Directors Report of Mkventures Capital Ltd.

Mar 31, 2025

Your directors have the pleasure in presenting the Thirty-Fourth Directors’ Report of the Company on the business and
operations together with the audited results for the year ended March 31, 2025.

FINANCIAL PERFORMANCE

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	2,752.07	4,139.79	2,768.75	4,152.53
Total Operating Expenses	1,095.24	281.53	1,096.76	281.90
Profit before Interest, Depreciation, Taxation	1,656.83	3,858.26	1,671.99	3,870.63
Interest	321.86	978.11	321.86	978.11
Depreciation	37.53	7.83	37.53	7.83
Profit before Taxation	1,297.44	2,872.32	1,312.60	2,884.69
Tax Expenses	359.73	764.12	363.55	767.29
Net Profit for the year	937.70	2,108.20	949.05	2,117.40
Earnings Per Share
Basic (in Rs.)	24.40	55.22	24.69	55.46
Diluted (in Rs.)	24.40	55.22	24.69	55.46

REVIEW OF FINANCIAL PERFORMANCE

During the year under review, your Company’s standalone total revenue was Rs. 2,752.07 Lakhs as against Rs. 4,139.79
Lakhs of the corresponding previous year, a decrease of 33.53% on a Y-o-Y basis. The company has conservatively
provided for 80% of the exposure, with confidence that a significant portion of the provision will be reversed upon
recovery. Management reaffirmed their commitment to restoring and maintaining strong asset quality. Your Company
has recorded a Net Profit After Tax of Rs. 937.70 Lakhs against Rs. 2,108.20 Lakhs of the corresponding previous year,
registering a Y-o-Y degrowth of -55.50%.

DIVIDEND

Pursuant to the decision of the Board of Directors of the Company on August 07, 2025, your Company had proposed
and approved a Final dividend of Re. 0.25/- per equity share, i.e. 2.5% on the face value of Rs. 10/- each for the
financial year 2024-25, (subject to approval of shareholders) to those members whose names appeared on the Register
of Members as on September 19, 2025, being the record date fixed for the said purpose.

Directors of your Company have decided after considering all the relevant factors, that this would be the full and final
dividend for the financial year 2024-25.

CHANGES IN THE SHARE CAPITAL OF THE COMPANY

i. Authorized Share Capital: During the year under review, there was no change in the Authorized Share Capital
of the Company.

ii. Paid-up Share Capital: During the year under review, there was no change in the paid-up share capital of the
Company.

DEPOSITS

In the Financial Year 2024-25, the Company has not accepted any deposits and there is no amount remaining outstanding
towards repayment of principal or payment of interest on deposits as on March 31, 2025.

TRANSFER TO RESERVES

During the year under review, there was no amount which has been transferred to reserves.

COMPANY OVERVIEW

MKVentures Capital Limited (“Company”) is a Listed Company, incorporated on January 17, 1991, in India, having
its registered office at 11^th Floor, Express Towers Nariman Point, Mumbai - 400 021, Maharashtra. The Company
is registered with the Reserve Bank of India (‘RBI’) as an Non-Banking Financial Company-Non-Deposit taking
Systemically Important (‘NBFC-ND-SI’) vide registration certificate No: 13.00690

The Company provides financial services through simple processes and procedures in sanction and disbursement of
credit as well as timely, friendly, and flexible terms of repayment aligned to the unique features of its clientele.

The company has reported Rs. 9.38 Cr of profit after tax in FY 25 vs 21.08 Cr of Net profit in FY24 registering a
degrowth of -55.50%.

The company has been taking conservative steps in FY 25 to recalibrate growth in near term on both asset and
liability side. Our focus is to build a sustainable growth trajectory for asset/liability side within regulatory framework.
Accordingly, the company has repaid its entire borrowings in FY 25 and had NIL debt outstanding as of March 31, 2025.
Loan book came down from ~69.50 Cr to —53.11 Cr as of FY25 end.

Going forward, our focus is to strengthen the NBFC business by way of raising growth capital, strengthening senior
management team and board of directors. We would like to foray into newer business segments including alternative
asset management along with the focus on building the liability side in a calibrated manner.

INDUSTRY STRUCTURE AND DEVELOPMENT

NBFCs play a critical role within the entire financial space in meeting the vast funding needs of the country and
significantly contributing to the overall economic growth of the nation.

Last year was challenging for the NBFC sector, as it navigated multiple headwinds — including higher delinquencies in
unsecured loans (especially MFI), tight liquidity, and increased regulatory oversight. As a result, management adopted
a more conservative approach to growth, and net borrowings declined substantially by the end of FY25.

Management continues to remain cautious on growth and will recalibrate strategy as and when signs of stability emerge
and macro environment improves.

Key challenges for NBFC sector continues to be on the liability side. Co-lending has emerged as a key source of funding
for lot of NBFCs and we expect this trend to continue. Cost of capital continues to be on the higher side with deposit
mobilization becoming increasingly difficult for banks. Increase in risk weights for NBFC lending for banks is an
additional headwind from liability side.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles
and complies with the accounting standards issued by the Institute of Chartered Accountants of India.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

Board of Directors

The Board of the Company has an optimum combination of executive and non-executive directors (including an
Independent Woman Director). The Board’s composition is in conformity with the extant applicable provisions of the
Companies Act, 2013 (‘Act’) and SEBI (LODR) Regulations, 2015. The Board of the Company represents an optimal
mix of professionalism, knowledge and experience.

Further, the Independent Directors on the Board of the Company are highly respected for their professional integrity
as well as their rich experience and expertise. The Board provides leadership and strategic guidance and discharges its
fiduciary duties of safeguarding the interest of the Company and its stakeholders.

a) Composition of the Board of Directors, and list of KMPs

Board of Directors

The Board of Directors of the Company comprised of the following Directors:

Sr. No.	Name	Designation	Date of Appointment
1.	Mr. Madhusudan Murlidhar Kela	Managing Director	March 10, 2022
2.	Mr. Sumit Bhalotia	Non-Executive, Non-Independent Director	March 27, 2022
3.	Mr. Sanjay Malpani	Independent Director	March 27, 2022
4.	Mr. Rajeev Krishnamuralilal Agarwal	Independent Director	May 30, 2023
5.	Mrs. Shruti Mimani	Independent Director	May 30, 2023
6.	Mr. Siddharth Agrawal	Independent Director	May 30, 2023

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the Company had all the three
KMPs in place during the year under review:

Sr. No.	Name	Designation	Date of change during the year, if applicable
1.	Mr. Madhusudan Murlidhar Kela	Managing Director	--
2.	Mr. Rashmee Purushottam Mehta	Chief Financial Officer	Resigned with effect from February 05, 2025
3	Mr. Shyam Jaju	Chief Financial Officer	Appointed with effect from February 05, 2025
4.	Mr. Sanket Dilip Rathi	Company Secretary & Compliance Officer	--

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees to effectively discharge their functions and
responsibilities in compliance with the requirements of applicable laws and as a part of the best corporate governance
practices. The terms of reference and the constitution of these Committees are in compliance with the applicable laws.
The Committees of the Board are as under:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Asset Liability Management Committee

g) Finance Committee

h) Investment Committee

i) Share Transfer Committee

The details with respect to the composition, roles, terms of reference, etc. of the aforesaid committees are given in
detail in the ‘Corporate Governance Report’ which forms part of this Report. The dates on which meetings of Board
Committees were held during the financial year under review and the number of meetings of the Board Committees that
each Director attended is provided in the ‘Corporate Governance Report’. The minutes of the Meetings of all Committees
are circulated to the Board for discussion and noting. During the year, all recommendations of the Committees were
approved by the Board.

SI. No.	Name of Committee	Name of Member	Category	Date of Appointment
a.	Audit Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee	May 27,2022
		Mrs. Shruti Mimani	Independent Director, Member	May 30, 2023
		Mr. Madhusudan Kela	Managing Director, Member	May 27,2022
b.	Nomination and Remuneration Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee	May 27,2022
		Mrs. Shruti Mimani	Independent Director, Member	Aug 04, 2023
		Mr. Sumit Bhalotia	Non-Executive Director, Member	May 27,2022
c.	Stake Holders Relationship Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee	May 27,2022
		Mr. Sumit Bhalotia	Non-Executive Director, Member	May 27,2022
		Mr. Madhusudan Kela	Managing Director, Member	May 27,2022
d.	Corporate Social Responsibility	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee	Aug 04, 2023
		Mr. Madhusudan Kela	Managing Director, Member	Aug 04, 2023
		Mrs. Shruti Mimani	Independent Director, Member	Aug 04, 2023
e.	Risk Management Committee	Mr. Rajeev Agarwal	Independent Director, Chairperson of the Committee	Aug 04, 2023
		Mr. Madhusudan Kela	Managing Director, Member	Aug 04, 2023
		Mr. Sanjay Malpani	Independent Director, Member	Aug 04, 2023
f.	Finance Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee	November 12, 2022
		Mr. Madhusudan Kela	Managing Director, Member	November 12, 2022
		Mr. Sumit Bhalotia	Non-Executive Director, Member	November 12, 2022
g.	Asset Liability Management Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee	Aug 04, 2023
		Mr. Madhusudan Kela	Managing Director, Member	Aug 04, 2023
		Mr. Sumit Bhalotia	Non-Executive Director, Member	Aug 04, 2023
h.	Investment Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee	Aug 04, 2023
		Mrs. Shruti Mimani	Independent Director	Aug 04, 2023
		Mr. Sumit Bhalotia	Non-Executive Director, Member	Aug 04, 2023
i.	Share Transfer Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee	November 12, 2022
		Mr. Madhusudan Kela	Managing Director, Member	November 12, 2022
		Mr. Sumit Bhalotia	Non-Executive Director, Member	November 12, 2022

The Composition including the role, terms of reference and the powers of aforesaid committees are in conformity with
the requirement of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

(a) Number of meetings of the Board of Directors and various Committees

During the year under review, the Board, Committees of the Board and Independent Directors met on multiple
occasions to discuss, decide and give directions on various issues concerning the Company’s business and the
matters incidental thereto.

