Nexome Capital Markets Ltd Directors Report

TO THE MEMBERS,

Your Directors have the pleasure of presenting the Forty Third Annual Report of the Company together with the Audited Financial Statements for the year ended March 31,2026.

1. (a) FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Profit before Interest, Depreciation & Tax	1990.90	324.95
Less: Finance Charge	45.47	8.45
Profit before Depreciation & Tax	1945.43	316.50
Less: Depreciation / Amortization	183.69	52.15
Profit before Exceptional items and Tax	1761.74	264.35
Less: Exceptional Items	194.26	58.53
Profit before Tax	1567.48	205.82
Less: Tax Expenses - Current / Earlier years	493.53	43.52
Less: Deferred Tax for the year	- (83.18)	44.34
Profit after Tax	1157.13	117.96
Profit brought forward from earlier year	1594.96	1462.21
Less: Loss/(Profit) transfer from OCI Reserve	51.35	(14.79)
Profit available for Appropriation	2700.74	1594.96
APPROPRIATIONS	-	-
Profit carried to Balance Sheet	2700.74	1594.96

(b) PERFORMANCE, STATE OF COMPANYS AFFAIRS AND CHANGE IN NATURE OF BUSINESS:

The Company achieved a significant improvement in financial performance during the year under review. The Companys Profit Before Tax for the year amounted to Rs. 1567.48 Lakhs (previous year Rs.205.82 Lakhs) an increase of 661.55 %.

The Net Worth of the Company as on March 31,2026, was Rs.14,603.95 lakhs (previous year Rs.11,294.30 lakhs).

In Financial Year 2025-26, the Company changed its name from ‘SMIFS Capital Markets Limited to ‘Nexome Capital Markets Limited with effect from April 17, 2025. However, there has been no change in the nature of business of the Company during the year under review.

(c) CAPITAL

The paid-up Equity Share Capital of the Company as of March 31, 2026, stood at Rs. 881.55 lakhs comprising 88,15,500 equity shares of Rs. 10/- each.

As of the date of this Report, the enhanced paid-up Equity Share Capital of the Company stands at Rs. 1,073.55 lakhs comprising 1,07,35,500 equity shares of Rs. 10/- each.

I. Raising of funds during the financial year through Rights Issue

During the Financial Year under review, the Company successfully raised an aggregate amount of Rs. 2,203.88 lakhs by way of a Rights Issue. The issue involved allotment of 29,38,500 fully paid-up Equity Shares with a face value of Rs. 10/- each, issued for cash at Rs. 75 per share, including a premium of Rs. 65 per share. The allotment of these shares resulted in an increase in the Paid-up Share Capital from Rs. 587.70 lakhs to Rs. 881.55 lakhs.

The funds raised through this Rights Issue are being utilized for the specific objectives stated in the Letter of Offer i.e investing in shares and in mutual fund schemes and investment in government securities to comply with the enhanced liquid net worth requirements prescribed under the SEBI (Merchant Bankers) Amendment Regulations, 2025, and for general corporate purposes.

II. Increase in Share Capital subsequent to the Financial Year 2025-26 (Preferential Allotment of Equity shares by Conversion of Warrants)

Earlier, on October 25, 2024, the Company had issued and allotted 19,20,000 Equity Convertible Warrants on a preferential basis to Promoter and Non-Promoter categories at an issue price of Rs. 64/- per warrant. Subsequently, after the closure of the financial year under review, on April 20, 2026, on receiving the balance 75% of the issue price aggregating to Rs. 921.60 lakhs the Company has allotted 19,20,000 fully paid-up Equity Shares on the conversion of these Warrants.

(d) DIVIDEND

Keeping in view the Companys financial performance for the year under review, your Board of Directors is pleased to recommend a dividend of Rs. 1.50 (15%) per equity share of face value of Rs. 10/- each for the Financial Year ended March 31,2026.

The payment of the proposed dividend is subject to the approval of the Members at the ensuing Forty-Third Annual General Meeting (AGM) scheduled to be held on Tuesday, August 11,2026. If approved by the Members, the dividend will be paid within 30 days from the date of the AGM to those Shareholders whose names appear in the Register of Members or as beneficial owners in the records of the Depositories as on the Record Date, being Friday, July 31,2026.

