The Board of Directors hereby presents the 39th Annual Report on the business and
operations of your Company for the year ended 31^st March, 2025.

FINANCIAL RESULTS (Rs. in Lakhs)

DIVIDEND

The Board has not recommended any dividend for the year.

STATE OF THE COMPANY'S AFFAIRS

'Paragon Finance Limited' is a company engaged in the business of providing loans against
hypothecation of vehicles, Investment in Equity Market, Mutual Funds and Trading in
Derivatives.

The Income from Operation for the Financial year 2024-25 was Rs.279.85 Lakhs as
compared to Income from operations of Rs.363.24 in 2023-24. The Shareholders Funds as
on 31.03.2025 were Rs. 3017.18 Lakhs reflecting the inherent financial strength of the
Company.

The Financial Statements of your Company have been prepared in accordance with the
Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Indian

Accounting Standards (IND AS) and the relevant provisions of the Companies Act, 2013 and
rules made therein, as applicable and guidelines issued by the Securities and Exchange
Board of India (SEBI) and guidelines and circulars issued by the Reserve Bank of India from
time to time. 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.

RESERVE BANK OF INDIA (RBI) CLASSIFICATION

The Reserve Bank of India (RBI) has classified your Company as an 'NBFC - Investment and
Credit Company (NBFCICC)' within the overall classification of 'Non-Banking Financial
Institution'.

Pursuant to the “Master Direction - Reserve Bank of India (Non-Banking Financial Company
- Scale Based Regulation) Directions, 2023 issued by the Reserve Bank of India (RBI) on
October 19, 2023, the Company falls under the category of NBFCs - Base Layer (NBFC - BL)
entity.

PROMOTERS' GROUP SHAREHOLDING

As on March 31, 2025 , the total shareholding of the Promoters' Group of your Company is
70.73 per cent and none of the Promoter/Promoters' Group shareholding is under
pledge. Further, in compliance with Regulation 31(2) of SEBI Listing Regulations, 2015, the
entire shareholding of promoter(s) and promoter group is in dematerialized form.

Pursuant to the Share Purchase Agreement dated 25.07.2024 entered into by some of the
Promoters and the Promoter group of the Company, announced via detailed public
statement on 01.08.2024 and draft letter on 08.08.2024 for the proposed open offer for
change of management and control, the office of the Reserve Bank of India has rejected the
profile of the acquirers on 03.01.2025 due to which, consequently, the Company has
announced Termination of Share Purchase Agreement entered by the Promoters of the
Company to BSE on 22.03.2025.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates and
the date of this report.

EXTRACT OF ANNUAL RETURN

In terms of the Companies Act, 2013 as amended, the Annual Return is available on
https://www.paragonfinanceltd.com/fstatements.htm

DETAILS OF SUBSIDIARY/ASSOCIATE COMPANY/ JOINT VENTURE

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

DETAILS OF BOARD MEETINGS

During the year, 11 (Eleven) number of Board meetings were held as on 09.04.2024,

29.05.2024, 25.07.2024, 07.08.2024, 27.08.2024, 25.09.2024, 29.10.2024, 20.11.2024,

11.12.2024, 29.01.2025 and 14.02.2025. The other details have already been mentioned in
the Corporate Governance Report which forms a part of this Annual report.

COMMITTEES OF BOARD

The details of composition of the Committees of the Board of Directors are as under: -

1. Audit Committee

During the year, the Committee had met on 29.05.2024, 07.08.2024, 29.10.2024 and
14.02.2025

2. Nominat on & Remuneration Committee

During the year, the Committee had met on 13.09.2024 and 20.11.2024
3. Stakeholders Relationship Committee

During the year, the Committee had met on 11.06.2024, 19.10.2024 and 09.01.2025
Note: The name of Mrs. Parul Surana, Director, has been changed to Mrs. Parul Rajgaria. An
intimation letter in this regard was received from her on July 15, 2025.

Vigil mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil
mechanism for Directors and employees to report genuine concerns has been established.
To strengthen its policy of corporate transparency, the Company has established an
innovative and empowering mechanism for employees. Employees can report to the
management their concerns about unethical behavior, actual or suspected fraud or violation
of the Company's code of conduct or ethics policy.

