Directors Report of Mercantile Ventures Ltd.

Mar 31, 2025

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

1. FINANCIAL RESULTS

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

2. Highlights of the Company’s financial performance for the year ended March 31, 2025
Standalone

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

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

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

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

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

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

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

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

4. Dividend

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

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

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

Acquisition of India Radiators Limited erstwhile promoter’s shareholding:

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

6. Change in Nature of Business, If Any;

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

7. Material Changes and Commitments

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

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

9. Issue of shares or other convertible securities

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

10. Investor Education and Protection Fund (IEPF)

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

11. Details of Employee Stock Options

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

12. Directors

Retirement of Independent Directors

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

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

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

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

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

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

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

Directors who retire by rotation

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

3. Key Managerial Personnel

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

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

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

5. Board Meetings

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

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

6. Board Committees

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

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

17. Company’s Policy on Directors’appointment and remuneration

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

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

18. Familiarization Program

The details of the familiarization programme for Independent Directors are available at the Company''s website.

19. Board Evaluation

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

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

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

20. Remuneration of Directors and Employees

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

21. Remuneration received by Whole time Director from subsidiary companies

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

22. Directors’ Responsibility Statement

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

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

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

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;

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

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

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

23. Internal Control Systems & their adequacy

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

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

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

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

25. Consolidated Financial Statements

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

26. Disclosures relating to Subsidiaries

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

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

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

28. Deposits

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

29. Particulars of Loans, Guarantees or Investments

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

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

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

The Board has approved the policy on related party transactions.

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

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

31. Corporate Social Responsibility

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

Ventures Limited

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

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

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

Foreign Exchange Earnings and Outgo:

Foreign Exchange Inflow: Nil
Foreign Exchange Outflow: Nil

33. Risk Management.

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

34. Vigil Mechanism

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

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

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

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

36. Auditors
Statutory Auditors

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

Secretarial Auditor

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

Cost Auditor

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

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

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

Basis for Qualified Opinion:

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

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

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

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

Explanations in response to Statutory Auditor Qualifications:

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

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

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

Explanations in response to Secretarial Auditor Qualifications:

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

38. Disclosure on Compliance with Secretarial Standards

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

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

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

40. Annual Return

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

41. Certificate on Compliance of Conditions of Corporate Governance

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

42. Sexual Harassment

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

43. Management Discussion and Analysis Report

a) Industry Structure and developments

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

b) Opportunities and Threats

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

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

c) Segment-wise or produce-wise performance

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

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

d) Future Outlook and state of the company’s affairs

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

e) Risk and concerns

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

f) Internal control systems and their adequacy.

The company has an adequate internal control system.

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

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

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

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

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

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

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

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

44. Acknowledgement

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

For and on behalf of the Board of Directors

E N Rangaswami B. Narendran

Place: Chennai Whole Time Director Director

Date: 04th August, 2025 DIN: 06463753 DIN: 01159394

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Mar 31, 2024

The Board of Directors of your Company take pleasure in presenting the Annual Report of the Company together with the audited consolidated & standalone financial statements and the auditor''s Report thereon for the financial year ended 31st March 2024.

1.	FINANCIAL RESULTS (Rs. in Lakhs)
	Description	Standalone		Consolidated
		2023-24	2022-23	2023-24	2022-23
	Revenue from Operations	2,983.03	2076.84	6,038.97	4714.90
	Other Income	350.09	594.62	570.07	659.27
	Profit/(Loss) Before Interest & Depreciation	364.96	835.93	584.56	993.28
	Interest	24.72	34.78	133.86	104.48
	Depreciation	95.65	96.02	98.93	98.15
	Profit/(Loss) before Exceptional Items and Tax	244.59	705.13	351.77	790.65
	Exceptional Items	-	-	985.50	91.96
	Profit (Loss) before tax and after Exceptional items	244.59	705.13	(633.73)	882.61
	Provision for taxation Current tax	185.79	217.25	204.51	249.49
	Deferred tax	(38.15)	(23.80)	(61.86)	(41.05)
	Profit/(Loss) After Tax	96.95	511.68	(776.38)	674.17
	Share of profit from LLP/Partnership Firms/Associate	(5.68)	172.52	(5.68)	172.52
	Share of profit/(loss) from associate	-	-	-	815.60
	Net Profit/(Loss) for the period from discontinued operations	-	-	19.45	-
	Minority Interest	-	-	(35.67)	(68.08)
	Net Profit/(Loss) for the period	91.27	684.20	(798.28)	1,594.21
	Pre-Acquisition (Profit)/Loss for the period	-	-	372.04	-
	Other Comprehensive Income (Net)	3,626.69	(1610.80)	4,242.50	(2389.04)
	Total Comprehensive Income for the year	3,717.96	(926.60)	3,816.26	(794.83)

2. Highlights of the Company’s financial performance for the year ended March 31, 2023 Standalone

• Revenue from operations was Rs. 2,983.03 lakhs (previous year Rs. 2076.84 lakhs)

• Profit after tax for the year was Rs. 96.95 lakhs (previous year Rs. 511.68 lakhs)

• Total Comprehensive Income was Rs. 3,717.96 lakhs (previous Year Rs. (926.60) lakhs)

Consolidated

• Revenue from operations was Rs. 6,038.97 lakhs (previous year Rs. 4714.90 lakhs)

• Profit after tax for the year was Rs. (776.38) lakhs (previous year Rs. 674.17 lakhs)

• Total Comprehensive Income was Rs. 3,816.26 lakhs (Previous Year Rs. (794.83) lakhs)

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

The Board of Directors has decided to retain the amount of profits for financial year 2023 - 24. The Company has not transferred any amount to the ‘Reserves'' for the year ended 31st March 2024.

4. Dividend

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

5. Major events occurred during the year and till the date of the report Acquisition of India Radiators Limited promoter’s shareholding

The Company has entered into a share purchase agreement dated January 05, 2024 (“SPA”) with Mr. Chidambaram Seetha, Ms. Chidambaram Venkatachalam and M/s. Riviera Capital Consulting & Research Private Limited, the promoters of India Radiators Limited (‘sellers'') whereby the Company had agreed to acquire 3,45,702 (Three Lakh Forty Five Thousand Seven Hundred and Two) Equity Shares (“Sale Shares”), representing 38.41% of the Equity Share Capital, from the Sellers at a price of ? 4.26/- (Rupees Four and Twenty Six Paise only) per Sale Share, aggregating to ? 14,72,691/- (Rupees Fourteen Lakhs Seventy Two Thousand Six Hundred and Ninety One only), subject to and in accordance with the terms and conditions contained in the SPA which triggered Open Offer under Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

In this regard, through the open offer, 2920 shares were tendered by the public shareholders of the India Radiators Limited to the Company. Post the open offer, the Company has completed the acquisition of 38.41% share capital and voting rights in India Radiators Limited on 8th July 2024, from the promoters of the Target Company, as per terms of the SPA executed in this regard.

