SMC Global Securities Ltd

The Directors of the your Company have pleasure in presenting the 31st (Thirty-First) Board S Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025.

The standalone and consolidated financial performance of your Company for the financial year ended 31st March, 2025 is summarized below:

(in Lakhs)

Notes:

(1) The above figures are extracted from the audited standalone and consolidated financial statements of the Company.

(2) The amount shown in bracket () in the above table are negative in value

The financial results and revenue from operations, including major developments which have been discussed in detail in the Management Discussion and Analysis Report which forms part of this Annual Report.

The standalone and the consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) applicable on the Company.

During the financial year 2024 25, on a consolidated basis, the Company reported revenue from operations of 1,77,574.15 Lakhs, representing an increase of 8.38% over the previous year s revenue of 1,63,840.87 Lakhs. Despite the growth in revenue, the net profit for the year declined by 22.02%, amounting to 14,681.16 Lakhs, as against 18,827.65 Lakhs recorded in the preceding financial year. Further, the Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) stood at 41,938.99 Lakhs, reflecting a decrease of 1.54% from 42,592.86 Lakhs in the prior year.

The Company s consolidated revenue primarily comprises income generated from broking and trading activities in equity, commodity and currency markets, as well as clearing services, depository operations, financing activities, and other capital market-related services.

The financial performance during the year was impacted by regulatory changes affecting the derivatives (F&O) segment, which resulted in a moderation of trading volumes and a decline in overall market participation.

These developments, in particular, affected the performance of the broking business, thereby exerting pressure on the Company s short-term revenue and profitability.

On a standalone basis, the Company recorded revenue from operations of 92,429.19 Lakhs, representing a year-on-year growth of 8.34% over 85,315.07 Lakhs in the previous year. However, the net profit declined by 25.36% Amounting to 10,526.14 Lakhs, as compared to 14,102.56 Lakhs in the preceding financial year. The EBITDA stood at 25,697.14 Lakhs, lower by 4.64% from 26,947.49 Lakhs recorded in FY 2023 24.

The financial performance during the year was impacted by regulatory headwinds in the derivatives (F&O) segment, particularly in Q4, leading to a decline in trading volumes and overall market participation. These conditions significantly affected the short-term revenue and profitability of the broking vertical.

Furthermore, the decline in profitability across both consolidated and standalone levels were driven by compressed brokerage margins and an increase in compliance and technology-related expenditure. These investments were necessitated by the Company s continued focus on enhancing its digital infrastructure and ensuring regulatory preparedness.

Despite these short-term challenges, the Company views this period as a strategic phase of transition, driven by structural reforms in the capital markets. The management believes that such regulatory developments will contribute to a more robust and transparent market ecosystem, ultimately benefiting well-diversified and resilient institutions like SMC.

The Company remains committed to its long-term vision, with continued investments in broadening service offerings, digital transformation, and client acquisition to ensure sustainable and profitable growth. On a consolidated basis, all business segments contributed meaningfully to the revenue expansion during the year.

For a detailed analysis of the Company s operations, strategic initiatives, and outlook, please refer to the Management Discussion and Analysis Report.

Your Company, together with its subsidiaries and joint venture company, continues to operate a well-diversified portfolio of financial services, including brokerage, clearing services, depository participant services, investment advisory, wealth management, portfolio management services (PMS), real estate broking, mortgage and loan advisory, NRI & FPI services, among others. These activities are broadly classified under the Broking, Distribution, and Trading segment, alongside the Financing and Insurance Broking businesses.

During the financial year 2024 25, the Indian broking industry experienced a mixed performance influenced by evolving regulatory interventions, especially in the derivatives (F&O) segment, increased compliance obligations, and the continued transition toward digital-first investing platforms. Retail participation witnessed some moderation in the second half of the year due to market volatility, reduced F&O leverage, and heightened risk perception. Nonetheless, long-term structural trends-such as rising financial awareness, increased demat penetration and digitization -continue to support the sector s underlying strength. Against this backdrop, your Company remained focused on strengthening its technological infrastructure, enhancing client experience, and diversifying its service offerings. Significant investments were made in digital platforms, data analytics, and cyber security to ensure scalable, secure, and seamless service delivery.

Despite short-term headwinds in certain market segments, your Company remains optimistic about the long-term growth potential of the Indian financial services ecosystem. With a clear focus on innovation, regulatory compliance, operational excellence, and customer engagement, the Company is well-positioned to harness emerging opportunities and deliver sustained value to its stakeholders.

Change in the nature of business

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

Share Capital & Listing information

The Authorized Share Capital of the Company is 95,51,00,000 and the paid up share capital of the Company is 20,94,00,000 comprising of 10,47,00,000 equity shares of 2 each. The equity shares of the Company are listed on nationwide trading platforms i.e. National Stock Exchange (NSE) and Bombay Stock Exchange (BSE).

1. INE103C01036/Scrip National Stock Equity Shares 10,47,00,000 Active listing code: SMC GLOBAL Exchange*

2. INE103C01036/Scrip Bombay Stock Equity Shares 10,47,00,000 Active listing Code No. 543263 Exchange*

*The face value of each equity shares is 2.

As on the date of this report and pursuant to the approval of the Board of Directors for raising funds up to 40,000 Lakhs through one or more public issuances, your Company successfully completed two separate public issuances of Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs).

