Mercantile Ventures Ltd Directors Report

Dear Shareholders,

The Board of Directors of your Company take pleasure in presenting the Annual Report of the Company together with the audited consolidated & standalone financial statements and the auditors Report thereon for the financial year ended 31st March 2025.

1. FINANCIAL RESULTS

Description	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	3,656.07	2,983.03	7,218.53	6,038.97
Other Income	232.19	350.09	1,286.99	570.07
Profit/(Loss) Before Interest & Depreciation	358.11	364.96	1,422.93	584.56
Interest	20.36	24.72	20.40	133.86
Depreciation	84.00	95.65	93.32	98.93
Profit/(Loss) before Exceptional Items andTax	253.75	244.59	1,309.21	351.77
Exceptional Items	-	-	-	985.50
Profit (Loss) before tax and after Exceptional items	253.75	244.59	1,309.21	(633.73)
Provision for taxation Current tax	176.82	185.79	368.75	204.51
Deferred tax	(617.22)	(38.15)	(686.08)	(61.86)
Profit/(Loss) AfterTax	694.15	96.95	1,626.54	(776.38)
Share of profit from LLP/Partnership Firms/ Associate	(4.99)	(5.68)	(4.98)	(5.68)
Share of profit/(loss) from associate	-	-	-	-
Net Profit/(Loss) for the period from discontinued operations	-	-	1.06	19.45
Minority Interest	-	-	(109.00)	(35.67)
Net Profit/(Loss) for the period	689.16	91.27	1731.62	(798.28)
Pre-Acquisition (Profit)/Loss for the period	-	-	-	372.04
OtherComprehensive Income (Net)	16.93	3,626.69	(471.69)	4,242.50
TotalComprehensive Income forthe year	706.09	3,717.96	1,259.93	3,816.26

2. Highlights of the Companys financial performance for the year ended March 31, 2025 Standalone

• Revenue from operations was Rs. 3,656.07 lakhs (previous year Rs. 2,983.03 lakhs)

• Profit after tax for the year was Rs. 694.15 lakhs (previous year Rs. 96.95 lakhs)

• Total Comprehensive Income was Rs. 706.09 lakhs (previousYear Rs. 3717.96 lakhs) Consolidated

• Revenue from operations was Rs. 7218.53 lakhs (previous year Rs. 6038.97 lakhs)

• Profit after tax for the year was Rs. 1626.54 lakhs (previous year loss of Rs. 776.38 lakhs)

• Total Comprehensive Income was Rs. 1259.93 lakhs (PreviousYear Rs. 3816.26 lakhs)

3. Amount, if any, which the Board proposes to carry to any reserves

The Board of Directors has decided to retain the amount of profits for financial year 2024-25. The Company has not transferred any amount to the Reserves for the year ended 31st March 2025.

4. Dividend

The Board of Directors has not recommended any dividend for the year.

5. Major events occurred during the year and till the date of the report Scheme of Amalgamation:

The Board of Directors at their meeting held on 08th April 2025, had approved the Scheme of Amalgamation of India Radiators Limited (Transferor Company) with and into Mercantile Ventures Limited (Transferee Company) and their respective shareholders and creditors and subsequently the Company had filed an application to BSE Limited along with the draft scheme within the statutory timelines pursuant to Regulation 37 of the SEBI LODR Regulation 2015.

Acquisition of India Radiators Limited erstwhile promoters shareholding:

The Company has completed the acquisition of 38.41% of equity share capital in India Radiators Limited on 8th July 2024, from the erstwhile promoters of India Radiators Limited, as per terms of the share purchase agreement dated January 05, 2024 (SPA) in compliance with the SAST regulations and has become the promoter of India Radiators Limited.

6. Change in Nature of Business, If Any;

There has been no change in the nature of business during the financial year.

7. Material Changes and Commitments

There are no material changes and commitments during the Financial Year.

8. Changes in the capital structure of the company during the year There are no changes in the capital structure of the company during the year.

