Indo SMC Ltd Directors Report

To,

The Shareholders

M/s. Indo SMC Private Limited

Your Directors have a pleasure in presenting their 3 rd Annual Report together with Audited Balance Sheet as on 31 st March, 2024 and Profit & Loss Statement for the year ended on 31 st March, 2024.

1. FINANCIAL PERFORMANCE : (In Thousands)

Particulars	2023-24	2022-23
Sales & Other Income	2,80,605.28	73,101.50
Less: Expenses	(2,29,553.97)	(61,016.23)
Profit / (Loss) Before Depreciation & Finance Cost	51,051.31	12,085.27
Less: Finance Cost	(6,167.00)	(4,949.51)
Less: Depreciation	(4,186.17)	(2 ,413.74)
Profit / (Loss) before Tax	40,698.14	4 ,722.02
Profit / (Loss) before Tax	40,698.14	4 ,722.02
Less: Income Tax	(9,868.88)	(738)
Deferred Tax	(1,487.14)	(1,052.64)
Short Provision of IT of Earlier Year	0	0
Profit / (Loss) after Tax	29,342.12	2,931.38

2. PERFORMANCE OVERVIEW:

During the year under review, the revenue from operating activities stood at Rs. 28,03,37,804/- as compared to that of Rs. 7,29,54,848/- during the previous year 2022-23, showing growth of 284% as compared to previous financial year, while Net Profit of the Company stood at Rs. 2,94,51,798/- as compared to that of previous year 2022-23 of Rs. 29,31,380/-, showing growth of 900% as compared to previous financial year. The Management of the Company is very optimistic about the future growth of the Company and committed to tap the market opportunities and to get the maximum business opportunities due to various government policies.

3. DETAILS REGARDING SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND JOINT VENTURE COMPANIES:

No Company during the year has become or ceased to De Companys Subsidiary, Joint Ventures or Associate Companies. Hence disclosures in Form AOC-1 are not applicable for the year under review.

4. PERFORMACE AND FINANCIAL POSITION OF ASSOCIATE, JOINT VENTURE OR SUBSIDIARY COMPANIES:

The Company does not have any Associate or Joint Venture or Subsidiary Company; hence disclosure requirement with respect to performance and financial position of such Associate or Joint Venture or Subsidiary Company is not applicable during the year under review.

5. MATERIAL CHANGES AND COMMITMENTS:

During the year under review, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of the Board of Directors report.

6. SHARE CAPITAL:

A. Authorized Share Capital

During the year under review, the Authorized Share Capital of the Company was increased from Rs. 65,00,000/- (Rupees Sixty Five Lacs Only) divided into 6,50,000 (Six Lacs Fifty Thousand only ) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lacs Only) Equity Shares of Rs. 10/- each in the Extra Ordinary General Meeting held on 7th February, 2024 by passing an Ordinary Resolution.

B. Issued, Subscribed & Paid-Up Share Capital

During the year under review, the Issued, Subscribed & Paid-Up Share Capital of the Company was increased from Rs. 65,00,000/- (Sixty Five Lacs only) divided into 6,50,000 equity shares of Rs. 10/- each, to Rs. 73,10,000/- (Seventy Three Lacs Ten Thousand only) divided into 7,31,000 equity shares of Rs. 10/- each by way of allotment of equity shares on Preferential cum Private Placement basis. Further, during the period under review Mr. Rachit Jain has acquired 20% stake in the Company by way of internal transfer amongst the existing promoters. Mr. Rachit Jain shall be one of the promoter of the Company as decided by the Management of the Company.

7. FINANCE:

During the year under review, the following changes occurred within the financing/s availed and/or repaid by the Company. Your Company has approached bankers for various financial facilities to fund short term as well as long term financial needs of the Company.

During the year under review, the existing limits of Rs. 6,98,96,000 /- of HDFC Bank was increased to Rs. 9,98,96,000/- vide Modification of Charge dated 29/08/2023 the said bank finances availed for various short term and long term financial needs of the Company.

8. REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year under review, there is no revision in the financial statements or report and hence disclosures requirement is not applicable.

9. DIVIDEND:

In order to conserve the resources of the Company, your Directors have not declared any payment of Dividend on Equity Share Capital of the Company.

10. RESERVES:

During the period under review, the Company has not transferred any amount to any reserves.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, Ms. Riktaben Sonawala (DIN: 10225099), has been appointed as the Director of the Company with effect from 19th July, 2023, vide passing Board Resolution in the Board of Directors Meeting.

Further, there was no cessation or change in designation in the Board Structure during the year. Also, the requirement to appoint Key Managerial Personnel was not applicable to the Company during the period under review.

As per the provisions of the Articles read with the Companies Act, 2013, none of the Directors of your Company is liable to retire by rotation during the financial year under review.

12. INDEPENDENT DIRECTOR:

Your Company is not covered under class of Company as prescribed under Section 149(3) of the Companies Act, 2013 read with Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014, hence, no disclosures required under sections 134(3)(d), Section 149(6) and 149(10) of the Companies Act, 2013.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

b. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

14. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organisation to maintain with the same standard of the control systems and helps them in managing any default on timely basis because of strong reporting mechanisms followed by the Company.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not covered under class of Companies as specified under Section 135 of the Companies Act, 2013, hence, reporting requirement pertaining to CSR Committee and CSR is not applicable to your Company during the year under review under section Sec 134(3) (o) read with Rule 9 of Companies (Accounts) Rules, 2014 and Section 135 of the Companies Act, 2013.

16. FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

Being an unlisted Company or having paid up capital of less than Rs. 25 Crores, the Statement in respect of Formal Evaluation by the Board of its own performance and that of its committees and individual directors are not applicable to the Company.

17. NUMBER OF MEETINGS OF BOARD:

The Board of Directors duly met 8 (Eight) times during the financial year under review on 15 th April, 2023, 19th July, 2023, 7th August, 2023, 23rd August, 2023, 31st October, 2023, 1st February, 2024, 27th February, 2024 and 18th March, 2024 respectively. The Board of Directors confirms the compliance of the requirements of the Secretarial Standard issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs. The Prescribed quorum was present for all the Meetings.

18. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:

During the year under review, the Company has not issued any equity shares with differential voting rights or sweat equity shares or employee stock option scheme. Hence disclosure regarding the same is not applicable during the period under review.

19. AUDITORS & AUDITORS REPORT:

M/s. SHAH PATEL AND ASSOCIATES, Chartered Accountants, Ahmedabad, (Firm Registration No. 139339W), were appointed as statutory auditors of the Company at the 1st Annual General Meeting of the Members of the Company for a period of 5 (Five) years to hold the office as statutory auditors from the conclusion of 1st Annual General Meeting held in the year 2022 till the conclusion of Annual General Meeting to be held in the year 2027. Further, Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 7 th May, 2018, no ratification of appointment of Statutory Auditors at every Annual General Meeting is required, as

per the first proviso of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Amendment Rules, 2018. Accordingly, the Company is not required to pass any resolution pertaining to ratification of the appointment of Statutory Auditors in the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors Report on the Accounts. Apart from above stated, there is no observations / comments of auditors on the accounts and the other notes of Auditors are self explanatory and do not call for any further explanations /clarifications.

20. VIGIL MECHANISM:

As the Company is neither listed Company not falling under criteria laid down under rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, hence the vigil mechanism is not applicable to the Company during the financial year under review.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As the Company is not having ten or more women employees as provided under the Sexual Harassment of Women at work Place (Prevention, Prohibition and Redressal) Act, 2013, hence the Company is not required to make any policy with respect to the same. However, the Company ensures security of woman at workplace. There was no case reported under the Act during the financial year under review.

22. ANALYSIS OF REMUNERATION:

The Company is not listed on any recognized stock exchange; hence disclosure regarding the ratio of the remuneration of each Director to the median employees remuneration and other details are not applicable to the Company.

