Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, has offer himself for re-appointment. The Board recommended his re-appointment
for consideration at the ensuing AGM. The disclosures required regarding appointment / re-appointment of Mr. Prabhat
Modi (DIN: 08193181) pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on
General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part
of the Annual Report.

Further, at its meeting held on May 29, 2025, based on the recommendation of the Nomination and Remuneration
Committee and with the approval of the audit committee, the Board has recommended the following appointments/re-
appointments, subject to shareholders'' approval at the ensuing annual general meeting:

1. Re-appointment of Mr. Raj Kumar Modi (DIN: 01274171) as Managing Director, for a term of 5 (five) years with
effect from October 31, 2025

2. Re-appointment of Mr. Prabhat Modi (DIN: 08193181), as Whole-time Director for a term of 5 (five) years with
effect from August 10, 2025.

3. Re-appointment of Mr. Yogesh Kumar Garg (DIN: 02144584), as Non-Executive Independent Director for a
second term of 5 (five) years with effect from July 28, 2025.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions
with the Company other than sitting fees, commission, and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board/ Committee(s) of the Company.

BOARD MEETINGS
NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Company''s business policy and strategy apart from
other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings.
if the need arises, the Board''s or Committee''s approval is taken by passing resolutions through circulation or by calling
the Board / Committee meetings at a shorter notice, in accordance with the applicable law

The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the
Directors to make an informed decision

During the Financial Year 2024-25, Seven (7) Board Meetings were held on May 27, 2024, June 05, 2024, June 27,
2024, July 11, 2024, October 21,2024, December 07, 2024 and January 21,2025. One meeting of Independent
Directors was held on January 21,2025, more details on Board Meetings are provided in the Corporate Governance
Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, were adhered to while considering the time gap between two consecutive meetings.

BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its own performance, Board Committees, and Individual
Directors in accordance with the Act, Listing Regulations, and Governance Guidelines. The Nomination and
Remuneration Committee led an internal evaluation process to assess the performance of the Board, its committees,
and individual directors.

The performance of Individual Directors was reviewed by the Board and the NRC, with criteria such as preparedness,
constructive contributions, and input in meetings. Non Independent Directors, the Board as a whole, and the Chairman
of the Company were evaluated at a separate meeting of Independent Directors. The evaluation results were discussed
at the Board meeting, where an action plan was agreed upon.

The Company also acted on feedback received from the previous year''s evaluation process. For more details on the
Board Evaluation Process, please refer the "Board Evaluation" section of the Corporate Governance Report.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements)
Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders''
Relationship Committee.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that
a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience,
cultural and geographical background, age, ethnicity, race, and gender, which will help the Company to retain its
competitive advantage. The Board has adopted the Board Diversity Policy, as a part of NRC Policy which sets out the
approach to the diversity of the Board of Directors. The said Policy is hosted on the website of the Company at:
www.pmcfincorp.com

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Pursuant to Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee (NRC) has
formulated "Nomination and Remuneration Policy" which deals inter-alia with the appointment and remuneration of
Directors, Key Managerial Personnel, Senior Management and other employees. The said policy is uploaded on the
website of the Company and web-link thereto is https://pmcfincorp.com/wp-content/uploads/2024/10/Nomination-and-
Remuneration-Policy.pdf the salient features of the policy are as under:

I. Criteria for appointment:

1. NRC shall identify, ascertain and consider the integrity, qualification, expertise and experience of the person
for the appointment as a Director of the Company and recommend to the Board his / her appointment. The
Directors shall uphold ethical standards of integrity and probity and shall exercise their duties and responsibilities
in the interest of the Company.

2. A person proposed to be appointed as Director should possess adequate qualification, expertise and experience
for the position he / she is considered for appointment. They shall possess appropriate core skills/ expertise/
competencies/ knowledge in one or more fields of finance, law, management, and marketing and
administration, in the context of business and/or the sector in which the company operates. The NRC has the
discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient/
satisfactory for the concerned position.

3. The Company shall comply with the provisions of the Act and Listing Regulations and any other laws if
applicable for appointment of Director of the Company. The Company shall ensure that provisions relating to
limit of maximum directorships, age, term etc. are complied with.

II. Remuneration of the Whole Time /Executive Director(s) / Managing Director:

a. The remuneration including commission payable to the Whole Time /Executive Director(s) / Managing Director
shall be determined and recommended by the NRC to the Board for approval.

b. While determining the remuneration of the Executive Directors, following factors shall be considered by the
NRC/ Board:

♦ Role played by the individual in managing the Company including responding to the challenges faced by
the Company

♦ Individual performance and company performance so that remuneration meets appropriate performance
benchmarks

♦ Reflective of size of the Company, complexity of the sector/ industry/company''s operations and the
Company''s financial position.

III. Remuneration to Non- Executive / Independent Directors:

Sitting Fees: Independent Directors are entitled for sitting fees for attending meetings of the Board or Committee
of the Board or for any other purposes as may be decided by the Board, of such sum as may be approved by the
Board of Directors of the Company within the overall limits prescribed under the Act and the rules made there
under, Listing regulations or other applicable law.

COMMITTEES OF THE BOARD

The Company has the following Committees constituted in accordance with the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015:

? Audit Committee

? Nomination & Remuneration Committee

? Stakeholders Relationship Committee

The details of all the Committees along with their composition, terms of reference and meetings held during the year
are provided in the "Report on Corporate Governance” forming part of this Annual Report

The Board, from time to time, based on necessity, has delegated certain operational power to committees of directors
formed for specific purposes like, Right issue Committee of shares, etc.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Criteria of performance evaluation of the Board Committees and Directors are laid down by Nomination and
Remuneration Committee (NRC) of the Company. Further, pursuant to the provisions of Section 178(2) of the Companies
Act, 2013 as amended by the Companies (Amendment) Act, 2017, NRC decided to continue the existing method of
performance evaluation through circulation of performance evaluation sheets based on SEBI Guidance Note dated 5"
January, 2017 and that only Board should carry out performance evaluation of the Board, its Committees and Individual
Directors.

The performance evaluation sheets based on aforesaid SEBI Guidance Note, containing the parameters of performance
evaluation along with rating scale was circulated to all the Directors. The Directors rated the performance against each
criteria. Thereafter, consolidated score was arrived. Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out performance evaluation of its own, evaluation of working of the Committees
and performance evaluation of all Directors in the said manner. The performance of the Board, committees and
individual directors was found satisfactory.

Meeting of the Independent Directors of the Company was held on January 21, 2025 in which Independent Directors
inter-alia reviewed performance of Non-Executive Independent Chairman and other Non-Independent Directors and
the Board as a whole through performance evaluation sheets.

