Directors Report of Mefcom Capital Markets Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 40th Annual Report of Mefcom Capital Markets Limited along with Audited Financial Statements
(Standalone & Consolidated) for the year ended 31st March, 2025.

1. FINANCIAL SUMMARY

Particulars	Amount (Rs. in Lakhs)
	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	20669.86	21793.41	22087.33	23,328.33
Total Expenditure	20946.11	21,102.99	22301.32	22,464.92
Profit/(Loss)Before Depreciation And Tax (PBDT)	(270.61)	697.39	(206.89)	870.55
Less: Depreciation	5.64	6.97	7.09	7.14
Profit/(Loss)Before Tax	(276.25)	690.42	(213.98)	863.41
Exceptional Items	-	-	-	-
Profit/(Loss)before Tax	(276.25)	690.42	(213.98)	863.41
Prior Period Items	(2.80)	-	(2.80)	-
Less: Provisions for Taxation Including Deferred Tax	-	18.04	-	18.04
Profit/(Loss)After Tax(PAT)	(273.46)	672.38	(211.19)	845.37

No amount is proposed to be transfer to General Reserves in the Financial Year 2024-25.

2. FINANCIAL SUMMARY AND STATE OF COMPANY''S AFFAIRS

During the period under review, the company''s total revenue earned is Rs. 20669.86 Lakhs as compared to the total revenue of Rs. 21793.41 Lakhs
during the previous year. The Company has net Loss of Rs. 273.46 Lakhs in the current year as compared to Net Profit of Rs. 672.38 Lakhs in the
previous year.

The Consolidated Revenue from Operations, the total revenue earned is Rs. 22087.33 Lakhs in the current year as compared to the total revenue
of Rs. 23,328.33 Lakhs during the previous year. The Company has net Loss of Rs. 211.19 Lakhs in the current year as compared to Net Profit of Rs.
845.37 Lakhs in previous year.

The reason for losses in the current year is majorly on account of diminution in the valuation of stock- in trade as on 31st March 2024 and 31st
March2025 which has a combined impact in current year losses to the tune of Rs. 545.14 Lakhs.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements for the Financial Year ended 31st March, 2025 based on the Financial statements received from
Subsidiary company as approved by its Board of Directors, have been prepared in accordance with relevant Indian Accounting Standards issued by
the Institute of Chartered Accountants of India and forms an integral part of this Annual Report. These are financial Statements are also available for
inspection during regular business hours at our registered office in New Delhi India.

4. DIVIDEND

No Dividend was recommended by the Board of Directors during the financial year 2024-25.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There has been no material changes and commitments affecting the financial position of the company occurred between the end of the financial
year to which this financial statements relates and the date of the report.

6. CHANGE IN NATURE OF BUSINESS

There was no change in primary business activities of the company during the period under Review. However, there is substantial strategical revival
of Merchant banking activities carried out during the year. In this regard, We are pleased to inform that our Company successfully resumed its
merchant banking activities after a hiatus of over two decades. In May 2025, our Merchant Banking Division established a new office at Nariman
Point, Mumbai, India''s financial capital. This workspace enhances our capacity to foster enduring client partnerships and effectively support their
growth trajectories. This strategic revival represents a significant milestone in our journey and underscores our renewed commitment to leveraging
our expertise in capital markets activities comprised of IPO, FPO, Acquisitions & Takeovers, Right Issue and financial advisory services etc.

We are proud to report the successful completion of the Initial Public Offering (IPO) of Globe Civil Projects Limited in the first quarter of Fiscal Year
2025-26, which received an overwhelming response from investors across all categories and listed on the main board of the stock exchanges. Our
role as a merchant banker in this IPO further reinforces our position as a trusted and capable partner in capital markets. In addition to the IPO, we
have built a healthy pipeline of fund raise mandates and anticipate a more robust deal pipeline in the financial year 2025-26.

7. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has one Subsidiary Company namely M/s Mefcom Securities Limited. There has been no material change in the nature of the business
of the subsidiary.

A separate statement containing the salient features of financial statements of the Subsidiary of your Company pursuant to Section 129 and other
applicable provisions, if any, of the Companies Act, 2013) is annexed as Annexure 1.

The Financial Statements of the Subsidiary Company and related information are available for inspection by the members at the Registered Office
of your Company during business hours on all days except Second Saturdays, Sundays and public holidays up to the date of the Annual General
Meeting (''AGM'') as required under Section 136 of the Companies Act, 2013. Any members desirous of obtaining a copy of the said Financial
Statements may write to the company at its Registered Office. The Financial Statements including the Consolidated Financial Statements, Financial

Statements of Subsidiary and all other documents required to be attached to this report have uploaded on the website of your Company i.e https://
www.mefcom.in/ during the reporting period, no company has become or ceased to be a subsidiary/joint venture or associate Company.

8. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONALS (KMP)

During the financial year 2024-25 & till date, the following changes took place in the Board of Directors of the Company:

S. No.	Name	DIN	Designation / Nature of Change	Effective Date
1.	Ms. Priyanka Mehta	00058291	Appointed as Non¬ Executive Director	28/05/2024
2.	Ms. Nisha Ashwani Kumar	01089668	Resigned from Non¬ Executive Director	28/05/2024
3.	Mr. Sameer Rajendra Purohit	05002079	Appointed as Executive Director	12/08/2024
4.	Mr. Shailendra Haruray	00075083	Resigned from Non¬ Executive Independent Director	24/09/2024
5.	Mr. Sham Nijhawan	00057210	Resigned from Non¬ Executive Independent Director	24/09/2024
6.	Mr. Shri Ram Khanna	07723472	Appointed as Non¬ Executive Independent Director	31/01/2025
7.	Mr. Ajay Kumar Poddar	00177384	Appointed as Non¬ Executive Independent Director	31/01/2025
8.	Ms. Priyanka Mehta	00058291	Change in Category from Non- Executive Director to Executive Director.	31/01/2025
9.	Mr. Ajay Kumar Poddar	00177384	Resigned from Non¬ Executive Independent Director	23/05/2025
10.	Mr. Vijay Kant Mishra	00174380	Appointed as Non¬ Executive Independent Director	13/08/2025
11.	Ms. Priyanka Mehta	00058291	Change in Category from from Executive Director to Non- Executive Director	13/08/2025

During the financial year 2024-25 & till date, the following changes took place in the Key Managerial Personnel of the Company:

S. No.	Name	M. No. / DIN	Designation / Nature of Change	Effective Date
1.	Ms. Priyanka Goyal	A37645	Resigned from the position of Company Secretary & Compliance Officer	07/04/2025
2.	Ms. Rachita Aggarwal	A76311	Appointed as Company Secretary & Compliance Officer	23/05/2025

9. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Annual Return: The Annual Return in accordance with the provisions of Section 92(3) and 134(3) of the Companies Act, 2013 and rules made
thereunder is available on Company''s website and can be accessed at https://www.mefcom.in/

ii. Meeting of Board of Directors: the Board of Directors of the company met 5 (Five) times during the year. The intervening gap between any two
meetings was within the time period and the quorum at these meetings was inconformity with the provisions of the Companies Act, 2013 and
Listing Regulations and the Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India. The following
Meetings of the Board of Directors were held during the Financial Year 2024-25.

