Bobcaps 28th Annual Report Fy23 24

Annual Report 2023-24
CONTENTS
3 Chairman’s Message
6 Details of Directors
10 Notice of Annual General Meeting
12 Directors’ Report
22 Corporate Governance Report
31 Annexure – I Extract of Annual Report in Form MGT-9
39 Annexure – II Secretarial Auditors Report
44 Annexure – III Report on Corporate Social Responsibility Activities
46 Statutory Auditor’s Report
59 Comment of Comptroller and Auditor General of India under Section 143(6) (B) of
Companies Act, 2013 on the financial statements of BOB Capital Markets Limited for
the year ended March 31, 2023
Annual Accounts for the year ended 31st March 2024
60 a. Balance Sheet as at 31st March 2024
61 b. Profit and Loss Account for the year ended 31st March 2024
62 c. Cash flow Statement for year ended 31st March 2024
63 d. Schedules forming part of Balance Sheets
74 e. Schedules forming part of Profit and Loss Account
76 f. Notes forming part of Annual Accounts
5 I BOB CAPITAL MARKETS LIMITED

Our Board of Directors
Shri. Debadatta Chand - Chairman

(DIN : 07899346)
Shri Debadatta Chand is Managing Director & Chief Executive Officer of Bank of Baroda. Shri Chand is a B.
Tech, MBA, CAIIB qualified Banker with PG Diploma in Equity Research and Certified Portfolio Manager.
He has over 28 years of experience in Commercial Banks and Developmental Financial Institution. He started
his career in Allahabad Bank as Officer in 1994 and subsequently worked as Manager in Small Industries
Development Bank of India [SIDBI] from 1998 to 2005. He joined Punjab National Bank in the year 2005 as
Chief Manager, rose to the level of Chief General Manager. Prior to joining Bank of Baroda as an Executive
Director, he was heading Mumbai Zone as CGM, PNB.
During his long stint in the Banking Industry, he gained varied exposures in all important spheres of operational
and strategic Banking with special expertise in Treasury & Investment Banking and Market Risk Management.
He successfully handled the responsibilities such as Head of Zonal Audit Office, Patna, Circle Head of
Bareilly, Head of Integrated Treasury Operation of the Bank and Zonal Head of Mumbai Zone – one of the
Biggest Zones of the Bank.
He was also on the Board of PNB Principal Mutual Fund, SWIFT India Pvt. Ltd and many of the Private Equity
funds ex-officio in India and also in one of the overseas subsidiaries of the Punjab National Bank.
Shri Debadatta Chand has been appointed as a Chairman of the Company with effect from 3rd July 2023.
Shri Lalit Tyagi – Director

(DIN 08220977)
Shri Lalit Tyagi, having started his career as Probationary Officer in Bank of Baroda in 1996, has over 26
years of rich experience in various spectrum of commercial banking, particularly, in Corporate Finance, Risk
Management, International Banking and Administrative Roles. He has been a field banker having vast
experience of working in different branches/offices in India and abroad, including two stints in Bank’s overseas
operations; viz. Brussels, Belgium and New York, USA.
He has successful experience of leading Bank’s important units such as Regional Head of Bangalore Region,
General Manager & Branch Head of Bank’s largest Corporate Financial Services Branch, Mumbai and Chief
General Manager (chief Executive) of Bank’s largest overseas territory US operations, New York.

Prior to his appointment as Executive Director of Bank of Baroda on 21st November 2022, he was the Chief
Executive of Bank’s US operations, New York. He also served as Director in Canbank Computer Services Ltd
(CCSL – a wholly owned subsidiary of Canara Bank) and Non-Executive Chairman of Bank of Baroda (Guyana)
Inc.
Shri Ravindra Singh Negi – Director

(DIN : 08248608)
Shri Ravindra Singh Negi is a Bachelor in Arts with PGDBF (NIBM) and FRM (GARP) qualifications.
Mr. Negi is a career Banker with over 24 years of rich and diverse experience at Bank of Baroda. He brings
deep expertise and experience in the field of Risk Management, Treasury, Corporate Credit, Retail Credit,
International Banking, General Branch Banking and Retail Liabilities to our Board. Presently, he is a Chief
General Manager, Risk Management at Bank of Baroda. Previous to this he was heading one of the largest
Zone of the Bank as Zonal Head of New Delhi Zone.
Prior to his role as Zonal Head New Delhi, he was involved in the BOB NOWW, a largest transformation
Project of the Bank covering Corporate Credit, MSME Credit, Retail Credit Agri Credit, Collections, Wealth
Management, etc.
He is having rich experience in Risk Management for over 11½ years, he was Deputy Chief Risk Officer (Dy.
CRO) for over 2 years to the Bank of Baroda’s Global Operations, Chief Risk Officer(CRO) for Bank’s GCC
operations based in Dubai, UAE and headed Banks’ Global Mid Office (Treasury) for 2 years.
Mrs. Rajeshree Sabnavis - Independent Director

(DIN : 06731853)
Mrs. Rajeshree Sabnavis is a Graduate in Commerce, with Professional Qualification of Chartered Accountant
and Company Secretary.
Mrs. Rajeshree Sabnavis is the founder of her firm and promoter of Rsva solutions Private limited. She
focuses on building businesses and has been engaged with entrepreneurs and companies scale up. With
her experience on transfer pricing and transaction tax matters she has advised clients on cross border
acquisitions and implement India business strategy for multinationals.

Mrs. Rajeshree Sabnavis is Chair, Direct Taxation Committee with the Bombay Chamber of Commerce and
in this capacity, she has represented India business Houses and Multinationals on various tax issues before
the Central Board of Direct Taxes. She is also a charter member of TIE Mumbai a global non-profit venture
devoted to entrepreneurs. She was also appointed as a Shareholder Director on Bombay Stock Exchange
from 04.09.2015 to 15.07.2019.
Mrs. Rajeshree Sabnavis was appointed as Independent Director on 06.05.2017 and completed her first
five-year term on 05.05.2022. The Board of Directors have re-appointed her as an Independent Director
with effect from 06.05.2022 for subsequent period of five years upon the recommendation of Nomination
and Remuneration Committee.
Shri Arvind Mahajan – Independent Director

(DIN: 07553144)
Shri Arvind Mahajan holds a B.Com. (Hons) degree from Shriram College of Commerce, Delhi University and
has a Post Graduate Diploma in Management from IIM, Ahmedabad. He is a Fellow of the Institute of
Management Consultants of India and has attended management development programmes of Michigan
Business School and Harvard Business School.
He had more than 40 years’ experience in management consulting & industry. His management consulting
experience has included more than 22 years as partner with AF Ferguson & Co, Price Waterhouse Coopers,
IBM Global Business Services and most recently with KPMG. His industry experience was with Procter and
Gamble in financial management and management reporting.
His specialization is in advising CEOs & Boards in area of business strategy & helping “make strategy
happen” through growth & transformation initiatives. He also has strong background in corporate finance,
enterprise risk management & people and change. His clients have included some of India’s leading business
groups and MNCs as well as government organizations including PSUs.
After retirement from KPMG, he has recently joined the Boards of Force Motors Limited and HDFC ERGO
General Insurance Company. He is also on the Advisory Boards of Shakti Sustainable Energy Foundation
and Adani Institute of Infrastructure.
Shri Arvind Mahajan was appointed as Independent Director on 15.09.2017 and would be completing his
first five-year term on 14.09.2022. The Board of Directors have re-appointed him as Independent Director
with effect from 15.09.2022 for subsequent period of five years upon the recommendation of Nomination
and Remuneration Committee.

Shri Sanjeev Dobhal – Managing Director and Chief Executive Officer

(DIN : 10055078)
Shri Sanjeev Dobhal is appointed as Managing Director and Chief Executive Officer of the Company with
effect from July 25, 2023.
Shri Sanjeev Dobhal is a Master in Science with professional Qualification of CAIIB. Shri Sanjeev Dobhal is
a career Banker having experience of around 30 years since he joined Dena Bank in 1993. He joined Bank
of Baroda as General Manager on 1.4.2019. He was promoted to Chief General Manager on 1.8.2021.
Prior to joining Bank of Baroda, he served Dena Bank as General Manager from 1.3.2018 till 31.3.2019.
During his long career in the Bank, he handled a variety of functions. He worked as Branch Head, Secretary
to Board and was also looking after Business Process Engineering Projects, Planning Vertical, Wealth Vertical,
Facility Management, Zonal Head, etc. He also looked after Subsidiaries & JVs, Project BOBNOWW & Special
Projects and also headed Co-lending Vertical. He was also a member of various committees of Bank of
Baroda.
Shri Sanjiv Kumar Saraff – Joint Managing Director

(DIN : 09136947)
Shri Sanjiv Kumar Saraff has been appointed as Joint Managing Director of the Company w.e.f. April 2021.
Mr. Saraff has over 26 years of experience in Financial Services.
Prior to joining Bank of Baroda, he has worked with ICICI Group for 17 years in various roles encompassing
Investment Banking at ICICI Securities, Product & Distribution at ICICIdirect and Private Banking & Retail
Banking at ICICI Bank. He has also been a VC nominee Director on boards of several companies.
He is an MBA from Delhi University and commerce graduate from St. Xavier’s College, Calcutta University.
He has been an active committee member of CII, Indian Merchants Chambers and Founder-mentor of CII’s
Young Indians.
His areas of specialisation include Investment Banking, Retail Banking, Wealth Advisory, Broking & Distribution,
Venture Capital & Fintech.

NOTICE FOR THE 28th ANNUAL GENERAL MEETING OF

BOB CAPITAL MARKETS LIMITED
NOTICE is hereby given that the 28th Annual General Meeting of the Members of BOB Capital Markets
Limited will be held on Monday, 30th September 2024 at 11.00 a.m. through Video Conferencing (“VC”) /
Other Audio Visual Means (“OAVM”), to transact the following businesses:
Ordinary Business:
1. To receive and adopt the Audited Balance Sheet as on 31st March 2024 and Profit and Loss Statement
for the year ended on that date and Report of the Board of Directors and Auditors and the comment of
the Comptroller and Auditor General of India thereon.
2. To appoint Statutory Auditors and determination of their remuneration by passing, with or without
modification(s), the following Resolutions as an Ordinary Resolution :
‘RESOLVED THAT, pursuant to the provisions of sections 139, 142 and other applicable provisions, if
any, of the Companies Act, 2013 read with companies (Audit and Auditors) Rules, 2014 (including any
statutory modifications or re-enactment thereof, for the time being in force, the Board of Directors of
the Company be and is hereby authorised to determine the remuneration of Statutory Auditors of the
Company appointed/reappointed by the Comptroller and Auditor General of India for the financial year
2024-25.’
BY ORDER OF THE BOARD OF DIRECTORS
Place : Mumbai Ajit Joshi

Date : 26 September 2024
th
Company Secretary

NOTES
a. The Ministry of Corporate Affairs (‘MCA’) has vide its General Circular No. 2/2022 dated May 5, 2022
read with General Circular Nos. 02/2021 dated January 13, 2021, 20/2020 dated May 5, 2020, 14/
2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 (‘MCA Circulars’) permitted holding of AGM
through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’), without the physical presence
of the Members at a common venue. In compliance with the provisions of the Act read with MCA
Circulars and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations’), the AGM of the Company will be held through VC/OAVM. The deemed venue for the
Twenty-Seventh AGM shall be the registered office of the Company, 1704, 17th Floor, Parinee Crescenzo,
B Wing, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.
b. In compliance with the aforesaid MCA and SEBI circulars, notice of the AGM is being sent through
electronic mode to members at email addresses registered with the Company. Members may note that
Notice will also be available on Company’s website.
c. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance
of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members
will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to
this Notice. However, Body Corporates are entitled to appoint authorised representatives to attend the
AGM through VC/OAVM and participate thereat and cast their votes.
d. The Register of Directors and Key Managerial Personnel and their shareholding maintained under
section 170 of Companies Act, 2013 (‘the Act’) and Register of Contracts or Arrangements in which
directors are interested maintained under section 189 of the Act will be available for inspection by the
members during the time of AGM.
e. The link to attend the AGM will be shared separately via email before the meeting. Notice of this AGM
will also be available on the website of the Company viz. http://www.bobcaps.in/.The Members can join
the AGM in the VC/OAVM mode ten minutes before the scheduled time of the commencement of the
Meeting.
f. Participation of Members through VC will be reckoned for the purpose of quorum for the AGM as per
section 103 of the Act.
The instructions for Members attending the AGM through VC/OAVM are as under:
The Members will be provided with a facility to attend the AGM through VC/OAVM through the Microsoft
Teams. The Members will be able to attend and participate in the proceedings of the AGM through a
live webcast of the meeting and cast their votes by show of hands on announcement by the Chairman.
BY ORDER OF THE BOARD OF DIRECTORS
Place : Mumbai Ajit Joshi

Date : 26th September 2024 Company Secretary

DIRECTORS’ REPORT
To the Members,
The Directors are pleased to present to you the 28th Annual Report along with the audited accounts of the
Company for the year ended 31st March 2024.
Financial Performance
The performance of the Company during the year is summarised as under:
(Rs. in lakh, except EPS)
Particulars Year ended March 31,
2024 2023
Total Revenue 4400.69 4708.36
Profit before depreciation and taxation (1627.8) 188.38
Less: Depreciation and amortisation 65.56 45.03
Profit before tax (1693.36) 143.35
Less: Provision for taxation and others (443.01) 18.44
Profit after tax (1250.35) 124.91
Interim Dividend 0.00 0.00
Proposed Final Dividend NIL 50.00
Profit after dividend carried to Balance Sheet (1250.35) 74.91
Earnings per share (basic) – (Rs.) (12.50) 1.25
Earnings per share (diluted) – (Rs.) (12.50) 1.25
Performance Review
The Company achieved total income of Rs. 4401 Lakhs in FY24 (Rs. 4708 Lakhs in FY23). Brokerage and
related income were at Rs. 1934 Lakhs (Rs. 1186 Lakhs in FY23), increase by 63% over previous financial
year. The Company booked fee-based income of Rs. 1580 Lakhs (Rs. 2756 Lakhs in FY23), lower by 43%
over previous financial year. Under performance of fee-based income was largely on account of Debt
Syndication & Restructuring mandates which witnessed a huge dip in current FY vs FY 23 and also on
account of rollover of IB Equity mandates to next FY.
Your Company’s business revenue stood at Rs 3514 Lakhs in FY24, lower by 11% over FY23. Total expenses
of Rs 6094 Lakhs increased by 34% YoY mainly due to an increase in technology and infrastructure-related
spends.
Your Company recorded a net loss of Rs (1250) Lakhs (previous year’s net profit of Rs.125 Lakhs). The
earnings per equity share (of face value Rs 100 per share) for the year stood at Rs (12.50) per share.

I. Investment Banking & Advisory Fees
(a) Investment Banking (Debt)

Investment Banking (Debt) booked a revenue of Rs.679 Lakhs in FY24 (Rs. 2341 Lakhs in
FY23), down by 71% out of which Debt Syndication Team contributed 69% of the IB Debt revenues
in FY24 at Rs.466 Lakhs. Debt Resolution earned a revenue of Rs. 213 Lakhs in FY24, down
from Rs. 2016 Lakhs in FY23.
During the year, Debt Syndication & DCM Team successfully worked on 11 transactions amounting
to cumulative debt of Rs. 5500 crores details are as under:
1. Downsell transaction of a large renewable asset
2. Debt arrangement for major sovereign fund for its Commercial Real Estate (CRE) asset
3. Debt Advisory for a large group for its greenfield port
4. Working capital solution for a large listed EPC player
5. DCM segment - Arrangers for 7 bond market deals
The Debt Resolution team closed 14 mandates. In a challenging environment for stressed assets
(wherein banks’ GNPAs and overall stress has reduced significantly over past 3 years), the
division achieved transaction-wise diversification – first successful RP advisory mandate, first
mandate in SARFAESI asset sale, first mandate as an advisor to bank for pooled asset sale, first
arbitration claims assessment transaction and first successful Swiss challenge against NARCL
offer. The team also added several new clients e.g. PNB, Indian Bank, IOB, IndusInd Bank and
Saraswat Bank during the year.
(b) Investment Banking (Equity)

Investment Banking (Equity) booked the total revenue of Rs. 901 Lakhs in FY24 which was
higher compared to Rs. 415 Lakhs in FY23. The division earned critical deal credentials by
successful closure of 6 mandates and achieved break-even for the year. On account of successful
deals, BOBCAPS has now been ranked amongst Top 15 Investment Bankers in India, for equity
mandates in IPO & OFS for the FY.
II. Brokerage and Related Income

(a) Institutional Broking and Institutional Research
Institutional Broking earned revenue of Rs.1031 Lakhs higher by 44% compared to Rs. 714
Lakhs in FY23. Further, Revenue contribution from IB equity deals was Rs 233 Lakhs as compared
to Nil in FY23 taking total revenue up 77% YoY at Rs 1263 Lakhs as compared to 714 Lakhs in
FY23. 4 New clients were empanelled and started trading during the year.
Investment Banking deal closures (like Brookefield REIT, IRM Energy IPO, and IREDA IPO) helped
gain traction with Institutional clients and establish our credentials as a Investment Banking deal
house.

