Mehta Securities Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors of your Company have pleasure in presenting their 31^st Annual Report on the business and operations
of the Company and Audited Accounts for the financial year ended on 31^st March, 2025.

• FINANCIAL PERFORMANCE:

The Financial Performance of the Company for the financial year ended on 31^st March 2025, as compared to the
previous year ended on 31^st March 2024 are summarized below: -

Particulars	2024-25	2023-24
Income from operations	0.00	0.00
Other Income	45.41	26.10
Total Revenue	45.41	26.10
Less: Operating & administrative Expenses	28.00	38.82
Operating Profit(Loss) before interest, depreciation and tax	17.41	(12.72)
Less: Depreciation/ Amortization	1.57	2.11
Profit/(Loss) before finance costs and exceptional items	15.85	(14.82)
Interest and financial charges	0.00	0.00
Exceptional items	0.00	0.00
Profit/(Loss) before tax	15.85	(14.82)
Tax Expense	0.00	0.00
Profit/(Loss) after tax	15.85	(14.82)

• PERFORMANCE HIGHLIGHTS:

The total profit of the Company earned during the financial year, which commenced on 1^st April, 2024 and ended on
31^st March, 2025 was Rs. 15.85 lacs against Rs. 14.82 lacs loss incurred in the previous financial year which
commenced on 1^st April, 2023 and ended on 31^st March, 2024. The total expenditure incurred increased during the
current financial year was Rs. 29.57 lacs as against Rs. 40.93 lacs incurred in the previous financial year. The profit
after tax for the year under review was Rs. 15.84 lacs as against loss of Rs. 14.82 lacs incurred during the previous
financial year. The performance of the Company for financial year 2024-25 was satisfactory on account of increase in
other income, though increase of operating and administrative expenses were moderate. Hence the Earning Per
Share (EPS) of the Company is Rs. 0.51 per share in the current year as compared to the previous year Earning Per
Share (EPS) of the Company is Rs. (0.48) per share.

• BUSINESS OPERATIONS AND FUTURE OUTLOOK:

The Company is essentially concentrating on broking activities, advisory and consultancy assignments in capital
markets. The Company is investing its funds in the capital market and other financial instruments in view of the long
term prospects of the Indian Economy and the Company is confident that it would be able to take advantage of
emerging opportunities in the coming years.

• DIVIDEND:

In view of losses incurred in the previous years and low profit in the current year, in order to strengthen the capital
base of the Company, your Directors have decided not to recommend any dividend on Equity Shares for the year
under review.

• AMOUNTS TO BE CARRIED TO ANY RESERVES:

In view of losses in the previous years as well as in the earlier years, in order to meet any contingencies in the coming
years, your directors have proposed not to transfer any amounts from Profit & Loss account to reserves of the
Company.

• FINANCE

During the year under review, the Company has not made any borrowings from banks or any financial institutions or
other parties.

• CHANGE IN SHARE CAPITAL OF THE COMPANY

The Authorized Share capital of the Company as at 31^st March, 2025 stood at Rs. 3,50,00,000/- (Rupees Three Crore
Fifty Lacs only) and paid-up capital stood at Rs. 3,08,94,000/- (Rupees Three Crore Eight Lacs Ninety Four Thousands
only). During the year under review there is no change in capital structure of the Company.

• CHANGE IN THE NATURE OF THE BUSINESS :

During the year, there is no change in the nature of the business of the Company.

• MATERIAL CHANGES AND COMMITMENTS :

There has been no material change and commitments affecting the financial performance of the Company which
occurred between the end of financial year of the Company and the date of this report affecting the financial position
of the Company as at 31^st March, 2025.

• SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES :

Your Company does not have any subsidiaries, Joint Ventures and Associate Companies.

• DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mrs. Bhavna D. Mehta (DIN 01590958), Chairperson & Managing Director of the Company retires by rotation at the
ensuing 31^st Annual General Meeting and being eligible offers herself for reappointment. The Board recommends her
reappointment.

Confirmation of Appointment/Re-appointment/Retirement :

> The Board at its meeting held on 14.02.2025 appointed Mr. Dhaval D. Sheth (DIN: 02418261) as Additional
Director (Non Executive and Non Independent) on the Board of the Company to hold office till the conclusion of
this 31^st Annual General Meeting of the Company. The Board recommends the proposed Ordinary Resolution no.
4 of the notice for appointment of Mr. Dhaval D. Sheth (DIN: 02418261) as Director (Non-executive and Non
Independent) on the Board of the Company and proposed the ordinary resolution at the ensuing 31^st Annual
General Meeting of the Company at item no. 4 for the approval by the members.

