Global Capital Markets Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 36^th Annual Report of your Company together with the Audited
Statements of Accounts for the year ended March 31, 2025.

Financial Results	Year Ended	Year Ended
	31.03.2025	31.03.2024
Revenue for the year	329.24	119.94
Profit/(Loss) before Tax, Depreciation & Finance Cost	(75-42)	8.54
Less: Finance Cost	2.84	1.17
Profit/(Loss) before Depreciation/Amortization (PBDT)	(78.26)	7.37
Less: Depreciation	6.16	7.23
Net Profit/(Loss) before Taxation (PBT)	(84.42)	0.14
Add/(Less): Provision for Taxation (including Deferred Tax)	0.68	0.36
Add: Extra-ordinary Items (Excess Provisioning)	-	-
Profit/(Loss) after Tax & Extra-ordinary Items	(85.11)	0.51
Less: Provision for Dividend	-	-
Less: Transfer to General / Statutory Reserves	-	0.10
Profit/(Loss) available for Appropriation	(85.11)	0.40
Add: Profit brought forward from Previous Year	65.31	64.91
Less: Other Adjustments on account of Capital Expenditure and Changes in Deferred tax on PPE on change of GAPP and IND AS	(16.69)	-
Balance of Profit carried forward	(36.49)	65.31

OVERALL PERFORMANCE

Total revenue for the year stood at ? 329.24 lakh in comparison to last years'' revenue of ? 119.94 lakh. In term of
Profit/(Loss) before taxation, the Company has earned a profit/(loss) of ? (84.42) lakh in comparison to last years'' profit of
? 0.14 lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at ? (85.11) lakh in comparison to last financial year''s
profit/(loss) of ? 0.51 lakh.

Your Company is one of the RBI registered NBFC and is engaged in the business of finance and investments. The
Company is carrying trading/investment activities in both Equity and FNO Segment and also trading in Commodities
market apart from its financing activities.

DIVIDEND

In order to conserve resources and to meet financial requirements to implement its future plans, your Directors do not
propose any dividend for the year under review.

SHARE CAPITAL & LISTING

The paid up Equity Share Capital as on March 31, 2025 was ? 39.8296 Crore consisting of 39,82,96,000 Equity Shares of ?
1/- each. During the year under review, the Company has not issued any share with differential voting rights; nor granted
Stock Options nor Sweat Equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the
Company hold instruments convertible in to Equity Shares of the Company.

The Company''s Equity Shares are listed on the BSE Limited ("BSE"). The Equity Shares are actively traded on BSE. The
shares of the Company are not suspended from trading from BSE platform.

CORPORATE GOVERNANCE

Your directors believe that corporate governance is an ethically driven business process that is committed to values
aimed at enhancing the growth of your Company. The endeavour is to continue and move forward as a responsible and
sustainable Company in order to attract as well as retain talents, investors and to maintain fulfilling relationships with the
communities and take all possible steps in the direction to re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to
comply with the code of conduct framed for the Board and senior management under SEBI Listing Regulations and have
maintained high standards of corporate governance based on the principle of effective implementation of internal control
measures, adherence to the law and regulations and accountability at all levels of the organization.

Your Company''s corporate governance practices are driven by effective and strong Board oversight, timely disclosures,
transparent accounting policies and high levels of integrity in decision making. The corporate governance report of the
Company for the Year Under Review as required under the applicable SEBI Listing Regulations is attached hereto and
forms part of this report. The requisite certificate from Statutory Auditors, M/s Maheshwari & Co., Chartered
Accountants, confirming compliance with the conditions of corporate governance is attached to the corporate
governance report.

GENERAL RESERVES

The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As
the General reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of
profit and loss.

STATUTORY RESERVES

Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the "RBI Act") and
related regulations applicable to those companies. Under the RBI Act, a non-banking finance company is required to
transfer an amount not less than 20% of its net profit to a reserve fund before declaring any dividend. Appropriation from
this reserve fund is permitted only for the purposes specified by the RBI.

The Company during the year under review, has transferred ? Nil to General Reserve out of the Retained Earnings.
IMPAIRMENT RESERVES

Impairment Reserve represents the reserve created pursuant to the per RBI circular dated March 13, 2020 on
''Implementation of Indian Accounting Standards''. Under the circular, where the impairment allowance under Ind AS 109
is lower than the provisioning required as per prudential norms on Income Recognition, Asset Classification and
Provisioning (including standard asset provisioning) the difference should be appropriated from the net profit to a
separate ''Impairment Reserve''. Withdrawals from this reserve is allowed only after obtaining permission from the RBI.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has
been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2025.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted
or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management
evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone
financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial
results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other
working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.
BUSINESS SEGMENT

Your Company is one of the RBI registered NBFC and is into the business of Finance & Investments in accordance with the
Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business in the financial year 2024-25.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

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

SUBSIDIARY COMPANY

The Company does not have any Subsidiary, Associate or Joint Venture Company in the immediately preceding
accounting year. Further, during the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is
available on your Company''s website at https://www.globalcapitalmarketandinfraltd.co.in/company-policies.html

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year,
were in the ordinary course of business and on an arm''s length pricing basis in compliance of the requirements of the
provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related
parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form
AOC-2 in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting
Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions
are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the
Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the
website of the Company and is accessible at the website of the Company. None of the Directors has any pecuniary
relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with
Related Party Transactions which is available on its website at the link:
https://www.globalcapitalmarketandinfraltd.co.in/company-policies.html

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V
read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the
Directors'' Report.

MATERIAL CHANGES AFFECTING THE COMPANY

Apart from disclosures made in this Report and the audited financial statements for the Year Under Review no material
changes and commitments have occurred after the closure of the year till the date of this Report, which affect the
financial position of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI
LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on February 10,
2025 wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive
Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience,
independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of
focus or expertise of individual Board members have been highlighted.

Matrix setting out the skiNs/expertise/competence of the Board of Directors

No.	Essential Core skiNs/expertise/ competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1	Strategic and Business Leadership	The Directors and especially the Chairman & Managing Director have many years of experience.
2	Financial expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4	Knowledge and expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2024-25 are given in the
separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and
applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

There is no change in Management of the Company during the year under review.