Details of revision of financial statement or the Report

NCLT has pronounced an Order on 28th June 2023 allowing the scheme of merger of “Cuningham Ventures Private Limited'''' (Transferor Company-1)”, "Sahoj Ventures Private Limited'''' (Transferor Company-2) and ‘''Willingdon Ventures Private Limited'''' (Transferor Company-3) with ‘''Mercantile Ventures Limited'''' (Transferee Company) and accordingly the financial statements of the Company has been restated for the Financial Year 2023-24 giving effect to the NCLT Order..

6. Change in Nature of Business, If Any;

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

7. Material Changes and Commitments

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

8. Changes in the capital structure of the company during the year

Consequent to the merger of ‘''Cuningham Ventures Private Limited'''' (Transferor Company-1), ‘''Sahoj Ventures Private Limited'''' (Transferor Company-2) and ‘''Willingdon Ventures Private Limited'''' (Transferor Company-3) with ‘''Mercantile Ventures Limited'''' (Transferee Company) the authorised capital of the Company has been increased to Rs.13,009 lakhs. There is no other change in the issued, subscribed and paidup share capital of the Company during the financial year and there is no reclassification or sub-division of the authorised share Capital and no reduction of share capital or buy back of shares during the year.

9. Investor Education and Protection Fund (IEPF)

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

10. Directors

There are no changes in the constitution of the Board of Directors of the Company during the year.

Mr.E N Rangaswami (DIN: 06463753), Whole-time Director who retires by rotation and being eligible, offers himself for reappointment.

11. Key Managerial Personnel

Ms. Padmapriya, resigned from the post of Company Secretary of the Company with effect from 15th June 2023 and Mr. Oberoi Jangit M was appointed as Company Secretary and Compliance Officer of the Company with effect from 16th June

2023 as per Section 203 of the Companies Act, 2013.

Mr. V Padmanabha Sarma, resigned from the post of Chief Financial Officer of the Company with effect from 21st June

2024 and Mr. N Umasankar was appointed as Chief Financial Officer of the Company with effect from 22th June 2024 as per Section 203 of the Companies Act, 2013.

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

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

13. Board Meetings

The Company had 6 (Six) board meetings on 26-05-2023, 14-08-2023, 10-11-2023, 05-01-2024, 09-02-2024 and 21-032024 during the financial year under review.

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

14. Board Committees

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Risk Management Committee was dissolved with effect from 14th August 2023 pursuant to regulation 21(5) of the SEBI LODR Regulations 2015.

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

15. Company’s Policy on Directors’ appointment and remuneration

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

https://www.mercantileventures.co.in/wp-content/uploads/2019/07/CRITERIA-FOR-APPOINTMENT-OF-INDEPENDENT-

DIRECTORS.pdf,

https://www.mercantileventures.co.in/wp-content/uploads/2019/07/Remuneration-Policy.pdf

16. Familiarization Program

The details of the familiarization programme for Independent Directors are available at the Company''s website.

17. Board Evaluation

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

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

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

18. Remuneration of Directors and Employees

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

19. Remuneration received by Whole time Director from subsidiary companies

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

20. Directors’ Responsibility Statement

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

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

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year ended 31st March 2024;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

21. Internal Control Systems & their adequacy

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

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

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

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

23. Consolidated Financial Statements

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

24. Disclosures relating to Subsidiaries and Joint Ventures

M/s. Walery Security Management Limited (Formerly known as Mis. National Trust Housing Finance Limited) has become a subsidiary of the Company w.e.f 28^th December, 2023 consequent to the purchase of additional 40,00,000 number of equity shares of M/s. Walery Security Management Limited.

A Report on performance and financial position of the subsidiaries and joint ventures highlighting the performance of each and their contribution to the overall performance of the company forms part of the financial statement in Form AOC-1.

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

Cuningham Ventures Private Limited, Sahoj Ventures Private Limited and Willingdon Ventures Private Limited have ceased to be the subsidiaries of the Company consequent to the approval of the Amalgamation by NCLT vide Order dated 28-62023.

26. Deposits

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

27. Particulars of Loans, Guarantees or Investments

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

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

All transactions entered by the Company with related parties were in the ordinary course of business and at arm''s length pricing basis. There were no materially significant transactions with related parties during the financial year 2023-24 which were in conflict with the interests of the Company.

The Board has approved the policy on related party transactions.

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

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

29. Corporate Social Responsibility

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

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

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

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

Foreign Exchange Earnings and Outgo:

Foreign Exchange Inflow: Nil

Foreign Exchange Outflow: US $ 23,18,694

31. Risk Management.

As per the Provision of SEBI (LODR), the constitution of Risk Management Committee is applicable only to the top 1000 listed entities. This provision is not applicable to M/s. Mercantile Ventures Limited, as it is not coming under the top 1000 listed entities. Hence, the Board has dissolved the Risk Management Committee at their Meeting held on 14th August 2023.

The Audit Committee and Board, periodically, reviews the risks, threats & concerns submitted by the Chief Financial Officer.

32. Vigil Mechanism

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

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

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

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

34. Auditors Statutory Auditors

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

Secretarial Auditor

The Company has appointed M/s. KRA & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the Secretarial Audit reports (Form MR -3) in respect of the Secretarial Audit of the Company and its Material Unlisted Company ‘i3 Security Private Limited'' for FY 2023-24 carried out by M/s. KRA & Associates, Practicing Company Secretaries, forms part to this report in Annexure - IV.

Cost Auditor

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

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

Observations/Qualification in Statutory Audit report on the consolidated Financial Statements for the financial year ended March 31, 2024 provided by M/s. Venkatesh & Co, Statutory Auditors of the Company:

Basis for Qualified Opinion:

“We draw your attention to the following qualification to the audit opinion of the financial statements of M/s Walery Security Management Limited, Subsidiary of the Holding company (M/s Mercantile Ventures Limited) issued by an independent firm of Chartered Accountants (R.G.N Price & Co) vide report dated 20-05-2024 reproduced by us as under:

During the year, the Company purchased 2 crores 10% redeemable cumulative preference shares of nominal value Rs. 10 per share aggregating to Rs. 20 crores of a company, at par, from its Holding Company and 20 lakhs 9% redeemable cumulative preference shares of nominal value of Rs. 10 per share aggregating to Rs.2 crores, at par, of the same company from another shareholder, as approved by its Board and within the limits approved by its shareholders, in respect of which dividends remain unpaid since FY 2019-20.

In the absence of valuation report in support of the fair-market value of these investments, we are unable to assess either the arm''s length nature of these transactions or the appropriateness of the carrying value of these investments in terms of the principles outlined in Ind AS 109 Financial Instruments and Ind AS 113 - Fair Value Measurement and its consequential impact on the results of the company for the year ended 31st March 2024.”

Explanations in response to Statutory Auditor Qualifications:

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

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

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

Explanations in response to Secretarial Auditor Qualifications:

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

36. Disclosure on Compliance with Secretarial Standards

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

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

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

38. Annual Return

The copy of annual return of the Company as on March 31,2024 is available on the Company''s website under the web link: http://mercantileventures.co.in.