Pursuant to the provisions of the Income-tax Act, 2025, dividend paid or distributed by the Company is taxable in the hands of the shareholders. Accordingly, the Company will make the payment of the said dividend after deducting tax at source (TDS) at the applicable statutory rates. Members are requested to update their PAN and submit the requisite tax exemption forms (such as Form 121 or relevant DTAA documents for non-residents) with their respective Depository Participants or the Companys Registrar and Share Transfer Agent (RTA) to facilitate seamless processing.

(e) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Sections 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), the dividend amount that remains unclaimed for a period of seven years or more is required to be transferred to the IEPF administered by the Central Government, along with the corresponding shares to the demat account of IEPF Authority.

During the year, the Company transferred unclaimed and un-encashed dividends for the year 2017-18 (Final) to IEPF. Further, the corresponding shares on which dividends remained unclaimed for seven consecutive years were transferred to the IEPF, in accordance with the Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, as well as the year-wise amounts of unclaimed and unencashed dividends lying in the unpaid dividend account up to the year-end, have been uploaded on the Companys website at www.nexomecap.com and to the MCA portal.

(f) MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial condition and of the operations of the Company for the year under review, as required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming an integral part of this Annual Report and marked as “Annexure A”.

2. FINANCE

The Company continues to focus on judicious management of its working capital. The Companys long-term debt as on 31st March, 2026 was Rs. 353.01 lakhs (Previous Year- Rs. 297.32 lakhs). Cash and bank balances as on 31st March, 2026 is Rs. 658.88 lakhs (Previous Year- Rs. 104.17 lakhs)

3.1 DEPOSITS

The Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 from the public.

3.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars regarding loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013, and its wholly-owned subsidiaries, namely, Nexome Capital Services Limited (Formerly SMIFS Capital Services Limited) and Nexome Wealth Management Limited have been disclosed in the Notes to the Financial Statements. Investment in mutual funds scheme as on 31st March, 2026 was Rs. 834.03 lakhs. (Previous Year- Rs. 164.90 lakhs).

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the size, scale, and complexity of its operations, specifically with reference to the Financial Statements. The Internal Audit monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company and its subsidiaries. Based on the report of internal auditors, corrective actions are undertaken in the respective areas, thereby strengthening controls. Significant audit observations and corrective actions taken thereon are presented to the Audit Committee of the Board. The Company, vide its meeting of Committee of Directors held on March 31, 2025, has decided to implement Cybersecurity and Cyber Resilience Framework (CSCRF) w.e.f. April 01,2025, in compliance with SEBI Circular No. SEBI/HO/ITD-1/ ITD_CSC_EXT/ P/ CIR/ 2024/ 113 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI regulated entities which is mandatory for all the Merchant Bankers.

5. SUBSIDIARY COMPANY(IES)

As on March 31, 2026, there are two Wholly-Owned Subsidiary Companies namely, Nexome Capital Services Limited (Formerly SMIFS Capital Services Limited) and Nexome Wealth Management Limited. Statement required under Section 129(3) of the Companies Act, 2013 in respect of the Subsidiary Companies is attached herewith.

5.1 INCORPORATION OF WHOLLY OWNED SUBSIDIARY IN THE NAME OF NEXOME WEALTH MANAGEMENT LIMITED

A Wholly Owned Subsidiary in the name of ‘NEXOME WEALTH MANAGEMENT LIMITED having Registered Office in Kolkata, with an Authorized Capital of Rs. 100 Lakhs divided into 10,00,000 Equity Shares of Rs. 10 /- each was incorporated on July 22, 2025, as per the Companies Act, 2013. The Company was incorporated with the objective of providing corporate advisory services in wealth management and related areas.

FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE SUBSIDIARY COMPANIES:

(A) NEXOME CAPITAL SERVICES LIMITED (FORMERLY SMIFS CAPITAL SERVICES LIMITED)

(Rs.in Lakhs)

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Profit/(Loss) before Interest, Depreciation & Tax	(80.89)	0.71
Less: Finance Charge	0.19	0.35
Profit/(Loss) before Depreciation & Tax	(81.08)	0.36
Less: Depreciation / Amortization	1.38	2.01
Profit/ (Loss) before Tax	(82.46)	(165)
Less: Tax Expenses	t (0.04)	0.34
Profit/ (Loss) after Tax	(82.42)	(131)
Profit/(Loss) brought forward from earlier years	(46.95)	(45.64)
Profit/(Loss) carried to Balance Sheet	(129.37)	(46.95)

(B) NEXOME WEALTH MANAGEMENT LIMITED

(Rs.in Lakhs)