Details of the meetings held during the year are as under:

Sr. No.	Type of Meeting	Number of meetings	Dates
1	Board Meetings	4	May 30, 2024 August 09, 2024 November 12, 2024 February 05, 2025
2	Audit Committee Meetings	4	May 30, 2024 August 09, 2024 November 12, 2024 February 04, 2025
3	Nomination and Remuneration Committee Meetings	1	February 04, 2025
4.	Stakeholder Relationship Committee Meeting	1	February 04, 2025
5.	Corporate Responsibility Committee Meeting	2	August 09, 2024 February 04, 2025
6.	Risk Management Committee Meeting	4	May 30, 2024 August 09, 2024 November 12, 2024 February 05, 2025
7.	Finance Committee Meetings	1	February 28, 2025
8.	Share Transfer Committee Meetings	10	June 18, 2024 July 25, 2024 August 27, 2024 October 23, 2024 October 31, 2024 November 15, 2024 December 20, 2024 January 07, 2025 January 16, 2025 March 28, 2025
9.	Asset Liability Management Committee Meeting	4	May 30, 2024 August 08, 2024 November 12, 2024 February 04, 2025
10.	Investment Committee	4	May 28, 2024 August 08, 2024 November 11, 2024 February 04, 2025
11.	Independent Directors Meeting	1	February 05, 2024

Note:

• The number and frequency of aforesaid meetings are in compliance with applicable provisions of the Companies
Act, 2013.

• A detailed disclosure on the Board, its committees, its composition, and terms of reference, the number of Board
and Committee meetings held, and attendance of the directors at each meeting is provided in the Report on
Corporate Governance, which forms part of this Report.

(b) Directors Liable to Retire by Rotation

Pursuant to the provisions of Section 152(6)(d) of the Act, read with the relevant rules made thereunder and the
Articles of Association of the Company, Mr. Sumit Bhalotia having DIN: 08737566, is liable to retire by rotation,
and being eligible, offers himself for reappointment. A brief resume of Mr. Sumit Bhalotia, being eligible to be
re-appointed as a director liable to retire by rotation, along with the nature of his expertise, his shareholding
in your Company and other details as stipulated under Regulation 36(3) of the Listing Regulations forms part
of the explanatory statement to the notice calling the ensuing 34^th AGM. The Board hereby recommends his
reappointment as a Director of the Company at the ensuing 34^th AGM.

(c) Annual General Meeting/Extraordinary General Meetings:

During the year 2024-25, the Annual General Meeting of the Company was held on September 20, 2024.

(d) Annual Performance Evaluation

There is a policy in place for evaluating the performance of the Board, its committees and individual directors
in compliance with the provisions of Section 178 read with Schedule IV of the Companies Act, 2013, and SEBI
(LODR) Regulations, 2015. In accordance with the evaluation criteria approved, the Nomination and Remuneration
Committee has carried out the annual performance evaluation of the Board as a whole, its committees and
individual directors.

The Independent Directors carried out the annual performance evaluation of the Chairman, Non- Independent
Directors and the Board as a whole.

A structured questionnaire covering various aspects of the Board’s functioning was circulated to the Directors.

The criteria for evaluation of Independent Directors included attendance at the meetings, interpersonal skills,
independent judgement, knowledge, compliance framework, etc.

The feedback and results of the questionnaire were collated and a consolidated report was shared with the
Nomination and Remuneration Committee and the Board for improvements of its effectiveness.

The directors expressed their satisfaction with the evaluation process.

(e) Declaration by Independent Directors in regard to their Independence as required under Sub-Section (6)
Of Section 149

All the Independent Directors of the Company have given their respective declaration of independence for the
financial year 2024-25 in terms of Section 149(7) of the Act, and Regulation 16(1) (b) of the Listing Regulations
and that their names are registered in the Independent Directors’ Databank. The Board of Directors of the Company
have satisfied themselves and are of the opinion that the Independent Directors possess the relevant expertise,
experience and are persons of integrity.

Based on the written representations received from the directors, none of the above directors are disqualified under
Section 164(2) of the Act or are debarred by SEBI or any other statutory authority from holding a position as a
director. It is further confirmed that the Independent Directors have complied with the Code of Conduct prescribed
in Schedule IV of the Companies Act, 2013. In this regard, the Company has received affirmation from all the
Independent Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, your Board of Directors confirm, to the best of their knowledge
and ability, that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting
standards read with the requirements set out under Schedule III to the Act, have been followed.

ii) 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 of the Company for the year ended on that date;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other regularities;

iv) the Directors have prepared the annual accounts on a going concern basis;.

v) the Directors have laid down internal financial controls to be followed by the Company, and such internal financial
controls are adequate and operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditors and Auditors’ Report

M/s. ARSK & Associates, Chartered Accountants (having firm Registration No. 315082E) were appointed at
the Thirty-Second (32^nd) Annual General Meeting (AGM) of the Company held on August 31, 2023, as Statutory
Auditors of the Company for a period of five years i.e. from the conclusion of the 32^nd AGM till the conclusion of
the 37^th AGM.

However, the appointment of M/s. ARSK & Associates, Chartered Accountants (Firm Registration No. 315082E),
the present Statutory Auditors of the Company, shall expire at the ensuing annual general meeting to be held in
respect of the financial year 2024-25. Reserve Bank of India’s (RBI) Circular No. RBI/2021-22/25, Ref. No.
DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021, mandates a maximum continuous audit tenure
of three (3) years for the statutory auditors of NBFCs. In view of the above provisions becoming applicable to the
Company, the term of Messrs. ARSK & Associates shall be only up to the ensuing annual general meeting

M/s. ARSK & Associates have issued Audit Reports on the Standalone and Consolidated Annual Financial
Statements of the Company with unmodified opinions. The remarks made in the Auditors’ Report are self¬
explanatory and do not call for any further comments or explanations as per provisions of Section 134(3)(f) of the
Act. The Auditors’ Reports do not contain any qualification, reservation, adverse remark or disclaimer.

The Board of Directors have on the basis of recommendation of Audit Committee, recommended the appointment
of M/s. S K PATODIA & ASSOCIATES LLP Chartered Accountants as statutory auditors of the Company to hold
office for a term of 3 (Three) years from the conclusion of the 34^th Annual General Meeting till the conclusion of
ensuing 37^th Annual General Meeting. A resolution seeking shareholders’ approval for the proposed appointment
along with other necessary details, forms part of Notice of 34^th AGM

b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company reappointed Ms.
Shruti Somani, Practising Company Secretary, to conduct the Secretarial Audit of the Company for the financial
year ended March 31, 2025.

The Secretarial Audit Report issued by the Ms. Shruti Somani, Practicing Company Secretaries, in Form MR-3 is
annexed as Annexure 1 to this Report. The report does not contain any qualification, reservation, adverse remark
or disclaimer.

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act,
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (“the
Rules”) the Audit Committee and the Board of Directors have approved and recommended the appointment of
Ms. Shruti Somani, a Peer Reviewed Company Secretary in Practice (Certificate No: 2305/2022) as Secretarial
Auditor of the Company, for a term of upto 5 (Five) consecutive years from financial year 2025-26 to financial
year 2030-31, subject to approval of the Members at ensuing AGM.

A brief resume and other details of Ms. Shruti Somani, Company Secretary in Practice, is attached and disclosed
in the Notice of the ensuing AGM. Ms Shruti Somani has given her consent to act as Secretarial Auditor of the
Company and confirmed that her aforesaid appointment (if made) would be within the prescribed limits under the
Companies Act & the Rules made thereunder and the Listing Regulations.

She has also confirmed that She is not disqualified to be appointed as Secretarial Auditors in terms of provisions
of the Act & Rules made thereunder and Listing Regulations and satisfy the prescribed eligibility criteria.

c) Internal Auditors

M/s. Mahesh Chandra & Associates, Chartered Accountants, the Internal Auditors of the Company, conducted the
Internal Audit for the financial year 2024-25 as per the provisions of Section 138 of the Act, read with Rule 13 of
the Companies (Accounts) Rules, 2014. The reports were taken on record by the Audit Committee and the Board.

d) Reporting of frauds, if any, by Auditors

During the year under review, none of the Auditors, viz. the Statutory Auditors, Internal Auditors or Secretarial
Auditors, have reported any instance of fraud that is being or has been committed against the Company by its
officers or employees, details of which require to be mentioned under the provisions of Section 143(12) of the
Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

As on March 31, 2025, your Company has one Subsidiary Company, and in this regard, a Statement containing the
salient features of the financial statements of the Subsidiary in the prescribed Form AOC-1 is appended as Annexure-II
to the Board’s Report.

In accordance with the provisions of Section 136 of the Act, the Annual Report, the audited financial statements including
the aforesaid audited consolidated financial statements and other related documents, are placed on the website of the
Company at https://mkventurescapital.com.

The audited financial statements of the Subsidiary of the Company for the financial year ended March 31, 2025, are also
available on the website of the Company. The members may download the aforesaid documents from the Company’s
website or may write to the Company to obtain a copy of the same. Further, the aforesaid documents shall also be
available for inspection of the shareholders at the registered office of the Company during business hours on working
days and through electronic mode.

The members may request the same by sending an email to [email protected].

The Company does not have any associate / joint venture / holding company.

POLICIES, FRAMEWORK AND CONTROLS

a) Vigil Mechanism (Whistle Blower Policy)

In accordance with sub-sections (9) and (10) of Section 177 of the Act, and Regulation 22 of the Listing
Regulations, the Company has in place a Vigil Mechanism (Whistle Blower Policy) to enable the Directors and
employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s
Code of Conduct. The mechanism provides for adequate safeguards against the victimization of persons who use
such a mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate
cases.

The Whistle Blower Policy of the Company has been displayed on the Company’s website at: https://
mkventurescapital.com/policies.

During the financial year ended March 31, 2025, the Company has not received any whistleblower complaints.

b) Policy on Directors’ appointment, remuneration, and other details

Your Company’s Policy on Remuneration of Directors, Key Managerial Personnel and other Employees of the
Company is formulated to attract, retain and motivate members of the Board and other executives of the Company.
The Remuneration Policy of the Company provides a balanced and performance-related compensation package to
the members of the Board and senior management personnel of the Company, taking into account shareholder’s
interests, industry standards and relevant rules and regulations.

The Policy also provides for the criteria and qualifications in evaluating the suitability of a person for being
appointed as Director & in senior management that are relevant for the Company’s operations.