(b) Retail Broking

Retail Broking has earned revenue of Rs.903 Lakhs, increased by 91% compared to Rs. 472
Lakhs in FY23. Retail Broking Team has shown significant growth over the past year. By the end
of FY24, the division have successfully expanded our client base to 2,08,768 with an impressive
growth of 108% compared to FY23 base. Monthly average revenue run-rate improved from an
average of Rs. 40 Lakhs in FY23 to over Rs. 1 Crore per month in Q4FY24.
Internal controls
Your Company has put in place adequate internal controls with reference to the financial statements. During
the year, such controls were tested and no reportable material weakness in the design or operation was
observed.
The Board has adopted policies and procedures, including Standard Operating Procedures and Risk Control
Measures for all departments, for ensuring the orderly and efficient conduct of its business, strictly adherence
to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting
mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable
financial disclosures.
Dividend
In view of the losses your Directors are not recommending any dividend for the year.
Capital structure
During the year under review, there has been no change in the Capital Structure of the Company and the
Company has not issued any equity shares with differential rights as to voting and/or dividend.
Closure of Share Transfer Books

The Register of Members and the Share Transfer Books of the Company will be closed from 23rd September
2024 to 30th September 2024 (both days inclusive) for the purpose of the 28th Annual General Meeting of the
Shareholders of the Company to be held on Monday, 30th September 2024.
Transfer to Reserves
Due to loss during the year, the Company has not transferred any sum to Statutory Reserve.
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of
the Companies Act, 2013 do not apply.
Future Business Plans

Retail Broking –
Retail participation has been steadily increasing across the financial spectrum as evidenced by rising
penetration of dematerialisation of shares and retail broking services across the country. Parallelly, the
affluent class is growing at a higher rate than the country’s overall population and new age investors are
entering the capital markets. Against this backdrop, it becomes important to expand our retail footprint. The
division has been investing in creating infrastructure and skillsets to broaden the retail broking business.

We expect FY 2024-25 to be a breakthrough year for the division as it is now ready to meaningfully expand
our retail broking client base with profitability.
Institutional Broking –
Focus in FY25 is to continue with the growth momentum in broking revenue and reaching break-even levels.
All round efforts to improve research productivity, and intensive marketing across both broking and IB deal
product would help deepen penetration into clients Key focus is to deepen client coverage across large
accounts as well as activating dormant accounts, new empanelments and ramping up derivatives business.
Higher share of IB Equity deals will also contribute to the division’s profitability.
Investment Banking (Equity) –

In FY 25 the division will continue to build on the momentum created and will endeavour to expand the deal
count, deal size and the fee pool. There is a healthy pipeline of mandates and the division plan to expand
our team and work towards improving our league table rankings.
Debt Resolution –
The division is looking forward to the year with continued efforts on resolution mandates regarding restructuring
under Prudential Framework and assisting lenders in Swiss challenge processes with respect to price
discovery against Anchor offer. The division also aims to make inroads in transactions involving acquisition
funding to Resolution applicants under insolvency process and assisting committee of creditors for evaluation
of resolution plans under IBC process which will firm up our bouquet of offerings. With increasing share of
retail assets in the overall stressed assets over recent years, the division is tapping this space on a portfolio
level. It is also adding more private sector banks, co-operative banks and ARCs to our list thus diversifying
our clientele. The division will continue supporting National Asset Reconstruction Company Ltd (NARCL) by
conducting Financial Due Diligence transactions and are actively pursuing debt resolution transactions with
India Debt Resolution Company Ltd (IDRCL).
Debt Syndication –
Private sector capital expenditure is expected to increase by 54% reaching Rs 2.45 lakh crore in FY24-25 as
against Rs 1.59 lakh crore in FY23-24 according to RBI. This significant rise is due to rising domestic
demand, improved corporate profitability, sustained credit demand, business optimism and government’s
focus on infrastructure development. The infrastructure sector, particularly roads, bridges and power,
accounted for largest share of capital expenditure reflecting the Government’s push for infrastructure
development.
Accordingly, the division is targeting companies incurring significant capex in sectors like Renewables, Roads,
Steel, Cement, Data Centers, Logistics & Warehousing etc. with syndication solutions. The division continues
to focus on facilitating Bank of Baroda in sourcing and downsell of large deals along with aggressive sourcing
of deals in mid-corporate segment.
Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditors have reported in
their Audit Reports, any instances of fraud committed against the Company by its officers or employees, the
details of which would need to be mentioned in this Board’s report.

Subsidiary Company
Your Company does not have any subsidiaries, joint ventures or associate companies.
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 the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015 (‘SEBI Listing Regulations’).
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the
basis of the criteria including 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 the criteria such as the composition of committees, effectiveness of committee
meetings, etc. The Board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to the Board
and committee meetings like preparedness on the issues to be discussed, meaningful role of and constructive
contribution and inputs in meetings. In addition, the Chairman was also evaluated on similar key aspects.
Meeting of Independent Directors

In a separate meeting of Independent Directors, without the attendance of Executive directors and members
of Management, performance of non-independent directors, performance of the board as a whole and
performance of the chairman was evaluated. The same was discussed in the board meeting that followed
the meeting of the independent directors, at which the performance of the board, its committees and individual
directors was also discussed. Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.
The Company has received the necessary declaration from each independent director under Section 149(7)
of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of
the Companies Act, 2013. In the opinion of the Board, the Independent Directors fulfill the conditions specified
in these regulations and are independent of the management.
Board of Directors
There were changes in the Board of Directors during the year 1st April 2023 to 31st March 2024, which are as
follows :
1. Shri Sanjiv Chadha resigned from the Board on 30th June 2023 due to his superannuation from Bank
of Baroda.
2. The Board of Directors appointed Shri Ravindra Singh Negi as Additional Director by the Board in the
155th Board Meeting held on 3rd July 2023.
His tenure as Additional Director was upto the date of Annual General Meeting, which was held on 26th
September 2023. In the AGM, Shri Ravindra Singh Negi was appointed as Director of the Company.

3. Shri Sunil Kumar Sharma, Managing Director & CEO tendered his resignation due to repatriation to
Bank of Baroda. The Board in the 156th meeting accepted his resignation.
4. The Board in its 156th meeting appointed Shri Sanjeev Dobhal as Additional Director and designated
him as Managing Director & CEO of the Company.
His appointment as Additional Director was upto the date of the AGM, which was held on 26th September
2023. In the AGM, Shri Sanjeev Dobhal was appointed as Director and designated as Managing Director &
CEO of the Company.
Committees of the Board

During the year, in accordance with the Companies Act, 2013, there are currently three committees of the
Board, as follows –
a. Audit Committee
b. Nomination and Remuneration committee
c. Corporate Social Responsibility Committee
Details of the Audit Committee, the Corporate Social Responsibility Committee and the Nomination and
Remuneration Committee are given in the section titled ‘Corporate Governance’ in this Report.
Corporate Social Responsibility

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of
the Board of Directors had framed the policy on Corporate Social Responsibility and the Projects and
Programmes undertaken by the Company during the year under review have been provided in Annexure-3
and forms part of this Report.
Annual General Meeting of shareholders

The 28th Annual General Meeting of shareholders is scheduled to be held on Monday, 30th September 2024
in Mumbai, as per details contained in the Notice sent to the shareholders. The agenda before the
shareholders includes –
1. Adoption of annual accounts and the reports of the auditors for the year ended 31st March 2024,
2. Determination of remuneration to statutory auditors appointed by the Comptroller and Auditor General
of India for the financial year 2024-25.
Alteration to Memorandum of Association

During the year under review, the Company has not made any changes in Memorandum of Association.

Extracts of the Annual Return

The extracts of Annual Return pursuant to the provisions of section 92(3) of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure I and
is attached to this Report.
Deposits
The Company has neither accepted nor renewed any deposits during the year under review and, as such,
no amount of principal or interest was outstanding as of the Balance Sheet date.
Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm’s length
basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act
and the Listing Regulations. Accordingly, the disclosure of Related Party Transactions, as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company and hence not provided.
All Related Party Transactions are placed before the Audit Committee for approvals.
Vigil Mechanism
The Company has established a whistle-blower policy to ensure that the business is conducted with integrity
and that the Company’s financial information is accurate.
Securities
a. Buy back of securities
The Company has not bought back any of its securities during the year under review.
b. Sweat equity
The Company has not issued any Sweat Equity Shares during the year under review.
Declaration of Independent Directors

The company has received necessary declaration from each Independent Directors under section 149(7) of
the Companies Act, 2013 that he / she meets the criteria of independence laid down in section 149(6) of the
Companies Act, 2013.
Statutory Auditors
The Office of the Comptroller and Auditor General, Government of India appoints the statutory auditors for
the Company. For the financial year 2023-24, CAG had appointed Jain V. & Co., Chartered Accountants,
Mumbai as Statutory Auditors for the year ended on 31st March 2024.
The Company is yet to receive intimation from CAG regarding the appointment of statutory auditors for the
financial year 2024-25.
Internal Auditors
In terms of the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, the Company had appointed JHS & Associates, (Firm Registration No. FRN133288W),
Chartered Accountants as Internal Auditors of the Company for the FY 2023-24.

There are no qualifications, reservations or adverse remarks or disclaimer made by the Internal Auditors in
their report.
Directors’ Responsibility Statement

In pursuance of section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:
i. in the preparation of the annual accounts of the Company for the year ended 31st March 2024, the
applicable accounting standards have been followed and there has been no material departures,
ii. the appropriate accounting policies have been selected and applied consistently and made judgments
and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the
Company at the close of the financial year ended 31st March 2024 and the loss posted by the Company
for that period,
iii. 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 detecting and preventing fraud and other irregularities; and
iv. the Directors have prepared the annual accounts on a going-concern basis.
v. 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.
vi. the Directors have adopted proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operate effectively.
Particulars of loans, guarantees or Investment under Section 186 of the Companies Act, 2013.
The Company has neither given any loans, guarantees nor availed of any loans or guarantees which are
outstanding as at 31st March 2024 and hence has no details to disclose under the ‘Particulars of loans and
guarantees’.
The Company has following investment as at 31st March 2024 :
Tax-Free Bonds –
Sl. Issuing entities Amount Rate of Date of Date of

No. (in Rs. Lakhs) Interest issue maturity
(per cent)
1 Housing And Urban Development 150.58 7.04 15.03.2016 15.03.2026

Corporation Limited
Investment in Unlisted Equity Shares –
Online PSB Loans Limited - Rs. 146.21 Lakhs

Conservation of energy, technology absorption, foreign exchange earnings and outgo

i. Since the Company does not own any manufacturing facility, the particulars pertaining to conservation
of energy and Technology Absorption stipulated in the Companies (Accounts) Rules, 2014 are not
applicable to the Company. The provisions of Section 134(m) of the Companies Act, 2013 do not apply
to your Company.
ii. Foreign exchange earnings and outgo : The total Foreign Exchange Inflow was Rs. Rs. 25.11 Lakhs
(US $ 30,280/-) and the Outflow was Rs. 6.57 Lakhs (US $ 7,76 and UK £ 85.84) during the year under
review.
Particulars of Employees
The information required under Section 197(12) of the Companies Act, 2013 (‘the Act’) read with Rule 5(2)
& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part
of this Report. However, pursuant to first proviso to Section 136(1) of the Act, this Report is being sent to
Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said information,
may write to the Company Secretary at the Registered Office of the Company and the said information is
available for inspection at the Registered Office of the Company.
Change in the Nature of Business

The Company has not undergone any changes in the nature of the business during the financial year 2023-24.
Significant & Material Orders passed by the Regulator:

During the year, there were no significant and/or material orders passed by the regulators, courts or tribunals,
impacting the going concern status and future operations of your Company.
Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments, affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of this report.
Risk Management policy and internal control adequacy

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives.
The Company has adopted the following measures concerning the development and implementation of a
Risk Management Policy after identifying key risks to the Company in the opinion of the Board.
a. Failure in technology led processes – Your Company’s broking system is heavily dependent upon
technology and any failure in this regard would have adverse impact on its business and reputation
and entail payment of fines/penalties/claims. To contain the risk, Company has put in place mitigants
in the form of disaster recovery sites being located apart from the primary site and by taking an
insurance policy.

b. Delay in execution of mandates of Investment Banking (Debt/Equity) could result in reputation loss
and loss of income in the immediate and later years. To mitigate this, the management closely monitors
timelines for completing the assignments.
c. Non-compliance of regulatory and statutory duties and responsibilities would result in reputation risk
and levying of penalties and charges.
To overcome these and other major risks identified with the business and functions of the Company are
systematically addressed through mitigating actions on a continuing basis. These are discussed at the
meetings of the Audit Committee and the Board of Directors of the Company.
The Company’s internal control systems are commensurate with the nature of the business of the Company
and its size and complexity. These are routinely tested and certified by statutory as well as internal Auditors.
Significant audit observations and follow-up actions thereon are reported to the Audit Committee.
Reports of the Statutory Auditors and the Comptroller and Auditor General of India
a. Jain V. & Co., Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company
by the Comptroller and Auditor General of India (CAG) for the financial year 2023-24. The Auditors’
Report submitted by the Statutory Auditors included in the Annual Report is self-explanatory and does
not require any explanation by the Directors.
b. The Audit Report of CAG: The Office of The Principal Director, Commercial Audit & Ex-Officio Member,
Audit Board-I, Mumbai, under the purview of the Office of the Principal Director, office of the Comptroller
and Auditor General of India (CAG) has conveyed that it do not intend to conduct the supplementary
audit of the financial statements of the Company for the year ended 31st March 2024 The same form
part of the Annual Report and is printed immediately after the report of the Statutory Auditors on the
annual accounts for the year ended 31st March 2024.
Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made

by auditors and the practicing company secretary in their reports
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors or by the
Secretarial Auditors in their respective reports.

Corporate Governance:
A. Board of Directors:
As on 31st March 2024, the following Directors are the members of the Board :
1. Shri Debadatta Chand : Chairman

2. Shri Lalit Tyagi : Director
3. Shri Ravindra Singh Negi : Director
4. Mrs Rajeshree Sabnavis : Independent Director
5. Shri Arvind Mahajan : Independent Director
6. Shri Sanjeev Dobhal : Managing Director and Chief Executive Officer
7. Shri Sanjiv Kumar Saraff : Joint Managing Director
B. Board Meetings held during the year ended 31st March 2024 :
Meeting No. Dates of Board Meetings

154th Board Meeting 4th May 2023
155th Board Meeting 3rd July 2023
156th Board Meeting 25th July 2023
157th Board Meeting 25th August 2023
158th Board Meeting 1st December 2023
159th Board Meeting 22nd February 2024
Minimum four Board meetings are held every year (one meeting in every calendar quarter). Additional
meetings are held to address specific needs of the Company. In case of any exigency/ emergency,
resolutions are passed by circulation. During the financial year 2023-24 the Board of Directors met 6
times as per the dates mentioned above. The maximum gap between any two consecutive meetings
was less than one hundred and twenty days, as stipulated under Companies Act 2013, and Regulation
17 of the Listing Regulations and Secretarial Standards.
C. Annual General Meeting:

27th Annual General Meeting of the Company was held on Monday, 26th September 2023.
The details of the previous three Annual General Meetings are given below.
Venue of AGMs were at the Baroda Corporate Centre, Bandra Kurla Complex, Bandra (East), Mumbai
400 051 and Web Meetings on Microsoft Teams.
AGM No. Day, Date and Time Matters decided
25 Monday, 1. To receive and adopt the Audited Balance Sheet as on March 31,
September 27, 2021 2021 and Profit and Loss Statement for the year ended on that
at 3.00 pm date and Report of the Board of Directors and Auditors and the
comment of the Comptroller and Auditor General of India thereon.