> The Board at its meeting held on 30.05.2025 re-appointed Mrs. Bhavna D. Mehta (DIN: 01590958) as Managing
Director on the Board of the Company subject to approval of the members at the ensuing 31^st Annual General
Meeting. The Board hereby recommend to the shareholders the proposed Special Resolution for re-appointment
of Mrs. Bhavna D. Mehta (DIN: 01590958) as Managing Director on the Board of the Company for the period of
two years w.e.f. 01.04.2025 till 31.03.2027 for their approval at the ensuing 31^st Annual General Meeting of the
Company.

CONFIRMATION OF APPOINTMENT:

Brief details of Directors proposed to be appointed/re-appointed as required under Companies Act, 2013 or any other
laws, rules and regulation as updated from time to time are provided in the Notice and Explanatory Statement of 31^st
Annual General Meeting forming part of this Annual Report.

• CORPORATE SOCIAL RESPONSIBILITY (CSR):

As Company does not fall under the criteria specified in Section 135(1) of Companies Act, 2013, hence during the year
under review the disclosure required under Section 134 (3) (o) of the Act is not applicable to the Company.

• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company is not involved in carrying out any manufacturing activity. The information on Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is therefore, not required to be
furnished.

• RELATED PARTY TRANSACTIONS:

Your Company had not entered into any contract or arrangement with related parties, which is not at arm''s length
basis in terms of Section 188(1) of the Companies Act, 2013. The disclosure of related party transactions as required
to be made under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is therefore, not applicable.

Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to
accounts annexed to the financial statements.

• AUDITORS & AUDITORS'' REPORT:

M/s. Asim Ravindra & Associates, Chartered Accountants (FRN:118775W), Ahmedabad were appointed under the
provisions of Section 139,141 and 142 of the Companies Act, 2013 read with the rules, circulars and notifications
thereto to hold office as Statutory Auditors of the Company for the consecutive period of five years term commencing
from the conclusion of the 28^th Annual General Meeting of the Company till the conclusion of the 33^rd Annual
General Meeting for the Financial year 2026-27 to be held in the calendar year 2027 at the remuneration as fixed
between the Board of directors and the Statutory Auditors of the Company. The Company has received a declaration
from the Statutory Auditors that they are eligible to be appointed as the Statutory Auditors of the Company from the
conclusion of the ensuing 31^st Annual General Meeting till the conclusion of the next 32^nd Annual General Meeting of
the Company for the Financial year 2025-26, that they are not disqualified under Section 140 and 141 of the
Companies Act, 2013.The Board recommend to the members to approve the Statutory Auditors'' Independent Audit
Report on the financial Statements along with the notes on the accounts for the Financial year ended on 31st March,
2025 at this 31st Annual General Meeting.

• AUDIT QUALIFICATION:

The notes on financial statement referred to in the auditor''s report does not contain any qualification, reservation or
adverse remarks and are self-explanatory and do not call for any further explanation/comment from the board.

• ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the Extract of Annual Return in the form of MGT-7(Draft) is
uploaded on the website of the Company www.mehtasecurities.com

• DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

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

• SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014, the Board of Directors had appointed M/s. Rohit Bajpai, Practicing Company
Secretaries, (FRN : M. No. 18490 & COP No. 6559), Ahmedabad, as Secretarial Auditors of the Company for FY 2024-25.
The Secretarial Audit Report for FY 2024-25 is annexed herewith as Annexure-B. There are no adverse observations in
the Secretarial Audit Report which call for explanation.

Further, your directors have approved appointment of M/s. Rohit Bajpai, Practicing Company Secretaries, (FRN : M. No.
18490 & COP No. 6559), Ahmedabad, as Secretarial Auditors of the Company for a term of five consecutive years from
FY 2025-26 to FY 2029-30 at a remuneration as may be determined by the Members of the Company at the ensuing 31^st
Annual General Meeting of the Company pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

• INTERNAL AUDITORS :

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company had
appointed M/s. P.P. Patel & Brothers, Chartered Accountants (FRN: 107743W, Himatnagar, as an Internal Auditors of the
Company for the FY 2024-25.

• COST AUDITORS :

The Company was not required to maintain cost records and appoint Cost Auditor as specified by the Central
Government under Section 148(1) of the Companies Act, 2013.

• MANAGEMENT DISCUSSION AND ANALYSIS :

The report on Management Discussion and Analysis is annexed to this Report as Annexure-C.

• BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as stipulated under Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company for the FY ended 31^st March, 2025.

• SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY:

We are continuously striving to promote better and more effective sustainability policy and practices. In order to
ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts
through technology innovation and effective communication and transparency.