The Company’s policy relating to appointment of Directors and their remuneration, is available on the Company’s
website at https://mkventurescapital.com/policies.

c) Policy on Prevention of Sexual Harassment

The Company is committed to providing a work environment which ensures that every woman employee is
treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a
work environment that is conducive to the professional growth of its women employees and encourages equality
of opportunity.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

As per Companies (Accounts) Second Amendment Rules, 2025 we are hereby providing the details as required:

Sr. No	Particulars	No. of Complaints
1	The number of sexual harassment complaints received during the year	0
2	The number of such complaints disposed of during the year	0
3	The number of cases pending for a period exceeding ninety days	0

d) Internal Financial Control

The Company has in place proper and adequate internal financial control systems commensurate with the nature
of its business, size and complexity of operations. Internal control systems comprise policies and procedures that
are designed to ensure the reliability of financial reporting and compliance with applicable laws and regulations.
Necessary policies and procedures are in place inter alia to ensure that all assets and resources are acquired
economically, used efficiently and protected adequately.

e) Statement under Maternity Benefit Act, 1961

Your Company is fully compliant with the provisions of Maternity Benefit Act, 1961.

DISCLOSURES

a) Particulars of contracts or arrangements with related parties

The Company has put in place a Policy on Related Party Transactions (“RPT Policy”), which is approved by the
Board of Directors of the Company. The RPT Policy provides for the identification of Related Party Transactions,
necessary approvals by the Audit Committee / Board / Shareholders, and reporting and disclosure requirements in
compliance with the provisions of the Act, and SEBI (LODR) Regulations, 2015.

All contracts or arrangements or transactions that were entered into by the Company with the related parties
during the year under review were in the ordinary course of the business of the Company, and the same were on
an arm’s length basis. Also, all those transactions were in accordance with the provisions of the Companies Act,
2013, read with the rules issued thereunder.

“All Related Party Transactions were submitted to the Audit Committee. Prior omnibus approval from the Audit
Committee was obtained for transactions that were either unforeseen or repetitive in nature.”

Particulars of material contracts or arrangements or transactions on an arm’s length basis are disclosed in the
prescribed Form AOC-2 and annexed as Annexure- III, which forms an integral part of this Report.

Further, the detailed disclosure of Related Party Transactions as per IND AS-24 and as per Schedule V of the SEBI
(LODR) Regulations, 2015, containing the name of the related party and details of the transactions entered with
such related party have also been provided in the financial statements. For further details, members may refer to
notes to the Standalone Financial Statements.

b) Particulars of loans given, investments made, guarantees given, and securities provided

The particulars of investments made, loans/ guarantees given, and securities provided, if any, have been disclosed
at respective places in Standalone Financial Statements under appropriate headings, which form part of the Annual
Report.

c) Corporate Social Responsibility Expenditure

Your Company has formed the Corporate Social Responsibility (‘CSR’) Committee as per the requirements of the
Companies Act. The details of the composition of the CSR Committee are covered in the Corporate Governance
Report, which forms a part of the Annual Report. On the recommendation of the CSR Committee, the Board of
Directors of your Company has approved the CSR Policy which is available on the website of your Company at
https://mkventurescapital.com/policies

The brief outline of the Corporate Social Responsibility (‘CSR’) Policy of your Company and the CSR activities
undertaken by the Company during the financial year are set out in this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.

This commitment is detailed in the Annual Report on CSR activities, which is annexed to this report as Annexure
- IV.

d) Particulars of employees

Disclosure 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, is attached
as Annexure-V forming part of this Report.

Further, a statement showing names and other particulars of employees as specified pursuant to Rules 5(2) and
5(3) of the aforesaid Rules, forms part of this Report. However, in terms of Section 136 of the Act and the
aforesaid Rules, the Annual Report and financial statements are being sent to the members and others entitled
thereto, excluding the said statement. Members interested in obtaining a copy thereof may write to the Company
Secretary at [email protected].

e) Corporate Governance Report

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations is annexed
to this Report. The Corporate Governance Report also contains certain disclosures required under the Act for the
financial year under review.

A Certificate from Ms. Shruti Somani, Secretarial Auditor of the Company, regarding the compliance of the
conditions of Corporate Governance as stipulated in part C of Schedule V of the Listing Regulations is annexed
to the Corporate Governance Report forming part of this Annual Report.

f) Management Discussion And Analysis Report

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis
Report for the year under review has been presented in a separate section forming a part of this Annual Report.

g) Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return (Form MGT-7) of the Company as on March 31, 2025, is
available on the website of the Company at https://mkventurescapital.com.

h) Compliance With Secretarial Standards

During the financial year under review, the Company has complied with the requirements prescribed under the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the
applicable circulars issued by the Ministry of Corporate Affairs (‘MCA’).

i) Conservation of Energy And Technology Absorption

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under
Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3)(A & B) of the Companies (Accounts) Rules,
2014, regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

j) Material Changes Affecting the Financial Position of The Company

No material changes and commitments which could affect the Company’s financial position have occurred
between the end of the financial year of the Company and the date of this report.

k) Listing Of Shares

The shares of your Company are listed on BSE Limited.

l) Significant And Material Orders Passed By The Regulators 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.

m) Foreign Exchange Outgo And Earnings:

During the year there were no foreign exchange transactions in the Company. The particulars regarding foreign
exchange inflow and outflow are as follows:

Sr. No.	Particulars	FY 2024-25	FY 2023-24
i)	Foreign Exchange earnings	Nil	Nil
ii)	Foreign Exchange outgo	Nil	Nil

n) Policy On Directors’ Appointment and Remuneration Including Criteria For Determining Qualifications,
Positive Attributes, Independence of A Director

Your directors have laid down criteria for the appointment of directors 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 Act, as a part of the Nomination and Remuneration Policy (“NRC Policy”) of the
Company.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent and
provides for a balance between fixed and incentive pay reflecting short- and long-term performance objectives
appropriate to the working of the Company and its goals.

The NRC Policy is also available on the website of the Company at https://mkventurescapital.com/policies

o) Other Disclosures

During the year under review:

- There was no change in the nature of business of the Company;

- Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section
148(1) of the Act, were not applicable for the business activities carried out by the Company;

- There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016;

- There was no one-time settlement entered into with any Bank or financial institutions in respect of any loan
taken by the Company.

p) Acknowledgements

Your directors would like to place on record their gratitude for the valuable contribution made by the employees
for their efforts, teamwork and professionalism at all levels.

Your directors acknowledge and place on record their sincere appreciation for the continued support, cooperation,
guidance and encouragement received from the members, government, regulatory and statutory bodies including
the Company’s bankers.

We look forward to receiving your continued support and cooperation in future as well.

For MKVentures Capital Limited

Sd/- Sd/-

Madhusudan Murlidhar Kela Sumit Bhalotia

Managing Director Director

DIN:05109767 DIN:08737566

Date: August 07, 2025
Place: Mumbai

---

Mar 31, 2024

Your directors have the pleasure in presenting the Thirty-Third Directors’ Report of the Company on the business and operations together with the audited results for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

(Amt. in Rs. Crores)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Revenue	41.40	27.36	41.53	27.46
Total Operating Expenses	2.82	1.61	2.82	0.61
Profit before Interest, Depreciation, Taxation	38.58	25.75	38.71	25.85
Interest	9.78	4.00	9.78	4.00
Depreciation	0.08	0	0.08	0
Profit before Taxation	28.72	21.75	28.85	21.85
Tax Expenses	7.64	5.45	7.67	5.48
Net Profit for the year	21.08	16.30	21.18	16.37
Earnings Per Share
Basic (in Rs.)	55.22	47.71	55.46	45.89
Diluted (in Rs.)	55.22	47.71	55.46	45.89

REVIEW OF FINANCIAL PERFORMANCE

During the year under review, your Company’s standalone total revenue was Rs. 41.40 Crores as against Rs. 27.36 Crores of the corresponding previous year, an increase of 51.32% on a Y-o-Y basis. Your Company has recorded a Net Profit After Tax of Rs. 21.08 Crores against Rs. 16.30 Crores of the corresponding previous year, registering a Y-o-Y growth of 29.33%.

DIVIDEND

Pursuant to the decision of the Board of Directors of the Company on May 30, 2024, your Company has paid an interim dividend of Re. 1/- per equity share, i.e. 10% on the face value of Rs. 10/- each for the financial year 2023-24, (subject to deduction of applicable taxes, if any) to those members whose names appeared on the Register of Members as on June 13, 2024, being the record date fixed for the said purpose.

Directors of your Company have decided after considering all the relevant factors, that this would be the full and final dividend for the financial year 2023-24.

CHANGES IN THE SHARE CAPITAL OF THE COMPANY

i. Authorized Share Capital: During the year under review, there was a change in the Authorized Share Capital of the Company. It was increased to Rs. 25,00,00,000/- divided into 2,50,00,000 Equity shares of Rs. 10/- each

ii. Paid-up Share Capital: During the year under review, there was a change in the paid-up share capital of the Company due to the issue of 4,27,050 shares on Rights basis. Paid-up Share Capital of the Company increased to Rs. 3,84,34,500/- comprising of 38,43,450 Equity Shares of Rs. 10/- each

DEPOSITS

In the Financial Year 2023-24, the Company has not accepted any deposits and there is no amount remaining outstanding towards repayment of principal or payment of interest on deposits as on March 31, 2024.

TRANSFER TO RESERVES

During the year under review, there was no amount which has been transferred to reserves.

COMPANY OVERVIEW

MKVentures Capital Limited (“Company”) is a Listed Company, incorporated on January 17, 1991, in India, having its registered office at 11¹¹¹ Floor, Express Towers Nariman Point, Mumbai - 400 021, Maharashtra. The Company is registered with the Reserve Bank of India (‘RBI’) as an Non-Banking Financial Company-Non-Deposit taking Systemically Important (‘NBFC-ND-SI’) vide registration certificate No: 13.00690

The Company provides financial services through simple processes and procedures in sanction and disbursement of credit as well as timely, friendly, and flexible terms of repayment aligned to the unique features of its clientele.

Company has reported ''21.08 Cr of profit after tax in FY24 vs ''16.30 Cr of Net profit in FY23 registering a growth of 29.33%. This is despite de-growth in the overall AUM on a closing basis in FY24 over FY23 and in line with our philosophy of prioritizing profitability over expanding balance sheet.

Company has been taking conservative steps in FY24 to recalibrate growth in near term on both asset and liability side. Our focus is to build a sustainable growth trajectory for asset/liability side within regulatory framework. Accordingly, the company has repaid its entire borrowings in FY24 and had NIL debt outstanding as of March 31, 2024. Loan book came down from ''309 Cr to ''103 Cr as of FY24 end.

During the year company raised ''40 Cr through successful completion of rights issue. Company issued 4.27 lakh Equity shares at a price of Rs. 936/- per share. With the conclusion of rights issue, company is now fully compliant in regards to the shareholding pattern and holding.

