On behalf of the Board of Directors, it is our pleasure to present the Twentieth
(20^th) Annual Report together with the Audited Financial Statements of your
Company (the “Company” or “PTC India Financial Services Limited/ PFS”) for
the financial year ended 31st March 2026.

1. Financial Highlights

The summarized financial results of your Company are given in the table below:

2. State of Company’s Affairs/ Performance

In FY 2025-26, the total income of the Company declined by 18.77%,
from Rs. 638.00 Crore in FY 2024-25 to Rs. 518.25 Crore. However, this
impact was significantly offset by a 30.08% reduction in finance costs,
which decreased to Rs. 224.49 Crore from Rs. 321.06 Crore in the previous
financial year. The spread on the earning portfolio (Stage I & II) declined
to 1.33% in FY 2025-26, compared to 1.92% in FY 2024-25. The Net
Interest Margin (NIM) on Stage I & II earning assets increased slightly to
4.49%, as against 4.25% in the previous year. EBITDA increased by 2.55%,
amounting to Rs 621.62 Crore in FY 2025-26 as compared to Rs 606.14
crore in FY 2024-25, other expenses reduced by 12.99%, amounting to Rs.
20.90 Crore in FY 2025-26 as compared to Rs. 24.02 Crore in FY 2024-25
and reduction in Impairment of financial instrument amounting to Rs.
(151.03) Crore in FY 2025-26 as compared to Rs (11.06) Crore in FY 2024¬
25. Total comprehensive income has increased by 48.41% from Rs. 215.42
Crore to Rs. 319.70 Crore, mainly due to reduction in impairment cost.

During the year, the Debt/ Equity ratio of the Company improved to
0.57 from 1.03 in FY 2024-25. Further, all outstanding borrowings in
FY 2025-26 are long-term borrowings. The Company is contemplating to
maintain majority of its borrowings in the form of long term credit lines to
have better ALM and cash flow. The Company has maintained sufficient

liquidity in the form of High Quality Liquid Assets (HQLA) as per RBI
guidelines and undrawn lines of credit to meet its financial obligations.
However, the Company is in the process of raising credit lines/funds to
improve the liquidity and achieve growth.

As at March 31, 2026, for loans under stage I and stage II, the management
has determined the value of secured portion on the basis of best available
information including book value of assets/ projects as per latest available
balance sheet of the borrowers, technical and cost certificates provided
by the experts and valuation of underlying assets performed by external
professionals appointed either by the Company or consortium of lenders. For
loan under stage III, the management has determined the value of secured
portion on the basis of best available information, including valuation of
underlying assets by external consultant/ resolution professional (RP) for
loan assets under IBC proceedings, sustainable debt under resolution plan,
claim amount in case of litigation and proposed resolution for loan under
resolution through Insolvency and Bankruptcy Code (IBC) or settlement.

In July 2025, the Company implemented an updated Expected Credit Loss
(ECL) Policy, effective from April 1, 2025, which has been duly reviewed
and adopted by the Audit Committee and approved by the Board of
Directors. This updated policy has been considered for the preparation of
financial results for all the quarters and annual accounts for the year ended
31st March 2026. The updated policy is duly amended wherever needed
in the accounting policy. The updated policy aims to enhance the accuracy
and reliability of credit loss provisioning by aligning it with various critical
parameters, including Borrowers’ repayment history, Past delinquency
trends, Internal credit ratings, Prevailing industry practices. This
harmonized approach ensures a more risk-sensitive and forward-looking
assessment of credit risk. However, the final impact of the expected credit
loss allowance will be influenced by the outcomes of ongoing borrower
resolutions, particularly those under the Insolvency and Bankruptcy Code
(IBC), which continue to evolve and may affect recoverable amounts. The
conclusive assessment of the impact in the subsequent period, related
to expected credit loss allowance of loan assets, is dependent upon the
circumstances as they evolve, including final settlement of resolution of
projects/assets of borrowers under IBC.

During the FY 2025-26, with the focused efforts of the management, the
portfolio quality improved. During the year, gross Stage III have decreased
from Rs. 711 Crore in FY 2024-25 to Rs. 190.03 Crore in FY 2025-26 and
net NPAs have decreased from Rs. 117 Crore in FY 2024-25 to Rs. 46.98
Crore in FY 2025-26. Further, the Company’s focus on enhancing business
resulted in disbursements increasing to Rs. 1,235 Crore in FY 2025-26
compared to Rs. 916 Crore in FY 2024-25, a growth of about ~35%.