S. No.	Date of Meeting	Board''s Strength	No. of Directors Present
1	28.05.2024	6	6
2	12.08.2024	6	6
3	11.11.2024	4	4
4	31.01.2025	6	6
5	10.02.2025	6	4

The particulars of the Directors and attendance at the Board Meetings during the year, the attendance in the last Annual General Meeting,
number of other directorships (excluding directorship in Mefcom Capital Markets Limited) and Committee Memberships as on 31.03.2025 are
as follows:

S.No.	Name of Directors	Designation	Attendance at the meeting		No. of Directorship as on 31.03.2025	No. of Committees positions held in the other public companies as on 31st March, 2025
			BOD	AGM Held on 23.09.2024		Member	Chairperson
1	Mr. Vijay Mehta	Managing Director	5	Yes	6	1	0
2	Mrs. Nisha Ashwani Kumar	Director	1	NA (Resigned on 28.05.2025)	0	0	0
3	Mr. Sham Nijhawan	Non-Executive Independent Director	2	Yes (Resigned on 24.09.2024)	1	0	0
4	Mr. Shailendra Haruray	Non-Executive Independent	2	Yes (Resigned on 24.09.2024)	5	0	0
5	Mr. Tarsem Garg Chand	Non-Executive Independent Director	5	Yes	3	0	0
6	Ms. Priyanka Mehta	Director	5	Yes	2	0	0
7	Mr. Sameer Rajendra Purohit	Executive Director	3	Yes	4	0	0
8	Mr. Shri Ram Khanna	Non-Executive Independent Director	2	NA (Appointed on 31.01.2025)	2	0	0
9	Mr. Ajay Kumar Poddar	Non-Executive Independent Director	1	NA (Appointed on 31.01.2025)	4	0	0

iii. Meeting of Independent Directors

In compliance of Section 149 of Companies Act, 2013 and the provisions of Listing Regulations a separate meeting of Independent Directors
was held on 10th February, 2025. Attendance of Independent Directors at the meeting is given hereunder:

Name of Director	Present (Yes/No)
Mr. Shri Ram Khanna	yes
Mr. Tarsem Garg Chand	yes
Mr. Ajay Kumar Poddar	yes

iv. Committees of the Board:

Currently the Board has three committees: Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship
Committee.

Audit Committee:

The Audit Committee comprises of Three members, out of them two are Independent Directors namely Mr. Shailendra Haruray (Chairman) &
Mr. Tarsem Garg Chand and in view of the appointment of new Independent Directors Mr. Shri Ram Khanna and Mr. Ajay Kumar Poddar on the
Board, the Audit committee has been re-constituted. All the recommendations made by the Audit Committee were accepted by the Board.
During the financial year 2024-25 the Committee met Four times on 28.05.2024, 12.08.2024, 11.11.2024, 10.02.2025, and the attendance of
members at the meetings is as under:

Name of Members	Designation	Number of Meetings entitled to attend	No. of meetings attended
Mr. Shailendra Haruray (Resigned on 24.09.2024)	Chairman	2	2
Mr. Tarsem Garg Chand	Change in designation Member to Chairman (w.e.f. 11.11.2024)	4	4
Mr. Vijay Mehta	Member	4	4

Mr. Shri Ram Khanna (Appointed on 31.01.2025)	Member	1	1
Mr. Ajay Kumar Poddar (Appointed on 31.01.2025)	Member
	1	1

Nomination & Remuneration Committee:

The Nomination & Remuneration Committee comprises of three independent members namely Mr. Shailendra Haruray (Chairman), Mr.
Tarsem Garg Chand & Mr. Sham Nijhawan and in view of the appointment of new Independent Directors Mr. Shri Ram Khanna and Mr. Ajay
Kumar Poddar (Chairman) on the Board, the Nomination & Remuneration committee has been re-constituted. During the financial year the
committee met Two times on 12.08.2024 & 10.02.2025 the composition of the committee and attendance of members at the meetings are
as under:

Name of Members	Designation	Number of Meetings entitled to attend	No. of meetings attended
Mr. Shailendra Haruray (Resigned on 24.09.2024)	Chairman	1	1
Mr. Sham Nijhawan (Resigned on 24.09.2024)	Member	1	1
Mr. Tarsem Garg Chand	Member	2	2
Mr. Ajay Kumar Poddar (Appointed on 31.01.2025)	Chairman	1	1
Mr. Shri Ram Khanna (Appointed on 31.01.2025)	Member	1	1

Stakeholders ''Relationship Committee

The Stakeholders'' Relationship Committee comprises of three members out of them two are Independent Directors namely Mr. Shailendra
Haruray (Chairman) and Mr. Tarsem Garg Chand and in view of the appointment of new Independent Directors Mr. Shri Ram Khanna (Chairman)
and Mr. Ajay Kumar Poddar on the Board, the Stakeholder Relationship committee has been re-constituted. During the year the committee
met two times on 12.08.2024 & 10.02.2025 the composition of the committee and attendance of members at the meetings are as under:

Name of Members	Designation	Number of Meetings entitled to attend	No. of meetings attended
Mr. Shailendra Haruray (Resigned on 24.09.2024)	Chairman	1	1
Mr. Tarsem Garg Chand	Member	1	1
Mr. Vijay Mehta	Member	2	2
Mr. Shri Ram Khanna (Appointed on 31.01.2025)	Chairman	1	1
Mr. Ajay Kumar Poddar (Appointed on 31.01.2025)	Member	1	1

V. Directors'' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134 (3) (c) read with Section 134 (5) of
the Companies Act, 2013, in preparation of annual accounts for the financial year ended 31st March, 2025 and state that:

1. In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2025, the applicable accounting standards have been followed
with proper explanation relating to material departures.

2. The Directors had elected such accounting policies and applied them consistently and made judgments and estimates that were 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 losses of the Company for that
period.

3. The Directors had 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 irregularities.

4. The Directors had prepared the annual accounts for the financial year ended 31st March, 2025 on a going concern basis.

5. The Directors had laid down proper internal financial controls to be followed by the company and that such internal financial controls are,
adequate and are operating effectively.

6. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.