DIRECTORS

During the Year, Ms. Sonali Auddya Adak, Non-Executive, Independent Director, has been appointed w.e.f. 2^nd
September 2024 for the first term of 5 years, up to 1^s September 2029.

Further Mr. Laxmi Narayan Sharma (DIN: 00356855), an Independent Director of the Company has resigned from the
Board w.e.f. 31^st March 2025 due to completion of his 2^nd tenure of 5 years..

Apart from the above, there is no change in the composition of Board of Directors of the Company during the current
financial year.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act,
2013.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. I. C. Baid, Executive Director of the
Company, being longest in the office, retires by rotation at the ensuing annual general meeting and being eligible offers
himself for re-appointment. He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect
that he is not disqualified from being reappointed as a Director of the Company.

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive
years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act
provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of
the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more
than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve
as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall
hold at least one meeting in a year, without the presence of non-independent directors and members of the management
and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons
of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management.

The Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct &
Ethics.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	Ms. Sonali Auddya Adak	Independent Director	02-09-2024	-
2.	Mr. Laxmi Narayan Sharma	Independent Director	-	31-03-2025

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as
stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they
have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent
Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section
149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the
management.

PERFORMANCE EVALUATION

During the Year Under Review, the formal annual evaluation of the performance of the Board, its committees and
individual directors was carried out, in the Company by the independent directors, and the Board, in compliance with the
Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time.

The performance of non-independent directors, Board as a whole and the chairman was done by the independent
directors of the Company. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

An indicative criterion of evaluation was circulated to the directors to facilitate such evaluation. Based on the feedback of
the directors and on due deliberations of the views and counter views, the evaluation was carried out in terms of the NRC
Policy and such indicative criterion. The Board sought the feedback of directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance
practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India.

The evaluation process endorsed the Board confidence in the ethical standards of the Company, the resilience of the
Board and the management in navigating the Company during challenging times, cohesiveness amongst the Board,
constructive relationship between the Board and the management, and the openness of the management in sharing
strategic information to enable Board to discharge their responsibilities and fiduciary duties.

FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarisation programme for the independent directors is customised to suit their individual interests and area of
expertise. The directors are usually encouraged to interact with members of senior management as part of the induction
programme. The senior management make presentations giving an overview of the Company''s strategy, operations,
products, markets and group structure, Board constitution and guidelines, and the major risks and risk management
strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and
facilitates their active participation in overseeing the performance of the management.

The details of programme for familiarization of Independent Directors with the Company, nature of the business
segments in which the Company operates and related matters are put up on the website of the Company on the link
https://globalcapitalmarketandinfraltd.co.in/policv/Global%20Capital%20-%20Familiarization%20Programme.pdf

NOMINATION & REMUNERATION POLICY

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets out the guiding
principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the
appointment as directors, key managerial personnel ("KMPs") and senior management personnel ("SMPs").

The NRC Policy has been framed with the objective-

a. to ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;

c. to adopt best practices to attract and retain talent by the Company; and

d. to ensure diversity of the Board of the Company

The NRC Policy specifies the manner of effective evaluation of performance of Board, its committees and individual
directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent
external agency and review its implementation and compliance. During the Year Under Review, there has been no change
in the NRC Policy.

The NRC Policy of the Company can be accessed at the website of the Company at
https://globalcapitalmarketandinfraltd.co.in/policv/Global%2oCapital%20-%2oNRC%2oPolicv.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end
of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March 2025, all the applicable accounting standards
prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation
relating to material departures, if any;

2. 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 as
at March 31, 2025 and of the profit of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

6. that 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.

BUSINESS RISK MANAGEMENT

As an NBFC, the Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock
Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and
down and thus can affect the profitability of the Company.

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks
helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes
periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is of the opinion that the
Company''s internal financial controls were adequate and effective during FY 2024-25.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the
criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of
Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination
and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has
been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the
necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The
Company has disclosed the policy on the website of the Company i.e.
https://globalcapitalmarketandinfraltd.co.in/policy/Whistle%20Blower%20Policy.pdf

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and
enables the Company to be innovative.

AUDITORS
Statutory Auditors

Messrs Maheshwari & Co., Chartered Accountants, Mumbai (FRN - 105834W) were re-appointed as Statutory
Auditors of the Company for 2^nd term, for a period of five consecutive years at the 34^th Annual General Meeting
(AGM) of the Members held on September 27, 2023 on a remuneration mutually agreed upon by the Board of
Directors and the Statutory Auditors.

The Report given by M/s. Maheshwari & Co. on the financial statement of the Company for the FY 2024-25 is part
of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and
do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse
remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143
(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

There is no audit qualification, reservation, adverse remarks by Auditors for the year under review. Remarks in the
paragraph "Emphasis of Matters" of Audit Report; have been addressed below -

Sl. No.	Comment by Auditors	Management Comments
1.	Balance in the account of Loan & Advances and Trade Receivable are subject to confirmation/reconciliation if any. The management does not expect any material adjustments in respect of the same affecting the Financial Statement on such reconciliation /adjustment.	The Company is in process of obtaining balance account confirmation, as stated in the queries raised by Auditors.
2.	Some dormant bank accounts (held with Kotak Mahindra Bank, Yes Bank, and ICICI Bank) totaling to 0.15 lakhs, are reflected in the books of accounts. These balances are pending confirmation and may require adjustments upon receipt of relevant statements.	The Company is in process of closing said dormant bank account.
3.	Based on our review, it is observed that interest income is not recognized on outstanding advances given to various parties amounting to Rs. 563.09 lakhs and no such documents are provided before us to enable to Crystallize the interest rate on the advances hence in the absence of sufficient information, we are unable to calculate the interest income to be recognized on such advances.	The Company is in process of settling these accounts, either by way of acquiring shares or by receipt of advances paid.
4.	Based on our review, it is observed that interest income is not recognized on outstanding loans given to various parties amounting to Rs. 148.74 lakhs and no such documents are provided before us to enable to Crystallize the interest rate on the loans hence in the absence of sufficient information, we are unable to calculate the interest income to be recognized on such loans.	The Company is in process of settling these accounts, either by way of acquiring shares or by receipt of advances paid.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company in its'' meeting held on February 10, 2025 has re¬
appointed Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No. 14023) to undertake the Secretarial Audit of
the Company for FY 2024-25. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in
this Annual Report as Annexure II. The same does not contain any qualification.