Going forward, our focus is to strengthen the NBFC business by way of raising growth capital, strengthening senior management team and board of directors. We would like to foray into newer business segments including alternative asset management along with the focus on building the liability side in a calibrated manner.

INDUSTRY STRUCTURE AND DEVELOPMENT

NBFCs play a critical role within the entire financial space in meeting the vast funding needs of the country and significantly contributing to the overall economic growth of the nation.

NBFCs have been expanding their reach, particularly in underserved regions with credit growth driven by unsecured loans and MSME lending. NBFCs are far better capitalized and have been outpacing growth compared to Scheduled commercial banks. CRAR stood at 26.6 pct as of March 2024 for NBFCs which is well above regulatory requirement.

As per the latest Financial Stability Report (FSR) of RBI, aggregate lending by NBFCs grew by 18% in Mar-24, which was primarily driven by high growth in personal loans 30% Y-O-Y, and agricultural loans 40%. Profitability ratios have improved on the margin along with a healthy growth trend. As per the report, the aggregate RoA ratio has been rising, the cost-to-income ratio has maintained a declining trend in the post-pandemic period, and the NIM stood strong during FY24.

Key challenges for NBFC sector continue to be on the liability side. Co-lending has emerged as a key source of funding for lot of NBFCs and we expect this trend to continue. Cost of capital continues to be on the higher side with deposit mobilization becoming increasingly difficult for banks. Increase in risk weights for NBFC lending for banks is an additional headwind from liability side.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and complies with the accounting standards issued by the Institute of Chartered Accountants of India.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

Board of Directors

The Board of the Company has an optimum combination of executive and non-executive directors (including an Independent Woman Director). The Board’s composition is in conformity with the extant applicable provisions of the Companies Act, 2013 (‘Act’) and SEBI (LODR) Regulations, 2015. The Board of the Company represents an optimal mix of professionalism, knowledge and experience.

Further, the Independent Directors on the Board of the Company are highly respected for their professional integrity as well as their rich experience and expertise. The Board provides leadership and strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Company and its stakeholders.

During the financial year under review, following changes took place in the constitution Board of Directors of the Company:

Sr. No.	Name	Designation	Date of Appointment/ Resignation
1.	Mr. Rajeev Krishnamuralilal Agarwal	Independent Director	May 30, 2023
2.	Mrs. Shruti Bahety	Independent Director	May 30, 2023
3.	Mr. Siddharth Agrawal	Independent Director	May 30, 2023
4.	Mrs. Swati Dujari	Independent Director	May 30, 2023

b) Composition of the Board of Directors, and list of KMPs

Board of Directors

The Board of Directors of the Company comprised of the following Directors:

Sr. No.	Name	Designation	Date of Change, if applicable
1.	Mr. Madhusudan Murlidhar Kela	Managing Director	N.A.
2.	Mr. Sumit Bhalotia	Non-Executive, NonIndependent Director	N.A.
3.	Mr. Sanjay Malpani	Independent Director	N.A.
4.	Mrs. Swati Dujari*	Independent Director	Resigned with effect from May 30, 2023
5.	Mr. Rajeev Krishnamuralilal Agarwal$	Independent Director	Appointed with effect from May 30, 2023
6.	Mrs. Shruti Bahety$	Independent Director	Appointed with effect from May 30, 2023
7.	Mr. Siddharth Agrawal$	Independent Director	Appointed with effect from May 30, 2023

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the Company had all the three KMPs in place during the year under review:

Sr. No.	Name	Designation	Date of change during the year, if applicable
1.	Mr. Madhusudan Murlidhar Kela	Managing Director	-
2.	Mr. Rashmee Purushottam Mehta	Chief Financial Officer	--
3.	Mr. Sanket Dilip Rathi	Company Secretary	-

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees to effectively discharge their functions and responsibilities in compliance with the requirements of applicable laws and as a part of the best corporate governance practices. The terms of reference and the constitution of these Committees are in compliance with the applicable laws. The Committees of the Board are as under:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee;

f) Asset Liability Management Committee;

g) Finance Committee

The details with respect to the composition, roles, terms of reference, etc. of the aforesaid committees are given in detail in the ‘Corporate Governance Report’ which forms part of this Report. The dates on which meetings of Board Committees were held during the financial year under review and the number of meetings of the Board Committees that each Director attended is provided in the ‘Corporate Governance Report’. The minutes of the Meetings of all Committees are circulated to the Board for discussion and noting. During the year, all recommendations of the Committees were approved by the Board.

SI. No.	Name of Committee	Name of Member	Category	Date of Appointment
1.	Audit Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee
		Mrs. Shruti Bahety	Independent Director, Member	May 30, 2023
		Mr. Madhusudan Kela	Managing Director, Member
2.	Nomination and Remuneration Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee
		Mrs. Shruti Bahety	Independent Director, Member	May 30, 2023
		Mr. Sumit Bhalotia	Non-Executive Director, Member
3.	Stake Holders Relationship Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee
		Mr. Sumit Bhalotia	Non-Executive Director, Member
		Mr. Madhusudan Kela	Managing Director, Member
4.	Corporate Social Responsibility	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee
		Mr. Madhusudan Kela	Managing Director, Member
		Mrs. Shruti Bahety	Independent Director, Member	May 30, 2023
5.	Risk Management Committee	Mr. Rajeev Agarwal	Independent Director, Chairperson of the Committee	May 30, 2023
		Mr. Madhusudan Kela	Managing Director, Member
		Mr. Sanjay Malpani	Independent Director, Member
6.	Finance Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee
		Mr. Madhusudan Kela	Managing Director, Member
		Mr. Sumit Bhalotia	Non-Executive Director, Member
7.	Asset Liability Management Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee
		Mr. Madhusudan Kela	Managing Director, Member
		Mr. Sumit Bhalotia	Non-Executive Director, Member
8.	Share Transfer Committee	Mr. Sanjay Malpani	Independent Director, Chairperson of the Committee
		Mr. Madhusudan Kela	Managing Director, Member
		Mr. Sumit Bhalotia	Non-Executive Director, Member

The Composition including the role, terms of reference and the powers of aforesaid committees are in conformity with the requirement of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the year under review, the Board, Committees of the Board and Independent Directors met on multiple occasions to discuss, decide and give directions on various issues concerning the Company’s business and the matters incidental thereto.

Details of the meetings held during the year are as under:

Sr. No.	Type of Meeting	Number of meetings	Dates
1	Board Meetings	5	May 02, 2023 May 30, 2023 August 04, 2023 November 08, 2023 February 14, 2024
2	Audit Committee Meetings	5	May 02, 2023 May 30, 2023 August 04, 2023 November 08, 2023 February 14, 2024
3	Nomination and Remuneration Committee Meetings	2	May 30, 2023 February 14, 2024
4.	Stakeholder Relationship Committee Meeting	1	February 14, 2024
5.	Corporate Responsibility Committee Meeting	1	February 14, 2024
6.	Risk Management Committee Meeting	1	March 29, 2024
7.	Finance Committee Meetings	2	November 08, 2023 February 14, 2024
8.	Share Transfer Committee Meetings	6	June 16, 2023 July 10, 2023 December 10, 2023 December 20, 2023 January 5, 2024 February 14, 2024
9.	Asset Management Liability Committee Meeting	1	February 14, 2024
10.	Independent Directors Meeting	1	February 14, 2024

Note:

• The number and frequency of aforesaid meetings are in compliance with applicable provisions of the Companies Act, 2013.

• A detailed disclosure on the Board, its committees, its composition, and terms of reference, the number of Board and Committee meetings held, and attendance of the directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

(b) Directors Liable to Retire by Rotation

Pursuant to the provisions of Section 152(6)(d), read with the relevant rules made thereunder of the Companies Act 2013 and the Articles of Association of the Company, Mr. Sumit Bhalotia, is liable to retire by rotation, and being eligible, offers himself for reappointment. A brief resume of Mr. Sumit Bhalotia, being eligible to be re-appointed as a director liable to retire by rotation, along with the nature of his expertise, his shareholding in your Company and other details as stipulated under Regulation 36(3) of the Listing Regulations forms part of the explanatory statement to the notice calling the ensuing Thirty-Third (33^rd)AGM. The Board hereby recommends his reappointment as a Director of the Company at the ensuing Thirty -Third (33^rd) AGM.

(c) Annual General Meeting/Extraordinary General Meetings:

During the year, the Annual General Meeting of the Company was held on August 31, 2023.

(d) Annual Performance Evaluation

There is a policy in place for evaluating the performance of the Board, its committees and individual directors in compliance with the provisions of Section 178 read with Schedule IV of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015. In accordance with the evaluation criteria approved, the Nomination and Remuneration Committee has carried out the annual performance evaluation of the Board as a whole, its committees and individual directors.

The Independent Directors carried out the annual performance evaluation of the Chairman, Non- Independent Directors and the Board as a whole.

A structured questionnaire covering various aspects of the Board’s functioning was circulated to the Directors.

The criteria for evaluation of Independent Directors included attendance at the meetings, interpersonal skills, independent judgement, knowledge, compliance framework, etc.

The directors expressed their satisfaction with the evaluation process.

(e) Declaration by Independent Directors under Sub-Section (6) Of Section 149 of the Companies Act, 2013.

All the Independent Directors of the Company have given their respective declarations of independence for the financial year 2023-24 in terms of Section 149(7) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and that their names are registered in the Independent Directors’ Databank. The Board of Directors of the Company has satisfied themselves and are of the opinion that the Independent Directors possess the relevant expertise, experience and are persons of integrity.

Based on the written representations received from the directors, none of the above directors are disqualified under Section 164(2) of the Companies Act, 2013 or are debarred by SEBI or any other statutory authority from holding a position as a director. The Independent Directors have complied with the Code of Conduct prescribed in Schedule IV to the Companies Act 2013. In this regard, the Company has received affirmation from all the Independent Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, your Board of Directors confirm, to the best of their knowledge and ability, that:

i) in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards read with the requirements set out under Schedule III to the Companies Act 2013, have been followed.

ii) 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, 2024, and of the Profit of the Company for the year ended on that date;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other regularities;

iv) the Directors have prepared the annual accounts on a going concern basis;.

v) the Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditors and Auditors’ Report

M/s. ARSK & Associates, Chartered Accountants, Kolkata (having firm Registration No. 315082E) were appointed at the 32^nd AGM of the Company held on August 31, 2023, as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the Thirty-Second (32^nd) AGM till the conclusion of the Thirty-Seventh (37^th) AGM.

