Directors Report of Elixir Capital Ltd.

Mar 31, 2025

The Directors take pleasure in presenting the Thirty First Annual Report together with the Audited Annual Financial Statements for
the financial year ended 31^st March, 2025. The Management Discussion and Analysis has also been incorporated into this Report.

1. FINANCIAL RESULTS:

Key highlights of Consolidated Financial Results for Elixir Capital Ltd. for the financial year 2024-25 are tabulated below:

(Amount in Rs. in 000’s)

Particulars	For the Year ended 31st March, 2025	For the Year ended 31st March, 2024
Revenue from operations	3,53,671.74	3,25,397.13
Other Income	8,289.15	21,250.21
Total Revenue	3,61,960.89	3,46,647.34
Less: Expenses
Depreciation and amortization expenses	4,971.03	3,394.86
Other Expenses	1,73,603.29	87,638.49
Total Expenses	1,78,574.32	91,033.35
Profit / (Loss) before Tax & Exceptional items	1,83,386.57	2,55,613.99
Exceptional Items	3,165.40	5,186.75
Profit / (Loss) before Tax	1,80,221.17	2,60,800.74
Less: Tax
Current Tax	-52,374.34	-51,381.10
Deferred Tax	292.51	2.71
Adjustment of Tax for previous years	-1,720.07	152.94
Total Taxes	-53,801.90	-51,225.45
Profit / (Loss) for the year	1,26,419.27	2,09,575.29
Less : Share of Profit / (Loss) transferred to Minority Interest	-33,151.90	-53,511.77
Profit / (Loss) after Minority Interest	93,267.37	1,56,063.52
EPS	16.07	26.89

There was no revision in the Financial Statements.

2. HIGHLIGHTS OF PERFORMANCE:

The Company is the holding company for a group engaged in stock broking, portfolio management, depository services, and
trading and investment in securities.

During the year, consolidated revenue increased slightly to Rs. 3,619.61 lakhs compared to Rs. 3,466.47 lakhs in the
previous year.

Net profit for the year was Rs. 1,264.19 lakhs, down from Rs. 2,095.75 lakhs in the previous year. The decline was mainly
due to weak market conditions in the second half and startup costs related to the launch of the Company’s Fintech Division.

3. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount to reserves.

4. DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs. 1.25 per equity share of Rs. 10/-each for the financial year
ended 31^st March, 2025 subject to the approval of the Members at the 31^st Annual General Meeting. The total outgo for the
current year amounts to Rs. 72.54 Lakhs. (In the previous year, it was Rs. 72.54 Lakhs).

5. BUSINESS OPERATIONS:

Your Company is the Holding Company of Elixir Equities Pvt. Ltd. (EEPL). EEPL is a SEBI Registered Stock Broker, Portfolio
Manager and Depository Participant of the CDSL.

There was no change in the nature of business of your Company, during the year under review.

6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect your Company’s financial position have occurred between the
end of the financial year of your Company i.e. 31^st March, 2025 and date of this Report i.e. 4^th July, 2025.

7. SHARE CAPITAL & EMPLOYEE STOCK OPTION SCHEME (ESOS):

? The paid up Equity Share Capital as on 31^st March, 2025 was Rs. 580.32 Lakhs. During the year under review, your
Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was
no change in your Company’s Share Capital during the year under review. The Promoter and Promoter Group holds
41,37,000 shares equivalent to 71.29% of the total Issued and Paid-up Share Capital.

? During the year under review, the members of the Company had approved Elixir Capital Employee Stock Option Scheme
- 2024 (“Scheme”) in terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021 (SBEB Regulations) as per which the Company is authorized to create, grant, offer, issue
and allot under the Scheme, in one or more tranches, not exceeding 20,00,000 (Twenty Lakh) Employee Stock Options
to or for the benefit of Employees and Directors of the Company, including its Subsidiary Company, in India or outside
India, of the Company and to such persons as may, from time to time, be allowed to be eligible for the benefits of the
Scheme (as permitted under the applicable laws), exercisable into not more than 20,00,000 (Twenty Lakh) Equity
Shares (“Shares”) of face value of Rs. 10/- each.

? The said Scheme has been posted on the website of the Company at https://elixircapital.in/ESOPDisclosures The said
Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended. There are no material changes made in the said Scheme. The Company has
obtained the certificate from the Secretarial Auditor of the Company certifying that the Company’s Employee Stock
Option Scheme(s) have been implemented in accordance with the SBEB Regulations, as amended and in accordance
with the resolutions passed by the Members.

? During the year under review, the Company has not granted any options. However, after the year under review on
16th May, 2025, the Nomination and Remuneration Committee has granted 62,854 options convertible into equal number
of Equity Shares of the Company of face value of Rs. 10/- each, under the Elixir Capital Employee Stock Option Scheme
- 2024 (“Scheme”). The details as required to be disclosed under SBEB Regulations are posted on the website of the
Company at https://elixircapital.in/ESOPDisclosures

? In order to facilitate issue of options exercisable into shares from time to time in future, the members of the Company
has also approved to increase the authorized share capital of the Company from Rs. 6,00,00,000 (Rupees Six Crores)
comprising of 60,00,000 equity shares of Rs. 10 each to Rs. 8,00,00,000 (Rupees Eight Crores) comprising of
80,00,000 equity shares of Rs. 10 each.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

During the year 2024 - 25, unclaimed Dividend of Rs. 65,163.75/- was transferred to the Investor Education and Protection
Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the
Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The said amount represents
Final Dividend declared during the financial year 2016 - 17 which remain unclaimed for a period of 7 years from its due date
of payment.

9. TRANSFER OF EQUITY SHARES ON UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In line with the statutory requirements, your Company has transferred to the credit of the Investor Education and Protection

Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid / unclaimed for a
period of seven (7) consecutive years within the time lines laid down by the Ministry of Corporate Affairs. Unpaid /
unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under
the Act.

10. DIRECTORS:

10.1 Changes in Board of Directors:

Cessation of Directors:

? Mr. Suril Shah (DIN: 07214200) ceased to be an Independent Director of the Company on account of completion of his
term on 31^st March, 2025.

The Board places on record its appreciation for the dedicated efforts contributed by him during his tenure as an
Independent Director of the Company.

Appointment of Director:

? The Board of Directors of the Company had appointed Mr. Shail Kapadia (DIN: 10557016) as an Additional Director of
the Company w.e.f. 1^st April, 2024. He was further appointed as an Independent Director of the Company for a term of
5 years w.e.f. 1^st April, 2024. The members of the Company at its 30^th Annual General Meeting held on 26^th August,
2024 has approved the same.

? The Board of Directors of the Company had appointed Mrs. Manori Shah (DIN: 11007279) as an Additional Director of
the Company w.e.f. 1^st April, 2025. She was further appointed as an Independent Director of the Company for a term
of 5 years w.e.f. 1^st April, 2025.

? In terms of Section 161 of the Companies Act, 2013, Mrs. Manori Shah holds office up to the date of 31^st Annual General
Meeting. The Company has received notice in writing from a Member under Section 160 of the Companies Act, 2013,
proposing her candidature for the office of Director of the Company. In terms of Section 161 of the Act, it is proposed
to appoint her as Director of the Company.

Further, in compliance with the provisions of Section 152 and 149 read with Schedule IV to the Companies Act, 2013
and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, it is proposed to appoint Mrs. Manori Shah
as Independent Director for a term of 5 (five) years commencing from 1^st April, 2025 up to 31^st March, 2030 (both days
inclusive).

Necessary resolution for her appointment, has been proposed for approval of members at item no. 5 of the Notice of
31^st Annual General Meeting.

10.2 Retirement by Rotation:

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mr.
Dipan Mehta, (DIN: 00115154) Director of your Company, retires by rotation at the forthcoming Annual General Meeting and
being eligible, offers himself for re-appointment.

10.3 Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with
the criteria of independence as prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under
Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to
Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6 (3) of
Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent
Director’s name in the data bank of Indian Institute of Corporate Affairs (“IICA”) for a period of one year or five years or life
time till they continue to hold the office of an independent director.

None of the directors of your Company are disqualified under the provisions of Section 164 (2) of the Companies Act, 2013.
Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and
experience.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent
Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, the
Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section
150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, Mrs. Manori
Shah is exempted from undertaking online proficiency self-assessment test conducted by the IICA and Mr. Shail Kapadia has
cleared the said test.

10.4 Annual Board Evaluation:

The annual performance evaluation of the Independent Directors and Board Committees i.e. Audit, Stakeholders Relationship
and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of the
Chairman, Board as a whole, Non - Independent Directors was carried out by the Independent Directors.

The annual performance evaluation was carried out in accordance with the criteria laid down in the Nomination and
Remuneration Policy of your Company and as mandated under the Companies Act, 2013 and the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, as amended from time to time.

10.5 Key Managerial Personnel:

The following persons are the Key Managerial Personnel of your Company pursuant to Section 2 (51) and Section 203 of the
Act, read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014 framed there under.

1. Mrs. Radhika Mehta, Whole Time Director

2. Mr. Varun Mehta, Chief Financial Officer

3. Mrs. Hetal Mody - Company Secretary and Compliance Officer

During the year under review, Mrs. Radhika Mehta resigned as Chief Financial Officer of the Company w.e.f. 15^th October,
2024. However, she continues to be the Whole Time Director and Promoter of the Company. Mr. Varun Mehta was appointed
as Chief Financial Officer of the Company w.e.f. 15^th October, 2024.

None of the Directors have attained the age of 75 years.

10.6 Remuneration Policy:

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Companies Act, 2013, formulated
the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy
relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The same has been
posted on the website of the Company i.e. https://www.elixircapital.in/pdf/Remuneration-Policv.pdf.

10.7 Board Meetings:

During the financial year your Company has held 6 (Six) Board Meetings on 16^th May, 2024, 13^th August, 2024, 15^th October,
2024, 13^th November, 2024, 7^th February, 2025 and 28^th March, 2025. The maximum interval between any two meetings did
not exceed 120 days.

10.8: Committees of Board:

i) AUDIT COMMITTEE

The Company has constituted Audit Committee, in alignment with provisions of Section 177 of the Companies Act, 2013 and
other applicable provisions and entrusted with the role and responsibility as per terms in line with applicable provisions of
the Companies Act, 2013, as amended. During the year, all the recommendations made by the Audit Committee were
accepted by the Board. The composition of audit committee is as below:

Name of member	Member/ Chairman
Mr. Shail Kapadia	Chairman1
Mr. Suril Shah (upto 31.03.2025)	Chairman
Mrs. Manori Shah(w.e.f.01.04.2025)	Member
Mr. Dipan Mehta	Member

*Chairman w.e.f. 1^st April, 2025

ii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted Stakeholders Relationship Committee, in alignment with provisions of Section 178 of the
Companies Act, 2013 and other applicable provisions and entrusted with the roles and responsibility as per terms in line with
applicable provisions of the Companies Act, 2013, as amended.

