MKVentures Capital Ltd Directors Report

Dear Esteemed Members,

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

FINANCIAL PERFORMANCE

(Amt. in Lakhs)

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

REVIEW OF FINANCIAL PERFORMANCE

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

DIVIDEND

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

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

CHANGES IN THE SHARE CAPITAL OF THE COMPANY i. Authorized Share Capital: During the year under review, there was no change in the Authorized Share Capital of the Company. ii. Paid-up Share Capital: During the year under review, there was no change in the paid-up share capital of the Company.

DEPOSITS

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

TRANSFER TO RESERVES

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

MKVentures Capital Limited ("Company") is a Listed Company, incorporated on January 17, 1991, in India, having its registered office at 11th Floor, Express Towers Nariman Point, Mumbai – 400 021, Maharashtra. The Company is registered with the Reserve Bank of India (‘RBI) as an Non-Banking Financial Company Non-Deposit taking Systemically Important (‘NBFC-ND-SI) vide registration certificate No: 13.00690 The Company provides financial services through simple processes and procedures in sanction and disbursement of credit as well as timely, friendly, and flexible terms of repayment aligned to the unique features of its clientele. The company has reported Rs. 9.38 Cr of profit profitin FY24 registering a aftertax FY25vs21.08Cr Net degrowth of -55.50%.

The company has been taking conservative steps in FY 25 to recalibrate growth in near term on both asset and liability side. Our focus is to build a sustainable growth trajectory for asset/liability side within regulatory framework.

Accordingly, the company has repaid its entire borrowings in FY 25 and had NIL debt outstanding as of March 31, 2025. Loan book came down from ~69.50 Cr to ~53.11 Cr as of FY25 end.

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

INDUSTRY STRUCTURE AND DEVELOPMENT

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

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

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

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

COMPLIANCE WITH THE ACCOUNTING STANDARDS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP") Board of Directors

The Board of the Company has an optimum combination of executive and non-executive directors (including an Independent Woman Director). The Boards composition is in conformity with the extant applicable provisions of the

Companies Act, 2013 (‘Act) and SEBI (LODR) Regulations, 2015. The Board of the Company represents an optimal mix of professionalism, knowledge and experience.

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

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

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

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

Key Managerial Personnel

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

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

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees to effectively discharge their functions and responsibilities in compliance with the requirements of applicable laws and as a part of the best corporate governance practices. The terms of reference and the constitution of these Committees are in compliance with the applicable laws. The Committees of the Board are as under: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholder Relationship Committee d) Corporate Social Responsibility Committee e) Risk Management Committee f) Asset Liability Management Committee g) Finance Committee h) Investment Committee i) Share Transfer Committee The details with respect to the composition, roles, terms of reference, etc. of the aforesaid committees are given in detail in the ‘Corporate Governance Report which forms part of this Report. The dates on which meetings of Board Committees were held during the financialyear under review and the number of meetings of the Board Committees that each Director attended is provided in the ‘Corporate Governance Report. The minutes of the Meetings of all Committees are circulated to the Board for discussion and noting. During the year, all recommendations of the Committees were approved by the Board.

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

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

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

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

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

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

Note:

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

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

(b) Directors Liable to Retire by Rotation

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

(c) Annual General Meeting/Extraordinary General Meetings:

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

(d) Annual Performance Evaluation

There is a policy in place for evaluating the performance of the Board, its committees and individual directors in compliance with the provisions of Section 178 read with Schedule IV of the Companies Act, 2013, and SEBI

(LODR) Regulations, 2015. In accordance with the evaluation criteria approved, the Nomination and Remuneration

Committee has carried out the annual performance evaluation of the Board as a whole, its committees and individual directors.

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

A structured questionnaire covering various aspects of the Boards functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, interpersonal skills, independent judgement, knowledge, compliance framework, etc.

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

The directors expressed their satisfaction with the evaluation process.

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

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

Based on the written representations received from the directors, none of the above directors are disqualified under

Section 164(2) of the Act or are debarred by SEBI or any other statutory authority from holding a position as a director. It is further confirmed that the Independent Directors have complied with the Code of Conduct prescribed in Schedule IV of the Companies Act, 2013. In this regard, the Company has received affirmation from all the

Independent Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, your Board of Directors confirm, and ability, that: i) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed. ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the Profit of the Company for the year ended on that date; iii) they have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other regularities; iv) the Directors have prepared the annual accounts on a going concern basis;. v) the Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively; and vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AUDITORS AND AUDITORS REPORT a) Statutory Auditors and Auditors Report

M/s. ARSK & Associates, Chartered Accountants (having firm Registration No. 315082E) were appointed at the Thirty-Second (32nd) Annual General Meeting (AGM) of the Company held on August 31, 2023, as Statutory

Auditors of the Company for a period of five years i.e. from the conclusion of the 32nd AGM till the conclusion of the 37th AGM.

However, the appointment of M/s. ARSK & Associates, Chartered Accountants (Firm Registration No. 315082E), the present Statutory Auditors of the Company, shall expire at the ensuing annual general meeting to be held in respect of the financial year 2024-25. Reserve Bank of Indias (RBI) Circular No. RBI/2021-22/25, Ref. No.

DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021, mandates a maximum continuous audit tenure of three (3) years for the statutory auditors of NBFCs. In view of the above provisions becoming applicable to the Company, the term of Messrs. ARSK & Associates shall be only up to the ensuing annual general meeting M/s. ARSK & Associates have issued Audit Reports on the Standalone and Consolidated Annual Financial

Statements of the Company with unmodified opinions. The remarks made in the Auditors Report are self-explanatory and do not call for any further comments or explanations as per provisions of Section 134(3)(f) of the

Act. The Auditors Reports do not contain any qualification, reservation, adverse remark or

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

b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company reappointed Ms.