The Statutory Auditors of the Company have issued Audit Reports on the Standalone and Consolidated Annual Financial Statements of the Company with unmodified opinions. The remarks made in the Auditors’ Report are self-explanatory and do not call for any further comments or explanations as per provisions of Section 134(3)(f) of the Companies Act, 2013. The Auditors’ Reports do not contain any qualification, reservation, adverse remark or disclaimer.

b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, Ms. Shruti Somani, Practising Company Secretary, was appointed as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the year under review. The Report on the secretarial audit is annexed herewith as Annexure -I, which forms an integral part of this Report. The comments contained in the Secretarial Audit Report are self-explanatory, and do not call for any further comments or clarifications.

c) Internal Auditors

M/s. Mahesh Chandra & Associates, Chartered Accountants, the Internal Auditors of the Company, conducted the Internal Audit for the financial year 2023-24 as per the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. Their reports were reviewed by the Audit Committee and follow-up measures were taken wherever necessary.

d) Reporting of frauds, if any, by Auditors

During the year under review, none of the Auditors, viz. the Statutory Auditors, Internal Auditors or Secretarial Auditors, have reported any instance of fraud that is being or has been committed against the Company by its officers or employees, details of which require to be mentioned under the provisions of Section 143(12) of the Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

As on March 31, 2024, your Company has one Subsidiary Company, and in this regard, a Statement containing the salient features of the financial statements of the Subsidiary in the prescribed Form AOC-1 is appended as Annexure-II to the Board’s Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report, the audited financial statements including the aforesaid audited consolidated financial statements and other related documents, are placed on the website of the Company at https://mkventurescapital.com.

The audited financial statements of the Subsidiary of the Company for the financial year ended March 31,2024, are also available on the website of the Company. The members may download the aforesaid documents from the Company’s website or may write to the Company to obtain a copy of the same. Further, the aforesaid documents shall also be available for inspection of the shareholders at the registered office of the Company during business hours on working days and through electronic mode.

The members may request the same by sending an email to [email protected].

The Company does not have any associate / joint venture / holding company.

POLICIES, FRAMEWORK AND CONTROLS

a) Vigil Mechanism (Whistle Blower Policy)

In accordance with sub-sections (9) and (10) of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has in place a Vigil Mechanism (Whistle Blower Policy) to enable the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct. The mechanism provides for adequate safeguards against the victimization of persons who use such a mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate cases.

The Whistle Blower Policy of the Company has been displayed on the Company’s website at: https://mkventurescapital.com/ policies.

During the financial year ended March 31, 2024, the Company has not received any whistleblower complaints.

b) Policy on Directors’ appointment, remuneration, and other details

Your Company’s Policy on Remuneration of Directors, Key Managerial Personnel and other Employees of the Company is formulated to attract, retain and motivate members of the Board and other executives of the Company. The Remuneration Policy of the Company provides a well-balanced and performance-related compensation package to the members of the Board and senior management personnel of the Company, taking into account shareholder’s interests, industry standards and relevant rules and regulations.

The Policy also provides for the criteria and qualifications in evaluating the suitability of a person for being appointed as Director & in senior management that are relevant for the Company’s operations.

The Company’s policy relating to appointment of Directors and their remuneration, is available on the Company’s website at https://mkventurescapital.com

c) Policy on Prevention of Sexual Harassment

The Company is committed to providing a work environment which ensures that every woman employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity.

Your directors further state that the Company has put in place the Policy for Prevention / Prohibition / Redressal of Sexual Harassment of Women at the Workplace and also constituted an Internal Complaints Committee in accordance with Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to hear and dispose of the cases relating to sexual harassments.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

d) Internal Financial Control

The Company has in place proper and adequate internal financial control systems commensurate with the nature of its business, size and complexity of operations. Internal control systems comprise policies and procedures that are designed to ensure the reliability of financial reporting and compliance with applicable laws and regulations. Necessary policies and procedures are in place inter alia to ensure that all assets and resources are acquired economically, used efficiently and protected adequately.

DISCLOSURES

a) Particulars of contracts or arrangements with related parties

The Company has put in place a Policy on Related Party Transactions (“RPT Policy”), which is approved by the Board of Directors of the Company. The RPT Policy provides for the identification of Related Party Transactions, necessary approvals by the Audit Committee / Board / Shareholders, and reporting and disclosure requirements in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

All contracts or arrangements or transactions that were entered into by the Company with the related parties during the year under review were in the ordinary course of the business of the Company, and the same were on an arm’s length basis. Also, all those transactions were in accordance with the provisions of the Companies Act, 2013, read with the rules issued thereunder.

All Related Party Transactions were placed before the Audit Committee. Prior to the omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive nature.

Particulars of material contracts or arrangements or transactions on an arm’s length basis are disclosed in the prescribed Form AOC-2 and annexed as Annexure- III, which forms an integral part of this Report.

Further, the detailed disclosure of Related Party Transactions as per IND AS-24 and as per Schedule V of the SEBI (LODR) Regulations, 2015, containing the name of the related party and details of the transactions entered with such related party have also been provided in the financial statements. For further details, members may refer to notes to the Standalone Financial Statements.

b) Particulars of loans given, investments made, guarantees given, and securities provided

The particulars of investments made, loans/ guarantees given, and securities provided, if any, have been disclosed at respective places in Standalone Financial Statements under appropriate headings, which form part of the Annual Report.

c) Corporate Social Responsibility Expenditure

Your Company has formed the Corporate Social Responsibility (‘CSR’) Committee as per the requirements of the Companies Act, 2013 The details of the composition of the CSR Committee are covered in the Corporate Governance Report, which forms a part of the Annual Report. On the recommendation of the CSR Committee, the Board of Directors of your Company has approved the CSR Policy which is available on the website of your Company at https://mkventurescapital.com.

The brief outline of the Corporate Social Responsibility (‘CSR’) Policy of your Company and the CSR activities undertaken by the Company during the financial year are set out in this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

This commitment is detailed in the Annual Report on CSR activities, which is annexed to this report as Annexure - IV.

d) Particulars of employees

Disclosure pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-V forming part of this Report.

Further, a statement showing names and other particulars of employees as specified pursuant to Rules 5(2) and 5(3) of the aforesaid Rules, forms part of this Report. However, in terms of Section 136 of the Companies Act, 2013 and the aforesaid Rules, the Annual Report and financial statements are being sent to the members and others entitled thereto, excluding the said statement. Members interested in obtaining a copy thereof may write to the Company Secretary at info@mkventurescapital. com.

e) Corporate Governance Report

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations is annexed to this Report. The Corporate Governance Report also contains certain disclosures required under the Act for the financial year under review.

A Certificate from Ms. Shruti Somani, Secretarial Auditor of the Company, regarding the compliance of the conditions of Corporate Governance as stipulated in part C of Schedule V of the Listing Regulations is annexed to the Corporate Governance Report forming part of this Annual Report.

f) Management Discussion And Analysis Report

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report for the year under review has been presented in a separate section forming a part of this Report.

g) Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) of the Company as on March 31,2024, is available on the website of the Company at https://mkventurescapital.com.

h) Compliance With Secretarial Standards

During the financial year under review, the Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the applicable circulars issued by the Ministry of Corporate Affairs (‘MCA’).

i) Conservation Of Energy And Technology Absorption

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3)(A & B) of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

j) Material Changes Affecting The Financial Position of The Company

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and the date of this report.

k) Listing Of Shares

The shares of your Company are listed on BSE Limited.

l) Significant And Material Orders Passed By The Regulators 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.

m) Foreign Exchange Outgo And Earnings:

During the year there were no foreign exchange transactions in the Company. The particulars regarding foreign exchange inflow and outflow are as follows:

Sr. No.	Particulars	FY 2023-24	FY 2022-23
i)	Foreign Exchange earnings	Nil	Nil
ii)	Foreign Exchange outgo	Nil	Nil

n) Policy On Directors’ Appointment And Remuneration Including Criteria For Determining Qualifications, Positive Attributes, Independence of A Director

Your directors have laid down criteria for the appointment of directors 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 as a part of the Nomination and Remuneration Policy (“NRC Policy”) of the Company.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

The NRC Policy is also available on the website of the Company at https://mkventurescapital.com

o) Other Disclosures

During the year under review:

- There was no change in the nature of business of the Company;

- Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 were not applicable for the business activities carried out by the Company;

- There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;

- There was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

p) Acknowledgements

Your directors would like to place on record their gratitude for the valuable contribution made by the employees for their efforts, teamwork and professionalism at all levels.

Your directors acknowledge and place on record their sincere appreciation for the continues support, co-operation, guidance and encouragement received from the members, government, regulatory and statutory bodies including the Company’s bankers.

We look forward to receiving your continues support and co-operation in future as well.

For MKVentures Capital Limited

Sd/- Sd/-

Madhusudan Murlidhar Kela Sumit Bhalotia

Managing Director Director

DIN: 05109767 DIN: 08737566

Date: August 09, 2024 Place: Mumbai

---

Mar 31, 2023

Your directors have the pleasure in presenting the 32^nd Directors’ Report of the Company on the business and operations together with the audited results for the year ended March 31, 2023.

1.	FINANCIAL PERFORMANCE (Rs. in Crores)
	Particulars	Standalone		Consolidated
		2022-23	2021-22	2022-23	2021-22
	Total Revenue	27.36	13.72	27.46	-
	Total Operating Expenses	1.61	0.86	0.61	-
	Profit before Interest, Depreciation, Taxation	25.75	12.86	25.85	-
	Interest	4.00	6.72	4.00	-
	Depreciation	0	0.01	0	-
	Profit before Taxation	21.75	6.18	21.85	-
	Tax Expenses	5.45	1.56	5.48	-
	Net Profit for the year	16.30	4.57	16.37	-
	Earnings Per Share
	Basic (in Rs.)	47.71	13.36	47.91	-
	Diluted (in Rs.)	47.71	13.36	47.91	-

2. REVIEW OF FINANCIAL PERFORMANCE

During the year under review, your Company’s standalone revenue was Rs. 27.36 Crores as against Rs. 13.72 Crores of the corresponding previous year, an increase of 99.44% Y-o-Y The Company has earned Net Profit After Tax of Rs.16.30 Crores against Rs.4.57 Crores of the corresponding previous year, registering a Y-o-Y growth of 257%.