9. Issue of shares or other convertible securities

During the year, the company has not issued any equity shares or preference shares or any securities which carry a right or option to convert such securities into shares

10. Investor Education and Protection Fund (IEPF)

There were no such instances requiring any transfer of any amount by the company to the IEPF as required under Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

11. Details of Employee Stock Options

There are no Employee Stock Options Scheme(s) implemented by the Company during the year.

12. Directors

Retirement of Independent Directors

During the Financial year, Ms. Sashikala Srikanth (DIN: 01678374) and Mr. A L Chandramouli (DIN: 02299091) retired as Independent Directors from the company consequent to the completion of their respective second term of five years as at the closing hours of 24th March 2025.

Appointment of Ms. Rita Chandrasekar (DIN: 03013549) as Non-Executive- Independent Director

Ms. Rita Chandrasekar (DIN: 03013549) was appointed as Non-Executive- Independent Directors of the Company w.e.f. 25th March 2025 by the shareholders through postal ballot on 22nd March 2025 for the first term of 5 (five) consecutive years.

Appointment & Resignation of Ms. M S Niranjhan (DIN: 01650785) as Non-Executive- Independent Director

Mr. M S Niranjhan (DIN: 01650785) was appointed as Non-Executive- Independent Directors of the Company w.e.f. 25th March 2025 by the shareholders through postal ballot on 22nd March 2025 for the first term of 5 (five) consecutive years and subsequently he resigned from his office with effect from the closing business hours of 31st July 2025.

Re -Appointment of Mr. G D Sharma (DIN: 08060285) as Non-Executive- Independent Director

Mr. G D Sharma (DIN: 08060285), was re-appointed as Independent Director for the second term of 5 (five) consecutive years and holds office commencing from 12th June 2025 to 11th June 2030 by the shareholders through postal ballot on 22nd March 2025.

Directors who retire by rotation

Mr.K Gopalakrishnan (00621061), Non-Executive - Non Independent Director who retires by rotation and being eligible, offers himself for re-appointment.

13. Key Managerial Personnel

During the Financial year, Mr.V Padmanabha Sarma, resigned from the post of Chief Financial Officer of the Company with effect from 21st June 2024 and Mr. N Umasankar was appointed as Chief Financial Officer of the Company with effect from 22nd June 2024 as per Section 203 of the Companies Act, 2013.

14. Declaration of Independent Directors and statement on compliance of code of conduct

The Independent Directors have submitted their declarations with respect to their independence to the Board as required under Section 149(6) of the Companies Act, 2013 so as to qualify themselves for the continuance as independent directors under the provisions of the Companies Act, 2013 and the relevant rules and they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

15. Board Meetings

The Company had 5 (Five) board meetings on 23-05-2024,14-08-2024, 07-11-2024,12-02-2025 and 11-03-2025 during the financial year under review.

The intervening gap between the meetings was within the period prescribed under the Companies Act,2013. Details of meetings held and at tendance of directors are mentioned in the Corporate Governance Report, which forms part of this Report.

16. Board Committees

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The Composition of Committees, changes in committee positions number and dates of meetings of such committees held during the year are given in the Corporate Governance Report.

17. Companys Policy on Directorsappointment and remuneration

The Companys Policies relating to appointment of directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 are uploaded in the website ofthe Company in the following link.

https://www.mercantileventures.co.in/index.php/policies/

18. Familiarization Program

The details of the familiarization programme for Independent Directors are available at the Companys website.

19. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Boards performance and performance of the non-independent Directors were considered/evaluated by the independent directors at their meeting without the participation of the non-independent director and key managerial personnel.

These Meetings are conducted to assess the quality, quantity and timeliness of flow of information between the Companys Management and the Board that are necessary for the Board to effectively and reasonably perform its duties.

Pursuant to the provisions of the Companies act, 2013 and Regulation 17 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

20. Remuneration of Directors and Employees

Disclosures with respect to the remuneration of directors, employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure - I to this report.