39. Certificate on Compliance of conditions of Corporate Governance

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

40. Sexual Harassment

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

41. Management Discussion And Analysis Report

a) Industry Structure and developments

In India, the real estate sector is the second-highest employment generator, after the agriculture sector. The real estate sector in India is set to continue its growth trajectory supported by strong demand to reach US$ 1 trillion in market size by 2030, up from US$ 200 billion in 2021. By 2025, it will contribute 13% to the country''s GDP. This resilience positions the market to navigate macroeconomic challenges and emerge stringer in the financial year 2024-25.

b) Opportunities and Threats

The real estate sector shows promise with a projected 9.2% CAGR from 2023 to 2028. 2024 is expected to drive growth with urbanization, rental market expansion, and property price appreciation.

One of the threat in the Real Estate market is Liquidity crunch, often referred to as a shortage of available funds or cash flow problems, is a pressing concern in the Indian real estate market. The Indian real estate market is a vital component of the country''s economy, contributing substantially to GDP growth, employment generation, and foreign investments. However, in recent years, this sector has been grappling with a severe liquidity crunch, which threatens its stability and growth. The rental yields are relatively low compared to other investment avenues.

c) Segment-wise or produce-wise performance

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

The prospects for this line of business is considered good and the company is expected to generate decent revenue from the aforesaid activities in future also.

d) Future Outlook and state of the company’s affairs

The main business of the Company is investment in properties for leasing and Manpower supply services. The revenue stream from these operations is expected to remain stable in the current fiscal year also.

e) Risk and concerns

The Company has an appropriate and effective risk management system which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals. The Board reviews the risks, threats & concerns.

f) Internal control systems and their adequacy.

The company has an adequate internal control system.

g) Discussion on financial performance with respect to operational performance

A review for the financial performance is given under review of operations.

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

Nil

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

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

Financial ratio	Standalone		Change %	Reason for change
	2023-24	2022-23
Return on Equity	0.28	2.35	(88.17%)	Decrease in PAT due to sharp reduction in share of profit from LLP and Other Income. and increase in Networth due to significant increase in other comprehensive income.
Net capital turnover ratio	0.59	0.34	73.99%	Significant increase in Manpower Services revenue.
Net profit ratio (%)	0.03	0.33	(976.78)%	Decrease in PAT due to sharp reduction in share of profit from LLP and other income and increase in Manpower.
Return on capital employed	0.26	2.29	(775.52)%	Decrease in PAT and increase in Capital employed
Return on Investment	0.25	2.19	(767.22)%	Decrease in PAT and increase in total assets

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

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

(Rs. In Lakhs)
S. No.	Net worth FY 2023-24	Net worth FY 2022-23 (previous financial year)	Changes	Explanation
1	32,831.05	29,113.09	3,717.96	Due to Other Comprehensive Income and profit during the year.

42. Acknowledgement

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

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Mar 31, 2018

The Directors are pleased to present the Annual Report and the Audited Financial Statements of the Company for the year ended 31 March 2018.

REVIEW OF OPERATIONS

The financial results for the year ended 31 March 2018 have been prepared in accordance with Indian Accounting Standards for the first time and the previous year figures have also been restated as per Indian Accounting Standards.

During the year the company has reported a profit before tax and exceptional items of Rs.660.28 lakhs (previous year Rs. 328.93 lakhs) and total comprehensive income of Rs.715.59 lakhs (previous year Rs. (2323.78) lakhs).

FINANCIAL RESULTS (Rs.Lakhs)

Description	2017-18	2016-17
Profit/(Loss) Before Interest & Depreciation	835.48	632.08
Interest	63.27	191.31
Depreciation	111.93	111.84
Profit/(Loss) Before Tax & Exceptional items	660.28	328.93
exceptional items	(98.26)	(3081.43)
Profit/(Loss) Before Tax	562.02	(2752.50)
provision for taxation
Current tax	189.16	126.03
Deferred tax	295.53	(15.73)
Profit/(Loss) After Tax	77.33	(2862.80)
other Comprehensive Income	638.26	539.02
total Comprehensive Income for the year	715.59	(2323.78)

DIVIDEND

The Board of Directors has not recommended any dividend for the year as the profits are conserved to fund the future plans of the Company.

FIXED DEPOSIT

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

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

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

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company for the current financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered by the Company with related parties were in the ordinary course of business and at arm’s length pricing basis. There were no materially significant transactions with related parties during the financial year 2017-18 which were in conflict with the interests of the Company.

The Board has approved the policy on related party transactions. the policy has been uploaded on the Company’s website, under the web link: http://mercantileventures.co.in/files/Related%20Party.pdf

QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks in the reports of M/s DPV & Associates, Statutory Auditors and Mr. R. Kannan, Secretarial Auditor.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

http://mercantileventures.co.in/files/CRITERIA%20FOR%20APPOINTMENT%20OF%20INDEPENDENT%20DIRECTORS.pdf

http://mercantileventures.co.in/files/Remuneration%20Policy.pdf

The Remuneration policy also forms part of the Corporate Governance Report

MEETINGS

The Company had six board meetings during the financial year under review. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Details of the same are given in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) I n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year ended 31 March 2018;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. Internal financial control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and

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

SUBSIDIARIES

The Company monitors the performance of subsidiary companies inter-alia, by the following means:

a) The Company has two material unlisted Indian subsidiaries, and hence, compliance requirements as SEBI (LoDR) Regulations, 2015 has been ensured.

b) The Audit Committee reviews the financial statements, in particular, the investments made by the unlisted subsidiary companies.

c) our Company formulated a policy on material subsidiary as required, uploaded in the website of the Company in the link http://www.mercantileventures.co.in/files/Material%20Subsidaries-%20Policy.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were prepared in accordance with section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies [Accounts] Rules, 2014.Also a separate statement containing the salient feature of the financial statements of the subsidiaries and associate is attached to the financial statements.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES AND ASSOCIATES

The financial highlights of the subsidiaries and associate company as on 31 March 2018 are given below:

(Rs.lakhs)

Particulars	Oasis Ventures Pvt Ltd	i3 Security Services Pvt Ltd	Rayce Electronic Intelligence India Pvt Ltd	National Trust Housing Finance Ltd
	Subsidiaries			Associates
% of shareholding held by	100.00% Mercantile Ventures Ltd	100.00% Oasis Ventures Pvt Ltd	100.00% Oasis Ventures Pvt Ltd	40.00% Mercantile Ventures Ltd
Total Income	877.49	1477.53	129.56	4230.50
Profit before tax	55.44	36.80	(16.92)	623.58
provision for Taxation	17.48	8.80	(0.16)	185.32
Deferred tax	(166)	(0.37)	(0.11)	31.41
Profit after tax	39.62	28.37	(16.65)	406.85

The financial highlights of National Trust Housing Finance Ltd (NATRUST), associate are based on the unaudited financial statements submitted by the company.

DIRECTORS

The Company’s Board comprises of the following directors:

Mr. AL Chandramouli

Mr. B Narendran

Ms. Sashikala Srikanth

Mr. E N Rangaswami

KEY MANAGERIAL PERSONNEL

The Key Managerial personnel of the Company are:

Mr. E N Rangaswami- Whole-time Director

Mr. V Padmanabha Sarma- Chief Financial Officer

Mr. N prasanna Varadan- Company Secretary

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for the continuance / appointment as independent directors under the provisions of the Companies Act, 2013 and the relevant rules.