Further, the Company considers CSR as part of its activity and believes that it is imperative for the growth of the
country and Company. The Company is not required to constitute Corporate Social Responsibility Committee of Board
under Section 135(1) of Companies Act, 2013.

• BOARD MEETINGS:

The Board of Directors met 6 (Six) times during the Financial Year 2024-25 are given here below :

Sr. No.	Date	Directors present
1.	29-05-2024	4
2.	12-08-2024	4
3.	06-09-2024	4
4.	14-11-2024	4
5.	03-02-2025	3
6.	14-02-2025	4

The Composition of the board and details of attendance of the members at the board meetings during the Financial
Year 2024-25 are given here below:

Sr. No.	Name of Director	Board Meetings
		Held	Attended
1.	Bhavna D. Mehta (C&MD)	6	6
2.	Chirag D. Mehta(Ceased due to death on 02.01.2025)	4	4
3.	Sarvadaman R. Bhatt	6	6
4.	Shrikant S. Kolhar	6	6
5.	Dhaval D. Sheth (Appointed as Add. Director on 14.02.2025)	1	1

The Board of Directors of the Company reconstituted its board on cessation of Chirag D. Mehta due to sudden death
on 02.01.2025 and appointment of new Additional Director (NE & NI) on the board on 14.02.2025.

• AUDIT COMMITTEE MEETINGS:

During the year under review, Audit Committee met 6 (Six) times on the dates as follows:

Sr. No.	Date	Members present
1.	29-05-2024	3
2.	12-08-2024	3
3.	06-09-2024	3
4.	14-11-2024	3
5.	03-02-2025	3
6.	14-02-2025	3

The Composition and details of attendance of the members at the Audit Committee meetings during the year are given
below:

Sr. No.	Name	Category	No. of Meetings during the year
			Held	Attended
1.	Bhavna D. Mehta (C & MD) Member- W.e.f. 03.02.2025)	Executive and Non Independent	2	2
2.	Chirag D. Mehta(Ceased as member due to death on 02.01.2025)	Non-Executive Director	4	4
3.	Sarvadaman R. Bhatt	Independent Director	6	6
4.	Shrikant S. Kolhar	Independent Director	6	6
5.	Dhaval D. Sheth(Appointed as Add. Director(NE& NI) W.e.f. 14.02.2025	Additional (Independent) Director	0	0

• The Audit Committee is duly constituted in accordance with the requirements of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of the Company is the
Secretary for the Audit Committee of the Board. The Audit Committee of the Board reconstituted on cessation of
Chirag D. Mehta due to sudden death on 02.01.2025 and inclusion of two members as committee members during the
FY 2024-25.

• NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

There were appointment/reappointments and cessation due to death of directors /KMPs during the financial year 24¬
25 under review, accordingly changes in the constitution of the NRC during the financial year 24-25. Nomination and
Remuneration Committee met 3 (Three) times during the FY 2024-25 on the following dates to appoint
directors/KMPs and to review the performance evaluation of the directors and independent directors and Chairperson
of the Company as follows:

During the year FY 2024-25 under review, Nomination & Remuneration Committee met 3 (Three) times on the dates
as follows:

Sr.	Date	Members
No.		Present
1.	06-09-2024	3
2.	03-02-2025	3
3.	14-02.2025	3

The Composition of the Nomination & Remuneration Committee and details of attendance of the members at the
committee meetings during the financial year 2024-25 year are given below:

Sr. No.	Name	Category	No. of Meetings during the year
			Held	Attended
1.	Bhavna D. Mehta (C&MD) Member- W.e.f. 03.02.2025)	Executive and Non Independent	2	2
2.	Chirag D. Mehta	Non-Executive Director(Ceased as member due to death on 02.01.2025)	1	1
3.	Sarvadaman R. Bhatt	Independent Director	3	3
4.	Shrikant S. Kolhar	Independent Director	3	3
5.	Dhaval D. Sheth ( W.e.f. 14.02.2025)	Additional (Independent) Director	0	0

• The Nomination & Remuneration Committee is duly constituted in accordance with the requirements of Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of
the Company is the Secretary for the Nomination & Remuneration Committee of the Board. The Nomination &
Remuneration Committee of the Board reconstituted on cessation of one director member and inclusion of two
directors as members during the FY 2024-25.

• STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:

During the year the Stakeholders'' Relationship Committee met 5 (Five) times on the dates as follows during the
financial year 2024-25.:

Sr. No.	Date	Members present
1.	29-05-2024	3
2.	12-08-2024	3
3.	14-11-2024	3
4.	03-02-2025	3
5.	14-02-2025	3

The composition of the Stakeholders'' Relationship Committee and details of meetings attended by the members
during the Financial Year 2024-25 are given below:

Sr. No.	Name	Category	No. of Meetings during the year
			Held	Attended
1.	Bhavna D. Mehta (C&MD) Member- W.e.f. 03.02.2025)	Executive and Non Independent	2	2
2.	Chirag D. Mehta	Non-Executive Director(Ceased as member due to death on 02.01.2025)	3	3
3.	Sarvadaman R. Bhatt	Independent Director	5	5
4.	Shrikant S. Kolhar	Independent Director	5	5
5.	Dhaval D. Sheth	Additional (Independent) Director(W.e.f. 14.02.2025)	0	0

• The Stakeholders'' Relationship Committee is duly constituted in accordance with the requirements of Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of the
Company is the Secretary for Stakeholders'' Relationship Committee of the Board. The Stakeholders'' Relationship
Committee of the Board reconstituted on cessation of one director member and inclusion of two directors as
members during the FY 2024-25.

• INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on 14.02.2025 without the attendance of Non-Independent Directors and members of
the Management during the FY 2024-25. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the
views of Executive Directors and Non-Executive Directors and 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.

• EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS :

The Evaluation of Board, its Committees and Individual Directors was carried out as per the process and criteria laid down
by the Board of Directors.

One of the Independent Director obtained and consolidated feedback from all Directors. Based on the feedback, the
Board expressed satisfaction with the overall functioning of the Board, the Committees and performance of the
Directors.

• SECRETARIAL STANDARDS

The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 have been duly followed by the Company.

• DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016:

There was no application made or proceedings pending under Insolvency and Bankruptcy Code, 2016 during the
period under review.

• POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company''s policy on Directors'' appointment and remuneration and other matters provided in section 178(3) of
the Companies Act, 2013 is available on the website of the Company at www.mehtasecurities.com.

• VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, a Vigil Mechanism has been established for Directors and
employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of
the Company''s Code of Conduct or Ethics Policy. The said policy is uploaded on the website of the Company at
www.mehtasecurities.com.

• INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of Internal Financial Control and their adequacy are included in the Management Discussion &
Analysis Report, which form part of this report.

• RISK MANAGEMENT:

The Company is not statutorily required to form Risk Management Committee. However, the Audit Committee of the
Company evaluates the risk management system regularly.

• COMMITTEES OF BOARD:

Details of various Committees constituted by the Board of Directors and changes during the year under review as per
the provisions of applicable Sections and Provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are given elsewhere in this report. Mr. Chirag D. Mehta Ceased as
Director and Member on 02.01.2025 due to sudden death and in his place Mr. Dhaval D. Sheth was Appointed as
Additional Director and member during the FY 2024-25 thereby reconstituting the three committees of the Board with
effect from 03.02.2025 and 14.02.2025 during the FY 2024-25.

• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

During the year under review, your Company has not made any Loans and Advances in the nature of Loans to
Subsidiaries or to Firms/Companies in which directors are interested. Hence disclosure pursuant to Regulation 34(3)
read with part A of Schedule V of the Listing Regulation is not required. It also has not given any Guarantees or made
Investments in excess of the limits within the meaning of Section 186 of the Companies Act, 2013.

• STATEMENT ON DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet
with the criteria of Independence provided in 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may
affect their status as Independent Director during the year.

• DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of the
provisions of Chapter V - Acceptance of Deposits by Companies read with rules thereto.

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

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the
going concern status of the Company and the Company''s future operations.

• DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors, Company''s equity shares are made available for
dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited
(NSDL) and Central Depository Service Limited (CDSL).

SEBI has recently mandated furnishing of Permanent Account Number (PAN), KYC details (i.e. Postal Address with pin
code, email address, mobile number, bank account details) and nomination details by holders of securities. Effective
from January 01, 2022, any service requests or complaints received from the Member will not be processed by RTA till
the aforesaid details/documents are provided to RTA. On or after April 01, 2023, in case any of the above cited
documents/details are not available in the Folio(s), RTA shall be constrained to freeze such Folio(s). SEBI vide its
circular dated 17.11.2023 reference to term "freezing"/"frozen" has been delated and referral of folios by the RTA /
Listed Company to the administering authority under the Benami Transactions Prohibitions)Act, 1988 and/or
Prevention Money Laundering Act, 2002 have been done away with.

• DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, state the following:

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

b) that such accounting policies have been selected and applied consistently and judgments and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
31^st March, 2025 and of the Loss of the Company for the year ended on that date;

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

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

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

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

• PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming
part of this Report as Annexure D.