The profit before tax (PBT) for FY 2025-26 stood at Rs. 389.70 Crore vis¬
a-vis Rs. 278.52 Crore in FY 2024-25. The profit after tax (PAT) for FY
2025-26 stood at Rs. 319.36 Crore against Rs. 217.05 Crore in FY 2024-25.

3. Net Owned Funds and Earnings Per Share (EPS)

The Net Owned Funds of the Company aggregated to Rs. 2,789.89 Crore
and the total Capital Funds aggregated to Rs. 2,803.80 Crore as at 31^st
March 2026. The percentage of aggregate risk weighted assets on the
balance sheet and the risk-adjusted value of off-balance sheet items to Net
Owned Funds is 66.63% as at 31^st March 2026.

EPS of the Company for FY 2025-26 stands at Rs. 4.97 per share in
comparison to Rs. 3.38 per share for FY 2024-25.

4. Reserves

Out of the profits earned during FY 2025-26, the Company has transferred
an amount of Rs. 63.87 Crore (cumulative as on Rs. 556.33 Crore) to
Statutory Reserve in accordance with the requirements of Section 45-IC of
the Reserve Bank of India Act, 1934.

5. Dividend

The Board of Directors has not recommended any dividend for the Financial Year 2025-26. Pursuant to Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the Company’s Policy on Dividend Distribution
is available at the web-link: https://www.ptcfinancial.com/cms/showpage/page/codes-policies.

6. Fixed Deposits/Public Deposits

Your Company has not accepted any deposits during the year from public in terms of provisions of Companies Act, 2013 (the “Act”). Further, at the end of the
financial year, there were no unclaimed, unpaid or overdue deposits. Also, the Board of Directors in its meeting held on 5th May 2026 has undertaken that the
Company will not accept any public deposits in future without prior permission of the Reserve Bank of India.

7. Capital Adequacy Ratio

The Capital Adequacy Ratio as on 31^st March 2026 stood at 66.63% compared to 59.65% as on 31^st March 2025. No adverse material changes affecting the
financial position of the Company have occurred during the financial year.

8. Material changes and commitments, if any, affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate (i.e. 31^st March 2026) and the date of the report. No adverse Material changes affecting the financial
position of the Company have occurred during the Financial Year.

9. Particulars of loans, guarantees and investments under Section 186 of the Act

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions relating to loans, guarantees, securities, and investments are not applicable to a
company engaged in the business of financing companies or providing infrastructural facilities in the ordinary course of its business. Accordingly, no disclosure
is required to be made by the Company in this regard. Further, details of the Company’s investments are disclosed in the relevant Notes to the Financial
Statements forming part of this Annual Report.

10. Share Capital/ Finance

During the period under review, there is no change in the capital structure of the Company. As on 31^st March 2026, the Authorized Share Capital (Equity
and Preference) of the Company stood at Rs. 20,00,00,00,000 comprising of 2,00,00,00,000 Shares of Rs. 10 each. The paid- up Equity Share Capital of the
Company stood at Rs. 6,42,28,33,350 comprising of 64,22,83,335 Equity Shares of Rs. 10/- each fully paid- up. No Preference Share is outstanding as on
31^st March 2026.

The promoter i.e. PTC India Limited continues to hold 64.99% of the paid-up share capital of the Company as on 31st March 2026. The equity shares of the
Company continue to be listed on the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”).

11. Details of Holding, Subsidiaries, Associates and Joint Ventures

Your Company continues to be the subsidiary of PTC India Limited. Further, the Company has two associate companies namely R.S. India Wind Energy
Private Limited and Varam Bio Energy Private Limited. The statement of performance and financial position of each of the associate companies is given in
Form AOC-1 as Annexure-I.

The policy for determining material subsidiaries of the Company can be accessed from the link: https://www.ptcfinancial.com/cms/showpage/page/codes-
policies.

The Company has fully provided for the diminution in the value of its investments in its associates, R.S. India Wind Energy Private Limited and Varam Bio
Energy Private Limited. Varam Bio Energy Private Limited is presently under liquidation. Accordingly, the Company has no further financial obligations in
respect of either of the aforesaid associates beyond the amount already invested.