2. To declare dividend on equity shares for the financial year 2020-21.

3. To appoint a director in place of Shri Purshotam who retires by
rotation and being eligible, offers himself for re-appointment.
4. Appointment of Statutory Auditors and determination of their
remuneration
5. Appointment of Shri Rajesh Malhotra, as a director
6. Appointment of Shri Shanti Lal Jain, as a director
7. Appointment of Shri Sanjiv Kumar Saraff as Joint Managing Director
26 Monday, 1. To receive and adopt the Audited Balance Sheet as on March 31,
date and Report of the Board of Directors and Auditors and the
3. To appoint a Director in place of Shri Sanjiv Chadha who retires by
rotation and being eligible offers himself for re-appointment.
remuneration.
5. Appointment of Shri Debdatta Chand as a Director of the Company.
6. Appointment of Shri M.V. Murali Krishna as a Director of the
Company.
7. Appointment of Mrs. Rajshree Sabnavis as an Independent Director
of the Company.
8. Appointment of Shri Arvind Mahajan as an Independent Director of
the Company
9. Approve alteration to the Main Object clause of the Memorandum
of Association of the Company
10. Revision in remuneration payable to Mr. Sanjiv Kumar Saraff (DIN:
09136947), the joint Managing Director of the Company
27 Monday, 1. To receive and adopt the Audited Balance Sheet as on 31st March
date and Report of the Board of Directors and Auditors and the
remuneration.
4. Appointment of Shri Lalit Tyagi as a Director of the Company.
5. Appointment of Shri Ravindra Singh Negi as a Director of the
Company.

D. Attendance of Directors at the Board meetings and Annual General Meeting of shareholders:
The details of attendance of Directors at the Board meetings and Annual General Meeting are as
under for the year ended 31st March 2024:
Name Designation Attendance in

meetings
Board AGM
Shri Debadatta Chand (DIN:08659944) Chairman 6 -
Shri Lalit Tyagi (DIN : 08220977) Director 6 1
Shri Ravindra Singh Negi (DIN: 08248608) Director 2 1
Mrs Rajeshree Sabnavis (DIN : 06731853) Independent Director 6 1
Shri Arvind Mahajan (DIN:07553144) Independent Director 6 -
Shri Sanjeev Dobhal (DIN : 10055078) Managing Director and 3 1

Chief Executive Officer
Shri Sanjiv Kumar Saraff(DIN : 09136947) Joint Managing Director 6 1
E. Audit Committee:
During the Year, the Audit Committee was consisting of the following Directors as its Members -
Name Designation
Ms Rajeshree Sabnavis Independent Director - Chairperson
Shri Arvind Mahajan Independent Director
Shri Ravindra Singh Negi Director
F. Audit Committee Meetings held during the year from 1st April 2023 to 31st March 2024:
Meeting No. Date

85th ACB Meeting 3rd May 2023
86th ACB Meeting 24th August 2023
87th ACB Meeting 28th November 2023
88th ACB Meeting 22nd February 2024
G. Attendance of Members at Audit Committee Meetings from 1st April 2023 to 31st March 2024 :
Name of Member Designation No. of Meetings attended

Mrs. Rajeshree Sabnavis Independent Director 4
Shri Arvind Mahajan Independent Director 4
Shri Ravindra Singh Negi Director 2

H. Nomination & Remuneration Committee:

During the Year, the Nomination & Remuneration Committee was consisting of the following Directors
as its Members -
Names Designation
Shri Arvind Mahajan (DIN: 07553144 ) Independent Director – Chairman
Shri Debadatta Chand (DIN : 07899346) Director - Chairman of the Board
Mrs Rajeshree Sabnavis (DIN : 06731853) Independent Director
I. Nomination & Remuneration Committee Meetings held during the year from 1st April 2023 to
31st March 2024:
Meeting No. Date

30th NRC Meeting 28th June 2023
31st NRC Meeting 25th July 2023
32nd NRC Meeting 25th August 2023
33rd NRC Meeting 1st December 2023
J. Attendance of Members at Nomination & Remuneration Committee Meetings from 1 st April

2023 to 31st March 2024:

Shri Debadatta Chand Director 2
K. Corporate Social Responsibility Committee

During the year under review two CSR Meetings were held on 1st December 2023 and 22nd February
2024.
The Terms of Reference of the CSR as well as its role and functions are generally in conformity with
the provisions of Companies Act, 2013. The composition of the CSR (as on FY ended 31st March
2024) is as under:
Names Designation
Shri Debadatta Chand (DIN : 07899346) Chairman of the Committee & Board
Mrs Rajeshree Sabnavis Independent Director
Shri Arvind Mahajan Independent Director

L. Attendance of Members at Corporate Social Responsibility Committee Meetings from 1 st

April 2023 to 31st March 2024:

Shri Debadatta Chand Chairman 1
M. Company’s policy relating to Directors’ appointment, payment of remuneration and discharge

of their duties as also the code for conduct of Directors and Key Managerial Personnel
The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy
for selection and appointment of Directors, Senior Management and their remuneration including
criteria for determining qualifications, positive attributes, independence of a Director and other matters
provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key
managerial personnel, and other employees. The said policy has been uploaded on to the Company’s
web site and is accessible through the link - https://www.bobcaps.com/about us/public Disclosures
N. Remuneration of Directors:
All non-executive Directors of the Board and also the non-executive Members of the Committees of
Board are entitled to and are paid Sitting Fees for attending meetings at the following rates-
a. Board Meetings at Rs.40,000 per meeting attended by them, and
b. Committee Meetings at Rs.20,000 per meeting attended by them.
In respect of Directors who are nominated by/officers of Bank of Baroda, the sitting fee is paid to Bank
of Baroda for every meeting of the Board and of the Committees attended by such nominated directors.
The remuneration payable to the Managing Director and Chief Executive Officer who is on deputation
from a Bank of Baroda shall be in accordance with the policy of Bank of Baroda in this regard and as
per the provisions of the Companies Act, 2013, and the rules made there-under, which may be in
force, from time to time.
Joint Managing Director shall be paid such remuneration as may be mutually agreed between the
Company (basis recommendation of the NRC and the Board) and Joint MD within the overall limits
permissible under the provisions of the Act and is broadly divided into fixed and variable pay reflecting
short-term and long-term performance objectives appropriate to the working of the Company.
In determining the remuneration of Joint Managing Director (including the fixed increment and
performance bonus), the Committee has considered the following:

- the relationship of remuneration and performance benchmark;
- balance between fixed and incentive pay reflecting short-term and long-term performance
objectives, appropriate to the working of the Company and its goals;
- responsibility required to be shouldered, the industry benchmarks and the current trends;
- The Company’s performance vis-à-vis the annual budget achievement and individual performance.
O. Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises the following key
areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and its performance
iv. Providing contact points and links for business development
v. Providing perspectives and feedback going beyond information provided by the management
vi. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the
Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.
The details of codes of Conduct and Ethics for Directors, the Independent Directors, the key managerial
personnel and senior managerial personnel, format of a letter of appointment letter to be issued to
Independent Directors and draft of the guidelines for evaluation of performance of Directors is provided
in the Company’s web site at https://www.bobcaps.com/about us/Public Disclosures/Code of Conduct
P. Key Managerial Persons (KMPs) :

In terms of Section 203 of the Act, the following are the KMPs of the Company:
a. Shri Sanjeev Dobhal, Managing Director and Chief Executive Officer
b. Shri Sanjiv Kumar Saraff, Joint Managing Director
c. Shri Ajit Joshi, Company Secretary
d. Shri Neelesh Baheti, Chief Financial Officer

Q. Secretarial Audit Report

The Board of Directors of the Company has appointed CS Parth Joshi & Associates, Practicing Company
Secretaries, Mumbai to conduct the Secretarial Audit for the year ended 31st March 2024 and their
Report on Company’s Secretarial Audit is appended to this Report as Annexure II.
R. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013
In Compliance with Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
and Redressal) Act, 2013, your Company has an ‘Internal Complaints Committee’ (‘Committee’). The
Company has zero tolerance on Sexual Harassment at workplace. With the objective of providing a
safe working environment, all employees (permanent, contractual, temporary, trainees) are covered
under this Policy.
During the year under review there were no cases filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
GENERAL
Your directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration
or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and Company’s operations in future.
General Shareholder Information:
1. Annual General Meeting:
Date Monday, 30th September 2024
Time 11.00 A.M.
Venue Through Video conferencingDeemed Venue : Board Room, BOB Capital Markets
Limited, 1704, Parinee Crescenzo, G Block, Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051

2. Financial Year : 1st April 2024 to 31st March 2025
Financial Reporting for Tentative Board Meeting Schedule
Quarter ending 30th June 2024 First Fortnight of August 2024
Half-year ending 30th September 2024 Second Fortnight of November 2024
Quarter ending 31st December 2024 First week of February 2025
Year ending 31st March 2025 First week of May 2025
Annual General Meeting for the Second Fortnight of September 2025
Year ending 31st March 2025
3. Book closure date : 23rd September 2024 to 30th September 2024 (both days inclusive) for the purpose
of Annual General Meeting.
4. Date of Dividend Payment: N.A.
5. Listing on stock exchange: None
6. Stock Code: Not Applicable
7. Market price Data (Face value of Rs.100) : Not Applicable
8. Performance in comparison to broad-based indices: Not Applicable
9. Share transfer system: During the year the share transfers which were received in physical form and
for which documents were valid and complete in all respects, were processed and the share certificates
were returned within the prescribed time from the date of receipt.
10. Distribution of shareholding:
(a) The shareholding pattern as on 31st March 2024 was as follows.
1. Promoters - 1,00,00,000 equity shares of Rs.100 each and 100 per cent held by Bank of
Baroda, the promoting organisation
2. Private Body Corporate, Indian Public and others : Nil

Total : 1,00,00,000 equity shares constituting 100.00 per cent

(b) Distribution of shareholding as on 31st March 2024
Distribution No. of % to total no. of % to total
of shares shareholders shareholders shares share capital
01 – 10 4 40* 40 0.0004
11 – 20 4 40* 80 0.0008
21 – 30 1 10* 30 0.0003
31 – 1,00,00,000 1 10 99,99,850 99.9985
TOTAL 10 100 1,00,00,000 100
*held by nominees of the promoting entity viz., Bank of Baroda, which is beneficial owner
11. Dematerialisation of shares and liquidity: Share held by the promoter are held in dematerialised form
and Shares held by the nominees are held in physical form.
Acknowledgements:
The Board places on record its gratitude to Securities and Exchange Board of India, Reserve Bank of
India, the stock exchanges, Bank of Baroda, Bankers to the Company, Comptroller and Auditor General
of India, the auditors and other professionals, banks and financial institutions, vendors of various
software, hardware and networking, valued constituents, clients and stakeholders for their continued
sustained support and encouragement.
The Directors place on record their appreciation of the contribution by the employees of the Company.
For and on behalf of the Board of Directors of

BOB Capital Markets Limited
Debadatta Chand
Chairman
(DIN 07899346)
Place : Mumbai
Date : 26th September 2024

Annexure I
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2024
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:

i) CIN: U65999MH1996GOI098009
ii) Registration Date [DDMMYY] March 11, 1996
iii) Name of the Company BOB CAPITAL MARKETS LIMITED
iv) Category of the Company [Pl. tick] 1. Public Company

2. Private Company
Sub Category of the Company
[ Please tick whichever areapplicable] 1. Government Company

2. Small Company
3. One Person Company
4. Subsidiary of Foreign Company
5. NBFC
6. Guarantee Company
7. Limited by shares
8. Unlimited Company
9. Company having share capital
10. Company not having share capital
11. Company Registered under Section 8
V) NAME AND REGISTERED OFFICE ADDRESS OF COMPANY:
Company Name BOB CAPITAL MARKETS LIMITED
Address 1704, B WING, 17TH FLOOR, PARINEE CRESCENZOG BLOCK,

BANDRA KURLA COMPLEX BANDRA (EAST)
Town / City MUMBAI
State MAHARASHTRA
Pin Code: 400051
Country Name : INDIA
Country Code
Telephone (With STD Area Code Number) 022-6138 9300
Fax Number : 022-2652 4518
Email Address ajit.joshi@bobcaps.in
Website www.bobcaps.in
Name of the Police Station having jurisdiction where BKC Police Station
the registered office is situated
Address for correspondence, if different from address 1704, B WING, 17 TH FLOOR,PARINEE CRESCENZOG BLOCK,
of registered office: BANDRA KURLA COMPLEXBANDRA EAST, MUMBAI 400051

vi) Whether shares listed on recognized Stock Exchange(s) No
If yes, details of stock exchanges where shares are listed SN Stock Exchange Name Code
1
N.A.
2
Vii) Name and Address of Registrar & Transfer Agents ( RTA ):- Full address and contact details to be given.
Registrar &Transfer Agents (RTA ):- Bigshare Services Private Limited
Address 1st Floor, Bharat Tin Works BuildingOpp. Vasant Oasis, Makwana Road
Town / City Marol, Andheri (East), Mumbai
State Maharashtra
Pin Code: 400059
Telephone (With STD Area Code Number) 62638200/62638278
Fax Number : 62638299
Email Address admission@bigshareonline.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
SN Name and Description of main products / services NIC Code of the % to total turnover
Product/service of the company
1 INVESTMENT BANKING 67190 35.90%

2 STOCK EXCHANGE TRANSACTIONS 67120 43.95%
3 INTEREST INCOME 20.15%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
S. N0 NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE
1 Bank of Baroda U99999MH1911PLC007676 HOLDING
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
[As on 31-March-2023] [As on 31-March-2024] during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
(1) Indian — — — — — — — — —
a) Individual/ HUF — — — — — — — — —
b) Central Govt — — — — — — — — —
c) State Govt(s) — — — — — — — — —
d) Bodies Corp. — — — — — — — — —
e) Banks / FI -- 10000000 10000000 100 99,99,850 150 10000000 100 NIL
f) Any other — —
Total shareholding of -- 10000000 10000000 100 99,99,850 150 10000000 100 NIL
Promoter (A)

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
[As on 31-March-2023] [As on 31-March-2024] during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
B. Public Shareholding — — — — — — — — —
1. Institutions — — — — — — — — —
a) Mutual Funds — — — — — — — —
b) Banks / FI — — — — — — — — —
c) Central Govt — — — — — — — — —
d) State Govt(s) — — — — — — — — —
e) Venture Capital Funds — — — — — — — — —
f) Insurance Companies — — — — — — — — —
g) FIIs — — — — — — — — —
h) Foreign Venture
Capital Funds — — — — — — — — —
i) Others (specify) — — — — — — — — —
Sub-total (B)(1):- — — — — — — — — —
— — — — — — — — —
2. Non-Institutions — — — — — — — — —
a) Bodies Corp. — — — — — — — — —
i) Indian — — — — — — — — —
ii) Overseas — — — — — — — — —
b) Individuals — — — — — — — — —
i) Individual shareholders
holding nominal share
capital upto Rs. 1 lakh — — — — — — — — —
ii) Individual shareholders
holding nominal share
capital in excess of
Rs 1 lakh — — — — — — — — —
c) Others (specify) — — — — — — — — —
Non Resident Indians — — — — — — — — —
Overseas Corporate
Bodies — — — — — — — — —
Foreign Nationals — — — — — — — — —
Clearing Members — — — — — — — — —
Trusts — — — — — — — — —
Foreign Bodies - D R — — — — — — — — —
Sub-total (B)(2):- — — — — — — — — —
Total Public Shareholding Nil Nil Nil Nil Nil Nil Nil Nil Nil
(B)=(B)(1)+ (B)(2)
C. Shares held by
Custodian for GDRs &
ADRs —
Grand Total (A+B+C) NIL 10000000 10000000 100 99,99,850 150 10000000 100 NIL

