Your Directors have pleasure in presenting their 34^th Annual Report and the audited financial statements
for the financial year ended 31^st March 2025.

1. Financial Results

The summarized financial results for the financial year ended 31^st March 2025 are presented below:

• Performance Highlights

The Income during the financial year ended 31^st March 2025 is 2496.50 Lakhs compared to Rs. 2179.24
Lakhs. The profit for the year for the financial year ended 31^st March 2025 is Rs. 291.98 lakhs compared
to loss for the previous year Rs. -39.96 lakhs.

• Dividend and Reserves

Board of Directors of the Company does not recommend any dividend for the year under consideration.
No amount is transferred to General reserves for the financial year 2024-25.

• Share Capital

The Paid-up share Capital of the Company stood at Rs. 296297163 consisting of 296297163 equity shares
of Rs. 1/ each after rights issue.

During the year the Company has came up with rights issue of Rs. 379305734.00.

2. Change In Nature Of Business, If Any:

During the year under review there is no change in nature of business.

3. Finance & Accounts

The Company prepares its financial statements in accordance with the requirements of the Companies
Act 2013(hereinafter referred as "the Act" or "Act") and the Generally Accepted Accounting Principles
(GAPP) as applicable in India. The financial statements have been prepared on historical cost basis in
conformity with the Indian Accounting Standards ("Ind AS"). The estimates and judgments relating to the
financial statements are made on a prudent basis so as to reflect in a true and fair manner, the form and
substance of transactions and reasonably present the Company's state of affairs, profits and cash flows
for the financial year ended 31st March 2025.

4. NBFC registration with RBINBFC registration with RBI

During the year under report, the Company continues to be registered with RBI as an NBFC.

5. Subsidiaries and Associate Company

The Company is not a subsidiary of any company, nor does it have any subsidiaries and it has not entered
into any Joint Venture nor has any Associate Company during the year.

6. Statement on Annual Evaluation of Board, Committee and Its Directors

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing
Obligation & Disclosure Requirements) Regulation, 2015, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation of the working of its Audit,
Stakeholder Relationship and Nomination & Remuneration Committees. A separate exercise was carried
out to evaluate the performance of individual Directors who were evaluated on parameters such as level
of engagement and contribution, independence of judgment, safeguarding the interest of the Company
and its minority shareholders etc. The performance evaluation of the Independent Directors was carried
out by the entire Board. The performance evaluation of Non-Independent Directors was carried out by
Independent Directors. The Directors expressed their satisfaction with the evaluation process

7. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy
for selection and appointment of Directors, Senior Management and their remuneration. Remuneration
Policy is available on company's website www.profincapital.co.in.

8. Board of Directors

The Board of Directors of the Company is duly constituted.

Mr. Anupam Gupta retires by rotation and being eligible offers himself for reappointment. Appropriate
resolution for his re-appointment is being placed for the approval of the shareholders of the Company at
the ensuring AGM.

Mrs. Kinjal Vora was appointed as Additional Independent Director of the Company with effect from 31^st
December, 2024.

Mrs. Neelem has resigned from the post of Independent Director of the Company with effect from 13^th

December, 2024.

9. Directors of the Company

The following are the directors of the Company during the year under report.

10. Meetings of Board of Directors

The Meetings of the Board of Directors are scheduled well in advance and held at the Registered Office of
the Company at Borivali. The notice confirming the meeting and the detailed agenda is sent well in
advance to all the Directors.

During the year under report, the Board met 8 (Eight) times, following are the dated of Board meeting:

11. Audit Committee

The Audit Committee consists of two independent directors namely:

1) Mr. Nirmal Lunkar (Resigned from the company w.e.f 23^rd December, 2024)

2) Mrs. Kinjal Vora (Appointed on 31^st December, 2024)

3) Mr. Manav Kumar

4) Mr. Abhay Gupta

Mr. Nirmal Lunkar ceased to be director of the Company from 23^rd December, 2024 due to which the
company is required to reconstitute the committee. Mrs. Kinjal Vora appointed in place of Nirmal Lunkar.

During the year under report, the Committee met 05 (Five) times, following are the dated of
Committee meeting:

12. Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of two independent directors and directors,
namely:

1) Mrs. Kinjal Vora

2) Mr. Manav Kumar

3) Mr. Abhay Gupta

Mr. Nirmal Lunkar ceased to be director of the Company from 23 ^rd December, 2024 2024 due to which the
company is required to reconstitute the committee. Mrs. Kinjal Vora appointed in place of Nirmal Lunkar.

During the year under report, the Committee met Once, following are the dated of Committee
meeting:

13. Stakeholder Relationship Committee

The Stakeholder Relation Committee consists of three directors namely:

1) Mrs. Kinjal Vora

2) Mr. Manav Kumar

3) Mr. Abhay Gupta

Mr. Nirmal Lunkar ceased to be director of the Company from 23 ^rd December, 2024 2024 due to which the
company is required to reconstitute the committee. Mrs. Kinjal Vora appointed in place of Nirmal Lunkar.

During the year under report, the Committee met Once, following is the date of Committee meeting:

14. Internal Financial Controls:

The Company has adopted the policies and procedures 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 fraud and errors, the accuracy and completeness of the accounting records and timely
preparation of reliable financial disclosures.