Shruti Somani, Practising Company Secretary, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025.

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

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, ("the Rules") the Audit Committee and the Board of Directors have approved and recommended the appointment of

Ms. Shruti Somani, a Peer Reviewed Company Secretary in Practice (Certificate No: 2305/2022) as Secretarial Auditor of the Company, for a term of upto 5 (Five) consecutive years from financial year 2025-26 to financial year 2030-31, subject to approval of the Members at ensuing AGM.

A brief resume and other details of Ms. Shruti Somani, Company Secretary in Practice, is attached and disclosed in the Notice of the ensuing AGM. Ms Shruti Somani has given her consent to act as Secretarial Auditor of the

Company and confirmed that her aforesaid appointment (if made) would be within the prescribed limits under the Companies Act & the Rules made thereunder and the Listing Regulations.

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

c) Internal Auditors

M/s. Mahesh Chandra & Associates, Chartered Accountants, the Internal Auditors of the Company, conducted the

Internal Audit for thefinancialyear 2024-25 as per the provisions of Section 138 of the Act, read with Rule 13 of the Companies (Accounts) Rules, 2014. The reports were taken on record by the Audit Committee and the Board.

d) Reporting of frauds, if any, by Auditors

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

Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

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

In accordance with the provisions of Section 136 of the Act, the Annual Report, the audited financial statements including the aforesaid audited consolidated financial statements and other related documents, are placed on the website of the

Company at https://mkventurescapital.com.

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

The members may request the same by sending an email to info@mkventurescapital.com. The Company does not have any associate / joint venture / holding company.

POLICIES, FRAMEWORK AND CONTROLS

a) Vigil Mechanism (Whistle Blower Policy)

In accordance with sub-sections (9) and (10) of Section 177 of the Act, and Regulation 22 of the Listing

Regulations, the Company has in place a Vigil Mechanism (Whistle Blower Policy) to enable the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The mechanism provides for adequate safeguards against the victimization of persons who use such a mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate cases.

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

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

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

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

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

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

c) Policy on Prevention of Sexual Harassment

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

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013.

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

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

d) Internal Financial Control

The Company has in place proper and adequate internal financial control systems commensurate with the nature of its business, size and complexity of operations. Internal control systems comprise policies and procedures that are designed to ensure the reliability of financial reporting and compliance with applicable laws and regulations.

Necessary policies and procedures are in place inter alia to ensure that all assets and resources are acquired economically, used efficiently and protected adequately.

e) Statement under Maternity Benefit Act, 1961

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

DISCLOSURES

a) Particulars of contracts or arrangements with related parties

The Company has put in place a Policy on Related Party Transactions ("RPT Policy"), which is approved by the

Board of Directors of the Company. The RPT Policy provides for the identification of Related Party Transactions, necessary approvals by the Audit Committee / Board / Shareholders, and reporting and disclosure requirements in compliance with the provisions of the Act, and SEBI (LODR) Regulations, 2015.

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

"All Related Party Transactions were submitted to the Audit Committee. Prior omnibus approval from the Audit Committee was obtained for transactions that were either unforeseen or repetitive in nature." Particulars of material contracts or arrangements or transactions on an arms length basis are disclosed in the prescribed Form AOC-2 and annexed as Annexure- III, which forms an integral part of this Report.

Further, the detailed disclosure of Related Party Transactions as per IND AS-24 and as per Schedule V of the SEBI

(LODR) Regulations, 2015, containing the name of the related party and details of the transactions entered with such related party have also been provided in the financial statements. For further details, members may refer to notes to the Standalone Financial Statements.

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

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

c) Corporate Social Responsibility Expenditure

Your Company has formed the Corporate Social Responsibility (‘CSR) Committee as per the requirements of the

Companies Act. The details of the composition of the CSR Committee are covered in the Corporate Governance Report, which forms a part of the Annual Report. On the recommendation of the CSR Committee, the Board of Directors of your Company has approved the CSR Policy which is available on the website of your Company at https://mkventurescapital.com/policies

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

Companies (Corporate Social Responsibility Policy) Rules, 2014.

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

d) Particulars of employees

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

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

e) Corporate Governance Report

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

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

f) Management Discussion And Analysis Report

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis

Report for the year under review has been presented in a separate section forming a part of this Annual Report.

g) Annual Return

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

h) Compliance With Secretarial Standards

During the financial year under review, the Company has complied with the requirements prescribed under the

Secretarial Standards on Meetings of the Board of Directors (SS–1) and General Meetings (SS–2) read with the applicable circulars issued by the Ministry of Corporate Affairs (‘MCA).

i) Conservation of Energy And Technology Absorption

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

j) Material Changes Affecting the Financial Position of The Company

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

k) Listing Of Shares

The shares of your Company are listed on BSE Limited.

l) Significant And Material Orders Passed By The Regulators or Courts

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

m) Foreign Exchange Outgo And Earnings:

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

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

n) Policy On Directors Appointment and Remuneration Including Criteria For Determining Qualifications,

Positive Attributes, Independence of A Director

Your directors have laid down criteria for the appointment of directors and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of Section 178 of the Act, as a part of the Nomination and Remuneration Policy ("NRC Policy") of the Company.

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

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

o) Other Disclosures During the year under review:

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

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

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

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

p) Acknowledgements

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

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

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

For MKVentures Capital Limited
Sd/-	Sd/-
Madhusudan Murlidhar Kela	Sumit Bhalotia
Managing Director	Director
DIN: 05109767	DIN: 08737566
Date: August 07, 2025
Place: Mumbai