Mefcom Capital Markets Ltd

To,

The Members of

Mefcom Capital Markets Limited

Your Directors have pleasure in presenting the 39th Annual Report of Mefcom Capital Markets Limited along with Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2024.

1. FINANCIAL SUMMARY

No amount is proposed to be transfer to General Reserves in the Financial Year 2023-24

2. FINANCIAL SUMMARY AND STATE OF COMPANY’S AFFAIRS

During the period under review, the company’s total revenue earned is Rs. 21793.41 Lakhs as compared to the total revenue of Rs. 6066.1 Lakhs during the previous year. The Company has net profit of Rs. 672.38 Lakhs as compared to Net loss of Rs. in (496.15) Lakhs.

The Consolidated Revenue from Operations, the total revenue earned is Rs. 23,328.33 Lakhs as compared to the total revenue of Rs. 6626.99 Lakhs during the previous year. The Company has net profit of Rs. 845.37 Lakhs as compared to Net loss of Rs. (563.23) Lakhs in previous year.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements for the Financial Year ended 31st March, 2024 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 2023-24.

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 business activities of the company during the period under Review.

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 2023-24 there has been no change in the directors of the company. However, the following are the changes in the Key Managerial Persons of the Company:

1. Ms. Priyanka Goyal (M No. : A37645) has been appointed as the Company Secretary and Compliance officer of the Company w.e.f. 20/05/2023.

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 4 (Four) 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-1on 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 2023-24.

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 31.03.2024 are as follows:

In compliance of Section 149 of Companies Act, 2013 and the provisions of Listing Regulations a separate meeting of Independent Directors was held on 13th February, 2024. Attendance of Independent Directors at the meeting is given hereunder:

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

The Audit Committee comprises of Three members, out of them two are Independent Directors namely Mr. Shailendra Haruray (Chairman) and Mr. Tarsem Garg Chand. All the recommendations made by the Audit Committee were accepted by the Board. During the financial year 2023-24 the Committee met Four times on 20.05.2023, 14.08.2023, 10.11.2023, 13.02.2024, and the attendance of members at the meetings is as under:

The Nomination & Remuneration Committee comprises of three independent members namely Mr. Shailendra Haruray (Chairman), Mr. Tarsem Garg Chand, Mr. Sham Nijhawan. During the financial year the committee met one time on 20.05.2023 the composition of the committee and attendance of members at the meetings are as under

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. During the year the committee met one time on 20.05.2023, the composition of the committee and attendance of members at the meetings are as under

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, 2024 and state that:

1. In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2024, 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, 2024 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.

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.

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.

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

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

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 2023-24.

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

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

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

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 2023-24 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.

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.

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.

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.

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

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

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.

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 _fty 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.

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

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

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, 2024.

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.

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 2023-24 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.

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

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.

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 2023-24

The shares of the Company are listed on BSE Limited and the listing fee for the year 2023-24 has been duly paid.

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.