The first public issue of NCDs was allotted on August 7, 2024, comprising

Series I to VII, for an aggregate amount of up to 15,000 Lakhs. The issue consisted of a Base Issue Size of 7,500 Lakhs and a Green Shoe Option of 7,500 Lakhs, aggregating up to 15,00,000 NCDs of face value 1,000 each. A total of 9,97,931 NCDs were allotted in this issuance amounting to Rs. 9,979.31 Lakhs. The said NCDs were listed on the Bombay Stock Exchange (BSE) on August 8, 2024, in accordance with applicable regulatory requirements.

The second public issue of NCDs was allotted on April 24, 2025, comprising Series VIII to XII, under a similar structure. A total of 12,03,042 NCDs of face value 1,000 each were allotted, aggregating to 12,030.42 Lakhs. The NCDs under this issuance were listed on the BSE on April 28, 2025, in accordance with applicable regulatory requirements.

A summary of the two public issuances and their respective listing details, as on the date of this Report, is provided below:

The following table summarizes the details of the NCD listed as on the date of this report:

**The face value of each NCD is 1000.

The Company has been servicing payment of the interest timely on the due dates.

In accordance with the provisions of Regulation 52(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms the following with respect to the utilisation of proceeds from its public issuance of Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs):

The proceeds raised from the issuance and allotment of NCDs on 7th August, 2024 (Series I to Series VI) were intended to be utilised towards working capital requirements and general corporate purposes, as disclosed in the offer document. The entire amount raised has been fully utilised for the said purposes as on the date of this report.

The proceeds from the issuance and allotment of NCDs on 24th April, 2025 have been raised for similar purposes, i.e., working capital requirements and general corporate purposes, as per the disclosures made in the offer document. However, the said proceeds are yet to be fully utilised as on the date of this report.

The details of the Debenture Trustee of the Company are as under:

There have been no material changes and commitments that have occurred after the closure of the financial year until the date of the report, which may affect the financial position of the Company.

During the year, the Company has distributed an interim dividend of 60% on the face value of the equity shares of the Company i.e. Rs. 1.20 per equity share. The dividend was paid to those shareholders, whose name was registered in the Register of Members as on the record date i.e. 5th February, 2025. The Company has spent approximately Rs.12,56,40,000/- (Rupees Twelve Crore Fifty Six Lakhs and Forty Thousand Only) on account of interim dividend distribution pertaining to FY 2024-25. As per the dividend distribution policy and the stable profits of the Company for the financial year 2024-25, your Directors are pleased to recommend a final dividend of 60% on the face value of equity shares i.e. Rs. 1.2 per equity share, which if approved, shall result in payment of total dividend @ 120% i.e. Rs. 2.4 on the face value of equity shares of Rs. 2 each for the FY 2024-25. The dividend recommended, if approved by the members, will be paid to the members within the period stipulated under the Companies Act, 2013 ("the Act").

The dividend, if approved at the ensuing AGM, would be paid to those Members whose names appear in the Register of Members maintained by the Registrar and Share Transfer Agents/Beneficial Owners maintained by the depositories as stated in notice of the ensuing AGM.

The record date for the purpose of distribution of final dividend is 13th June, 2025 and Book closure period is fixed from 14th June, 2025 to 17th June, 2025.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the Dividend Distribution Policy which is available on the website of the Company at https://smcindiaonline.com/wp-content/uploads/2021/09/DIVIDEND-DISTRIBUTION-POLICY.pdf The dividend recommended is in accordance with the Company s Dividend Distribution Policy.

Pursuant to section 194 of the Income Tax Act, 1961, the dividend received on equity shares is taxable at the applicable slab rates. The income is taxable in the hands of the receiver, and TDS is applicable and the company paying dividends has to deduct TDS under section 194 @10% if the shareholder s total dividend in a year is more than 10,000 from 1st April 2025 onwards.

Your Board of Directors has not proposed to transfer any amount to any reserve during the financial year 2024-25.

As per the Companies Act, 2013 (the "Act") and its corresponding rules, the Company, being a listed entity, is not required to establish a debenture redemption reserve for publicly issued debentures. However, under the applicable regulations, the Company must either:

a) Deposit at least 15% of the debentures maturing in the following financial year (ending March 31) into a scheduled bank account by April 30th each year, or

b) Invest the said amount in securities specified under Rule

18(1)(c) of the Companies (Share Capital and Debentures) Rules, 2014.Since, no debentures are due for redemption in the upcoming financial year (ending March 31), this requirement does not apply for the current year. Nevertheless, the Company maintains adequate liquidity to meet any future debenture-related obligations. Additionally, for secured debentures, the Company ensures an asset cover of at least 100% at all times.

The financial summary of the performance of the Company s subsidiaries during the FY 2024-25 are as under:

(in Lakhs)

The amount shown in () in the above table are negative in value. During the year SMC & IM Capitals Investment Manager LLP, Joint Venture was dissolved.

As on 31st March, 2025, the Company has total nine (9) subsidiaries including eight (8) wholly owned subsidiaries and one (1) subsidiary. The Company had a joint venture company which was partially owned by its subsidiary i.e. SMC Investments and Advisors Limited with 50% control over the said joint venture company. The SMC & IM Capitals Investment Manager LLP, (Joint Venture), ceased to be the Joint Venture of your company during FY 2024-25 due to dissolution of the entity and divestment made by the Company, effective from 5th November, 2024.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of your Company and a separate statement containing the salient features of Financial Statement of subsidiary and joint venture in Form AOC-1, which forms part of this Annual Report.