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Profit/(Loss) before Interest, Depreciation & Tax	(3.41)	Not Applicable
Less: Finance Charge	-	Not Applicable
Profit/(Loss) before Depreciation & Tax	(3.41)	Not Applicable
Less: Depreciation / Amortization	-	Not Applicable
Profit/ (Loss) before Tax	(3.41)	Not Applicable
Less : Tax Expenses	-	Not Applicable
Profit/ (Loss) after Tax	(3.41)	Not Applicable
Profit/(Loss) brought forward from earlier years	-	Not Applicable
Profit/(Loss) carried to Balance Sheet	(3.41)	Not Applicable

5.2 CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS). The Audited Consolidated Financial Statements, together with the Independent Auditors Report thereon, form an integral part of this Annual Report.

6. YEAR IN RETROSPECT AND FUTURE OUTLOOK

The Financial Year 2025-26 began on a promising note as financial markets exuded greater optimism, and global central banks steered their economies towards a soft landing. However, the markets corrected as President of USA announced his intention to levy tariffs on many countries. President Trump sparked trade tensions under his “America First Trade Policy,” threatening reciprocal tariffs. During the year, President Trump increased tariffs on India from 25% to 50% as India was importing cheaper crude oil from Russia. However, India and USA could negotiate a favourable trade treaty but before the same could be implemented, U.S. Supreme Court decided that levying such tariffs was illegal and thereafter the tariffs were levied only at 10% on all the trade partners by USA.

On February 28, 2026, the global geopolitical landscape was severely disrupted by the outbreak of the war in Iran, which began with United States and Israel striking Iranian military assets and leadership. This attack quickly escalated into a regional war with widespread ramifications for critical supply chains. The International Energy Agency has characterized the situation as the “largest supply disruption in the history of the global oil market”. Irans effective closure of the Strait of Hormuz·a strategic maritime route through which roughly 20 million barrels of crude oil and petroleum products per day, as well as 20% to 30% of global fertilizer exports, pass· has caused a massive global energy shock. The brent crude oil future price went up from around US$ 65 per barrel to currently around US$105 per barrel.

As of late May 2026, the continued blockade and regional instability have pushed Brent crude oil above $105 a barrel as stalled US-Iran negotiations kept supply disruption fears firmly alive, with the Indian crude basket even jumping to hover above $119 per barrel, and potentially remaining anchored above the $100 per barrel mark. This conflict has prompted the International Monetary Fund to downgrade its global economic outlook, warning of slower growth even if a durable ceasefire is reached. Globally, the economic impacts include acute supply shortages, currency volatility, and heightened risks of stagflation and recession. Given Indias 88% crude import dependency, this price surge is projected to expand the Current Account Deficit towards 2.2% of GDP and intensify Rupee volatility, while each $10/bbl increase historically elevates domestic retail inflation by 40-50 basis points. To mitigate these macroeconomic pressures and safeguard operating margins, the Company has enforced rigorous cost-rationalization and proactive risk-mitigation protocols.

For India, which relies heavily on imported crude oil, the most immediate impacts of the conflict are oil price volatility, inflationary pressures on everyday goods, and international trade disruptions driven by rising freight costs and shipping delays.

Beyond trade, the Iran war and broader global financial environment have profound implications for Indian capital markets. Central banks in advanced economies are expected to postpone planned interest rate reductions, or conversely increase rates, to combat the fresh wave of inflation caused by these supply shortages. Specifically, the US Federal Reserve is now expected to remain on hold until December 2026 with one rate hike possible, versus earlier expectations of rate cuts. This “higher for longer” interest rate environment in developed markets has occasionally triggered volatility in foreign institutional capital flows to emerging markets.

Consequently, Indian corporations are increasingly looking inward, relying on the resilient domestic capital markets to meet their fundraising requirements. This paradigm shift presents a substantial opportunity for domestic financial intermediaries and merchant bankers.