Vi. Independent Directors:

As per declaration received from Independent Directors they meet the criteria of independence as laid down under Section 149(6)of the Companies
Act, 2013 and have complied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules, 2014, as amended as on date. As per
evaluation done by the Nomination and Remuneration Committee and by the Board of all the Independent Directors of the Company by considering
the parameters such as whether the Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and
independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for
Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management,
expertise and experience etc., the Independent Directors have maintained the integrity, expertise and have vast experience in the industry. They
possess required qualification, skills, expertise and experience to be appointed as Independent Directors of the Company. The Independent Directors
have complied with the code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

vii. Board Evaluation:

In terms of requirements of Listing Regulations and provisions of Companies Act, 2013, Nomination cum Remuneration Committee of the Board of
Directors of the Company specified the manner for effective evaluation of performance of Board, its Committees and Individual Directors. Based on
the same, annual evaluation of its own performance, performance of its Committees, Individual Directors including Independent Directors was carried
out during the reporting period. The Company had adopted the evaluation parameters as suggested by ICSI and SEBI with suitable changes from
Company''s perspective.

The Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually
including Independent Directors (excluding the director being evaluated) has been made.

Board evaluation was carried out on the basis of questionnaire prepared after considering various inputs received from the Directors, covering various
aspects revealing the efficiency of the Board''s functioning such as development of suitable strategies and business plans, size, structure and expertise
of the Board and their efforts to learn about the Company and its business, obligations and governance.

Performance evaluation of Directors was carried out by Board and Nomination and Remuneration Committee on parameters such as appropriateness
of qualification, knowledge, skills and experience, time devoted to Board, deliberations and participation level in board functioning, extent of diversity
in the knowledge and related industry expertise, attendance and participations in the meetings and workings there of and Initiative to maintain high
level of integrity and ethics and the same was apprised to the Board of Directors.

Independent Directors had carried out performance evaluation of Non-Independent Directors in their separate meeting, the Board as a whole and
performance evaluation of Chairman/ Managing Director was carried out, taking into account the views of Executive and Non-Executive Directors.

The performance of Committees were evaluated on parameters such as whether the Committees of the Board are appropriately constituted, have
appropriate number of meetings held each year to accomplish all of its responsibilities, maintain the confidentiality of its discussions and decisions,
conduct self-evaluation at least annually, make periodical reporting to the Board along with its suggestions and recommendations.

Independent Directors'' performance evaluation was carried out on parameters such as whether the Directors uphold ethical standards of integrity
and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality
maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board
deliberations on strategy, performance, risk management etc.

The Board/Directors expressed their satisfaction with the evaluation process.

viii. Particulars Of Contracts And Arrangements With Related Parties:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business
and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which
could be considered material in accordance with the policy of the Company on materiality of related party transactions. The particulars of contracts
or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed to the Board''s
Report as Annexure-2.

All Related Party Transactions entered into during the financial year were placed before the Audit Committee and the Board of Directors for approval.
The Company has a process in place to periodically review and monitor Related Party Transactions. All the related party transactions were in the
ordinary course of business and at arm''s length basis. The Policy on materiality of related party transactions and dealing with related party transactions
as approved by the Board may be accessed on the Company''s website at the link: https://www.mefcom.in/mefcom-policies.html

ix. Remuneration Policy:

The brief of the Remuneration policy has been uploaded on website of the company at link: https://www.mefcom.in/mefcom-policies.html

10. CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, compliance with the provisions of Regulation 17 to 27 and clauses (b)to(i)and(t)of sub-regulation(2)of regulation 46 and para C,D
and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (Listing Regulations)
were not applicable on the company during the financial year 2024-25.

11. VIGIL MECHANISM

The Company has a Whistle Blower & Vigil Mechanism Policy and has established the necessary vigil mechanism for grievances Redressal of the
Directors and employees to report concerns about unethical behavior. All Protected Disclosures concerning financial/accounting matters should be
addressed to the Chairman of the Audit Committee of the Company for investigation. The said policy has been uploaded on the website of the
Company and may be accessed at the link: https://www.mefcom.in/mefcom-policies.html

12. RISK MANAGEMENT

The Board has developed and implemented a Risk Management Policy which assists the Board to have a check up on all the risk factors that the
organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and assist the
Board to overcome the Risks. Risk Management Policy as reviewed and approved by the Board and Audit Committee is available on the website and
may be accessed at the link: https://www.mefcom.in/mefcom-policies.html

13. NTERNAL FINANCIAL CONTROL

The Board adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s
policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and
the timely preparation of reliable financial disclosures. For the assurance of best possible Internal Financial Controls to be followed by the Company,
furtherance to the current Internal Financial Controls, a Policy of Internal Financial Control was reviewed and approved by the Board and Audit
Committee and the same is available on the website and may be accessed at the link: https://www.mefcom.in/mefcom-policies.html

14. STATUTORY AUDITORS AND THEIR REPORT

The statutory auditor of Company, Satya Prakash Garg & Co., Chartered Accountants, Noida (FRN No.:017544N), was appointed for a period of 5 (five)
years from the conclusion of 37th Annual General Meeting (AGM) till the conclusion of the 41th Annual General Meeting of the Company. The report
given by the statutory auditor on the financial statements of the Company is part of the Annual Report. There are no qualifications, observations or
adverse remarks in the Auditors'' Report for the financial year 2024-25 which require any clarification/explanation. The Notes on financial statements are
self-explanatory, and needs no further explanation. There has been no frauds reported by auditors under sub-section (12) of section 143 of Companies
Act, 2013.

15. COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not
applicable for the business activities carried out by the Company and accordingly no such accounts and records are made and maintained.

16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable as per the
provisions of Section 135 of the Companies Act, 2013.

17. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The company has given inter-corporate Loans to non-related parties and the company has not made any investment during the year under review. No
Guarantee given or Securities provided by the Company during the year under review.

18. INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares
of the company to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been
designated as the Compliance Officer. It has also been posted on the website and may be accessed at the link: https://www.mefcom.in/ shareholders.
html

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Conservation of Energy: The Company is engaged in providing the financial services and such operations do not account for substantial energy
consumption. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures have been
adopted by the Company such as:

a. The steps taken or impact on conservation of energy: The Company always emphasized on the conservation of energy, it installed energy
efficient equipments such as Installation of TFT monitors that save the power resulting in less consumptions of the energy, comparatively
and also supports go green initiative.

b. The steps taken by the company for utilizing alternate sources of energy: Installation of invertors/generators has been done as the alternate
sources of energy.

c. The capital investment on energy conservation equipments: Investments in installation of invertors/generators.