The composition of Stakeholders Relationship Committee is as below:

Name of member	Member/ Chairman
Mr. Shail Kapadia	Chairman1
Mr. Suril Shah (upto 31.03.2025)	Chairman
Mrs. Manori Shah (w.e.f.01.04.2025)	Member
Mr. Dipan Mehta	Member

The composition of Nomination & Remuneration Committee is as below:

Name of member	Member/ Chairman
Mr. Shail Kapadia	Chairman*
Mr. Suril Shah (upto 31.03.2025)	Chairman
Mrs. Manori Shah (w.e.f.01.04.2025)	Member
Mr. Dipan Mehta	Member

‘Chairman w.e.f. 1^st April, 2025

11. PARTICULARS OF EMPLOYEES:

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees

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 A” and form part of this Report.

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors

make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the
end of the financial year and of the profit and loss of the company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating
effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

13. INTERNAL CONTROL SYSTEMS:

13.1 Internal Audit and its Adequacy:

To maintain independence and objectivity in its functions, the internal audit function reports directly to the Audit Committee of
the Board.

The audit plan aims to evaluate the efficacy and adequacy of the internal control system and compliance thereof, robustness
of internal processes, policies and accounting procedures, compliance with laws and regulations.

Based on the reports of internal audit function, process owners undertake corrective action in their respective areas.
Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

13.2 Internal Controls over Financial Reporting:

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We
believe that these internal control systems provide, among other things, a reasonable assurance that transactions are
executed with Management authorization and that they are recorded in all material respects to permit preparation of financial
statements in conformity with established accounting principles and that the assets of your Company are adequately
safeguarded against significant misuse or loss.

14. SUBSIDIARY COMPANIES

As on 31^st March, 2025, your Company has following three subsidiaries / sub-subsidiary companies:

1. Elixir Equities Private Limited (Subsidiary Company)

2. Dipan Mehta Commodities Private Limited (Sub-Subsidiary Company)

3. Elixir Wealth Management Private Limited (Sub-Subsidiary Company)

14.1 Material Subsidiary:

Elixir Equities Private Limited, Elixir Wealth Management Private Limited and Dipan Mehta Commodities Private Limited are
material subsidiaries of the Company since its income and networth exceeds 10% of the consolidated income and networth
of the Company for the financial year ended 31^st March, 2024. However, the provisions of material subsidiary as stipulated
under SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 are not applicable to your Company.

14.2 Statement containing the salient features of Financial Statement of your Company’s Subsidiaries:

The Statement containing the salient features of financial statement of Subsidiaries in Form AOC-1 pursuant to Section
129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 are given below.

(Amount in Rs in ‘OHOs)

Sr. No.	Particulars	Elixir Equities Private Limited	Dipan Mehta Commodities Private Limited	Elixir Wealth Management Private Limited
i)	Reporting Period	1st April 2024 to	1st April 2024 to	1st April 2024 to
		31st March 2025	31st March 2025	31st March 2025
ii)	Reporting Currency	INR	NR	INR
ii)	Reporting Currency	INR	INR	INR
iii)	Country	India	India	India
iv)	Exchange Rate	N.A.	N.A.	N.A.
v)	Share Capital	17,550.00	3,000.00	100.20
vi)	Reserves and Surplus	3,75,136.32	94,056.63	2,82,982.86
vii)	Total Assets	7,29,530.46	97,118.62	3,16,949.74
viii)	Total Liabilities	3,36,844.14	61.99	33,866.68
ix)	Investment other than Investment in subsidiary	41,993.51	84,290.82	53,353.71
x)	Turnover	1,49,182.12	34,507.26	1,83,363.69
xi)	Profit / (Loss) before taxation	(27,960.14)	32,171.79	1,76,775.91
xii)	Provision for Taxation	73.91	(8,173.94)	(45,380.24)
xiii)	Profit / (Loss) after taxation	(27,886.23)	23,997.85	1,31,395.67
xiv)	Proposed Dividend	5.75	-
xv)	Percentage of Shareholding	74%	74%	74%

Note: Elixir Equities Private Limited hold 100% shareholding of Dipan Mehta Commodities Private Limited (DMCPL) and Elixir
Wealth Management Private Limited (EWMPL). Accordingly, DMCPL and EWMPL are step down subsidiaries of Elixir Capital
Limited.

15. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE
COMPANIES

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture, or Associate Companies during
the financial year 2024 - 25.

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS OR SECURITY:

The details of Loans and Investments made as covered under the provisions of Section 186 of the Companies Act, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Standalone Audited
Annual Financial Statements. The Company has not made any guarantees or provided any security in connection with loan
made under Section 186 of the Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS:

All transactions with related parties are placed before the Audit Committee for approval. Prior omnibus approval of the Audit
Committee is obtained for the RPTs, which are foreseeable and repetitive. A statement giving details of all RPTs are placed
before the Audit Committee and the Board of Directors on a quarterly basis.

Further the members may note that your Company has not entered into any of the following related party transactions:

- Contracts/arrangement/transactions which are not at arm’s length basis or in the ordinary course of business.

- Any Material contracts/arrangement/transactions.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013
is not applicable to your Company.

19. ENERGY CONSERVATION- TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as
under:

A. Conservation of Energy. Technology absorption. adaptation and innovation

The activity of the Company does not require large scale consumption of energy. Hence, the Company has not taken any
energy conservation measures. There are no additional investments and proposals, for reduction of consumption of
energy. The Company is using LED Lights at its location to conserve energy.

Your Company has not deployed any Research and Development facility or absorbed any technology. Hence, no disclosures
are applicable.

Bl Foreign Exchange Earning & Outgo

Foreign Exchange Earnings/Outgo (RSl In Millions)

Foreign Exchange Earned Nil

Foreign Exchange Outgo Nil

20l development and implementation of risk management policy

The subsidiaries of your Company are engaged in various financial services businesses such as stock and commodity
broking, portfolio management and demat services. In addition to this, the subsidiaries also carry out arbitrage and proprietary
trading. A sharp diminution in the value of the subsidiary companies is the key business risk for your Company. In the opinion
of the Board, there are no risks which shall threaten the existence of the Company.

Your Company has not formed Risk Management Committee since the provisions of Regulation 21 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

21l VIGIL MECHANISM / WHISTLE BLOWER POLICY

Whistle Blower Policy is the vigil mechanism instituted by your Company to report concerns about unethical behavior
in compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Board’s
Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle blower
through several channels to report actual or suspected frauds and violation of your Company’s Code of Conduct and
/ or Whistle Blower Policy. Details of the Whistle Blower Policy have been disclosed on your Company’s website at
https://www.elixircapital.in/pdf/Whistle%20Blower%20Policv.pdf.

22l SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

23l AUDITORS

23l1 Statutory Auditors:

M/s. JMT & Associates, Chartered Accountants will complete their term as Statutory Auditors of the Company at the
conclusion of 31^st Annual General Meeting (AGM) of the Company. Pursuant to Section 139 of the Companies Act, 2013, they
shall retire at the conclusion of 31^st AGM of the Company.

In terms of the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, and
other applicable provisions, the Company can appoint or reappoint an audit firm as statutory auditors for not more than two
(2) terms of five (5) consecutive years. M/s. JMT & Associates are the statutory auditors of the Company since 23^rd AGM
held on 26^th August, 2017 and have completed a period of 8 years since their appointment.

The Board of Directors of the Company have re-appointed M/s. JMT & Associates, Chartered Accountants (Firm Registration
No. 104167W) as the Statutory Auditors of the Company for a term of 1 year to hold the office from the conclusion of 31^st
AGM till the conclusion of 32^nd AGM based on the recommendation of the Audit Committee and subject to approval of the
members of the Company. Necessary resolution has been proposed for approval of the members at item no. 4 of the notice
of AGM.

M/s. JMT & Associates., Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act,
2013 and the Rules framed thereunder for re-appointment as statutory auditors of your Company. Further, as required under
Regulation 33 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, M/s. JMT & Associates., Chartered
Accountants have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India. In accordance with regulation 36 (5) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the disclosures in respect of appointment / re-appointment of statutory auditors have
been made at Explanatory Statement to item no. 4 of the notice of AGM.

23.2 Statutory Auditors’ Observations:

The auditors report given by the statutory auditors on the annual financial statements of your Company is part of the Annual
Report. There are no qualification, reservation or adverse remark made by the statutory auditors in their Audit Report.

23.3 Secretarial Audit:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed M/s. P. C. Shah & Co., Practicing Company Secretaries, as Secretarial
Auditors for conducting Secretarial Audit of your Company for the financial year ended 31^st March, 2025.

The report of the Secretarial Auditor is attached as “Annexure B”. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

24. REPORTING OF FRAUDS BY AUDITORS:

During the financial year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit
Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its
officers or employees, the details of which would need to be mentioned in this Report.

25. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, your
Company has appointed M/s. Prasanna Kumar Gawde & Co., Chartered Accountant as Internal Auditors of your Company.

26. COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter
referred to as ‘Rules’) in respect of maintenance and audit of cost records are not applicable to your Company.

27. COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by
the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees
and General Meeting, which have mandatory application during the year under review.

28. ANNUAL RETURN:

Pursuant to sub-section 3 (a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 the
Annual Return for the financial year ended 31^st March, 2025 in E-Form MGT 7 is available on the Company’s website at
https://elixircapital.in/pdf/Form-MGT-7-2024-25.pdf

29. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the financial year 2024 - 25 are prepared in compliance with
the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards (IND-AS 110) specified under
Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditors’
Report thereon forms part of the Annual Report.

Pursuant to Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements
of each of the subsidiaries in the prescribed Form AOC - 1 are provided at Point 14.2 of the Boards Report which forms part
of the Annual Report.

The financial statements of the subsidiaries are available for inspection by the Members at the registered office of your
Company pursuant to the provisions of Section 136 of the Companies Act, 2013. Your Company shall provide free of cost,
a copy of the financial statements of its subsidiary companies to the Members upon their request. The financial statements
are also available on the website of your Company at www.elixircapital.in under the ‘Financials’ section.