The Company does not have any subsidiary or joint venture company. During the year under review, no entity became or ceased to be a subsidiary, joint venture
or associate of the Company.

12. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual
Return is available on the website of the Company at https://www.ptcfinancial.com/cms/showpage/page/agm.

13. Directors and Key Managerial Personnel

The composition of the Board as on 31^st March 2026 have been set-out in detail in the Corporate Governance Report which forms part of this Annual Report.
During the year under review, the following changes occurred in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Further, the Board of Directors appointed Shri Rajiv Malhotra (DIN:02383396) as an Additional Director in the category of Nominee Director (Nominated by

PTC) w.e.f. 8^th April 2026.

Additionally, Shri Balaji Rangachari (DIN:05197554) had tendered his resignation from the position of MD&CEO vide his communication dated 30^th March
2026 effective from 30^th June 2026 and accordingly, he ceased to be Director and MD&CEO of the Company w.e.f. 30^th June 2026. To ensure continuity
in leadership till the new MD&CEO is appointed, the Board of Directors re-designated Shri Rajiv Malhotra as MD&CEO (Addl. Charge) effective from 1^st
July 2026 to 30^th November 2026 i.e. till the date of his superannuation from PTC, liable to retire by rotation, which has been subsequently approved by the
members of the Company through Postal Ballot on 6^th July 2026.

Also, in accordance with provisions of the Act and Articles of Association of
the Company, Dr. Manoj Kumar Jhawar (DIN:07306454), Non-Executive
Chairman (Nominee of PTC), shall retire by rotation at the ensuing
Annual General Meeting (“AGM”) and being eligible, offers himself for
re-appointment. The Board recommend his re-appointment. A resolution
seeking shareholders’ approval for his re-appointment forms part of the
Notice of AGM.

14. Details of Board meetings

Seventeen (17) meetings of the Board of Directors were held during the year.
The details of the said meetings, including attendance of Directors, are set out
in the Corporate Governance Report which forms part of this Annual Report.

Further, the time gap between any two Board Meetings did not exceed
120 days in accordance with the provisions of the Act and the Secretarial
Standards-1 issued by the Institute of Company Secretaries of India.

15. Committees of Board of Directors

The Company has in place the following Board committees, as mandated
under the Companies Act, the SEBI Listing Regulations and the RBI
Directors/ Regulations, as applicable:

1) Audit Committee

2) Nomination and Remuneration Committee

3) CSR & ESG Committee (Corporate Social Responsibility Committee
was re-named as CSR & ESG Committee and assigned additional role
of ESG related matters w.e.f. 24^th June 2025)

4) Stakeholders’ Relationship Committee

5) Risk Management Committee

6) IT Strategy Committee

7) Wilful Default Review Committee and

8) Special Committee for monitoring and Follow-up of Fraud Cases
(SCBMF)

In addition to above committees, the Board constitutes committee(s), from
time to time, for specific purposes.

The details of the Committees, their meetings and other disclosures are set out
in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, the Board accepted all the recommendations
of its respective committees, which were mandatorily required.

16. Board Evaluation and Remuneration

Pursuant to the provisions of the Act, applicable rules made thereunder,
the SEBI Listing Regulations and the Performance Evaluation Policy of
the Company, an annual performance evaluation of the Board as a whole,

its committees and individual Directors was carried out for the financial
year ended 31^st March 2026. The evaluation was undertaken in accordance
with the framework and parameters specified in the Performance Evaluation
Policy of the Company. The evaluation of Board as a whole was conducted
during the year. The functioning and performance of the Committees of the
Board were also reviewed against their respective roles and responsibilities.
Further, the performance evaluation of individual Directors was carried out
in accordance with the applicable provisions of the Act and the SEBI Listing
Regulations. The Independent Directors, at their separate meeting, reviewed
the performance of the Non-Independent Directors, the Board as a whole
and the Chairperson of the Company and assessed the quality, quantity and
timeliness of flow of information between the management and the Board.

The Board follows a structured Performance Evaluation Policy, which
also guides the performance-linked remuneration for MD/WTDs to
maintain a balanced mix of fixed and variable pay. The Nomination &
Remuneration Committee reviews evaluation methodologies as needed,
seeks independent external advice as & when required and updates the
Policy to ensure alignment with Company needs.