21. Remuneration received by Whole time Director from subsidiary companies

The Whole time Director does not receive any remuneration in any of the subsidiary companies.

22. Directors Responsibility Statement

In accordance with the provisions of section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year ended 31st March 2025;

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 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and tha such systems are adequate and operating effectively;

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

23. Internal Control Systems & their adequacy

Companys Internal Control System has been designed for providing accurate recording of transactions with internal checks and prompt reporting, adherence to applicable accounting standards and policies, compliance with applicable statutes, management policies and procedures, effective use of resources and safeguarding of assets.

The Internal audit was carried out periodically through a practicing chartered accountant. The observations arising out of the audit were periodically reviewed and compliance ensured. The summary of the internal audit observations and management responses were submitted to the Board after review by the Audit Committee.

24. Frauds Reported by Auditors as per Sec 143 (12) other than those which are reportable to the Central Government.

There were no frauds reported by Statutory Auditor, Secretarial Auditor to the Audit Committee/ Board.

25. Consolidated Financial Statements

In accordance with the section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, Listing regulations and Ind AS 110, the consolidated audited financial statement forms part of the Annual Report in addition to the standalone audited financial statement of the company.

26. Disclosures relating to Subsidiaries

A Report on performance and financial position of the subsidiaries highlighting the performance of each and their contribution to the overall performance of the company forms part of the financial statement in Form AOC-1. There are no associates / Joint Ventures.

27. Companies which have become or ceased to be subsidiaries, associates and joint ventures

M/s. Walery Security Management Limited has become a material subsidiary of the Company pursuant to regulation 16(1) (C) of the SEBI LODR regulations. Other than that, there are no Companies which have become or ceased to be subsidiaries, associates or joint ventures.

28. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

29. Particulars of Loans, Guarantees or Investments

The particulars of Loans, guarantees and investments covered under section 186 of the Companies Act 2013 are provided in the notes to the financial statements.

30. Particulars of Contracts or Arrangements made with Related Parties.

All transactions entered by the Company with related parties were in the ordinary course of business and at arms length pricing basis. There were no materially significant transactions with related parties during the financial year 2024-25 which were in conflict with the interests of the Company.

The Board has approved the policy on related party transactions.

Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2 in Annexure-II.

The policy has been uploaded on the Companys website, under the web link: http://mercantileventures.co.in.

31. Corporate Social Responsibility

The company has complied with the provisions of Section 135 of the Companies Act 2013. The details of CSR activities containing details of CSR Committee Members, brief outline of the CSR policy, overview of the CSR initiatives, prescribed expenditure, amount spent etc. that form part of this Report are furnished in Annexure-III.

The CSR policy is available in the website of the Company.

32. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The business of the Company is leasing of immovable properties and Manpower supply services. The particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption are not applicable to the business operations of the Company.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Inflow: Nil Foreign Exchange Outflow: Nil

33. Risk Management.

As per the Provision of SEBI (LODR), the constitution of Risk Management Committee is applicable only to the top 1000 listed entities. This provision is not applicable to M/s. Mercantile Ventures Limited, as it is not coming under the top 1000 listed entities.

34. Vigil Mechanism

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for Directors and employees to report to the Management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors and provides adequate safeguards against victimisation, if any.

The Whistle Blower policy has been uploaded in the following web link. https://www.mercantileventures.co.in/ wp-content/ uploads/2019/07/Whistle-blower-policy.pdf

35. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company

There are no significant and material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

36. Auditors Statutory Auditors

M/s. Venkatesh & Co., Chartered Accountants (Firm Registration No.004636S) were appointed as statutory auditors of the Company by the Members in the 21st Annual General Meeting held on 22nd September 2022 pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Companies Act 2013 and shall hold office till the conclusion of the 26th AGM to be held in the year 2027, at a remuneration of Rs. 4,50,000/- (Rupees Four Lakhs and Fifty Thousand only) plus reimbursement of out of pocket expenses and applicable taxes.