B) Shareholding of Promoter-
SN Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year % change
No. of % of total % of shares No. of % of total % of shares in share
Shares shares of Pledged / shares shares of Pledged / holding
the Company encumbered to the Company encumbered to during the
total shares total shares year
1 Bank of Baroda 99,99,850 99.9985 -- 99,99,850 99.9985 -- NIL
2 Shri Venugopla N. 20 0.0002 -- 20 0.0002 -- NIL
3 Shri Purshotam 10 0.0001 -- -- -- -- -0.0001
4 Shri K. Sreejith 10 0.0001 -- 10 0.0001 -- NIL
5 Shri Rajesh Malhotra 20 0.0002 -- 20 0.0002 -- NIL
6 Shri Ravindra 20 0.0002 -- 20 0.0002 -- NIL
Singh Negi
7 Shri Amitava Mukherjee 20 0.0002 -- 20 0.0002 -- NIL
8 Shri Dinesh Pant 30 0.0003 -- 30 0.0003 -- NIL
9 Shri Sanjay Grover 10 0.0001 -- 10 0.0001 -- NIL
10 Shri Sanjeev Dobhal 10 0.0001 10 0.0001 -- NIL
11 Shri Manmohan Gupta -- -- -- 10 0.0001 -- +0.0001
Total 10000000 100 10000000 100 --
(ii) Change in Promoters' Shareholding (please specify, if there is no change) NO CHANGE
SN Particulars Shareholding at the Cumulative Shareholding

beginning of the year during the year
No. of Shares % of total shares No. of Shares % of total shares
of the Company of the Company
1 At the beginning of the year 10000000 100% 10000000 100%
2 Date wise Increase / Decrease in - - - -
Promoters Share holding during the
year specifying the reasons for
increase/decrease (e.g. allotment/
transfer/bonus/ sweat Equity, etc.):
3 At the end of the year 10000000 100% 10000000 100%

(iii) Shareholding Pattern of top ten Shareholders

(other than Directors, Promoters and Holders of GDRs and ADRs):
SN For Each of the Top 10 Shareholding at the beginning Cumulative Shareholding

Shareholders of the year during the Year
No. of Shares % of total No. of Shares % of total

NOT APPLICABLE
shares of the shares of the
company company
At the beginning of the year Nil Nil Nil Nil
Date wise Increase/Decrease in Nil Nil Nil Nil

Promoters Share holding during
the year specifying the reasons
for increase/decrease
(e.g. allotment/transfer/
bonus/sweat equity, etc.,):
At the end of the year Nil Nil Nil Nil
(iv) Shareholding of Directors and Key Managerial Personnel:
SN Shareholding of each Directors Shareholding at the beginning Cumulative Shareholding

and each Key Managerial of the year during the Year
Personnel
No. of Shares % of total No. of Shares % of total
shares of the shares of the
company company
1 Shri Purshotam
At the beginning of the year 10 0.0001 -- --
Date wise Increase / Decrease in 10 0.0001 -- --

Promoters Share holding during
the year specifying the reasons for
increase / decrease
(e.g. allotment / transfer / bonus/
sweat equity etc):
At the end of the year -- -- -- --
2 Shri Sanjeev Dobhal
At the beginning of the year 10 0.0001 10 0.0001
Date wise Increase / Decrease in

Promoters Shareholding during
the year specifying the reasons
for increase / decrease
(e.g. allotment / transfer / bonus/
sweat equity etc): -- -- -- --
At the end of the year 10 0.0001 10 0.0001

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
NOT APPLICABLE AS THERE IS NO INDEBTEDNESS
Secured Loans Unsecured Deposits Total

excluding Loans Indebtedness
deposits
Indebtedness at the beginning Nil Nil Nil Nil

of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) Nil Nil Nil Nil
Change in Indebtedness during

the financial year
• Addition
• Reduction Nil Nil Nil Nil
Net Change Nil Nil Nil Nil
Indebtedness at theend of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
SN Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Shri Sunil Shri Sanjeev Shri Sanjiv

Kumar Sharma Dobhal - MD & Kumar Saraff
MD & CEO (upto CEO (since 25th
25th July 2023) July 2023
1 Gross salary 10,73,635 34,23,833 1,95,00,004

(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961 9,14,706 29,27,356
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961 1,01,969 2,96,973
(c) Profits in lieu of salary under section
17(3) Income- tax Act, 1961 56,960 1,99,503 -
2 Stock Option - - - -
3 Sweat Equity - - - -

4 Commission - - - -
- as % of profit
- others, specify…
5 Others, please specify (Incentives) - - - -
Total (A) 10,73,635 3423833 1,95,00,004
Shri Sunil Kumar Sharma, deputed to the Company as MD & CEO, is General
Manager of Bank of Baroda. He was repatriated to Bank of Baroda on 25th July
2023 and in his place Shri Sanjeev Dobhal, CGM-Bank of Baroda was deputed
as MD & CEO of the Company w.e.f.25th July 2023. Both of them drew
remuneration from Bank of Baroda as applicable to their respective grade.
The Company reimbursed their salary to Bank of Baroda.
Shri Sanjiv Kumar Saraff is functioning in a professional capacity and not
having any interest in the capital of the company or its holding company or any
of its subsidiaries directly or indirectly or related to the directors or promoters
of the company or its holding company or any of its subsidiaries at any
time during the last two years before or on or after the date of appointment and
was possessing professional level qualification with expertise and specialised
knowledge in the field in which the company operates.
• Paid in FY 2023-24
B. Remuneration to other directors
SN Particulars of Remuneration Name of the Director Total

Amount
1 Independent Directors Mrs. Rajeshree Sabnavis Shri Arvind Mahajan
Fee for attending Board Meetings 2,40,000 2,40,000 4,80,000
Board Committee Meetings 2,00,000 2,40,000 4,40,000
Commission -- -- --
Others ( Internal Committee Meetings) -- -- --
Total (1) 4,40,000 4,80,000 9,20,000
Other Non-Executive Directors Shri Sanjiv Shri Debadatta Shri Lalit Shri Ravindra
(Bank of Baroda Nominee Directors) Chadha Chand Tyagi Sing Negi
Fee for attending Board meetings 40,000 2,40,000 2,00,000 80,000 5,60,000
Board Committee Meetings 60,000 80,000 -- 40,000 1,80,000
Commission -- -- -- --
Others, please specify -- -- -- --
Total (2) 1,00,000 3,20,000 2,00,000 1,20,000 7,40,000
Total (B)=(1+2) 1,00,000 7,60,000 6,80,000 1,20,000 16,60,000
Total Managerial
Remuneration
Overall Ceiling as per the Act In view of absence of profits, the managerial remuneration was paid as
'minimum remuneration'. Non-Executive Directors were paid only sitting
fees for attending Board and Committee Meetings.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
SN Particulars of Remuneration Key Managerial Personnel
CS - CFO - CFO - Total

Pramod Keni - Jignesh Vora Neelesh
Company - Chief Baheti -
Secretary Financial Chief
(upto 29th Officer Financial
Feb 2024 ) (upto 18th Officer
January 2024 ) (w.e.f. 22nd
February 2024)
1 Gross salary 34,38,385 85,74,709 7,97,413 1,28,10,507
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961 - - -
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961 - - -
(c) Profits in lieu of salary under section
17(3) Income-tax Act, 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
others, specify… - - - -
5 Others, please specify(Incentive) - - -
Total 34,38,385 85,74,709 7,97,413 1,28,10,507
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
Type Section Brief Details of Penalty/ Authority Appeal made,

of the Description Punishment/ [RD / NCLT/ if any
Companies Act Compounding COURT] (give Details)
fees imposed
A. COMPANY
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B. DIRECTORS
C. OTHER OFFICERS IN DEFAULT

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

Form MR-3
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
5th September, 2024
To,
The Members,
1704, B Wing, 17th Floor,
Parinee Crescenzo, Bandra Kurla Complex,
Plot No. C38/39, G Block,
Mumbai 400051
I, CS Parth Joshi, Practicing Company Secretary, have conducted the Secretarial Audit of the compliance of
applicable statutory provisions and the adherence to good corporate practices by BOB CAPITAL MARKETS
LIMITED (CIN: U65999MH1996GOI098009) (hereinafter called the ‘Company’). The Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers, agents
and authorized representatives during the conduct of Secretarial Audit, I hereby report that in our opinion,
the Company has, during the audit period covering the financial year ended on 31st March 2024 (hereinafter
referred to as (“the audit period”) complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner,
and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other records maintained
by the Company for the financial year ended 31st March 2024 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the Rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder; (Not
applicable to the Company during the audit period);
3. The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(Not applicable to the Company during the audit period)
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’):
a. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
b. The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992;
c. The Securities and Exchange Board of India (Stock Brokers) Regulations 1992;
d. The Securities and Exchange Board of India (Research Analysts) Regulations, 2014;
e. The Securities and Exchange Board of India (Investment Advisers) Regulations, 2013;
f. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011; (Not applicable to the Company during the audit period)
g. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009; (Not applicable to the Company during the audit period)
h. The Securities and Exchange Board of India (Share based Employee Benefits) Regulations,
2014; (Not applicable to the Company during the audit period)
i. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008; (Not applicable to the Company during the audit period)
j. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the
Company during the audit period)
k. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(Not applicable to the Company during the audit period)
l. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not
applicable to the Company during the audit period) and;
m. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. (Not applicable to the Company during the audit period)

I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) Listing Agreement entered with stock exchange (Not Applicable to the Company during the audit
period)
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. made thereunder.
I further report that, having regard to the compliance system prevailing in the Company and on examination
of the relevant documents and records in pursuance thereof on test check basis, the Company has complied
with the law specifically applicable to the Company.-
I further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-
Executive Directors, and Independent Directors. The changes in the composition of the Board of Directors
that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all Directors to schedule the Board Meetings. Agenda were sent at least seven
days in advance and a system exists for seeking and obtaining further information and clarifications on the
Agenda items before the Meetings and for meaningful participation at the Meetings.
All decisions at Board Meetings and Committee Meetings are carried out either unanimously or majority as
recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case
may be.
There are adequate systems and processes in the Company commensurate with the size and operations of
the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines
CS PARTH JOSHI
Company Secretary in Practice
ACS: 51048 CP No: 18695
UDIN: A051048F001150421
5 September, 2024
th
Mumbai
Note: This Report is to be read with our letter of even date which is annexed as ‘Annexure - A’ and forms an
integral part of this Report.

ANNEXURE A
TO THE
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
Form MR-3
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
5th September, 2024
To,
The Members,
1704, B Wing, 17th Floor,
Parinee Crescenzo, Bandra Kurla Complex,
Plot No. C38/39, G Block,
Mumbai 400051
Our Report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the Management of the Company. My

responsibility is to express an opinion on the secretarial records based on the audit conducted.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance
about the correctness of the contents of secretarial records. The verification was done on test basis to
ensure that correct facts are reflected in the secretarial records. I believe that the processes and
practices we followed provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of
the Company like, Income Tax, GST, Customs, etc.
4. Wherever required, I have obtained Management Representations about the compliance of applicable
Laws, Rules and Regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards
is the responsibility of the Management in terms of Section 134(5)(f) of the Companies Act, 2013. Our
examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of
the efficacy or effectiveness with which the Management has conducted the affairs of the Company.
7. The audit was conducted based on the verification of the Company’s books, papers, minutes books,
forms and returns filed, documents and other records furnished by them or obtained from the Company
electronically and also the information provided by the company and its officers by audio and/or visual
means.
CS PARTH JOSHI
Company Secretary in Practice
ACS: 51048 CP No: 18695
UDIN: A051048F001150421
5th September, 2024

Mumbai

Annexure III
1) The Company’s CSR policy has been uploaded in the website of the Company under the web-link: -
https://www.bobcaps.in/public disclosures
2) Composition of the CSR Committee as on 31.03.2024
i. Shri Debadatta Chand - Non-Executive Director & Chairman
ii. Mrs. Rajeshree Sabnavis, Independent Director
iii. Shri Arvind Mahajan – Independent Director
3) Average net profit of the Company for the last three financial years:
Rs. 841.74 Lakhs
4) During the financial year 2023-24, the Company needed to spend 2 per cent of its average profit
before tax (PBT). The calculation is as follows.
(Rs. In Lakhs)
Year ending 31 st March Profit Before Tax

2021 263.23
2022 1021.28
2023 1240.72
Total 2525.23
Average Net Profit 841.74
5) Prescribed CSR expenditure (2% of the average net profit of the last three financial years)
(Rs. In Lakhs)
Average Net Profit 841.74

CSR contribution (2% of the above) 16.83
Amount spent during FY23-24 16.83
6) Details of CSR spent during the financial year:
a) Total amount spent during the financial year: Rs. 16.83 Lakhs
b) Amount unspent, if any: NIL

c) Manner in which amount spent during the financial year is detailed below.
(in Rs. Lakhs)
Sr. CSR Project or Sector in which the Location Amount spent Cumulative Amount
No. activity identified project is covered on the project expenditure spent: Direct or
upto 31st March through
2024 implementing
Agency
1 Providing Education Mumbai 0.97 0.97 Amount spent

Water directly
Purifier for
School Children
2 Donation to Donation to New 15.86 16.83 Amount

Prime PM Relief Fund Delhi transferred
Minister’s directly
Relief Fund
d) In case the Company has failed to spend the two percent of the average net profit of the last
three financial years or any part thereof, the Company shall provide the reasons for not spending
the amount in the Board’s report : N.A.
7) A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy,
is in compliance with the CSR Objectives and Policy of the Company
It is hereby stated that the implementation and monitoring of CSR Policy is in compliance/will be in
compliance with the CSR objectives and Policy of the Company.
Debadatta Chand Rajeshree Sabnavis Arvind Mahajan

Chairman Independent Director Independent Director

INDEPENDENT AUDITOR’S REPORT
To
The Members of BOB CAPITAL MARKETS LIMITED
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of BOB CAPITAL MARKETS LIMITED (“the
Company”), which comprise of the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss
and the Statement of Cash Flows for the year ended on that date, and notes to the financial statements
including a summary of the significant accounting policies and other explanatory information (“the financial
statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2024, the profit and its cash flows for the year
ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under Section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in
the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial
statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.

Other Information
The Company’s Management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company’s Annual Report, but does not include the
financial statements and our Auditors’ Report thereon. Our opinion on the financial statements does not
cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Management’s and Board of Directors’ Responsibilities for Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5)
of the Act with respect to the preparation of these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including Indian Accounting Standards specified under Section 133 of
the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Management and Board of Directors are responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible
for expressing an opinion on whether the Company has adequate internal financial controls with
reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made in the financial statements by the Management and Board of
Directors.
• Conclude on the appropriateness of the Management’s and Board of Director’s use of the going
concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not

be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give
in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so
far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flow dealt with
by this Report are in agreement with the books of accounts.
d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. In terms of Notification no. G.S.R. 463 (E) dt. 05-06-2015 issued by Ministry of Corporate Affairs,
the provisions of section 164(2) of the Companies Act, 2013, in respect of disqualification of
directors, are not applicable to the Company.
f. With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, please refer to our separate report
in “Annexure B”. Our report expresses unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls over financial reporting.
g. With respect to the directions under section 143(5) of the Act, please refer to our separate
report in “Annexure C”.
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the
best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred, to the Investor Education
and Protection Fund by the Company during the year ended March 31, 2024.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no
funds have been advanced or granted loans or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the Company to or in
any other person or entity, including foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented that, to the best of its knowledge and belief, no
funds have been received by the Company from any person or entity, including
foreign entity (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused
us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain any material misstatement.
For Jain V. & Co.