30. GREEN INITIATIVES:

The Ministry of Corporate Affairs vide its circular no. 17 / 2020 dated 13^th April, 2020, circular no. 20 / 2020 dated 5^th May,

2020 and circular No. 09/2024 dated 19^th September, 2024 and SEBI vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79
dated 12^th May, 2020 and no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3^rd October, 2024 has dispensed with the
requirement of sending hard copy of full annual report to the shareholders.

Electronic copies of the annual report for the financial year 2024 - 25 and notice of the 31^st Annual General Meeting (AGM)
are sent to all members whose email addresses are registered with your Company / Depository Participant(s). Members
who have not registered their email address can do so by following the steps as mentioned in the notes of notice of 31^st
Annual General Meeting. Alternatively, they are requested to download the copy of the Annual Report from the website of
the Company i.e. www.elixircapital.in or from the website of BSE Limited i.e. www.bseindia.com or write to the Company
at [e-mail].

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions
set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Management and Administration) Amendment Rules, 2015.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Schedule V (B) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, report on
“Management Discussion and Analysis” is attached and form part of this Annual Report.

32. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (LODR) Regulations, 2015, the provisions of Corporate Governance are non-mandatory
to the following class of Companies:

a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25
Crores, as on the last day of the previous financial year;

Provided that where the provisions of Regulation 27 becomes applicable to a company at a later date, such company
shall comply with the requirements of Regulation 27 within six months from the date on which the provisions became
applicable to your company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As on 31^st March, 2024, the paid-up share capital of your Company is Rs. 5.80 crores and networth is Rs. 18.65
crores. Accordingly, the paid-up capital and net worth is below the prescribed limit for mandatory applicability of
Corporate Governance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015. Your Company has
decided not to opt for compliance of Regulation 27 for the time being.

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

Your Company believes in providing a safe, supportive and friendly workplace environment - a workplace where our
values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are
integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and
harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence
of an incident constituting sexual harassment; your Company provides the mechanism to seek recourse and redressal to
the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the
process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints
Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

No complaint was raised and pending as on 1^st April, 2024 and no complaint has been raised during the financial year ended
31^st March, 2025.

34. DEPOSITS:

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing
details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Your Company was not required to file e-Form DPT - 3 being Return of Deposits for the financial year ended 31^st March,
2025.

35. AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the
financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related
parties, directors, key managerial personnel and employees of the Company or its subsidiaries among themselves or with
the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and
effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the
Company.

36. INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

37. ONE TIME SETTLEMENT WITH BANKS:

The Company has not borrowed any monies from banks or financial institutions. Accordingly, there is no question of any
one-time settlement with the banks or financial institutions.

38. LISTING WITH STOCK EXCHANGES:

Your Company is listed with BSE Limited. Your Company has duly paid the listing fees to BSE Limited.

39. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued
help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz.
members, banks and other business partners for the excellent support received from them during the year. The Directors
place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued
contribution to your Company.

40. CAUTIONARY STATEMENT:

Statements in the Board’s Report and the Management Discussion & Analysis describing your Company’s objectives,
expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement.

For and on behalf of the Board
of Elixir Capital Limited

Dipan Mehta Radhika Mehta

Chairman Whole Time Director

DIN: 00115154 DIN: 00112269

Place: Mumbai
Date: 4^th July, 2025

1

Chairman w.e.f. 1^st April, 2025

iii) NOMINATION & REMUNERATION COMMITTEE:

The Company has constituted Nomination & Remuneration Committee, in alignment with provisions of Section 178 of the
Companies Act, 2013 and other applicable provisions and entrusted with the responsibility as per terms in line with
applicable provisions of the Companies Act, 2013, as amended and other applicable regulations, if any.

---

Mar 31, 2024

The Directors take pleasure in presenting the Thirtieth Annual Report together with the Audited Annual Financial Statements for the financial year ended 31^st March, 2024. The Management Discussion and Analysis has also been incorporated into this Report.

1. FINANCIAL RESULTS:

Key highlights of Consolidated Financial Results for Elixir Capital Ltd. for the financial year 2023-24 are tabulated below:

(Amount in Rs. in 000’s)
	For the Year ended	For the Year ended
	31st March, 2024	31st March, 2023
Revenue from operations	3,25,397.13	37,599.35
Other Income	21,250.21	7,407.55
Total Revenue	3,46,647.34	45,006.90
Less: Expenses
Depreciation and amortization expenses	3,394.86	3,358.07
Other Expenses	87,638.49	68,291.43
Total Expenses	91,033.35	71,649.50
Profit / (Loss) before extraordinary items	2,55,613.99	(26,642.60)
Exceptional Items	5,186.75	-
Profit / (Loss) before extraordinary items	2,60,800.74	(26,642.60)
Extraordinary Items	-	-
Profit / (Loss) before Tax	2,60,800.74	(26,642.60)
Less: Tax
Current Tax	(51,381.10)	(6,096.00)
Deferred Tax	2.71	15.35
Adjustment of Tax for previous years	152.94	(1,535.90)
Total Taxes	(51,225.45)	(7,616.55)
Profit / (Loss) for the year	2,09,575.29	(34,259.15)
Less : Share of Profit / (Loss) transferred to Minority Interest	(53,511.77)	9,894.11
Profit / (Loss) after Minority Interest	1,56,063.52	(24,365.04)

There was no revision in the Financial Statements.

2. HIGHLIGHTS OF PERFORMANCE:

Your Company is a holding company of subsidiary companies engaged in stock broking, portfolio management, depository services, trading, and investment in securities. The consolidated revenue increased manifold to Rs. 3,466.47 Lakhs from Rs. 450.07 Lakhs from the previous year due to very strong stock market conditions. There was a net profit of Rs. 2,095.75 Lakhs against a net loss of Rs. 342.59 Lakhs due to sharply higher trading profits and stock held for trading.

3. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount to reserves.

4. DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs. 1.25 per equity share of Rs. 10/- each for the financial year ended 31^st March, 2024 subject to the approval of the Members at the 30^th Annual General Meeting. The total outgo for the current year amounts to Rs. 72.54 Lakhs. (In the previous year, it was Rs. 72.54 Lakhs).

5. BUSINESS OPERATIONS:

Your Company is the Holding Company of Elixir Equities Pvt. Ltd. (EEPL). EEPL is a SEBI Registered Stock Broker, Portfolio Manager and Depository Participant of the CDSL.

There was no change in the nature of business of your Company, during the year under review.

6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect your Company’s financial position have occurred between the end of the financial year of your Company i.e. 31^st March, 2024 and date of this Report i.e. 16^th May, 2024.

7. SHARE CAPITAL:

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 580.32 Lakhs. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was no change in your Company’s Share Capital during the year under review. The Promoter and Promoter Group holds 41,37,000 shares equivalent to 71.29% of the total Issued and Paid-up Share Capital.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

During the year 2023 - 24, unclaimed Dividend of Rs. 67,500/- was transferred to the Investor Education and Protection

Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The said amount represents Interim Dividend declared during the financial year 2015 - 16 which remain unclaimed for a period of 7 years from its due date of payment.

9. TRANSFER OF EQUITY SHARES ON UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In line with the statutory requirements, your Company has transferred to the credit of the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid / unclaimed for a period of seven (7) consecutive years within the time lines laid down by the Ministry of Corporate Affairs. Unpaid / unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

10. DIRECTORS:10.1 Changes in Board of Directors:Cessation of Directors:

? Mr. Dilip Kapadia (DIN: 01117939) ceased to be an Independent Director of the Company on account of completion of his term on 31^st March, 2024.

The Board places on record its appreciation for the dedicated efforts contributed by him during his tenure as an Independent Director of the Company.

Appointment of Director:

? The Board of Directors of the Company had appointed Mr. Shail Kapadia (DIN: 10557016) was appointed as an Additional Director of the Company w.e.f. 1^st April, 2024. He was further appointed as an Independent Director of the Company for a term of 5 years w.e.f. 1^st April, 2024.

? In terms of Section 161 of the Companies Act, 2013, Mr. Shail Kapadia holds office up to the date of 30^th Annual General Meeting. The Company has received notice in writing from a Member under Section 160 of the Act, proposing his candidature for the office of Director of the Company. In terms of Section 161 of the Act, it is proposed to appoint him as Director of the Company.

Further, in compliance with the provisions of Section 152 and 149 read with Schedule IV to the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, it is proposed to appoint Mr. Shail Kapadia

as Independent Director for a term of 5 (five) years commencing from 1^st April, 2024 up to 31^st March, 2029 (both days inclusive).

Necessary resolution for his appointment, has been proposed for approval of members at item no. 5 of the Notice of 30^th Annual General Meeting.

10.2 Retirement by Rotation:

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mrs. Radhika Mehta, (DIN: 00112269) Director of your Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

10.3 Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6 (3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director’s name in the data bank of Indian Institute of Corporate Affairs (“IICA”) for a period of one year or five years or life time till they continue to hold the office of an independent director.

None of the directors of your Company are disqualified under the provisions of Section 164 (2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and experience.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the

Independent Directors of the Company upto 31^st March, 2024 are exempted from undertaking online proficiency selfassessment test conducted by the IICA.

10.4 Annual Board Evaluation:

The annual performance evaluation of the Independent Directors and Board Committees i.e. Audit, Stakeholders Relationship and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of the Chairman, Board as a whole, Non - Independent Directors was carried out by the Independent Directors.

The annual performance evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration Policy of your Company and as mandated under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time to time.

10.5 Key Managerial Personnel:

The following persons are the Key Managerial Personnel of your Company pursuant to Section 2 (51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014 framed there under.

1. Ms. Radhika Mehta, Whole Time Director & CFO

2. Ms. Hetal Mody - Company Secretary and Compliance Officer

None of the Key Managerial Personnel have resigned during the year under review.

None of the Directors have attained the age of 75 years.

10.6 Remuneration Policy:

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The same has been posted on the website of the Company i.e. https://www.elixircapital.in/pdf/Remuneration-Policv.pdf.

10.7 Board Meetings:

During the financial year your Company has held 5 (Five) Board Meetings on 30^th May, 2023, 11^th August, 2023, 9^th November, 2023, 13^th February, 2024 and 21^st March, 2024. The maximum interval between any two meetings did not exceed 120 days.

11. PARTICULARS OF EMPLOYEES:

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees 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 A” and form part of this Report.

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of the company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. INTERNAL CONTROL SYSTEMS:13.1 Internal Audit and its Adequacy:

To maintain independence and objectivity in its functions, the internal audit function reports directly to the Audit Committee of the Board.

The audit plan aims to evaluate the efficacy and adequacy of the internal control system and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations.