BOARD EVALUATION

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

They also assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that are necessary for the Board to effectively and reasonably perform its duties.

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

AUDITORS

M/s. DpV & Associates, Chartered Accountants appointed as the auditors of the company at the 16th Annual General Meeting to hold office till the conclusion of the 21st AGM to be held in the year 2022 as per Section 139 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

the Company has appointed Mr. R Kannan, Company Secretary in practice to undertake the Secretarial Audit of the Company. the Report of the Secretarial Auditor is annexed to this report.

EXPLANATION TO SECRETARIAL AUDIT REPORT

the Company shall initiate the process for transfer of unclaimed shares to unclaimed Suspense Account as per the requirements of Regulation 39(4) read with Schedule VI of SEBI LoDR, 2015 during the FY 2018-19.

CORPORATE GOVERNANCE

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

AUDIT COMMITTEE AND WHISTLE BLOWER POLICY

the Audit Committee consists of three independent directors.

Mr. AL Chandramouli Mr. B Narendran Ms. Sashikala Srikanth

As required under Section 177 of the Companies Act 2013, the Company has established Whistle Blower policy and the same has been uploaded in the following web link

http://mercantileventures.co.in/files/Whistle%20blower%20policy.pdf

SHARES

the Company has not bought back any of its shares during the year under review. the Company also has not issued any sweat equity shares, bonus shares or stock option scheme during the year under review.

ANNUAL RETURN

the extracts of annual return in Form MGT 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this report.

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy and Technical Absorption:

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

Foreign Exchange Earnings and Outgo:

(a) Foreign Exchange Inflow: Nil

(b) Foreign Exchange Outflow: Nil PARTICULARS OF EMPLOYEES

the Company has no employee whose salary exceeds the limits as prescribed under Rule(5)(2) of Companies (Appointment and Remuneration of Key Managerial personnel) Rules, 2014

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY

Company is adopting remuneration guidelines for fixing the remuneration as per the Remuneration policy.

ACKNOWLEDGEMENT

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

By order of the Board

For Mercantile Ventures Limited

E N Rangaswami

Place: Chennai (DIN: 06463753)

Date: 18 May 2018 Whole-time Director

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Mar 31, 2017

BOARD’S REPORT

The Directors are pleased to present the Annual Report and the Audited Financial Statements of the Company for the year ended 31 March 2017.

REVIEW OF OPERATIONS

During the year the company has reported a profit before tax and exceptional items of Rs.428.71 lakhs (previous year Rs.564.58 lakhs) and a loss of Rs.2297.75 lakhs (previous year profit of Rs.404.25 lakhs) after tax and exceptional items.

FINANCIAL RESULTS (Rs.Lakhs

Description	2016-17	2015-16
Profit/(Loss) Before Interest & Depreciation	632.08	829.31
Interest	172.05	224.40
Depreciation	31.32	40.33
Profit/(Loss) Before Tax & Exceptional items	428.71	564.58
Exceptional items	(2591.14)	-
Profit/(Loss) Before Tax	(2162.43)	564.58
Provision for Taxation
Current Tax	122.90	103.79
Tax relating to previous year	3.13	13.47
Deferred tax	9.29	43.27
Profit/(Loss) After Tax	(2297.75)	404.05

DIVIDEND

The Board of Directors has not recommended any dividend in view of the loss incurred during the year.

FIXED DEPOSIT

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

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

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

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company for the current financial year. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered by the Company with related parties were in the ordinary course of business and at arm''s length pricing basis. There were no materially significant transactions with related parties during the financial year 2016-17 which were in conflict with the interests of the Company.

The Board has approved the policy on related party transactions. The policy has been uploaded on the Company''s website, under the web link:

http://mercantileventures.co.in/files/Related%20Party.pdf

QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks in the reports of M/s DPV & Associates, Statutory Auditors and Mr. R. Kannan, Practicing Company Secretary.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

http://mercantileventures.co.in/files/CRITERIA%20FOR%20APPOINTMENT%20OF%20INDEPENDENT%20DIRECTORS.pdf

http://mercantileventures.co.in/files/Remuneration%20Policy.pdf

The Remuneration Policy also forms part of the Corporate Governance Report

MEETINGS

The Company had five board meetings during the financial year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Details of the same are given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Scenario

The real estate market continue to witness a downward trend during the year also and is likely to continue in the coming years.

Future Outlook

The main business of the Company is investment in properties for leasing. The revenue stream from the operations is expected to remain flat in the immediate future.

Opportunities and Threats

Market instability due to introduction of Real Estate regulation may create a slight flutter in real estate industry. The expected better economic outlook can improve the industry growth and can create a positive effect in attracting further investments.

Risks & Concerns

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Risk Management Committee has to be set up by top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. As per this regulation company need not constitute a risk management committee. The company however has constituted a risk management committee to constantly review the technical and commercial risks the company has to face so that the interests of the shareholders are protected. The Risk Management Committee has been formed comprising Ms. Sashikala Srikanth, as Chairperson of the committee and the other members are Mr. E N Rangaswami, Whole-time Director and Mr. Padmanabha Sarma, Chief Financial officer. Risk Management Committee ensures that the Company has an appropriate and effective risk management system which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.

The Committee met periodically to study the risks, threats & concerns and submitted reports to the Board of Directors.

Internal Control Systems & their adequacy

Company''s Internal Control System has been designed to provide for:

- Accurate recording of transactions with internal checks and prompt reporting.

- Adherence to applicable accounting standards and policies.

- Compliance with applicable statutes, management policies and procedures.

- Effective use of resources and safeguarding of assets.

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

Statement:-

(a) in the pre parathion of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year ended 31 March 2017;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. Internal financial control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and

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

SUBSIDIARIES

The Company monitors the performance of subsidiary companies inter-alia, by the following means:

a) The Company does not have any material unlisted Indian subsidiary, and hence, is not required to nominate an Independent Director of the Company on the Board of any subsidiary.

b) The Audit Committee reviews the financial statements, in particular, the investments made by the unlisted subsidiary companies.

c) Your Company formulated a Policy on material subsidiary as required, uploaded in the website of the Company in the link http://www.mercantileventures.co.in/files/Material%20Subsidaries-%20Policy.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were prepared in accordance with accounting standard AS 21 in respect of its wholly

owned subsidiary Oasis Ventures Private Limited and its subsidiaries i3 Security Services Private Limited and Rayce Electronic

Intelligence India Pvt Ltd. Particulars of associate company as required in AS 23 were considered in respect of National Trust

Housing Finance Ltd (NATRUST)

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES AND ASSOCIATES

The financial highlights of the subsidiaries and associate company as on 31 March 2017 are given below:

(Rs.lakhs

Particulars	Oasis Ventures Pvt Ltd	i3 Security Services Pvt Ltd	Rayce Electronic Intelligence India Pvt Ltd	National Trust Housing Finance Ltd
	Subsidiaries			Associates
% of shareholding held by	100.00% Mercantile Ventures Ltd	100.00% Oasis Ventures Pvt Ltd	100.00% Oasis Ventures Pvt Ltd	40.00% Mercantile Ventures Ltd
Total Income	684.21	1461.03	138.75	4937.06
Profit before tax	36.78	70.85	1.17	702.07
Provision for Taxation	20.55	21.98	0.38	228.28
Deferred tax	(9.11)	(0.09)	(0.02)	27.40
Profit after tax	25.34	48.96	0.81	446.39

The financial highlights of National Trust Housing Finance Ltd (NATRUST) are based on the unaudited financial statements submitted by the company. The equity shares purchased during the year are yet to be transferred in the name of the company and hence the acquisition has not been considered while determining the holding percentage.

