Dear Members,

Your Directors are pleased to present the 39^th Annual Report together with the Audited Financial Statements for the year ended March 31, 2024.

1. Financial Highlights

The Company earned a profit of Rs. 83.64 lacs (before tax) during the year under report as against a loss of Rs. 38.37 in the previous year.

2. State of Company’s affair

The Company is an investment company and registered as Non-Banking Financial Company (NBFC) with Reserve Bank of India under Section 45-IA of the RBI Act, 1934.

During the year under review, the income of the Company by way of dividend was Rs. 43.30 lacs as against 17.54 lacs in the previous year. The interest income was Rs. 13.48 lacs as against Rs. 8.10 lacs in the previous year. The net gain on fair value changes was Rs.24.82 lacs during the year under review. The income by way of rent received was 7.08 lacs as against 6.75 lacs in the previous year.

3. Dividend

In order to conserve the resources for future requirements, no dividend is proposed to be declared during the year under review.

4. Management Analysis and Review

The Company has an option to get itself registered with ‘Association of Mutual Funds of India’ (AMFI) as ‘Mutual Fund Advisor’ (MFA) so as to provide financial services. The Company was registered with AMFI an active MFA till 11^th August, 2022 . The AMFI is dedicated to developing and promoting the Indian Mutual Fund Industry on Professional, healthy and ethical lines and to enhance and maintain standards in all areas with a view to protecting and promoting the interest of mutual funds and their unit holders.

5. RBI Guidelines

Your Company has complied with all the applicable regulations prescribed by the Reserve Bank of India (RBI) from time to time. According to Section 45-IC of the Reserve Bank of India Act, 1934, every NBFC is required to create^-fes&Q/e fund and transfer therein a sum not less than 20% of its Net Profit evigw^feaf^H^ an amount of Rs. 13.17 lacs has been transferred during the year pa&er revi^jMmhe Statutory Reserve under the provisions of Section 45 IC of themBI Agt^93ffijj

The RBI vide its notification has issued directions to all NBFC’s to make provision of 0.25% on standard assets and the same is being complied with, if required.

6. Transfer to Reserves

The Company has transferred an amount of Rs. 13.17 lacs to Statutory Reserve in pursuance of applicable regulation as prescribed by the Reserve Bank of India. No amount was transferred to General Reserve during the year under review.

7. Detailed performance and financial position of Subsidiary/Joint Venture/ Associate Company

The Company does not have any Subsidiary/Joint Venture or Associate Company.

8. Extract of Annual Return

As required under Section 134(3) (a) and section 92(3) of the Act, the Annual Return has been uploaded on the Company’s website and can be accessed at Annual Report fpmltd.in) Further, the details forming part of the extract of Annual Return in form MGT- 9, as required under Section 92 of the Companies Act, 2013 is included in this report as per Annexure ‘A’.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements of the Company are available on our website.

9. Compliance relating to Secretarial Standards

The Company has complied with the applicable secretarial standards issued by Institute of Companies Secretaries of India for the Financial Year 2023-24.

10. Corporate Governance

The Company is listed with Metropolitan Stock Exchange of India limited (formerly known as MCX Stock Exchange Limited). The clauses of the Corporate Governance became applicable on the Company from the financial year 2020-21 upon increase in the net- worth of the Company due to adoption of IND AS for preparation of financial statements. The filing of Corporate Governance report became applicable on the Company for the quarter ended on 31.12.2020 onwards.

The Company is committed to maximise the value for its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of law and particularly those stipulated in the Listing Regulations. The Certificate from the practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in the Listing Regulations, is enclosed as per Annexure B

The Certificate from Mr. Sachin Goel, Chief Executive Officer (CEO) and Chief Financial Officer (CFO) in relation to the financial statemepts-for^he year along with declaration by the CEO regarding compliance wi^Mi^-4m^Npf business conduct of the Company by the directors and theA^mbees tphe senior management team of the Company during the year, were submitted to and taken note of by the Board.

11. Directors/ Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Babita Gupta (DIN: 07135430), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

Apart from the above there is no change in the Director/ Key Managerial Personnel during the year under review. The Certificate of Non-Disqualification of Director is attached as per Annexure *C\

12. Declaration given by Independent Director

The Company has received declarations from Mr Balbir Singh (DIN: 00027438) and Mr. Rajeev Kapoor (DIN:03155896), Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

13. Annual Performance Evaluation

The Company in consultation with Nomination and Remuneration Committee has carried out the performance evaluation of Independent Directors, Board, Committees and other Individual Directors. Pursuant to the provisions of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board’s functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of Independent Directors was completed. The performance evaluation of the other Board Members was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. Number of Meetings of the Board

The details of the number of meetings of the Board held during the Financial Year 2023-24 are as follows:

15. Deposits

The Company has not accepted any public deposits during the year.

16. Particulars of Loans, Guarantees or Investments by Company

The details of Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements. (Please refer Note 5 of the Financial Statement). No guarantee or loan was given or taken by the company during the Financial Year 2023-24.

17. Related Party Transactions

All related Party Transactions are placed before the Audit Committee for their approval. The transactions with the related parties are done at arm’s length basis in the ordinary course of business. The outstanding balances, if any, of the transactions with the related party at the year ended 31st March, 2024 as covered under section 188(1) of the Companies Act, 2013 have been reported in note number 25 to the Balance Sheet. Form AOC-2 is attached as per Annexure *D\

18. Whistle Blower Policy/ Vigil Mechanism

The Company has formulated a whistle blower policy to report genuine concerns or grievances and the said policy is available on the Company’s website www.pmltd.in.