Detailed disclosures regarding the annual evaluation process and framework
are provided in the Corporate Governance Report, which forms part of this
Annual Report.

17. Declaration given by Independent Directors

Pursuant to Section 149 of the Act and Regulation 16(1)(b) read with
Regulation 25 of the SEBI Listing Regulations, the Company has received
declarations from all Independent Directors confirming that they meet
the stipulated criteria of independence and they have also confirmed that
there has been no change in the circumstances affecting their status as
Independent Directors of the Company. Additionally, the Independent
Directors have affirmed compliance with the Company’s Code of Conduct
for the Board of Directors and Senior Management and the Code for
Independent Directors prescribed under Schedule IV to the Act.

In the opinion of the Board, all Independent Directors fulfill the conditions
specified under the Act, including the relevant Rules, Schedules & the
SEBI Listing Regulations and that they act completely independent of the
functional management.

All the Independent Directors of the Company have registered themselves
in the data bank maintained with the Indian Institute of Corporate Affairs,
Manesar (‘IICA’). In the opinion of the Board, all the Independent Directors
possess strong sense of integrity and have requisite skills, experience
(including proficiency), qualification and expertise as elaborated in the
Corporate Governance Report, which forms part of this Annual Report.

18. Corporate Social Responsibility

As a good corporate citizen, the Company is committed to ensuring its
contribution to the welfare of the communities in the society where it
operates, through its Corporate Social Responsibility (“CSR”) initiatives.

The Company’s Corporate Social Responsibility (“CSR”) Policy aims to
promote integrated and inclusive development of society in an economically,
socially and environmentally sustainable manner while recognising the
interests of all stakeholders. The Policy seeks to create meaningful and
lasting social impact through responsible and sustainable CSR initiatives
focused on addressing the evolving needs of communities, preserving
the environment, promoting sustainable development, supporting rural
development, encouraging innovation and stakeholder participation,
conserving energy, and reinforcing the Company’s commitment to
responsible corporate citizenship and compliance with the applicable
statutory and regulatory framework.

To attain its CSR objectives in a professional and integrated manner, PFS
undertakes the CSR activities as specified under the Act. The composition
of the CSR Committee, the details of meetings and attendance thereat are
summarized in the Corporate Governance Report, which forms part of this
Annual Report.

The CSR Policy is available on the website of the Company at:
https://www.ptcfinancial.com/cms/showpage/page/codes-policies.

Further, the Annual Report on CSR Activities/ Initiatives including
the CSR initiatives taken by the Company along with the details of the
Committee and other disclosures, as prescribed under the Act and Rules
made thereunder, is annexed herewith as Annexure-H to this Board’s
Report.

19. Vigil mechanism/Whistle Blower Policy

The Company is committed to conducting its affairs with fairness,
transparency, and adherence to the highest standards of professionalism,
integrity, honesty, and ethical conduct. In line with the provisions of the
Act and the SEBI Listing Regulations, the Company has put in place a
‘Whistle Blower Policy’ to provide a structured mechanism for employees
to report concerns related to unethical behaviour, actual or suspected
fraud, or violations of the Company’s Code of Conduct.

‘Whistleblowing’ is the confidential disclosure by an individual of any
concern encountered in the workplace relating to a perceived wrongdoing.
The policy is designed to enforce internal controls and provide a framework
for the detection, reporting, prevention, and appropriate handling of such
concerns. The policy ensures adequate safeguards against victimization
of Directors and employees who utilize this mechanism in good faith. It
also provides for direct access to the Chairman of the Audit Committee
in appropriate cases. The Policy ensures that strict confidentiality is
maintained whilst dealing with concerns and also that no discrimination
is made against any person.

During the year under review, no complaint was received under the
Company’s Whistle Blower Policy. Accordingly, no instance arose requiring
access to the Chairperson of the Audit Committee under the said Policy..
The Whistle Blower policy is available at: https://www.ptcfinancial.com/
cms/showpage/page/codes-policies.

20. Risk Management

Your Company has comprehensive ‘Risk Management Policy’ and requisite
framework. The Risk Management function is responsible for executing
the approved risk strategy, developing policies, procedures, and systems to
manage risks effectively under the supervision of Board and Board level
committees.