2. Technology absorption: Operations of the company do not involve any kind of special technology and there was no expenditure on research &
development during this financial year. However, your company continues to upgrade its technology.

a. The efforts made towards technology absorption: The Company continues to make substantial investments in its technology platforms and
systems and spread its electronically linked branch network. During the year under review the Company has installed several software and
this efforts will reduce the unnecessary usage of paper and manpower.

b. The benefits derived like product improvement, cost reduction, product development or import substitution: N.A.

c. In case of imported technology (imported during last three years reckoned from the beginning of the financial year: N.A.

d. The expenditure incurred on Research and Development : NIL

3. Foreign Exchanges Earnings & outgo (in Rs.): NIL

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'' S OPERATIONS IN FUTURE

There have been No significant or material order passed by regulators or courts or tribunals which would impact the going concern status and
company''s operations in future.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee in the company who if employed throughout the financial year, was in receipt of remuneration for the year which, in the
aggregate, was not less than one crore and two lakh rupees or if employed for a part of the financial year, was in receipt of remuneration for any part
of the year, at a rate which, in aggregate, was not less than Eight lakh and fifty thousand rupees per month for received remuneration in excess of that
drawn by the Managing Director /Whole Time Director / Manager and holding 2% or more equity share capital of the company (himself) along with
and dependent children), and therefore we confirm that no employee drawing remuneration in excess of the limits as provided in the said rules.

22. DISCLOSURES REGARDING ESOPs

The Company has not provided any Stock Option Scheme to the employees.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report.

24. DEPOSIT

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013, read
with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31st March, 2025.

25. SHARE CAPITAL

During the year under review, there were no change in the Capital Structure of the Company, the authorised and paid - up share capital of the
Company remain unchanged. The Company has not issued Shares, Debentures with differential voting rights, granted stock options and sweat equity
shares during the year.

26. SECRETARIAL AUDITOR

The Board has appointed M/s B K Sharma & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit of the Company for
FY 2024-25 under the provisions of Section 204 of the Companies Act, 2013.

The Report of Secretarial Auditor is annexed with this report as Annexure-3. There are no qualifications, observations or adverse remark or disclaimer
in the said report.

27. DISCLOSURES WITH RESPECT OF DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

None of the shares of the company are lying in demat suspense account/unclaimed suspense account.

28. COMPLIANCE OF SECRETARIAL STANDARDS

Your Directors states that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that
such system is adequate and operating effectively and the applicable Secretarial Standards have been duly complied by your Company.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redresses) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees are covered under the policy. No complaint has been received and disposed of during the year 2024-25.

The following is the status of complaints received and resolved during the financial year:

Number of complaints received: NIL

Number of complaints disposed off: NIL

Number of complaints pending beyond 90 days: NIL

The above reflects the Company''s commitment to timely and effective redressal of complaints.

30. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder.
The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided
with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

31. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on
the March 31,2025.

Male Employees: 9

Female Employees: 2

Transgender Employees: 0

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of
gender.

32. LISTING OF SHARES

The shares of the Company are listed on BSE Limited and the listing fee for the year 2024-25 has been duly paid.

33. ACKNOWLEDGEMENT

The results of an organization are great reflective of the efforts put in by the people who work for/ with the company. The Directors fully recognize the
contribution made by the employees of the company and all stakeholders for successful operations of the company. The Directors also place on record
their sincere appreciation to Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL, Bankers, Business Associates, Shareholders, Auditors,
Financial Institutions and other individuals/bodies for their continued support.

For and on behalf of the Board of Directors of
MEFCOM CAPITAL MARKETS LIMITED

Place : New Delhi Vijay Mehta

Date : 13.08.2025 DIN: 00057151

Chairman & Managing Director

---

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the SOthAnnual Report of the Company together with Audited Accounts for the year ended 31 st March, 2015.

FINANCIAL RESULTS

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED 31ST ENDED 31ST MARCH 2015 MARCH 2014 (RS. IN LACS) (RS. IN LACS)

Gross Income 235.80 129.96

Total Expenses 174.40 121.30

Profit/ (Loss) before 69.33 16.66

interest, Depreciation and

Tax

Depreciation 5.94 5.92

Interest 1.99 2.08

Provision for Tax 0.00 0.00

Prior period expenses 0.00 0.03

Profit/ (Loss) after Tax 61.40 8.66

OPERATION AND FUTURE OUTLOOK

Your Company has earned a net profit of Rs. 61,40Lacsas on March 31 st 2015 against a profit of Rs.8.66Lacsin previous year ended on March 31st 2014.

Your Company has increased its income from Merchant Banking activities to Rs. 45.5 Lacs for the financial year 2014-15 in comparison to previous year 2013-14where we had income of Rs. 38.95Lacs only.

DIVIDEND

With a view to conserve resources of the Company, the Directors of the Company do not recommend any dividend.

SUBSIDIARY COMPANIES

The company has one subsidiary company namely M/s Mefcom Securities Ltd. There has been no material change in the nature of the business of the subsidiary.

As percircular No. 2/2011 dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs. A statement containing brief financial details of the subsidiary company for the financial year ended March 31st, 2015 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/ its subsidiary at the registered office of the Company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the registered office of the respective subsidiary company. The Company shall furnished a copy of the details of annual accounts of subsidiary to any member on demand.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per clause 49 of Listing Agreement with Stock Exchange, the company has adopted a code of conduct which is applicable to the members of the board and senior management of the company. The company fully complies with the Corporate Governance practices as enunciated in the Listing Agreement, Corporate Governance report and Management Discussion & Analysis Report annexed as Annexure, which forms part of this report.

PUBLIC DEPOSIT

During the year under review, the company has not accepted any deposits as defined under section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

DIRECTORS

In accordance with the provisions of the companies act 2013 and Articles of Association of the Company, Shri. Sham Nijhawanis liable to retire by rotation at the ensuring General Meeting, but being eligible offers themselves for re-appointment. The Board recommends their re- appointment.

In accordance with the Clause 49 of Listing Agreement and Section 149 and 152 of the Companies Act, 2013, the board has appointed Ms. NishaAshwani Kumar as an Additional Director of the Company, at its meeting held on March 30, 2015. She too holds office upto the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/re-appointment has been given in the Notice of the Annual General Meeting.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually and evaluation of the working of its Audit as well as Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year, four Board Meetings and four Audit Committee Meetings were convened and held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013 and Clause 49 (lll)(D)(4)(a) of Listing Agreement with Stock Exchange in the preparation of annual accounts for the year ended March 31,2015, your directors would like to state that:-

i. In the preparation of the annual accounts, the applicable accounting standards have been followedalongwith proper explanation relating to material departures, if any.

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 2014-15 and of the profit or loss of the Company for the year ended March 31st, 2015.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts of the company for the year ended March 31 st, 2015 on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

AUDIT COMMITTEE

In accordance with the requirement of clause 49 of the Listing Agreement with Stock Exchange, the board has constituted the Audit Committee which comprised 3 (three) Independent Directors Shri TarsemGarg(Chairman), Shri Sham Nijhawan and Shri ShailenderaHaruaryas members of the audit committee.