Paragon Finance Limited, being a Listed Company has established a Vigil (Whistle Blower)
Mechanism and formulated a Policy in order to provide a framework for responsible and
secure whistle blowing/vigil mechanism. The Company is committed to adhere to the
highest standards of ethical, moral and legal conduct of business operations and in order to
maintain these standards, the Company encourages its employees who have concerns about
suspected misconduct to come forward and express these concerns without fear of
punishment or unfair treatment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provision of section 134 (3) (c) of the Companies Act, 2013 the Directors
give hereunder the Directors' Responsibility Statement relating to the Accounts of the
Company:

(1) In the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures;

(2) The Directors 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 as at March 31, 2025 and of
the Profit and Loss of the Company for the said period;

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

(4) The Directors had prepared the annual accounts on a going concern basis; and

(5) 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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Current Composition of the Board is an optimum mix of Executive and Non¬
executive Directors. Mr. Sanjay Kumar Gupta is the Chairperson and Whole-time Director of
the Company. Mr. Aloke Kumar Gupta is also the Executive Director. There are 3 Non¬
executive Independent Directors -

1. Mrs. Anny Jain

2. Mrs. Parul Rajgaria

3. Mr. Anshul Goenka

Mr. Sanjay Kumar Gupta is the Company Secretary and Mr. Aloke Kumar Gupta is the Chief
Financial Officer of the Company.

RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the
Risk Management Policy and the Audit Committee of the Board reviews the same
periodically.

The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to business objectives. Major risks identified by the business and functions are
systematically addressed through mitigating actions on a continuous basis. They are
discussed at the meetings of the board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. These are routinely tested and certified by
statutory as well as Internal Auditors. Significant Audit observations and follow up actions
thereon are reported to the Board. The Board of Directors review adequacy and
effectiveness of the Company's internal control environment and monitors the
implementation of audit recommendations.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director
under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of
independence laid down in section 149(6) of the Companies Act, 2013 and Clauses of SEBI
(LODR) regulations, 2015.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and Independent Directors to
maintain the independence of the board, and separate its functions of governance and
management. As on 31^st March, 2025, the board consists of five members, one of whom is

Chairperson, Executive or Whole time Director and KMP, one of whom is Executive Director
and KMP and three are Independent Directors. The Board periodically evaluates the need
for change in its composition and size.

The policy of the Company on Director's appointment and remuneration, including criteria
for determining qualifications' positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178 of the Companies Act, 2013 adopted
by Board is annexed to the Board's Report. We affirm the remuneration paid to the
Directors is as per the terms laid out in the nomination and remuneration policy of the
Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or courts or Tribunals
which impact the going concern status and Company's operation in future.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year 2024-25 from the
public/shareholders.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are
commensurate with the size and nature of business of the Company. Details are given in
Management Discussion & Analysis Report.

STATUTORY AUDITORS. THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s. Mandawewala & Co., Chartered Accountants (FRN: 322130E), Kolkata, Statutory
Auditors of the Company, shall hold office till the conclusion of the 41st Annual General
Meeting of the Company to be held in the year 2027.

Further, the report of the Statutory Auditors along with notes forming part of the
Company's accounts as given under Notes (No. 1 - 30) are enclosed to this report. The
observations made in the Auditors' Report are self-explanatory and therefore do not call for
any further comments.

INTERNAL AUDITOR

M/s. ASRK & Associates (FRN: 328681E) have been appointed as the Internal Auditor of the
Company.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 34 of the SEBI (LODR) Regulations, 2015, the
Cash Flow Statement for the year 2024-25 is annexed hereto.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under Section 186 of the Companies Act has
been given in Notes to Accounts.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website -
https://www.paragonfinanceltd.com/code.htm

Your Directors draw attention of the members to Note 27 to the financial statement which
sets out related party disclosures.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, Rupal Patel (Membership
No. F6275), Practicing Company Secretary has been appointed as Secretarial Auditor of the
Company. The report of the Secretarial Auditors is enclosed as Annexure 1 to this report.
The report is self-explanatory and do not call for any further comments.

The Board of Directors has carefully noted the observations made by the Secretarial Auditor
in their Report for the financial year ended 31st March, 2025 and like to state the following:

(1) Open offer withdrawal due to RBI rejection: The Company hereby confirmed that
the Acquirers have made Open Offer of to acquire 11,05,000 shares of the target
company, representing 26% of the paid-up capital of the Company on 25th July,
2024. Later on, the Company has withdrawn above mentioned open offer on 28th
March, 2025 due to RBI rejection for the want of insufficient Networth of acquirers.