Given the nature of business and the regulatory landscape, your Company
is exposed to a spectrum of risks. Among our principal risks are credit,
liquidity, operational, cybersecurity, and technology risks. Moreover, the
operations encompass compliance and reputation risks. To manage these,
your Company has instituted an overarching risk appetite framework and
has implemented specific policies, limits, and triggers tailored to each risk
category to operationalize the Company’s risk appetite. The structured
management framework, the Internal Capital Adequacy Assessment
Process (ICAAP), etc. are designed to identify, assess, and manage all risks

that could significantly affect the business, financial position, or capital
adequacy of the Company.

Your Company has also an independent Internal Audit Function for
assessing the adequacy and effectiveness of all internal controls, risk
management practices, governance systems, and various processes. The
attention on non-financial risks were enhanced during the year. These
discussions encompass compliance, personnel, technology, reputation
risks, and others.

21. Nomination and Remuneration and Board Diversity Policy

As per the requirements of the SEBI Listing Regulations and the Act,
the Board of Directors of your Company has constituted a ‘Nomination
and Remuneration Committee’ and has in place Nomination and
Remuneration & Board Diversity Policy. The said Policy of the Company,
inter alia, lays down identification, selection and appointment of
Directors, Key Managerial Personnel and Senior Management Personnel,
their remuneration, Board diversity, evaluation of performance and
determination of qualifications, positive attributes and independence
of Directors, with the objective of attracting, motivating and retaining
competent talent while ensuring alignment with the Company’s long-term
strategic objectives and applicable legal and regulatory requirements.

The Nomination and Remuneration & Board Diversity Policy of the Company
is placed on the website of the Company and can be accessed at: https://www.
ptcfinancial.com/upload/pdf/Nomination%20and%20Remuneration.pdf

22. Directors’ Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134
read with section 134(5) of the Act, your Directors, to the best of their
knowledge confirm that:

(a) in the preparation of the annual accounts for the year ended 31st
March 2026, the applicable accounting standards had been followed
and there are no material departures from the same;

(b) they have 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 at the end of the financial year ended 31^st March 2026
and of the profit of the Company for that period;

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and
are operating effectively; and

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

23. Statutory Auditors, their Report and Notes to Financial Statements

The shareholders of the Company had at their 18^th AGM held on 12^th
September 2024, resolved to appoint M/s Ravi Rajan & Co. LLP (FRN:
009073N/N500320) as Statutory Auditors of the Company effective from
12^th September 2024 for a period of three (3) consecutive years from the
conclusion of the 18^th AGM till the conclusion of AGM to be held in
the year 2027 i.e., to conduct the statutory audit of the Company from
FY 2024-25 to FY 202C27.

Further, the Audit Report issued by the Statutory Auditors on the
Financials Statements (Standalone and Consolidated) of the Company for
FY 2025-26 is annexed to the Financial Statements, forming an integral part
of this Annual Report. The said Audit Reports are unmodified and there

are no qualification, reservation, adverse remark or disclaimer. Further, the
Auditors’ Report read along with notes to accounts is self-explanatory and
therefore does not call for further comments.

24. Secretarial Audit

Pursuant to provisions of Section 204 of the Act read with the rules
thereunder and Regulation 24A of the SEBI Listing Regulations, the
shareholders of the Company had at their 19th AGM held on 6th August
2025, resolved to appoint M/s Rohit Parmar & Associates, Practicing
Company Secretaries, to conduct the Secretarial Audit of the Company for
a term of five (5) consecutive years from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the financial year 2025-26 is annexed
herewith as Annexure-Ill. The said Secretarial Audit Report is unmodified
and there are no qualification, reservation, adverse remark or disclaimer.

Additionally, in compliance with Regulation 24A of the Listing
Regulations, the Annual Secretarial Compliance Report for the FY
2025-26, issued by M/s Rohit Parmar & Associates, Practicing Company
Secretaries, Secretarial Auditors of the Company, was timely filed with the
stock exchanges. The Annual Secretarial Compliance Report is available on
the Company’s website at www.ptcfinancial.com.

25. Frauds reported by the Auditors of the Company

During the year under review, the Statutory Auditors and the Secretarial
Auditors of the Company while performing their duties as such have
not found any fraud which was required to be reported to the Board of
Directors or Central Government under Section 143 of the Act.

