oracle credit ltd Directors report

To

The Members of

Your Directors are pleased to present their 33^rd (Thirty Third) Report of the Company together with the audited financial statements for the Financial Year ended on March 31, 2023.

The performance highlights and summarized financial results of the Company are given below:

1. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY

Income from operation for the year was Rs. 304.15 Lakhs as compared to Rs. 60.57 Lakhs in 2021-22, a growth of 80%

Profit Before Tax for the year was Rs. 186.64 Lakhs as compared to Rs. 56.11 in 2021-22, increase of 70%

Profit After Tax for the year was Rs. 132.03 Lakhs as compared to Rs. 41.51 Lakhs in 2021-22, increase of 69%

FINANCIAL RESULTS

(In Lakhs)

	Standalone		Consolidated
Particulars	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Total Revenue	304.42	78.17	1957.20	190.19
Less: Total Expenditure	117.78	22.06	921.94	42.24
Profit/(Loss)before Tax	186.64	56.11	1008.72	147.95
Less: Provision for Taxation	-	-	-	-
Current Tax	54.61	14.60	104.20	40.61
Short provision of Tax for earlier year	-	-	2.97	-
Deferred Tax Asset	-	-	227.96	0.07
Profit/(Loss) after Tax	1,32.03	41.51	1037.70	103.98
Add: Balance bought forward from last year	-	-	-	-
Surplus available for appropriation	-	-	-	-
Less: Appropriations	-	-	-	-
Fixed Assets written off	-	-	-	-
Transfer to reserve Fund u/s	26.41	8.3	26.41	8.3
45(IC) of RBI Act 1934
Surplus Carried to Balance	-	-	-	-
Sheet

2. DIVIDEND

Final Dividend:

The Company did not recommend any final dividend for the financial year 2022-23.

Interim Dividend:

The Board of Directors of the Company has declared an interim dividend of 5%, i.e., Rs. 0.5/- per Equity Share with Face Value of Rs. 10/- each to Non-Promoter Equity Shareholders of the Company for the Financial Year 2022-2023 amounting to Rs. 18.89 Lakhs.

Further, the Promoters of the Company, i.e., Mr. Aditya Vikram Kanoria and Mr. Mandeep Singh have volunteered to waive off dividend on their holdings, i.e., on 31,99,549 Equity Shares for the Financial Year 2022-2023.

3. TRANSFER TO RESERVES

Details of the amount transferred by the Company to RBI Reserve Fund Account as per the provisions of Section 45-IC of the Reserve Bank of India Act, 1934 are given in the Financial Statements of the Company for the year ended March 31, 2023 forming part of this Annual Report.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year 2022-23.

5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the reporting period, the Company has three wholly owned Subsidiaries named as follows:

1. Credent Investment Private Limited

2. Credent Property Advisory Private Limited

3. Credent Asset Management Services Private Limited*

(*Credent Asset Management Services Private Limited became a wholly owned subsidiary dated 03^rd February, 2023.)

Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable and details of the same is annexed in AOC-1 as Annexure-I.

6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013

The Company, being a Non-Deposit accepting Non-Banking Finance Company, has not accepted/ invited any deposits from the public during the financial year ended March 31, 2023 in terms of the provisions of Chapter V of the Companies Act, 2013 read with the allied Rules and the Directions issued by Reserve Bank of India for Non-Deposit accepting Non-Banking Finance Companies and shall not accept any deposits from the Public without obtaining the prior approval of RBI.

7. RBI GUIDELINES

The company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non-Banking Financial Company.

8. NBFC REGISTRATION

Our Company is a Non-Banking Financial Company (NBFC) registered with RBI as a NBFC- Non Deposit taking Non-Systematically Important under section 45 IA of the Reserve Bank of India Act, 1934 bearing Registration no. 14.00242. Consequent to change in name of the Company, RBI issued fresh CoR No. 14.00242 dated May 30, 2023, in the name of Credent Global Finance Limited and consequently, CoR No. 14.00242 dated March 04, 1998 in the name of M/s Oracle Credit Limited was cancelled.