15. Listing of shares on BSE

During the financial year under report, the equity shares issued by the company continue to be listed on
BSE. The Listed Capital of the Company is 296297163 at the face value of Rs. 1/- each.

16. Extract of Annual Return

The extract of Annual Return in Form MGT 9, as required in section 92 of the Companies Act, 2013, as at
31^st March 2025, can be accessed by clicking at the following linkwww.profincapital.co.in/downloads.php

17. Vigil Mechanism / Whistle Blower Policy

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Company has established a vigil mechanism to be known as the 'Whistle Blower Policy' for its Directors
and employees to report instances of unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization

of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases. Accordingly, 'Whistle Blower Policy' has been formulated
with a view to provide a mechanism for the Directors and employees of the Company to approach
Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework
to promote responsible and secure whistle blowing. It protects employees willing to raise concerns about
serious irregularities within the Company.

18. 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's 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. All Board Directors and the designated employees
have confirmed compliance with the Code. The Companies Code of Conduct is available on companies
Website www.profincapital.co.in/downloads.php

19. Particulars of loans, guarantees or investments by the Company

The particulars of loans are mentioned in the Auditors note relating to related party transactions during
the year.

20. Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the regulators or courts against the Company
during the year.

21. Material Changes Affecting the Financial Position of The Company:

There have not been any material changes and commitment affecting the financial position of the
Company during the financial year 2024-25.

22. Directors' responsibility statement

To the best of knowledge and belief and according to the information and explanation obtained by them,
your directors make the following statement in terms of section 134 (3) (c) read with section 134(5) of the
Companies Act, 2013 in preparation of the Annual Accounts for the year ended on March 31, 2025 and
state that:

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

(ii) 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 31^st
March 2025 and of the profit of the Company for the year ended on that date;

(iii) That the directors have taken proper and sufficient care 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;

(iv) That the annual accounts have been prepared on a going concern basis

(v) That the directors have devised proper systems to ensure compliance with the provisions of
all applicable law and that such systems were adequate and operating effectively

23. Statement On Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013
read with Rules and Regulation 16(1) (b) of SEBI (Listing Obligation and disclosure requirements)
Regulation, 2015 with the Stock Exchanges.

24. Statutory auditors

M/s. K S SUBRAHMANYAM & CO, Chartered Accountants, was appointed as a statutory auditors of the
Company in the board meeting held on 16.10.2024.

25. Cost Audit

The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicable to the company's
operations.

26. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the
Company has appointed JCA & Co., Practicing Company Secretary, to undertake the Secretarial Audit of
the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2024-25
has been annexed to this Report.

27. Internal control system and their adequacy

The Company has an effective internal control system commensurate with its size and scale of its
operations. The Audit Committee reviews the adequacy and effectiveness of the internal control systems
and suggests improvements, wherever required.

28. Environment and safety

The Company's operations do not pose any environmental hazards.

29. Statutory Information

(A) Conservation of energy: Not applicable

(B) Technology Absorption: Not applicable

(C) Foreign exchange earnings and expenses: Not applicable

30. Corporate Social Responsibility

In accordance with section 135 of the Companies Act, 2013, the provisions related to Corporate
Social Responsibility is not applicable to the company.

31. Related party transactions

All transactions entered with related parties for the financial year ended 31^st March 2023 were on arm's
length basis and in the ordinary course of business. Hence provisions of Section 188 of the Companies Act,
2013 are not attracted and disclosure in Form AOC 2 is not required. All related party transactions are
placed before the Audit Committee and the Board of Directors for approval. The related party transactions
during the year are disclosed in the Notes to the Accounts at appropriate place.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company has in place a Policy with respect to Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and has framed a Committee for implementation and
periodical review of such policy.

33. The required disclosures under the Companies (Appointment & Remuneration of Managerial
Personnel) Rules 2014 are given in annexure 1 which forms part of Report.

34. Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and the certificate from
company secretary confirming the Compliance of the conditions on the Corporate Governance as
stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs
C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are annexed to this Report.

35. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct
for prevention of Insider Trading and the Code for Corporate Disclosures (" Code"), as approved by the
Board from time to time, are in force by the Company. The objective of this Code is to protect the interest
of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider
trading activity by dealing in shares of the Company by its Directors, designated employees, and other
employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors,
Officers, designated employees, and other employees from trading in the securities of the Company at
the time when there is unpublished price sensitive information.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant and material orders passed by the regulators or courts or tribunal which would
impact the going concern status and the Company's operations in future.

37. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the
Companies Act, 2013

38. INSOLVENCY PROCEEDINGS

There was no application made by the Company or no proceedings are pending against the Company
under the Insolvency and Bankruptcy Code 2016 during the year.

39. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the
banks or financial institutions during the year.

40. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any amount to the Investor Education and Protection Fund

41. ACKNOWLEDGMENT

The Board of Director take this opportunity to thank all its shareholders, valued customer, banks,
government and statutory authorities, investor, and stock exchange for their continued support to the
company. Your directors wish to place on record their deep sense of appreciation for the committed
services by employees. Your directors acknowledge with gratitude the encouragement and support
extended by our valued shareholders and the Promoters of the Company.

For and on behalf of Board of Directors

Place: Mumbai Sd/-

Date: 02.09.2025 (Anupam N. Gupta)

Managing Director