• PARTICULARS OF EMPLOYEE IN TERMS OF SUB-SECTION 12 OF SECTION 197 OF THE COMPANIES ACT, 2013 READ
WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014:

There was no employee of the Company employed throughout the financial year with salary above Rupees One Crore
Two Lacs per annum or employed in part of the financial year with an average salary above Rupees Eight Lacs Fifty
thousand per month.

Further, there is no employee employed throughout the financial year or part thereof, was in receipt of remuneration
in aggregate, in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by
himself or along with his spouse and dependent children, not less than two per cent (2 per cent) of the equity shares
of the Company.

• CORPORATE GOVERNANCE:

The new Listing Regulations has provided exemption under regulation 15(2)(a) from applicability of Corporate
Governance provisions as specified in regulations 17 [17A], 18, 19, 20, 21, 22, 23, 24 [24A], 25, 26, 27 and clause (b) to
(i) [and (t) ] of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V in respect of listed entities having
paid-up Equity share Capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore as
on the last day of the previous financial year 2023-24.

Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a) and therefore, not required
mandatorily to comply with the said regulations.

The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of
Schedule V to the Listing Regulations.

However, pursuant to Regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
notwithstanding sub-regulation (2) of regulation 15, the provisions of Companies Act, 2013 shall continue to apply,
wherever applicable.

The certificates required under Schedule V (E) of the Listing Regulations, regarding compliance of conditions of
Corporate Governance is annexed to this report as Annexure-E.

• CERTIFICATE FROM PRACTICING COMPANY SECRETARY REGARDING NON-DEBARMENT AND
NON-DISQUALIFICATION OF DIRECTORS:

The Company has obtained a certificate from CS Rohit Bajpai, Practicing Company Secretary confirming that none of
the Directors on the board of the Company have been debarred or disqualified from being appointed or continuing as
director of the Company by the Securities and Exchange Board of India and Ministry of Corporate Affairs or any such
authority. The said certificate is annexed as -Annexure-F and forms part of this Annual Report.

• DEMAT SUSPENSE ACCOUNT:

There are no shares in Demat Suspense/Unclaimed Suspense Account.

• PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

No complaint has been brought to the notice of the Management during the year ended 31^st March, 2025.

• DIRECTOR''S DISQUALIFICATION :

All the directors of the company have confirmed that they are not disqualified from being appointed as directors in
term of Section 164 of the Companies Act, 2013

• DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016 :

There was no application made or proceedings pending under Insolvency and Bankruptcy Code 2016 during the period
under review.

• DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WITH TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

No such incidence took place during the year.

• FINANCIAL YEAR ALIGNED WITH THE REQUIREMENTS OF COMPANIES ACT, 2013 :

The Company has aligned the period of financial year to commence from 1^st April and end on 31^st March every year in
compliance with the requirement of section2(41) of the Companies Act 2013.

• REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and / or Board under Section 143(12) of the Act and the rules made there under.

• ACKNOWLEDGEMENT:

The Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication
shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to
the successful management of the Company''s affairs.

The Directors also take this opportunity to thank all the Stakeholders, Investors, Clients, Banks, Government,
Regulatory Authorities and Stock Exchange for their continued support.

For and on behalf of Board of Directors,

Mehta Securities Ltd.

Sd/- Sd/-

Place: Ahmedabad Bhavna D. Mehta Dhaval D. Sheth

Date: 06^th September, 2025 (Chairperson & Managing Director) (Director)

(DIN: 01590958) (DIN: 02418261)

---

Dec 31, 2014

Dear members,

The Directors have pleasure in presenting the 21st Annual Report of the Company along with Audited Accounts for the year ended 31st December, 2014.

* FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on 31st December 2014, as compared to the previous year are summarized below: -

(Rs. In Lacs) 31/12/2014 31/12/2013

Total Income 98997.23 58884.42

Profit/ (Loss) before Taxation 69.28 0.09

Less: Depreciation 12.83 6.17

Profit/ (Loss) before Taxation 56.45 (6.08)

Provision for Income Tax NIL NIL

Net Profit/(Loss) After Tax 56.45 (6.08)

Transfer to General Reserve 56.45 (6.08)

Proposed Dividend 00.00 00.00

The total net income of the Company during the year was Rs. 98997.23 lacs against Rs. 58884.42 lacs in the previous financial year. The total expenditure during the year was Rs 98940.78 lacs against Rs. 58890.50 lacs in the previous year. The Profit/(Loss) after tax for the year under review at Rs. 56.45 lacs was likewise higher than that of the previous year of Rs. (6.08) lacs. The Directors trust that the shareholders will find the performance of the company for financial year 2014 to be satisfactory. The Earning Per Share (EPS) of the company is Rs. 1.83 per share.