Secretarial Auditor

The Company has appointed M/s. KRA & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the Secretarial Audit reports (Form MR -3) in respect of the Secretarial Audit of the Company and its Material Unlisted Company i3 Security Private Limited and Walery Security Management Limited for FY 2024-25 carried out by M/s. KRA & Associates, Practicing Company Secretaries, forms part to this report in Annexure - IV.

Cost Auditor

The business activity of the Company is not covered under rule 3 of The Companies (Cost Records and Audit) Rules, 2014. Hence, the maintenance of cost records and requirement of cost audit under section 148(1) of the Companies Act, 2013 are not applicable.

37. Qualifications, reservations or adverse remarks or disclaimers made by the statutory auditor and the practicing company secretary in their reports

Observations/Qualification in Statutory Audit report on the consolidated Financial Statements for the financial year ended March 31, 2025 provided by M/s. Venkatesh & Co, Statutory Auditors of the Company:

Basis for Qualified Opinion:

We draw your attention to the following qualification to the audit opinion of the financial statements of M/s Walery Security Management Limited, Subsidiary of the Holding company (M/s Mercantile Ventures Limited) issued by an Independent firm of Chartered Accountants (R.G.N Price & Co) vide report dated 19-05-2025 reproduced by us as under:

During the year, The Company holds, 10%/9% 2.20 crores nos. redeemable cumulative preference shares of nominal value Rs. 10 per share aggregating to Rs. 22 crores of a company, purchased at par, in respect of which dividends remain unpaid since FY 2019-20.

In the absence of valuation reports in support of the fair-market value of these investments, we were unable to assess either the arms length nature of this acquisition or the carrying value of these investments in terms of the principles outlined in Ind AS 109 Financial Instruments and Ind AS 113 - Fair Value Measurement and its consequential impact on the results of the Company for the year ended March 31,2025.

Further, during the previous year, the issuer company had raised a request for roll over for a further five-year term and the same has been agreed upon by the Company.

Explanations in response to Statutory Auditor Qualifications:

The investment by Walery Security Management Ltd relates to Redeemable Cumulative Preference Shares. The valuation of preference shares is not required under current regulations and the preference shares have been transferred at par and on arms length basis considering the short maturity periods. In our opinion, the carrying value of the investments is appropriate and is in compliance with IND AS 109 on financial instruments and IND AS 113 on fair value measurement.

Observations in Secretarial Audit Report (MR-3) provided by M/s. KRA & Associates, Secretarial Auditors of the Company:

Regulation 31-Shareholding of one promoter company has not been dematerialized to the extent of 0.16% of the total Promoters shareholding, since the company is under liquidation.

Explanations in response to Secretarial Auditor Qualifications:

Dematerialisation of the shares could not be done by the promoter company since the company is in liquidation.

38. Disclosure on Compliance with Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

39. Corporate Insolvency Resolution Process Initiated under the Insolvency and Bankruptcy Code, 2016 (IBC)

There are no applications filed for corporate insolvency resolution process, by any financial or operational creditor or by the company itself under the IBC before the NCLT during the financial year.

40. Annual Return

The copy of annual return of the Company as on March 31,2025 is available on the Companys website under the web link: http://mercantileventures.co.in.

41. Certificate on Compliance of Conditions of Corporate Governance

A report on Corporate Governance as stipulated under Schedule V and Regulation 34(3) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from a practicing company secretary confirming compliance with the conditions of corporate governance as stipulated is annexed to this Report.

42. Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace. A policy is in place and an Internal Complaints Committee has been constituted which is monitoring the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of POSH and the Rules made there under. There were no complaints reported under the POSH during the year under review.