The composition role, functions and powers of the Audit committee are in accordance with the applicable laws and the Listing Agreement with the Stock Exchange.

AUDITORS

STATUTORY AUDITORs

The Auditors M/s V.K. Dhingra& Company, Chartered Accountants will "re-appoint" in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished to the Company a written certificate to the effect that the proposed reappointment, if made, will be in accordance with Section 139 of the Companies Act, 2013.

AUDITORS' REPORT

As regards the Auditors' observations, the relevant note in the significant Accounting Policies, notes on accounts and other disclosures are self explanatory and it is reproduced as given in notes on accounts point no 31(b) i.e. "Gratuity is being provided on cash basis". During the year no gratuity was paid. Andfor the next financial year the Company is considering to subscribe the Group Gratuity Scheme of Life Insurance Corporation of India.

The point no 2(e)-Your Board would like to apprise you that Mr. T.R.Khare had vacated the office of Director w.e.f. July 24, 2015.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has Appointed M/S AAA and Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B"

The observation made in Secretarial Auditor's Report regarding, Mr.Tika Ram Khare, independent director who is deemed to have vacated the office pursuant to provisions of Section 167(1 )(b) of the Companies Act, 2013 as he has not attended any meeting in person during the financial year 2014-15. The Board would like to apprise you that Mr. Tika Ram Khare has vacated his office w.e.f. 24.07.2015.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as "Annexure C".

RELATED PARTY TRANSACTIONs

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large.

CODE OF CONDUCT

The board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.mefcom.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealing and in particular on matters relating to integrity in the work place, in business practices and dealing with stakeholders. All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

THE Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company established a vigil mechanism to be known as the 'Whistle Blower Policy' for its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit committee, in appropriate or exceptional cases.

Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics counselor or the Chairman of Audit Committee of the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company share by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading Window is closed. The board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the company has constituted a business risk management committee. The details of the committee and terms of reference are set out in the Corporate Governance Report forming part of the Board report.At present the company has not identified any element of risk which may threaten the existence of the company.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual

General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

CONSERVATION OF ENERGY

* The Company is engaged in providing financial services and such operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve energy. Several environment friendly measures have been adopted by the company such as:

* Installation of TFT monitors that save the power.

* Automatic power shut down of the monitors

* Creating environmental awareness by way of distributing information in electronic form.

* Minimizing Air conditioning usage.

* Shutting off all the lights when not in use.

* Education and awareness programme for the employees.

The management frequently puts circulars on the corporate intranet for the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance with the same.

TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segment in which the company works and lays utmost emphasis on the systems development and innovation with the use of new technological advancement. During the year, the company has installed several softwares and this effort will reduce the unnecessary usage of paper and manpower.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, company did not have any foreign exchange earnings and out go.

DEMATERIALISATION OF SHARES

In pursuance of SEBI/ Stock Exchange direction, your company offered demat option to its estimated shareholders so as to enable them to trade the shares in the demat form. In response, 96.11 % shares have been converted into demat form upto March 31, 2015. The ISIN No. is INE186C01015.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of the Report and accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on corporate Governance along with a Certificate of Compliance form the Auditors and Management Discussion and analysis Report form part of this Report.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the co-operation and assistance extended to the company by various Government departments, regulators, stock exchanges, other statutory bodies and bankers to the company. The directors thankfully acknowledge the continuous support and guidance of all the shareholders and, more importantly, for the confidence reposed in the company's management.

BY ORDER OF THE BOARD FOR MEFCOM CAPITAL MARKETS LIMITED

Sd/- Place: New Delhi (Vijay Mehta) Dated: July 31,2015 Managing Director

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Accounts of the company for the year ended 31 st March 2014.

FINANCIAL RESULTS

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED ENDED 31ST MARCH, 31ST MARCH, 2014 2013 (Rs. IN LACS) (Rs. IN LACS)

Gross Income 129.96 356.94

Total Expenses 113.30 355.52

Profit / (Loss) 16.66 1.42 before Interest,

Depreciation and Tax

Depreciation 5.92 7.43

Interest 2.08 5.43

Provision for 0.00 0.00

Income Tax (incl. fringe benefit tax)

Prior period 0.00 0.03 expenses

Profit / (Loss) after 8.66 (11.47)

OPERATIONS AND FUTURE OUTLOOK

Your Company has earned a net profit of Rs.8.66 lacs against a loss of Rs. 11.47 lacs in the previous year.

Your company has increased its income from Merchant Banking activities to Rs.38.95 Lacs in comparison to previous year where we had income of 14.45 Lacs only.

Your directors are putting their best efforts for the growth of the company.

DIVIDEND

With a view to conserve resources of the company, the Directors of the company do not recommend any dividend.

SUBSIDIARY COMPANIES

The company has one subsidiary company namely M/s Mefcom Securities Ltd. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, Ministry of Corporate Affairs vide its circular No.2/2011 dated 8th February, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary company with the balance sheet of the company. A statement containing brief financial details of the subsidiary company for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary at the registered office of the company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the registered office of the respective subsidiary company. The Company furnish a copy of the details of annual accounts of subsidiary to any member on demand.

COPORATE GOVERNANCE / MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreement with Stock Exchange, the Company has adopted a Code of Conduct which is applicable to the members of the Board and senior management. The Company fully complies with the Corporate Governance practices as enunciated in the Listing Agreement, Corporate Governance Report and Management Discussion and Analysis Report are annexed and marked Annexure-1, which form part of this report.

PUBLIC DEPOSIT

During the year under review, the company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

DIRECTORS

In Accordance with the provisions of Companies Act, 1956 and Articles of Association of the company, Shri Shri Shailendra Haruray and Shri Tarsem Garg are liable to retires by rotation at the ensuing Annual General Meeting, but being eligible offers themselves for re-appointment. The Board recommends their re- appointment.

DIRECTORS RESPONSIBILITY STATMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) The directors had adopted such accounting policies and are applying them consistently and to make 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 on 31st March, 2014 and of the losses of the Company for that year.

(c) The directors had taken 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.

(d) The directors had prepared the annual accounts of the Company for the year ended March 31, 2014 on a "Going Concern" basis.

AUDIT COMMITTEE

In accordance with the requirement of Clause 49 of the Listing Agreement with Stock Exchange, the Board has constituted the Audit Committee which comprised 3(three) Independent Directors viz Shri Tarsem Garg (Chairman) Shri Sham Nijhawan Shri Shri Shailendra Haruray besides Shri T.R.Khare as a member.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the Listing Agreement with the Stock Exchange.

AUDITORS

Statutory Auditors

M/s V. K. Dhingra & Company, Chartered Accountants, New Delhi, hold office as the Auditors of the Company until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a Certificate to the effect that the re-appointment, if made, would be with in the limits prescribed under the Section 224(1-B) of the Companies Act, 1956.