However, with a view to plough back the profits and to cater the growing need of funds for business operations, your Board of Directors have decided not to recommend a dividend on Equity Share for the year under review.

* BUSINESS OPERATIONS AND FUTURE OUTLOOK:

The Company is essentially concentrating on broking activities, advisory and consultancy assignments in capital markets. The company is investing its funds in the capital market and other financial instruments in view of the long term prospects of the Indian economy and the Company is confident that it would be able to take advantage of emerging opportunities in the coming years.

* DIRECTOR:

Mrs. Bhavna D. Mehta (DIN- 1590958), Director of the Company retires from office by rotation in accordance with the requirement of the Companies Act, 2013 and being eligible, offers herself for reappointment.

Mrs. Bhavna D. Mehta (DIN- 1590958) was the Director of company. The Nomination and Remuneration Committee at its meeting convened 28th February, 2015, recommended re-appointment of Mrs. Bhavna D. Mehta as Managing Director of Company to hold office for a period of five years from 28th February,2015 on the terms and condition more particularly mentioned in the above resolution. The board of directors at its meeting held on 28th February, 2015 also approved the same subject to the approval of members.

* PERTICULARS OF EMPLOYEES :

The Company has no employees of the categories specified in Section 217 (2A) of the Companies Act, 1956.

* PARTICULARS OF CONSERVATION OF ENERGY ETC.:

The company has no manufacturing activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

* APPOINTMENT OF INDEPENDENT DIRECTORS:

In line with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchange, the Company had appointed Mr. Ramnik D. Sojitra and Mr. Upen P. Parekh as Independent Directors of the Company. As per section 149(4) of the Companies Act, 2013, every listed public company is required to have atleast one-third of total number of Directors as Independent Directors. Such Directors will be appointed for a fixed term of upto 5 (five) years and will not be liable to retire by rotation. In order to meet these requirements, the Director is appointed as an Independent Director for a fixed tenure as mentioned in the notice of forthcoming Annual General Meeting (AGM) of the Company.

The company has received a declaration confirming that they meet with the criteria of Independence from the Independent Director as prescribed under section 149(6) of Companies Act, 2013.

* RELATED PARTY TRANSACTIONS:

The company has given loans, guarantees and made investments as authorized and prescribed under law u/s 186 as well section 188 of Companies Act, 2013, the resolution for which has been proposed in the notice of an ensuing Annual General Meeting (AGM) and the disclosure of which has been made in the Notice of an ensuing Annual General Meeting and notes to Financial Statements as per Accounting Standard- 18.

* AUDITORS:

M/s. Dinesh K. Shah & Co. Chartered Accountants, hold office till the conclusion of ensuring Annual General Meeting and having received the required certificate u/s 141(3)(g) of the Companies Act, 2013 are eligible for reappointment from the conclusion of this Annual General Meeting till the conclusion of 26th Annual General Meeting under the provisions of Section 139 and other applicable provisions and rules thereto if any, of the Companies Act, 2013. The board recommends the reappointment and requests the members to fix their remuneration. The notes on financial statement referred to in the auditor''s report are self explanatory and do not call for any further explanation/comment from the board.

* SECRETARIAL AUDIT REPORT:

Pursuant to General Circular 08/2014 under Ref.No. 1/19/2013-CL-V issued by Ministry of Corporate Affairs, it was notified that Board''s Report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions / schedules / rules of the Companies Act,1956 and that in respect of financial years commencing on or after 1st April,2014,the provisions of the new Act shall apply. However, your company has as a good corporate practice in accordance with section 204(1) of Companies Act, 2013 annexed with its Board''s Report a secretarial audit report given by a company secretary in Practice in prescribed form.

* PUBLIC DEPOSITS:

The company does not take any deposits from public. There was no Deposits unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st December 2014.

* CORPORATE SOCIAL RESPONSIBILITY:

The company considers CSR as part of its activity and believes that it is imperative for the growth of the country and company. Your company is not required to constitute Corporate Social Responsibility Committee of Board under Section 135(1) of Companies Act, 2013.

* REPORTING ON SUSTAINABILITY:

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

* DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors, company''s equity shares are made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

* DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:-

a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st December, 2014 and of the Profit of the Company for that year.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st December, 2014 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company, and for prevention and detection of fraud and other irregularities.

d) That the directors have prepared the annual accounts on an ongoing concern basis.

e) That the Directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

f) 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.

* LISTING:

The equity shares of the company are listed on Bombay Stock Exchange (BSE code: 511738)

The company is generally regular in payment of Annual Listing Fees. The company has paid listing fees for the year 2014-2015 to Bombay Stock Exchange.