Based on the reports of internal audit function, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

13.2 Internal Controls over Financial Reporting:

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

14. SUBSIDIARY COMPANIES

As on 31^st March, 2024, your Company has following three subsidiaries / sub-subsidiary companies:

1. Elixir Equities Private Limited (Subsidiary Company)

2. Dipan Mehta Commodities Private Limited (Sub-Subsidiary Company)

3. Elixir Wealth Management Private Limited (Sub-Subsidiary Company)

14.1 Material Subsidiary:

Elixir Equities Private Limited is a material subsidiary of the Company since its income and networth exceeds 10% of the consolidated income and networth of the Company for the financial year ended 31^st March, 2023. However, the provisions of material subsidiary as stipulated under SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 are not applicable to your Company.

14.2 Non-Material Subsidiary:

The other two subsidiary companies, Dipan Mehta Commodities Private Limited and Elixir Wealth Management Private Limited neither have net worth exceeding 10% of the consolidated net worth of the Holding Company in the previous financial year nor have generated 10% of the consolidated income of your Company during the previous financial year.

14.3 Statement containing the salient features of Financial Statement of your Company’s Subsidiaries:

The Statement containing the salient features of financial statement of Subsidiaries in Form AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 are given below.

(Amount in Rs. in ‘000s)
Sr. No.	Particulars	Elixir Equities Private Limited (Formerly Axis Equities Private Limited)	Dipan Mehta Commodities Private Limited	Elixir Wealth Management Private Limited (Formerly Axis Wealth Management Private Limited)
i)	Reporting Period	1st April 2023 to 31st March 2024	1st April 2023 to 31st March 2024	1st April 2023 to 31st March 2024
ii)	Reporting Currency	I N R	I N R	I N R
iii)	Country	India	India	India
iv)	Exchange Rate	N.A.	N.A.	N.A.
v)	Share Capital	17,550.00	3,000.00	100.2
vi)	Reserves and Surplus	4,13,113.82	70,058.78	1,51,587.18
vii)	Total Assets	6,92,877.90	74,649.68	3,18,819.34
viii)	Total Liabilities	2,62,214.08	1,590.90	1,67,131.96
ix)	Investment other than Investment in subsidiary	41,993.30	21,212.10	59,177.49
x)	Turnover	2,06,649.70	35,248.12	1,08,656.48
xi)	Profit / (Loss) before taxation	1,19,884.10	33,668.18	1,02,182.79
xii)	Provision for Taxation	-16,124.07	-7,884.5	-25,911.50
xiii)	Profit / (Loss) after taxation	1,03,760.03	25,783.68	76,271.29
xiv)	Proposed Dividend	5.75	-	-
xv)	Percentage of Shareholding	74%	74%	74%

Note: Elixir Equities Private Limited hold 100% shareholding of Dipan Mehta Commodities Private Limited (DMCPL) and Elixir Wealth Management Private Limited (EWMPL). Accordingly, DMCPL and EWMPL are step down subsidiaries of Elixir Capital Limited.

15. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture, or Associate Companies during the financial year 2023 - 24.

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS OR SECURITY:

The details of Loans and Investments made as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Standalone Audited Annual Financial Statements. The Company has not made any guarantees or provided any security in connection with loan made under Section 186 of the Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS:

All transactions with related parties are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs, which are foreseeable and repetitive. A statement giving details of all RPTs are placed before the Audit Committee and the Board of Directors on a quarterly basis.

Further the members may note that your Company has not entered into any of the following related party transactions:

- Contracts/arrangement/transactions which are not at arm’s length basis or in the ordinary course of business.

- Any Material contracts/arrangement/transactions [as per Regulation 23 of the SEBI (LODR) Regulations, 2015]

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

19. ENERGY CONSERVATION- TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

A. Conservation of Energy. Technology absorption. adaptation and innovation

The activity of the Company does not require large scale consumption of energy. Hence, the Company has not taken any energy conservation measures. There are no additional investments and proposals, for reduction of consumption of energy. The Company is using LED Lights at its location to conserve energy.

Your Company has not deployed any Research and Development facility or absorbed any technology. Hence, no disclosures are applicable.

Bl Foreign Exchange Earning & OutgoForeign Exchange Earnings/Outgo (RSl In Millions)

Foreign Exchange Earned Nil

Foreign Exchange Outgo Nil

20l development and implementation of risk management policy

The subsidiaries of your Company are engaged in various financial services businesses such as stock and commodity broking, portfolio management and demat services. In addition to this, the subsidiaries also carry out arbitrage and proprietary trading. A sharp diminution in the value of the subsidiary companies is the key business risk for your Company. In the opinion of the Board, there are no risks which shall threaten the existence of the Company.

Your Company has not formed Risk Management Committee since the provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015 are not applicable to the Company.

21l VIGIL MECHANISM / WHISTLE BLOWER POLICY

Whistle Blower Policy is the vigil mechanism instituted by your Company to report concerns about unethical behavior in compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Board’s Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of your Company’s Code of Conduct and / or Whistle Blower Policy. Details of the Whistle Blower Policy have been disclosed on your Company’s website at https://www.elixircapital.in/pdf/Whistle%20Blower%20Policv.pdf.

22l SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

23l AUDITORS23l1 Statutory Auditors:

M/s. JMT & Associates, Chartered Accountants will complete their term as Statutory Auditors of the Company at the conclusion of 30^th Annual General Meeting (AGM) of the Company. Pursuant to Section 139 of the Companies Act, 2013, they shall retire at the conclusion of 30^th AGM of the Company.

In terms of the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint or reappoint an audit firm as statutory auditors for not more than two (2) terms of five (5) consecutive years. M/s. JMT & Associates are the statutory auditors of the Company since 23^rd AGM held on 26^th August, 2017 and have completed a period of 7 years since their appointment.

The Board of Directors of the Company have re-appointed M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W) as the Statutory Auditors of the Company for a term of 1 year to hold the office from the conclusion of 30^th AGM till the conclusion of 31^st AGM based on the recommendation of the Audit Committee and subject to approval of the members of the Company. Necessary resolution has been proposed for approval of the members at item no. 4 of the notice of AGM.

M/s. JMT & Associates., Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as statutory auditors of your Company. Further, as required under Regulation 33 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, M/s. JMT & Associates., Chartered Accountants have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. In accordance with regulation 36 (5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosures in respect of appointment / re-appointment of statutory auditors have been made at Explanatory Statement to item no. 4 of the notice of AGM.

23.2 Statutory Auditors’ Observations:

The auditors report given by the statutory auditors on the annual financial statements of your Company is part of the Annual Report. There are no qualification, reservation or adverse remark made by the statutory auditors in their Audit Report.

23.3 Secretarial Audit:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. P. C. Shah & Co., Practicing Company Secretaries, as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31^st March, 2024.

The report of the Secretarial Auditor is attached as “Annexure B”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

24. REPORTING OF FRAUDS BY AUDITORS:

During the financial year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

25. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, your Company has appointed Mr. Rajendra P. Bhende, Chartered Accountant as Internal Auditors of your Company.

26. COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as ‘Rules’) in respect of maintenance and audit of cost records are not applicable to your Company.

27. COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.

28. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3 (a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 the Annual Return for the financial year ended 31^st March, 2024 in E-Form MGT 7 is available on the Company’s website at https://www.elixircapital.in/investors/Form MGT 7 2023-24.pdf

29. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the financial year 2023 - 24 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards (IND-AS 110) specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditors’ Report thereon forms part of the Annual Report.

Pursuant to Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of each of the subsidiaries in the prescribed Form AOC - 1 are provided at Point 14.3 of the Boards Report which forms part of the Annual Report.

The financial statements of the subsidiaries are available for inspection by the Members at the registered office of your Company pursuant to the provisions of Section 136 of the Companies Act, 2013. Your Company shall provide free of cost, a copy of the financial statements of its subsidiary companies to the Members upon their request. The financial statements are also available on the website of your Company at www.elixircapital.in under the ‘Financials’ section.

30. GREEN INITIATIVES:

In view of Covid 19 pandemic, the Ministry of Corporate Affairs vide its circular no. 17 / 2020 dated 13^th April, 2020, circular no. 20 / 2020 dated 5^th May, 2020 and circular No. 10/2022 dated 28^th December, 2022 and SEBI vide its circular no. SEBI/HO/

CFD/CMD1/CIR/P/2020/79 dated 12^th May, 2020 and no. SEBI/HO/DDHS/P/CIR/2023/0164 dated 6^th October, 2023 has dispensed with the requirement of sending hard copy of full annual report to the shareholders.

Electronic copies of the annual report for the financial year 2023 - 24 and notice of the 30^th Annual General Meeting (AGM) are sent to all members whose email addresses are registered with your Company / Depository Participant(s). Members who have not registered their email address can do so by following the steps as mentioned in the notes of notice of 30^th Annual General Meeting. Alternatively, they are requested to download the copy of the Annual Report from the website of the Company i.e. www.elixircapital.in or from the website of BSE Limited i.e. www.bseindia.com or write to the Company at [e-mail].

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Schedule V (B) of SEBI (LODR) Regulations, 2015, report on “Management Discussion and Analysis” is attached and form part of this Annual Report.

32. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (LODR) Regulations, 2015, the provisions of Corporate Governance are non-mandatory to the following class of Companies:

a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year;

Provided that where the provisions of Regulation 27 becomes applicable to a company at a later date, such company shall comply with the requirements of Regulation 27 within six months from the date on which the provisions became applicable to your company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As on 31^st March, 2023, the paid-up share capital of your Company is Rs. 5.80 crores and networth is Rs. 18.25 crores. Accordingly, the paid-up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015. Your Company has decided not to opt for compliance of Regulation 27 for the time being.

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

Your Company believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment; your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint was raised and pending as on 1^st April, 2023 and no complaint has been raised during the financial year ended 31^st March, 2024.

34. DEPOSITS:

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Your Company was not required to file e-Form DPT - 3 being Return of Deposits for the financial year ended 31^st March, 2024.

35. AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and employees of the Company or its subsidiaries among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

36. INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

37. ONE TIME SETTLEMENT WITH BANKS:

The Company has not borrowed any monies from banks or financial institutions. Accordingly, there is no question of any one-time settlement with the banks or financial institutions.

38. LISTING WITH STOCK EXCHANGES:

Your Company is listed with BSE Limited. Your Company has duly paid the listing fees to BSE Limited.

39. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. members, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.