AUDITORS''REPORT

As regards the Auditors'' observations the relevant Note in Significant Accounting Policies, Notes on Accounts and other disclosures are self-explanatory and, therefore, do not call for any further comments.

CONSERVATION OF ENERGY

- The company is engaged in providing financial services and such operations do not account for substantial energy consumption. However the company is taking all possible measure to conserve the energy. Several environment friendly measures have been adopted by the company such as:

Installation of TFT monitors that save the power.

- Automatic power shut down of the monitors

- Creating environmental awareness by way of distributing information in electronic form.

Minimizing Air-Conditioning usage. Shutting off all the lights when not in use. Education and awareness programs for the employees.

The management frequently puts circulars on the corporate intranet for the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance with the same.

TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segment in which the company works and lays utmost emphasis on the system development and innovation with the use of new technological advancements. During the year the company has installed several software''s and this effort will reduce the unnecessary usage of paper and manpower.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, company did not have any foreign exchange earning and out go.

DEMATERIALISATION OF SHARES

In pursuance of SEBI / Stock Exchange directions, your Company offered demate option to its esteemed shareholders so as to enable them to trade the shares in the demate form. In response, 96.08% shares have been converted into demat form up to 31st March, 2014. The ISIN Number-INE186C01015.

PARTICULARS OF EMPLOYEES

During the year under report, the relations between the Company''s management and its staff continued to remain cordial. The Directors place on record their deep appreciation of the devoted services of the staff and executives.

No employee of the company is getting remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the co-operation and assistance extended to the company by various Government departments, regulators, stock exchanges, other statutory bodies and bankers to the company. The directors thankfully acknowledge the continuous support and guidance of all the shareholders and, more importantly, for the confidence reposed in the Company''s management.

By order of the Board

For Mefcom Capital Markets Ltd

Sd/-

Place: New Delhi (ViJay Mehta)

Dated: May 30, 2014 Chairman

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Accounts of the company for the year ended 31st March 2013.

FINANCIAL RESULTS

FOR THE FOR THE YEAR ENDED YEAR ENDED PARTICULARS 31st MARCH, 31st MARCH, 2013 2012 (Rs. IN LACS) (Rs. IN LACS)

Gross Income 356.94 76.46

Total Expenses 355.52 106.65

Profit / (Loss) before Interest, 1.42 (30.19)

Depreciation and Tax

Depreciation 7.43 9.50

Interest 5.43 29.33

Provision for Income Tax (incl. 0 0

fringe benefit tax)

Prior period expenses 0.03 0

Profit / (Loss) after Tax (11.47) (69.02)

OPERATIONS AND FUTURE OUTLOOK

Your Company has incurred a loss of Rs.11.47 lacs as compared to the loss of Rs.69.02 lacs in the previous year. This loss is mainly due to the erosion of value in the investment in shares held by the company during the year.

Merchant Banking activities is also very low in the year under review in comparison to the previous year. The company is taking necessary steps to show better results in ensuing year in this activity.

Your directors are putting their best efforts for the growth of the company.

DIVIDEND

With a view to conserve resources of the company, the Directors of the company do not recommend any dividend.

SUBSIDIARY COMPANIES

The company has one subsidiary company namely M/s Mefcom Securities Ltd. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, Ministry of Corporate Affairs vide its circular No.2/2011 dated 8th February, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary company with the balance sheet of the company. A statement containing brief financial details of the subsidiary company for the financial year ended March 31, 2013 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary at the registered office of the company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the registered office of the respective subsidiary company. The Company furnish a copy of the details of annual accounts of subsidiary to any member on demand.

COPORATE GOVERNANCE / MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreement with Stock Exchange, the Company has adopted a Code of Conduct which is applicable to the members of the Board and senior management. The Company fully complies with the Corporate Governance practices as enunciated in the Listing Agreement, Corporate Governance Report and Management Discussion and Analysis Report are annexed and marked Annexure-1, which form part of this report.

PUBLIC DEPOSIT

During the year under review, the company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

DIRECTORS

In Accordance with the provisions of Companies Act, 1956 and Articles of Association of the company, Shri Sham Nijhawan and Shri T. R. Khare retires by rotation at the ensuing Annual General Meeting, but being eligible offers themmselves for re-appointment. The Board recommends their re-appointment.

The terms of Mr. Vijay Mehta, as Managing Director expired on 30.09.2012 therefore he has been appointed Managing Director of the Company by the Board of Directors in their meeting held on 30th May 2013 w.e.f. 01.07.2013.

DIRECTORS RESPONSIBILITY STATMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

The directors had adopted such accounting policies and are applying them consistently and to make 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 on 31st March, 2013 and of the losses of the Company for that year.

The directors had taken 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.

The directors had prepared the annual accounts of the Company for the year ended March 31, 2013 on a "Going Concern" basis.

AUDIT COMMITTEE

In accordance with the requirement of Clause 49 of the Listing Agreement with Stock Exchange, the Board has constituted the Audit Committee which comprised 3(three) Independent Directors viz Shri Tarsem Garg (Chairman) Shri Sham Nijhawan Shri Shailendra Haruray and Shri T.R.Khare as a member.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the Listing Agreement with the Stock Exchange.

AUDITORS Statutory Auditors

M/s V. K. Dhingra & Company, Chartered Accountants, New Delhi, hold office as the Auditors of the Company until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a Certificate to the effect that the re-appointment, if made, would be with in the limits prescribed under the Section 224(1-B) of the Companies Act, 1956.

AUDITORS'' REPORT

As regards the Auditors'' observations the relevant Note in Significant Accounting Policies, Notes on Accounts and other disclosures are self- explanatory and, therefore, do not call for any further comments.

CONSERVATION OF ENERGY

The company is engaged in providing financial services and such operations do not account for substantial energy consumption. However the company is taking all possible measure to conserve the energy. Several environment friendly measures have been adopted by the company such as:

Installation of TFT monitors that save the power.

Automatic power shut down of the monitors.

Creating environmental awareness by way of distributing information in electronic form.

Minimizing Air-Conditioning usage.

Shutting off all the lights when not in use.

Education and awareness programs for the employees.

The management frequently puts circulars on the corporate intranet for the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance with the same.

TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segment in which the company works and lays utmost emphasis on the system development and innovation with the use of new technological advancements. During the year the company has installed several software''s and this effort will reduce the unnecessary usage of paper and manpower.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, company did not have any foreign exchange earning and out go.

DEMATERIALISATION OF SHARES

In pursuance of SEBI / Stock Exchange directions, your Company offered demate option to its esteemed shareholders so as to enable them to trade the shares in the demate form. In response, 95.85% shares have been converted into demate form up to 31st March, 2013. The stock code number is ISIN - INE186C01015.