DISCLOSURES RELATED TO COMMITTEES AND POLICIES

a. Audit Committee

The Audit Committee is duly constituted by the Board of Directors of the Company in accordance with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015. The Audit Committee as on March 31,2025, comprises of:

1. Mr. Mahavir Prasad Garg, Chairperson

2. Mr. Yogesh Kumar Garg, Member

3. Ms. Rekha Modi, Member

During the year under review, the Board of Directors of the Company had accepted all the recommendations of
the Committee.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors is duly constituted by the Board of Directors of the
Company in accordance with the requirements of Section 178 of the Companies Act, 2013 & Regulation 19 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration
Committee as on March 31,2025, comprises of the following directors:

1. Mr. Mahavir Prasad Garg, Chairperson

2. Mr. Yogesh Kumar Garg, Member

3. Ms. Rekha Modi, Member

c. Stakeholders Relationship Committee

The Committee looks into redressal of Shareholder''s/Investors'' complaints related to transfer of shares, non¬
receipt of balance sheet, non-receipt of declared dividends, among others.

The Committee has such term of reference, role, responsibility and powers as specified in Section 178 of the
Companies Act, 2013 and in the Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulation, 2015, as amended from time to time.

The Chairman of Stakeholder''s Relationship Committee is an Non-Independent Director and the composition of
Stakeholder''s Relationship committee meets the criteria laid down in Section 178 of the Companies Act, 2013
and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

1. Ms. Rekha Modi, Chairperson

2. Mr. Mahavir Prasa Garg, Member

3. Mrs. Deepali Sehgal Kulshrestha, Member

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company, being a non-banking finance company registered with the Reserve Bank of India and engaged in the
business of giving loans, is exempt from complying with the provisions of section 186 of the Companies Act, 2013 in
respect of loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid
section have not been given in this Report.

Information regarding investments covered under the provisions of section 186 of the said Act are detailed in the
financial statements.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in
the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. The Board is responsible for implementation of the Code.

RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification of related parties and transactions with related parties, its
approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and the
Board is hosted on the Company''s website and can be assessed at www.pmcfincorp.com.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2025 (including any
material modification thereof), were in the ordinary course of business and on an arm''s length basis and were carried out
with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee
were reported to the Audit Committee. Prior approval of the Audit Committee was obtained for the transactions which
were planned and/or repetitive in nature and omnibus approval were taken as per the policy laid down for unforeseen
transactions.

The Company has put in place a Policy for Related Party Transactions ("RPT Policy"), amended from time to time. The
Policy provides for identification of Related Party Transactions ("RPTs"), necessary approvals by the Audit Committee/
Board/Members, reporting and disclosure requirements in compliance with the Act and provisions of the Listing Regulations.

The said Policy can be accessed on the website of the Company A policy on materiality of related party transactions and
dealing with related party transactions is placed on the Company''s website www.pmcfincorp.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013, your Directors, to the best of
their knowledge and belief and according to the information and explanations obtained by them, state and confirm
that:

? in the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;

? such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31,
2025, have been selected and applied consistently and judgments 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 March 31,
2025 and of the Profit of the Company for the year ended on that date;

? proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

? the annual financial statements for the year ended March 31, 2025, have been prepared on a going concern
basis;

? internal financial controls to be followed by the Company have been laid down and that the said financial controls
were adequate and were operating effectively;

? Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such
systems were adequate and operating effectively.

AUDITORS

Statutory Auditors and Auditors'' Report

In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting ("AGM") held on September
17, 2022, M/s. Pankaj Gupta & Co., Chartered Accountants, (ICAI Firm Registration number 019302N) were appointed
as the Statutory Auditors of the Company for a First term of 5 consecutive years to hold office from the conclusion of
the 37th AGM till the conclusion of 42nd AGM of the Company. The Company has received a letter from, M/s. Pankaj
Gupta & Co., Chartered Accountants confirming that they are eligible for appointing as Statutory Auditors of the
Company.

The report given by the Auditors on the Standalone Financial Statements of the Company for the year ended March
31,2025 forms part of this Annual Report. The Auditor''s comments on the Company''s account are self-explanatory in
nature and do not require any explanation and there is no qualification, reservation, adverse remark or disclaimer given
by the Auditors in their reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the
Companies Act, 2013 and therefore no detail is required of the Companies Act, 2013 and no frauds have been
reported by the Statutory Auditors in their report for the year under review. Notes to the Financial Statements are self¬
explanatory and do not call for any further comments.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with rules thereunder, the Board at its meeting held on June
27, 2024 has appointed M/s. Anamika Bhola & Associates, Practicing Company Secretaries to conduct Secretarial
Audit of the Company for the year ended March 31,2025. The Secretarial Audit Report issued by them in Form No.
MR-3 is provided as an "Annexure I" to this Report. The Secretarial Audit Report does not contain any qualifications,
reservations or adverse remarks.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by
Securities and Exchange Board of India (SEBI), M/s. Anamika Bhola & Associates, Practicing Company Secretaries
have issued the Annual Secretarial Compliance Report for the financial year ended March 31,2025, thereby confirming
compliance of the applicable SEBI Regulations and circulars / guidelines issued thereunder by the Company.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors based on the
recommendation of the Audit Committee has re-appointed M/s. KPSP & Associates, Chartered Accountants (FRN:
019471N), a reputed firm of Chartered Accountants as Internal Auditors of the Company for a period of three years
commencing from April 01, 2024 to March 31, 2027. The Internal Auditors, M/s KPSP & Associates, Chartered
Accountants, Delhi have conducted internal audits periodically and submitted their reports to the Audit Committee.
Their Reports have been reviewed by the Audit Committee from time to time

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not
applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has first time qualified under the provisions of Section 135 of the Companies Act. The Board formed its
CSR Committee & Policy and accordingly amount has been spent through various CSR activities. The Company is
committed to operate and grow its business in a socially responsible way, while reducing the environmental impact of
its operations and increasing its positive social impact. It aims to achieve growth in a responsible way by encouraging
people to take small everyday actions that will make a big difference. The CSR Policy of the Company is available on
the website of the Company at www.pmcfincorp.com. The salient features of the CSR Policy forms a part of the
Annual Report on CSR activities, in terms of Rules 8 of the Companies (Corporate Social Responsibility Policy) Rules
2014), which contains details of CSR initiative taken by the Company during the year as annexed vide Annexure IV
attached to the this Report.

As part of its initiatives under "corporate social responsibility" (CSR), the Company has contributed funds for the
schemes of promotion of Health and education. The contributions in this regard have been made to the registered
trust, which is undertaking these schemes

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of
operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial
reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent
misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information
System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process
and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee
and necessary improvements are undertaken, if required.

PUBLIC DEPOSITS

Your Company being a Non-deposit taking Non-Systemically Important NBFC has not accepted or renewed any
deposit as covered under Chapter V of the Act read with the Companies (Acceptance of Deposit) Rules, 2014, as
amended, from its members or the public during the year under review.