Amidst global turmoil and near-recessionary conditions in many Western nations, India remains one of the fastest-growing major economies in the world. Indias real GDP growth is estimated at a robust 7.6% for FY26, with projections for FY27 moderating to a range of 6.2% to 6.7% as elevated global energy costs and geopolitical headwinds temper domestic expansion. For the newly commenced Financial Year 2026-27, the Reserve Bank of India (RBI), in its April 2026 policy meeting, projected GDP growth at 6.9%, reflecting a slight moderation directly attributed to the headwinds from the ongoing Iran conflict and resulting supply chain disruptions. However, emerging stagflationary dynamics suggest that demand destruction from sustained high inflation will compress GDP growth well below the RBIs projected 6.9%. The World Bank similarly updated its FY27 growth projection for India to 6.6%, while Moodys Ratings recently revised its FY27 forecast down to 6.0% citing weaker consumer demand and energy shocks, maintaining that domestic demand remains highly resilient at its core. Indias GDP growth is expected to have cooled to 7.0% in Q4 FY2026 from 7.8% in Q3 FY2026, as the onset of the West Asia crisis and the consequent surge in energy prices caused some disruption in economic activity towards the end of the quarter. The heightened uncertainty around the duration of the conflict casts a shadow on Indias near-term macroeconomic outlook amid elevated energy prices and high import dependency for items such as crude oil, natural gas and fertilisers. Besides, the expectations of sub-par monsoon rainfall would also weigh on the countrys growth outcomes in the ongoing fiscal. Overall, ICRA expects Indias GDP growth to moderate to 6.2% in FY2027 from the projected 7.5% in FY2026, with risks tilted to the downside.

Indias inflation remains a focal point amid these fresh global supply shocks. In its April 2026 Monetary Policy Committee (MPC) assessment, the RBI maintained a neutral stance and kept the repo rate unchanged at 5.25%. However, the April 2026 inflation data leaves little room for optimism. The Wholesale Price Index (WPI) inflation data for April 2026 showed a surge to a 42-month high of 8.3%, heavily driven by the fuel and power segment jumping to 24.71% as a result of the West Asia crisis pushing up global crude oil prices. On the retail front, official CPI forecasts will soon align with a more realistic 6-7% range for 2HFY27. This is driven by a rapid succession of recent fuel price adjustments, which have seen petrol and diesel rates increase for the fourth time in less than two weeks. Cumulatively, fuel prices have surged by nearly Rs. 7.50 per litre since revisions resumed on May 15, 2026, pushing petrol prices past the Rs. 100 mark in Delhi and up to Rs. 113.51 in Kolkata. The widening divergence between official projections and ground realities is notable; the finance ministrys revised assessment of 5.56% CPI inflation for FY27 now exceeds the RBIs own forecast of 4.6%.

Our economy is expanding at a rapid pace, evidenced by record tax collections. In April 2026, Gross Goods and Services Tax (GST) collections hit an all-time high of Rs. 2,42,702 crore. This represents an 8.7% year-on-year growth, driven significantly by a sharp 25.8% surge in revenue from imports and sustained domestic activity at the start of the new fiscal year. Indias fiscal consolidation is firmly on track, with the Fiscal Deficit (State + Centre) estimated at 8.0% of GDP for FY26E. Continuing this steady trajectory, the Union Budget 2026-27 has set the fiscal deficit target for FY27 at 4.3% of GDP, signalling a highly credible approach to managing public finances. In spite of geopolitical developments affecting crude prices, India has managed its crude imports well.

Gross FDI flows to India have demonstrated remarkable resilience, accelerating to US$90.8 billion (2.3% of GDP) on a 12-month trailing basis as of January 2026. This represents a healthy 13% year-on-year growth. This acceleration has improved Indias market share in global FDI to a three-year high of 2.4%. Domestically, Maharashtra leads as the destination state capturing about one-third of flows, with Karnataka garnering the highest incremental flows in 2025. Sectorally, the service sector continues to dominate, accounting for 46% of the share, while manufacturing flows·constituting about one-quarter of total flows·have diversified into critical sectors like autos, electronics, and food processing, supported by policy impetus. Data centres are also emerging as a significant opportunity, with India ranking 7th globally in related investments.

Conversely, Net FDI trends present a stark contrast. Net FDI remains near an all-time low, tracking at just US$3.0 billion for 9MFY26. This weakness is primarily driven by two factors: higher repatriation and a surge in outward FDI. Repatriation remained above US$50 billion for the second consecutive year, edging up to US$54.5 billion (1.4% of GDP) due to a strong deal pipeline and increased PE/VC exits. Simultaneously, outward FDI has accelerated sharply as a structural trend, reaching US$35.8 billion· rising 2.6 times over two years. This outward momentum is heavily bolstered by liberalized investment norms and the formalization of family office structures in GIFT City (IFSC). Family Investment Funds (FIFs) can now invest across a wide range of global asset classes, marking a departure from traditional, restrictive routes like the Liberalised Remittance Scheme (LRS). The external sector adds another layer of fragility to these external balance metrics. The spike in global crude oil prices poses a severe risk to our external balances. If prices sustain at or above the $100 per barrel mark, Indias annual oil import bill is projected to surge by an additional $40 billion to $50 billion, pushing the total oil import burden well past $180 billion. Compounded with existing import pressures, this energy shock threatens to drive the national merchandise trade deficit past the $400 billion mark, pushing it perilously close to 10% of GDP. Combined with dwindling external capital flows, this widening trade deficit raises the real risk of a third successive Balance of Payments (BoP) deficit. The mix of stagflation and BoP pressure makes defending the rupee at the psychologically critical 100-to-the-dollar mark extremely challenging.