3. DIVIDEND

The Directors do not recommend any dividend for the financial year ended March 31, 2023.

4. SHARE CAPITAL

The Issued, Subscribed & Paid-up Capital of the Company as on 31st March 2023 stands at Rs. 3,41,64,000/- divided into 34,16,400 Equity Shares of Rs. 10/- each.

During the year, your Company did not issue shares with differential voting rights nor grant any stock options or sweat equity.

During the year, your Company had taken approval from its Board on December 20, 2022, for raising of funds through the Rights Issue to comply with the Minimum Public Shareholding Requirement under Rule 19(2)(B) and Rule 19A of the Securities Contract (Regulation) Rules, 1957 read with Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015”]. As a result of the exercise, the shareholding of the promoters got reduced from 83.66% to 74.36%. The Rights Issue was completed on May 2, 2023.

5. TRANSFER TO RESERVES

During the year under review, there was no transfer to the reserves.

6. INDUSTRY OVERVIEW

NBFC segment plays a vital role within the entire financial space in meeting the vast funding needs of the country and significantly contributing to the overall economic growth of the nation. A diverse array of financial institutions, including commercial banks, insurance firms, non-banking financial institutions, co-operatives, pension funds, mutual funds, and other smaller financial organisations, make up India’s financial industry. NBFC sector in India is significantly contributing to the development of essential infrastructure and transportation. It is also instrumental in generating employment, fostering wealth creation, and promoting economic progress among the less privileged sections of the Indian society. NBFCs have not just transformed the lending landscape in India by offering credit financing to the unstructured, but they have also successfully combined technology with credit evaluation procedures to offer customers a swift and hassle-free financing experience.

After a challenging phase, the focus ofNBFCs is now gradually shifting away from managing asset quality issues to capitalizing on growth opportunities. As per CRISIL report on NBFC’s, Assets under management of NBFCs are anticipated to rise 13-14% in FY 2024, compared to single-digit growth during the previous 3 fiscal years (2020-22), and this trend is anticipated to continue. Today, NBFCs are more powerful, resilient, and well-positioned in almost all operationally important metrics. In the previous 4 years, NBFCs have raised about Rs. 70,000 crore in equity, which has significantly improved gearing. The improved gearing was also influenced by the muted business environment during the previous 3 fiscal years (2020-22). Provisioning levels have also risen in the last few years as NBFCs have developed management overlays to account for uncertainties. Additionally, reconstructed books are now insignificant. Overall, the sector’s balance sheets are stronger. These, along with the ongoing improvement in economic activity, have improved the sector’s ability to seize growth prospects today.

7. BUSINESS OVERVIEW

NBFC segments provides huge growth opportunities particularly after the development of last few years. We have witnessed reasonable degree of consolidation in the NBFC sector. Consumer facing NBFCs are witnessing significantly high growth vs other segments. Within consumer facing NBFCs, unsecured loans primarily through digital lending medium has grown multi-fold in recent years. Micro finance segment has also turned around post-covid related disruption. Most of the MFIs are reporting high double digit growth with very low credit cost. As per estimates Retail focussed NBFCs will continue to grow at healthy rate for next few years. Given the government’s emphasis on the development of infrastructure projects, demand for credit from the infrastructure sector like roads, railways, renewable energy, and transmission is anticipated to remain high in the future. Large ticket size loans are expected to increase in the Infrastructure space which will majorly be disbursed by banks and large NBFCs. However, within NBFCs it is largely the public sector enterprises which are focusing on wholesale lending. Key challenge for NBFC sector continues to be on the liability side. Stress on capital availability which was triggered post IL&FS episode has largely reduced in last couple of years led by focussed efforts from the regulators side. However, high cost of funds as well rising competition from banks particularly in the retail segment may impact growth in select segments.

8. COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

9. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, Ms. Shruti Somani, Practising Company Secretary was appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the year under review. The Report on the secretarial audit is annexed herewith as Annexure -I which forms an integral part of this Report and it does not contain any qualification.

10. DETAILS OF SUBSIDIARIES

During the year under review, your Company acquired the entire share capital of Destination Properties Private Limited (“DPPL”), which resulted in DPPL becoming its wholly-owned subsidiary.

DPPL currently does not have any business operations. Its total revenue decreased from Rs.0.64 Crore in 2021-22 to Rs. 0.10 Crore in 2022-23. Profit After Tax stood at Rs. 0.06 Crore for 2022-23 against Rs. 0.63 Crore in 2021-22.

As per the provisions of the Act, read with the applicable rules framed thereunder and SEBI (LODR) Regulations, 2015 and applicable Indian Accounting Standards (“Ind AS”), the Board of Directors at its meeting held on May 30, 2023, approved the audited standalone financial statements of the Company for the financial year ended March 31, 2023, and the audited consolidated financial statements of the Company and of its subsidiary, for the financial year ended March 31, 2023. In accordance with Section 129 of the Act, the said audited financial statements form part of this Annual Report. The separate statement containing the salient features of the financial statements of the subsidiary of the Company in the prescribed Form

AOC-1 is annexed as Annexure - II. The statement also provides highlights of the performance and financial position of the subsidiary and its contribution to the overall performance of the Company.

In accordance with the provisions of Section 136 of the Act, the Annual Report, the audited financial statements including the aforesaid audited consolidated financial statements and other related documents, are placed on the website of the Company at https://mkventurescapital.com.

The audited financial statements of the subsidiary of the Company for the financial year ended March 31, 2023, are also available on the website of the Company. The members may download the aforesaid documents from the Company’s website or may write to the Company for obtaining a copy of the same. Further, the aforesaid documents shall also be available for inspection by the shareholders at the registered office of the Company during business hours on working days and through electronic mode. The members may request the same by sending an email to [email protected] .

The Company does not have any associate / joint venture / holding company.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report for the year under review has been presented in a separate section forming a part of this Report.

12. CORPORATE SOCIAL RESPONSIBILITY (“CSR’’)

During the year, the Net Profit of the Company exceeded Rs. 5 Crores, accordingly provisions pertaining to Corporate Social Responsibility (“CSR”) as contained in Section 135 of the Companies Act, 2013 became applicable. In terms of the said provisions, your Company has formed a CSR Committee to approve the activities to be undertaken, expenditure to be incurred and to monitor the performance of the CSR activities undertaken by the Company.

The CSR Committee comprises of Mr. Madhusudan Kela, Managing Director and Mr. Sanjay Malpani and Mrs. Shruti Bahety as the Independent Directors. The Company Secretary of the Company acts as the Secretary to the Committee.

The Company’s CSR Policy provides guidelines and lays down the procedure to undertake CSR activities of the Company. The CSR Policy is also available on the website of the Company at https://mkventurescapital.com.

13. CORPORATE GOVERNANCE REPORT

During the year, the Net Worth of the Company exceeded Rs. 25 Crores. Accordingly, the compliances pertaining to Corporate Governance as per the SEBI (LODR) Regulations, 2015 have become applicable. Your Company shall ensure to adhere with the compliances of the same.

Your Company is committed to pursuing and adhering to the highest standard of Corporate Governance as set out under the said regulations. Towards compliance with Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, a Report on Corporate Governance for the year under review is presented in a separate section forming part of this report.

A Certificate from Ms. Shruti Somani, Practising Company Secretary confirming the compliance with the conditions of corporate governance, as stipulated in part C of Schedule V of the Listing Regulations is annexed to the Corporate Governance Report forming part of this Annual Report.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) they 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 at the end of the financial year and of the profit of the Company for the period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other regularities;

iv) they had prepared the annual accounts on a going concern basis.

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

15. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A & B) of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

16. DISCLOSURE OF EMPLOYEES UNDER RULES 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure 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 is attached as Annexure-III forming part of this Report.

Further, a statement showing names and other particulars of employees as specified pursuant to Rules 5(2) and 5(3) of the aforesaid Rules, forms part of this Report. However, in terms of Section 136 of the Act and the aforesaid Rules, the Annual Report and financial statements are being sent to the members and others entitled thereto, excluding the said statement. Members interested in obtaining a copy thereof may write to the Company Secretary at [email protected].

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of investments made, loans/ guarantees given and securities provided, if any, has been disclosed at respective places in Standalone Financial Statements under appropriate heading, which form part of the Annual Report.

18. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) of the Company as on March 31, 2023, is available on the website of the Company at https://mkventurescapital.com.

19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI (LODR) Regulations, 2015, the Company has in place the Vigil Mechanism and Whistle Blower Policy which provides a mechanism to its directors, employees and other stakeholders to raise concerns about any wrongdoing in the Company and provide for adequate safeguards against victimisation of the persons who avail this mechanism.

Your Company encourages its employees to come forward and express these concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy without fear of any nature whatsoever, or fear of any unfair treatment.

While none of the whistle-blowers are denied access to the Audit Committee, no whistle-blower complaint was received by the Company during the year under review.

The Whistle Blower Policy of the Company has been displayed on the Company’s website at: https://mkventurescapital.com/ policies .

20. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a work environment, which ensures that every woman employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity.

Your directors further state that the Company has put in place the Policy for Prevention / Prohibition / Redressal of Sexual Harassment of Women at the Workplace and also constituted an Internal Complaints Committee in accordance with Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to hear and dispose of the cases relating to sexual harassments.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has put in place a Policy on Related Party Transactions (“RPT Policy”), which is approved by the Board of Directors of the Company. The RPT Policy provides for the identification of Related Party Transactions, necessary approvals by the Audit Committee / Board / Shareholders, and reporting and disclosure requirements in compliance with the provisions of the Act and SEBI (LODR) Regulations, 2015.

All contracts or arrangements or transactions that were entered into by the Company with the related parties during the year under review, were in the ordinary course of the business of the Company and the same were on an arm’s length basis. Also, all those transactions were in accordance with the provisions of the Companies Act, 2013, read with the rules issued thereunder.

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive nature.

Particulars of material contracts or arrangements or transactions at arm’s length basis are disclosed as per the prescribed Form AOC-2 and annexed as Annexure- IV which forms an integral part of this Report.

Further, the detailed disclosure on Related Party Transactions as per IND AS-24 and as per Schedule V of the SEBI (LODR) Regulations, 2015 containing the name of the related party and details of the transactions entered with such related party have also been provided in the financial statements. For further details, members may refer to notes to the Standalone Financial Statements.