SUBSIDIARIES

During the year under review, your Company does not have any subsidiaries or joint ventures or associate companies
as defined under the Act. However, the Company has framed a policy for determining material subsidiaries, which can
be https://pmcfincorp.com/wp-content/uploads/2024/04/POLICY-ON-MATERIAL-SUBSIDIARIES-1.pdf

CORPORATE GOVERNANCE REPORT

Your Company has adopted best practices of Corporate Governance and complied with all the requirement of Corporate
Governance laid down by SEBI. As per Regulation 34(3) read with Schedule V of the Listing Regulations, a Corporate
Governance Report along with Statutory Auditors'' Certificate confirming compliance of corporate governance for the
year ended March 31,2025 is provided separately and forms integral part of this Annual Report.

MANAGEMENT AND DISCUSSION ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report containing information
inter-alia on industry trends, your Company''s performance, future outlook, opportunities and threats for the year ended
March 31,2025, is provided in a separate section forming integral part of this Annual Report.

ANNUAL RETURN

Pursuant to the amendments in Section 92(3) of the Companies Act, 2013 read with Rules thereunder and provisions
of Section 134(3)(a) of the Act, Annual Returns of the Company for FY 2023-24 and FY 2024-25 are hosted on the
website of the Company www.pmcfincorp.com and web-links thereto are given below:

Annual Return for FY 2023-24: http://pmcfincorp.com/wp-content/uploads/2024/09/Annual-Report-2024.pdf
Draft Annual Return for FY 2024-25: http://pmcfincorp.com/wp-content/uploads/2025/07/Draft-MGT-7-2024-25.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

The Company Operates in a Service Sector as a Non-Banking financial Company (NBFC) and therefore energy
consumption is only limited to electricity required for office functioning for administration functions. However, necessary
initiatives have been taken by the company from time to time for optimum utilization of energy. Since the conservation
impact is minimal, it cannot be quantified.

A) Conservation of Energy- NIL

B) Technology Absorption- NIL

C) Foreign Exchange earnings and Outgo- NIL

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on
prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for
prevention and redressal of complaints of sexual harassment at workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is
responsible for redressal of complaints related to sexual harassment. During the year under review, there were no
complaints pertaining to sexual harassment

Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the constitution
of ICC (Internal Complains Committee) is mandatory to the Company as the company has More than 10 (ten) employees.

During the year under review, your Company has not received any complaint pertaining to sexual harassment and no
complaint was pending as on March 31, 2025.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel), Rules, 2014 regarding remuneration of Directors, Key
Managerial Personnel and other related disclosure is given as "annexure-II" to this report regarding remuneration of
Directors, Key Managerial Personnel and other related disclosure.

The statement containing names of top employees in terms of remuneration drawn and the particulars of employees
as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure-II forming part of this report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS

The Securities and Exchange Board of India (SEBI) initiated adjudication proceedings against the company under
section 15HA of SEBI Act for alleged violations of section 12A(a), (b), (c) of SEBI Act read with regulation 3(a), (b), (c)
and regulation 4(1) of SEBI PFUTP Regulations, 2003. Securities Exchange Board of India (SEBI) passed an order on
31.05.2021 imposing a penalty of INR 10 Lacs on against PMC Fincorp Limited under provisions of SEBT (Prohibition
of and Unfair Trade Practices) PFUTP Regulations, 2003. Consequently, the company and its promoters filed an
appeal in Securities Appellate Tribunal (SAT). After consideration, the SAT allowed the appeal, and accordingly quashed
the SEBI order on 12.09.2023. Further, SEBI has filed an appeal before the Supreme Court of India against the order
passed by SAT.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year 2024-25 and the date of this report.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable secretarial standards issued by the
Institute of Company Secretaries of India. The same has also been confirmed by Secretarial Auditors of the Company
in the Secretarial audit Report.

GENERAL

1. There was no change in the general nature of business of the Company.

2. The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are
not applicable to the Company.

3. The provisions pertaining to Corporate Social Responsibility (CSR) were applicable for the first time to the Company
during the year under review.

4. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that there is no corporate insolvency
resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank Central and State Governments, customers, suppliers, shareholders and
bankers for their consistent support and co-operation to the Company. Your directors also place on record sincere
appreciation for the contribution and commitment by all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : New Delhi (REKHA MODI)

Date : 29.05.2025 (Chairman)

DIN:01274200

---

Mar 31, 2024

The directors have pleasure in presenting the 39th Annual Report of PMC Fincorp Limited ("your Company/the Company") together with the Audited financial statements of the year ended March 31, 2024. The Company is registered with the Reserve Bank of India ("RBI") as a Non-Systemically Important Non-Banking Financial Company ("NBFC") not accepting public deposits (NBFC-ND-NSI).

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”), the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), this Board’s Report is prepared based on the standalone financial statements of the Company for the year under review.

The highlights of Financial Results on Standalone basis for the Financial Year ended on March 31,2024 are as follows:

(Rs. in Lakhs)

PARTICULARS	Year ended 31.03.2024	Year ended 31.03.2023
Revenue from Operations	1566.34	849.73
Net Profit Before Tax	1258.83	(636.39)
Provision for Tax	124.14	(0.08)
Net Profit After Tax	1134.68	(636.31)
Other Comprehensive Income for the year	44.30	8.50
Total Comprehensive Income	1178.98	(627.81)
Book Value ( 1/- per share)	2.16	1.94
EPS ( 1/- per share)	0.21	-0.12

Note: The above figures are extracted from the Standalone Annual financial statements of the Company as per Indian Accounting Standards (Ind AS).

OPERATIONS REVIEW- STANDALONE

Your Company has earned Income from Operation and Profit before Tax aggregated to 1566.34 Lacs and 1258.83 Lacs during the current year, respectively as compared to Income 849.73 Lacs and Profit/(Loss) before tax (636.39) Lacs during the previous year.

ACCOUNTING METHOD

NBFCs were required to comply with the Indian Accounting Standards (IND-AS) for the preparation of the Financial Statements. Accordingly, the annual financial statements for the year ended March 31,2024 are prepared as per IND-AS.

STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company

DIVIDEND

The Board of Directors of the Company has not recommended any dividend on the equity shares of the Company for the financial year 2023-24 due to conservation of profits.

TRANSFER TO RESERVES

Our Company has in accordance with the provisions of Section 45-IC of the Reserve Bank of I ndia (RBI) Act, 1934, created a Reserve Fund and during the year under review, the Company has transferred an amount of 226.94 Lacs (Rupees Two Hundered Twenty Six Lakh Ninety Four Thousand Only) out of the profits of the year to the said Reserve Fund.

SHARE CAPITAL

As on March 31, 2024, the paid up equity share capital of the Company is Rs. 53,40,61,200/- comprising of 53,40,61,200 Equity shares of Face Value of Rs. 1/- each.