26. Internal Financial Controls and Internal Auditor

The Internal Financial Controls with reference to the Financial Statements
are commensurate with the size and nature of business of the Company.

The Company has established procedures for an effective internal control.
The policies and procedures have been laid down with an objective to provide
reasonable assurance that assets of the Company are safeguarded from risks
of unauthorised use / disposition and the transactions are recorded and
reported with proprietary, accuracy and speed. These aspects are regularly
reviewed during internal audit and statutory audit. The Company has also
laid down internal financial controls which are commensurate with the
nature and size of the Company. During the year, such controls were tested
and no material weakness in their operating effectiveness was observed.

The Internal Auditor examines and evaluates the efficacy & adequacy of
internal financial controls & internal control system in the Company that
has been put in place to mitigate the risks faced by the organization and
thereby achieves its business objective. Broadly, the objectives of the project
assigned are:

• Review the adequacy and effectiveness of the transaction controls;

• Review the operation of the Control Supervisory Mechanisms;

• Recommend improvements in processes management;

• Review the compliance with operating systems, accounting procedures
and policies

The internal control and compliance is an on-going process. Based on
the findings and report of the internal auditor, process owners undertake
requisite corrective action that may be required in their respective areas
for further strengthening the controls and control environment. The
internal auditors also independently carry out the design evaluation and
testing of controls related to requirements of Internal Financial Controls.
The evaluation of design effectiveness and testing of controls for various
business activities, processes and sub-processes was carried out and found
satisfactory.

27. Cost Records and Cost Audit

The provisions of Section 148 of the Act read with Rules made thereunder
related to the maintenance of cost audit records and audit thereof are not
applicable to the Company.

28. Related Party Transactions

The Policy on Materiality of Related Party Transactions and also on dealing
with Related Party Transactions as approved by the Board is available on
the Company’s website at: https://www.ptcfinancial.com/cms/showpage/
page/codes-policies.

The Policy intends to ensure that proper reporting, approval and disclosure
processes are in place for all transactions between the Company and its
Related Parties. All Related Party Transactions are placed before the Audit
Committee for review and approval. Omnibus approval is obtained for
Related Party Transactions which are of repetitive nature and/ or entered
in the Ordinary Course of Business and are at Arm’s Length basis. All such
transactions of the Company with its related parties were placed before the
Audit Committee for review against pre-approval on quarterly basis.

During the year under review, all the transactions made with the Related
Parties were in the ordinary course of business and on an arm’s length
basis and were not material in nature, hence there is no requirement of
annexing ‘Form AOC-2’ with this Report in accordance with the provisions
of Section 134(3)(h) of the Act.

The disclosures pertaining to the related party transactions, in accordance
with Ind AS-24, have been provided in the relevant Notes to Financial
Statements forming part of this Annual Report.

29. Employees’ Stock Option Scheme

The Shareholders’ approval was obtained at the Annual General Meeting
held on 27^th October 2008 for introduction of Employee Stock Option
Plan at PTC India Financial Services Limited. All the ESOPs made under
the Employees’ Stock Option Scheme-2008, have been surrendered and as
on date, no claim is outstanding.

30. Human Resources

The Company has a highly committed, loyal and dedicated team. The
Company promotes an atmosphere which encourages learning and
informal communication within the organisation. The Company is having
Performance Management System to objectively measure the performance
of the individual and the organization. The overall remuneration structure
is linked with such system.

Regular employee strength as on 31st March 2026 stood at 52, consisting of
40 male employees and 12 female employees.

The Company continues to comply with the applicable labour and
employment laws and has undertaken appropriate measures to align
its policies, processes and practices with the applicable regulatory
requirements, including those arising from the implementation of the new
Labour Codes, as applicable. The Management has assessed the impact of
the regulatory changes and, wherever material, the consequential financial
implications have been appropriately considered and disclosed in the
financial statements.

The Company remains committed to providing a safe, secure and healthy
workplace for its employees and continues to maintain appropriate
occupational health and safety standards in compliance with the applicable
statutory and regulatory requirements.

31. Industrial Relations

Your Company has always maintained healthy, cordial and harmonious
industrial relations at all levels. Despite competition, the enthusiastic efforts
of the employees have enabled the Company to operate at a steady pace.

