Your Directors have pleasure in presenting the 31^st Annual Report of your Company together with the Audited
Statements of Accounts for the year ended March 31. 2025.

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at R 702.92 lakh in comparison to last years' revenue of R 124.17 lakh. In term of Profit
before taxation, the Company has earned a Profit/(Loss) of R 82.52 lakh in comparison to last years' Profit/(Loss) of R 4.10
lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at R 48.49 lakh in comparison to last financial year's
Profit/(Loss) of R 1.34 lakh.

DIVIDEND

In view of meager profit, your Directors do not propose any dividend for the year under review.

SHARE CAPITAL & LISTING

The paid up Equity Share Capital as on March 31, 2025 was ? 10.001 Crore consisting of 1,00,00,100 Equity Shares of Rs.
10/- each. During the year under review, the Company has not issued any share with differential voting rights; nor granted
stock options nor sweat equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the
Company hold instruments convertible in to Equity Shares of the Company.

The Company's Equity Shares are listed on the BSE Limited ("BSE"). The Equity Shares are actively traded on BSE. The
shares of the Company are not suspended from trading from BSE platform.

CORPORATE GOVERNANCE

Your Directors believe that corporate governance is an ethically driven business process that is committed to values
aimed at enhancing the growth of your Company. The endeavour is to continue and move forward as a responsible and
sustainable Company in order to attract as well as retain talents, investors and to maintain fulfilling relationships with the
communities and take all possible steps in the direction to re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to
comply with the code of conduct framed for the Board and senior management under SEBI Listing Regulations and have
maintained high standards of corporate governance based on the principle of effective implementation of internal control
measures, adherence to the law and regulations and accountability at all levels of the organization.

Your Company's corporate governance practices are driven by effective and strong Board oversight, timely disclosures,
transparent accounting policies and high levels of integrity in decision making. The corporate governance report of the
Company for the Year Under Review as required under the applicable SEBI Listing Regulations is attached hereto and
forms part of this report. The requisite certificate from Statutory Auditors, M/s Rajesh Kumar Gokul Chandra &
Associates, Chartered Accountants, confirming compliance with the conditions of corporate governance is attached to
the corporate governance report.

GENERAL RESERVES

The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As
the General reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of
profit and loss.

STATUTORY RESERVES

Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the "RBI Act") and
related regulations applicable to those companies. Under the RBI Act, a non-banking finance company is required to
transfer an amount not less than 20% of its net profit to a reserve fund before declaring any dividend. Appropriation from
this reserve fund is permitted only for the purposes specified by the RBI.

During the year under review R 0.68 Lakh was transferred to General Reserve as per RBI guidelines.

IMPAIRMENT RESERVES

Impairment Reserve represents the reserve created pursuant to the per RBI circular dated March 13, 2020 on
'Implementation of Indian Accounting Standards'. Under the circular, where the impairment allowance under Ind AS 109
is lower than the provisioning required as per prudential norms on Income Recognition, Asset Classification and
Provisioning (including standard asset provisioning) the difference should be appropriated from the net profit to a
separate 'Impairment Reserve'. Withdrawals from this reserve is allowed only after obtaining permission from the RBI.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has
been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements 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 year ended March 31, 2025.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted
or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management
evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone
financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial
results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other
working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification, reservation however adverse remarks by Auditors for the year under review, have been
addressed below -

Explanations on comments by the Board in regard to remarks by Statutory Auditors under head “Emphasis of
Matters".

BUSINESS SEGMENT

Your Company is one of the RBI registered NBFC and is into the business of Finance & Investments in accordance with the
Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary, Associate and Joint Venture during the reporting period. The Company also
does not have any Subsidiary, Associate and Joint Venture Company who ceased to be Subsidiary, Associate and Joint
Venture during the year.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is
available on your Company's website at http://www.primecapitalmarket.in/Company Policies.aspx

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year,
were in the ordinary course of business and on an arm's length pricing basis in compliance of the requirements of the
provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related
parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form
AOC-2 in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting
Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions
are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the
Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the
website of the Company and is accessible at the website of the Company. None of the Directors has any pecuniary
relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with
Related Party Transactions which is available on its website at the link:
http://www.primecapitalmarket.in/Company Policies.aspx

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V
read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the
Directors' Report.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end
of the financial year and date of this report. There has been no change in the nature of business of the Company.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There has been no fundamental change in the nature of business of the Company during the year under review.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.