The Indian Rupee has experienced severe downward pressure, depreciating from approximately Rs. 90.00 against the US Dollar at the beginning of the calendar year to hover around the Rs. 96 mark by late May 2026, driven by intense dollar demand to fund the inflated oil import bill. During the calendar year to date, Foreign Institutional Investors (FIIs) have been net sellers, offloading Indian equities worth over Rs. 2.2 lakh crore. This massive capital flight, triggered by global risk aversion and high US Treasury yields, has severely compounded the pressure on Indias Balance of Payments, draining foreign exchange reserves and exacerbating the Rupees depreciation against the Dollar.

India is now the fourth-largest economy in the world, with a nominal GDP approaching the $4.3 trillion mark, and is on track to become the third-largest. Capital expenditure has emerged as a key growth driver. The governments effective capital expenditure has increased to about 4.4% of GDP, and the FY27 budget has raised the capex target to Rs. 12.2 lakh crore (an 11.5% increase over the FY26 revised estimates). Capacity utilization remains high, and private sector investment is actively catching up, further catalysed by Production Linked Incentive (PLI) schemes across 14 sectors that have generated over Rs. 2.0 lakh crore of actual investments. However, a slowdown in the private capital expenditure revival is a real risk if cash flows remain under pressure for an extended period, as industry and manufacturing are absorbing the brunt of the supply shock with energy, logistics, and input costs compressing margins.

Your company, Nexome Capital Markets Limited (Formerly SMIFS Capital Markets Limited), is registered as a Category I Merchant Banker and is executing assignments in mergers and acquisitions, project advisory services, debt syndication, and the placement of equity shares and debentures. As the revival of the private capex cycle directly translates to a robust pipeline of corporate fundraising needs, and with foreign capital remaining volatile, Indian enterprises are increasingly utilizing domestic debt syndication and equity placements to fund their expansion.

Your company has a cautious view for the Financial Year 2026-27 in view of prevailing macro headwinds due to geopolitical situation and as the mix of slowing growth, widening BoP stress, and sticky inflation will complicate the RBIs job, likely forcing a reversal of last years monetary accommodation and triggering a policy unwind. Sustained government capital expenditure, resilient domestic consumption, and proactive policy reforms are expected to maintain the buoyancy of the Indian capital markets, thereby presenting expansive growth opportunities for our advisory and syndication verticals, though markets will likely face pressure from rising rates and a weaker currency, particularly in rate-sensitive sectors like BFSI, real estate, and capital-intensive industries.

7. LISTING OF THE SECURITIES OF THE COMPANY

Equity Shares of your Company continue to be listed on BSE Limited. The Companys shares have been delisted from The Calcutta Stock Exchange Limited with effect from January 12, 2026, through a Voluntary Delisting Application.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

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

(b) 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 at the end of the Financial Year and the profit and loss of the company for that period.

(c) the Directors have taken proper and sufficient care to maintain 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.

(d) the directors have prepared the annual accounts on a going-concern basis.

(e) the Directors have laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large.

Since all related party transactions entered into by the Company were in the ordinary course of business and on an arms length basis, the requirement to furnish particulars of contracts or arrangements with related parties in Form AOC-2 is not applicable to the Company for the year under review.

All Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen and are of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval on a yearly basis. The policy on Related Party Transactions as approved by the Board has been uploaded onto the Companys website. None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company. The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31 st March, 2026 has been disclosed in the Financial Statements.

10. SIGNIFICANT BENEFICIAL OWNERSHIP

During the year under review, the Company has complied with the requirements of Section 90 of the Companies Act, 2013, read with the Companies (Significant Beneficial Owners) Rules, 2018, as amended. The Company received the requisite declarations in Form BEN-1 from the Significant Beneficial Owners, including disclosures triggered by initial thresholds crossed during the final quarter of the financial year. Consequently, the Company has duly filed the necessary returns in Form BEN-2 with the Registrar of Companies.

11. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OF COMPANIES ACT 2013, OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT

No material fraud by or against the Company, involving its officers or employees, was noticed or reported during the course of the audit.

12. MATERIAL CHANGES AND COMMITMENTS

The Company in its Board Meeting held on April 20, 2026, approved the conversion of 19,20,000 (Nineteen Lakhs and Twenty Thousand) Equity Convertible Warrants into 19,20,000 (Nineteen Lakhs and Twenty Thousand) Equity Shares of face value of Rs.10/- each, on preferential basis, upon receiving the balance 75% of the issue price aggregating to Rs. 921.60 Lakhs (Rupees Nine Crores and Twenty-One Lakhs and Sixty Thousand only) at the rate of Rs. 64/- (including a premium of Rs. 54/-) from the allottees pursuant to the exercise of their rights of conversion into Equity Shares in accordance with the provisions of SEBI (ICDR) Regulations, 2018.

Post allotment of the aforesaid shares, the Equity Share Capital of the Company stands at Rs. 1073.55 Lakhs divided into 1,07,35,500 Equity Shares of Rs. 10/- each. The new equity shares so allotted shall rank pari-passu with the existing equity shares of the Company.

No other material changes or commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these Financial Statements relate and the date of this report.

13. RECLASSIFICATION OF PROMOTER/ PROMOTER GROUP

During the period under review, the Company received formal requests on May 26, 2025, from certain individuals and entities belonging to the “Promoter and Promoter Group” -Mr. Ajay Kumar Kayan, Mrs. Lalita Kayan, Mr. Rahul Kayan, Mrs. Payal Saraf, Mrs. Suman Bhartia, Ajay Kumar Kayan HUF, Gauri Shankar Ajay Kumar (HUF), Mackertich Consultancy Services Private Limited (collectively referred to as the “Ajay Kumar Kayan Group,” holding an aggregate of 9.48% of the paid-up share capital) seeking reclassification to the “Public” category, pursuant to Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors approved this proposed reclassification at its meeting held on June 04, 2025, and the initial application was filed with BSE Limited on June 05, 2025.

Initially, this application was rejected by BSE Limited due to an inadvertent typographical error that resulted in a reported non-compliance in the Corporate Governance Report for the quarter ended March 31, 2025, pertaining to the composition of the Nomination and Remuneration Committee. The Company promptly rectified this discrepancy by filing a revised Corporate Governance Report for the said quarter and remitting the associated fine imposed by BSE Limited.

Subsequently, the reclassification proposal was placed before the shareholders and duly approved via an Ordinary Resolution passed through a Postal Ballot, which concluded on November 07, 2025.

Following the fulfillment of all regulatory compliances, BSE Limited and The Calcutta Stock Exchange Limited (CSE), pursuant to their respective letters dated September 17, 2025 and September 23, 2025 granted their formal approval for the reclassification of these erstwhile members of the Promoter and Promoter Group to “Public Shareholders” in accordance with Regulation 31A of the SEBI (LODR) Regulations, 2015.

14. RIGHTS ISSUE OF EQUITY SHARES

During the Financial Year under review, the Company successfully raised an aggregate amount of Rs. 2,203.88 Lakhs through a Rights Issue of Equity Shares. The issue involved the allotment of 29,38,500 fully paid-up Equity Shares with a face value of Rs. 10/- each, issued for cash at a price of Rs. 75/- per share (inclusive of a premium of Rs. 65/- per share). These shares were offered in the ratio of 1:2 (i.e., one Rights Equity Share for every two fully paid-up Equity Shares held) to the eligible equity shareholders of the Company as of the Record Date, i.e., March 05, 2026. The issue was executed in strict adherence to the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and other relevant statutory guidelines.

The Rights Issue was strategically undertaken to fulfill specific objectives, primarily: investing in shares, securities, and mutual fund schemes; investing in liquid mutual fund schemes or government securities to comply with the liquid net worth requirements prescribed under the SEBI (Merchant Bankers) Amendment Regulations, 2025; and addressing general corporate purposes. This timely capital infusion is expected to significantly enhance the Companys financial flexibility, augment its investment portfolio, and empower the management to pursue strategic growth opportunities aligned with its long-term business objectives.

15. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, issued by the Institute of Company Secretaries of India (ICSI), have been duly followed and complied with by the Company.

16. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism are explained in the Corporate Governance Report and also posted on the website of the Company.