PARTICULARS OF EMPLOYEES

During the year under report, the relations between the Company''s management and its staff continued to remain cordial. The Directors place on record their deep appreciation of the devoted services of the staff and executives.

No employee of the company is getting remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the co-operation and assistance extended to the company by various Government departments, regulators, stock exchanges, other statutory bodies and bankers to the company. The directors thankfully acknowledge the continuous support and guidance of all the shareholders and, more importantly, for the confidence reposed in the Company''s management.

By order of the Board

For Mefcom Capital Markets Ltd.

Place : New Delhi (Vijay Mehta)

Dated: May 30, 2013 Chairman

---

Mar 31, 2012

Dear Shareholders,

The Directors have pleasure In presenting the 27* Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

FOR THE FOR THE YEAR ENDED YEAR ENDED PARTICULARS 31st MARCH, 31st MARCH, 2012 2011 (Rs.IN LACS) (Rs.IN LACS)

Gross Income 76.46 109.27

Profit / (Loss) before Interest, (30.19) (47.97) Depreciation and Tax

Depreciation 9.50 7.13

Interest 29.33 31.87

Provision for Income Tax

Prior period expenses 4.11

Profit / (Loss) after Tax (69.02) (91.08)

OPERATIONS AND FUTURE OUTLOOK

The Company has shown a net loss this year as mentioned above. It is because this year market conditions were unfavorable for IPO and other major activities in the capital marKet; which affects the business of the company and further affects the total income of the company.

The Company has got permanent registration as Merchant Bankers from SEBI. The small and medium companies have now got a separate SME platform to list their shares so now even small companies can 90 for IPO which will also help to increase the business of your company. It is expected that company will grow in future and will give better results as the capital market is expected to do better in future.

DIVIDEND

With a view to conserve resources of the company, the Directors of the company do not recommend any dividend.

DIRECTORS

In Accordance with the provisions of Companies Act. 1956 and Articles of Association of the company, Mr. Shailendra Haruray retires by rotation at the ensuing Annual General Meeting, but being eligible offers himself for re-appointment The Board recommends his re-appointment.

Due to their personal reasons, Mr. P.K. Rajgarhia resigned as a director of the company with effect from 29.10.2011 and Mr. R.K.Pandey resigned as a director w.e.f. 30.04.2012. The Directors wish to place on record their appreciation for the contribution made by Mr. P. K. Rajgarhia and Mr. R.K.Pandey during their tenure. However, Mr. Tarsem Garg has appointed as Additional Director of the company as on 23.06.2012.

DIRECTORS RESPONSIBILITY STATMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- The directors had adopted such accounting policies and are applying them consistently and to make 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 on 31" March, 2012 and of the Losses of the Company for thai year.

The directors had taken 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.

- The directors had prepared the annual accounts on a "Going Concern" basis.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

CONVERTIBLE WARRANTS

During the year under consideration, the Company had allotted 10 Lacs Equity Shares against conversion of 10 lacs fully Convertible Warrants and forfeited 8 lacs Fully Convertible Warrants due to non payment of allotment money. Further the shares allotted as mentioned above has been listed with BSE as on 08/05/2012.

SUBSIDIARY COMPANIES

The company has one subsidiary company namely M/s Mefcom Securities Ltd. M/s Mefcom Infrastructure Projects Ltd. Is no more a subsidiary of the company w. e. f. 12/03/2012. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, Ministry of Corporate Affairs vide its circular No.2/2011 dated 8"1 February, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company with the Balance Sheet of the company. A statement containing brief financial details of the subsidiary company for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/ its subsidiary at the Registered Office of the company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the Registered Office of the respective subsidiary company. The Company furnish a copy of the details of annual accounts of subsidiary to any member on demand.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and the requirements of the Listing Agreement and has implemented all mandatory stipulations prescribed there under. Report on Corporate Governance for the year ended 31"'' March, 2012 in terms of Clause 49 of the Listing Agreements entered into with the Stock Exchanges In India forms part of the Annual Report. Certificate from the Company Secretary in Whole Time Practice, M/s Lalit K Agarwal & Company, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management discussion and Analysis Statement on the Company''s performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable is attached to this report

CODE OF CONDUCT

In terms of Clause 49 of the Listing Agreement the Company has formulated a Code of Conduct for the Directors and Senior Managerial Personnel. All the Board members and senior managerial persons have given their consent to adhere to the code of conduct to the Compliance Officer. As per requirement of Listing Agreement, the code of conduct is also available on Company''s website www.mefcom.ln

AUDITORS

M/s V. K. Dhingra & Company, Chartered Accountants, New Delhi retire at the conclusion of this Annual General Meeting and being eligible for reappo ntment nave expressed their willingness to be re-appo,ntea, as statutory a.d tors of Ine company Your directors recommend tneir reappointment.

PARTICULARS OF EMPLOYEES

No employee of the company is getting remuneration in excess of the limits prescribed under Section 217 (2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY

The company is engaged in providing financial services and such operations do not account for substantial energy consumption. However the company is taking all possible measure to conserve the energy. Several environment friendly measures have been adopted by the company such as:

Installation of TFT monitors that save the power. '' Automatic power shut down of the monitors. - Creating environmental awareness by way of distributing information in electronic form, Minimizing Air-Condltioning usage Shutting off a me gnts wnen not in use Education and awareness programs for the employees

The management frequently puts circulars on the corporate intranet for the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance with the same.

TEC H N OLOGY ABSORPTION

The management understands the importance of technology in the business segment in which the company works and lays utmost emphasis on the system development and innovation with the use of new technological advancements. During the year the company has installed several software''s and this effort will reduce the unnecessary usage ot paper and manpower.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, company has not earned anything in foreign exchange. However, during the year the company has Incurred 7 1.39 lacs in foreign exchange.

INSURANCE

The property and assets of the company have been adequately insured wherever needed.

LISTING WITH STOCK EXCHANGES

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, tne company hereby declares that the listing for its shares continued mrcgho-t tne year w th "Bombay Stock Exchange Limited" Phiro2e Jee,eebnoy Toners Da a Street. Mumbai- 400001

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accojntmg Stanoard AS-21 the consolidated f nancial statements are furn sneo herew th ana form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

ACKNOWLEDGEMENT

Your directors place on record their appreciation and thanks for the assistance and support extended by various Government departments, Regulators, Stock Exchanges, other statutory bodies and Bankers to the company. The Directors also place on record their sincere appreciation for the company''s employees wno are instrumental for smooth workng of the company Your D rectors oo* forward to tneir continuing support and unstinting efforts in ensuring the excellent all round operational performance.

By order of the Board

For Mefcom Capital Markets Ltd.