During the year 4,50,00,000 Fuly Convertible Warrants lapsed on September 15, 2023, due to non-conversion of the warrants into fully paid equity shares of the company within the stipulated time period of eighteen months from the date of allotment. Further, the upfront amount of 25% of the issue price paid by the allottees w.r.t. 4,50,00,000 Warrants have been forfeited by the company and amount transferred to warrant reserve in reserve and surplus.

During the year under review the Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued (including sweat equity shares) to the employees or Directors of the Company under any scheme. Your Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

LISTING INFORMATION

The Company''s Share are Listed with BSE Limited, Mumbai. Your Company has paid the Annual Listing Fee up to date and there are no arrears. The BSE have nation-wide trading terminals and therefore provide full liquidity to the investors.

RISK MANAGEMENT FRAMEWORK

The Company has a robust internal business management framework to identify, evaluate business risks and opportunities which seeks to minimize adverse impact on the business objectives and enhance the Company''s business prospects. As an NBFC, PMC is exposed to credit risk, liquidity risk and Interest rate risk. Risk Management is an Integral part of the Company''s business strategy

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board has pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, framed "Vigil Mechanism (Whistle Blower) Policy" ("the Policy")'' to deal with instances of fraud and mismanagement, if any. This Policy has been formulated to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns from time to time. The said policy is placed on the website of the Company and may be accessed at a link:- https://pmcfincorp.com/wp-content/uploads/2024/04/VIGIL-MECHANISM-WHISTLE-BLOWER-POLICY-1.pdf

POLICIES

The Company has adopted the various policies in compliance with the provisions of SEBI (LODR) Regulations, 2015:

1. Policy for Determination of Materiality of Disclosures.

2. Policy on Materiality of Related Party Transactions.

3. Adoption of policy on preservation of documents.

4. Adoption of archival policy.

5. Policy on determine materiality of event

6. Risk Management Policy

The details of the Policy are available on the website of the Company at www.pmcfincorp.com

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company vide Registration No. 12.00128 Dated April 01, 1998. Your Company is categorized as a Non-Systemically Important Non-Banking Financial Company Not accepting public deposits (“NBFC-ND-NSI”) registered with Reserve Bank of India ("the RBI”) under Section 45-IA of the Reserve Bank of India Act, 1934. The Company has not accepted any deposit from the public during the year pursuant to the provisions of Section 73 of Companies Act, 2013.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

An amount of Rs.3.83 Lacs of unclaimed dividend amount transferred to Investor Education and Protection Fund on July 15, 2023.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS, 2016

Pursuant to the Non-Banking Financial Companies'' Auditor''s Report (Reserves Bank) directions, 2016, a report from the Statutory Auditors to the board of directors has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

DEMATERILISATION OF SHARES

Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no. INE793G01035 has been allotted for the company. Therefore, the member and/or investors may keep their shareholding in the electronic mode with their Depository Participates.

BOARD OF DIRECTORS

Presently, the Company''s Board comprises of 6 (Six) Directors. Along with Chairman, Managing Director and Whole Time Director who are Promoter Directors, the Board has 1 (one) Managing Director, 1 (one) Whole Time Director, 1 (one) Non Executive Non Independent Director-Chairman, and 3 (Three) Non- Executive Independent Directors including 1 (one) Non- executive Woman Independent Director.

During the Financial year 2023-24, following changes took place in the composition of the Board:

Pursuant to the recommendation of Nomination and Remuneration Committee (NRC), Ms. Deepali Sehgal Kulshrestha (DIN: 10192105) who was appointed by the Board as an Additional Director in the category of NonExecutive-Independent Director of the Company for a first term of five consecutive years w.e.f. June 19, 2023 and approval of Members was obtained in the Annual General Meeting of the Company held on September 14, 2023.

Mr. Satyam jaiswal (DIN: 09282921) who was appointed by the Board as an Additional Director in the category of Non-Executive Independent Director of the Company for a first term of five consecutive years w.e.f. March 31 2023, has resigned from the directorship of the Company w.e.f. June 20, 2023. The Board placed on record their appreciation for the assistance and guidance during their tenure as Director of the Company.

Appointment of Independent Directors

Your Company has appointed following 3 (Three) Independent Directors including 1 (one) Women Director.

♦ Mr. Mahavir Prasad Garg (DIN: 00081692)

♦ Mr. Yogesh Kumar Garg (DIN: 02144584)

♦ Mrs. Deepali Sehgal Kulshrestha (DIN: 10192105)

The Board further confirms that the Independent Directors also meet the criteria of expertise, experience and integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Independent Directors

Mr. Mahavir Prasad Garg Mr. Yogesh Kumar Garg Mrs.Deepali Sehgal Kulshrestha are Independent Directors on the Board.

Key Managerial Personnel of the Company

As on March 31,2024, the following are Key Managerial Personnel (“KMPs”) of the Company as per Sections 2(51) and 203 of the Act.

Mr. Raj Kumar Modi, Managing Director, Mr. Prabhat Modi, Whole Time Driecror, Mr. Chandresh Kumar Sharma, Chief Financial Officer and Mr. Kailash, Company Secretary are the Key Managerial Personnel (KMP) of the Company in terms of Section 203 of the Companies Act, 2013.

Re-appointment of Directors retiring by rotation

Pursuant to the provision of Section 152 of the Companies Act, 2013, ("Act") and articles of association of the Company, Mrs. Rekha Modi (DIN: 01274200) Non Executive Non Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offer herself for re-appointment. The Board recommended her re-appointment for consideration at the ensuing AGM. The disclosures required regarding appointment / re-appointment of Mrs. Rekha Modi (DIN: 01274200) pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Company’s business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. if the need arises, the Board’s or Committee’s approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, in accordance with the applicable law.

The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

During the financial year 2023-24, Six (6) Board Meetings were held on April 24, 2023, May 29, 2023, August 10, 2023, August 17, 2023, November 14, 2023 & February 14, 2024. One meeting of Independent Directors were held on February 14, 2024, more details on Board Meetings are provided in the Corporate Governance Report the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, were adhered to while considering the time gap between two consecutive meetings.

BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its own performance, Board Committees, and Individual Directors in accordance with the Act, Listing Regulations, and Governance Guidelines. The Nomination and Remuneration Committee led an internal evaluation process to assess the performance of the Board, its committees, and individual directors.

The performance of Individual Directors was reviewed by the Board and the NRC, with criteria such as preparedness, constructive contributions, and input in meetings. Non Independent Directors, the Board as a whole, and the Chairman of the Company were evaluated at a separate meeting of Independent Directors. The evaluation results were discussed at the Board meeting, where an action plan was agreed upon.