* CORPORATE GOVERNANCE:

A detailed section on the code of Corporate Governance forms part of the Annual Report. Requisite Certificate from the Auditor of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report of Corporate Governance.

* ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company''s affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

On behalf of Board of Directors:

Place: Ahmedabad Bhavna D. Mehta Date: 28th February, 2015 (Managing Director)

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Dec 31, 2013

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report of the Company on the business and operations of the company along with Audited Accounts for the year ended 31st DECEMBER 2013.

1. FINANCIAL RESULTS :

The financial results of the Company for the year ended on 31st DECEMBER 2013 as compared to the previous year are summarized below :-

(Rs. In Lacs) (Rs. In Lacs)

31/12/2013 31/12/2012

Total Income 58884.42 49926.00

Total Expenditure 58890.50 49918.18

Profit/(Loss) before Taxation (6.08) 7.82

Provision for Income Tax Nil Nil

Net Profit/Loss After Tax (6.08) 7.82

2. PERFORMANCE DURING THE YEAR :

During the year under review, the Company has a gross loss of Rs. 6.08 lacs due to certain economical and out of control factors. company will make efforts to make good the loss within reasonable time.

3. FUTURE OUTLOOK :

The local and Global economic indicators are improving,which is led by positive prospects in advanced economies. Despite a strengthening external demand, uncertainty continues to loom large on the economic, fiscal and current account horizon of some emerging economies owing to domestic fraglities. the global economic climate continues to be volatile, uncertain and prone to geo-political risks.

4. DIVIDEND :

In order to conserve resources the Board of Directors do not recommend dividend .

5. DIRECTOR :

In accordance with the requirement of companies Act 1956, Mr. Upen Parekh, director of the company retire by rotation at ensuing Annual General Meeting, and being eligible offer himself for re-appointment.

6. PARTICULARS OF EMPLOYEES :

The Company has no employees of the category specified in Section 217 (2A) of The Companies Act, 1956.

7. PARTICULARS OF CONSERVATION OF ENERGY ETC :

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. is not applicable.

8. AUDITORS AND THEIR REPORT :

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

9. PUBLIC DEPOSITS :

There was no deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal as on 31st DECEMBER 2013.

10. DIRECTORS'' RESPONSIBILITY STATEMENT :

Your Director Confirm:-

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation.

(b) That accounting policies have been applied by them consistantly and made judgments and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profits of the company for that period.

(c) Proper and adequate care taken by the company as per the provision of the company''s Act 1956 to safeguard the assets of the company and has prevented the company from financial irregularities.

(d) That the Directors had prepared the Annual Accounts on an ongoing basis.

11. LISTING :

The equity shares of the Company are listed on The Bombay Stock Exchange Limited, Listing fees for the year 2013-14 have been duly paid.

12. CORPORATE GOVERNANCE:

The company has been observing the best corporate governance practices and benchmarking itself against each such practice on an ongoing basis. A separate section on corporate governance and a certificate from statutory auditors M/s. Dinesh K. Shah & Co., Charterd accountants( Membership no. F-010477) regarding compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the listing agreements with the stock exchanges form part of this annual report.

13. ACKNOWLEDGMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, which have contributed to the successful management of the Company''s affairs.

PLACE : AHMEDABAD. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS DATE : 29/04/2014 sd/- (BHAVNA D. MEHTA) DIRECTOR

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Dec 31, 2012

To , The Members of MEHTA SECURITIES LIMITED,

Ahmedabad.

The Directors have pleasure in presenting the 19th Annual Report of the Company along with Audited Accounts for the year ended 31ST DECEMBER 2012.

1. FINANCIAL RESULTS :

The financial results of the Company for the year ended on 31ST DECEMBER 2012 as compared to the previous year are summarized below :-

(Rs. In Lacs) (Rs. In Lacs) 31/12/2012 31/12/2011

Total Income 49926.00 20481.30

Total Expenditure 49918.19 20566.62

Profit/(Loss) before Taxation 7.82 (46.98)

Provision for Income Tax Nil Nil

Net Profit/Loss After Tax 7.82 (46.98)



2. PERFORMANCE AND FUTURE OUTLOOK :

During the year under review, the Company has a gross income of Rs. 7.82 lacs.

The Company has during the year under review, provided appropriate amount towards increase in investments value, which has resulted into Profit. The indian economy shows promise of growth and development in the capital market.

3. DIVIDEND :

In order to conserve resources the Board of Directors do not recommend dividend .