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

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace in compliance with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“ICC”) as specified under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment
of Women at Workplace Act (“POSH”).

During the year under review, no complaints of sexual harassment were reported to the Committee, nor any complaints were pending at the beginning or at
the close of the financial year.

The requisite details mandated by POSH are provided in the Corporate Governance Report, which is part of this Annual Report.

33. Particulars of Employees

The information pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The percentage increase in remuneration of each Director and Key Managerial Personnel during the financial year 2025-26 and ratio of the remuneration
of each Director to the median remuneration of the employees of the Company for the financial year 2025-26:

Notes:

1. Being nominees of PTC India Limited, the holding company, no sitting fees was paid to Dr. Manoj Kumar Jhawar and Shri Pankaj Goel. The sitting
fees for attending the meetings by these nominees were paid to PTC India Limited

2. The % increase of remuneration is provided only for those Directors and Key Managerial Personnel, who have drawn remuneration from the
Company for full FY 2024-25 and FY 2025-26 as Directors or Key Managerial Personnel.

3. The ratio of remuneration to median remuneration is provided only who have drawn remuneration from the Company for full FY 2025-26 as
Directors or Key Managerial Personnel.

4. Remuneration of Non-Executive Directors consists of sitting fees only.

B. 52 permanent employees are on the rolls of Company as at 31^st March 2026 as against 43 employees as on 31^st March 2025;

C. The percentage increase in the median remuneration of on-roll employees in FY 2025-26 was 10.04%;

D. The average fixed annual salary of employees, employed throughout the years, other than managerial personnel recorded an increase of 12% in FY 2025-26
over corresponding fixed annual salary of employees drawn by them during FY 2024-25. The comparison between percentile increase in the salaries of
employees (other than managerial employees) and the percentile increase in the salary of managerial personnel is not provided as the managerial personnel
who were employed throughout the FY 2025-26 were not employed throughout the FY 2024-25. There were no managerial personnel who were employed
throughout the periods in FY 2024-25 and FY 2025-26. Remuneration to managerial personnel has been paid in accordance with the resolutions duly
approved by the Board of Directors and the Shareholders, as applicable.

E. Particulars of Top 10 employees in terms of remuneration during FY 2025-26

Notes:

1. None of the above is a relative of any other Director or Manager of the Company.

2. None of the above hold any shares in the Company except Shri Avijit Kishore who was holding 3000 equity shares as on 31st March 2026.

F. It is affirmed that:

i. The remuneration is as per the remuneration policy of the Company;

ii. There are no employees who are in receipt of remuneration in excess of the highest paid Director during the year and holds by himself or through
his/ her relatives not less than two percent of equity shares; and

iii. Save as otherwise provided above, there are no personnel who are;

a. in receipt of remuneration aggregating not less than Rs.1,02,00,000 per annum and employed throughout the financial year; and

b. in receipt of remuneration aggregating not less than Rs. 8,50,000 per month and employed for part of the financial year.

34. Corporate Governance Report

Governance is a strategic imperative that drives the Company’s vision and sustains its long-term success. At PFS, good governance is deeply embedded in our
organizational culture, where ethical conduct and robust corporate practices form the cornerstone of all operations. The Company remains steadfast in its
commitment to serving the interests and aspirations of all stakeholders by continuously fostering a culture of transparency, integrity and accountability.

The Company is committed to maintain the highest standards of corporate governance beyond the corporate governance requirements set out by Securities
and Exchange Board of India (“SEBI”). A separate report on Corporate Governance along with certificate from M/s Rohit Parmar & Associates, Practicing
Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, forms part of this Annual
Report.

35. Management Discussion and Analysis

The Management Discussion and Analysis comprising an overview of the financial results, operations/ performance and the future prospects of the Company,
forms part of this Annual Report.

36. Business Responsibility & Sustainability Report

Pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report describing the initiatives taken by the
Company from an environmental, social and governance perspective in the format as specified by the SEBI is attached herewith as Annexure- IV.

37. Details of conservation of energy, technology absorption

Having regard to the nature of the Company’s business activities, the particulars relating to conservation of energy and technology absorption prescribed under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not material. Nevertheless, the Company is
committed towards conservation of energy and climate action. It focuses on improving energy efficiency, increasing the use of renewable/ alternate source of
energy.