The Company also acted on feedback received from the previous year’s evaluation process. For more details on the Board Evaluation Process, please refer the “Board Evaluation” section of the Corporate Governance Report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race, and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy, as a part of NRC Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is hosted on the website of the Company at: www.pmcfincorp.com

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated "Nomination and Remuneration Policy" which deals inter-alia with the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees. The said policy is uploaded on the website of the Company and web-link thereto is https:// pmcfincorp.com/wp-content/uploads/2024/04/NRC-Policy.pdf.

The salient features of the policy are as under:

I. Criteria for appointment:

1. NRC shall identify, ascertain and consider the integrity, qualification, expertise and experience of the person for the appointment as a Director of the Company and recommend to the Board his / her appointment. The Directors shall uphold ethical standards of integrity and probity and shall exercise their duties and responsibilities in the interest of the Company.

2. A person proposed to be appointed as Director should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. They shall possess appropriate core skills/ expertise/ competencies/ knowledge in one or more fields of finance, law, management, and marketing and administration, in the context of business and/or the sector in which the company operates. The NRC has the discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

3. The Company shall comply with the provisions of the Act and Listing Regulations and any other laws if applicable for appointment of Director of the Company. The Company shall ensure that provisions relating to limit of maximum directorships, age, term etc. are complied with.

II. Remuneration of the Whole Time /Executive Director(s) / Managing Director:

a. The remuneration including commission payable to the Whole Time /Executive Director(s) / Managing Director shall be determined and recommended by the NRC to the Board for approval.

b. While determining the remuneration of the Executive Directors, following factors shall be considered by the NRC/ Board:

♦ Role played by the individual in managing the Company including responding to the challenges faced by the Company

♦ Individual performance and company performance so that remuneration meets appropriate performance benchmarks

♦ Reflective of size of the Company, complexity of the sector/ industry/company''s operations and the Company''s financial position.

III. Remuneration to Non- Executive / Independent Directors:

Sitting Fees: Independent Directors are entitled for sitting fees for attending meetings of the Board or Committee of the Board or for any other purposes as may be decided by the Board, of such sum as may be approved by the Board of Directors of the Company within the overall limits prescribed under the Act and the rules made there under, Listing regulations or other applicable law.

COMMITTEES OF THE BOARD

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

a. Audit Committeeb. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, a part of this Annual Report.

The Board, from time to time, based on necessity, has delegated certain operational power to committees of directors formed for specific purposes like, Preferential issue of shares, etc.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company, being a non-banking finance company registered with the Reserve Bank of India and engaged in the business of giving loans, is exempt from complying with the provisions of section 186 of the Companies Act, 2013 in respect of loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been given in this Report.

Information regarding investments covered under the provisions of section 186 of the said Act are detailed in the financial statements.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider T rading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and the Board is hosted on the Company’s website and can be assessed at www.pmcfincorp.com.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024 (including any material modification thereof), were in the ordinary course of business and on an arm’s length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were reported to the Audit Committee. Prior approval of the Audit Committee was obtained for the transactions which were planned and/or repetitive in nature and omnibus approval were taken as per the policy laid down for unforeseen transactions.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The 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 in Form AOC-2 does not apply to the Company for the FY 2024 and hence the same is not provided

The Company has put in place a Policy for Related Party T ransactions ("RPT Policy"), amended from time to time. The Policy provides for identification of Related Party Transactions ("RPTs"), necessary approvals by the Audit Committee/Board/Members, reporting and disclosure requirements in compliance with the Act and provisions of the Listing Regulations.

The said Policy can be accessed on the website of the Company. A policy on materiality of related party transactions and dealing with related party transactions is placed on the Company''s website www.pmcfincorp.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

? in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

? such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2024, have been selected and applied consistently and judgments 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 March 31, 2024 and of the Profit of the Company for the year ended on that date;

? proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

? the annual financial statements for the year ended March 31,2024, have been prepared on a going concern basis;

? internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

? Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

AUDITORS

Statutory Auditors and Auditors'' Report

In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting ("AGM") held on September 17, 2022, M/s. Pankaj Gupta & Co., Chartered Accountants, (ICAI Firm Registration number 019302N) were appointed as the Statutory Auditors of the Company for a First term of 5 consecutive years to hold office from the conclusion of the 37th AGM till the conclusion of 42nd AGM of the Company. The Company has received a letter from, M/s. Pankaj Gupta & Co., Chartered Accountants confirming that they are eligible for appointment as Statutory Auditors of the Company.

The report given by the Auditors on the Standalone Financial Statements of the Company for the year ended March 31,2024 forms part of this Annual Report. The Auditor''s comments on the Company''s account are self-explanatory in nature and do not require any explanation and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and no frauds have been reported by the Statutory Auditors in their report for the year under review. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, read with rules thereunder, the Board at its meeting held on November 14, 2023 has appointed M/s. Anamika Bhola & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the year ended March 31,2024. The Secretarial Audit Report issued by them in Form No. MR-3 is provided as an "Annexure-I" to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Further, in terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of India (SEBI), M/s. Anamika Bhola & Associates, Practicing Company Secretaries have issued the Annual Secretarial Compliance Report for the financial year ended March 31,2024, thereby confirming compliance of the applicable SEBI Regulations and circulars / guidelines issued thereunder by the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

The Secretarial Audit Report issued by Secretarial Auditors in Form No. MR-3 is provided as an "Annexure-I" to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. KPSP & Associates, Chartered Accountants (FRN: 019471N), a reputed firm of Chartered Accountants as Internal Auditors of the Company for a period of three years commencing from April 01, 2024 to March 31, 2027. The Internal Auditors, M/s KPSP & Associates, Chartered Accountants, Delhi have conducted internal audits periodically and submitted their reports to the Audit Committee. Their Reports have been reviewed by the Audit Committee from time to time.

COST RECORDS AND AUDITORS

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process and Internal Audit. The Internal Audit reports are reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

PUBLIC DEPOSITS

Your Company being a Non-Systemically Important Non-Banking Financial Company Not accepting public deposits (“NBFC-ND-NSI”) registered with Reserve Bank of India (“the RBI”) under Section 45-IA of the Reserve Bank of India Act, 1934, has not accepted or renewed any deposit as covered under Chapter V of the Act read with the Companies (Acceptance of Deposit) Rules, 2014, as amended, from its members or the public during the year under review.

SUBSIDIARIES

During the year under review, your Company does not have any subsidiaries or joint ventures or associate companies as defined under the Act. However, the Company has framed a policy for determining material subsidiaries, which can be https://pmcfincorp.com/wp-content/uploads/2024/04/POLICY-ON-MATERIAL-SUBSIDIARIES-1.pdf

CORPORATE GOVERNANCE REPORT

Your Company has adopted best practices of Corporate Governance and complied with all the requirement of Corporate Governance laid down by SEBI. As per Regulation 34(3) read with Schedule V of the Listing Regulations, a Corporate Governance Report along with Statutory Auditors'' Certificate confirming compliance of corporate governance for the year ended March 31,2024 is provided separately and forms integral part of this Annual Report.