(2) Non-filing of certain returns with RBI: The Company acknowledges that some of the
requisite returns were not filed with the Reserve Bank of India (RBI) within the
prescribed timelines. The delay was primarily on account of procedural and
technical issues. The Company has already initiated necessary steps to regularize
the pending filings and is strengthening its internal compliance mechanism to
ensure timely submission of all regulatory returns in future.

(3) Filing of MCA e-forms with additional fees: The Board notes that a few e-forms were
filed with additional fees due to delays. The delay was inadvertent and
unintentional and majorly due non-working of MCA portal. The Company has taken
corrective steps to streamline its compliance calendar and monitoring system so as
to avoid such occurrences going forward.

(4) Query/Clarification letters from Stock Exchanges: The Company has suitably
responded to the query/clarification letters received from the Stock Exchanges
during the review period. The Board would like to emphasize that no adverse action
has been initiated against the Company by the Stock Exchanges or SEBI in relation
to the same. The Company continues to maintain transparent communication with
the Regulators and is committed to prompt compliance.

The Board of Directors further assures the members that adequate internal control systems,
processes and monitoring mechanisms are in place to ensure compliance with all applicable
statutory and regulatory requirements. The Company remains committed to adopting best
corporate governance practices.

LISTING

The Company's shares are listed with BSE having nationwide trading terminal under SEBI
(ICDR) Regulations, 2009. The Listing fees to the Stock Exchanges for the year 2024-25 has
been paid. The address of the said Stock Exchange is as follows:

The Bombay Stock Exchange
Phiroze Jeejeebhoy Towers,

Dalal Street, Fort

Mumbai - 400001.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been annexed to this report in terms of Part B of
Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in
Annexure 2.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to 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 provided in Annexure 3 to this Report.

Pursuant to rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there is no such employee meeting the criteria under this rule.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements as set out by The Securities and
Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under
the SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The requisite
certificate from the Auditor confirming compliance with the conditions of Corporate
Governance is attached and is forming the part of the Annual Report.

DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO

The Company does not engage in any manufacturing activity so there is no consumption of
energy. The activities of the Company do not involve any technology absorption.

Foreign Exchange Earning and Outgo (In Lakhs)

Foreign Exchange Earnings NIL

Foreign Exchange outgo NIL

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 the corporate
governance requirements as prescribed under SEBI (LODR) Regulations, 2015 as amended
and Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors on the basis of the 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 the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration
Committee (“NRC”) reviewed the performance of the individual Directors on the basis of the
criteria such as the contribution of the individual Director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role.

ARCHIVAL POLICY

As per Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 every listed Company is required to formulate an Archival
Policy for the records which it maintains in Electronic Form. The said policy is available on
the Company's website at https://www.paragonfinanceltd.com/code.htm

ID FAMILARISATION PROGRAMME

Independent Directors have been given adequate Documents and Annual Reports so that
they get an understanding regarding the working of the Company.

The IDs have also met the stakeholders of the Company so as to get a detailed
understanding regarding the Business, which would enable them to form an Independent
view regarding the Company.

DEMAT SUSPENSE A/C

There are no shares in demat suspense account or unclaimed suspense account as on
31.03.2025.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the compulsory compliance of CSR u/s 135 of the
Companies Act 2013.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 201 3

The Company follows the provisions of POSH. There is a Committee at each of the
Company's Units for compliance of the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no incidences of
sexual harassment reported during the year under review.

The Company is committed to provide a safe and conducive work environment to its
employees. During the year under review, no case of sexual harassment was reported.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its
women employees in accordance with applicable laws.

DETAILS OF LITIGATIONS OF THE COMPANY

The details of the suits filed by the Company or filed against the Company which are still
pending to be decided by the Court are disclosed in Note No. 28 of Notes to Account. Please
refer the same for details.

The Company had made an application against a Financial Debtor under the Insolvency and
Bankruptcy Code, 2016 in the year 2019 under Case No. 1685/2019 which is under
consideration by the Hon'ble Division Bench of NCLT, Calcutta.

There is no instance of one-time settlement with any Bank or Financial Institution during
the financial year.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their grateful appreciation of the
cooperation and assistance received from the Company's customers, shareholders,
employees, brokers, dealers, banks, financial institutions and all others associated with the
Company.

Your Directors also thank the Central and State Governments, and other statutory
authorities for their continuous support.

On behalf of the Board of Director
Sd/-

Place: Kolkata Sanjay Kumar Gupta

Date: 30.08.2025 Whole-time Director

DIN-00213467