Further the Appointment of Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No. 14023) is also recommended
to members at ensuing 36^th AGM for the term of next 5 years commencing from F.Y. 2025-26.

In addition to the above and pursuant to SEBI circular dated 8 February 2019; a report on secretarial compliance
(Regulation 24-A of SEBI LODR Regulations, 2015) by Mrs. Kriti Daga for the FY2024-25 has been submitted with
stock exchanges. There are no observations, reservations or qualifications in the said report.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/revised standard operating procedures. The Company''s internal control system is
commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted
to M/s A. K. Das & Co., Chartered Accountant Firm, Kolkata (FRN - 325204E). The main thrust of internal audit is to
test and review controls, appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust Management
Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are
periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing
assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial
year ended 31^s March, 2025 made under the provisions of Section 92(3) of the Act is attached as Annexure IV to this
report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment
during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company
received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing (NBFC activities) and investment activities in Shares and Securities;
the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under
section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to
be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ''VI'' and forms an integral part of this Report.
A statement comprising the names of top employees in terms of remuneration drawn and every persons employed
throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VI'' and forms an integral part of this annual
report. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21
days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees
hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the
Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report
under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

RBI DIRECTIONS

Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued by the RBI as applicable to
your Company as a systemically important non-deposit taking NBFC.

The Company has in place the system of ensuring compliance with applicable provisions of Foreign Exchange
Management Act, 1999 and rules made thereunder.

PUBLIC DEPOSITS

During the period under review, your Company did not accept / renew any deposits within the meaning of Section 73 of
the Companies Act, 2013 and the rules made there under and as such, no amount of principal or interest was outstanding
as on the balance sheet date. Further, The Company did not hold any public deposits at the beginning of the year nor has
it accepted any public deposits during the year under review.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of
the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

STATUTORY AUDITORS AND AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the
Financial Year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of
frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate section on corporate governance practices followed by the Company, together with a certificate from
the Company''s Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2,
relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

GENERAL

Your Directors state that during Financial Year 2024-25:

• The Company has not issued any Equity Shares with differential rights as to Dividend, Voting or otherwise.

• The Company has not issued any Sweat Equity Shares during the year.

• There are no significant or material orders passed against the Company by the Regulators or Courts of Tribunals
during the year ended March 31, 2025 which would impact the going concern status of the Company and its future
operations.

• The Central Government has not prescribed the maintenance of cost records for any of the products of the
Company under sub-section (1) of Section 148 of the Companies Act, 2013 and the Rules framed there under.

• There is no change in nature of business of the Company during the year.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives,
projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of
India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for
the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the year. Our employees are
instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing
support.

Kolkata, August 30, 2025 By order of the Board

For GLOBAL CAPITAL MARKETS LIMITED

S/d-

Registered Office : I. C. Baid

Sir RNM House, 5^th Floor, 3B Lal Bazar DIN: 00235263

Street, Kolkata - 700 001 Chairman & Managing Director

---

Mar 31, 2024

Your Directors have pleasure in presenting the 35^th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

Financial Results	Year Ended	Year Ended
	31.03.2024	31.03.2023
Revenue for the year	119.94	1,948.51
Profit/(Loss) before Tax, Depreciation & Finance Cost	8.54	0.20
Less: Financial Expenses	1.17	2.56
Profit/(Loss) before Depreciation/Amortization (PBDT)	737	-2.36
Less: Depreciation	7.23	7.38
Net Profit/(Loss) before Taxation (PBT)	0.14	-9.74
Add/(Less): Provision for Taxation (including Deferred Tax)	0.36	7.93
Add: Extra-ordinary Items (Excess Provisioning)	-	-
Profit/(Loss) after Tax & Extra-ordinary Items	0.51	-17.67
Less: Provision for Dividend	-	-
Less: Transfer to General / Statutory Reserves	0.10	-
Profit/(Loss) available for Appropriation	0.40	-17.67
Add: Profit brought forward from Previous Year	238.66	256.32
Balance of Profit carried forward	239.06	238.66

OVERALL PERFORMANCE

Total revenue for the year stood at ? 119.94 lakh in comparison to last years'' revenue of ? 1,948.51 lakh. In term of Profit/(Loss) before taxation, the Company has earned a profit/(loss) of ? 0.14 lakh in comparison to last years'' profit of ? (9.74) lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at ? 0.51 lakh in comparison to last financial year''s profit/(loss) of ? (17.67) lakh.

Your Company is one of the RBI registered NBFC and is engaged in the business of finance and investments. The Company is carrying trading/investment activities in both Equity and FNO Segment and also trading in Commodities market apart from its financing activities.

DIVIDEND

In order to conserve resources and to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

GENERAL RESERVES

The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of profit and loss.

STATUTORY RESERVES

Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the "RBI Act") and related regulations applicable to those companies. Under the RBI Act, a non-banking finance company is required to transfer an amount not less than 20% of its net profit to a reserve fund before declaring any dividend. Appropriation from this reserve fund is permitted only for the purposes specified by the RBI.

The Company during the year under review, has transferred ? 0.10 lakh to General Reserve out of the Retained Earnings.

IMPAIRMENT RESERVES

Impairment Reserve represents the reserve created pursuant to the per RBI circular dated March 13, 2020 on ''Implementation of Indian Accounting Standards''. Under the circular, where the impairment allowance under Ind AS 109 is lower than the provisioning required as per prudential norms on Income Recognition, Asset Classification and Provisioning (including standard asset provisioning) the difference should be appropriated from the net profit to a separate ''Impairment Reserve''. Withdrawals from this reserve is allowed only after obtaining permission from the RBI.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was ? 39.8296 Crore consisting of 398296000 Equity Shares of ? 1/-each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

During the year the Company has sub-divided face value of Equity Shares from Rs. 10/- to Re 1/- and have also issued 14,93,61,000 Bonus Equity Shares of Rs. 1/- each (Bonus Issue).