Chartered Accountants
FRN: 116306W
Arpit Jain
Partner
M No. 138804
Date: 06/05/2024
Place: Mumbai
UDIN: 24138804BKBTMF4966

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT
Referred to in paragraph 1 of ‘Report on Other Legal and Regulatory Requirements’ in our Report of even
date on the accounts of BOB CAPITAL MARKETS LIMITED for the year ended March 31, 2024.
On the basis of the records produced before us for our verification / perusal, such checks as we considered
appropriate, and in terms of information and explanation given to us on our enquiries, we state that:
(i) (a) A. The company has maintained proper records showing full particulars, including quantitative
details and situation of Property, Plant and Equipment;
B. The company has maintained proper records showing full particulars of Intangible Assets;
(b) The Property, Plant and Equipment of the Company are physically verified by the Management
once in 3 years, which in our opinion, is reasonable having regard to the size of the Company
and the nature of its assets. During the year, physical verification of assets was carried out and
there were no material discrepancies which needed to be dealt with in the books of account;
(c) The Company does not have any immovable properties. Consequently, reporting under clause
3(i)(c) of the Order is not applicable.
(d) The Company has not revalued any of its Property, Plant and Equipment (including Right of Use
assets) or intangible assets or both during the year.
(e) No proceedings have been initiated during the year or are pending against the Company as at
March 31, 2024 for holding any benami property under the Benami Transactions (Prohibition)
Act, 1988 (45 of 1988) as amended and rules made thereunder.
(ii) (a) The Company does not have any inventory. Consequently, reporting under clause 3(ii)(a) of the
Order is not applicable.
(b) The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate,
during the year from banks on the basis of security of current assets and the same was utilized
during the Financial Year 2023-24. However, as per the information provided to us no quarterly
returns or statement has been filed by the company. The Company has not been sanctioned
any working capital limit by financial institutions on the basis of security of current assets.
(iii) The Company has made investments but has not provided any guarantee or security or granted any
loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability
Partnerships or any other parties:

(a) The Company has not provided any loans or advances in the nature of loans or stood guarantee,
or provided security to any other entity during the year, hence reporting under clause 3(iii)(a) of
the Order is not applicable.
(b) In our opinion, the investments made, during the year are, prima facie, not prejudicial to the
Company’s interest.
(c) The Company has not provided any loans or advances in the nature of loans during the year,
hence reporting under clause 3(iii)(c) of the Order is not applicable.
(d) The Company has not provided any loans or advances in the nature of loans during the year,
hence reporting under clause 3(iii)(d) of the Order is not applicable.
(e) The Company has not provided any loans or advances in the nature of loans during the year,
hence reporting under clause 3(iii)(e) of the Order is not applicable.
(f) The Company has not provided any loans or advances in the nature of loans during the year,
hence reporting under clause 3(iii)(f) of the Order is not applicable.
(iv) The Company has complied with provisions of section 186 of the Act in respect of investments made.
Section 185 of the Act is not applicable as there were no loans, securities or guarantees provided
during the year which are covered by section 185 of the Act.
(v) The Company has not accepted any deposits and has no amounts which are deemed to be deposits,
hence reporting under clause 3(v) of the Order is not applicable.
(vi) The Central Government has not prescribed maintenance of cost records for the Company under sub
section (1) of section 148 of the Companies Act, hence reporting under clause 3(vi) of the Order is not
applicable.
(vii) (a) In our opinion the Company has generally been regular in depositing undisputed statutory dues
including Goods and Services Tax, Prov.ident Fund, Employees’ State Insurance, Income-Tax,
Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess, and other
statutory dues to the appropriate authorities.
Following undisputed amounts are outstanding as at March 31, 2024 for a period of more than
six months from the date they became payable:
Sr. No. Act Amount outstanding (Including Interest)

1 TDS (various years) 62,326

As informed by the management, the company is in process of taking requisite action in this
regard.
(b) There are no statutory dues referred to in sub-clause (a) above which have not been deposited
on account of any dispute.
(viii) According to the information and explanation given to us, there were no transactions relating to previously
unrecorded income which have been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (43 of 1961);
(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of
interest thereon to any lender;
(b) The Company has not been declared wilful defaulter by any bank or financial institution or other
lender.
(c) The Company has not obtained any term loan during the year and there are no outstanding
term loans at the beginning of the year, hence reporting under clause 3(ix)(c) of the Order is not
applicable.
(d) On an overall examination of the financial statements of the Company, funds raised on short
term basis have not been utilised for long term purposes.
(e) The Company does not have any subsidiary, associates or joint ventures, hence reporting under
clause 3(ix)(e) of the Order is not applicable.
(f) The Company does not have any subsidiary, joint ventures or associate companies, hence
reporting under clause 3(ix)(f) of the Order is not applicable.
(x) (a) The Company did not raise any money by way of initial public offer or further public offer (including
debt instruments) during the year, hence reporting under clause 3(x)(a) of the Order is not
applicable.
(b) The Company has not made any preferential allotment or private placement of shares or
convertible debentures (fully or partly or optionally convertible) during the year, hence reporting
under clause 3(x)(b) of the Order is not applicable.
(xi) (a) No fraud by the Company and no fraud on the Company has been noticed or reported during
the year, hence reporting under clause 3(xi)(a) of the Order is not applicable.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form

ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rule, 2014 with the
Central Government during the year and up to the date of this report.
(c) As per the information provided to us, no whistle-blower complaints were received by the Company
during the year, hence reporting under clause 3(xi)(c) of the Order is not applicable.
(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not
applicable.
(xiii) According to the information and explanation given to us, and based on our examination of the records
of the Company, transactions with related parties are in compliance with section 177 and 188 of the
Companies Act, wherever applicable, and details of such transactions have been disclosed in the
financial statements, etc., as required by the applicable accounting standards.
(xiv) (a) In our opinion, the Company has an internal audit system commensurate with the size and the
nature of its business.
(b) We have considered the internal audit report for the year under audit, issued to the Company
during the year and till date, in determining the nature, timing and extent of our audit procedures.
(xv) According to the information and explanation given to us, and based on our examination of the records
of the Company, the Company has not entered into any non-cash transactions with directors or persons
connected with the directors, hence provisions of section 192 of the Companies Act, 2013 are not
applicable.
(xvi) (a) The Company is not required to be registered under Sec 45-IA of the Reserve Bank of India Act,
1934 (2 of 1934), hence reporting under clause 3(xvi) (a) of the Order is not applicable.
(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities,
hence reporting under clause 3(xvi)(b) of the Order is not applicable.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by
the Reserve Bank of India, hence reporting under clause 3(xvi)(c) of the Order is not applicable.
(d) The Company has received information from its Holding Company, that there is no Core Investment
Company in the Group, hence reporting under clause 3(xvi)(d) of the Order is not applicable.
(xvii) The Company has incurred cash losses during the financial year covered by our audit. There were no
cash losses during the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors of the Company during the year.

(xix) On the basis of financial ratios, ageing and expected dates of realisation of financial assets and
payment of financial liabilities, other information accompanying the financial statements and our
knowledge of the Board of Directors and management plans and based on our examination of the
evidence supporting the assumptions, nothing has come to our attention, which causes us to believe
that any material uncertainty exists as on the date of the audit report indicating that the Company is
not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due
within a period of one year from the balance sheet date.
We however state that this is not an assurance as to the future viability of the Company. We further
state that our reporting is based on the facts up to the date of the audit report and we neither give any
guarantee nor any assurance that all liabilities falling due within a period of one year from the balance
sheet date, will get discharged by the Company as and when they fall due.
(xx) (a) There are no unspent amounts towards Corporate Social Responsibility (CSR) (other than ongoing
projects) which are required to be transferred to a Fund specified in Schedule VII to the Companies
Act, in compliance with second proviso to sub-section (5) of section 135 of the said Act.
(b) There are no ongoing projects under CSR, hence reporting under clause 3(xx)(b) of the Order
is not applicable.
(xxi) The reporting under clause (xxi) is not applicable in respect of audit of standalone financial statements
of the company. Accordingly, no comment has been included in respect of said clause under this
report.
For Jain V. & Co.

FRN: 116306W
Arpit Jain
Partner
M No. 138804
Date: 06/05/2024
Place: Mumbai

ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT
Report on the Internal Financial Controls under clause (i) of sub-section 3 of section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of BOB CAPITAL MARKETS LIMITED
(“the Company”) as of March 31, 2024 in conjunction with our audit of the financial statements of the Company
for the year ended on that date.
Management’s and Board of Director’s Responsibilities for Internal Financial Controls
The Company’s Management and Board of Directors are responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”).
These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Companies Act, 2013.
Auditors’ Responsibilities
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal
Financial Controls over Financial Reporting (“the Guidance Note”) and the Standards on Auditing, issued by
ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable
to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both
issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained and if such controls operated effectively in
all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included, obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting
A Company’s internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A Company’s internal financial
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the Company are being made only in accordance with authorizations of
management and directors of the Company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control over financial reporting
may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company
has, in all material respects, an adequate internal financial controls system over financial reporting and
such internal financial controls over financial reporting were operating effectively as at March 31, 2024,
based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Jain V. & Co.

FRN: 116306W
Arpit Jain
Partner
M No. 138804
Date: 06/05/2024
Place: Mumbai

ANNEXURE C TO THE INDEPENDENT AUDITORS' REPORT
REPORT ON DIRECTIONS ISSUED BY COMPTROLLER & AUDITOR GENERAL OF INDIA UNDER SECTION
143(5) OF COMPANIES ACT, 2013 FOR THE YEAR 2023-24 OF BOB CAPITAL MARKETS LIMITED
Sr. Areas Examined Replies

No.
1 Whether the company has system in place to As per the information and explanation provided
process all the accounting transactions through IT to us and based on our review, the company has
system? If yes, the implications of processing of systems in place to process all the accounting
accounting transactions outside IT system on the transactions through IT systems and there are no
integrity of the accounts along with the financial accounting transactions processed outside the IT
implications, if any, may be stated. systems.
2 Whether there is any restructuring of an existing As per the information and explanation provided
loan or cases of waiver / write off of debts / loans / to us and based on our verification, there has been
interest etc. made by a lender to the company due no restructuring of an existing loan or cases of
to the company's inability to repay the loan? If yes, waiver / write off of debts / loans / interest etc. made
the financial impact may be stated. Whether such by a lender to the Company due to the Company's
cases are properly accounted for? (In case, lender inability to repay the loan.
is a government company, then its direction is also
applicable for statutory auditor of lender company)
3 Whether funds (grants / subsidy etc.) received / As per the information provided to us no such funds
receivable for specific schemes from central / state have been received by the Company, during the
government or its agencies were properly year for any specific scheme.
accounted for / utilized as per its term and
conditions? List the cases of deviation.
For Jain V. & Co.

FRN: 116306W
Arpit Jain
Partner
Membership No. 138804
Place: Mumbai
Date: 06/05/2024

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION

143(6)(b) OF THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF BOB
CAPITAL MARKETS LIMITED FOR THE YEAR ENDED 31 MARCH 2024
The preparation of financial statements of BOB Capital Markets Limited for the year ended 31 March 2024
in accordance with the financial reporting framework prescribed under the Companies Act, 2013 (Act) is the
responsibility of the management of the Company. The statutory auditor appointed by the Comptroller and
Auditor General of India under section 139(5) of the Act is responsible for expressing opinion on the financial
statements under section 143 of the Act based on independent audit in accordance with the standards on
auditing prescribed under section 143(10) of the Act. This is stated to have been done by them vide their
Audit Report dated 06 May 2024.
I, on behalf of the Comptroller and Auditor General of India, have decided not to conduct the supplementary
audit of the financial statement of BOB Capital Markets Limited for the year ended 31 March 2024 under
section 143(6)(a) of the Act.
For and on behalf of the

Comptroller & Auditor General of India
(Guljari Lad)
Director General of Audit (Shipping), Mumbai
Place: Mumbai
Date : 21.06.2024


BALANCE SHEET AS AT 31ST MARCH, 2024
(Amount in Rs."000")
Particulars Note As at March 31, 2024 As at March 31, 2023
No.
I EQUITY AND LIABILITIES

(1) Shareholder’s Funds
(a) Share Capital 1 1,000,000 1,000,000
(b) Reserves and Surplus 2 482,822 612,857
(2) Non-current liabilities
(a) Long-Term Provisions 3 23,656 23,978
(3) Current Liabilities
(a) Trade Payables 4
(i) Total Outstanding Dues of Micro
Enterprises and Small Enterprises and 961 4,951
(ii) Total Outstanding Dues of Creditors
Other Than Micro Enterprises and
Small Enterprises 99,467 68,421
(b) Other Current Liabilities 5 53,307 51,444
(c) Short-Term Provisions 6 29,821 31,776
TOTAL 1,690,034 1,793,427
II ASSETS
(1) Non-Current Assets
(a) Property Plant & Equipments and
Intangible Asstes 7
(i) Property Plant & Equipments 10,448 7,464
(ii) Intangible Assets 4,063 1,967
(iii) Intangible assets under development 3,529 2,722
(b) Non Current Investments 8 29,679 129,679
(c) Deferred Tax Assets (Net) 9 59,864 15,393
(d) Long - Term Loans And Advances 10 63,520 50,965
(e) Other Non - Current Assets 11 152,941 149,185
(2) Current Assets
(a) Trade receivables 12 55,546 175,576
(b) Cash and Bank Balances 13 1,179,955 1,135,668
(c) Short-term loans and advances 14 79,628 7,941
(d) Other Current assets 15 50,861 116,867
TOTAL 1,690,034 1,793,427
Contingent Liabilities and Commitments 16 - 360
SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS 1 to 37

The notes referred above form an integral part of the Balance Sheet.
As per our report attached of even date.
FOR JAIN V AND CO FOR AND ON BEHALF OF THE BOARD

CHARTERED ACCOUNTANTS
FRN: 116306W Sanjeev Dobhal Sanjiv Kumar Saraff
Managing Director and Jt. Managing Director
Arpit Jain Chief Executive Officer (DIN:09136947)
Partner (DIN:10055078)
Neelesh Baheti Ajit Joshi
Place : Mumbai Chief Financial Officer Company Secretary
Date: May 6, 2024 (Membership No: 106711) (Membership No: 22359)


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2024
Particulars Note For the Year ended on For the Year ended on
No. 31.03.2024 31.03.2023
Revenue
Revenue from operations 17 351,381 394,190
Other income 18 88,688 76,646
Total Income 440,069 470,836
Expenses:
(a) Employee benefit expense 19 341,984 305,639
(b) Finance Costs - Other borrowing Costs - 37 46
(c) Depreciation & amortization expenses 7 6,556 4,503
(d) Other expenses 20 260,828 146,313
Total Expenses 609,405 456,501
Profit /Loss before exceptional items & tax (169,336) 14,335
Exceptional items - -
Profit /Loss before tax (169,336) 14,335
Tax expenses:
(1) Current tax
of current year - 9,610
of earlier years 170 (147)
(2) Deferred tax (44,471) (7,619)
(44,301) 1,844
Profit /(Loss) for the period (125,035) 12,491
Earnings per equity share: 22
(a) Basic (12.50) 1.25
(b) Diluted (12.50) 1.25
Face Value Per Share 100.00 100.00
SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS

The notes referred above form an integral part of the Statement of Profit and Loss.