MANAGEMENT AND DISCUSSION ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report containing information inter-alia on industry trends, your Company''s performance, future outlook, opportunities and threats for the year ended March 31,2024, is provided in a separate section forming integral part of this Annual Report.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the copy of the Annual Return for FY 2023- 24 is uploaded on the website of the Company and the same is available at the website of the Company at www.pmcfincorp.com and web-links thereto are given below:

Annual Return for FY 2022-23: https://pmcfincorp.com/wp-content/uploads/2023/11/MGT-7-2023.pdf Annual Return for FY 2023-24: https://pmcfincorp.com/wp-content/uploads/2024/06/Draft-MGT-7-2024.pdf CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

The Company Operates in the Service Sector as a Non-Banking Financial Company (NBFC) and therefore energy consumption is only limited to electricity required for office functioning for administration functions. However, necessary initiatives have been taken by the company from time to time for optimum utilization of energy. Since the conservation impact is minimal, it cannot be quantified.

A) Conservation of Energy- NIL

B) Technology Absorption- NIL

C) Foreign Exchange earnings and Outgo- NIL

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

During the year under review, your Company has not received any complaint pertaining to sexual harassment and no complaint was pending as on March 31,2024.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information containing details of employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-II attached to this report.

The statement containing names of top employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS

The Securities and Exchange Board of India (SEBI) initiated adjudication proceedings against the company under section 15HA of SEBI Act for alleged violations of section 12A(a), (b), (c) of SEBI Act read with regulation 3(a), (b), (c) and regulation 4(1) of SEBI PFUTP Regulations, 2003. The adjudication proceedings under section 15HA of SEBI Act implied a minimum penalty of INR 5 Lacs and a maximum penalty of INR 25 Crores, or three times the amount of profits, whichever is higher. The adjudicating officer noted in the order that no disproportionate gain or loss to investor was brought. However, despite vigorous defence against the allegations levied by SEBI in its proceedings, a penalty of INR 10 Lacs was imposed on the company. In response, the company appealed to the Securities Appellate Tribunal (SAT) against the Adjudication Order passed by SEBI. After consideration, the SAT allowed the appeal, and accordingly quashed the SEBI order on 12.09.2023.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

GENERAL

1. There was no change in the general nature of business of the Company.

2. The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

3. The provisions pertaining to Corporate Social Responsibility (CSR) were not applicable to the Company during the year under review.

4. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank Central and State Governments, customers, suppliers, shareholders and bankers for their consistent support and co-operation to the Company. Your directors also place on record sincere appreciation for the contribution and commitment by all the employees of the Company.

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Mar 31, 2014

The Shareholders,

PMC FINCORP LIMITED

The Directors have pleasure in presenting the 29th Annual Report along with the Audited Accounts of your Company for the year ended on 31st March 2014.

1.FINANCIAL HIGHLIGHTS

Year ended Year ended

31.03.2014 31.03.2013

Gross Income 100,508,331 84,549,482

Total Expenditure 81,641,366 64,270,421

Net Profit for the year 18,866,965 20,279,062

Less: Provision for Tax 6,068,121 5,909,065

Profit after Tax 12,798,844 14,369,906

Add/Less: Deferred Tax Liabilities 8,669 3,892

12,790,175 14,366,104

Profit brought from previous year 20,780,972 17,077,016

Profit available for Appropriation 33,571,147 31,443,120

Proposed Dividend - 6,688,350 Tax on Proposed Dividend - 1,100,578

33,571,147 23,654,192

Transfer to Statutory Reserve 2,773,778 2,873,221

Balance Carried to Balance Sheet 30,797,369 20,780,971

The Company had a strong year aided by robust volume growth, prudent operating cost management and low NPAs. Over the years, our company has steadily broadened its business activities to cover a wide spectrum of services in the financial intermediation space with the basic focus on investment & finance. Though the company is not able to achieve higher net profit but has achieved a growth of 19% in its gross revenue.

2. DIVIDEND

In view of the requirement of funds for the expansion of company, your Directors do not consider it desirable to recommend any dividend in the current year.

3. NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company vide Registration No. 12.00128 dated 1st April 1998. Your Company has complied with all applicable regulations prescribed by the RBI from time to time.

4. FUTURE OUTLOOK

With the recent change in Government, there is widespread optimism with regard to economic revival and higher growth rate in industry which is back bone for financial sector as well.

Due to the increase in finance space by NBFCs, the RBI''s surveillance has increased. Through its various regulatory measures NBFCs are brought under stricter supervisory regime of RBI. While several steps are being taken to increase the role that the NBFCs play, norms are being strengthened to ensure that there is a strong, transparent and robust non banking financial sector.

PMC Fincorp Limited expects to maintain its performance in FY2015 and hopes to grow at a rate faster than the growth of bank credit. The approach would be to continue with the growth momentum while balancing risk. As before, it will continue to invest in strengthening risk management practices; and in maintaining its investment in technology and human resources to consolidate its position as a leading NBFC in India.

5. BOARD OF DIRECTORS

Mrs. Rekha Modi, Director of the Company retire by rotation and being eligible offer herself for re-appointment. The Board of Directors recommends their re-appointment.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Mr. Vishnu Bhagwan Aggarwal and Mr. Pramod Gupta as a candidate for the office of Independent Directors up to a date 29th April, 2015.

The Company has also received the requisite disclosures/declarations from Mr. Vishnu Bhagwan Aggarwal and Mr. Pramod Gupta, Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Raj Kumar Modi, Managing Director of the Company re-appointed for a further period of three years with effect from 03rd November, 2014 to 2nd November, 2017

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your Directors hereby confirm that:

i) In the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed except as disclosed and explained in this report.

ii) They had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year on that date.

iii) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) They had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

7. AUDITORS

M/s M. M. Goyal & Co., Chartered Accountants (FRN: 007198N), the Statutory Auditors New Delhi retire at the ensuing annual general meeting but being eligible offer themselves for re-appointment. The Company has received the letter from the auditors to the effect that their appointment if made it would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 (Erstwhile Section 224(1)(B) of the Companies Act, 1956).

Your Directors recommend re-appointment of M/s M. M. Goyal & Co. as the Statutory Auditors of the Company.

8. AUDITORS REPORTS

The observation of the Statutory Auditors in their reports, read with notes annexed to accounts, are self explanatory and therefore do not call for the any further comments and explanations.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

The provision of Section 217 (1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption in not applicable on the company. During the year under review their has been no foreign exchange earnings and outgo.

10. PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

11. DEMATERILISATION OF SHARES

Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no. INE793G01027 has been allotted for the company. Therefore, the member and/ or investors may keep their share holding in the electronic mode with their Depository Participates.

