Paul Merchants Ltd

Book closure details

• Book closure: 4 September 2026 to 10 September 2026 (inclusive).
• Purpose: for the 42nd Annual General Meeting.
• Cut-off date: 11 September 2026 to determine voting entitlement.
• Event date: AGM to be held on 18 September 2026.
• Security: equity shares.

AGM notice and e-voting details

• 42nd AGM scheduled for Sept 18, 2026 at 12:00 IST via VC/OAVM.
• Notice and FY2025-26 Annual Report dispatched on Aug 20, 2026.
• Remote e-voting via CDSL available from Sept 15 to Sept 17, 2026.
• Cut-off date for voting rights is Sept 11, 2026.
• Mr. Kanwaljit Singh Thanewal appointed Scrutinizer for e-voting.
• Results of voting to be declared on Sept 19, 2026 at 2:00 PM.
• Results will be hosted on the company site, CDSL, and BSE.
• AGM is conducted through VC/OAVM in compliance with MCA circulars.

AGM notice and remuneration

• Notice for the 42nd AGM dispatched Aug 20, 2026; held on Sep 18, 2026 via VC/OAVM.
• Ordinary business includes adoption of standalone and consolidated financial statements for FY 2025-26.
• Ritesh Vaid retires by rotation and is proposed for re-appointment as Director.
• Special business seeks approval to designate Ritesh Vaid as WTD from 01-10-2026 for five years.
• Remuneration range proposed: Rs 30-50 Lakhs per annum, subject to three-year term.
• Total remuneration cap set within statutory limits; arm's-length certification obtained.
• Remuneration period defined as Oct 1, 2026 to Sep 30, 2029.
• Board/Committees recommended the re-appointment; shareholder approval required.
• No dividend is proposed for FY 2025-26 at the AGM.

Shareholder communication under Reg 36(1)(b)

• Communication under Regulation 36(1)(b) of LODR sent to shareholders on 20-08-2026.
• Agenda and resolutions details are not applicable for this communication.
• Annual Report 2025-26 and 42nd AGM notice available on the company website via PDF links.
• Web links provided: ANNUAL-REPORT-2026-42nd-AGM.pdf and PML-AGM-Notice-2026.pdf.
• Alternative copies available on request via investor.redressal@paulmerchants.net or Registrar, ramap@alankit.com.
• Registration of email addresses with Company/DP requested to receive communications.

AGM Details

• AGM scheduled for 18 September 2026 at 12:00 IST via VC/OAVM.
• Register/Book closure from 04-09-2026 to 10-09-2026; cut-off 11-09-2026.

Resolutions

• Ordinary Business: Adopt standalone financial statements for FY2025-26.
• Ordinary Business: Adopt consolidated financial statements for FY2025-26.
• Ordinary Business: Re-appoint Ritesh Vaid as Director, by rotation.
• Special Business: Re-appoint Ritesh Vaid as Designated Whole Time Director from 01-10-2026.
• Special: Remuneration Rs 30-50 Lakh; includes bonus, leave encashment, and incentive.
• Special: Term from 01-10-2026 to 30-09-2031; remuneration period 01-10-2026 to 30-09-2029.
• Special: Advance against salary up to six months’ net.
• Special: No severance fee.

Dividend

• No dividend is proposed for the 42nd AGM.

Director Changes

• Ritesh Vaid to be re-appointed as Director, retiring by rotation.
• Designated Whole Time Director appointment from 01-10-2026 to 30-09-2031.
• Remuneration period from 01-10-2026 to 30-09-2029.

Material Related Party Transactions

• Related party transaction: sale of travel products to Ritesh Vaid valued at Rs 12,500.

Financial highlights

• Standalone revenue from operations Rs 2,055.9 Cr; PAT Rs 13.19 Cr.
• Consolidated revenue from operations Rs 2,114.45 Cr; PAT Rs 268.74 Cr.
• Forex turnover Rs 2,039.75 Cr; travel and other services contribute modestly.
• Dividend declared for FY2025-26: Nil; no payout planned.
• Equity share capital Rs 308.40 Lakhs; fully paid; 100% dematerialised; no buyback.

Business mix & segment performance

• Forex turnover Rs 2,039.75 Cr; overseas student flows pressured volumes.
• Tours & Travels: Hotels Rs 3.04 Cr; other travel services Rs 2.10 Cr.
• International Money Transfer revenue Rs 24.58 Lakhs; minor but steady.
• Non AD-II business income Rs 3.89 Cr; diversification ongoing.
• Consolidated growth supported by PMFPL and allied subsidiaries.

Strategic developments

• RBI approves perpetual Authorised Dealer Category-II Licence on 3 Aug 2026.
• Paul Merchants Global Currency Card launched Oct 7, 2025 with Mastercard/Pine Labs.
• Gold Loan Business sold to L&T Finance Limited; initial tranche Rs 660.64 Cr.
• Final settlement: PMFPL received Rs 13.61 Cr in Q4 FY26; small balance payable.
• CFO transition: Mr. Sushil Jindal appointed CFO on Aug 13, 2026.

Governance & compliance

• Independent audit reports (Standalone/Consolidated) issued with unmodified opinions.
• Secretarial audit (including PMFPL subsidiary) completed; no qualifications.
• BSE penalty for Regulation 17(1A) withdrawn after director turnover in 2024-25.
• CSR policy updated; CSR spend Rs 52.97 Cr; 2% average net profit obligation identified.
• Vigil Mechanism in place; no whistleblower complaints during FY25-26.

Outlook & risks

• Outlook: FX volatility managed via treasury framework; digital forex card to stabilise revenue.
• Regulatory risk: FEMA regime changes; RBI policy shifts could affect distribution.
• Immigration/visa policy risk: reliance on overseas students; diversification toward corporate/travel channels.
• Competitive landscape: banks/fintechs intensify competition; ongoing product innovation required.
• Technology & cybersecurity: fortified IT infrastructure to mitigate data/privacy risk.

CSR & sustainability

• CSR expenditure Rs 52.96 million; average net profit basis calculated as Rs 50.98 million.
• Projects include healthcare, education, hunger alleviation, and skill development; outcomes disclosed in CSR report.
• CSR balance: Rs 49.01 million obligation; surplus/deficit managed per policy.
• CSR governance: CSR Committee chaired by an independent director; policy on monitoring disclosed.
• CSR impact on brand and stakeholder value highlighted in Management Discussion & Analysis.

Dividend and capital structure

• No dividend recommended for the year; retained earnings strengthen balance sheet.
• Equity capital unchanged at Rs 308.40 Lakhs; no share buybacks.
• Debt profile shows controlled borrowings; emphasis on liquidity and risk management.
• All shares are dematerialised; registrar Alankit assigned for transfers.
• AGM scheduled 18 September 2026; VC/OAVM in line with MCA Circulars.

AGM notice and book closure

• Intimation of the 42nd AGM, e-voting and book closure for FY 2025-26.
• AGM to be held Sept 18, 2026 at 12:00 IST via VC/OAVM.
• Notice along with Annual Report will be emailed to members with registered addresses.
• Physical copies of the Annual Report available on request via investor.redressal@paulmerchants.net.
• Remote e-voting from Sept 15, 2026 09:00 to Sept 17, 2026 17:00.
• Cut-off date for voting eligibility: Sept 11, 2026.
• Register of Members/Beneficial Owners closed Sept 4–Sept 10, 2026.
• AGM and AR available on company website, BSE and CDSL portals.
• Shareholders may update email IDs and KYC via ISR-1 or DP.
• Notice to physical shareholders requiring email, mobile, PAN updates per SEBI rules.