Cash Flow Statement for the year ended 31st March, 2024
Particulars Year ended 31st March, 2024 Year ended 31st March, 2023
A) CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax & Extraordinary Items (169,336) 14,335
Adjustments for:
Interest Income (88,605) (74,605)
Depreciation & Amortisations 6,556 4,503
Unrealised foreign exchange loss/(gain) - (369)
Sundry Balances written back (73) (950)
Bad Debts written off 6,018 -
Allowance for Bad & Doubtful Debts (6,955) 10,915
Loss / (gain) on sale of fixed assets 1 (83,058) (439) (60,945)
Operating Profit before working capital changes (252,394) (46,610)
Adjustments for (increase) / decrease in operating assets:
Trade receivables 120,967 20,754
Short-term loans and advances (76,410) (282,936)
Long-term loans and advances (941) (152)
Other current assets 56,065 (42,911)
Other non-current assets (2,899) 96,782 401,417 96,172
Adjustments for increase / (decrease) in operating liabilities:
Trade Payables 27,129 (56,871)
Other current liabilities 1,863 7,102
Short-term provisions (1,955) (2,643)
Long-term Provisions (322) 26,715 4,531 (47,881)
Cash Generated From Operations (128,897) 1,682
Less : Income Taxes Paid (11,784) (33,218)
Net Cash Inflow /(Outflow) in Operating activities (A) (140,681) (31,536)
B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Investments - -
Sale of investments 100,000 -
Interest Received 97,689 56,227
Sale/disposal of Fixed Assets (105) 638
Acquisition of Fixed Assets (12339) (9,916)
Net Cash Inflow /(Outflow) in Investing activities (B) 185,245 46,948
C) CASH FLOW FROM FINANCING ACTIVITIES
Dividend paid (5,000) (50,000)
Net Cash Inflow /(Outflow) in Financing activities (C) (5,000) (50,000)
Net Increase /(Decrease) in cash/cash equivalents (A+B+C) 39,564 (34,588)
Add : Balance at the beginning of the year 108,788 143,376
Cash / Cash Equivalent at the close of the year 148,352 108,788
Notes:
(1) The above Cash flow statement has been prepared under the “Indirect
Method” set out in Accounting Standard 3 - Cash Flows Statement.
(2) Cash and Cash Equivalents includes : (Refer Note No 13)
Cash in Hand 12 10
Balances with Banks in :
Current Accounts 148,340 108,778
148,352 108,788


NOTES TO ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2024
1 SHARE CAPITAL (Amount in Rs."000")

Particulars As at 31.03.2024 As at 31.03.2023
Authorized Share Capital
10,000,000 Equity Shares of Rs. 100/- par value 1,000,000 1,000,000
(Previous Year 10,000,000 Equity Shares of Rs. 100/- par value)
1,000,000 1,000,000
Issued, Subscribed and Fully Paid Up Shares
10,000,000 Equity Shares of Rs. 100/- par value 1,000,000 1,000,000
(Previous Year 10,000,000 Equity Shares of Rs. 100/- par value)
Total Issued, Subscribed and Fully Paid Up Share Capital 1,000,000 1,000,000
Note No. 1.1: The reconciliation of the number of shares outstanding at the beginning and at the end of reporting
period 31.03.2024:

No. of Shares Amount No. of Shares Amount
Number of shares at the beginning 10,000,000 1,000,000 10,000,000 1,000,000
Add: Shares issued during the year - - - -
Less : Shares bought back (if any) - - - -
Number of shares at the end 10,000,000 1,000,000 10,000,000 1,000,000
Note No 1.2: Terms/rights attached to equity shares

(a) The Company has only one class of shares referred to as equity shares having a par value of Rs. 100/- each.
Each holder of equity share is entitled to one vote per share.
(b) In the event of liquidation of the company, the holders of equity shares will be entitled to a portion of remaining
assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the
number of equity shares held by the shareholders.
Note No 1.3: Details of shares held by the holding company, the ultimate holding company, their
subsidiaries and associates:
Particulars Equity shares with voting rights

As at 31.03.2024 As at 31.03.2023
Name of the shareholders No. of % held No. of % held
shares held as at shares held as at
Bank of Baroda, the ultimate holding company 9,999,850 99.9985 9,999,850 99.9985
Subsidiaries of the holding company Nil Nil
Nominees of the holding company 150 150
Subsidiaries of the ultimate holding company Nil Nil
Nominees of the ultimate holding company 150 0.0015 150 0.0015

Note No 1.4: The details of shareholders holding more than 5% shares in the company:
Class of shares / Name of shareholder As at As at
31.03.2024 31.03.2023
Equity shares with voting rights
Bank of Baroda & its Nominees
Number of shares held 10,000,000 10,000,000
% holding in that class of shares 100 100
Note No 1.5: Shares held by promoters at March 31, 2024

Promoter Name No. of % of % Change during the year
Shares total shares % of total shares
Bank of Baroda and its nominees 10,000,000 100 -
Total 10,000,000 100
Shares held by promoters at March 31, 2023

Promoter Name No. of % of % Change during the year
Shares total shares % of total shares
Bank of Baroda and its nominees 10,000,000 100 -
Total 10,000,000 100
2 RESERVE & SURPLUS (Amount in Rs."000")
(a) General Reserve 41,627 41,627

(b) Surplus - Opening balance 571,230 608,739
Add: Net profit after tax transferred from
statement of profit & loss (125,035) 12,491
Amount available for appropriation 446,194 621,230
Less : Dividend Paid (Refer Note No. 35) 5,000 441,194 50,000 571,230
(a)+(b) 482,821 612,857
3 LONG-TERM PROVISIONS
Provision for employee benefits:
- Gratuity (Refer Note No. 31) 9,314 2,474
- Deferred incentive (Refer Note No. 3.1) 14,342 21,504
23,656 23,978
Note No. 3.1
Liability for Deferred incentive is determined based on the actuarial valuation.

4 TRADE PAYABLES (Amount in Rs."000")

(A) Particulars As at 31.03.2024 As at 31.03.2023
Dues of micro and small enterprises (Refer Note No 4.1) 961 4,951
Dues other than micro and small enterprises (Refer Note No 4.1) 8,123 6,113
Broking Client/Exchange dues (Refer Note No 4.2) 91,344 62,308
100,428 73,372
Note No 4.1
The said information and Trade Payables regarding Micro and Small Enterprises has been determined to the extent
such parties have been identified on the basis of information available with the company.

The principal amount and the interest due thereon
remaining unpaid to suppliers - -
(i) Principal amount remaining unpaid to any supplier
as at the end of each accounting year; 961 4,951
(ii) Interest due on (1) above remaining unpaid to the supplier

as at the end of each accounting year; - -
(iii) Interest paid by the Company in terms of section 16 of the

Micro, Small and Medium Enterprises Development Act,
2006, along with the amount of the payment made to the
supplier beyond the appointed day during each accounting
year; - -
(iv) Interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed
day during the year) but without adding the interest
specified under the Micro, Small and Medium Enterprises
Development Act, 2006; - -
(v) Interest accrued and remaining unpaid at the end of each

accounting year; and - -
(vi) Interest remaining due and payable even in the succeeding

years, until such date when the interest dues as above are
actually paid to the small enterprise, for the purpose of
disallowance as a deductible expenditure under section
23 of the Micro, Small and Medium Enterprises
Development Act, 2006. - -

(B) Trade Payables due for payment

Trade payables ageing schdule as on March 31, 2024 (Amount in Rs."000")
Outstanding for the follwing period from the due date of payment
Particulars Less than 1 year 2 - 3 years More than 3 years Total

(i) MSME 961 - - 961
(ii) Others 99,467 - - 99,467
(iii) Disputed dues - MSME -
(iv) Disputed dues - others -
(v) Unbilled Dues -
Trade payables ageing schdule as on March 31, 2023
Outstanding for the follwing period from the due date of payment
Particulars Less than 1 year 2 - 3 years More than 3 years Total

(i) MSME 4,951 - - 4,951
(ii) Others 68,421 - - 68,421
(iii) Disputed dues - MSME -
(iv) Disputed dues - others -
(v) Unbilled Dues -
Note No 4.2
Trade Payables includes the obligation towards clients/exchanges for trades executed on stock exchanges in Financial
Year 2023-2024, which are settled in the next quarter of Financial Year 2024-2025 amountig to Rs. 56,330 thousands.
(Previous Year: Rs. 63,213 thousands).
5 OTHER CURRENT LIABILITIES

(Amount in Rs.”000")
Advances from customers 6,365 5,922
Other Payables
Statutory dues 11,457 25,370
Security deposits 591 591
PC Span Margin - 10,624
Others Payable 34,894 8,937
53,307 51,444
6 SHORT-TERM PROVISIONS
Provision for employee benefits:
- Leave Encashment (Refer Note No. 31) 2,730 3,651
- Deferred incentive 27,091 28,125
29,821 31,776

Notes forming part of the financial statements as at 31st March, 2024
NOTE 7 : PROPERTY PLANT & EQUIPMENTS AND INTANGIBLE ASSTES (Amounts in Rs."000" )
Gross Block Accumulated depreciation and impairment Net Block
Tangible assets Balance Additions Disposals/ Balance Balance Depreciation / Eliminated on Balance Balance
as at Written-off as at as at amortisation disposal of as at as at
01.04.2023 31.03.2024 01.04.2023 expense for assets 31.03.2024 31.03.2024
the year during the year
Property Plant & Equipments

(a) Furniture and Fixtures 340 180 - 520 171 63 - 234 286
(b) Vehicles 2,577 - - 2,577 455 664 - 1,119 1,458
(c) Office equipment 4,567 1,465 240 5,792 4,034 379 228 4,185 1,607
(d) Computers 24,171 6,237 85 30,323 19,531 3,776 80 23,227 7,096
TOTAL TANGIBLE ASSETS 31,655 7,882 325 39,212 24,191 4,882 309 28,764 10,448
Intangibles Assets :
Computer software 33,144 3,770 - 36,914 31,177 1,674 - 32,851 4,063
Total Intangible Assets 33,144 3,770 - 36,914 31,177 1,674 - 32,851 4,063
TOTAL 64,799 11,652 325 76,126 55,368 6,556 309 61,615 14,511
Property Plant & Equipments and Intangible Assets- Previous Year
Gross Block Accumulated depreciation and impairment Net Block
Tangible assets Balance Additions Disposals/ Balance Balance Depreciation / Eliminated on Balance Balance
as at Written-off as at as at amortisation disposal of as at as at
01.04.2022 31.03.2023 01.04.2022 expense for assets 31.03.2023 31.03.2023
the year during the year
Property Plant & Equipments

(a) Furniture and Fixtures 189 151 - 340 126 45 - 171 169
(b) Vehicles 2,320 1,708 1,451 2,577 1,229 485 1,259 455 2,122
(c) Office equipment 4,237 330 - 4,567 3,775 259 - 4,034 533
(d) Computers 20,954 3,337 120 24,171 17,156 2,488 113 19,531 4,640
TOTAL TANGIBLE ASSETS 27,700 5,526 1,571 31,655 22,286 3,277 1,372 24,191 7,464
Intangibles Assets :
Computer software 31,311 1,833 - 33,144 29,951 1,226 - 31,177 1,967
Total Intangible Assets 31,311 1,833 - 33,144 29,951 1,226 - 31,177 1,967
TOTAL 59,011 7,359 1,571 64,799 52,237 4,503 1,372 55,368 9,431

Capital Work-in-Progress (Amounts in Rs."000")
Capital Work in Progress Balance Additions Capitalised Balance
as at during as at
01.04.2023 the year 31.03.2024
Office Equipment - - - -
TOTAL WORK-IN-PROGRESS - - - -
Capital Work-in-Progress - Previous Year
Capital Work in Progress Balance Additions Capitalised Balance
as at during as at
01.04.2022 the year 31.03.2023
Computers & Servers - 16 16 -
TOTAL WORK-IN-PROGRESS - 16 16 -

Intangible assets under development (Amounts in Rs."000")
Intangible assets under development Balance Additions Capitalised Balance

as at during as at
01.04.2023 the year 31.03.2024
Computer software 2,722 2,121 1,314 3,529
TOTAL WORK-IN-PROGRESS 2,722 2,121 1,314 3,529
Intangible assets under development - Previous Year
Intangible assets under development Balance Additions Capitalised Balance
as at during as at
01.04.2022 the year 31.03.2023
Computer software 150 2,722 150 2,722
TOTAL WORK-IN-PROGRESS 150 2,722 150 2,722
Depreciation and amortisation relating to continuing operations: For the year ended For the Year ended
on 31.03.2024 on 31.03.2023
Depreciation and amortisation for the year on tangible assets 4,882 3,277
Depreciation and amortisation for the year on intangible assets 1,674 1,226
Depreciation and amortisation relating to continuing operations 6,556 4,503
Notes:
(i) Details of amounts written off on reduction of capital or revaluation of assets or sums added to assets on revaluation
during the preceding 5 years: NIL
(ii) Details of assets acquired under hire purchase agreements: NIL
(iii) Details of assets jointly owned by the Company: NIL

8 NON CURRENT INVESTMENT (Amounts in Rs."000")
Particulars Face Qty As at Qty As at

Value 31.03.2024 31.03.2023
Non Trade Investments (at cost)

Quoted
In Tax Free Bonds
8.16% India Infrastructure Finance Company Ltd. 1,000 - - 50,000
8.19% Rural Electrification Corporation Ltd. 1,000 - - 50,000
7.04% Housing & Urban Development Corp. Ltd 1,000 15,058 15,058 15,058 15,058
Total Value of Quoted Investments (Refer Note No 8.1)
(A) 15,058 115,058
Unquoted
Equity Instruments
Online PSB Loans Limited 10 112,996 14,621 112,996 14,621
Total Value of Unquoted Investments (B) 14,621 14,621
Total of Non- Current Investments (A+B) 29,679 129,679
Note No 8.1
Aggregate market value of Quoted Investments Rs. 26,449 thousands (Previous Year Rs.. 1,25,295 thousands) . Two tax
free Bonds have matured during the year.
9 DEFERRED TAX ASSETS

On account of expenses allowable under

Income tax on payment basis 8,570 10,836
On account of difference in depreciation
as per books and Income-tax Act, 1961 1,349 1,508
On account of Allowance for Bad & Doubtful Debts 1,299 3,049
On account of unabsorbed business losses (Refer Note No. 9.1) 48,646 -
59,864 15,393
Note No. 9.1

The company has incurred losses in the previous year. The company is reasonably certain about its future profitability and
there will be sufficient future taxable income available to realize such losses, hence deferred tax asset has been created.

10 LONG TERM LOANS & ADVANCES (Amounts in Rs.”000")

Other Loans and Advances

Advance recoverable in cash or kind for value to be received 1,692 751
Advance Tax & Tax Deducted at Source (Net of Provisions) 61,828 50,214
63,520 50,965
11 OTHER NON-CURRENT ASSETS (Amount in Rs.”000" )

Security deposits with Stock Exchanges/clearing corporations 42,000 42,000

Security Deposits with Others 38,114 30,712
Fixed Deposits (maturity of more than 12 months) (Refer Note No. 11.1) 69,700 74,203
Interest Accrued on Bank Fixed Deposits (maturity of more than 12 months) 3,127 2,270
152,941 149,185
Note No. 11.1

Fixed deposit kept as margin money with the Stock Exchanges/ the Clearing Corporations amounting to Rs. 69,700
thousands (Previous Year: Rs. 74,203 thousands)
12 TRADE RECEIVABLES
(Unsecured)
Outstanding For a Period exceeding Six Months from the
date they are due for payment
Considered Good (Refer Note No. 34) 13,532 11,505
Considered Doubtful 5,161 18,693 12,116 23,621
18,693 23,621
Provision for Doubtful Trade Receivables 5,161 12,116
13,532 11,505
Others
Considered Good 42,014 164,071
55,546 175,576
Note No 12.1
Trade Receivables includes obligations from clients/exchanges for the trades executed on stock exchanges in
Financial Year 2023-2024, which are settled in next Quarter of Financial Year 2024-2025 amounting to Rs.1,732
thousands (Previous Year: Rs. Rs.33,807 thousands).