22. INTERNAL FINANCIAL CONTROL

The Company has in place proper and adequate internal financial control systems commensurate with the nature of its business, size and complexity of operations. Internal control systems comprise policies and procedures that are designed to ensure the reliability of financial reporting, compliance with applicable laws and regulations. Necessary policies and procedures are in place inter alia to ensure that all assets and resources are acquired economically, used efficiently and protected adequately.

23. BOARD, COMMITTEES, KEY MANAGERIAL PERSONNEL AND MEETINGS Board of Directors

The Board of Directors (“Board”) of the Company has an optimum combination of executive and non-executive directors (including an Independent Woman Director). The Board composition is in conformity with the extant applicable provisions of the Act and SEBI (LODR) Regulations, 2015. The Board of the Company represents an optimal mix of professionalism, knowledge and experience.

Further, the Independent Directors on the Board of the Company are highly respected for their professional integrity as well as rich experience and expertise. The Board provides leadership, strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Company and its stakeholders.

Presently, Board comprises of the following members:
Sl. No.	Name of the Director	Designation	Date of Appointment
1.	Madhusudan Murlidhar Kela	Managing Director	March 10, 2022
2.	Sumit Bhalotia	Non-Executive Director, Non-Independent Director	March 27, 2022
3.	Sanjay Malpani	Independent Director	March 27, 2022
4.	Swati Mukesh Dujari	Independent Director	September 3, 2012

Note:

• During the year Mr. Subhash Mundra, Independent Director resigned with effect from May 14, 2022.

• During the year Mr. Sumit Bhalotia, Non-Executive Non-Independent Director and Mr. Sanjay Malpani, Independent Director joined the Board with effect from May 27, 2022.

Board Committees In accordance with applicable provisions of the Companies Act, 2013, the Board has constituted the following committees
SI. No.	Name of Committee	Name of Member	Category	Date of Appointment	Date of Cessation
1.	Audit Committee	Sanjay Malpani	Independent Director, Chairperson of the Committee	May 27, 2022
		Swati Dujari	Independent Director, Member
		Madhusudan Kela	Managing Director, Member	May 27, 2022
2.	Nomination and Remuneration Committee	Sanjay Malpani	Independent Director, Chairperson of the Committee	May 27, 2022
		Swati Dujari	Independent Director, Member
		Sumit Bhalotia	Non-Executive Director, Member	May 27, 2022
3.	Stake Holders Relationship Committee	Madhusudan Kela	Member	May 27, 2022
		Sanjay Malpani	Member	May 27, 2022
		Sumit Bhalotia	Member	May 27, 2022
4.	Share Transfer Committee	Sanjay Malpani	Independent Director, Chairperson of the Committee	May 27, 2022
		Madhusudan Kela	Managing Director, Member	May 27, 2022
		Sumit Bhalotia	Non-Executive Director, Member	May 27, 2022
5.	Finance Committee	Sanjay Malpani	Independent Director, Chairperson of the Committee	May 27, 2022
		Madhusudan Kela	Managing Director, Member	May 27, 2022
		Sumit Bhalotia	Non-Executive Director, Member	May 27, 2022
6.	Rights Issue Committee	Sanjay Malpani	Independent Director, Chairperson of the Committee	May 27, 2022
		Sumit Bhalotia	Non-Executive Director, Member	May 27, 2022
		Swati Dujari	Independent Director, Member	May 27, 2022

The Composition including the role, terms of reference and the power of aforesaid committees are in conformity with the requirement of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Key Managerial Personnel (KMP)

As on the date of this Report, Mr. Madhusudan Kela, Managing Director, Mr Rashmee Mehta, Chief Financial Officer and Mr Sanket Rathi, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Appointment/Re-appointment and cessation of Directors and Key Managerial Personnel

• With effect from May 27, 2022, Mrs. Ankita Chandak resigned as a Company Secretary and Compliance Officer and Mr Sanket Rathi was appointed as Company Secretary and Compliance Officer of the Company.

• Mr. Rashmee Mehta was appointed as the Chief Financial Officer with effect from September 9, 2022.

Directors retiring by rotation

In accordance with the provisions of Section 152 of the Act read with the Companies (Management & Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Sumit Bhalotia (DIN: 08737566), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Board of Directors recommends his appointment.

Details regarding Board/Committee Meetings

During the year under review, the Board, Committees of the Board and Independent Directors met on multiple occasions to discuss, decide and give directions on various issues concerning Company’s business and the matters incidental thereto.

Details of the meetings held during the year are as under:
Sr. No	Body	Number of time met during the year	Dates
1	Board	8	May 27, 2022
			August 8, 2022
			September 8, 2022
			November 12, 2022
			December 20, 2022
			January 16, 2023
			January 27, 2023
			March 20, 2023
2	Audit Committee	6	May 27, 2022
			August 8, 2022
			November 12, 2022
			December 20, 2022
			January 16, 2023
			January 27, 2023
3	Nomination and Remuneration Committee	4	May 27, 2022
			August 8, 2022
			September 8, 2022
			November 12, 2022
4	Rights Issue Committee	4	December 20, 2022
			January 4, 2023
			January 27, 2023
			February 9, 2023
5.	Finance Committee	3	November 12, 2022
			December 21, 2022
			January 27, 2023
6.	Share Transfer Committee	1	August 8, 2022
7.	Stakeholders Relationship Committee	1	January 16, 2023
8.	Independent Directors	1	January 16, 2023

Note:

• The numbers and frequency of aforesaid meetings are in compliance with applicable provisions of Companies Act, 2013.

• A detailed disclosure on the Board, its committees, its composition, and terms of reference, the number of Board and Committee meetings held, and attendance of the directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Annual General Meeting/Extraordinary General Meetings:

During the year, the Annual General Meeting of the Company was held on September 08, 2022.

Annual Performance Evaluation

The Board has approved the policy for evaluating the performance of the Board, its committees and individual directors in compliance with the provision of Section 178 read with Schedule IV of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. In accordance with the evaluation criteria approved, the Nomination and Remuneration Committee has carried out the annual performance evaluation of the Board as a whole, its committees and individual directors.

The Independent Directors carried out the annual performance evaluation of the Chairman, Non- Independent Directors and

the Board as a whole.

A structured questionnaire covering various aspects of the Board’s functioning was circulated to the Directors.

The criteria for evaluation of Independent Directors included attendance at the meetings, interpersonal skills, independent judgement, knowledge, compliance framework, etc.

The feedback and results of the questionnaire were collated and a consolidated report was shared with the Nomination and Remuneration Committee and the Board for improvements of its effectiveness.

The directors expressed their satisfaction with the evaluation process.

Declaration by Independent Directors under Sub-Section (6) Of Section 149

All independent directors have submitted requisite declarations confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015; and (ii) are compliant of the Code of Conduct laid down under Schedule IV of the Act. They have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority and that they have registered their name in the database maintained by Indian Institute of Corporate Affairs (IICA). In the opinion of the Board, all the independent directors have integrity, expertise and experience.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors pursuant to Section 164 of the Companies Act, 2013.

24. STATUTORY AUDITORS

Messrs. ARSK & Associates, Chartered Accountants, (ICAI Registration No. 315082E) were appointed as the Statutory Auditors of the Company. Currently, they hold Office of the Statutory Auditors upto the conclusion of the 32^nd Annual General Meeting. Accordingly, as per the said requirements of the Act, Messrs. ARSK & Associates, Chartered Accountants (Firm Registration No. 315082E) are proposed to be appointed as the Statutory Auditors for a period of 5 years commencing from the conclusion of 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting,

Messrs. ARSK & Associates has consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 41(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors have recommended the appointment of Messrs. ARSK & Associates as the Statutory Auditors of the Company from the conclusion of the 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting, to the shareholders.

The Report given by the Statutory Auditors on the financial statements of the Company for the financial year 2022-23 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Statutory Auditors have 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.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

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

26. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

27. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and the date of this report.

28. LISTING OF SHARES

The shares of your Company are listed at BSE Limited.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

30. FOREIGN EXCHANGE OUTGO AND EARNINGS:

During the year there were no foreign exchange transactions in the Company. The particulars regarding foreign exchange inflow and outflow are as follows:

Sr. No.	Particulars	FY 2022-23	FY 2021-22
i)	Foreign Exchange earnings	Nil	Nil
ii)	Foreign Exchange outgo	Nil	Nil

31. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR

Your directors have laid down criteria for the appointment of directors 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 Act, as a part of the Nomination and Remuneration Policy (“NRC Policy”) of the Company.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

The NRC Policy is also available on the website of the Company at https://mkventurescapital.com

32. OTHER DISCLOSURES During the year under review:

- There was no change in the nature of business of the Company;

- There was no revision in the financial statements of the Company;

- Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the

Act were not applicable for the business activities carried out by the Company;

- There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;

- There was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the

Company.

33. ACKNOWLEDGEMENT

Your directors would like to place on record their gratitude for the valuable contribution made by the employees with their efforts, teamwork and professionalism at all levels. Your directors acknowledge the support of the members and also wish to place on record their sincere appreciation for the continued support, cooperation, guidance and encouragement received from the government, regulatory and statutory bodies including Company’s bankers.

We are hopeful of receiving your continued support and cooperation in future as well.

For and on behalf of the Board of Directors

Sd/- Sd/-

Madhusudan Murlidhar Kela Sanjay Malpani

Managing Director Director

DIN: 05109767 DIN:07772768

Date: May 30, 2023 Place: Mumbai

---

Mar 31, 2015

Dear Members,

Your Directors have pleasure in submitting their 24th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results

The financial results of the Company are summarized as under:

Rs. In lakhs

Current Year Previous year ended ended 31.03.2015 31.03.2014 (INR) (INR)

Revenue from operations & 1,931.96 1,138.79 other Income

Profit / (Loss) before Depreciation 7.59 2.53 and Taxation

Less: Depreciation & Amortization 11.26 8.12

Profit / (Loss) before tax (3.68) (5.58)

Net Current tax expense -- -- Deferred tax 2.20 (2.77)

Prior Period Items (0.01) --

Net tax (benefit)

Net Profit / (Loss) for the year (1.48) (13.17)

Review of Operations

The year gone by was a surprisingly tough one for the economy; hopes of a quick recovery were belied. Stock Markets, however, tend to rise in anticipation of better economic performance. It was this rise that helped us increase our equity trading activities and reduce our losses substantially. The future also holds high promise of a considerably better business environment over the next 3-5 years, which would also lead to a rally in the equities markets. We are very positive on future trends and expect our financial performance to be much better in the years to come.