Further, pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements and relevant information relating to subsidiary companies are also available on the website of the Company at https://smcindiaonline.com/investors/.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

Further, the Company does not have any associate companies during the year or at any time after the closure of the year and till the date of the report.

SMC & IM Capitals Investment Manager LLP, (Joint Venture), ceased to be the Joint Venture of your company during FY 2024-25 due to dissolution of the entity and divestment made by the Company, effective from 5th November, 2024.

During the year, no other company, except the companies as mentioned above, has become or ceased to be subsidiary, joint venture or associate of the Company.

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries, and joint venture companies and their contribution to the overall performance of the Company can be referred in form AOC-1 and the Consolidated Financial Statements of the Company.

Pursuant to Regulation 16(1) (c) of the Listing Regulations and in accordance with Company s policy for determining the material subsidiaries, Moneywise Financial Services Private Limited and SMC Insurance Brokers Private Limited were recognized as material subsidiary by the Board of Directors of Company during the financial year 2024-25. The Company ensures compliances relating to subsidiary companies as mentioned in Regulation 24 of the Listing Regulations and other compliances mentioned in Companies Act, 2013.

The policy on determination of material subsidiaries is available at the website of the Company https://smcindiaonline.com/wp-content/uploads/2021/06/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARY-COMPANIES.pdf

Pursuant to the section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

1. That in preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2025 and the statement of Profit & Loss Account for the financial year ended 31st March, 2025.

3. That proper and sufficient care has been taken for the 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 fraud and other irregularities.

4. That the annual financial statements have been prepared on a going concern basis.

5. Those proper internal financial controls were in place and that the financial controls were adequate and was operating effectively.

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

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors on recommendation of the Nomination and Remuneration Committee has adopted a formal mechanism for evaluation of annual performance of the individual Directors, Board as a whole and Board Committees. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the FY 2024-25 in accordance with the framework. The independent directors of the Company also at their separate meeting held on 24th March, 2025, reviewed the performance of non-independent directors, Chairperson and Board as a whole including evaluation of timeliness and flow of information in the Company and provided their suggestions, if any. Based on the outcome of the performance evaluation exercise, opportunities for further enhancement have been identified for the Board's engagement, which will be proactively pursued.

Further, in this regard, the Board of Directors considers that the Independent Directors on the Board of the Company has the required level of expertise, experience and integrity as is required for the position.

In accordance with the provisions of Regulation 25(7) and 46(2) of the Listing Regulations, the Company familiarizes the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions and also at regular intervals with the business strategies of the Company. Apart from the aforementioned, the Company also updates the independent directors periodically with the recent changes in statutory provisions applicable on the Company and/or any change /addition in the business operations of the Company.

The details of training and familiarization program conducted during the year are provided in the Corporate Governance Report and is also available on the website of the Company at https://www.smcindiaonline.com/ wp-content/uploads/2024/07/ Familiarization-Programme-2024-2025.pdf

During the FY 2024-25, the Company did not accept or renew any deposit pursuant to section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has adopted a vigil mechanism policy to provide a formal mechanism to the Directors, employees and stakeholders of the Company to report their genuine concerns including concerns about unethical behavior, actual or suspected fraud, and violation of Company s code of conduct and/or disclosure of unpublished price sensitive information. In this regard, the Policy provides an adequate safeguard to the whistle blower against any victimization and also provides direct access to the Chairman of Audit Committee in exceptional circumstances. An update/report on the functioning of the mechanism including the complaints received and actions taken is presented to the Audit Committee on yearly basis.

The Audit Committee receives, investigates and redresses the complaints received under the vigil mechanism. The Policy on vigil mechanism is available on the website of the Company at https://smcindiaonline.com/ wp-content/uploads/2021/09/ VIGIL-MECHANISM-POLICY.pdf

In this regard, during the year under the review, your company has not received any complaint from any Directors, employees and stakeholders of the company pursuant to above said vigil mechanism.

Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy for prevention of sexual harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide a procedure for redressal of complaints pertaining to such harassment. In order to sensitize the employees about the policy, the Company has placed the policy on the online employee portal of the Company for ease of access and unified dissemination of the policy to each and every employee of the Company.

The Company also has an Internal Complaints Committee (ICC) constituted in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with its allied Rules. The ICC comprises of majority women members. The committee is responsible for conducting inquiries pertaining to complaints under the Act.

During the year 2024-25, Internal Complaints Committee (ICC) has received NIL complaints of sexual harassment from the employees of the

Company. All new employees go through a detailed orientation on anti-sexual harassment policy adopted by your Company. Further, the Company ensures to sensitize its employees on regular basis about prevention and prohibition of sexual harassment. Also, online training programs are run for the employees to enhance awareness and knowledge about sexual harassment within the organization.

Further, as per the provisions of Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 read with its allied Rules, the company follows the calendar year for filing the annual report with statutory authority. In this regard, your company submitted NIL annual report with concerned District officer with respect to Sexual Harassment of Women at Workplace for the calendar year from 01st January, 2024 to 31st December, 2024.