M/s. Navia Markets Limited ceased to be an associate of the company during the year.

During the year M/s. Alyx Enterprises Private Limited became an associate with effect 09 January 2017 and subsequently it ceased to be an associate on 30 March 2017.

The following companies become subsidiaries during the year and subsequently ceased to be subsidiaries consequent to the sale of the entire stake in these companies.

S.No.	Name of the Company	Date of becoming a Subsidiary	Date of Cessation as a Subsidiary
1	M/s. Harrington Ventures Limited	23 January 2017	30 March 2017
2	M/s. Panteon Ventures Limited	23 January 2017	30 March 2017
3	M/s. Armenian Ventures Limited	27 January 2017	30 March 2017
4	M/s. Eka Enterprises Limited	27 January 2017	30 March 2017
5	M/s. Unmaj Enterprises Limited	27 January 2017	30 March 2017
6	M/s. Ajara Ventures Limited	20 February 2017	30 March 2017
7	M/s. Dick Enterprises Private Limited	22 February 2017	30 March 2017

DIRECTORS

The Company’s Board comprises of the following directors:

Mr. AL Chandramouli Mr. B Narendran Ms. Sashikala Srikanth Mr. E N Rangaswami

In the Meeting of the Board held on 03 February 2017, Mr. B Narendran was appointed as an Additional Director of the company.

Mr. M Rajamani resigned as a Director with effect from 08 February 2017. The Board of Directors places on record its appreciation of the good services rendered by Mr. M Rajamani as a Director of the company.

KEY MANAGERIAL PERSONNEL

The Key Managerial personnel of the Company are:

Mr. E N Rangaswami- Whole-time Director Mr. V Padmanabha Sarma- Chief Financial Officer Ms. N Prasanna Varadan- Company Secretary DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for the continuance / appointment as independent directors under the provisions of the Companies Act, 2013 and the relevant rules.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Boards'' performance and performance of the Non-independent Director were considered/evaluated by the independent directors at their meeting without the participation of the non-independent director and key managerial personnel.

They also assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that are necessary for the Board to effectively and reasonably perform its duties.

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

AUDITORS

M/s. DPV & Associates, Chartered Accountants appointed as the auditors of the company at the 13th Annual General Meeting to hold office till the conclusion of the 16th AGM to be held in the year 2017 as per Section 139 of the Companies Act, 2013. M/s. DPV

& Associates, Chartered Accountants have expressed their willingness to be re-appointed as statutory auditors of the Company, for a second term of five years to hold office from the conclusion of the 16th Annual General Meeting (AGM) until the conclusion of the 21st AGM, subject to ratification by members every year.

SECRETARIAL AUDIT REPORT

The Company has appointed Mr. R Kannan, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Report of the secretarial auditor is annexed to this report.

CORPORATE GOVERNANCE

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

AUDIT COMMITTEE AND WHISTLE BLOWER POLICY

The Audit Committee consists of three independent directors.

Mr. AL Chandramouli Mr. B Narendran Ms. Sashikala Srikanth

As required under Section 177 of the Companies Act 2013, the Company has established Whistle Blower Policy and the same has been uploaded in the following web link

http://mercantileventures.co.in/files/Whistle%20blower%20policy.pdf

SHARES

The Company has not bought back any of its shares during the year under review. The Company also has not issued any sweat equity shares, bonus shares or stock option scheme during the year under review.

ANNUAL RETURN

The extracts of annual return in Form MGT 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this report.

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy and Technical Absorption:

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

Foreign Exchange Earnings and Outgo:

(a) Foreign Exchange Inflow: Nil

(b) Foreign Exchange Outflow: Nil

PARTICULARS OF EMPLOYEES

The Company has no employee whose salary exceeds the limits as prescribed under Rule(5)(2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year - 2016-17	Mr. E N Rangaswami Whole-time Director		6.84
The percentage increase in remuneration of each	Mr. E N Rangaswami, Whole-Time Director		-
director, Chief Financial Officer, Company Secretary	Mr. V Padmanabha Sarma, Chief Financial Officer		7.80%
in the financial year - 2016-17.	Mr. N Prasanna Varadan, Company Secretary		10.00%
The percentage increase in the median remuneration of employees in the financial Year - 2016-17	3.87%
The number of permanent employees on the rolls of Company - as on 31.03.2017	2
The explanation on the relationship between average	Profit/(Loss) after tax (Rs. in Lakhs)		(2297.75)
increase in remuneration and Company performance.	Average increase in remuneration		2.70%
Comparison of the remuneration of the Key managerial	Profit/(Loss) after tax (Rs. in Lakhs)		(2297.75)
personnel against the performance of the Company	Remuneration of key managerial personnel (Rs. in Lakhs)		51.12
Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and percentage increase/ decrease in the market quotations of the shares of the company	Month	Share Price (Rs.)	Market Capitalization (Rs. in lakhs)
	Mar. ''17	11.80	13206.35
Price Earnings Ratio	(5.41)
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof	Average percentage increase already made in the salaries of employees other than the key managerial personnel in the FY 2016-17 Average percentage increase already made in the salaries of the key managerial personnel in the FY 2016-17		11.73% 2.36%

INFORMATION PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: DETAILS OF EMPLOYEES IN TERMS OF REMUNERATION RECEIVED DURING THE YEAR

Name	Designation	Remuneration (Rs. in Lakhs)	Qualification	Experience	Date of Joining	Last Employment
E N Rangaswami	Whole-time Director	36.00	B.Sc., ACA	38 Years	05/12/2012	Manali Petrochemicals Ltd, General Manager (Finance)
V Padmanabha Sarma	Chief Financial Officer	10.50	B.Com., ACA	41 Years	01/12/2012	MCC Finance Ltd, Senior Vice President
N Prasanna Varadan	Company Secretary	4.62	B.Com., MBA, ACS	5 Years	13/07/2015	S V Global Ltd, Secretarial Executive
V M Aruncahalam	Assistant Manager (Accounts)	5.90	B.Com.,	29 Years	12/06/2013	SPIC-SMO, Accounts manager
L S Venkataraman	Executive (Co-ordination)	4.20	BA.,	40 Years	09/11/2012	Manali Petrochemicals Ltd, Executive

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY

Company is adopting remuneration guidelines for fixing the remuneration as per the Remuneration policy. ACKNOWLEDGEMENT

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

By order of the Board

FOR MERCANTILE VENTURES LIMITED

E N RANGASWAMI

Place: Chennai (DIN: 06463753)

Date: 18 May 2017 Whole-time Director

---

Mar 31, 2016

The Directors are pleased to present the Annual Report and the Audited Financial Statements of the Company for the year ended 31 March 2016.