MEETING OF INDEPENDENT DIRECTORS

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI
LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on February 14,
2025 wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive
Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience,
independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of
focus or expertise of individual Board members have been highlighted.

Matrix setting out the skills/expertise/competence of the Board of Directors

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2024-25 are given in the
separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and
applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

There is no change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of the Board.

The details of programme for familiarization of Independent Directors with the Company, nature of the business
segments in which the Company operates and related matters are put up on the website of the Company

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Adarsh Purohit, Executive Director of the
Company, being longest in the office, retires by rotation at the ensuing annual general meeting and being eligible offers
himself for re-appointment. He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect
that he is not disqualified from being reappointed as a Director of the Company.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive
years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act
provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of
the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more
than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve
as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall
hold at least one meeting in a year, without the presence of non-independent directors and members of the management
and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons
of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management. The Independent Directors have confirmed that they have
complied with the Company's Code of Business Conduct & Ethics.

There was a change in the composition of Board during the current financial. Such change has been stated herein below-
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted
principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they
have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent
Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section
149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the
management.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of
the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has
carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board
performance was evaluated based on inputs received from all the Directors after considering criteria such as Board
composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the
committee members after considering criteria such as composition and structure of committees, effectiveness of
committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent
Directors, performance of the Board as a whole and that of the Chairman of the Board.

PERFORMANCE EVALUATION

During the Year Under Review, the formal annual evaluation of the performance of the Board, its committees and
individual directors was carried out, in the Company by the independent directors, and the Board, in compliance with the
Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time.

The performance of non-independent directors, Board as a whole and the chairman was done by the independent
directors of the Company. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

An indicative criterion of evaluation was circulated to the directors to facilitate such evaluation. Based on the feedback of
the directors and on due deliberations of the views and counter views, the evaluation was carried out in terms of the NRC
Policy and such indicative criterion. The Board sought the feedback of directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance
practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India.

The evaluation process endorsed the Board confidence in the ethical standards of the Company, the resilience of the
Board and the management in navigating the Company during challenging times, cohesiveness amongst the Board,
constructive relationship between the Board and the management, and the openness of the management in sharing
strategic information to enable Board to discharge their responsibilities and fiduciary duties.

FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarisation programme for the independent directors is customised to suit their individual interests and area of
expertise. The directors are usually encouraged to interact with members of senior management as part of the induction
programme. The senior management make presentations giving an overview of the Company's strategy, operations,
products, markets and group structure, Board constitution and guidelines, and the major risks and risk management
strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and
facilitates their active participation in overseeing the performance of the management.

The details of the familiarization program conducted during the Year Under Review can be accessed from Company
website https://www.primecapitalmarket.in/Company Policies.aspx.

NOMINATION & REMUNERATION POLICY

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets out the guiding
principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the
appointment as directors, key managerial personnel ("KMPs") and senior management personnel ("SMPs").

The NRC Policy has been framed with the objective-

a. to ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;

c. to adopt best practices to attract and retain talent by the Company; and

d. to ensure diversity of the Board of the Company

The NRC Policy specifies the manner of effective evaluation of performance of Board, its committees and individual
directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent
external agency and review its implementation and compliance. During the Year Under Review, there has been no change
in the NRC Policy.

The NRC Policy of the Company can be accessed at the website of the Company at
https://www.primecapitalmarket.in/Company Policies.aspx.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status
of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end
of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March 2025, all the applicable accounting standards
prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation
relating to material departures, if any;

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 March 31, 2025 and of the profit of the Company for the year ended on that date;

3. that the Directors have 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;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that 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; and

6. that 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.

BUSINESS RISK MANAGEMENT

As an NBFC, the Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock
Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and
down and thus can affect the profitability of the Company.