40. CAUTIONARY STATEMENT:

Statements in the Board’s Report and the Management Discussion & Analysis describing your Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

---

Mar 31, 2018

BOARD’S REPORT

TO THE MEMBERS OF ELIXIR CAPITAL LIMITED

The Directors take pleasure in presenting the Twenty Fourth Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2018. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

Key highlights of Standalone Financial Results for Elixir Capital Ltd. for the financial year 2017 - 18 are tabulated below:

(Amount in Rs.in‘000)

	For the Year ended March 31, 2018	For the Year ended March 31, 2017
Revenue from operation Other Income	7,747.53 477.62	841.19 464.90
Total Revenue	8,225.15	1,306.09
Less: Expenses
Depreciation and amortization expenses	39.94	40.83
Other Expenses	1,009.75	943.79
Total Expenses	1,049.69	984.62
Profit / (Loss) before exceptional and extraordinary items	7,175.46	321.47
Exceptional Items - Adjustment in taxation in earlier years	95.80	-
Profit / (Loss) before extraordinary items	7,079.66	321.47
Extraordinary Items	-	-
Profit / (Loss) before Tax	7,079.66	321.47
Less : Tax
Current Tax	-	62.00
Deferred Tax	(68.77)	(3.14)
Total Taxes	(68.87)	58.86
Profit / (Loss) for the period	7,148.43	262.61

2. HIGHLIGHTS OF PERFORMANCE

The company is a holding company. Its subsidiary companies are engaged in stock broking, portfolio management, depository services, trading and investment in securities. The consolidated revenues declined to Rs. 1024.69 lakhs from Rs 1246.75 lakhs. The Net Profits declined from Rs. 689.94 lakhs to 421.27 lakhs due to lower trading profits and capital gains in previous year.

3. WTD AND CFO CERTIFICATION

Certificate from Mr. Dipan Mehta, Whole - time Director and Mrs. Radhika Mehta, Director & CFO, pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on 30^th May, 2018.

4. BUSINESS OPERATIONS

Your Company is the Holding Company of Elixir Equities Pvt. Ltd. (EEPL). EEPL is a SEBI Registered Stock Broker, Portfolio Manager and Depository Participant of the CDSL. The only activity done in your Company was providing Research Services including publishing of Monthly Newsletters for the clients of EEPL till 31^st July, 2017. Thereafter EEPL has terminated the Contract for providing these services. There was no change in nature of business of your Company, during the year under review.

5. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

Your Company had adopted Ind-AS with effect from 01^st April, 2017 pursuant to a notification dated 16^th February, 2015, issued by the Ministry of Corporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind-AS Financials (Standalone and Consolidated) for the financial year ended 31^st March, 2018 along with comparable as on 31^st March, 2017 and Opening Statement of Assets and Liabilities as on 1^st April, 2017.

Your Company has shared all four quarters re-stated Ind-AS Profit and Loss Statement with investors along with quarterly results for comparison.

6. GOODS AND SERVICES TAX (GST)

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business and contribute to the Hon''ble Prime Minister''s mission of ‘Make in India''.

Your Company has successfully implemented and migrated to GST with effect from 01^st July, 2017 and changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST has brought in.

7. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 1.25 per equity share of Rs. 10 each. The total outgo for the current year amounts to Rs. 72.54 Lakhs including Dividend Distribution Tax. (In the previous year, it was Rs. 72.54 Lakhs including Dividend Distribution Tax).

8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the year 2017 - 18, no unclaimed dividend was transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, since your Company has not declared any dividend in the year 2009 - 10.

9. TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount to reserves.

10. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company and its subsidiaries are prepared in accordance with applicable provisions of the Companies Act, 2013, Indian Accounting Standard (Ind - AS 110) issued by the Institute of Chartered Accountants of India as well as the SEBI (LODR) Regulations, 2015 together with Auditors'' Report thereon form part of this Annual Report.

11. CAPITAL EXPENDITURE

Capital Expenditure during the year, towards Tangible & Intangible Assets, amounted to Rs. Nil.

12. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2018 was Rs. 580.32 Lakhs. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was no change in your Company''s Share Capital during the year under review. The Promoter and Promoter Group are holding 41,37,300 shares equivalent to 71.29% of the total Issued and Paid-up Share Capital.

13. DEPOSITS

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. SUBSIDIARY COMPANIES

As on 31^st March, 2018, your Company has following three subsidiaries / sub-subsidiary companies:

1. Elixir Equities Private Limited (Name changed from ‘Axis Equities Private Limited’) (Subsidiary Company)

2. Dipan Mehta Commodities Private Limited (Sub-Subsidiary Company)

3. Elixir Wealth Management Private Limited (Name changed from ‘Axis Wealth Management Private Limited’) (Sub Subsidiary Company)

Audited Financial Statement of your Company’s Subsidiaries

The Statement containing the salient features of financial statement of Subsidiaries in Form AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 are given below.

(Rs. in Lakhs)

Sr. No.	Particulars	Elixir Equities Private Limited (Formerly Axis Equities Private Limited)	Elixir Wealth Management Private Limited (Formerly Axis Wealth Management Private Limited)	Dipan Mehta Commodities Private Limited
i)	Reporting Period	1st April 2017 to 31st March 2018	1st April 2017 to 31st March 2018	1st April 2017 to 31st March 2018
ii)	Reporting Currency	INRin ‘000	INRin ‘000	INRin ‘000
iii)	Country	India	India	India
iv)	Exchange Rate	N.A.	N.A.	N.A.
v)	Share Capital	17,550.00	100.20	3,000.00

vi)	Reserves and Surplus	3,20,399.84	6,265.32	1,708.73
vii)	Total Assets	3,78,048.87	18,127.36	4,711.39
viii)	Total Liabilities	40,099.03	11,761.84	2.66
ix)	Investment other than Investment in subsidiary	0.00	0.00	0.00
x)	Turnover	93,200.16	8,737.27	54.53
xi)	Profit before taxation	55,522.84	3,675.98	(52.70)
xii)	Provision for Taxation	15,700.00	1,000.00	0.00
xiii)	Profit after taxation	39,822.84	2,675.98	(52.70)
xiv)	Proposed Dividend	5.75	0.00	0.00
xv)	Percentage of Shareholding	74.00%	74.00%	74.00%

16. DIRECTORS

16.1 Retirement by Rotation

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mrs. Radhika Mehta, Director, retires by rotation at the forthcoming Annual General Meeting. Being eligible, she offers herself for re-appointment.

16.2 Declaration by Independent Directors

Your Company has received declarations from the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under Regulation 17 of the SEBI (LODR) Regulations, 2015.

16.3 Familiarization Programme for Independent Directors

The Program intends to provide insights into your Company so that the Independent Directors can understand your Company''s business in depth and the roles, rights, responsibility that they are expected to perform / enjoy in your Company to keep them updated on the operations and business of your Company thereby facilitating their active participation in managing the affairs of your Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI (LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of your Company.

16.4 Annual Board Evaluation

According to Regulation of 25(3) of the SEBI (LODR) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 05^th January, 2017 issued by SEBI on Guidance Note on Board Evaluation, a meeting of the Independent Directors was held on 12^th February, 2018 to inter alia, evaluate the performance of the Board as a Whole, Non-Independent Directors, including the Chairman. Before the Meeting of Independent Directors, the Board in its meeting held on the same day evaluated the performance of the Independent Directors and Committees of the Board.

16.5 Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 framed there under.

1. Mr. Dipan Mehta, Chairman & Whole Time Director

2. Mrs. Radhika Mehta, Director - CFO

None of the Key Managerial Personnel have resigned during the year under review.

16.6 Remuneration Policy

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The detail of the same has been disclosed in the Corporate Governance Report.

16.7 Board Meetings

A calendar of Board Meetings is prepared and circulated in advance to the Directors.

During the year your Company has held 4 (four) Board Meetings which were held on 24^th May, 2017; 11^th August, 2017; 09^th November, 2017 and 12^th February, 2018. The maximum interval between any two meetings did not exceed 120 days.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2018 and of the profit of your Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

18. PLEDGE OF SHARES

None of the equity shares of the Directors of your Company are pledged with any banks or financial institutions.

19. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) that were entered into during the financial year were on an Arm''s Length Basis and were in the Ordinary Course of Business. All RPTs are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs is placed before the Audit Committee and the Board of Directors for their noting on a quarterly basis. However, during the year your Company has entered into material related party transaction with Elixir Equities Pvt. Limited, Subsidiary of your Company for which necessary approval from Shareholders has been obtained in 23^rd Annual General Meeting.

During the year, the related party, Elixir Equities Pvt. Limited, Subsidiary of your Company has terminated the Contract for providing services relating to Research Services including publishing of Monthly Newsletters due to cost cutting at their end. Accordingly, the said contract is terminated w.e.f. 01^st August, 2017. The same were noted by the Audit Committee and Board of Directors at their Meeting held on 09^th November, 2017 respectively.

20. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

22. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

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

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

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment; your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint has been raised during the year ended 31⁸¹ March, 2018.

24. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2017 - 18.

25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

26. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The subsidiaries of your Company are engaged in various financial services businesses such as stock and commodity broking, portfolio management and demat services. In addition to this, the subsidiaries also carry out arbitrage and proprietary trading. A sharp diminution in the value of the subsidiary companies is the key business risk for your Company. Your Company has not formed Risk Management Committee since it is not applicable under Regulation 21 of the SEBI (LODR) Regulations, 2015.

27. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

An independent Internal Audit function is an important element of your Company''s internal control system. The internal control system is supplemented through an extensive internal audit programme and periodic review by Management and Audit Committee.

Your Company has in place, adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Audit Committee reviewed the audit program and findings of the Internal Audit department and your Company when needed takes corrective actions.

28. INFORMATION SYSTEM

In a business where information is critical, Information Technology plays a vital role, facilitating informed decision making to grow the business. Over the years, your Company has invested extensively in infrastructure, people and processes with the objective to capture, protect and transmit information with speed and accuracy.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

30. AUDITORS

30.1 Statutory Auditors

Your Company''s Auditors, M/s. JMT & Associates, Chartered Accountants, who retire at the forthcoming Annual General Meeting of your Company, are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of your Company. As required under Regulation 33 of SEBI (LODR) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

30.2 Statutory Auditors’ Observations

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

30.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s P. P. Shah & Co., Practicing Company Secretary to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit Report is annexed herewith as “Annexure A”.