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2024.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review. BUSINESS SEGMENT

Your Company is one of the RBI registered NBFC and is into the business of Finance & Investments in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business in the financial year 2023-24.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

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

SUBSIDIARY COMPANY

The Company does not have any material Subsidiary, Associate or Joint Venture Company in the immediately preceding accounting year. Further, during the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is available on your Company''s website at https://www.globalcapitalmarketandinfraltd.co.in/company-policies.html

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in

Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the website of the Company and is accessible at the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: https://www.globalcapitalmarketandinfraltd.co.in/company-policies.html

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 12, 2024 wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience, independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of focus or expertise of individual Board members have been highlighted.

Matrix setting out the skiNs/expertise/competence of the Board of Directors

No.	Essential Core skiNs/expertise/ competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1	Strategic and Business Leadership	The Directors and especially the Chairman & Managing Director have many years of experience.
2	Financial expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4	Knowledge and expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors'' Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 are given in the separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

There is no change in Management of the Company during the year under review.

DIRECTORS

During the Year, Mr. Manish Baid, Non-Executive Director, has been appointed w.e.f. 10 August 2023 at 34^th AGM held on 27^th September 2023, eligible to retire by rotation.

Further Mrs. Urmi Bose (DIN: 08212560) has been re-appointed as an Independent Director of the Company for a 2^nd term of 5 years was made at 34^th AGM w.e.f. 16^th July 2023.

Further, Mr. Mahavir Prasad Saraswat (DIN: 08212560) has been re-appointed as an Independent Director of the Company for a 2^nd term of 5 years was made at 34^th AGM w.e.f. 16^th July 2023.

Apart from the above, there is no change in the composition of Board of Directors of the Company during the current financial year.

The details of programme for familiarization of Independent Directors with the Company, nature of the business segments in which the Company operates and related matters are put up on the website of the Company

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

Neither there was a change in the composition of Board during the current financial however changes in the employees from KMP category are stated herein below-

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	Manish Baid	Non-Executive Director	10-08-2023	-
2.	Mamta Jain	Company Secretary	-	01-03-2024
3.	Astha Pandey	Company Secretary	28-03-2024	-

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March 2024, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;

2. 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. that 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.

BUSINESS RISK MANAGEMENT

As an NBFC, the Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and down and thus can affect the profitability of the Company.

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Company has disclosed the policy on the website of the Company i.e. www.globalcapitalmarketandinfraltd.co.in

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.

AUDITORS Statutory Auditors

Messrs Maheshwari & Co., Chartered Accountants, Mumbai (FRN - 105834W) were re-appointed as Statutory Auditors of the Company for 2^nd term, for a period of five consecutive years at the 34^th Annual General Meeting (AGM) of the Members held on September 27, 2023 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The Report given by M/s. Maheshwari & Co. on the financial statement of the Company for the FY 2023-24 is part of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No. 14023) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The same does not contain any qualification.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

In addition to the above and pursuant to SEBI circular dated 8 February 2019; a report on secretarial compliance (Regulation 24-A of SEBI LODR Regulations, 2015) by Mrs. Kriti Daga for the FY2023-24 has been submitted with stock exchanges. There are no observations, reservations or qualifications in the said report.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s A. K. Das & Co., Chartered Accountant Firm, Kolkata (FRN - 325204E). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31^s March, 2024 made under the provisions of Section 92(3) of the Act is attached as Annexure IV to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing (NBFC activities) and investment activities in Shares and Securities; the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ''V'' and forms an integral part of this Report. A statement comprising the names of top employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VI'' and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

RBI DIRECTIONS

Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued by the RBI as applicable to your Company as a systemically important non-deposit taking NBFC.

The Company has in place the system of ensuring compliance with applicable provisions of Foreign Exchange Management Act, 1999 and rules made thereunder.

PUBLIC DEPOSITS

During the period under review, your Company did not accept / renew any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under and as such, no amount of principal or interest was outstanding as on the balance sheet date. Further, The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

STATUTORY AUDITORS AND AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the Financial Year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state that during Financial Year 2023-24:

• The Company has not issued any Equity Shares with differential rights as to Dividend, Voting or otherwise.

• The Company has not issued any Sweat Equity Shares during the year.

• There are no significant or material orders passed against the Company by the Regulators or Courts of Tribunals during the year ended March 31, 2024 which would impact the going concern status of the Company and its future operations.

• The Central Government has not prescribed the maintenance of cost records for any of the products of the Company under sub-section (1) of Section 148 of the Companies Act, 2013 and the Rules framed there under.

• There is no change in nature of business of the Company during the year.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. Our employees are instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

Kolkata, September 2, 2024 By order of the Board

For GLOBAL CAPITAL MARKETS LIMITED

S/d-

Registered Office : I. C. Baid

Sir RNM House, 5^th Floor, 3B Lal Bazar DIN: 00235263

Street, Kolkata - 700 001 Chairman & Managing Director

---

Mar 31, 2016

To

The Members,

The Directors have pleasure in presenting their Twenty Seventh Annual Report together with the Audited Accounts of the Company for the year ended 31^st March 2016

Rs.in Lac

Financial Results	Year Ended	Year Ended
	31.03.2016	31.03.2015
Sales / Income	928.76	275.67
Profit / (Loss) before Tax & Extraordinary Items	(28.15)	10.92
Less : Provision for Taxation (including Deferred Tax)	(11.16)	(0.32)
Profit after Tax	(16.99)	11.24
Add : Profit brought forward from Previous Year	180.15	174.10
Total Profit available for Appropriation	163.16	185.34
Less : Amount Transferred to Statutory Reserves	0.00	2.25
Less: Amt. transferred to Contingent Provision against Standard Assets	3.44	2.94
Balance carried forward	159.72	180.15

Overview of Economy

India''s economy could grow by 8-8.5% in 2016-17, if forecasts of normal monsoon rainfall prove correct, Jaitley said at the meeting organized by Citigroup Inc.

The India Meteorological Department (IMD) last week projected monsoon rainfall this year at 106% of the long-term average after two consecutive years of below-normal rainfall in many parts of the country.

The Economic Survey projected India''S economic growth to remain within a range of 7-7.75% in 2016-17 against an estimated 7.6% growth in 2015-16.

A normal monsoon can provide a one-time push to economic growth in 2016-17 given the low base of agricultural production, said D.K. Joshi, chief economist at rating company Crisil Ltd.