REVIEW OF OPERATIONS

During the year the company has reported a profit after tax of Rs. 404.05 lakhs as against Rs. 2121.35 lakhs in the previous year

FINANCIAL RESULTS (Rs.Lakhs)

Description	2015-16	2014-15
Profit Before Interest & Depreciation	829.31	638.21
Interest	224.40	11.72
Depreciation	40.33	32.55
Profit Before Tax & Exceptional items	564.58	593.94
Exceptional items	-	2045.21
Profit Before Tax	564.58	2639.15
Provision for Taxation
Current Tax	103.79	695.22
Tax relating to previous year	13.47	-
Provision for tax reversed	-	(165.53)
Deferred tax	43.27	(11.89)
Profit After Tax	404.05	2121.35

DIVIDEND

The Board of Directors has not recommended any dividend for the year as the profits are conserved to fund the future plans of the Company.

FIXED DEPOSIT

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

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

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

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company for the current financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered by the Company with related parties were in the ordinary course of business and at arm''s length pricing basis. There were no materially significant transactions with related parties during the financial year 2015-16 which were in conflict with the interests of the Company.

The Board has approved the policy on related party transactions. The policy has been uploaded on the Company''s website, under the web link:

http://mercantileventures.co.in/files/Related%20Party.pdf

QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualification, reservations or adverse remarks in the reports of M/s DPV & Associates, Statutory Auditors and Mr. R. Kannan, Practicing Company Secretary.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

http://mercantileventures.co.in/files/CRITERIA%20FOR%20APPOINTMENT%20OF%20INDEPENDENT%20DIRECTORS.pdf

http://mercantileventures.co.in/files/Remuneration%20Policy.pdf

The Remuneration Policy also forms part of the Corporate Governance Report.

MEETINGS

The Company had six board meetings during the financial year under review. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Details of the same are given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Scenario

The real estate market continues to be sluggish and this trend is likely to be witnessed in the next few years.

Future Outlook

The main business of the Company is investment in properties for leasing. The revenue stream from the operations is expected to remain flat in the immediate future.

Opportunities and Threats

After a lull of five quarters, the overall market sentiment has experienced a sharp uptick on the back of the union budget focus on real estate and infrastructure. Apart from the Real Estate Regulation Bill becoming an Act, progressively reducing interest rates and the ample liquidity in the system are expected to help the real estate sector.

However, the challenges of demand supply mismatch, high unsold inventories across the country remain. But the signs are, nevertheless, encouraging with the improving demand and reduced supply of new projects. The stretched deadlines for completion of projects have nudged buyers away from the market and dampened the mood of buyers. The trend of tepid consumer demand is likely to persist in the current financial year.

Risks & Concerns

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Risk Management Committee has to be set up by top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. As per this regulation company need not constitute a risk management committee. However, company has constituted a risk management committee to constantly review the technical and commercial risks the company has to face so that the interests of the shareholders are protected. The Risk Management Committee has been formed comprising Ms. Sashikala Srikanth, Director as Chairperson of the committee and the other members are Mr. E N Rangaswami, Whole-time Director and Mr. Padmanabha Sarma, Chief Financial officer.

Risk Management Committee ensures that the Company has an appropriate and effective risk management system which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.

Internal Control Systems & their adequacy

Company''s Internal Control System has been designed to provide for:

- Accurate recording of transactions with internal checks and prompt reporting.

- Adherence to applicable accounting standards and policies.

- Compliance with applicable statutes, management policies and procedures.

- Effective use of resources and safeguarding of assets.

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year ended 31 March 2016;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. Internal financial control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and

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

SUBSIDIARIES

The Company monitors the performance of subsidiary companies inter-alia, by the following means:

a) The Company does not have any material unlisted Indian subsidiary, and hence, is not required to nominate an Independent Director of the Company on the Board of any subsidiary.

b) The Audit Committee reviews the financial statements, in particular, the investments made by the unlisted subsidiary companies.

c) Your Company formulated a Policy on material subsidiary as required, uploaded in the website of the Company in the link http://www.mercantileventures.co.in/files/Material%20Subsidaries-%20Policy.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were prepared in accordance with accounting standard AS 21 in respect of wholly owned subsidiary Oasis Ventures Private Limited and its subsidiaries i3 Security Services Private Limited and Rayce Electronic Intelligence India Pvt Ltd. Particulars of associates as required in AS 23 were considered in respect of Navia Markets Limited and National Trust Housing Finance Ltd (NATRUST).

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES AND ASSOCIATES

The financial highlights of the subsidiary and associate companies as on 31 March 2016 are given below:

(Rs. lakhs)

Particulars	Oasis Ventures Pvt Ltd	i3 Security Pvt Ltd	Rayce Electronic Intelligence India Pvt Ltd	Navia Markets Ltd	National Trust Housing Finance Ltd
	Subsidiaries			Associates
% of shareholding	100.00%	85.77%	100.00%	47.30%	40.00%
held by	Mercantile	Oasis Ventures	Oasis Ventures	Mercantile	Mercantile
	Ventures Ltd	Pvt Ltd	Pvt Ltd	Ventures Ltd	Ventures Ltd
Total Income	103.22	1,357.01	11.56	1007.35	5236.09
Profit before tax	22.59	57.24	(24.74)	30.43	1037.36
Provision for Taxation	7.07	17.69	-	15.15	387.07
Deferred tax	-	-	-	(4.76)	71.71
Profit after tax	15.52	39.55	(24.74)	20.04	578.58

The financial highlights of National Trust Housing Finance Ltd (NATRUST) are based on the unaudited financial statements submitted by the company.

DIRECTORS

The Company’s Board comprises of the following directors at present:

Mr. AL Chandramouli

Mr. M Rajamani

Ms. Sashikala Srikanth

Mr. E N Rangaswami

KEY MANAGERIAL PERSONNEL

The Key Managerial personnel of the Company are:

Mr. E N Rangaswami - Whole-time Director

Mr. V Padmanabha Sarma - Chief Financial Officer

Mr. N Prasanna Varadan - Company Secretary

In the Meeting of the Board held on 30 July 2015 Mr. N Prasanna Varadan, was appointed as Company Secretary of the company with effect from 01 October 2015 in the place of Ms. S Aarthi who resigned as Company Secretary with effect from 30 September 2015.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for the continuance / appointment as independent directors under the provisions of the Companies Act, 2013 and the relevant rules.

BOARD EVALUATION

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

They also assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that are necessary for the Board to effectively and reasonably perform its duties.