23. RISK MANAGEMENT POLICY:

The Company is not required to formulate risk management policy during the year under review. However, the Board of Directors takes care in order to monitor the risks and to address/mitigate those risks associated with the Company, if any. The Board of Directors do not foresee any elements of risk, which in its opinion may threaten the existence of the Company.

24. PARTICULARS OF EMPLOYEES:

No employee of the Company drawing remuneration in excess of the limits specified under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, and hence disclosure requirement for the same is not applicable to the Company for the financial year under review.

25. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

(A) Conservation of energy
the steps taken or impact on conservation of energy	The activities carried out by the Company are power intensive and the cost of the energy is insignificant due to advanced technology and power savings. Further, the Company is using LED lights and equipped with high tech equipment, which helps in conservation of energy.
the steps taken by the company for utilizing alternate sources of energy
the capital investment on energy conservation equipments
(B) Technology absorption
the efforts made towards technology absorption	The Company has not imported any technology during the year.
the benefits derived like product improvement, cost reduction, product development or import substitution
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) (a) the details of technology imported; (b) the year of import; c) whether the technology been fully absorbed; ) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
the expenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and The Foreign Exchange outgo during the year in terms of actual outflows	Foreign Exchange gain of Rs. 1,68,241/-. Foreign Exchange outgo: YEN 13,11,661 and USD 60,178.

26. FIXED DEPOSITS:

During the year under report, your Company has not accepted any fixed deposits pursuant to Section 73 of the Companies Act, 2013. Hence, disclosures as required pursuant to Rule 8(5)(v) of Companies (Accounts) Rules, 2014 are not applicable for the financial year under review. All the loans as accepted from Directors and their relatives fall under the purview of exempted Deposit and required disclosures and declarations have been obtained.

27. CORPORATE GOVERNANCE:

Your Company is an unlisted entity; hence the requirement of Corporate Governance is not applicable to your Company during the financial year under review.

28. EXTRACT OF ANNUAL RETURN:

Pursuant to Companies (Amendment) Act, 2017 the Companies are not required to attach Extract of Annual Return in Form MGT-9, however, if the Company is maintaining any website then in such case the Company is required to place copy of Annual Return on the website of the Company and web link of the same shall required to be given in Directors Report pursuant to provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014. The Company is not having any official web site and hence requirement of placing Annual Return on the web site of the Company is not applicable.

29. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company hasnt given any loan to a person or a body corporate, neither has it provided any guarantee or security in connection with a loan to any other body corporate or a person as per section 186 of The Companies Act, 2013; for the financial year 2023-24.

30. RELATED PARTY TRANSACTION:

All the related party transactions are at arms length basis and not material in nature. Thus, details with respect to Related Party Transaction in prescribed Form AOC-2, is not applicable to the Company. The Company has obtained all the applicable required approval of Board of Directors as a prudent corporate governance practice.

31. DEMATERIALISATION:

During the period under review, the Company has initiated process of getting dmat connectivity with KFIN TECHNOLOGIES LIMITED, Registrar and Share Transfer Agent based at Ahmedabad, Gujarat, to facilitate Dematerialisation of all its existing securities. After the closure of financial year, the Company has obtained ISIN from Central Depository Services (India) Limited (CDSL). The ISIN obtained from CDSL is INE0WKY01013.

32. MATERIAL ORDERS PASSED BY THE REGULATOR/COURT:

During the year under review, there is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

33. ACKNOWLEDGEMENT :

Your Directors wish to place on record their sincere appreciation to the Customers, Employees, Suppliers, Professionals, and Bankers to the Company for their Cooperation and contribution in the affairs of the Company.

For, M/s. INDO SMC Private Limited

Date: 3 rd June, 2024 Place: Ahmedabad

Mr. Nitin Patel Chairman DIN: 05225550

Registered Office:-

Plot 11, Shivprerna Industrial Park,

Village Paldi, Tal-Daskroi, Ahmedabad,

Gujarat, India, 382425.