Place : New Delhi (VIJay Mehta)

Dated: June 23, 2012 Chairman

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2011.

FINANCIAL RESULTS

PARTICULARS FOR THE FOR THE

YEAR ENDED YEAR ENDED

31ST MARCH, 31ST MARCH,

2011 2010

(Rs. IN LACS) (Rs. IN LACS)

Gross Income 152.36 38.54

Profit / (Loss) before Interest, (47.97) 128.06

Depreciation and Tax

Depreciation 7.13 6.92

Interest 31.87 -

Provision for Income Tax (incl. - -

fringe benefit tax)

Prior period expenses 4.11 0.04

Profit / (Loss) after Tax (91.08) 121.10

OPERATIONS AND FUTURE OUTLOOK

Despite four-fold increase in the gross income, the company has shown a net loss as mentioned hereinabove. It has been mainly due to provision for diminishing in the value of share investments held by the company, interest on amount borrowed for subscribing to the warrants of Banswara Syntex and also due to increase in expenses.

The future outlook of your company seems bright as of now. There is a substantial appreciation in the share price of Banswara Syntex. Restriction on the sale of these shares, which were received after conversion of warrants, is also over by the end of April, 2011. Your company is also signed as lead manager to the Public issue of Sanco Industries Ltd., list of which is expected to open during the current year. The share investments presently held by the company are expected to yield better returns this year. Your directors are working on many other propositions, effect of which should materialise shortly.

KEY INITIATIVES

Strategic Partnership with Beaufort International Associates Limited

Your directors are pleased to inform that your company has entered into a strategic partnership with a leading London based Merchant Bank, M/s Beaufort International Associates Ltd., who are also members of London Stock Exchange. The MOU with Beaufort was signed in June, 2011. With this strategic alliance, your company will now be able to extend cross- border financial services to the clients which, over a time period should substantially add to the revenues of the company.

DIVIDEND

With a view to conserve resources of the company, the Directors of the company do not recommend any dividend.

DIRECTORS

In Accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Shri R. K. Pandey retires by rotation at the ensuing Annual General Meeting, but being eligible offers himself for re-appointment. The Board recommends his re-appointment.

Mr. Shailendra Haruray was appointed additional Director of the Company w.e.f. 28.04.2011 and shall hold office up to the conclusion of this Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received by the Company, signifying his intention to propose the appointment of Mr. Shailendra Haruray, as Director of the Company.

Ms. Priyanka Mehta resigned as a Director of the Company with effect from 7th February, 2011. The Directors wish to place on record their appreciation for the contribution made by Ms Priyanka Mehta during her tenure.

DIRECTORS RESPONSIBILITY STATMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- The Directors had adopted such accounting policies and are applying them consistently and to make 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 on 31st March, 2011 and of the losses of the Company for that year.

- The Directors had taken 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.

- The Directors had prepared the annual accounts on a "Going Concern" basis.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

CONVERTIBLE WARRANTS

During the year under consideration, the company had allotted 18 Lacs fully convertible warrants @ Rs 12.50/- each and application money had been received to the extent of 25%.

SUBSIDIARY COMPANIES

A statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached to the accounts. The Central Government has issued a General Circular No.2/2011 dated 8th February, 2011 directing that the provision of Section 212 shall not apply in relation to subsidiaries of those companies which comply with certain disclosure requirements.

In terms of the general exemption granted by the central Government under section 212(8) of the Companies Act, 1956 and as per resolution passed by the board of directors at their meeting held on 28th April, 2011, the audited statements of accounts and the auditors report thereon for the year ended March 31, 2011 along with the report of board of directors of the company's subsidiaries have not been annexed.

The annual accounts of the subsidiaries and the related detailed information shall be made available to shareholders of the company and its subsidiaries seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the registered office at 5th Floor, Sanchi Building, 77, Nehru Place, New Delhi-110019.

AUDITORS

M/s V. K. Dhingra & Company, Chartered Accountants, New Delhi retire at the conclusion of this Annual General Meeting and being eligible for reappointment, have expressed their willingness to be re-appointed, as statutory auditors of the Company. Your Directors recommend their reappointment.

PARTICULARS OF EMPLOYEES

No employee of the company is getting remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY

The Company is engaged in providing financial services and such operations do not account for substantial energy consumption. However the Company is taking all possible measure to conserve the energy. Several environment friendly measures have been adopted by the Company such as:

- Installation of TFT monitors that save the power.

- Automatic power shut down of the monitors.

- Creating environmental awareness by way of distributing information in electronic form.

- Minimizing Air-Conditioning usage.

- Shutting off all the lights when not in use.

- Education and awareness programmes for the employees.

The management frequently puts circulars on the corporate intranet for the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance with the same.

TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segment in which the company works and lays utmost emphasis on the system development and innovation with the use of new technological advancements. During the year the company has installed several softwares and this effort will reduce the unnecessary usage of paper and manpower.

CORORATE SOCIAL RESPONSIBILITY INITIATIVES BY THE COMPANY

Purely making profit cannot be the only goal of the company. Any company exists within the framework of a society and it has to give back to the society. At Mefcom, the need to give back to the society is recognized and to have a much focused approach for giving back to the society. The company has passed an ordinary resolution pursuant to section 293 (1) (e) of the Companies Act,1956 in the Annual General Meeting held on 29th September, 2007, wherein 5% of the net profits of the company would be contributed to enrich lives and fulfill our responsibilities towards the needy and underprivileged sections of the society. This amount shall be contributed to "Vijay Mehta Foundation" the charitable society of Mefcom Group, which shall be undertaking the following activities;

- Medical facilities for poor people

- Primary education Up to high school.

- Scholarships to students from poor families.

- Contribution to NGOs serving of handicapped children, women old age homes etc.

- Any other charitable activity suggested by the Board of Directors of the contributing companies.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, company has not earned anything in foreign exchange. However, during the year the company has incurred Rs. 1.16 lacs in foreign exchange.

INSURANCE

The property and assets of the company have been adequately insured wherever needed.

LISTING WITH STOCK EXCHANGES

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the company hereby declares that the listing for its shares continued throughout the year with "Bombay Stock Exchange Limited" Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai– 400001.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the consolidated financial statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a certificate of Compliance from a practicing Company Secretary and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your directors place on record their appreciation and thanks for the assistance and support extended by various Government Departments, Regulators, Stock Exchanges, other statutory bodies and Bankers to the company. The Directors also place on record their sincere appreciation for the company's employees who are instrumental for smooth working of the company. Your Directors look forward to their continuing support and unstinting efforts in ensuring the excellent all round operational performance

By order of the Board For Mefcom Capital Markets Ltd.

Place : New Delhi (Vijay Mehta) (T. R. Khare)

Dated : June 30, 2011 Chairman Director