Crisil has projected gross domestic product (GDP) to grow 7.9% in 2016-17, assuming a normal monsoon. Joshi said he will wait until August to revise his growth projection.

The risks highlighted by the minister include global headwinds that may hurt demand for exports, high oil prices and the June-September monsoon belying the forecasts of normal rainfall, Citibank NA, a unit of Citigroup, said in a note.

Overall Performance & Outlook

The Main Objects of the Company being financing and investment activities, complies with the entire requirement to continue to qualify as a Non Banking Finance Company (NBFC).

During the year, the gross revenue from operations stood at Rs.928.76 lac in comparison to last year’s revenue of Rs.275.67 lac. In term of Net Profit / (Loss) after tax, the same was stood at Rs.(16.99) lac in comparison to last year’s net profit of Rs.11.24 lac.

The Company''s performance for the current financial year is not in line with what the Company expected. The same was mainly due to high volatility in Stock Market and steep fall in interest rates in India in recent past.

The Company is hopeful of recovering from losses and to do well in future.

Dividend and Reserves

In view of incurring losses and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

During the year under review, sum of Rs. Nil has been transferred to Statutory Reserves and Contingent Provision against Standard Assets as per RBI guidelines, as your Company is one of the RBI registered NBFC.

Share Capital

The paid up Equity Share Capital as on March 31, 2016 was Rs.24.8935 Crore. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2016, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

Finance and Accounts

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits/(loss) and cash flows for the year ended 31^st March 2016.

The Company continues to focus on judicious management of its Working Capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

Particulars of Loans, Guarantees & Investments

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

Subsidiary Company

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

Related Party Transactions

All transactions entered into with Related Parties are as defined under the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations, 2015. Transactions during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted and thus disclosure in form AOC-2 in term of Section 134 of Companies Act, 2013 is not required. Further, there are no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Management Discussion & Analysis

As required by Regulation 34 of SEBI LODR Regulations, 2015, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

Management

There is no change in Management of the Company during the year under review.

Directors

During the year Mr. Alok Kr. Das has been resigned from the Board w.e.f. 18^th April 2015.

Apart from above, there is no change in the Board of Directors of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

Independent Directors

As per provisions of Section 149 of the Companies Act, 2013 independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ([AGM5 of the Company.

As per requirements of Regulation 25 of SEBI LODR Regulations, 2015, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

Details of Directors / KMP appointed and resigned during the year

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	Alok Kr. Das	Independent Director	-	18th April 2015

Significant and Material Orders Passed by the Regulators, Tribunals or Courts

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

Material changes and commitments affecting financial position between the end of the Financial Year and date of Report

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

Directors Responsibility Statement

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

1. that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. 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 as at March 31, 2016 and of the profit/(loss) of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. that 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.

Information Technology

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.

Business Risk Management

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under SEBI LODR Regulations, 2015.

Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company i.e. www.globalcapitalmarketandinfraltd.com

Research & Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature & size of operations of your Company.

Auditors Statutory Auditors

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 27^th Annual General Meeting up to the conclusion of the 30^th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Bharat D. Sarawgee & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Priti Lakhotia (C. P. No. 12790), Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

Internal Auditors

The Company has appointed M/s. Baid Ray & Associates, Chartered Accountants, Kolkata (FRN 325204E), as Internal Auditors of the Company for the current financial year.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed elsewhere in this Annual Report.

Particulars of Employees

The Company wishes to place on record their appreciation to the contribution made by the employee of the Company during the period.

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 Read with Rules

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

Particulars under Section 134(3)(m) of the Companies Act, 2013

Your Company is one of the RBI registered NBFC and into the business of financing as well as an Investee /trader into Shares and Securities; the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

Foreign Exchange Earnings and Outgo

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

Public Deposits

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Report on Corporate Governance

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the SEBI LODR Regulations, 2015. Pursuant to Regulation 27 of the SEBI LODR Regulations, 2015, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

Cautionary Statement

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements^ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

Appreciations

Your Directors wish to place on record their appreciation on the contribution made by employees at all levels but for whose hard work, solidarity and support your Company''s achievements would not have been possible. Your Directors also wish to thank the customers, service providers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board

For Global Capital Markets Limited

Place : Kolkata I. C. Baid

Date : May 30, 2016 (DIN : 00235263)

Chairman

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Sixth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2015

Rs. in Lac

Year Ended Year Ended Financial Results 31.03.2015 31.03.2014

Sales / Income 275.67 269.32

Profit before Tax & Extraordinary Items 10.92 18.52

Less : Provision for Taxation (including Deferred Tax) (0.32) 6.81

ProfitafterTax 11.24 11.72

Add : Profit brought forward from Previous Year 174.10 168.21

Total Profit available for Appropriation 185.34 179.93

Less : Amount Transferred to Statutory Reserves 2.25 2.34

Less: Amt. transferred to Contingent Provision against Standard Assets 2.94 3.49

Balance carried forward 180.15 174.10

Overview of Economy

Growth picked up in 2014, inflation markedly declined, and the external position was comfortable, helped by positive policies and lower global oil prices. The outlook for India is for economic strengthening through higher infrastructure spending, increased fiscal devolution to states, and continued reform to financial and monetary policy.

GDP grew by 7.5% year on year in the third quarter of fiscal year 2014-15 (April-March). Advance estimates for the year put growth at 7.4%, higher than the outturn of 6.9% in 2013-14; stronger growth is associated with revisions to GDP methodology and a change in the base year to 2011-12. The BJP government's first full-year budget, for 2015-16, envisions a boost to infrastructure spending, an improved business environment and a wider social security net, but details of the plans are missing. The government underscored its intention to move steadily to tackle politically difficult structural issues that have stalled investment and limited economic performance in recent years.

Overall Performance & Outlook

The Main Objects of the Company being financing and investment activities, complies with the entire requirement to continue to qualify as a Non Banking Finance Company (NBFC).

During the year, gross revenue from operations remained at ' 275.67 Lac in comparison to last years' figure of Rs. 269.32 Lac. In term of Net Profit, the same was of Rs. 11.24 Lac in comparison to last years' net profit of Rs. 11.72 Lac.