Trade Recievables ageing schedule as on March 31, 2024 (Amounts in Rs.”000")

Outstanding for following periods from due date of payment
Particulars Less than 6 months 1-2 2 - 3 years More than Total

6 months - 1 year years 3 years
(i) Undisputed Trade receivables -
considered good 42,014 - 13,532 - - 55,546
(ii) Undisputed Trade receivables -
considered doubtful - - 58 3,922 1,182 5,161
(iii) Disputed Trade receivables -
considered good - - - - - -
(iv) Disputed Trade receivables -
considered doubtful - - - - - -
Trade Recievables ageing schedule as on March 31, 2023 (Amounts in Rs.”000")

Outstanding for following periods from due date of payment
Particulars Less than 6 months 1-2 2 - 3 years More than Total

6 months - 1 year years 3 years
(i) Undisputed Trade receivables -
considered good 164,124 13 11,439 - - 175,576
(ii) Undisputed Trade receivables -
considered doubtful - 3,658 7,276 881 301 12,116
(iii) Disputed Trade receivables -
considered good - - - - - -
(iv) Disputed Trade receivables -
considered doubtful - - - - - -
13 CASH & BANK BALANCES (Amount in Rs.”000")

(i) Cash & Cash Equivalents

Cash on Hand 12 10
Balance with Banks
In Current Accounts (Refer Note No. 13.1) 148,340 108,778
(ii) Other Bank Balances
- In Bank Fixed Deposits Account less than 12 Months for maturity 1,031,603 1,026,880
(Refer Note No. 13.2) 1,179,955 1,135,668
Note No. 13.1

Balance of Flexi Fixed Deposits of Rs 30,725 thousands (Previous Year: Rs.40,200 thousands)
Note No. 13.2
Fixed Deposits kept as margin money with the Stock Exchanges / the clearing corporation is amounting to Rs.
9,06,403 thousands (Previous Year Rs. 9,40,680 thousands)

14 SHORT TERM LOANS & ADVANCES (Amount in Rs.”000")

Other Loans & Advances

Advance recoverable in cash or kind for value to be received 7,814 6,954
Loan and Advances to employees 202 132
Advance to suppliers and service providers 265 855
Deposits (Additional Base Capital) 71,347 -
79,628 7,941
15 OTHER CURRENT ASSETS

Interest Accrued on Deposits and Investments 43,828 53,769

Interest Accrued Others 1,358 -
Unbilled Revenue - 50,000
Others Receivable 5,675 13,098
50,861 116,867
16 CONTINGENT LIABILITIES & COMMITMENTS

Contingent Liability (Refer Note No. 33) - -

Estimated Amounts of Contract remaining to be executed on
Capital account and not provided for (Net of Advances) - 360
- 360

NOTES TO ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2024 (Amounts in Rs.”000" )
17 REVENUE FROM OPERATIONS

Particulars For the Year ended on For the Year ended on
31.03.2024 31.03.2023
Fees and Commision Income
Investment Banking & Advisory Fees 157,983 275,567
Brokerage & Related Income 193,398 118,623
351,381 394,190
18 OTHER INCOME
31.03.2024 31.03.2023
Interest Income (Refer Note No 18.1) 88,605 74,605
Other Non Operating Income
Net gain on sale of Fixed Assets (1) 439
Exchange Fluctuation Gain (Net) (4) 337
Service Charges Received from Secondment 6 158
Miscellaneous Income 82 1,107
88,688 76,646
Note No. 18.1 : Break-up of Interest Income

Interest from bank deposits 76,222 63,404
Interest on deposits with Financial Institutions - 1,000
Interest from Tax Free Bonds 9,077 9,224
Interest on Income Tax Refund 3,306 977
88,605 74,605
19 EMPLOYEE BENEFIT EXPENSES

31.03.2024 31.03.2023
Salaries, Wages and Bonus 314,880 286,484
Contribution to Provident and other fund 23,000 14,774
Staff Welfare Expenses 4,104 4,381
341,984 305,639
20 OTHER EXPENSES
31.03.2024 31.03.2023
Printing & Stationery 2,632 933
Communication Expenses 2,551 2,065
Rent 47,626 38,737
Rates & Taxes 4,614 3,945
Repairs & Maintenance - Others 9,780 8,245
Electricity Expenses 2,960 2,315

NOTES TO ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2024 (Amounts in Rs.”000" )
Directors’ Sitting Fees 1,660 1,940

Insurance Charges 2,816 2,450
Travelling Expenses 3,440 3,211
Advertisement & Sales Promotion 2,373 2,398
Periodicals & Subscriptions 6,761 4,616
Legal & Professional fees 21,348 12,019
Connectivity, IT & Software charges 33,611 26,614
Allowance for Bad & Doubtful Debts (937) 10,915
Bad Debts Written off 6,018 -
Less: Allowance for other doubtful assets (6,018)
Housekeeping & Security Expenses 5,356 4,255
Outsourced Manpower Expenses 90,729 9,992
Payment to Statutory Auditor (Refer Note No. 20.1) 303 288
CSR Expenditure (Refer Note No. 29) 1,684 1,442
Royalty Fees 500 500
Demat Charges - 5
Brokerage & Commission 7,526 199
DP Charges 276 98
KYC Charges 8,277 5,706
Miscellaneous Expenses 4,942 3,425
260,828 146,313
Note No. 20.1 : Payment to Statutory Auditor

As Auditor
Audit Fees 110 110
Tax Audit Fees 70 70
Other Matters 123 108
Towards Goods & Service Tax* 54 52
357 339
* Note: Out of above Goods & Service Tax credit of Rs. 54 thousands (Previous Year Rs. 52 thousands) has been availed and
the same has not been debited to Statement of Profit & Loss.
21 EARNING PER SHARE

31.03.2024 31.03.2023
(A) Profit attributable to Equity Shareholders (Rs."000") (125,035) 12,491

(B) No. of Equity Share outstanding during the year. 10,000,000 10,000,000
(C) Face Value of each Equity Share ( Rs.) 100 100

(D) Basic & Diluted earning per Share ( Rs.) (12.50) 1.25

SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS
22 Background
BOB Capital Markets Limited (CIN : U65999MH1996GOI098009) is incorporated in India under the
Companies Act, 1956 as a public limited company with the Registrar of Companies, Maharashtra in
Mumbai on March 11, 1996. The Company is a wholly-owned subsidiary of Bank of Baroda.
The main activities of the Company are relating to -
(a) Investment Banking Debt comprises of Distress Debt Resolution, Debt Syndication, Debt Capital
Markets, Project Financial Appraisals, etc.Investment Banking Equity- Equity Capital Market Fund
Raising Services, i.e. IPO, FPO, Rights Issue, QIP, etc.; M&A Advisory, Private Equity – Advisory
on other capital market related services, etc.;
(b) Stock Broking (Institutional and Retail) and Related Activities
The Company has its registered and corporate office in Mumbai.
23 Significant Accounting Policies

(A) Basis Of Preparation Of Financial Statement
The Company maintains its accounts on accrual basis following the historical cost convention in
accordance with the generally accepted accounting principles and in compliance with the
Accounting Standards referred to in Section 133 of the Companies Act, 2013 and other
requirements of the Companies Act, 2013 and are in conformity with the statutory provisions,
circulars and guidelines issued by various regulatory authorities.
(B) Use Of Estimates

The preparation of financial statements requires that the management of the company makes
estimates and assumptions that affect the reported amounts of income and expenses of the
period, the reported balances of assets and liabilities and the disclosures relating to contingent
liabilities as at the date of financial statements. Examples of such estimates include the useful
life of tangible and intangible fixed assets, provision for doubtful debts/advances, future obligations
in respect of retirement benefit plans, etc. Actual results could differ from these estimates.
(C) Cash And Cash Equivalents

Cash and cash equivalents in the balance sheet comprises of cash at bank and in hand and
term/fixed deposits with banks.
(D) Revenue Recognition

Revenue is recognized based on the nature of activity, when consideration can be reasonably
measured and there exists a reasonable certainty of its recovery.

(i) Income from merchant banking and investment banking comprises of revenue from various
services such as Distress Debt Resolution, Debt Syndication, Debt Capital Markets, Project
Financial Appraisals, etc. Equity Capital Market Fund Raising Services, i.e. IPO, FPO, Rights
Issue, QIP, etc.; Private Equity – Advisory on other capital market related services, etc.
The revenue in these cases is recognized on the basis of accrual, as and when the amount
becomes due on the completion of various stages of the assignment as per the terms and
conditions of the engagement agreed between the Company and the client; and after
assessing the certainty of its recovery.
(ii) Income from broking activities comprises brokerage received on trades executed on the
exchanges. The brokerage, net of stamp duty, STT charges, exchanges’ transaction charges
and applicable indirect tax (GST), is recognized on accrual basis but only after the amount
becomes determinable on a reasonable basis.
(iii) Income from term deposits being the interest received from banks is recognized on accrual
on the basis of bank certificates.
(iv) Income from bonds being the interest received from the entity issuing such instruments is
recognized on accrual basis.
(v) Income from liquid mutual fund is recognized in the period in which the investment is
redeemed and realized.
(E) Property, Plant & Equipment and Depreciation / Amortisation

(i) Property, Plant & Equipment taken over from the holding organization (Bank of Baroda)
are recorded at its historical cost less accumulated depreciation/ capitalized as on the
date of assets take over and other Property, Plant & Equipment are stated at original cost
net of tax/duty credits availed, if any, less accumulated depreciation.
(ii) Cost comprises the purchase price and any attributable cost of bringing the asset to its
working condition for its intended use.
(iii) Depreciation on Property, Plant & Equipment other than software is provided using the
written down value method (WDV) at the rates prescribed in schedule II to the Companies
Act, 2013. Depreciation for additions to/deduction from the owned assets is calculated as
per the above methodology but on pro rata basis from the month of additions/deductions.
(iv) Amortization of computer software purchased by the Company is provided on straight-line

basis and amortised over a period of 3 years by treating the life of assets as 3 years.
(@33.33% per annum).

(v) Depreciation on improvement of assets on leased property is provided at the rate of 20%
p.a. straight line basis and will be written off in a span of 5 years.
(F) Foreign Currency Transaction

(i) In respect of foreign exchange transaction, the transaction in foreign currency is recorded
in rupees by applying the exchange rate prevailing at the time of the transaction. Short or
excess amount realised on receipt due to foreign exchange rate fluctuation is transferred
to the Statement of Profit and Loss.
(ii) All foreign currency liabilities / assets not covered by forward contracts, are restated at
the rates prevailing at the year end and any exchange differences are debited / credited
to the Statement of Profit and Loss .
(G) Investments
The Company classifies its investments in accordance with Accounting Standard 13 on ‘Accounting
for Investment’. Long term investments are carried at cost, after providing for diminution in value,
if such diminution is of other than temporary in nature. Current investments are carried at lower
of cost or market value. The determination of such investments is done on the basis of specific
identification.
(H) Employee Benefit

Short Term Employee Benefits
All employee benefits payable wholly within one year of rendering services are classified as
short-term employee benefits. Benefits such as salaries, short term compensated absences,
the expected cost of bonus, ex-gratia, etc. are recognized as an expense at the undiscounted
amount in the Profit and Loss Account of the year in which the related service is rendered.
Long Term Employee Benefits

The Company has a deferred incentive retention plan which is paid in three annual tranches.
The Company accounts for the liability as per the actuarial valuation. The actuarial valuation of
the deferred incentive liability is calculated based on certain assumptions regarding prevailing
market yields of Indian government securities and staff attrition as per the projected unit credit
method made at the end of each reporting period. The actuarial losses/gains are recognised in
the statement of profit and loss in the period in which they arise.
Post-Employment/Retirement Benefits:
The Company provides retirement benefits in the form of Provident Fund, National Pension
Scheme (“NPS”) and Gratuity. The Company is following the Defined Contribution Plan as
mentioned in Accounting Standard 15 on ‘Employee Benefits’ which requires the payment of a
defined sum every month in the prescribed scheme. The contribution paid under the scheme is
recognized during the period in which the employee renders the related service.

Gratuity contribution made under the employee Group Gratuity of Life Insurance Scheme of LIC
and India First life Insurance Company Ltd. is charged to revenue.
Contribution to recognized provident fund and NPS is charged to revenue.
(I) Borrowing Cost

Borrowing cost attributable to the acquisition or construction of qualifying assets is capitalised
as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial
period of time to get ready for its intended use or sale as per Accounting Standard 16 “Borrowing
Cost”. All other borrowing costs are charged to revenue.
(J) Leases
(i) Lease rentals in respect of assets acquired under operating leases are charged off to the
Statement of Profit and Loss. Lease rentals in respect of assets given under operating
leases are credited to the Statement of Profit & Loss.
(ii) Leases, where the lessor effectively retains substantially all the risks and benefits of
ownership of the leased item, are classified as operating leases.
(K) Earnings Per Share

Basic earnings per share is computed by dividing net profit or loss for the period attributable to
equity shareholders by the weighted average number of shares outstanding during the year.
Diluted earnings per share amounts are computed after adjusting the effects of all dilutive potential
equity shares except where the results would be anit-dilutive. The number of shares used in
computing diluted earnings per share comprises the weighted average number of shares
considered for deriving basic earnings per share, and also the weighted average number of
equity shares, which could have been issued on the conversion of all dilutive potential equity
shares. Basic earnings per share is computed by dividing net profit or loss for the period
attributable to equity shareholders by the weighted average number of shares outstanding during
the year. Diluted earnings per share amounts are computed after adjusting the effects of all
dilutive potential equity shares except where the results would be anti-dilutive.
(L) Provision for Current and Deferred Tax

(i) Provision for current tax is determined on the basis of taxable income and tax credits
computed in accordance with the provisions of the Income Tax Act, 1961.
(ii) Deferred tax is recognized, subject to the consideration of prudence, on timing differences,
being the difference between the taxable income and the accounting income that originate
in one year and are capable of being reversed in one or more subsequent years.
(iii) The deferred tax asset is recognized and carried forward only to the extent that there is a
virtual certainty that the asset will be realized in future.

(M) Impairment of Assets

As at each Balance Sheet date, the carrying amount of assets is reviewed for impairment so as
to determine:
(i) the provision for impairment loss required, if any, or
(ii) the reversal required of impairment loss recognized in previous years, if any.
An asset is treated as impaired when the carrying amount of assets exceeds its recoverable
amount.
After impairment, depreciation is provided on revised carrying amount of the asset over its
remaining useful life.
Recoverable amount is determined:
(i) in the case of an individual asset, at higher of the net selling price and the value in use;
(ii) in the case of a cash generating unit (a group of assets that generate identifiable,
independent cash flows), at higher of the cash generating unit’s net selling price and the
value in use.
Value in use is determined as the present value of estimated future cash flows from the continuing
use of an asset and from its disposal at the end of its useful life.
The amount so recognized as an impairment loss is charged to Profit and Loss Account in the
year in which an asset is identified as impaired.
(N) Provision & Contingent Liability

Provisions involving substantial degree of estimation in measurement are recognized when there
is a present obligation as a result of past events and it is probable that there will be an outflow of
resources. Provisions are not discounted to its present value and are determined based on best
estimate required to settle the obligation at the balance sheet date. These are reviewed at each
balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are
not recognized but are disclosed in the notes. Contingent assets are neither recognized nor
disclosed in the financial statements.
(O) Operation Cycle

Based on the nature of products/activities of the Company and the normal time between
acquisition of assets and their realisation in cash or cash equivalents, the Company has
determined its operating cycle as 12 months for the purpose of classification of its assets and
liabilities as current and non current.