43. Management Discussion and Analysis Report

a) Industry Structure and developments

Indias real estate market has closed yet another strong year, with record-breaking leasing and sales and a growing appetite for new launches. Despite global uncertainties, the Indian economy remains resilient, solidifying investor confidence. This optimism is mirrored in Indias office market, with gross leasing hitting a record 53.4 million sq. ft. in January-September 2024. Key sectors, such as IT, BFSI, engineering and manufacturing are fuelling this growth. India has also positioned itself as a Global capability centers (GCC) hub, with over 1,700 centres operating nationwide. In 2024, the GCC market grew by a CAGR of more than 11 per cent, significantly boosting the office market. While traditional hubs like Bengaluru, Delhi NCR and Mumbai lead leasing activity, tier-2 cities are also emerging as promising markets.

b) Opportunities and Threats

Investments in the sector are expanding beyond traditional models, with alternative asset classes like data centres, co-living spaces and senior housing gaining traction, driven by changing consumer demographics and evolving preferences. Overall, with record institutional investments flowing into the sector, Indias position as a global hotspot for real estate investment is enhancing. Looking ahead in 2025, we can anticipate more innovative financing avenues flourishing in the Indian market. This diversification, coupled with advancements in technology and sustainability, is expected to attract more inflows into the sector.

The real estate industry has faced a myriad of uncertainties in recent years, primarily due to rising construction costs, regulatory hurdles and liquidity constraints. There is continued need for policy support, financial access and urban infrastructure development.

c) Segment-wise or produce-wise performance

The company is operating in the segment of leasing of properties and Manpower supply services.

The outlook for this business segment remains positive, with the company well-positioned to earn steady revenue from these operations going forward.

d) Future Outlook and state of the companys affairs

The Company primarily engages in property investments for leasing purposes and provides manpower supply services. Moving forward, the industry is poised for continued expansion, as organizations increasingly prioritize workplace wellness, and intelligent, future-ready office environments.

e) Risk and concerns

The Company has a robust and well-structured framework that actively identifies and evaluates potential risks, ensuring that mitigation strategies are implemented and periodically reviewed for effectiveness. The Board regularly monitors and assesses key risks, emerging threats, and areas of concern to safeguard the organizations interests.

f) Internal control systems and their adequacy.

The company has an adequate internal control system.

g) Discussion on financial performance with respect to operational performance A review for the financial performance is given under review of operations.

h) Material developments in Human Resources / Industrial Relations front, including number of people employed. - Nil

i) Details of significant changes in key financial ratios (Change of 25% or more as compared to the immediately previous financial year)

During the year, on a standalone basis the significant changes in the financial ratios of the Company, which are more than 25% as compared to the previous year are summarized below:

Financial ratio	Standalone		Variance	Reason for variance exceeding 25%
	2024-25	2023-24
Return on Equity	2.11	0.28	655.20%	Due to reversal of deferred tax
Net capital turnover ratio	1.01	0.59	71.99%	Increase in Manpower Turnover and Redemption of Current Investment
Net profit ratio (%)	0.19	0.03	532.88%	Due to reversal of Deferred Tax
Return on capital employed	2.02	0.26	677.43%	Due to reversal of Deferred Tax
Return on Investment	1.95	0.25	678.61%	Due to reversal of Deferred Tax

j) Any change in return of net worth as compared to the immediately preceding financial year.

The details of return of net worth as compared to the immediately preceding financial year are provided as given below:

	Net worth	Net worth
S. No.	FY 2024-25	FY 2023-24 (previous financial year)	Changes	Explanation
1	32,827.06	32,831.05	(3.99)	Due to Other Comprehensive Income.

44. Acknowledgement

Your directors express their grateful thanks for the assistance, co-operation and support extended to the Company by promoters, shareholders and the bankers for their continued support. The Directors also place on record their appreciation of the good work put in by the employees of the company.

	For and on behalf of the Board of Directors
	E N Rangaswami	B. Narendran
Place: Chennai	Whole Time Director	Director
Date: 04th August, 2025	DIN: 06463753	DIN: 01159394