The Operations of the Company were almost in line with the previous years' performance, both in term of Revenue and Net Income.

In term of outlook, the Capital Market was recovered a bit during the year but rally was seen in selected stocks only. The increasing volatility and decreasing turnover was not a good sign at all for the healthy run up of stock market. Your Company feels that these adverse market conditions can impact the profitability of the Company for current financial year but financial activities of the company will grow in current financial year.

Dividend and Reserves

In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

During the year under review, sum of Rs. 2.25 Lac have been transferred to Statutory Reserves and Rs. 2.94 Lac have been transferred to Contingent Provision against Standard Assets as per RBI guidelines, as your Company is one of the RBI registered NBFC.

Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 24.8935 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, Except Mr. I. C. Baid, Chairman, none of the Directors and/or Key Managerial Person of the Company holds shares or convertible instruments of the Company. Mr. I. C. Baid is holding 10,81,477 Equity Shares or 4.34% of Paid-up Capital in his own name and his relatives are holding 52,000 Equity Shares or 0.45% of Paid-up Capital.

Finance and Accounts

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/(loss) and cash flows for the year ended 31st March 2015.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

Particulars of Loans, Guarantees & Investments

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

Subsidiary Company

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

Related Party Transactions

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not required. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

Management Discussion & Analysis

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

Management

There is no change in Management of the Company during the year under review.

Directors

During the period under review, Mr. Alok Kumar Das, Independent Director of the Company, has resigned from the Board w.e.f. 18th April 2015 due to his personal commitments.

Further, Ms. Amrita Baid has been appointed as Non-Executive Non-Independent Directors of the Company w.e.f. 27th March 2015 to broad base the board as well as to fulfill the requirement of appointment of Women Director.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

Independent Directors

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting (AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as Independent Director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Details of Directors / KMP appointed and resigned during the year

Sl. Name Designation No.

1. Ms. Amrita Baid Non Executive Director

2. Ms. Puja Verma Company Secretary

3. Mr. Sanjay Mishra CFO

Sl. Name Date of Date of No. Appointment Resignation

1. Ms. Amrita Baid 27th March 2015 -

2. Ms. Puja Verma 18th Sept 2014 -

3. Mr. Sanjay Mishra 30th Sept 2014 -

Significant and Material Orders Passed by the Regulators, Tribunals or Courts

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

Material changes and commitments affecting financial position between the end of the Financial Year and date of Report

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts ongoing concern basis.

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Information Technology

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

Business Risk Management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Vigil Mechanism / Whistle Blower Policy

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.

Research & Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature & size of operations of your Company.

Auditors

Statutory Auditors

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 26th Annual General Meeting up to the conclusion of the 30th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Bharat D. Sarawgee & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Khusboo Goenka (C. P. No. 8172), Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

Internal Auditors

The Company has appointed M/s. Jaiswal Akash & Co., Chartered Accountants, Kokata (FRN 328324E), as Internal Auditors of the Company for the current financial year.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed elsewhere in this Annual Report.

Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Particulars under Section 134(3)(m) of the Companies Act, 2013

Your Company is one of the RBI registered NBFC and into the business of financing as well as an Investee /trader into Shares and Securities; the information regarding conservation of energy, Technology Absorption, Adoption and innovation, under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is reported to be NIL.

Foreign Exchange Earnings and Outgo

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

Public Deposits

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Delisting of Securities from Ahmedabad Stock Exchange Ltd. (ASE)

During the year, the Company has opted to de-list its securities from Ahmedabad Stock Exchange due to lack of turnover and volatility on the exchange, absence of liquidity in the scrip as well as almost Nil volume during the last few years. However, Equity Shares of Company will continue to list on remaining Exchange i.e. on BSE Ltd. (BSE) and Calcutta Stock Exchange Association Ltd. (CSE).

Report on Corporate Governance

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

Appreciations

Your Directors wish to place on record their appreciation on the contribution made by employees at all levels but for whose hard work, solidarity and support your Company's achievements would not have been possible. Your Directors also wish to thank the customers, service providers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board For Global Capital Market & Infrastructures Limited

I. C. Baid Place : Kolkata (DIN : 00235263) Date : May 29 2015 Chairman

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014

(Rs. in Lac)

Financial Results Year Ended Year Ended 31.03.2014 31.03.2013

Sales / Income 269.32 2046.45

Profit before Tax & Extraordinary Items 18.52 39.23

Less : Provision for Taxation 6.81 5.88

Profit after Tax 11.72 33.35

Add : Profit brought forward from Previous Year 168.21 145.26

Total Profit available for Appropriation 179.93 178.61

Less : Amount Transferred to Statutory Reserves 2.34 6.67

Less: Amount transferred to Contingent Provision against 3.49 3.72 Standard Assets

Balance carried forward 174.10 168.21



OVERVIEW OF ECONOMY

India''s growth has slowed markedly, reflecting global developments and domestic supply constraints, while inflation remains stubbornly high. Led by falling infrastructure and corporate investment, the slowdown has generalized to other sectors of the economy. The financial positions of banks and corporates have deteriorated. The combination of persistently-high inflation, sizeable current account and fiscal deficits intensified the global liquidity tightening-induced balance of payment pressures which resulted in significant portfolio debt outflows, and pressures on financial markets.

India is facing a difficult economic situation on the growth, asset quality, inflation and fiscal deficit fronts. Growth is estimated to have bottomed, but recovery is predicated upon clarity of policy matters and decision making by the Government.

The RBI and the Government have taken notable steps in FY 2013-14 to address the economic headwinds. The Government formed the Project Management Group to facilitate large projects, undertook actions on power tariffs, gas price and continued diesel price increases. The RBI initiated efforts at recognizing and cleaning up Non-Performing Assets ("NPA"). On the policy front, it introduced a shift in focus to Consumer Price Inflation (CPI) from Wholesale Price Inflation (WPI), and a move towards inflation targeting. If implemented correctly and in a time bound manner, these collectively have the ability to create a meaningful impact on the economy.

Thus, the emphasis is on a massive road connectivity plan which will tie the region together and subsequently enhance economic objectives. Also, agricultural gross domestic product (GDP) in the country is projected to grow by over five per cent in the current agricultural year (July 2013-May 2014).