With reference to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors.

The related party transactions, which were in ordinary course of business and at arm s length basis, were executed by virtue of an omnibus approval granted by the Audit Committee, in this regard, transactions for which omnibus approval was not obtained, specific approval of Audit Committee was obtained as and when required. Further, the Audit Committee on quarterly basis reviewed the related party transactions entered by the Company on the basis of the omnibus approval granted.

Further, during the year, the Company entered into certain contract or arrangement which required prior approval of shareholders by a resolution. The transactions were material in accordance with the provisions of Section 188(1)(f) of the Companies Act, 2013 read with rule 15 Companies (Meetings of Board and its Powers) Rules, 2014, however, the transactions were in the ordinary course of business and at arm s length basis. Accordingly, there were no transactions undertaken during the year which were not at an arm s length basis, hence the disclosure under Form AOC-2 is not applicable to the Company.

Apart from the aforementioned, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered material under Regulation 23 of the Listing Regulations.

The Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company s Policy on Materiality and Dealing with Related Party Transactions.

The suitable disclosures as required by the Accounting Standards (IND AS 24) and the Listing Regulations have been made in the notes to the Financial Statements forming part of this annual report.

For the purpose of determination of related party and related party transactions and to ensure compliance of approval and review mechanism relating to such transactions, the Company has formulated a policy for related party transactions. The policy on related party transactions ensures proper identification, approval, review and reporting of related party transactions. The same is published on the website of the Company and can be accessed at https://www.smcindiaonline.com/wp-content/uploads/2021/09/POLICY-ON-RELATED-PARTY-TRANSACTIONS-2.pdf

During the year, there are no significant and material orders passed by the regulators or courts or tribunals, Statutory and quasi-judicial bodies which could impact the going concern status of the Company and its future operations.

M/s Aadit Sanyam & Associates, Practicing Chartered Accountants were appointed as the Internal Auditors of the Company for financial year 2024-25 by the Board of Directors of the Company at its meeting held on 13th May, 2024. The scope and authority of the internal audit function is well defined to maintain independence and objectivity in its functions, the internal audit function reports directly to the Audit Committee of the Board.

At the beginning of each financial year, an audit plan is framed which aims to capture the scope of evaluation of the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations within the organization. The Audit Committee, comprising of independent directors, regularly reviews the internal audit plan, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as evaluates the reasons for any changes in accounting policies and practices, if any.

The Company has in place adequate internal financial controls with reference to financial statements which commensurate with the size, scale and complexity of its operations. The internal financial control is supplemented by extensive internal audits, regular reviews by the Management and standard policies and guidelines to ensure reliability of financial statements and its reporting and other data. The Audit Committee of the Board reviews the internal audit reports given along with management responses, at regular intervals.

Detailed discussion on internal financial control can be referred in the Management Discussion and Analysis Report which forms part of this Annual Report.

Company s risk management process is designed to identify and mitigate risks that have the potential ability to materially impact our business objectives. Your Company being a financial service provider is exposed to various risks, which can be classified as, market risk, credit risk and operational risk.

The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register, reporting of key changes in critical risks to the Board on an ongoing basis. The Board of Directors of your Company evaluates the risk management systems periodically and takes into account any recommendation(s) of the Risk Management Committee.

The Company adopts mitigation measures to reduce the adverse effects of such risks on real time basis. In this regard, the Company has constituted Risk Management Committee pursuant to regulation 21 of the Listing Regulations. The Company has also formulated the risk management policy which acts as a guiding document for the purpose of identifying and mitigating risk. Further, the risk management committee monitors and reviews the risk existent in the Company time to time.

Refer Management Discussion and Analysis Report for detailed elaboration on risk management undertaken by the Company.

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors. As on 31st March, 2025, your Company s Board had Fourteen (14) members comprising of Seven (7) Non-Executive Independent Director (including two (2) Women Independent Directors), Two (2) Non-Executive Non-Independent Director, two (2) Whole Time Directors, one (1) Director and CEO and two (2) Managing Directors. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Further, the complete list of Directors and Key Managerial Personnel of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, your Company pursuant to the recommendation of the Nomination and Remuneration Committee have made significant strides in enhancing the composition of its Board of Directors by appointing Non-Executive Non-Independent Director and Non-executive Independent Director. These appointments were made with strategic focus on augmenting board s expertise, diversity and governance oversight. All the appointments were made as per the Nomination and Remuneration Policy. The directors appointed are as follows:

- Mr. Pranay Aggarwal (DIN: 07827697) was appointed as Non Executive - Non Independent Director of the Company by the Board of Directors at its meeting held on 29th January, 2025 effective from the date of approval of the Exchanges where the Company is Trading / Clearing member. The approval of the Exchange where the Company is a Trading / Clearing member was received on 13th February, 2025 i.e. effective date of appointment. Further, the appointment was approved by the shareholders through Postal Ballot dated 06th March, 2025.

- Mr. Pranay Aggarwal is a Promoter of the Company and currently serves as the Director & CEO of Stoxkart, the discount broking arm of SMC Global Securities Limited. Under his leadership, Stoxkart has witnessed rapid growth and strengthened its position in India s highly competitive retail broking space. He brings with him a deep understanding of capital markets, technology-driven financial services, and evolving investor trends. Mr. Aggarwal is known for his sharp business acumen, operational excellence, and dynamic management style, which continues to add value to the Company s strategic direction.