Material Changes and Commitments after the end of Financial Year

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

Dividend

In view of the loss, your Directors do not recommend any dividend for the Financial Year 2014-15. Information in accordance with Section 134(3) of the Act read with Companies (Accounts) Rules, 2014:

In view of the nature of activities of the Company, the particulars regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earnings and outgo during the year under report.

Directors and Key Managerial Personnel

Mr. Prerit Damani (DIN: 00015362), Director of the company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Pursuant to the provisions of Section 203 of the Act, 2013, the Company appointed Mr. Abhishek Bagri (DIN: 00015897) as Chief Financial Officer and Ms. Ankita Phophaliya as Company Secretary and formalized the appointment of Mr. Anil Kumar Bagri, Managing Director as key managerial personnel of the Company effective from 15th December, 2014.

Number of Meetings of the Board

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other board business.

During the year, eight Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Agreement.

Declaration from Independent Directors

Mr. Giriraj Ratan Damani (DIN: 00025141) and Ms Swati Dujari (DIN: 05349218), who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

Committees of the Board

During the year, in accordance with the Companies Act, 2013, the Board has constituted / reconstituted Committees. Currently the Board has the following Committees:-

Audit Committee Nomination & Remuneration Committee Shareholders' / Investors Grievances Committee Share Transfer Committee

Policy on Directors' Appointment and Remuneration and Criteria for Independent Directors

The Remuneration Policy for Directors and Senior Management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report.

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.

The annual evaluation was carried out in following manner:

Sr. Performance evaluation of Performance evaluation No.

1 Board and individual directors Board seeking inputs from all the Directors.

2 Individual directors Nomination and Remuneration Committee

3 Non-independent directors; Separate meeting of the Board as a whole and of Independent Directors, the Chairman taking into account the views of executive directors and non- executive directors

4 Board, its committees and Board meeting held after individual directors the meeting of the Independent Directors, based on evaluation exercise carried out above.

Criteria for performance evaluation was as follows:

Sr. Performance Criteria No. evaluation of

1 Board Board composition and structure; effectiveness of Board processes, information and functioning etc.

2 Directors Contribution 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 Chairperson was also evaluated on the key aspects of his / her role.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013

i. in the preparation of the annual financial statements for year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have been selected 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 on 31st March, 2015 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual financial statements have been prepared on a 'going concern' basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Adequacy of Internal Financial Controls

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and

* Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

Details of Subsidiaries / Joint Ventures / Associates

The Company does not have any subsidiary/ joint ventures/ associates.

Extract of Annual Return

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the Directors' report as Annexure-III

Secretarial Audit

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Shalini Hegde & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014- 15 and the Secretarial Auditors' Report issued by them is attached hereto as Annexure- IV:

With regard to the observations in the Secretarial Auditors' Report, your Directors have to state that the company is in the process of filing Form MGT-14 with the Registrar of Companies in respect of resolution passed at the Board Meeting held on 31.03.2015 for making investment.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure V

Deposits from Public

The Company has not accepted any public deposits in terms of Section 73 of the Act and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Auditors, Audit Report and Audited Accounts

M/s. Aalok Mehta & Co., Chartered Accountants (Membership No. 126756W), Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting. They have expressed their willingness to act as Auditors of the Company and given the confirmation that their appointment, if made, would be in conformity with the provision of Section 139 & 141 of the Companies Act, 2013. You are requested to appoint Auditors and fix their remuneration.

Safety, Environment and Health

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

Particulars of Loans, Guarantees and Investments

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

Related Party Transactions

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure VI.

Code of Conduct

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The Board members and senior management personnel have affirmed compliance with the said code of conduct.

Whistle Blower Policy / Vigil Mechanism

There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism.

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

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Prevention of Insider Trading

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

Risk Management

The Company has a process to identify the elements of risks to the business and growth of the Company and the management takes necessary steps and measures to mitigate these risks from time to time.

Internal Financial Controls:

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and

* Transactions being accurately reported and recorded timely The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

Corporate Governance Report

As per SEBI's circular no .CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the revised clause 49 is not mandatory to the Company.

Appreciation

The Board of Directors is thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company

For and on behalf of the Board

Indra Kumar Bagri Chairman Place: Mumbai Date: May 29, 2015

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Mar 31, 2012

The Directors have pleasure in presenting before you the Twenty First Annual Report and the audited Accounts for the year ended 3 1sl March, 2012.

Financial Results

(Rs. in Lakhs) Current Year Previous Year Ended Ended 31.03.2012 31.03.2011

Sales and Other Income 1,116.40 418.38

Profit / (Loss) before Depreciation and Tax 11.61 153.46

Less: Depreciation (8.49) (8.65)

Profit / (Loss) before Tax 3.12 144.81

Less: Provision for FBT & Written back (0.58) (36.52)

Deferred Tax Assets/Liability (1.04) (0.27)

Profit / (Loss) after Tax 1.50 108.02

Balance carried to balance sheet 1.50 108.02





Operations:

Conditions in the Capital Markets continue to be weak, and are reflected in your company's results. Your company has worked hard last year to protect capital as well as to try and encourage growth, thanks to which it ended in the black.

Future Prospects:

Your company is keeping pace with changes brought about by the regulatory authorities and is implementing it in the best possible manner, in the best interests of its clients as well its share-holders. Conditions, however, have only deteriorated since the last financial year and continue to be testing. There continues to be hope, however, that the government will take its long awaited steps to improve the overall business environment in the country.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the-nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act. 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning or outgo during the year under report.

Listing:

The shares of the Company are listed on Bombay Stock Exchange Limited and the listing fees for the year 2012-2013 were paid.

Directors

Shri Nikhil Doshi resigned as Director of the company with effect from July 16, 2012.. The Board hereby place on record the sincere appreciation of his valuable advice given by him during his tenure as Director of the company. _

Shri Indra Kumar Bagri and Shri Abhishek Bagri, Directors of the company would retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Mrs. Svvati Dujari has been appointed as Additional Director by the Board of Directors effective from 03/09/2012. By virtue of Section 260 of the Companies Act, 1956 she would hold office unto the date of the ensuing Annual General Meeting and she is eligible for appointment.

Deposits

The Company has not invited Deposits from the public.

Director's Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) That such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair , view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period.

iii) That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken;

iv) That the Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2012 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, would retire at the ensuing Annual General Meeting, and are eligible for re- appointment.

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors forms part of this report.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Place: Mumbai Sd/-

September 03, 2012 Indra Kumar Bagri

Chairman

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Mar 31, 2011

Director's Report to the Members

The Directors have pleasure in presenting before you the Twentieth Annual Report and the audited Accounts for the year ended 31st March, 2011.

Financial Results (Rs. in Lakhs) Current Year Previous Year Ended Ended 31.03.2011 31.03.2010

Sales and Other Income 418.38 140.33

Profit / (Loss) before Depreciation and Tax 153.46 (6.79)

Less: Depreciation (8.65) (3.13)

Profit / (Loss) before Tax 144.81 (9.92)

Less: Provision for FBT & Written back - (36.52)

Deferred Tax Assets/Liability (0.27) 0.23

Profit / (Loss) after Tax 108.02 (9.69)

Balance carried to balance sheet 108.02 (9.69)

Operations:

Despite extremely tough market conditions, we are happy that the company was able to post a reasonable profit. The new operations acquired last year of broking (the trading membership of National Stock Exchange Limited (NSE) and Business of being a Depository Participant of National Securities Depository Limited (NSDL)) has become fully operational without any problems. The company has introduced new trading strategies for its investors to protect capital as well as try and encourage growth.

Future Prospects:

The company is keeping pace with changes brought about by regulatory authorities and is implementing it in the best possible manner, in the best interests of its investors as well its various clients. The company is introducing more investment avenues to its clients and trying to create value for its investors in this part of the business. Growth for the company is inevitably linked to growth in the Indian Capital Markets, which are going through their share of pain. We are hopeful that with the Indian Government coming out with more business-friendly policies, the Indian Capital Markets will recover (the problems of the Western Developed Nations notwithstanding) and along with them, your company too will go through a period of sustained growth.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning or outgo during the year under report.

Listing:

The shares of the Company are listed on Bombay Stock Exchange Limited and the listing fees for the year 2011-2012 were paid.

Directors

Mr. Prerit Damani and Mr. Giriraj Ratan Damani, Directors of the company would retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Deposits

The Company has not invited Deposits from the public.

Director's Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) That such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit and Loss Account for that period.

iii) That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken;

iv) That the Annual Accounts, have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2011 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, would retire at the ensuing Annual General Meeting, and are eligible for re- appointment.

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors forms part of this report.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Sd/- Indra Kumar Bagri Chairman

Place: Mumbai September 05, 2011

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Mar 31, 2010

The Directors have pleasure in presenting before you the Nineteenth Annual Report and the audited Accounts for the year ended 31St March, 2010.

Financial Results

(Rs. in Lakhs)

Year Ended Year Ended

31.03.2010 31.03.2009

Sales and Other Income 149.53 50.13

Profit / (Loss) before Depreciation and Tax 6.79 (20.08)

Less Depreciation 3.13 3.09

Profit / (Loss) before Tax (9.92) (23.17)

Provision for FBT & written back - 0.35

Deferred Tax Assets/ Liability 0.23 0.04

Profit / (Loss) after Tax (9.69) (23.52)

Balance carried to balance sheet (9.69) (23.52)

Operations:



In the current year, the Company acquired the business of Broking (the Trading Membership of National Stock Exchange Limited (NSE)) and Depository Business (being a Depository Participant of National Securities Depository Limited (NSDL)) of Oasis Securities Ltd. after obtaining the necessary approvals of the Regulatory Authorities.

Future Prospects:

The company is trying to keep pace with the changes brought about by the regulatory authorities and is implementing them in the best interest of its investors. The company plans to expand more on this part of the business by offering a wider range of investment activities.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning or outgo during the year under report.

Listing:

The shares of the Company are listed on Bombay Stock Exchange Limited and the listing fees for the year 2010-2011 were paid.

Directors

Mr. Abhishek Bagn and Mr. Anil Bagri, Directors of the company would retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Deposits

The Company has not invited Deposits from the public.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) That such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit and Loss Account for that period.

iii) That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken;

iv) That the Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2010 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, would retire at die ensuing Annual General Meeting, and are eligible for re- appointment.

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Corporate Governance

, Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors forms part of this report.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.



For and on behalf of the Board

Mumbai

Sd/-

August 24, 2010 Indra Kumar Bagri

Chairman