24 RELATED PARTY DISCLOSURE:

The Company is a wholly owned subsidiary of Bank of Baroda which is a Central Government Controlled Enterprise.
Consequently, the Company and other entities which are subsidiaries of Bank of Baroda will become Central Government
controlled enterprises. Para 9 of Accounting Standard 18 issued by Institute of Chartered Accountants of India (ICAI)
pertaining to ‘Related Party Transactions’ exempts the Company from disclosure of relationships and transactions
with Central Government controlled enterprises. Therefore, transactions of the Company with Bank of Baroda (Holding
Company) and its subsidiaries and other Central Government controlled enterprises are not separately disclosed.
Other Related Parties Disclosures are as under :
(A) LIST OF RELATED PARTIES AND RELATIONSHIPS:

Key Management Personnel
(i) Mr. Pramod Keni Company Secretary (upto 29th Feb 2024 )
(ii) Mr. Sunil Kumar Sharma Managing Director (upto 25th July 2023 )
(iii) Mr Sanjiv Kumar Saraff Joint Managing Director (w.e.f. 05th April 2021)
(iv) Mr Sanjeev Dobhal Managing Director (w.e.f 25th July 2023 )
(v) Mr. Jignesh Vora Chief Financial Officer (upto 18th January 2024 )
(vi) Mr. Neelesh Baheti Chief Financial Officer (w.e.f 22nd February 2024)
(B) DETAILS OF TRANSACTION WITH RELATED PARTIES (Amount in Rs.”000" )
Related parties Nature of Transactions during the year 2023-24 2022-23
Mr. Sunil Kumar Sharma Remuneration paid 866 3,032

Contribution to Provident Fund 49 154
Allowances 159 306
Brokerage income received - -
Mr. Sanjeev Dobhal Remuneration paid 2,773 -
Contribution to Provident Fund 155 -
Contribution to NPS 496 -
Mr. Sanjiv Kumar Saraff Remuneration paid 18,034 22,803
Contribution to NPS 667 667
Mr. Jignesh Vora Remuneration paid 8,206 8,568
Mr. Pramod Keni Remuneration paid 3,334 2,453
Mr. Neelesh Baheti Remuneration paid 1,974 -
Contribution to Provident Fund 133 -
Contribution to NPS 111 -

25 EARNING IN FOREIGN CURRENCY (Amount in Rs.”000" )

Particulars 2023-24 2022-23
Income from Services 2,511 1,122
2,511 1,122
26 EXPENDITURE IN FOREIGN CURRENCY (Amount in Rs.”000" )

Bank Charges 6 8
Travelling Expenses - -
Connectivity Charges - -
Periodical & subscription 504 446
Database Subscription 138 1,383
Out of pocket expense 9
657 1,837
27 DERIVATIVES :
UNHEDGED :
The year end Foreign Currency exposures that have not been hedged by a derivative instrument are as under :-
Amount receivable in foreign currency on account of the following :
Particulars 2023-24 2022-23 Foreign
(Amount in Amount (Amount in Amount Currency

Rs.”000" ) in Foreign Rs.”000" ) in Foreign
Currency Currency
Receivables 678 8,140 3,350 41,100 USD
28 The following are analytical ratios for the year ended March 31, 2024 and March 31, 2023
Particulars Numerator Denominator 2023-24 2022-23 Variance
a) Current Ratio* Current Assets Current Liabilities 7.44 9.17 -19%
b) Return on Net Profit Average Shareholder’s (0.08) 0.01 -1159%

Equity Ratio** after Taxes Equity
c) Trade Receivables Revenue Average Trade 3.04 2.06 48%

turnover ratio*** Receivables
d) Trade payables Purchases of services Average Trade 3.00 1.43 110%

turnover ratio**** and other expenses Payables
e) Net capital turnover Revenue Working capital 0.30 0.31 -4%

ratio*****
f) Net Profit Ratio ****** Net Profit Revenue (0.28) 0.03 -1171%
g) Return on Capital Earning before Capital Employed (11.90) 0.90 -1426%

employed******* interest and taxes

h) Return on Investment
Unquoted Income generated Time weighted 30.58 7.11 330%
from investments average investments
Quoted Income generated Time weighted 0.00 0.00 0%
from investments average investments
*Current ratio has decreased mainly due to increase realisation of outstanding debtors and as well as increase in
creditors relating to settlement obligations for client’s trades executed on Stock Exchanges on T+1 day due to increase
in business volumes.
**Return on Equity Ratio is negative due to losses.
***Trade Receivables turnover ratio has increased due to debtors realisation and decrease in debtors relating to
settlement obligations for client’s trades executed on Stock Exchanges for T+1 day.
****Trade payable turnover ratio has increased mainly due to increase in business expenses.
*****Net capital turnover ratio has decreased due to decrease in revenue and realisation of outstanding business
debtors.
******Net profit Ratio has decreased due to decrease in sales as compared to last year and also due to increase in
cost.
*******Return on Capital employed has decreased due to decrease in Earning before interest and taxes.
29 Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at
least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility
(CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and
culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, COVID-19 relief and
rural development projects. The funds were utilized through the year on these activities which are specified in
Schedule VII of the Companies Act, 2013:
(Amounts in Rs.”000" )
Sr. Nos Particulars 2023-24 2022-23
a) Amount required to be spent by the

company during the year, 1684 1442
b) Amount of expenditure incurred, 1684 1442
c) Shortfall at the end of the year, - -
d) Total of previous years shortfall, - -
e) Nature of CSR activities in 2023-24, Water Purifier to Promoting women

Unified English School- empowerment projects,
Malad, Donation to PM education and vocational
national relief fund. skills , Donation to
PM national relief fund.

f) Details of related party transaction in - -

relation to CSR expenditure as per
relevant Accounting Standard
g) Where a provision is made with respect - -

to a liability incurred by entering into a
contractual obligation, the movements in
the provision during the year
30 ASSETS TAKEN ON LEASE:

The Company’s major leasing arrangements are in respect of office premises (including furniture & fittings therein).
The aggregate lease rentals of Rs 47,626 thousands (Previous Year Rs. 38,737 thousands) are charged as Rent and
shown under the Note No. 20 “Other Expenses”. The total of future minimum lease payment under non cancellable
operating lease for less than 1 year is Rs.52,396 thousands/- (Previous Year Rs. 37,427 thousands) and 1-5 years is
Rs.1,49,323 thousands (Previous Year Rs. 1,32,950 thousands). The total of future minimum sublease payment
expected to be received is NIL (Previous Year NIL). Total sublease payment received (or receivable) recognised in the
statement of Profit and loss for the period is NIL (Previous Year NIL). Contingent (usage based) lease payment
recognised in the statement of Profit and loss for the period is NIL (Previous Year NIL).
31 EMPLOYEE BENEFITS :
As per Accounting Standard 15 “Employee Benefits”, the disclosures of Employee benefits as defined in the said
Accounting Standards are given below :
Defined Contribution Plan

The Company’s defined contribution plans includes Provident Fund. Contribution to Defined Contribution Plan,
recognised as an expense for the year are as under :
(Amount in Rs.”000" )
Contribution to Provident Fund 12,388 10,925
Defined Benefit Plan

Gratuity which is a defined benefit plan. It is accrued based on actuarial valuation as at balance sheet date by an
independent actuary. The Company has opted for a Group Gratuity-cum-Life Assurance Scheme of the Life Insurance
Corporation of India (LIC) and Group Gratuity-cum-Life Assurance Scheme of the IndiaFirst Life Insurance Company
Ltd. and the contribution is charged to the Statement of Profit & Loss and the related disclosures are as under:
(Amount in Rs.”000" )
Group Gratuity Scheme LIC IndiaFirst
1. Assumptions
Discount Rate 7.10% 7.09%
Salary Escalation 10.00% 10.00%

2. Table Showing changes in present value of Obligation As on
Present value of obligations as at the beginning of year 3,000 8,006
Interest cost 194 590
Current service cost 125 2,104
Benefits Paid (424) (2,537)
Actuarial (gain)/loss on obligations 628 3,821
Present value of obligations as at the end of year 3,523 11,984
3. Table showing changes in the fair value of plan assets As on
Fair value of plan assets at the beginning of year 2,372 6,161
Expected return on plan assets 173 448
Contributions 436 -
Benefits paid (424) (2,537)
Actuarial (gain)/ loss on plan assets 3.65 (439)
Fair value of plan assets at the end of year 2,560 3,632
4. Table showing fair value of plan assets As on
Actual return on plan assets 173 448
Contributions 436 -
Funded status ((Surplus) / Deficit) 962 8,351
5. Actuarial Gain/Loss recognized as on
Actuarial (gain)/ loss on obligations 628 3,821
Actuarial (gain)/ loss for the year - plan assets 4 (439)
Actuarial (gain)/ loss recognized in the year 625 4,260
6. The amounts to be recognized in the balance sheet
and statements of profit and loss
Fair value of plan assets as at the end of the year 2,560 3,632
Funded status 962 8,351
Net (asset)/liability recognized in balance sheet 962 8,351

7. Expenses Recognised in statement of Profit and loss
Current Service cost 125 2,104
Interest Cost 194 590
Expected return on plan assets (173) (448)
Net Actuarial (gain)/ loss recognized in the year - -
Expenses recognised in statement of Profit and loss 146 2,246
8. Schedule III Details
Current Liability - -
Non-Current Liability 962 8,351
Previous Year (Amount in Rs.”000" )
Group Gratuity Scheme LIC IndiaFirst
1. Assumptions
Discount Rate 7.28% 7.27%
Salary Escalation 5.00% 5.00%
2. Table Showing changes in present value of Obligation As on
Present value of obligations as at the beginning of year 2,529 8,625
Interest cost 154 576
Current service cost 116 2,458
Benefits Paid (202) (2,517)

Actuarial (gain)/loss on obligations 402 (1,136)
3. Table showing changes in the fair value of plan assets As on
Expected return on plan assets 163 489
Contributions - -
Actuarial (gain)/ loss on plan assets 12 432
4. Table showing fair value of plan assets As on
Actual return on plan assets 163 489
Contributions - -

Funded status ((Surplus) / Deficit) 628 1,845
5. Actuarial Gain/Loss recognized as on
Actuarial (gain)/ loss on obligations 402 (1,136)
Actuarial (gain)/ loss for the year - plan assets 12 432
Actuarial (gain)/ loss recognized in the year 390 (1,568)
6. The amounts to be recognized in the balance sheet
and statements of profit and loss
Fair value of plan assets as at the end of the year 2,372 6,161
Funded status 628 1,845
Net (asset)/liability recognized in balance sheet 628 1,845
7. Expenses Recognised in statement of Profit and loss
Current Service cost 116 2,458
Interest Cost 154 576
Expected return on plan assets (163) (489)
Net Actuarial (gain)/ loss recognized in the year - -
Expenses recognised in statement of Profit and loss 107 2,545
8. Schedule III Details
Current Liability - -
Non-Current Liability 628 1,845
Short - term obligations

Liablilities for Salaries and leave salary that are expected to be settled wholly within 12 months after the end of the
period in which the employees render the related service are recognised in respect of employees' services upto the
end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The
liabilities are presented as Short term provisions in the balance sheet.
32 SEGMENT REPORTING :
Operating segments are defined as components of an enterprise for which discrete financial information is available
that is evaluated regularly by chief operating decision maker, in deciding how to allocate resources and assessing
performance. The segments were identified during the year and previous year figures have been shown accordingly.
The Company’s business is organised into two segments as mentioned below. Segments have been identified and
reported taking into account the nature of services, the differing risks and returns and internal financial reporting. The
Company has determined the following reporting segments based on information reviewed by the Chief Operating
Decision Maker (CODM). These segments will be reviewed by the CODM every year and changes in existing or
addition of new reportable segments will be carried out accordingly. The Managing Director and Chief Executive
Officer and Joint Managing Director who are responsible for allocating resources and assessing performance of the
operating segments has been identified as the CODM.

Identified business Segments The business segments comprises
Investment Banking a) Investment Banking Debt – Distress Debt Resolution, Debt

Syndication, Debt Capital Markets, Project Financial Appraisals,
etc.
b) Investment Banking Equity- Equity Capital Market Fund Raising

Services, i.e. IPO, FPO, Rights Issue, QIP, etc., M & A Advisory,
Private Equity – Advisory on other capital market related services, etc.;
Broking & distribution Broking and other related activities, Distribution of third party products.
(Amounts in Rs.”000")
Sr.No. Particulars Investment Banking Broking & Distribution Total
FY23-24 FY22-23 FY23-24 FY22-23 FY23-24 FY22-23
1 Revenue* 157,983 275,567 240,512 176,258 398,495 451,825
2 Less : Internal segment - - - - - -
revenue
3 Total Revenue 157,983 275,567 240,512 176,258 398,495 451,825
4 Segment results 51,619 165,450 (81,189) (297) (29,570) 165,153
5 Unallocated expenses net - - - - 139,766 150,817
of unallocated income
6 Operating profits - - - - (169,336) 14,336
7 Income tax expense - - - - (44,301) 1,844
8 Net profit/(loss) - - - - (125,035) 12,492
9 Segment assets 53,015 190,005 137,066 1,182,604 190,081 1,372,609
10 Unallocated assets - - - 1,499,952 420,818
11 Total assets - - - - 1,690,033 1,793,427
12 Segment liabilities 20,129 10,647 124,012 105,276 144,141 115,923
13 Unallocated liabilities - - - - 1,545,893 1,677,504
14 Total liabilities - - - - 1,690,033 1,793,427
15 Capital expenditure - - - - 11,532 7,359
16 Depreciation - - - - 6,556 4,503
* Revenue from Broking and distribution segment includes interest on Fixed deposit kept as margin money with Stock
exchange/ the clearing corporation
33 M/s STCI – Standard Chartered Capital Markets Limited (joint merchant banker) filed a case against the Company
in the year 2010 as well as the issuer company (SVPCL Limited) for indemnifying the damage of Rs.1,523 thousands
claimed by SVPCL Limited. The above disputed matter is pending before the Hon’ble High Court, Mumbai. In the
opinion of the management this is a frivolous litigation and there would not be any liability on the company and the
case, in all probability, would be decided in the company’s favour. Hence company is not disclosing contingent
liability in this respect.

34 CURRENT ASSETS, LOANS & ADVANCES, CURRENT LIABILITIES AND PROVISIONS:

In the opinion of the Board of Directors, the Current Assets, Loans and Advances and Current Liabilities are
approximately as per the value stated in the Balance Sheet which are realized or repaid in the ordinary course of
business.
The management assesses the realizability and periodicity of receivables on a regular basis and provides for the
amount considered as doubtful.
Trade Receivables, Trade Payables and Loans and Advances balances are subject to confirmation and consequential
adjustment, if any.
35 One of the debtors of Rs. 1.48 Crs is outstanding for more than one year as on 31st March 2024. Management is
confident that funds will be received in near future and hence, no provision has been made in the books for the said
debtor.
36 The final dividend on shares is recorded as a liability on the date of approval by the shareholders and interim
dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors. The Company
declares and pays dividends in Indian rupees. Companies are required to pay/distribute dividend after deducting
applicable withholding income taxes.
The amount of per share dividend recognized as distribution to equity shareholders in accordance with Companies
Act 2013 is as follows:
Particulars Year ended March 31st
2024 2023
Final dividend per share for financial year NIL Rs. 0.50
During the year ended March 31, 2024, on account of the final dividend for financial year 2022-2023, the Company has
incurred a cash outflow of Rs. 5,000 thousands (including Tax deducted at source of Rs.500 thousands).
37 The previous year figures have been regrouped/reclassified, wherever necessary to confirm to the current presentation.


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Annual Report 2023-24

10 Notice of Annual General Meeting

22 Corporate Governance Report

31 Annexure – I Extract of Annual Report in Form MGT-9

39 Annexure – II Secretarial Auditors Report

44 Annexure – III Report on Corporate Social Responsibility Activities

46 Statutory Auditor’s Report

Annual Accounts for the year ended 31st March 2024

60 a. Balance Sheet as at 31st March 2024

62 c. Cash flow Statement for year ended 31st March 2024

63 d. Schedules forming part of Balance Sheets

74 e. Schedules forming part of Profit and Loss Account

76 f. Notes forming part of Annual Accounts

5 I BOB CAPITAL MARKETS LIMITED

Our Board of Directors

Shri. Debadatta Chand - Chairman

Shri Lalit Tyagi – Director

6 I BOB CAPITAL MARKETS LIMITED

Shri Ravindra Singh Negi – Director

Mrs. Rajeshree Sabnavis - Independent Director

7 I BOB CAPITAL MARKETS LIMITED

Shri Arvind Mahajan – Independent Director

8 I BOB CAPITAL MARKETS LIMITED

Shri Sanjeev Dobhal – Managing Director and Chief Executive Officer

Shri Sanjiv Kumar Saraff – Joint Managing Director

9 I BOB CAPITAL MARKETS LIMITED

NOTICE FOR THE 28th ANNUAL GENERAL MEETING OF

BY ORDER OF THE BOARD OF DIRECTORS

Place : Mumbai Ajit Joshi

10 I BOB CAPITAL MARKETS LIMITED

BY ORDER OF THE BOARD OF DIRECTORS

Place : Mumbai Ajit Joshi

11 I BOB CAPITAL MARKETS LIMITED

(Rs. in lakh, except EPS)

Particulars Year ended March 31,

Total Revenue 4400.69 4708.36

Profit before depreciation and taxation (1627.8) 188.38

Less: Depreciation and amortisation 65.56 45.03

Profit before tax (1693.36) 143.35

Less: Provision for taxation and others (443.01) 18.44

Profit after tax (1250.35) 124.91

Interim Dividend 0.00 0.00

Proposed Final Dividend NIL 50.00

Profit after dividend carried to Balance Sheet (1250.35) 74.91

Earnings per share (basic) – (Rs.) (12.50) 1.25

Earnings per share (diluted) – (Rs.) (12.50) 1.25

12 I BOB CAPITAL MARKETS LIMITED

I. Investment Banking & Advisory Fees

(a) Investment Banking (Debt)

1. Downsell transaction of a large renewable asset

3. Debt Advisory for a large group for its greenfield port

4. Working capital solution for a large listed EPC player

5. DCM segment - Arrangers for 7 bond market deals

(b) Investment Banking (Equity)

II. Brokerage and Related Income

13 I BOB CAPITAL MARKETS LIMITED

(b) Retail Broking

Closure of Share Transfer Books

Future Business Plans

14 I BOB CAPITAL MARKETS LIMITED