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

AUDITORS

M/s. DPV & Associates, Chartered Accountants appointed as the auditors of the company at the 13th Annual General Meeting held on 22nd September 2014 to hold office till the conclusion of the 16th AGM to be held in the year 2017 as per Section 139 of the Companies Act, 2013. Their re-appointment will have to be ratified by the Members at every AGM. In compliance with the requirements of the Companies Act, 2013, it is proposed to seek the ratification of the members for the appointment of the auditors.

SECRETARIAL AUDIT REPORT

The Company has appointed Mr. R Kannan, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Report of the secretarial auditor is annexed to this report

CORPORATE GOVERNANCE

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

AUDIT COMMITTEE AND WHISTLE BLOWER POLICY

The Audit Committee consists of three independent directors.

Mr. AL Chandramouli

Mr. M Rajamani

Ms. Sashikala Srikanth

As required under Section 177 of the Companies Act 2013, the Company has established Whistle Blower Policy and the same has been uploaded in the following web link

http://mercantileventures.co.in/files/Whistle%20blower%20policy.pdf

SHARES

The Company has not bought back any of its shares during the year under review. The Company also has not issued any sweat equity shares, bonus shares or stock option scheme during the year under review.

ANNUAL RETURN

The extracts of annual return in Form MGT 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this report.

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy and Technical Absorption:

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

Foreign Exchange Earnings and Outgo:

(a) Foreign Exchange Inflow: Nil

(b) Foreign Exchange Outflow: Nil

PARTICULARS OF EMPLOYEES

The Company has no employees whose salary exceeds the limits as prescribed under Rule(5)(2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2015-16.	Mr. E N Rangaswami, Whole-time Director		5.86
The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary in the financial year 2015-16.	Mr. E N Rangaswami, Whole-time Director		44.00%
	Mr. V Padmanabha Sarma, Chief Financial Officer		24.39%
	Mr. N Prasanna Varadan, Company Secretary (appointed effective from 01 October 2015)		NA
The percentage increase in the median remuneration of employees in the financial Year 2015-16.	34.15%
The number of permanent employees on the rolls of Company - as on 31.03.2016	2
The explanation on the relationship between average increase in remuneration and Company performance.	Profit after tax		404.05 lakhs
	Average increase in remuneration		36.54%
Comparison of the remuneration of the Key managerial personnel against the performance of the Company	Profit after tax		404.05 lakhs
	Remuneration of key managerial personnel		51.14 lakhs
Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and percentage increase/ decrease in the market quotations of the shares of the company	Description	2015-16	2014-15
	Market Capitalisatio (Rs. in Lakhs)	9636.16	27576.64
	Price Earnings Ratio	31.28	12.97
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof	Average percentage increase already made in the salaries of employees other than the key managerial personnel in the FY 2015-16 Average percentage increase already made in the salaries of the key managerial personnel in the FY 2015-16		18.17% 38.65%

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY

Company is adopting remuneration guidelines for fixing the remuneration as per the Remuneration policy.

ACKNOWLEDGEMENT

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

By order of the Board

FOR MERCANTILE VENTURES LIMITED

E N RANGASWAMI

Place : Chennai (DIN: 06463753)

Date : 04 August 2016 Whole-time Director

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Annual Report and the Audited Accounts of the Company for the year ended 31 March 2014.

Review of operations

During the year the company has reported a profit after tax of Rs. 259.12 lakhs as against a loss of Rs. 281.74 lakhs in the previous year Financial Results

(Rs.in lakhs) Description 2013-14 2012-13

Profit Before Interest & Depreciation 889.72 (419.84)

Depreciation 8.84 5.48

Profit Before Tax & Exceptional items 880.88 (425.32)

Exceptional items (508.03) 303.95

Profit Before Tax 372.85 (121.37)

Provision for Taxation: Current Tax 228.40 -

Deferred tax (114.67) 160.37

Profit After Tax 259.12 (281.74)

Joint Development Agreement

During the year the Company entered into a joint development agreement for development of freehold land belonging to the Company at Chennai. Pursuant to the agreement, the Company has transferred 75% of the Undivided Share to the developer and recognized the appropriate income thereon.

Formation of subsidiary

During the year the Company formed Oasis Ventures Private Limited, a wholly owned subsidiary on 4 November 2013 to do the business of facility management and other services. i3 Security Private Limited engaged in the business of security services became the subsidiary of Oasis Ventures Private Limited on 12 December 2013

Future Outlook

The main business of the Company would be that of investing in properties for leasing. Due to current slowdown of market conditions in the real estate sector, revenue from these operations is expected to improve over a period of time.

Dividend

The Company has not declared any dividend for the year.

Consolidated financial statements

Consolidated financial statements of Mercantile Ventures Limited, Oasis Ventures Private Limited and i3 Security Private Limited prepared in accordance with Accounting Standard AS 21, issued by the Institute of Chartered Accountants of India, and as required by the Listing Agreement are attached and forms part of the Annual Report and Accounts.

Directors

The Company''s Board comprises of the following directors at present:

Mr. AL Chandramouli Mr. K Gopalakrishanan Mr. M Rajamani Mr. E N Rangaswami

Mr. K Gopalakrishanan was appointed as an Additional Director with effect from 7 November 2013 and is proposed to be re-appointed in the ensuing Annual General Meeting.

Mr. S Kumar who was appointed as a Director in the Board on 15 November 2012 resigned from the Board with effect from 7 November 2013. The company places on record the invaluable contributions made by the outgoing Director.

Mr. M. Rajamani, Director of the company retires by rotation at the ensuing Annual General Meeting of the company and being eligible offers himself for re-election.

M/s. DPV & Associates, Chartered Accountants appointed as the Auditors of the Company at the 12th Annual General Meeting held on 30th September 2013 hold office till the conclusion of 13th Annual General Meeting and are eligible for re-appointment. As per Section 139 of the new Act, they can hold office from the conclusion of the 13th AGM till the conclusion of the 16th AGM. Their re-appointment will have to

be ratified by the Members at every AGM. In compliance with the requirements of the new Act, it is proposed to appoint the retiring Auditors to hold office till the conclusion of the 16th AGM to be held in the year 2017, subject to ratification at the next AGM.

Fixed Deposits

The Company has not invited or accepted any deposits during the year.

Corporate Governance

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report. The requisite certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

Directors responsibility statement

Pursuant to Sub-Section 2AA of section 217 of the Companies Act 1956, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed.

2. Appropriate Accounting Policies have been selected and applied consistently by the company and that the judgments and the estimates made thereat are prudent and reasonable so as to give a true and fair view of the state of affairs of the company as at 31 March 2014 and of the profit of the company for the year ended 31 March 2014

3. Proper and sufficient care has been taken in maintaining adequate accounting records of the company 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 and

4. The Annual Accounts of the company as aforesaid have been prepared on a going concern basis.

CEO /CFO Certification

The Whole time Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49 (V) of the Listing Agreement.

Particulars of Employees:

Details prescribed under Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable as no employee of the company was in receipt of remuneration exceeding the limits prescribed therein.