12. SHARE CAPITAL

During the year company has increased its authorized share capital from Rs. 15 Crores to Rs. 25 Crores by creating 2 Crore new equity shares of Rs. 5 each. Further Paid Capital has also been increased from Rs. 13,37,67,000/- to Rs. 24,07,80,600/-.

13. BONUS SHARES

Your Company has issues bonus shares during the year by capitalizing the free reserves. Bonus shares were issued in the ratio of 8(Eight) equity shares for every 10(Ten) equity shares held by the members. Bonus shares were credited to the beneficiary accounts of members with their respective depositories. Where ever the members are holding shares in physical form the shares certificates have already been dispatched to their registered address.

14. ISSUE OF FURTHER CAPITAL THROUGH PRIVATE PLACEMENT

Company has proposed to raise further capital from its promoters by issuing shares through preferential allotment. The same was duly approved by the members in Extra Ordinary General Meeting held on 27th February 2014. Accordingly an offer for issuance of 5 lac warrants convertible in to equity shares at a price of Rs. 500/- per share(including a premium of Rs. 495/- per share) was issued to the promoters. Which is accepted by the promoters. The process of issue of capital is completed in the month of April 2014.

15. SUB-DIVISION OF SHARES

With a view to provide more liquidity to the members of company, The Board has proposed to sub divide the share capital of company from Rs. 5/- per shares to Rs. 1/- per shares. On completion of the process of sub division every member will get 5 shares of Rs. 1 /- each in lieu of every existing share of Rs. 5/- each.

16. CHANGE OF NAME OF COMPANY

The Registrar of Company, Uttar Pardesh has issued Fresh Certificate of Incorporation consequent upon change of name dt. 20th March 2014 confirming the change of name of company from Priti Mercantile Company Ltd to PMC Fincorp Limited.

17. PERSONNEL

Your Directors wish to acknowledge the support and valuable contributions made by the employees, at all levels. We continue to train and motivate our workforce to enhance their contributions, towards the goal of your company.

There has been no employee who has drawn remuneration as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence not applicable.

18. LISTING INFORMATION

The Company''s shares are listed with U.P. Stock Exchange Ltd., Kanpur (U.P.) and BSE Limited, Mumbai. Your company has paid the Annual Listing Fee up to date and there are no arrears. The BSE have nation-wide trading terminals and therefore provide full liquidity to the investors.

19. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clouse 49 of the listing agreement with the stock exchange, a detailed review by the Management of the operations, performance and future outlook of the company and its business, is presented in a separate section- management discussion and analysis and form part of this report.

20. CORPORATE GOVERNANCE REPORT

The company has complied with the requirements of corporate governance as prescribed under clause 49 of the listing agreement with the stock exchanges. A report on Corporate Governance Along with a Certificate from the Statutory Auditors, confirming the compliance, forms part of this Report.

21. COMPLIANCE WITH THE CODE OF CONDUCT

A declaration by the Managing Director affirming compliance with the company''s Code of Conduct by Directors and senior Management for FY14, as required under Clouse 49 of the Listing agreement with stock Exchange is annexed and forms part of this Report.

22. CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2014 is annexed hereto.

23. ACKNOWLEDGEMENT AND APPRECIATION

The Directors place on record their appreciation of the contributions made by the employees at all levels, for achieving better results. The Directors also wish to thank customers, banks, etc. for their continued support. Finally your Directors would like to express their sincere & whole hearted gratitude to all of you for your faith in us in your corporation & never failing support.

By Order of the Board For PMC FINCORP LIMITED

Place : New Delhi (RAJ KUMAR MODI)

Date : 14.07.2014 Managing Director

DIN- 01274171

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Mar 31, 2013

To, The Shareholders of PRITI MERCANTILE COMPANY LIMITED

The Directors have pleasure in presenting the 28th Annual Report along with the Audited Accounts of your Company for the year ended on 31st March 2013.

FINANCIAL HIGHLIGHTS

Year ended Year ended 31.03.2013 31.03.2012

Gross Income 84,549,482 84,506,336

Total Expenditure 64,270,421 73,724,582

Net Profit for the year 20,279,062 10,781,754

Less: Provision for Tax 5,909,065 2,611,054

Profit after Tax 14,369,906 8,170,700

Add/Less: Deferred Tax Liabilities 3,892 (1,696)

14,366,104 8,172,396

Profit brought from previous year 17,077,016 16,677,988

Profit available for Appropriation 31,443,120 24,850,384

Proposed Dividend 6,688,350 6,688,350

Tax on Proposed Dividend 1,100,578 1,085,018

23,654,192 17,077,016

Transfer to Statutory Reserve 2,873,221

Balance Carried to Balance Sheet 20,780,971 17,077,016



DIVIDEND

Your Directors are pleased to recommend a dividend of 5% i.e, Rs. 0.25 paise per equity shares of Rs. 5/- for the year ended March 31.2013

REVIEW OF OPERATIONS

The financial year under review was a bad phase for stock market. High inflation, low industrial output, high rates of interest plagued the country''s economy which witnessed the lowest growth of 5% in the decade.

Lack of liquidity in the economy has given a boost to the business of financing and lending and as a result company has also performed well and the revenue from interest has increased by 53%.

Though economic conditions are adverse for finance industries, your company being engaged in fixed return related products has rather encashed the opportunity out of the bad times. As the equities sentiment is muted, people are more interested in fixed income products, it has given an opportunity to your company to perform better in the business of distribution/arrangement of fixed income products and the revenue from such business has grown by 13%.

Net profit for the year was Rs. 143.66 lakhs as against Rs. 81.72 lakhs in FY12.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company vide Registration No. 12.00128 dated. 1st April 1998.

PUBLIC DEPOSITS

The Company did not invite / accept any fixed deposits during the year within the meaning of Section 58 (A) of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975.

DEMATERILISATION OF SHARES

Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no. INE 793G01027 has been allotted for the company. Therefore, the member and/ or investors may keep their share holding in the electronic mode with their Depository Participates.

DIRECTORS

Mrs. Rekha Modi, Director of the Company retire by rotation, being eligible offers herself for re-appointment. The Board of Directors recommends their re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act 1956, relating to the Directors Responsibility Statement it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departure.

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2013 and of the profit of the company for the year ended on that date.

3. The Directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a "going concern" basis.

AUDITORS

M/s M.M.Goyal & Co., the Statutory Auditors retire at the ensuing annual general meeting but being eligible offer themselves for re-appointment. The Company has received the letter from the auditors to the effect that their appointment if made it would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend reappointment of M/s M.M.Goyal & Co. as the Statutory Auditors of the Company.

AUDITORS REPORTS

The observation of the Statutory Auditors in their reports, read with notes annexed to accounts, are self explanatory and therefore do not call for the any further comments and explanations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of Section 217 (1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption in not applicable on the company. During the year under review their has been no foreign exchange earnings and outgo.

