AGM Details

The 42nd Annual General Meeting of Paul Merchants Limited is scheduled to be held on Friday, September 18, 2026, at 12:00 Noon (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The meeting is being conducted virtually in compliance with MCA General Circular No. 03/2025 dated September 22, 2025, and earlier circulars. The deemed venue for the AGM is the Registered Office of the Company at DSM 335, 336, 337, 3rd Floor, DLF Tower, 15, Shivaji Marg, Najafgarh Road, New Delhi - 110015.

Ordinary Business

1. Adoption of Financial Statements: To receive, consider, and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, along with the Reports of the Board of Directors and Auditors thereon.

2. Adoption of Consolidated Financial Statements: To receive, consider, and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, along with the Report of the Auditors thereon.

3. Reappointment of Director: To reappoint Mr. Ritesh Vaid (DIN: 09433856), who retires by rotation and is eligible for reappointment, as a Director of the Company.

Special Business

4. Reappointment as Designated Whole Time Director: To reappoint Mr. Ritesh Vaid (DIN: 09433856) as Designated Whole Time Director of the Company for a term of 5 years from October 1, 2026, to September 30, 2031, with a remuneration term from October 1, 2026, to September 30, 2029.

Key Terms of Appointment for Mr. Ritesh Vaid:

  • Annual Remuneration: Within the range of ₹30.00 Lakhs to ₹50.00 Lakhs
  • Benefits: Annual Performance Bonus within the above range (as decided by Nomination and Remuneration Committee), Leave Encashment as per company policy, and Gratuity as per Payment of Gratuity Act
  • Performance Linked Incentive: Within the above range (as decided by Managing Director)
  • Service Contract Period: October 1, 2026, to September 30, 2031
  • Remuneration Period: October 1, 2026, to September 30, 2029
  • Notice Period: Three months' notice or equivalent remuneration for short notice
  • Severance Fee: None payable
  • Fixed Component: Salary
  • Increment: May be given by Managing Director within the approved remuneration range
  • Advance Against Salary: Up to six months' net salary may be allowed as per company policy
  • Expense Reimbursement: Official expenses will be reimbursed as per company policy

The resolution includes provisions for payment of remuneration even in case of absence or inadequacy of profits, subject to compliance with Companies Act, 2013, and Schedule V.

Financial Performance Context (As provided in Explanatory Statement)

The document provides financial performance data for context regarding director remuneration:

Standalone Basis (₹):

| Particulars | FY 2023-24 | FY 2024-25 | FY 2025-26 |

| Total Income | 65,30,04,13,372 | 33,47,25,01,927 | 20,86,93,83,139 |

| Profit after Tax | 26,12,47,765 | 5,90,98,015 | 13,19,14,170 |

Consolidated Basis (₹):

| Particulars | FY 2023-24 | FY 2024-25 | FY 2025-26 |

| Total Income | 65,08,56,23,160 | 33,37,93,16,041 | 21,14,44,98,729 |

| Total Profit after Tax | 54,62,56,080 | 63,83,54,913 | 2,68,74,18,364 |

Dividend Information

No dividend is proposed to be declared at the 42nd AGM for the financial year 2025-26.

As of March 31, 2026, the company has unclaimed/unpaid dividend amount pertaining to dividends declared for financial year 2019-20. The interim dividend pertaining to FY 2019-20 (declared on August 6, 2019), which remains unpaid or unclaimed, is due to be transferred to the Investor Education and Protection Fund (IEPF) on September 11, 2026.

Shareholding Information

As of the date of the report, there are no shareholders holding shares of the company in physical form. All shares are held in dematerialized form under compulsory demat trading.

Record Date and Voting Eligibility

The Register of Members and Share Transfer Books will remain closed from September 4, 2026, to September 10, 2026 (both days inclusive). Members holding shares as on the cut-off date of Friday, September 11, 2026, after closing hours, will be entitled to vote at the AGM.

E-Voting Process

The company has appointed Central Depository Services (India) Limited (CDSL) to provide remote e-voting facilities. The remote e-voting period begins at 9:00 AM IST on Tuesday, September 15, 2026, and ends at 5:00 PM IST on Thursday, September 17, 2026.

Mr. Kanwaljit Singh Thanewal, Practicing Company Secretary (F 5901), has been appointed as the Scrutinizer to conduct the remote e-voting process and e-voting at the AGM.

Director Background

Mr. Ritesh Vaid (DIN: 09433856) is 49 years old (as of August 2026) and has been associated with the company since 2008. He has served as Designated Whole Time Director since February 10, 2022. His qualifications include MBA-Marketing, Masters in Commerce, and Post Graduate Diploma in Business Management.

During FY 2025-26, he received total remuneration of ₹31,67,112/- comprising:

  • Salary and Perquisites: ₹28,56,108/-
  • Performance Bonus: ₹1,35,000/-
  • Leave Encashment: ₹81,000/-
  • Performance Linked Incentive: ₹95,004/-

Mr. Ritesh Vaid holds no equity shares in the company and has no other directorships in listed entities.

Rationale for Reappointment

The Board recommends reappointment based on:

  • Mr. Vaid's long-standing institutional expertise since 2008
  • His role in developing dealer network, branch network, and channel management
  • His responsibility for Compliance Management and PMLA mandate as Designated Whole Time Director
  • Satisfaction of "Fit and Proper" criteria as per RBI Master Directions
  • Arm's Length validation of remuneration terms by statutory auditors

Auditor Certification

Rajiv Goel & Associates, Chartered Accountants (Firm Reg. No. 011106N), have certified that the proposed remuneration to Mr. Ritesh Vaid is fair and at Arm's Length in accordance with Section 188 read with Section 177 of the Companies Act, 2013, and Regulation 23 of SEBI Listing Regulations.

Additional Information

The complete notice and annual report are available on the company's website at www.paulmerchants.net and on BSE Limited's website at www.bseindia.com.

Members can seek information or clarifications from September 12, 2026 (9:00 AM IST) to September 14, 2026 (5:00 PM IST) via email at investor.redressal@paulmerchants.net.