- Mrs. Sarita Kapur (DIN: 08848507) was appointed as Non-Executive Independent Director of the Company by the Board of Directors at its meeting held on 29th January, 2025 effective from the date of approval of the Exchanges where the Company is Trading / Clearing member. The approval of the Exchange where the Company is a Trading / Clearing member was received on 13th February, 2025 i.e. effective date of appointment. Further, the appointment was approved by the shareholders through Postal Ballot dated 06th March, 2025.

- Mrs. Sarita Kapur is a highly respected senior legal professional with a distinguished career in the legal fraternity. With decades of experience in corporate law, regulatory compliance, and dispute resolution, she brings deep legal insight and governance expertise to the Board. Her presence on the Board is expected to further enhance the Company s oversight capabilities and strengthen its commitment to high standards of corporate governance.

- Mr. Subhash Chand Aggarwal (DIN: 00003267), Chairman and Managing Director, was re-appointed for a further term of five consecutive years from 29th January, 2025 to 28th January, 2030. The re-appointment was approved by the shareholders at the 30th Annual General Meeting of the Company held on 22nd June, 2024.

- Ms. Neeru Abrol (DIN: 01279485) was regularized as an Independent Director from her initial position as an Additional Director, for a term of five consecutive years commencing from 30th March, 2024, which was also approved at the 30th Annual General Meeting.

- The shareholders, at the 30th Annual General Meeting, also approved the continuation of appointment of Mr. Subhash Chand Aggarwal, Chairman and Managing Director, and Mr. Mahesh C Gupta, Vice Chairman and Managing Director, beyond the age of 70 years, in accordance with the applicable provisions of the Companies Act, 2013.

The Board of Directors is of the opinion that all directors, including those appointed or re-appointed during the year, possess the necessary qualifications, experience, and integrity and meet the high standards expected of Board members. A detailed disclosure of the skills and core competencies of the Board is provided in the Report on Corporate Governance.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, during the year, Mr. Himanshu Gupta, Non-Executive Director (DIN: 03187614) retired by rotation at the 30th Annual General Meeting and being eligible was reappointed by the shareholders. Further, Mrs. Shruti Aggarwal, Whole Time Director (DIN: 06886453) is liable to retire by rotation and being eligible offers herself for reappointment at the ensuing 31st Annual General Meeting of the Company.

During the year there is no change in designation under the Board of Directors occurred after the closure of the financial year until the date of the report.

During the year there is no cessation under the Board of Directors after the closure of the financial year until the date of the report.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Company has also received from them declaration of compliance of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs, Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possesses relevant expertise and experience and their continued association as Director will be of immense benefit and in the best interest of the Company.

As at 31st March, 2025, the Key Managerial Personnel of the Company pursuant to section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 were as follows:

a) Mr. Subhash Chand Aggarwal, Chairman & Managing Director

b) Mr. Mahesh C. Gupta, Vice Chairman & Managing Director

c) Mr. Ajay Garg, Director & CEO

d) Mr. Anurag Bansal, Whole Time Director

e) Mrs. Shruti Aggarwal, Whole Time Director

f) Mr. Suman Kumar, Company Secretary

g) Mr. Vinod Kumar Jamar, Chief Financial Officer

The detailed information with respect to Board of Directors and Key Managerial Personnel (KMP) is prescribed in the Corporate Governance Report which is forms part of this Annual Report.

Except as stated below, none of the other Directors are related to each other:

Your Company has in place, a policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company i.e. Nomination and Remuneration policy, which inter alia includes the criteria for determining the qualifications, positive attributes, independence of directors and other matters relating to appointment and payment of remuneration to directors and senior management personnel of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-ExecutiveDirectors (by way of sitting fees and commission), Key Managerial Personnel & Senior Management Personnel.

The policy ensures that the remuneration is aligned to the overall performance of the Company. Further, the remuneration paid to the directors and senior management is in line with the remuneration policy of the Company.

All the appointments/reappointments and revision in remuneration of directors, KMP and SMP is executed in accordance with the said policy.

The policy is available on the website of the Company at https://smcindiaonline.com// wp-content/uploads/2021/09/ NOMINATION-AND-REMUNERATION-POLICY.pdf

The Board has also formulated and adopted the policy on the Diversity of the Board .

As on March 31, 2025, the Board has following statutory Board committees in the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholder s Relationship Committee

5. Risk management committee

The details of composition, terms of reference and number of meetings conducted during the year is provided in the Corporate Governance Report annexed to this Annual Report.

During the year, all recommendations made by the committees were approved by the board, also the company has following statutory non board committee.

1. Technology/cyber security committee

2. Information Technology committee

Apart from above said statutory committees of the Board, the Company also has the following non-statutory Board Committees:

1. Borrowing, Investments and Loan (BIL) Committee.

2. Operational Decision Making (ODM) Committee.

3. Business Responsibility and Sustainability Committee.

4. Non-Convertible Debenture Committee.1

Your Company has in place, a Code of Conduct for the Board of Directors and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and senior management personnel of your

Company have complied with the code as mentioned herein above.