38. Foreign Exchange earnings & outgo

For the financial year ended 31^st March 2026, interest expenditure in
foreign currency stood at Rs. 0.38 Crore (down from Rs. 2.31 Crore in
the previous financial year), while foreign currency borrowing repayments
totaled Rs. 12.54 Crore (compared to Rs. 16.72 Crore in the previous year).

39. Significant and material orders

There were no significant or material orders passed by Regulators or Courts
or Tribunals impacting the going concern status and the Company’s future
operations.

40. Transfer of Amounts to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, the dividend amounts
which have remained unpaid/ unclaimed for a period of seven consecutive
years from the date of transfer to unpaid/ unclaimed dividend account have
been transferred by the Company to the Investor Education and Protection
Fund (“IEPF”) established by the Central Government under Section 125
of the Act. The details of the unpaid/ unclaimed dividend amount which
will be transferred to the IEPF in the subsequent years are available on the
website of the Company at https://www.ptcfinancial.com/cms/showpage/
page/equity. Further, according to the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, the shares in respect of which dividend
have not been paid or claimed by the members for seven consecutive years
or more are also required to be transferred to the demat account of the
IEPF Authority. Accordingly, during the financial year under review,
the Company has transferred 64,630 equity shares and Rs. 2,86,323 as
unclaimed dividend to IEPF Authority.

Shri Manohar Balwani, Company Secretary and Compliance Officer and
Shri Govinda Garg, Assistant Vice-President - Company Secretariat, act as
a Nodal Officer and Deputy Nodal Officer of the Company, respectively
for the purposes of verification of claims and coordination with IEPF
Authority pursuant to the IEPF Rules.

41. Maternity Benefit Act, 1961

The Company is committed to fostering an inclusive and equitable
workplace and complies with the provisions of the Maternity Benefit Act,
1961 and the rules made thereunder, as applicable. Eligible employees are
provided maternity benefits and related entitlements in accordance with
the applicable statutory provisions and the Company’s policies.

42. Compliance with Applicable Secretarial Standards

Save as otherwise provided in Secretarial Audit Report forming part of this
report, during the period under review, the Company has complied with the
provisions of the Secretarial Standard-1 (Secretarial Standard on meeting of
the Board of Directors) & Secretarial Standard - 2 (Secretarial Standard on
General Meeting) issued by the Institute of Company Secretaries of India
and approved by the Central Government under Section 118(10) of the
Act.

43. General

Your Directors state that there are no disclosure(s) or reporting(s) in respect
of the following items, as there were no transactions on these items during
the year under review:

• Issue of equity shares with differential rights as to dividend, voting or
otherwise;

• Issue of shares (including sweat equity shares) to employees of the
Company under any scheme;

• Neither Managing Director nor the Whole time Directors of the
Company receive any remuneration or commission from any other
Company.

• No change in the nature of the business of the Company happened
during the financial year under review.

No application or proceeding was initiated by or against the Company
under the Insolvency and Bankruptcy Code, 2016 during the financial
year, and no such application or proceeding was pending as on March

31, 2026.

• There were no instances of one time settlement which require
valuation from Banks or Financial institutions.

• There was no voluntary revision of the Financial Statements or the
Board Report.

• The Company does not have any scheme of provision of money for
the purchase of its own shares by employees or by trustees for the
benefit of employees.

• The Company does not have any shares in unclaimed suspense demat
account.

44. Acknowledgement

Your Board of Directors acknowledge and place on record their appreciation
for the assistance, co-operation and encouragement extended to the
Company by PTC India Limited, the holding company, the Government
of India, Reserve Bank of India, Securities and Exchange Board of India,
National Stock Exchange of India Limited and BSE Limited.

The Company is also thankful to the Statutory Auditors, the Secretarial
Auditor and the bankers/ financial institutions for their constructive
suggestions and co-operation.

Your Directors would also like to convey their gratitude to the shareholders,
investors, clients and customers for their unwavering trust and support.
Last but not the least, the Directors would like to thank the officials of the
Company for their continuing support and contribution in ensuring all
round performance.

For and on behalf of the Board

PTC India Financial Services Limited

Dilip Srivastava Rajiv Malhotra

Director (Finance) & CFO MD & CEO (Addl. Charge)

DIN:09470633 DIN:02383396