Overall Performance & Outlook

The main object of the Company being financing and investment activities, complies with the entire requirement to continue to qualify as a Non Banking Finance Company (NBFC).

FY2014 was a year full of uncertainties and volatilities. Towards the beginning of the year there was a sharp depreciation in the currency that led RBI to take unprecedented measures on interest rates and liquidity. The economy continued on a rough patch with GDP growth less than 5% and with elections round the corner put everyone in wait and watch mode. Globally, the tapering of Quantitative Easing also had its impact on liquidity. All of this impacted the finance sector along with the rest of the economy.

During the year, the Gross Sales / Income from Operations remained at Rs. 269.32 Lac in comparison to last years'' figure of Rs. 2046.45 Lac. In term of Net Profit, the same was of Rs. 11.72 Lac in comparison to last years'' net profit of Rs. 33.35 Lac.

The overall slowdown in the economy led to a deceleration of Growth for the Company. The fall in both the top-line and the bottom-line of the Company was due to adverse market conditions throughout the year.

Capital market activities in which most of our activities depend on is also influenced by global events and hence there is an amount of uncertainty in the near term outlook of the market.

Dividend

In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

Subsidiary Company

The Company does not have any subsidiary.

Management Discussion & Analysis

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

Management

There is no Change in Management of the Company during the year under review.

Directors

During the year under review, Mr. Alok Kumar Das and Mr. Amitabh Shukla were appointed as Non- Executive Independent Directors of the Company for the terms of 5 Years, up to 31st March, 2019.

In accordance with the requirements of the Companies Act, 2013 and as per the provisions of Articles of Association of the Company, Mr. Laxmi Narayan Sharma is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on going concern basis.

Statutory Information

The Company being a NBFC is basically into the financing activity and capital market activity which includes investing and trading in shares and securities. The disclosure pertaining to particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

Information Technology

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

Research & Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature & size of operations of your Company.

Auditors

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 25th Annual General Meeting up to the conclusion of the 30th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Bharat D. Sarawgee & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

Independent Directors

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Comments on Auditor''s Report

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

Particulars of Employees

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

Particulars under section 217 (1) (e) of the Companies Act, 1956

The Company is engaged in the business of finance, Infrastructure & Software Sectors. Hence, the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be Nil.

Foreign Exchange Earnings and Outgo

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

Public Deposits

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 73 of the Companies Act 2013 and the rules there under.

Report on Corporate Governance

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

Appreciations

Your Directors wish to place on record their appreciation on the contribution made by employees at all levels but for whose hard work, solidarity and support your Company''s achievements would not have been possible. Your Directors also wish to thank the customers, service providers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board For Global Capital Market & Infrastructures Limited

Place : Kolkata I. C. Baid Date : May 13, 2014 (DIN : 00235263) Chairman

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting their Twenty Fourth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2013 31.03.2012

Sales / Income 2046.45 1920.26

Profit before Tax & Extraordinary Items 39.23 121.43

Less : Provision for Taxation 5.88 23.81

Profit after Tax 33.35 97.62

Add : Profit brought forward from Previous Year 145.26 74.65

Total Profit available for Appropriation 178.61 172.27

Less : Amount Transferred to Statutory Reserves 10.40 27.01

Balance carried forward 168.21 145.26

Overview of Economy

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

Overall Performance & Outlook

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross Sales / Income from Operations remained at Rs. 2046.45 Lac in comparison to last years'' figure of Rs. 1920.26 Lac. In term of Net Profit, the same was of Rs. 33.35 Lac after debiting of Rs. 32.92 lac on account of Misc. Expenditure written off. without considering Rs. 32.92 lacs, the Net Profit for the current year stands at Rs. 66.27 lacs in comparison to last years'' net profit of Rs. 97.62 Lac.

The Company is in to the Business of lending its surplus fund in to the Capital and Money Market as well as to lending money to Corporate and HNIs. Apart from this, your Company is into the business of Advisory Services to meet the requirements of Corporate Funding for

Corporate Clients. Beside above, your Company is also into the Business of trading of Software (Mobile Applications).

The outlook for the current year is challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

Dividend

In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

Subsidiary Company

The Company does not have any subsidiary.

Management Discussion & Analysis

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

Management

There is no Change in Management of the Company during the year under review.

Directors

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Amitabh Shukla, who retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on going concern basis.

Statutory Information

The Company being basically into the Financing and Capital Market, requirement as well as partially in the business of Infrastructure and Software trading, disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

Information Technology

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/ absorb technology wherever feasible, relevant and appropriate.

Research & Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature & size of operations of your Company.

Auditors

M/s. Bharat D. Sarawgee & Co., Chartered Accountant is hereby appointed as Auditor of the company from the conclusion of this Annual General until the conclusion of the next Annual General Meeting. The Company has received a certificate from them to the effect that their reappointment as Auditors, if made, would be within the limits as prescribed under section 224(1-B) of the Companies Act, 1956.

Comments on Auditor''s Report

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

Particulars of Employees

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

Particulars under section 217 (1) (e) of the Companies Act, 1956

The Company is engaged in the business of finance, Infrastructure & Software Sectors. Hence, the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be Nil.

Foreign Exchange Earnings and Outgo

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

Public Deposits

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

Report on Corporate Governance

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

Appreciations

Your Directors wish to place on record their appreciation on the contribution made by employees at all levels but for whose hard work, solidarity and support your Company''s achievements would not have been possible. Your Directors also wish to thank the customers, service providers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board

For Global Capital Market

& Infrastructures Limited

Place : Kolkata I. C. Baid

Date : May 30, 2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting their Twenty Third Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2012 31.03.2011

Income 2286.22 1340.01

Profit before Tax & extraordinary item 131.19 104.87

Less : Provision for Taxation 23.81 34.85

Profit after Tax 107.38 70.02

Add : Profit brought forward from Previous Year 74.65 33.54

Balance carried forward 182.03 74.65

BUSINESS OPERATIONS

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2011-2012. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross income from operations remained in positive figure of Rs. 107.38 Lac during the year.

The Company is one of the RBI Registered NBFC Company and is into the Business of lending its surplus fund in Money and Capital Market as well as to lending money to Corporate and HNIs.