The code of conduct for directors and senior management personnel of the Company is in conformity with the requirements of the Listing Regulations and is placed on the website of the Company at https://smcindiaonline.com/wp-content/uploads/2018/04/Code-of-Conduct.pdf.

All the directors of the Company and Senior Management Personnel have affirmed compliance with Company s Code of Conduct for Directors and Senior Management during the financial year 2024-25 and a declaration to that effect, signed by the CEO of the Company is enclosed to this Annual Report.

The Board has satisfied itself that plans are in place for orderly succession for appointment to the Board of Directors and Senior Management.

Pursuant to the provisions of

Regulation 34 of Listing Regulations, the Management discussion and analysis report is annexed to the annual report.

During the year 2024-25, Four (4) Board Meetings were conducted i.e. on 13th May 2024, 30th July, 2024, 25th October, 2024 and 29th January, 2025 in accordance with the provisions of Companies Act, 2013 and SEBI Listing Regulations. A detailed discussion on Board Meetings including the attendance of the directors can be referred in the Corporate Governance Report annexed to this Annual Report.

The 30th Annual General Meeting (AGM) of the Company held on Saturday, 22nd June, 2024. Further, the 31st Annual General Meeting of the Company for the financial year 2024-25 is scheduled to be held on Saturday, 28th June, 2025.The details of agenda to be discussed at the 31st Annual General Meeting of the Company forms part of the Notice of the Meeting.

Apart from the above said 30th Annual General Meeting of the Company, no ExtraOrdinary General Meetings were conducted/held during the financial year 2024-25.

During the year, the Company conducted two postal ballots to obtain shareholders' approval on significant matters impacting corporate governance and strategic appointments. These ballots were facilitated through e-voting facilities, ensuring shareholder participation and transparency in decision-making processes.

The first postal ballot conducted from 07th August, 2024, to 5th September, 2024, sought shareholder approval for the appointment of Mrs. Aditi Aggarwal, Additional Director of Moneywise Finvest Limited (Wholly Owned Subsidiary) and a relative of Mr. Subhash Chand Aggarwal, Chairman and Managing Director and Mrs. Shruti Aggarwal, Whole Time Director of the Company to hold office as a "Head, Banking Relations & Trading Tools i.e., Office or Place of Profit in SMC Global Securities Limited. The approval of shareholders for the above resolutions became effective from 5th September, 2024.

The second postal ballot was conducted from 5th February, 2025, to 6th March, 2025, sought for appointment of Mrs. Sarita Kapur (DIN: 08848507) as a Non-Executive Independent Director of the Company, effective from 13th February, 2025 and appointment of Mr. Pranay Aggarwal (DIN: 07827697) as a Non-Executive Director of the Company, effective from 13th February, 2025. These appointments were approved by the Board of Directors of the Company at its meeting held on 29th January, 2025. Further, the approval of the shareholder was obtained on 6th March, 2025.

The Independent Directors of your Company meet at least once in a financial year, without the presence of other executive or non-executive directors. During the year, a separate meeting of independent directors of the Company has been conducted on 24th March, 2025 inter alia, to perform the following:

a) Review the performance of Non-Independent Directors and the Board as a whole,

b) Review the performance of the Executive Chairman of the Company (considering the views of the Executive and Non-Executive Directors),

c) Review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The aforementioned exercise was duly carried out by the Independent Directors in accordance with the provisions of law.

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the SEBI Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to submit a Business Responsibility and Sustainability Report (BRSR) is mandatory for the top 1000 listed companies in India by market capitalization, as determined by the stock exchanges (NSE and BSE) at the end of each financial year.

The BRSR requirement became applicable to your Company for the first time based on its inclusion in the list of the top 1000 listed entities as on March 31, 2022. However, since FY 2022 23, the Company has not been ranked among the top 1000 listed companies in India based on market capitalization.

Accordingly, as the Company has not met the applicability threshold for three consecutive financial years, the requirement to prepare and annex the BRSR to the Annual Report for the financial year 2024 25 is not applicable.

Your Company continues to remain steadfast in its commitment to contributing meaningfully to society and believes that sustainable business success must be accompanied by responsible corporate conduct. In line with this commitment, the Company has adopted a comprehensive Corporate Social Responsibility (CSR) Policy, formulated pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The CSR Policy of the Company is aligned with the activities prescribed under Schedule VII of the Act.

During the financial year 2024 25, the Company s CSR efforts were primarily directed towards the following focus areas: a. Promoting healthcare, including preventive healthcare

b. Promotion of education, including special education and employment-enhancing vocational skills

c. Upliftment of weaker sections of society

d. Women empowerment and gender equality

The Company undertakes its CSR initiatives through registered implementing agencies, and all activities undertaken during the year are categorized as non-ongoing projects, as defined under applicable CSR rules.