30.4 Qualifications in Secretarial Audit Report

A. Appointment of Company Secretary:

As per Section 203 (1) (ii), the Company is required to appoint Company Secretary. The Company has not appointed Company Secretary, consequently the Annual Audited Financial Statements are not signed by Company Secretary. In this regard the management of the Company has provided the following reply:

i. The Company has appointed Mr. Dipan Mehta, Whole-Time Director, as Compliance Officer of the Company to ensure compliance of the Companies Act, 2013 and SEBI Act and rules made there under.

ii. The Company has availed of the services of Practicing Company Secretary for advice on the compliance of the Companies Act, 2013 and the SEBI Act and rules made there under.

iii. The volume and scope of work for the Company Secretary is minimal and therefore a full time Company Secretary is as such not required. Nonetheless, the Company is trying to appoint a full time Company Secretary and has interviewed many candidates, but none is prepared to work at the terms and conditions which are affordable to the Company.

B. Composition of Nomination and Remuneration Committee:

In respect of the composition of the Nomination and Remuneration Committee, Auditor observes as follows:

As per Section 178 of the Companies Act, 2013, the composition of Nomination and Remuneration Committee shall be as follows:

178 (1): “The Board of the Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one half shall be independent directors:

Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.”

The Nomination and Remuneration Committee of the Company comprises of two independent directors and one executive director. In this regard, the Management has given the following reply:

“The Company has 4 directors, out of them 2 are executive and 2 are independent directors. Accordingly the composition of the Board is such that the Nomination and Remuneration Committee cannot comprise of 3 non-executive directors. Mr. Dipan Mehta, Executive Director is 1 of the members of the Committee. However he does not draw any remuneration from the Company and with the present composition of Nomination and Remuneration Committee, it has been ensured that majority remains with Independent Directors and accordingly the spirit of Corporate Governance is achieved.”

31. CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors'' protection and maximizing long-term shareholders value. The certificate from M/s. JMT & Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of the Securities and Exchange Board of India (LODR) Regulations, 2015 of the Stock Exchanges is annexed.

32. MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Schedule V (B) of SEBI (LODR) Regulations, 2015, report on “Management Discussion and Analysis” is attached and form part of this Annual Report.

33. ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

A. Conservation of Energy, Technology absorption, adaptation and innovation

Your Company is not engaged in any manufacturing activity. Your Company is in service industry.

Hence, your Company has not taken any energy conservation measures. There are no additional investments and proposals, for reduction of consumption of energy. Your Company has not deployed any Research and Development facility or absorbed any technology. Hence, no disclosures are required to be given.

B. Foreign Exchange Earning & Outgo

Foreign Exchange Earnings/Outgo (Rs. In Millions)

Foreign Exchange Earned Nil

Foreign Exchange Outgo Nil

34. LISTING WITH STOCK EXCHANGES

Your Company is listed with one Stock Exchange i.e. BSE Limited and your Company has duly paid the listing fees to the Exchange.

35. EXTRACT OF ANNUAL RETURN

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

36. PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees 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 C” and form part of this Report.

37. HUMAN RESOURCES

There are no employees in your company and the affairs are managed by the Directors.

38. ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

39. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your

Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

40. GREEN INITIATIVES

Electronic copies of the Annual Report 2017-18 and Notice of the 24^th Annual General Meeting are sent to all members whose email addresses are registered with your Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2017-18 and the Notice of the 24^th Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to your Company.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

41. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.

42. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing your Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of Elixir Capital Limited

(Dipan Mehta) ( Radhika Mehta)

Whole-Time Director Director-CFO

Place: Mumbai

Date: 30^th May, 2018

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Mar 31, 2015

DEAR MEMBERS

The Directors take pleasure in presenting the Twenty First Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

For the Year For the Year ended ended March 31,2015 March 31,2014 Rs. Rs.

Revenue from Operations - -

Other Income 86,53,307 43,60,768

Total Revenue 86,53,307 43,60,768

Less:Expenses

Depreciation and amortization expenses 1,17,075 1,17,075

Other expenses 11,07,387 9,37,392

Total Expenses 12,24,462 10,54,467

Profit/(Loss) before Exceptional Items & Taxes 74,28,845 33,06,301

Exceptional Items - -

Profit / (Loss) before Extraordinary items Taxes 74,28,845 33,06,301

Extraordinary items - -

Profit before tax 74,28,845 33,06,301

Less : Tax

Current tax - -

Deferred tax 911 (392)

Adjustment in Taxation of earlier years (46,256) 4,95,843

Total Taxes (45,345) 4,95,451

Profit / (Loss) for the period 73,83,500 38,01,752

2. HIGHLIGHTS OF PERFORMANCE

The total income for the year increased by 98.46 % to Rs. 86.53 lakhs from Rs. 43.61 lakhs in the previous year. Net Profits for the year increased by 94.23 % to Rs. 73.84 lakhs as compared to Rs. 38.01 lakhs in the previous year.

3. BUSINESS OPERATIONS

The company is the holding company of Axis Equities Pvt. Ltd. (AEPL). During the year under review a dividend of Rs. 74.68 lakhs was received from AEPL.

AEPL, reported a significant improvement in its operations. Revenue from share trading, broking and portfolio management increased by more than 3 times to Rs. 1083.43 lakhs. This spurt in income was driven by higher arbitrage and share trading profits. AEPL made a Net Profit after Tax of Rs. 665.01 lakhs for the financial year and has proposed to pay a dividend of Rs. 5.75 per share.

4. DIVIDEND

The Board of Directors recommend a dividend @ 12.5% i.e. Re. 1.25 per equity share for the financial year ended 31st March, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. Total outgo on dividend payout including corporate dividend tax would aggregate to Rs. 72.54 lacs.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 580.32 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, the Directors of the Company hold the equity shares of the Company as follows:

Name of the Director Number of Shares % of Total Capital

Mr. G. B. Desai* Nil 0.00

Mr. Dipan Mehta 21,24,100 36.60

Mrs. Radhika D Mehta 10,100 0.17

Mr. Anil Mehta 7,28,700 12.56

Mrs. Vina A Mehta 8,49,300 14.64

Mr. Dilip Kapadia Nil 0.00

* retired on 30th May, 2015

6. FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs. 3.04 lakhs.

6.1 DEPOSITS

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

6.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

8. BUSINESS RISK MANAGEMENT

The subsidiaries of the Company are engaged in various financial services businesses such as stock and commodity broking, portfolio management and demat services. In addition to this, the subsidiaries also carry out arbitrage and proprietary trading. A sharp diminution in the value of the subsidiary companies is the key business risk for the company.

The Company has not formed Risk Management Committee and considered it as optional item as prescribed under Clause 49 of Listing Agreement. The size and nature of business is such that a Risk Management Committee is not necessary.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

11. SUBSIDIARY COMPANIES

As on 31st March, 2015, the Company has following three subsidiaries:

1. Axis Equities Private Limited.

2. Dipan Mehta Commodities Private Limited

3. Axis Wealth Management Private Limited

Audited Financial Statement of the Company's Subsidiaries

The Statement of salient features of financial statement of Subsidiaries in Form AOC-I pursuant to Section 129(3) read with rule 5 of Companies (Accounts) Rules, 2014 are given below:

(Rs. in Lacs)

Sr. Particulars Axis Equities Dipan Mehta No. Pvt. Ltd. Commodities Pvt. Ltd.

i) Reporting Period 1st April 2014 to 1st April 2014 to 31st March 2015 31st March 2015

ii) Reporting Currency INR INR

iii) Country India India

iv) Exchange Rate 1.00 1.00

v) Share Capital 175.50 7.00

vi) Reserves and Surplus 2,285.24 41.10

vii) Total Assets 2,686.26 48.12

viii) Total Liabilities 225.52 0.02

ix) Investment other than Investment in subsidiary 70.75 -

x) Turnover 1,169.95 -

xi) Profit before taxation 941.53 (1.46)

xii) Provision for Taxation (276.52) -

xiii) Profit after taxation 665.01 (1.46)

xiv) Proposed Dividend (100.91) -

xv) Percentage of Shareholding 74.00% 100.00%

(Rs. in Lacs)

Sr. Particulars Axis Wealth No. Management Pvt. Ltd.

i) Reporting Period 1st April 2014 to 31st March 2015

ii) Reporting Currency INR

iii) Country India

iv) Exchange Rate 1.00

v) Share Capital 1.00

vi) Reserves and Surplus 6.59

vii) Total Assets 25.13

viii) Total Liabilities 17.53

ix) Investment other than Investment in subsidiary -

x) Turnover .10

xi) Profit before taxation (1.29)

xii) Provision for Taxation -

xiii) Profit after taxation (1.29)

xiv) Proposed Dividend -

xv) Percentage of Shareholding 100.00%

12. DIRECTORS:

In terms of the Articles of Association of the Company, Mr. Anil Mehta, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. G.B. Desai, Independent Director and Chairman of the Company retired on 30th May, 2015. The Board of Directors places on record its sincere thanks and gratitude to the contribution made by him to the progress and growth of the Company.

The present constitution of the Board is not as per the Companies Act, 2013 and revised clause 49 of Listing Agreement. The company is in the process of appointing another independent director within the stipulated time period of three months

The Company has received declarations from the Independent Director of the Company confirming that he meets with the criteria of independence as prescribed both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchanges.

12.1 Board Evaluation

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

12.2 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 Remuneration Policy is stated in the Corporate Governance Report.

12.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings 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.

13. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

14. RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act. 2013 are not attracted. Thus Disclosure in AOC-2 is not required. However, during the year the Company has entered into material related party transaction with Axis Equities Pvt. Limited, subsidiary of the Company. Other than this there are no material related party transactions during the year under review with the promoters, directors or key managerial personnel. The necessary items for approval of members have been included in Item no. 6 of the Notice.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

16. AUDITORS

16.1 Statutory Auditors

The Company's Auditors, M/s P C. Surana & Co., Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company, are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

16.2 Secretarial Audit

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 has appointed M/s P P Shah & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A".

16.3 Qualifications in Secretarial Audit Report

A. Appointment of Company Secretary & Chief Financial Officer:

As per section 203(1)(ii) & (iii), the Company is require to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer. In this regard the management of the Company has provided the following reply:

(i) The Company has appointed Mr. Dipan Mehta, a Chartered Accountant as well as Director, as Compliance Officer of the Company to ensure compliance of the Companies Act, 2013 and SEBI Act and rules made there under.

(ii) The Company has availed of the services of Practicing Company Secretary for advise on the compliance of the Companies Act, 2013 and the SEBI Act and rules made there under.

(iii) The volume and scope of work for the Company Secretary and Chief Financial Officer is minimal and therefore a full time Company Secretary and Chief Financial Officer is not required.

B. Appointment of Internal Auditor:

As per section 138 of the Companies Act, 2013, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. In this regard the management of the Company has provided the following reply:

As the size of operation of the Company is very small, it is not viable to appoint Internal Auditor. However, the Company has established adequate internal control systems.