4. DIRECTOR :

One of your Directors viz. Mr. R. D.Sojitra retires from office by rotation in accordance with the requirement of The Companies Act, 1956. He however, being eligible, offers himself for reappointment.

5. PARTICULARS OF EMPLOYEES :

The Company has no employees of the category specified in Section 217 (2A) of The Companies Act, 1956.

6. PARTICULARS OF CONSERVATION OF ENERGY ETC :

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. is not applicable.

7. AUDITORS AND THEIR REPORT :

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

8. PUBLIC DEPOSITS :

There was no deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal as on 31st DECEMBER 2012.

9. DIRECTORS’ RESPONSIBILITY STATEMENT :

Your Director Confirm:- (a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation.

(b) The application of certain accounting standards by the Directors has lead the company to acquire smooth progress at the end of the financial year ended as on 31st December 2012.

(c) Proper and adequate care taken by the company as per the provision of the company’s Act 1956 to safeguard the assets of the company and has prevented the company from financial irregularities.

(d) That the Directors had prepared the Annual Accounts on an ongoing basis.

10. LISTING :

The equity shares of the Company are listed on The Bombay Stock Exchange Limited, Listing fees for the year 2012-13 have been duly paid.

11. CORPORATE GOVERNANCE:

A detailed section on the code of Corporate Governance forms part of the Annual Report.

12. ACKNOWLEDGMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, which have contributed to the successful management of the Company’s affairs.

PLACE : AHMEDABAD. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

DATE : 29/04/2013

sd/-

(BHAVNA D. MEHTA)

DIRECTOR

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Dec 31, 2008

The Directors have pleasure in presenting the 15th Annual Report of the Company along with Audited Accounts for the year ended 31 ST DECEMBER 2008. 1. FINANCIAL RESULTS :

The financial results of the Company for the year ended on 31ST DECEMBER 2008 as compared to the previous year are summarized below :-

(Rs. In Lacs) 31/12/2008 31/12/2007

Total Income 6981.72 4896.77 Total Expenditure 7027.72 4905.25 Profit/(Loss) before Taxation (46.00) (8.48) Provision for Income Tax Nil Nil Net Profit/Loss After Tax (46.00) (8.48)

2. OVERALL REVIEW OF PERFORMANCE :

The operations of the Company have improved moderately in spite of several organizational and market related issues.

During the year under review, the Company has a gross income of Rs. 6981.72 Lacs.

Simultaneously, during the year under review, as well as historically the Company has provided substantial amount towards decrease in investments value, which has resulted into loss of 46 lacs.

3. DIVIDEND :

In view of the loss, the Board of Directors do not recommend dividend .

4. BUSINESS OPERATIONS AND FUTURE OUTLOOK :

The business of the Company is being affected by several external factors, which are beyond the control of the Company. Some of them are fluctuating market conditions, political situation, government control etc. But looking to the structural changes that have taken place in the economic environment, the future of the Company and the area in which the Company carries on Its business is bright. The company is exploring various initiatives relatirtgto the capital market.

5. DIRECTOR;

One of your Directors viz. Mr. Upen Parekh retires from office by rotation in accordance with the requirement of The Companies Act, 1956. He however, being eligible, offers himself for reappointment.

6. PARTICULARS OF EMPLOYEES :

The Company has no employees of the category specified in Section 217 (2A) of The Companies Act, 1956.

7. PARTICULARS OF CONSERVATION OF ENERGY ETC :

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. is not applicable.

8. AUDITORS AND THEIR REPORT :

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for re-appointment. Board recommends the reappointment and requests the members to fix their remuneratiori.

9. PUBLIC DEPOSITSi :

There was no deposit unclaimed or unpaid by the Company after the date on which jt has.become due for payment or renewal as on 31st DECEMBER 2008.

10. DIRECTORS RESPONSIBILITY STATEMENT :

Your Director Confirm:-

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation.

(b) That the Directors had selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31s DECEMBER 2008 and of the Profit of the Company for that year.

(c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31 ST DECEMBER 2008 in accordance with the provision of The Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

(d) That the Directors had prepared the Annual Accounts on an ongoing basis.

11. LISTING :

The equity shares of the Company are listed on The Stock Exchange of Mumbai, Listing fees for the year 2008-09 have been duly paid.

12. CORPORATE GOVERNANCE:

A detailed section on the code of Corporate Governance forms part of the Annual Report.

13. ACNOWLEDGEMENT:

Your Directors take,this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, which have contributed to the successful management of the Companys affairs.

PLACE : AHMEDABAD. FOR AND ON BEHALF OF THE BOARD OF DJRECTORS DATE : 29/04/2009 (BHAVNA D. MEHTA) DIRECTOR