In accordance with the statutory requirement of spending at least 2% of the average net profits of the preceding three financial years, the CSR expenditure for FY 2024 25 is as follows:

Standalone CSR expenditure: 2,88,74,624

Consolidated CSR expenditure: 4,04,64,752

The Company has fully complied with the provisions of Section 135 of the Companies Act, 2013, and the rules made thereunder. The CSR Policy is available on the Company's website at: https://smcindiaonline.com/ wp-content/uploads/2021/09/ CORPORATE-SOCIAL-RESPONSIBILITY-POLICY-1.pdf

Further details regarding the composition of the CSR Committee, project-wise expenditure and implementation methodology are provided in the Annual Report on CSR Activities, annexed to this Report as

The criteria of making the payments to the Non-Executive Directors are published on the website of the Company at https://smcindiaonline.com/ wp-content/uploads/2021/09/ CRITERIA-FOR-MAKING-PAYMENTS-TO-NED.pdf

During the year, the Company had implemented all the policies required under the Companies Act, 2013 and the Listing Regulations. The Company ensures compliance of all the provisions mentioned in the policies read along with the applicable law. The policies are available on the website of the Company at https://smcindiaonline.com/index.php /investors/

The Company has an appropriate Directors and Officers Liability Insurance Policy which provides indemnity in respect of liabilities incurred as a result of their office. The policy is renewed every year by the Company.

The coverage of the insurance extends to all Directors of the Company including the Independent Directors.

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings , respectively, have been duly followed by the Company.

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), a detailed Report on Corporate Governance is included in the Annual Report.

CS Priyank Kukreja, Practicing Company Secretary has certified your Company s compliance requirements in respect of Corporate Governance, in terms of Regulation 34 of the Listing Regulations; and their Compliance Certificate is annexed to the Report on Corporate Governance.

Pursuant to the provisions of section 92(3) and section 134(3)(a) of the Companies Act, 2013, the annual return as on 31st March, 2025 in the prescribed format is available at company s website at https://www.smcindiaonline.com/ wp-content/uploads/2024/07/ Annual%20Return%20-%202024-25.pdf

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.

Pursuant to the provisions of Section 139 of the Act and Rules made thereunder, the Members at the 30th Annual General Meeting held on 22nd June, 2024 had appointed M/s P.C. Bindal & Co., Chartered Accountants (Firm Registration Number 003824N) as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting of the Company.

M/s P.C. Bindal & Co., Chartered Accountants, have submitted their Report on the Annual Standalone and Consolidated Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024-25. The Auditors Report to the Members for the year under review is unmodified. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation /comment from the Board of Directors.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

During the year under review, the Company or its subsidiaries or its joint venture company has not availed any service from the statutory auditor of the Company during the FY 2024-25 which are prohibited non-audit services mentioned under clause (a) to (i) of section 144 of the Companies Act, 2013.

The Auditor s Report for the FY 2024-25 is enclosed with the financial statements in this Annual Report. In this regard, the report does not contain any qualification, reservation or adverse remark. Further, there are no instances of any fraud reported by the Auditors of the Company in pursuance of section 143(12) of the Companies Act, 2013.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s A. K. Roy & Associates, Practicing Company Secretaries Firm, to conduct the secretarial audit for FY 2024-25. The Secretarial Audit Report in form MR-3 for the financial year ended 31st March, 2025 is annexed herewith and marked as Annexure 3.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report pertaining to financial year 2024-25.

Further, in accordance with the provisions of Regulation 24A of the Listing Regulations, the material subsidiaries of the Company i.e. Moneywise Financial Services Private Limited and SMC Insurance Brokers Private Limited have also conducted their secretarial audit for FY 2024-25.

The Secretarial audit report of Moneywise Financial Services Private Limited and SMC Insurance Brokers Private Limited does not contain any qualification, reservation or adverse remark. The report is available on the website of the Company at https://www.smcindiaonline.com/inve stors/

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the Act, basis recommendation of the Board, the

Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM. In light of the aforesaid, the Board at its meeting held on 11th May, 2025 of the Company has recommended the appointment of M/s A.K. Roy & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years, i.e.; from FY2025-26 up to FY2029-30, subject to approval of the Members at the ensuing 31st AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

Pursuant to the provisions of Regulation 24A of the Listing Regulations read with SEBI circular dated 8th February, 2019, the Board of Directors of the Company has appointed M/s A. K. Roy & Associates, Practicing Company Secretaries Firm to conduct annual secretarial audit for FY 2024-25 pertaining to compliance of all applicable SEBI Regulations and circulars/guidelines issued there under.

The Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

During the year, ended 31st March, 2025, there were foreign currency earnings of Rs. 44.26 Lakhs and the foreign exchange outgo was of Rs. 137.58 Lakhs.

The Company being in a stock broking business does not have any industrial or energy intensive operations. Hence, the provisions mentioned under Rule 8(3) of Companies (Accounts of Companies) Rules, 2014 are not applicable on the Company.

In this regard, the Company is cognizant of the importance of adopting measures for optimum energy utilisation and conservation.

The SMC Group employs around 4083+ employees as on 31st March, 2025 leveraging a strong partnership and ownership culture. In terms of the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory amendment or modification thereof), a statement showing the names and other particulars of top ten employees of the Company and such other employees drawing remuneration in excess of the limit said out in the said Rules are provided in this Report and marked as

Disclosures pertaining to remuneration and other details of Directors as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendment or modification thereof) are also provided in this Report and marked as Annexure 5.

During the year under review, following members of promoter group were reclassified as promoters:

*Note: There has been no change in the holding.

During the year under review, following shares were transferred between members of promoter group:

Pursuant to the provisions of section 124(5) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, relevant amount which remained unpaid or unclaimed for a period of seven years should be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF). During the year, your Company has transferred the Unpaid and Unclaimed Final Dividend pertaining to FY 2016-17 of Rs. 3, 23,597 (Three Lakh Twenty Three Thousand Five Hundred and Ninety Seven Only) and Interim Dividend pertaining to FY 2017- 18 of Rs. 3,22,868 (Three Lakh Twenty Two Thousand Eight Hundred and Sixty Eight Only) to IEPF in accordance with IEPF Rules.