C. Composition of Board of Directors, Audit Committee & Nomination and Remuneration Committee:

The composition of the Board of Directors is not as per the provisions of Companies Act, 2013 and clause 49 of Listing Agreement. In this regard the management of the Company has provided the following reply:

The company is in the process of complying with these requirements of the Companies Act, 2013.

17. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are its most important stakeholders. Accordingly, your Company and its Subsidiaries operations are committed to the pursuit of achieving high levels of operating performance, cost competitiveness and consolidating for future growth. Our aim is to enhance the productive assets, resource base and nurturing and improving its corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the society, environment.

18. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not applicable to the Company:

Foreign Exchange Earnings/Outgo : Rs.

Foreign Exchange Earned : Nil

Foreign Exchange Outgo : Nil

20. EXTRACT OF ANNUAL RETURN

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

21. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs.5,00,000 per month or Rs. 60,00,000 per annum. Hence the Company is not required to disclose any information as per Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year are as follows:

Sr. Name of the Designation Remuneration Median No. Director Per Annum Remuneration (INR) Per Annum (INR)

1. Mr. Dipan Mehta Whole Time Director Nil Nil

Sr. Name of the Ratio No. Director (Remuneration of Director to Median Remuneration)

1. Mr. Dipan Mehta N.A.

23. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

24. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

For and on behalf of the Board of Directors Mumbai Date : 30th May, 2015 Dipan Mehta Radhika Mehta Director Director

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Twentieth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

For the Year ended For the Year ended March 31,2014 March 31,2013

Revenue from Operations - -

Other Income 4,360,768 1,541,156

Total Revenue 4,360,768 1,541,156

Less:Expenses

Depreciation and amortization 117,075 119,676 expenses

Other expenses 1,054,467 778,488

Profit/(Loss) before Exceptional 3,306,301 762,668 Items & Taxes

Exceptional Items - -

Profit / (Loss) before Extraordinary 3,306,301 762,668 items Taxes

Extraordinary items - -

Profit before tax 3,306,301 762,668

Less : Tax

Current tax - (159,774)

Deferred tax (392) (1,038)

Adjustment in Taxion in earlier years 495,843 -

Total Taxes 495,451 (160,812)

Profit / (Loss) for the period 3,801,752 601,856

2. DIVIDEND

The Board of Directors has recommended a final dividend @ 12.5% i.e. Re. 1.25 per equity share for the financial year ended 31st March, 2014. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

3. OPERATIONS

The company is the holding company of Axis Equities Pvt. Ltd. (AEPL). During the year under review a dividend of Rs. 43.52 lakhs was received from the subsidiary company.

Axis Equities Pvt. Ltd, reported a significant improvement in its operations. Revenue from the core business of share trading, broking and portfolio management increased by 66.68 % to Rs. 359.96 lakhs. This spurt in income was driven by higher arbitrage and share trading profits. AEPL made a Net Profit after Tax of Rs. 119.95 lakhs for the financial year and has proposed to pay a dividend of Rs. 5.75 per share.

4. DIRECTORS

Ms. Vina Mehta, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

In terms of the articles of association of the Company, section 149 (10) of the Companies Act, 2013 and revised clause 49 of Listing Agreement dealing with Corporate Governance norms, Mr. Dilipkumar Kapadia has completed 5 years term as Independent Directors as on 1st April, 2014. The Company proposes to re-appoint them, as Independent Directors for a further period of 5 years till 2019. The Company has received requisite notices in writing from members proposing Mr. Dilipkumar Kapadia for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchanges.

5. SUBSIDIARY COMPANIES

As on 31st March, 2014, the Company has following three subsidiaries:

i. Axis Equities Private Limited.

ii. Dipan Mehta Commodities Private Limited

iii. Axis Wealth Management Private Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its Annual Report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiaries. Accordingly, the same is not attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to Mr. Dipan Mehta, Compliance Officer of the Company, at the registered office of the Company.

Statement pursuant to general exemption received under section 212(8) of the Companies Act, 1956 relating to subsidiary companies

Particulars Axis Equities Axis Wealth Dipan Mehta Pvt. Ltd. Management Commodities Pvt. Ltd. Pvt. Ltd.

1 Capital 17,550,000 100,200 700,000

2 Reserves 173,751,107 788,284 4,255,877

3 Total Assets 223,785,350 890,732 4,958,125

4 Total Liabilitie 32,484,243 2,248 2,248

5 Details of Investments 12,069,749 - - (except investment in subsidiaries)

6 Gross Income 38,759,960 - -

7 Profit/(Loss) Before Taxation 17,229,342 (139,516) (139,870)

8 Provision for Taxation (5,233,539) - -

9 Profit /(Loss) After Taxation 11,995,803 (139,516) (139,870)

10 Proposed Dividend (10,091,250) - -

6. CONSOLIDATION OF FINANCIAL STATEMENTS

In accordance with the said above referred circular and with the Accounting Standards AS - 21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred three subsidiary companies and forms part of this Annual Report.

7. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company.

Foreign Exchange Earnings/Outgo : Rs.

Foreign Exchange Earned : Nil

Foreign Exchange Outgo : Nil

8. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

9. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs. 5,00,000 per month Or Rs. 60,00,000 per annum. Hence the Company is not required to disclose any information as per Companies (Particulars of Employees) Rules, 1975.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2014 on a going concern basis.

11. LISTING OF SHARES

The Company''s shares are listed on Bombay Stock Exchange Limited. The company has paid the listing fees for the same.

12. CORPORATE GOVERNANCE

A separate section on Corporate Governance is annexed to this report. The Certificate from the Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

13. AUDITORS

M/s. P C. Surana & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

14. MANAGEMENT DISCUSSION AND ANALYSIS Forward Looking Statements:

This section contains forward-looking statements, which may be identified by their use of words, like "plans", "expects", "wills", "anticipates", "believes", "intends", "projects", "estimates", or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company''s strategy for growth, product development, market position, expenditures and financial results are forward-looking statements. Forward-Looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions are accurate or will be realized. The Company''s actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

The company is engaged in the business of investment, arbitrage and trading in shares. For the year under review, only investment activity was carried out. The company''s subsidiary Axis Equities Pvt. Ltd., which is also engaged in stock broking, portfolio management and demat services, carried out arbitrage and trading in shares.

a. Industry Structure and Development

The company and its subsidiaries is engaged in the business of broking, portfolio management, demat services, investments, arbitrage and trading in shares. This is a highly fragmented and intensely competitive industry.

b. Business Prospects and Future Plans

The prospects of the company and its subsidiary are directly linked to the performance of the stock market. The endeavor shall be to scale up the operations of this company so as to add value to all the stakeholders and derisk the business model.

c. Opportunities and Threats

A prolonged bear phase in the stock markets is the main threat for the company. A bull market provides opportunities to earn profits from investment and trading activity.

d. Segment-Wise or Product-Wise Performance

Not Applicable

e. Outlook

The prospects of the company will depend upon how it is able to scale up the operations of its subsidiary Axis Equities Private Limited (formerly know as Dipan Mehta Share & Stock Brokers Pvt. Ltd.). The trends in the stock market will also determine its performance.

f. Risk and Concerns

A prolonged bear market and poor choice of investment and trading positions are the major risk factors.

g. Internal Control Systems and their Adequacy

The company has adequate internal control systems and is well capitalized for its scale of operations.

h. Discussions on Financial Performance with respect to Operational Performance

The company is the holding company of Axis Equities Pvt. Ltd. (AEPL). During the year under review a dividend of Rs. 43.52 lakhs was received from the subsidiary company.

Axis Equities Pvt. Ltd, reported a significant improvement in its operations. Revenue from the core business of share trading, broking and portfolio management increased by 66.71 % to Rs. 359.96 lakhs. This spurt in income was driven by higher arbitrage and share trading profits. AEPL made a Net Profit after Tax of Rs. 119.95 lakhs for the financial year and has proposed to pay a dividend of Rs. 5.75 per share.

i. Material Development in Human Resources / Industrial Relations Front, including Number of People Employed

During the year there were no material developments in Human Resources and Industrial Relations.

j. Material Financial and Commercial Transactions

During the year there were no material financial or commercial transactions.

15. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, associates and stakeholders.

By order of the Board, For AXIS CAPITAL MARKETS (INDIA) LIMITED

Dated : May 30, 2014

Registered Office: 58, Mittal Chambers, 228, Nariman Point, Dipan Mehta Radhika Mehta Mumbai 400 021. Director Director

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Nineteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

For the Year ended For the Year ended March 31, 2013 March 31, 2012

Revenue from Operations 3,160,927

Other Income 1,541,156 6,410,940

Total Revenue 1,541,156 9,571,867

Less : Expenses

Finance Costs

Depreciation and amortization expenses 119,676 143,895

Other expenses 658,812 556,574

Total Expenses 778,488 700,469

Profit/(Loss) before Exceptional Items & Taxes 762,668 8,871,398

Exceptional Items

Profit / (Loss) before Extraordinary items Taxes 762,668 8,871,398

Extraordinary items

Profit before tax 762,668 8,871,398

Less : Tax

Current tax (159,774) (1,769,348)

Deferred tax (1,038) 35,063

Adjustment in Taxion in earlier years

Total Taxes (160,812) (1,734,285)

Profit / (Loss) for the period 601,856 7,137,113

2. DIVIDEND

In November, 2012 your directors declared an interim dividend @ 15% i.e Rs.1.50 per equity share for the financial year

2012-2013.

The Board of Directors have recommended a final dividend @ 7.5% i.e. Rs. 0.75 per equity share for the financial year ended 31st March, 2013.

3. OPERATIONS

During the year under review the company made a profit of Rs. 15.11 lakhs from sale of investment.

Its subsidiary company, Axis Equities Pvt. Ltd (AEPL), reported a significant improvement in its operations. Revenue from the core business of share trading, broking and portfolio management tripled to Rs. 215.95 lakhs. This spurt in income was driven by higher arbitrage and share trading profits. The company made a net loss of Rs. 25.63 lakhs which mainly on account of loss on sale of investments of Rs. 99.80 lakhs.

4. DIRECTORS

Mr. Govindbhai Desai, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

5. SUBSIDIARY COMPANIES

As on 31st March, 2013, the Company has following three subsidiaries:

i. Axis Equities Private Limited.

ii. Dipan Mehta Commodities Private Limited

iii. Axis Wealth Management Private Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiaries. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to Mr. Dipan Mehta, Compliance Officer of the Company at the registered office of the Company.

6. CONSOLIDATION OF FINANCIAL STATEMENTS

In accordance with the said above referred circular and with the Accounting Standards AS – 21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred three subsidiary companies and forms part of this Annual Report.

7. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company.

Foreign Exchange Earnings/Outgo : Rs.

Foreign Exchange Earned : Nil

Foreign Exchange Outgo : Nil

8. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

9. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in that Section.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2013 on a going concern basis.

11. LISTING OF SHARES

The Company''s shares are listed on Bombay Stock Exchange Limited. The company has paid the listing fees for the same.

12. CORPORATE GOVERNANCE

A separate section on Corporate Governance is annexed to this report. The Certificate from the Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

13. AUDITORS

M/s. P. C. Surana & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

14. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, associates and stakeholders.

By order of the Board,

For AXIS CAPITAL MARKETS (INDIA) LIMITED

Dated : 30th May, 2013

Registered Office:

58, Mittal Chambers,

228, Nariman Point,

Dipan Mehta Radhika Mehta

Mumbai 400 021. Director Director

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Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report of your Company together with the Audited Accounts for the year ended 31 st March, 2012.

1. FINANCIAL RESULTS For the Year ended For the Year ended March 31,2012 March 31,2011

Revenue from Operations 3,160,927 4,911,884

Other Income 6,410,940 5,409,936

Total Revenue 9,571,867 10,321,820 Less: Expenses

Finance Costs - 110

Depreciation and amortization expenses 143,895 115,217

Other expenses 556,574 596,013

Total Expenses 700,469 711,341

Profit/(Loss) before Exceptional Items & Taxes 8,871,398 9,610,480

Exceptional Items - -

Profit/(Loss) before Extraordinary items Taxes 8,871,398 9,610,480

Extraordinary items - -

Profit before tax 8,871,398 9,610,480 Less: Tax

Current Tax (1,769,348) (2,274,102)

Deferred Tax 35,063 3,591

Adjustment in Taxation in earlier years - (160,946)

Total Taxes (1,734,285) (2,431,457)

Profit/(Loss) for the period 7,137,113 7,179,023

2. DIVIDEND

With a view to deploy the profits into the existing operations of the company, Board of Directors has not recommended any dividend for the year.

3. OPERATIONS

During the year the company became the holding company of Axis Equities Pvt. Ltd. (AEPL), a company engaged in stock broking, arbitrage, depository services and portfolio management.

AEPL has membership of the Bombay Stock Exchange, National Stock Exchange, Central Depository Services Ltd and a SEBI registered Portfolio Manager. Its subsidiary, Dipan Mehta Commodities Pvt. Ltd. is a member of the Multi Commodity Exchange of India.

This was the first year of consolidated operations.

4. ISSUE OF SHARES

On 12th August the Company allotted 28,00,000 equity shares of Rs. 10 each at a premium of Rs. 23.30 per share through conversion of 28,00,000 equity warrants. The said shares have been listed at the Bombay Stock Exchange Limited (BSE). The Company has completed all formalities in respect of issue of shares and listing the same on BSE.

5. DIRECTORS

Mr. Anil Mehta, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors have put their Board Meeting held on 30th May, 2012, appointed Mr. Dipan Mehta as Whole Time Director of the Company w.e.f. 1st June, 2012 for a period of 5 years. He shall not draw any remuneration from the Company.

6. SUBSIDIARY COMPANIES

As on 31st March, 2012, the Company has following three subsidiaries:

i. Axis Equities Private Limited

ii. Dipan Mehta Commodities Private Limited

iii. Axis Wealth Management Private Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiaries. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to Mr. Dipan Mehta, Compliance Officer of the Company at the registered office of the Company.

7. CONSOLIDATION OF FINANCIAL STATEMENTS

In accordance with the said above referred circular and with the Accounting Standards AS - 21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred three subsidiary companies and forms part of this Annual Report.

8. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company.

Foreign Exchange Earnings/Outgo : Rs.

Foreign Exchange Earned : Nil

Foreign Exchange Outgo : Nil

9. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

10. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in that Section.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2012 on a going concern basis.

12. LISTING OF SHARES

The Company's shares are listed on Bombay Stock Exchange Limited. The company has paid the listing fees for the same.

13. CORPORATE GOVERNANCE

A separate section on Corporate Governance is annexed to this report. The Certificate from the Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

14. AUDITORS

M/s. R C. Surana&Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

During the previous year, the Company had made a preferential allotment of 28,00,000 warrants at a price of Rs. 33.30 per warrant on 27th May, 2010, as per terms of special resolution passed at the Extra Ordinary General Meeting held on 13th May, 2010. A sum of Rs. 2,33,24,000 being 25% of total price of such warrants was also received in that year.

On 12th August, 2011, company issued shares against conversion of the said the warrants. The balance 75 % of the amount aggregating to Rs. 6,99,72,000 was received which resulted in the paid up capital of the company increasing from Rs. 3,00,32,000 to Rs. 5,80,32,000. The share premium account increased from Rs. Nil to Rs. 6,52,40,000.

15. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, associates and stakeholders.

By order of the Board,

For AXIS CAPITAL MARKETS (INDIA) LIMITED

Dated: 30,th May,2012

Registered Office:

508, Apeejay House,

130, Bombay Samachar Marg, Dipan Mehta Radhika Mehta

Mumbai 400 023. Director Director

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Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report of your Company together with the Audited Accounts for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS

Year ended on Year ended on March 31,2010 March 31,2009

Income 289.57 10.89

Profit (Loss) on sale of investments (15.98) (96.59)

Net Income (Loss) 273.59 (85.70)

Expenditure 7.26 144.45

Profit/(Loss) before Tax 266.33 (230.15)

Add / (Less): Securities Transaction Tax (0.17) (0.21)

Provision for Current Tax (48.30) --

DeferedTax (48.07) 48.09

Profit After Tax 169.79 (182.27)

Adjustment in earlier yearstaxation (13.34) 0.04

156.45 (182.23)

Balance brought forward from last year 180.38 362.61

Profit available for appropriation 336.83 180.38

Less: Appropriations Proposed Dividend Tax on Dividend

Transfer to General Reserve - -

Balance carried to Balance Sheet 336.83 180.38

2. DIVIDEND

With a view to deploy the profits into the existing operations of the company and its proposed acquisition of Dipan Mehta Share & Stock Brokers (DMSSB) Pvt. Ltd., Board of Directors have not recommended any dividend for the year.

3. OPERATIONS

The fiscal year 2009-10 was a year of recovery. After the crash of October 2008, markets across the world including our stock markets, staged a come back. For the year, the Sensex appreciated by 80.53 %. Your companys portfolio also registered smart gains with the Net Asset Value increasing by a phenomenal 98.46 % from Rs. 14.94 on 31 st March, 2009 to Rs. 29.65 on 31 st March, 2010.

4. ISSUE OF PREFERENTIAL CONVERTIBLE WARRANTS:

The Company has issued and allotted 28,00,000 Convertible Warrants at a price of Rs. 33.30 per warrant in terms of special resolution at the Extra Ordinary General Meeting held on 13th May, 2010. The Company has obtained in-principal approval under Clause 24(a) of Listing Agreement from The Bombay Stock Exchange Limited.

5. DIRECTORS

Mr. Dipan Mehta, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

6. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company. Foreign Exchange Earnings/Outgo Rs.

Foreign Exchange Earned Nil

Foreign Exchange Outgo Nil

7. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

8. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in that Section.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31 st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company forthe year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31 st March, 2010 on a going concern basis.

10. LISTING OF SHARES

The Companys shares are listed on Bombay Stock Exchange Limited. The company has paid the listing Fees for the same.

11. CORPORATE GOVERNANCE

A separate section on Corporate Governance is annexed to this report. The Certificate from the Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

12. COMPLIANCE CERTIFICATE

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. P P Shah & Co., Practicing Company secretaries and the same has been attached to this Report.

13. AUDITORS

M/s. R C. Surana & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

14. MANAGEMENT DISCUSSION AND ANALYSIS Forward Looking Statements:

This section contains forward-looking statements, which may be identified by their use of words, like plans, expects, wills, anticipates, believes, intends, projects, estimates, or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the companys strategy for growth, product development, market position, expenditures and financial results are forward-looking statements. Forward-Looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions are accurate or will be realized. The Companys actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

The company is engaged in the business of investment and trading in shares.

The performance of the company is therefore, directly dependent on the movement in the stock prices. The years in which the returns from stock markets are positive, the company earns profits and vice versa.

The management had been actively evaluating and pursuing several business ventures and opportunities to reduce the dependence on investment and trading activities. These efforts have fructified into the acquisition of Dipan Mehta Share & Stock Brokers Pvt. Ltd., a reputed stock broking company.

a. Industry Structure and Development

The company is engaged in the business of investment and trading in shares. This is a highly fragmented industry with share trading business being concentrated with stock broking companies. A reduction in the Securities Transaction Tax could give a boost to the trading activity.

b. Business Prospects and Future Plans

The prospects of the company are directly linked to the performance of the stock market. With a view to diversify and expand into the financial services industry, your company has proposed a strategic investment in DMSSB. The endeavor shall be to scale up the operations of this company so as to add value to all the stakeholders.

c. Opportunities and Threats

A prolonged bear phase in the stock markets is the main threat for the company. A bull market provides opportunities to earn profits from investment and trading activity.

d. Segment-Wise or Product-Wise Performance

Not Applicable.

e. Outlook

The recent rebound in stock prices across the globe has improved the prospects of the company. With the proposed acquisition of a stock broking company viz. Dipan Mehta Share & Stock Brokers Pvt. Ltd., the prospects of your company have considerably brightened.

f. Risk and Concerns

A prolonged bear market and poor choice of investment and trading positions are the major risk factors.

g. Internal Control Systems and their Adequacy

The company has adequate internal control systems and is well capitalized for its scale of operations.

h. Discussions on Financial Performance with respect to Operational Performance

The fiscal year 2009-10 was the year of recovery. After the crash of October 2008, markets across the world including our stock markets, staged a come back. For the year, the Sensex appreciated by 80.53 %. Your companys portfolio also registered smart gains with the Net Asset Value increasing by a phenomenal 98.46 % from Rs. 14.94 on 31st March, 2009 to Rs. 29.65 on 31 st March, 2010.

I. Material Development in Human Resources / Industrial Relations Front, including Number of People Employed

During the year there were no material developments in Human Resources and Industrial Relations.

j Material Financial and Commercial Transactions

During the year, there are no major material financial and commercial transactions.

14. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, associates and stakeholders.

By order of the Board, For AXIS CAPITAL MARKETS (INDIA) LIMITED

Dated: 5 th June,2010

Registered Office: 508, Apeejay House, 130, Bombay Samachar Marg, Dipan Mehta Mumbai 400 023. Director