PERSONNEL

Your Directors wish to acknowledge the support and valuable contributions made by the employees, at all levels. We continue to train and motivate our workforce to enhance their contributions, towards the goal of your company.

There has been no employee who has drawn remuneration as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence not applicable.

LISTING INFORMATION

The Company''s shares are listed with U.P. Stock Exchange Ltd., Kanpur (U.P.) and BSE Limited, Mumbai. Your company has paid the Annual Listing Fee up to date and there are no arrears.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clouse 49 of the listing agreement with the stock exchange, a detailed review by the Management of the operations, performance and future outlook of the company and its business, is presented in a separate section- management discussion and analysis and form part of this report.

CORPORATE GOVERNANCE REPORT

The company has complied with the requirements of corporate governance as prescribed under clause 49 of the listing agreement with the stock exchanges. A report on Corporate Governance Along with a Certificate from the Statutory Auditors, confirming the compliance, forms part of this Report.

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration by the Managing Director affirming compliance with the company''s Code of Conduct by Directors and senior Management for FY13, as required under Clouse 49 of the Listing agreement with stock Exchange is annexed and forms part of this Report.

SUB-DIVISION OF SHARES

The company has sub-divided every equity shares of Rs. 10/- each in two equity share of the Rs. 5/- each during the FY 2012-13.

CHANGE OF NAME

The company has made an application to Reserve Bank of India Kanpur (U.P) for Change of name from Priti Mercantile Company Limited to PMC Fincorp Limited and the same is in process.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2013 is annexed hereto.

CORPORATE GOVERNANCE REPORT

As required by Clause 49 of the Listing Agreement, Corporate Governance, Management Discussion and Analysis and Auditor Report on compliance with the corporate governance requirements have been included in this Annual Report as separate section.

ACKNOWLEDGEMENT

The Directors place on record their appreciation of the contributions made by the employees at all levels, for achieving better results. The Directors also wish to thank customers, banks, etc. for their continued support. Finally your Directors would like to express their sincere & whole hearted gratitude to all of you for your faith in us in your corporation & never failing support.

By Order of the Board

For PRITI MERCANTILE COMPANY LIMITED

Place : New Delhi (R. K. MODI) (REKHA MODI)

Date : 29.08.2013 Managing Director Director

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Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report along with the Audited Accounts of your Company for the year ended on 31st March 2012.

FINANCIAL HIGHLIGHTS

Year ended Year ended 31.03.12 31.03.11

Gross Income 84,506,336 66,705,291

Total Expenditure 73,724,582 51,448,204

Net Profit for the year 10,781,754 15,257,087

Less: Provision for Tax 2,611,054 3,965,085

Profit after Tax 8,170,700 11,292,002

Less/Add: Deferred Tax Assets/Liabilities 1,696 (10,429)

8,172,396 11,281,573

Profit brought from previous year 16,677,988 15,760,905

Profit available for Appropriation 24,850,384 27,042,778

Proposed Dividend 6,688,350 8,917,800

Tax on Proposed Dividend 1,085,018 1,446,690

Balance Carried to Balance Sheet 17,077,016 16,677,988

DIVIDEND

Keeping in view the improved performance of your Company during the year 2011-12, your Directors recommend a dividend of 5% i.e Rs. 0.50 per equity share for the financial year 2011-12.

PERFORMANCE, RESULTS & BUSINESS

Your Directors are pleased to inform you that your company has achieved spectacular growth in turnover & profit. The resources of the company were optimally utilised to maximise the returns with minimise risk. The proactive & pragmatic approach of the company has reflected in the results.

Your Company continues to get good assignments in the field of financial services. During the year, your company earned a gross income of Rs. 167.49 Lacs from financial services & there is wide scope of development of financial services as advisory, arranger, distributions of mutual fund, debt syndication, private placement, corporate Bonds. Your company is keen to develop this activity. This year your company focused on the retail / inter-corporate loan segment as in earlier year, new loans during the year amounted to Rs. 6216 lacs as against Rs. 5415 lacs for the previous year.

Your company continues to explore good opportunities to invest funds of the company to enhance the shareholders value. Although income from investment activities has demonstrated modest growth during the year but your company has adopted a policy of long term investments, which will definitely give very good results in near future.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company vide Registration No. 12.00128 dated. 1st April 1998.

PUBLIC DEPOSITS

The Company did not invite / accept any fixed deposits during the year within the meaning of Section 58

(A) of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975.

DEMATERILISATION OF SHARES

Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no. INE 793G01019 has been allotted for the company. Therefore, the member and/ or investors may keep their share holding in the electronic mode with their Depository Participates.

DIRECTORS

Mr. V.B. Aggarwal & Mr. Pramod Gupta, Directors of the Company retire by rotation, being eligible offers themselves for re-appointment. The Board of Directors recommends their re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act 1956, relating to the Directors Responsibility Statement it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departure.

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2012 and of the profit of the company for the year ended on that date.

3. The Directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a "going concern" basis.

AUDITORS

M/s M.M.Goyal & Co., the Statutory Auditors retire at the ensuing annual general meeting but being eligible offer themselves for re-appointment. The Company has received the letter from the auditors to the effect that their appointment if made it would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend reappointment of M/s M.M.Goyal & Co. as the Statutory Auditors of the Company.

AUDITORS REPORTS

The observation of the Statutory Auditors in their reports, read with notes annexed to accounts, are self explanatory and therefore do not call for the any further comments and explanations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of Section 217 (1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption in not applicable on the company. During the year under review their has been no foreign exchange earnings and outgo.

PERSONNEL

Your Directors wish to acknowledge the support and valuable contributions made by the employees, at all levels. We continue to train and motivate our workforce to enhance their contributions, towards the goal of your company.

There has been no employee who has drawn remuneration as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence not applicable.

LISTING INFORMATION

The Company's shares are listed with U.P. Stock Exchange Ltd., Kanpur (U.P.) and BSE Limited, Mumbai. Your company has paid the Annual Listing Fee up to date and there are no arrears.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2012 is annexed hereto.

CORPORATE GOVERNANCE REPORT

As required by Clause 49 of the Listing Agreement, Corporate Governance, Management Discussion and Analysis and Auditor Report on compliance with the corporate governance requirements have been included in this Annual Report as separate section.

ACKNOWLEDGEMENT

The Directors place on record their appreciation of the contributions made by the employees at all levels, for achieving better results. The Directors also wish to thank customers, banks, etc. for their continued support. Finally your Directors would like to express their sincere & whole hearted gratitude to all of you for your faith in us in your corporation & never failing support.

By Order of the Board

For PRITI MERCANTILE COMPANY LIMITED

Place : New Delhi (R. K. MODI) (D. K. GUPTA)

Date : 30.08.2012 Managing Director Director