FUTURE PLANS

The Current financial year was in line in term of Business for the Company. The Company has expanded its business to some extent and was in positive in spite of adverse Market situation and tight monetary situation. The Company is willing to expand this business more and more in both Capital & Money Market as well as in the arena of Infrastructure & Software business and thus willing to deliver to Members of the Company so as the Company give more returns in coming years. In both the segments of Infrastructure and Software, the Company could do little due to the reason of high input cost and lower demand as well as competitive market situation.

DIVIDEND

In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any material non-listed Indian subsidiary whose turnover or net worth (i.e. paid-up capital and free reserves exceeding 20% of the consolidated turnover or networth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

In accordance with the provisions of Act and Articles of Association of your Company, Shri A. K. Das, who retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that year.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on going concern basis.

STATUTORY INFORMATION

The Company being basically into the Financing and Capital Market, requirement as well as partially in the business of Infrastructure and Software trading, regarding and disclosures of

Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature & size of operations of your Company.

AUDITORS

M/s. Bharat D. Sarawgee & Co., Chartered Accountant is hereby appointed as Auditor of the company from the conclusion of this Annual General until the conclusion of the next Annual General Meeting. The Company has received a certificate from them to the effect that their reappointment as Auditors, if made, would be within the limits as prescribed under section 224(1-B) of the Companies Act, 1956.

COMMENTS ON AUDITOR'S REPORT

The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company's plan. By far the employee's relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of finance, Infrastructure & Software Sectors. Hence, the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be Nil.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATIONS

Your Directors wish to place on record their appreciation on the contribution made by employees at all levels but for whose hard work, solidarity and support your Company's achievements would not have been possible. Your Directors also with to thank the customers, service providers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board

For Global Capital Market & Infrastructures Limited

Place : Kolkata I. C. Baid

Date : May 30, 2012 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting their Twenty First Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010

Financial Results (Rs. in lacs)

Year ended Year ended 31-3-2010 31-03-2009

Total Income 135.21 110.18

Profit/(Loss) before Depreciation & Tax 76.92 49.35

Less: Depreciation 36.02 34.65

Profit / (Loss) before tax 40.90 14.70

Less : Provision for taxation

Current 16.19 9.80

Deferred (2.37) (4.27)

Fringe Benefit - 13.82 0.71 6.24

Profit/(Loss) after tax 27.08 8.46

Special Reserve U/s. 45IC of RBI Act, 1934 5.41 1.69

21.67 6.77

Add: Excess provision of FBT written back -- 0.53

Add: Balance brought forward from previous year 11.89 4.59

Balance carried forward 33.56 11.89

Dividend

The Company has not declared any dividend for the year ended 31st March 2010.

Present Performance and Future Prospect

Global Capital Markets Limited is a NBFC Company and its income basically come from NBFC activities like income in the nature of interest from loans to corporate bodies and income from share market activities.

However, stiff competition along with new players in the NBFC market has made the profit margin very narrow and thus to survive in this competitive market, your Company is also planning to diversify its business activities. Your Company is planning to enter into infrastructure activities and wind power sector. To justify its diversification into new business activities, the Company is planning to change its name to Global Capital Market & infrastructures Limited and taken necessary steps in this regard.

Risk & Concerns

The risks that the company faces are the ones that face the industry today and these have been mentioned periodically. These risk includes innovation of new technologies, continuous fall in demand of its products, increase of cost because of increase in demand of professionals, fall in rupee devaluation as well as any amendment in the Government rules. Other risks are client concentration risk, competitive risk and financial risk etc.

Overview

The company is planning to counter its challenges through focused marketing, tight control over liquidity and margins.

Internal Control Systems and Adequacy

The Company has developed adequate Internal Control Systems in place to ensure a smooth functioning of its business. The Control System provides a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Companys assets.

The ICS and their adequacy are frequently reviewed and improved and are documented.

Material Development in Human Resources

The companys biggest assets are their employees. We are continuously working on innovative initiatives to attract, train, retain and motivate our employees. Our endeavors are driven by a strong set of values imbibed in us and policies that we abide by. Our constant goal, and indeed our biggest strength, is a healthy, happy and prosperous work environment for all our employees. Currently staff strength of the Company is 18 Employees including senior & junior category staff. The number of Employees will substantially increase with implementation of its new business plan including skilled and un-skilled personnel.

Cautionary Statement

Statements in the Management Discussions and Analysis describing the Companys objectives, projections, estimates, expectations may be forward looking statements. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the Companys performance include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government Regulations, tax laws, statutes and other incidental factors.

Directors

Shri Amitabh Shukla retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

Auditors

M/s. Bharat D. Sarawgee & Co., Chartered Accountant is hereby appointed as Auditor of the company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Company has received a certificate from them to the effect that their reappointment as Auditors, if made, would be within the limits as prescribed under section 224(1-B) of the Companies Act, 1956.

Comments on Auditors Report

The notes referred to in the Auditors Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

Public Deposit

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

Corporate Governance

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

Human Resources

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business. The Company has a structured induction process and management development programmes to upgrade skills of managers. Objective appraisal systems are in place for senior management system.

Statutory Information

The Company being basically in the finance sector. Hence, the requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

Particulars of Employees

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Companys plan. By far the employees relations have been cordial through out the year.

The information as required by provisions of Section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

Particulars under Section 217 (1) (e) of the Companies Act, 1956

The Company is engaged in the business of finance sector. Hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be Nil.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

Cash Flow Statement

The Cash Flow Statement for the year ended 31st March 2010 pursuant to Clause 32 (as amended) of the Listing Agreement with Stock Exchanges is annexed herewith.

Directors Responsibility Statement

In compliance with Section 217(2AA) of the Companies Act 1956, the Directors report that:

1. The preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Accounting Practices.

2. Such accounting policies have been selected and applied consistently and Judgements and estimates have been made that are reasonable and prudent so as to give true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

Appreciation

Your Directors express their feelings of gratitude for the assistance and co-operation extended by Banks, Government authorities, Shareholders, Suppliers and Customers of the Company.

The Directors wish to extend their sincere thanks to each and every employees of the Company for their dedicated contribution and look forward the continuance of it in the times to come.

For and on behalf of the Board of Directors

Place : Kolkata L. N. Sharma

Date : 29th May, 2010 Director