Pursuant to Section 124 (6) of the Companies Act, 2013 and read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time) read with applicable provisions of the Companies Act, 2013, all the underlying shares in respect of which dividends are not claimed/paid for the last seven consecutive years or more are liable to get transferred to the IEPF

DEMAT Account with a Depository Participant as identified by the IEPF Authority. Accordingly, as on 31st March, 2025, total, 3,39,419 (Three Lakhs Thirty Nine Thousand and Four Hundred Nineteen Only) equity shares of face value Rs. 2/- each are held in IEPF Demat account.

In this regard, the notice of the ensuing Annual General Meeting provides the detailed list of unpaid dividend declared up to the date. Hence, shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

The Company has appointed Mr. Suman Kumar, Company Secretary, as the Nodal Officer for the purpose of co- ordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at www.smcindiaonline.com

As on the date of this Report, there are no shares or amounts lying in the Unclaimed Suspense Account.

SEBI vide its circular SEBI/HO/DDHS/DDHS-RAC-

1/P/CIR/2023/176 dated 8 November 2023 has prescribed the procedural framework for dealing with unclaimed interest and redemption amounts lying with entities having listed non-convertible securities and manner of claiming such amounts by the investors. The circular requires such companies to formulate a policy specifying the process to be followed by investors for claiming their unclaimed amounts. In compliance with the above circular, the Company has formulated a policy for claiming unclaimed amounts with respect to non-convertible debentures from escrow account. The policy is hosted on the website of the Company at https://www.smcindiaonline.com/wp-content/uploads/2024/07/POLICY-FOR-CLAIMING-UNCLAIMED-AMOUNT-ON-NCS.pdf.

As on 31st March, 2025, the summary of credit rating provided by ICRA Limited to the Company along with its subsidiary companies i.e. for the entire SMC Group which have been reviewed and reaffirmed are as follows:

Additionally, during the year, the Company had also obtained credit rating from CRISIL Limited for the Non-Convertible Debentures proposed to be issued by the Company and CRISIL Limited had assigned "CRISIL A/Stable" rating to the Non-Convertible Debentures of SMC Global Securities Limited for 175 cr.

During year under review, there have been no changes to the credit ratings assigned in FY2024-25.

The Company has formulated and implemented cyber security policies. The Company has been very adaptive and resilient to the changes in the environment and continues to ensure optimum level of cyber security in the Company.

Further, during the year, the Company has created awareness about cyber security among senior officials, including Directors of Company by organizing a seminar/ webinar.

Further, there is no incident and threat has been reported during the financial year 2024-25 pertaining to Cyber Security.

Employee engagement is becoming one of the most important indicators in gauging work satisfaction. Your Company believes in investing in employee engagement by increasing their productivity, work quality and retaining the talent in the organization. Every employee of the Company is imparted with an orientation programme called Abhinandhan so as to familiarize the employee with the culture and processes of the organization.

Further, the Senior Management Personnel of the Company continuously interact with the concerned employees of each department, for keeping them motivated and conveying the expectation of the Company. HR regularly talks about Career Progression, Culture and Values followed within the Organization for establishing a mutual connect. The Company periodically undertakes sessions/webinars, both physically and virtually on subjects such as mental health, emotional and psychic wellbeing etc. for the overall wellbeing of employees.

The maintenance of cost records and conducting of cost audit in accordance with the provisions of section 148(1) of the Companies Act, 2013 are not applicable as the Company is not involved in the business of production or manufacturing of goods or providing of services as is mentioned under Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

The Company s equity shares are compulsorily tradable in electronic form. As on March 31, 2025, out of the Company s total equity paid-up share capital comprising of 10,47,00,000 equity shares, only 2,04,130 equity shares were in physical form, the rest being in dematerialised form.

As per notifications issued by SEBI from time to time, requests for effecting transfer of securities are not processed unless the securities are held in the dematerialised form with the depositories. Further, transmission or transposition of securities held in physical or dematerialised form is also effected only in dematerialised form.

Therefore, Members holding securities in physical form are requested to take necessary action to dematerialise their holdings.

During the year, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees which has to be reported in the Annual Report.

The Directors state that no disclosure or reporting is required in respect of the following items as there were no such transactions during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise

2. The Company has not resorted to any buy back of its equity shares during the year under review.

3. Neither the Managing Director nor the Whole- time Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries.

4. No issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013;

5. No application has been made by a financial or operational creditor or by the company itself, under the Insolvency and Bankruptcy Code, 2016.

6. The Company has not entered into any One-Time Settlement with Bank s or Financial Institutions and therefore, no details of Valuation in this regard are available.

Your directors value the professionalism and commitment of all employees of the Company and place on record their appreciation and contribution to the excellence of the Company. Your Board also expresses their gratitude to the stakeholders of the Company for their continuous support and cooperation.

The statements in the Board s Report and Management Discussion and Analysis, describing the Company s objectives, outlook, opportunities and expectations which may constitute "Forward Looking Statements", Accordingly, the actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company s operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.