19. Audit Committee

The composition of audit committee of the Company is as follows:

The details regarding number of meetings held by Audit Committee during the year are as follows:

The Board has accepted all the recommendations proposed by audit committee during the financial year.

20. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was reconstituted in accordance with the provisions of regulation 19 of SEBI LODR Regulation, 2015. w.e.f 31^st August, 2020.The composition of Nomination and Remuneration committee of the Company is as follows:

The detail regarding number of meetings held by Nomination and Remuneration Committee during the year are as follows:

21. Remuneration and Nomination Policy

The Nomination and Remuneration Committee framed a Remuneration and Nomination Policy for selection and ap^raSS^htspf Directors, Senior Management and their remuneration.

The policy formulated by Nomination and Remuneration Committee is available on the Company’s website: www.pmltd.in.

22. Stakeholder Relationship Committee

The Stakeholder Relationship Committee was constituted by the Company as per the provision of Regulation 20 of SEBI (LODR) Regulation, 2015 pursuant to the applicability of Corporate Governance on the Company.

The composition of Stakeholder Relationship committee of the Company is as follows:

The detail regarding number of meetings held by Stakeholder Relationship Committee during the year are as follows:

23. Director’s Responsibility Statement

To the best of their knowledge and in terms of the provisions of Section 134 (3) (c)

of the Companies Act, 2013, the Directors make the following statements:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

b) the director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared^fe-arMil^accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Statutory Auditors

M/s. R.C Agarwal & Co., Chartered Accountants (Firm Registration No. 003175N) were appointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on 30^th September, 2019 for another term of five years from the conclusion of 34th Annual General Meeting (AGM) till the conclusion of 39th AGM to be held in calendar year 2024.The term of M/s R C Agarwal as a Statutory Auditor in accordance with the applicable provision of Companies Act, 2013 will get over at the ensuing AGM and members are authorized to appoint Statutory Auditor in place of retiring auditor upon recommendation of Board of Directors at the ensuing AGM.

25. Auditor’s Report

There is no audit qualification on the Financial Statements by the statutory auditors for the year under review. Hence, there are no comments on the Auditor’s Report.

26. Dividend Distribution Policy

As per regulation 43A of SEBI Listing Obligation and Disclosure Requirement (LODR) Regulation, 2015, SEBI has mandated top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year) to formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites.

Hence, the Company does not fall under the criteria mentioned above, the Dividend Distribution Policy was not formulated by the Company.

27. Unclaimed Share Certificates

The Status of the unclaimed share certificates as on 31st March, 2024 has been mentioned in the report on Corporate Governance.(Refer point no. 15 of Corporate Governance report)

28. Cost Audit

The provisions of cost audit are not applicable on the Company.

29. Consolidated Financial Statement

The Company does not have any Subsidiary, Joint Venture and Associate Company. Hence, the preparation of Consolidated Financial statement is notapplicable to the Company. 30. Secretarial Auditor

The Board appointed ‘M/s Vishal Arora & Associates’, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24 pursuant to section 204 of the Companies Act, 2013. The Secretarial Audit report submitted by them in the prescribed form MR-3 is attached as per Annexure ‘E’ and forms part of this report.

The secretarial Audit report does not contain any qualification, reservation or adverse remark.

31. Internal Control System and their Adequacy

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

32. Risk Management

The Company has formally adopted a Risk Management Policy to identify and assess the Key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Board periodically reviews the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework.

33. Business Responsibility Reporting

Pursuant to Regulation 34 of SEBI (Listing Obligation and disclosure Requirement) Regulation, 2015, ‘Business Responsibility Reporting’ is applicable for top one thousand (1000) listed entities based on market capitalization calculated as on March 31^st of every Financial Year. The above reporting is not applicable to the Company as it is not covered under the criteria given in the said Regulation. Therefore, no disclosure has been made on the items covered under Business Responsibility Reporting.

34. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility are not applicable to the Company as per the criteria laid down under section 135 of the Companies Act, 2013.

35. Remuneration to Directors and Key Managerial Personnel

A statement of Particulars relating to remuneration details as per rule 5 of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 is annexed as per Annexure *F*

36. Statutory information

Being an Investment Company, there are no particulars which are required to be furnished under section 134 (3)(m) of the Companies Act, 2013 relating to Conservation of Energy and Technology Absorption, as these are not applicable. There were no foreign exchange earnings or outgo during the year.

37. Share Capital

The Equity share capital of the Company as at 31st March, 2024 stood at Rs. 99.80 lacs. During the year under report, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

38. Frauds Reported By Auditors Under Section 143(12) of Companies Act, 2013

The Statutory Auditors have not reported any incident of fraud to the Board of Directors

39. Code for Prevention of Insider-trading practices

The Company has placed a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct for Prevention of Insider Trading lays down guidelines advising the management and other connected persons, on procedures to be followed and disclosures to be made by them in dealing with the shares of the Company. The said code of Practices is also available on company’s website: www.pmltd.in.

40. Disclosures

a. No significant and material orders were passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations. Further, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one time settlement with any Bank or Financial Institution.

b. There were no material changes and commitments during the year under report.

c. There was no change in the nature of business during the year under report.

d. During the year under review, no complaints were reported to the Board under Sexual Harassment of wowpt-dtr: workplace (Prevention, Prohibition & Redressal) Act, 2013. luff _v3i\

The other relevant provisions/ sections of the Companies Act, 2013, are not applicable to the Company and therefore have not been reported above.

41. Appreciation

Your directors wish to thank and express their sincere appreciation to the valued shareholders, bankers and clients for their continued support and faith reposed in the Company

Respectfully submitted on behalf of the Board

Place: New Delhi

Dated: 28.05.2024