17. COST RECORDS

Maintenance of cost records specified by the Central Government under section 148(1) of the Companies Act, 2013 is not required as the Company does not fall under the ambit of prescribed class of companies which are required to make and maintain cost records.

18. DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, REDRESSAL) ACT, 2013

In accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work place, your Company has a Policy on Prevention of Sexual Harassment at the Workplace duly approved by the Board of Directors.

Further, the Company confirms that it has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) under the aforementioned Act. During the year, no complaint was reported or pending under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

19. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, under the heads (a) conservation of energy; and (b) technology absorption, are not applicable to the Company.

During the year, there were no foreign exchange earnings (previous year nil). Foreign Exchange outgo during the year aggregated to Nil. (Previous year Nil).

21. DIRECTORS

Composition of the Board of Directors of your Company fulfills the criteria fixed by Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with fifty per cent of the Directors being Independent Directors. Your Board comprises 8 (eight) Directors out of which 4 (four) are Independent Directors.

Mr. Samarth Parekh and Mr. Anil Kumar Murarka were appointed as Additional Directors of the Company in the Board Meeting held on April 04, 2025. Their appointment was regularized via Postal Ballot on May 09, 2025, as Joint Managing Director and Non-Executive Independent Director respectively.

Mr. Ajay Kumar Kayan, Non- Executive, Non- Independent Director, resigned from the Company w.e.f May 23, 2025, as he was not able to devote his time to the affairs of the Company.

Mr. Saharsh Parekh was appointed as Non- Executive, Non-Independent, Promoter Director on May 23, 2025.

Mr. Utsav Parekh is the Non- Executive Chairman.

Retirement by Rotation

Mr. Saharsh Parekh, Non- Executive Director, retires by rotation in accordance with the requirements of Companies Act, 2013 and Articles of Association of the Company. He being eligible, offers himself for re-appointment.

Brief resume of Mr. Saharsh Parekh, nature of his expertise in specific functional areas, names of companies in which he holds directorships and/or memberships/chairmanships of committees of the Board, his shareholdings are furnished in the section on Corporate Governance forming part of this Annual Report.

Resignation / Appointment of the Key Managerial Personnel

During the year under review, the following changes took place in the Key Managerial Personnel of the Company:

1. Mr. Samarth Parekh was appointed as an Additional Director by the Board of Directors on April 04, 2025, and was concurrently designated as the Joint Managing Director of the Company with effect from April 08, 2025. His appointment as Joint Managing Director was subsequently regularized and approved by the shareholders via Postal Ballot on May 09, 2025.

2. The former Company Secretary cum Compliance Officer, Mrs. Poonam Bhatia resigned due to personal reasons during the Financial Year 2025-26 w.e.f. October 11,2025, and Mrs. Sanjana Gupta was appointed as the Company Secretary cum Compliance officer w.e.f. November 04, 2025. Mrs. Sanjana Gupta is an Associate member of the Institute of Company Secretaries of India (ICSI Membership Number: A67933) holding the required qualification as prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Apart from the aforesaid matters, there were no other changes in the Key Managerial Personnel and in the Management of the Company.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, strategy and investments; and they hold the highest standards of integrity.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the Data Bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (“IICA”) and have successfully completed the online proficiency self-assessment test conducted by IICA within the prescribed time period, unless they meet the criteria specified for exemption.

Details of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance forming part of this Report.

21.1 ANNUAL PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, Key Managerial Personnel (KMP), Senior Management as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21.2 NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration, the contents of which are placed on the website of the Company at www.nexomecap.com.

21.3 MEETINGS

During the year, eight (8) Board Meetings, five (5) Audit Committee Meetings, five (5) Nomination and Remuneration Committee Meetings, one (1) Stakeholders Relationship Committee Meeting and one (1) Independent Directors Meeting were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

22. AUDIT COMMITTEE

In compliance with the provisions of Section 177(8) of the Companies Act, 2013, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted an Audit Committee.

As of March 31,2026, the Audit Committee comprises the following members, with a majority being Independent Directors:

1. Mr. Nitin Daga	- Chairman (Independent, Non-Executive Director)
2. Mr. Utsav Parekh	- Member (Non-Independent, Non-Executive Director)
3. Mrs. Pushpa Mishra	- Member (Independent, Non-Executive Director)
4. Mr. Anil Kumar Murarka	- Member (Independent, Non-Executive Director)

During the year under review, all recommendations made by the Audit Committee were accepted by the Board of Directors. There were no instances where the Board did not accept any recommendation of the Audit Committee.