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks
helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes
periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is of the opinion that the
Company's internal financial controls were adequate and effective during FY 2024-25.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the
criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of
Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination
and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has
been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the
necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The
Company has disclosed the policy on the website of the Company link
https://www.primecapitalmarket.in/Company Policies.aspx

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and
enables the Company to be innovative.

AUDITORS
Statutory Auditors

Messrs Rajesh Kumar Gokul Chandra & Associates, Chartered Accountants, Kolkata (FRN No. 323891E) were
appointed as Statutory Auditors of the Company for a period of five consecutive years at the 29^th Annual General
Meeting (AGM) of the Members held on June 9, 2023 on a remuneration mutually agreed upon by the Board of
Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the Companies Act,
2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification
of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the
resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being
sought.

The Report given by M/s. Rajesh Kumar Gokul Chandra & Associates on the financial statement of the Company for
the FY 2024-25 is part of the Annual Report. The Notes on financial statement referred to in the Auditor's Report
are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any
qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not
reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section
134 (3) (ca) of the Act.

There is no audit qualification, reservation or adverse remark for the year under review, except the clarification on
emphasis of matters, as disclosed on Page number 20-21 of the Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Mr. Sanjay Kumar Vyas,
Company Secretaries in Practice (C. P. No. 21598) to undertake the Secretarial Audit of the Company for FY 2024¬
25. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as
Annexure II.

Further, the Appointment of Mr. Sanjay Kumar Vyas, Company Secretaries in Practice (C. P. No. 21598) is also
recommended to members at ensuing 31^s AGM for the term of next 5 years commencing from F.Y. 2025-26.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to
"Meetings of the Board of Directors" and "General Meetings", respectively.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by
Mr. Sanjay Kumar Vyas for the FY2024-25 has been submitted with stock exchanges.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/revised standard operating procedures. The Company's internal control system is
commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted
to M/s. Mahato Prabir & Associates, Chartered Accountant Firm, Kolkata (FRN - 325966E). The main thrust of
internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking
controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust Management
Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are
periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing
assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is attached as Annexure III to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment
during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company
received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing (NBFC activities) and investment activities in Shares and Securities;
the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under
section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to
be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 'V' and forms an integral part of this Report.
A statement comprising the names of top employees in terms of remuneration drawn and every persons employed
throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 'VI' and forms an integral part of this annual
report. The aforesaid Annexure is also available for inspection by Members at the Corporate Office of the Company, 21
days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees
hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the
Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report
under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

RBI DIRECTIONS

Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued by the RBI as applicable to
your Company as a systemically important non-deposit taking NBFC.

The Company has in place the system of ensuring compliance with applicable provisions of Foreign Exchange
Management Act, 1999 and rules made thereunder.

PUBLIC DEPOSITS

During the period under review, your Company did not accept / renew any deposits within the meaning of Section 73 of
the Companies Act, 2013 and the rules made there under and as such, no amount of principal or interest was outstanding
as on the balance sheet date. Further, The Company did not hold any public deposits at the beginning of the year nor has
it accepted any public deposits during the year under review.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of
the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors' Report are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer for the
Financial Year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of
frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate section on corporate governance practices followed by the Company, together with a certificate from
the Company's Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.

DETAIL OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the financial Year Under Review, neither any application is made by the Company nor any proceeding is pending
under the Insolvency And Bankruptcy Code, 2016.

OTHER DISCLOSURE

During the financial Year Under Review, disclosure with respect to details of 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 reason thereof is not applicable.

GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details
relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend,
voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;
(d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order
passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in
future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (g) instance of one-time
settlement with any bank or financial institution.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives,
projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of
India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Company's bankers, Members and employees of the Company for
the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the year. Our employees are
instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing
support.

Kolkata, September 4, 2025 By order of the Board

For PRIME CAPITAL MARKET LIMITED

S/d-

Corporate Office : Adarsh Purohit

P-27, Princep Street, 3^rd Floor DIN: 02950960

Kolkata-700 072 Managing Director