Financial Statements of Subsidiary companies:-

The statement pursuant to sub-section 3 of Section 212 of the Companies Act 1956 is given as annexure. Pursuant to the exemption granted by the department of Company Affairs, Government of India, the parent company is publishing the consolidated and standalone financial statements of Mercantile Ventures and its subsidiaries viz. Oasis Ventures Private Limited and i3 Security Private Limited. The financial statements and auditors'' report of the individual subsidiaries are available for inspection by the shareholders at the registered office. The information in aggregate on capital, reserves, total assets, total liabilities, details of investments, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend for each subsidiary are given as annexure .

Internal control systems

The company has adequate internal control procedures commensurate with the size and nature of its operations. The internal control systems were further strengthened by internal audit conducted by an internal auditor, appointed by the Company. The Audit Committee of the board addresses issues raised by the internal auditor and the statutory auditors.

Reply to Auditor''s observation

The notes to the financial statements have adequately addressed the Auditor''s observation. The Company has initiated the process of review of the quantum of likely realizations and appropriate decisions will be taken in the current year

Acknowledgement

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

For and on behalf of the Board

Place : Chennai M. Rajamani E.N. Rangaswami Date : 13 August 2014 Director Whole-time Director

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the Annual Report and the Audited Accounts of the Company for the period ended 31st March 2013.

Revival of the Company

The shareholders are aware that the company was carrying on the business of leasing, Merchant Banking and Non Banking Financial Companies (NBFCs) activities such as accepting deposits from public, hire purchase against vehicles, machinery financial lease of assets, lease of properties, etc. In January 1998, in view of the revised guidelines from RBI requiring mandatory credit rating of NBFCs and new conditions imposed for accepting new deposits, many NBFCs could not attain the required credit rating. The borrowers of NBFCs taking advantage of the situation either failed or delayed repayments resulting in NBFCs defaulting repayment of the deposits. These events led to the event of filing of petition against the company and the company was ordered to be wound up by Order dated 3rd August 2001 of the Hon''ble High Court of Madras.

Even after the winding up order was passed, the promoters of the company had taken efforts to settle the deposit holders, bond holders, hundi holders and other secured creditors/unsecured creditors.

Mr AL Vadivelu, ex-Chairman of the company, submitted a Scheme of Arrangement between the company and the creditors u/s 391 - 394 of the Companies Act, 1956 to the Hon''ble High Court of Madras with a view to revive the company. The Hon''ble High Court of Madras passed an Order dated 18th October 2012 approving the Scheme of Arrangement and permitting reconstitution of the Board of the company to take charge of administration, management of affairs and assets of the company. The Board was constituted on 15th November 2012 as per the Scheme and the company started functioning from 15th November 2012.

As per the Scheme of Arrangement as approved by the Hon''ble High Court of Madras, the company would confine its activities to do only fund based activities without seeking any deposits from public. The main business of the company would be lease of properties and merchant banking services.

Issue of further shares:

As per the Scheme, Mr. AL Vadivelu or his nominees and the creditors of the Company or their nominees should be given the option to convert their outstanding to 3 year zero interest bonds for 40% of the amount outstanding or equity shares of Rs.10/- per share at a premium of Rs.15/- per share for the amount outstanding. Accordingly on 27th March 2013 at the Board Meeting, 8.16.68.000 Equity Shares of Rs.10/- at a premium of Rs.15/- per share aggregating to Rs.25/- per share were allotted and 22.48.000 Bonds of Rs.10/- each were issued. The company has obtained the approval from Madras Stock Exchange for listing the shares allotted on 27th March 2013.

The authorized share capital was increased by Rs.80 Crores for allotment of shares to the promoters and the creditors.

Postal Ballot

The company had approached members through postal ballot process during the year for following matters;

1. For change of name from MCC Finance Limited to Mercantile Ventures Limited

2. To change the main objects of the company

3. For recommencement of business

4. For increase in Authorised Capital

5. For alteration of Memorandum of Association pursuant to increase in Authorised Capital.

6. For alteration of Articles of Association pursuant to Increase in Authorised Capital.

7. For alteration of Articles of Association pursuant to dematerialization of shares.

8. For allotment of shares.

9. To give Powers to Board u/s 293(1 )(a) of the Companies Act, 1956.

10. To appoint whole time director u/s 198.269&309 of the Companies Act, 1956.

11. To maintain statutory Registers u/s 163 of the Companies Act 1956.

12. For the Appointment of Auditors.

The above Postal Ballot was conducted in accordance with the provisions of Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolutions by Postal Ballot) Rules, 2011. All the resolutions were declared as passed with requisite majority on 15th March 2013.

PERFORMANCE OF THE COMPANY FINANCIAL RESULTS

Financial performance of the Company for the period ended 31st March 2013 is summarized below: Financial Results (Rs. in lakhs)

Description 2012-13

Profit Before Interest & Depreciation (115.89)

Depreciation 5.48

Profit Before Tax (121.37)

Provision for Taxation (Deferred Tax) 160.37

Profit After Tax (281.74)

REVIEW OF OPERATIONS

The company has taken possession of its properties from the Official Liquidator. The company is in the process of making payments towards arrears of maintenance charges, municipal taxes, electricity charges, etc.

The company has also complied with all the statutory and other formalities which were essential for commencing the operations. These activities were completed only by end March 2013.

Future Outlook

The company has plans to construct residential units and industrial warehouses which will be leased out. The revenue from these operations is expected by the end of the next financial year.

DIVIDEND

The Company has not declared any dividend for the year.

DIRECTORS

The Board of Directors was reconstituted as per the Scheme of Arrangement and the following Directors were appointed in the Board Meeting held on 15th November 2012 and they hold office till the ensuing Annual General Meeting:-

1) MrMRajamani

2) Mr S Kumar

3) Mr AL Chandramouli

Requisite notice under Section 257 of the Companies Act, 1956 has been received from members proposing Mr.M.Rajamani, Mr.S.Kumar and Mr.AL.Chandramouli''s appointment as directors.

Mr. E N Rangaswami was co-opted to the Board on 5th December 2012 and was designated as Whole-time Director of the company for a period of 3 years. Subsequently, his appointment was approved by the Shareholders through Postal Ballot

Mr. E N Rangaswami, Whole-time Director of the company retires by rotation at the ensuing Annual General Meeting of the company and being eligible offer himself for re-election.

AUDITORS

DPV Associates, Chartered Accountants, statutory auditors of your Company who was appointed through postal ballot retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report. The requisite certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

1) Pursuant to Section 217(2AA) of the Companies Act 1956, the Board of Directors report that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates which 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 2013 and of the profit & loss account of the Company for the period ended on that date.

c) they 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 preventing and detecting fraud and other irregularities.

d) they have prepared the annual accounts on a going concern basis.

Particulars of Employees:

Details prescribed under Section 217(2A) of the Companies Act read with Companies (Particulars of Employees) Rules, 1975 is not applicable as no employee of the company was in receipt of remuneration exceeding the limits prescribed therein.

Reply to Auditor''s observations:

The notes to the Financial statements have adequately addressed the Auditor''s observations. The company has already initiated the process for review of the non current assets and provision for bad debts/write offs, if any, would be considered on completion of the review.

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Place: Chennai M. Rajamani E.N. Rangaswami Date : 8th August 2013 Director Whole-time Director