23. AUDITORS AND THEIR REPORTS

23.1 STATUTORY AUDITORS

M/s S K Agrawal and Co Chartered Accountants LLP, Statutory Auditors of the Company, hold office in accordance with the provisions of the Companies Act, 2013. M/s S K Agrawal and Co Chartered Accountants LLP were appointed as the Statutory Auditors of the Company for the second term of 5 years from the conclusion of the Thirty-Ninth Annual General Meeting until the conclusion of the Forty-Fourth Annual General Meeting of the Company, at a remuneration decided by the Board of Directors.

Since the first proviso of Section 139 of the Companies Act, 2013 has been omitted w.e.f. May 7, 2018, by the Companies (Amendment) Act, 2017, which previously required companies to place the appointment of Statutory Auditors for ratification before the members at every Annual General Meeting, the ratification of the appointment of M/s S K Agrawal and Co Chartered Accountants LLP as the Statutory Auditors of the Company will not be placed before the Members at the ensuing Annual General Meeting of the Company.

23.2 SECRETARIAL AUDITOR

Appointment of Mr. Sudhansu Sekhar Panigrahi, Company Secretary in Practice, (having ICSI Membership No. 23187 and COP No. 19649) as Secretarial Auditor for the Financial Year 2025-2026 till 2029-2030 was made in the meeting of the Board of Directors on May 23, 2025, and later ratified in the last Annual General Meeting dated August 20, 2025.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Sudhansu Sekhar Panigrahi, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure B”.

23.3 INTERNAL AUDITOR

M/s D.P. Sen & Co., Chartered Accountants, has been appointed as Internal Auditors of the Company for Financial Year 2025-26. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

24. AUDITORS QUALIFICATION

(i) STATUTORY AUDITORS QUALIFICATIONS

The report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Report.

(ii) SECRETARIAL AUDITORS QUALIFICATIONS

The Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as Form MR-3. There has been no qualification, reservation, adverse remark, or disclaimer given by the Secretarial Auditor in his Report.

25. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is given in “Annexure C”.

26. ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) read with section 134(3)(a) of the Companies Act, 2013 the draft copy of the annual return for the F.Y. 2025-26 is uploaded on the website of the Company www.nexomecap.com and the same can be viewed by the members and stakeholders.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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

28. DETAILS OF APPLICATION OR WHETHER ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application, or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

29. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONETIME SETTLEMENT

There were no instances of one-time settlement with any Bank or Financial Institution.

30. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy or a framework to identify, evaluate, and mitigate business, operational, and financial risks. While the statutory requirement to constitute a formal Risk Management Committee under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company, the Board of Directors, assisted by the Audit Committee, periodically reviews the risk assessment and minimization procedures. In the opinion of the Board, there are currently no significant risks that threaten the very existence of the Company.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, based on the Audited Financial Statements for the financial year ended March 31,2026, the Company has crossed the threshold limits prescribed under Section 135(1) of the Companies Act, 2013. Accordingly, the provisions relating to Corporate Social Responsibility (CSR) shall become applicable to the Company with effect from the Financial Year 2026-27.

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors at its meeting held on May 25, 2026, has constituted a Corporate Social Responsibility (CSR) Committee.

The composition of the CSR Committee is as follows:

i. Mr. Anil Kumar Murarka, Independent Director - Chairperson

ii. Mr. Kishor Shah, Managing Director - Member

iii. Mr. Utsav Parekh, Director - Member

iv. Mrs. Pushpa Mishra, Independent Director - Member

The Company is in the process of formulating its CSR Policy in line with the requirements of the Act and the Rules made thereunder. The CSR activities and spending obligations, as prescribed, will be undertaken by the Company from the Financial Year 2026-27.

Since the provisions of Section 135 of the Companies Act, 2013, were not applicable to the Company during the Financial Year under review (i.e., FY 2025-26), the statutory requirement to annex the formal ‘Annual Report on CSR Activities to this Directors Report does not apply for the current year. The Company will commence its CSR spending and related reporting obligations from the Financial Year 2026-27 onwards.

The composition of the CSR Committee and the CSR Policy, upon approval, will be disclosed on the website of the Company.

32. ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of the co-operation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Regd. Office :	For and on behalf of the Board of Directors
‘Vaibhav (4F), 4 Lee Road
Kolkata - 700 020	Sd/-
	(UTSAV PAREKH)
	CHAIRMAN
The 25th day of May, 2026	(DIN : 00027642)