9. REGISTERATION OF CREDIT INFORMATION COMPANIES (CICS) AS PER RBI NORMS

The directors of the Company are happy to report that the company get its membership certificate from all CICs i.e., Credit Information Bureau (India) Limited (CBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Private Limited, CRIF High Mark Credit Information Services Private Limited. A sound rating/upgrade in a challenged business environment speaks volumes about the Companys performance and its systems & processes.

10. DEMATERIALIZATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No INE727C01016 has been allotted for the company. Therefore, the investors may keep their shareholding in the electronic mode with their depository Participant 87.94% of the Companys paid-up Share Capital is in dematerialized form as on 31^stMarch, 2023 and balance 12.06% in physical form.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on 31^st March, 2023:

DIN.No	Name of the Director/KMP	Designation	Date of Appointment	Date of resignation
07002410	Aditya Vikram Kanoria	Managing Director and Chief Financial Officer	03/11/2021	NA
06395827	Mandeep Singh	Executive Director	28/10/2021	NA
06594845	Mohit K Chheda	Non-Executive & Non- Independent Director	03/11/2021	NA
07739598	Sulabh Jain	Non-Executive & Independent Director	03/11/2021	NA
08135535	Shubhangi Agarwal	Non-Executive & Independent Director	28/10/2021	NA
MRXPS7793C	Preeti Sethi	Company Secretary	03/11/2021	NA

During the year 2022-2023, there has been no change in the Board of Directors of the Company.

Retirement by Rotation:

Mr. Mohit K Chheda (DIN: 06594845), Non-Executive & Non-Independent Director of the Company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Mohit K Chheda has been included in the Notice convening the ensuing AGM.

The Company has received consent in writing to act as directors in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your Directors, confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2023 the applicable Indian Accounting Standards have been followed and there are no material departures from the same;

ii) The selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that period.

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

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

v) The Internal financial controls have been laid by the Directors to be followed by the Company and such financial controls are adequate and were operating effectively.

vi) Proper systems had been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.

13. ANNUAL RETURN

Pursuant to the provisions of 92(3) and Section 134(3) (a) of the Companies, Act,2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the Financial Year 31st March, 2023 is uploaded on the website of the Company and can be accessed at credentglobal.com.

14. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions as specified in Regulation 17 to 27, clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Paragraph C, D and E of Schedule V are not applicable on the companies whose paid- up share capital and net worth is less than Rupees Ten Crore and Rupees Twenty Five Crore respectively.

Since the paid-up share capital and net worth of the Company is less than the aforesaid threshold limit, the Company is not required to comply with the above mentioned Corporate Governance provisions.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2022-23 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure - II.

16. DETAILS OF THE BOARD MEETINGS HELD DURING THE YEAR 1st APRIL, 2022 TO 31st

MARCH, 2023

The number of Meetings of the Board of Directors and the number of Meetings attended by each Directors of Credent Global Finance Limited during the Financial Year 2022-2023 is summarized in the table below:

Quarter	Date	Aditya Vikram Kanoria	Mandeep Singh	Mohit K Chheda	Sulabh Jain	Shubhangi Agarwal
April, 2022 to June, 2022	23.05.2022	Present	Present	Present	Present	Present
July, 2022 to	10.08.2022	Present	Present	Present	Present	Present
Sep, 2022	09.09.2022	Present	Present	Present	Present	Present
Oct, 2022 to Dec, 2022	14.11.2022	Present	Present	Present	Present	Present
Jan, 2023	03.02.2023	Present	Present	Present	Present	Present
to	10.02.2023	Present	Present	Present	Present	Present
March,	25.02.2023	Present	Present	Present	Present	Present
2023	27.03.2023	Present	Present	Present	Present	Present

17. SEPARATE MEETING OF INDEPENDENT DIRETORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Wednesday, 22^nd March, 2023 at Corporate office of the Company (cum video conferencing) at Unit No. 609, 6^th Floor, C-Wing, One BKC, G-Block, Opposite bank of Baroda, Bandra Kurla Complex, Bandra (East), Mumbai-400051 to evaluate their performance.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.

19. INDEPENDENT DIRECTORS DECLARATION

The Company has received the Declaration of Independence from its Independent Directors i.e. Mr. Sulabh Jain (DIN: 07739598) and Ms. Shubhangi Agarwal (DIN: 08135535) confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not disqualified from continuing their appointment as Independent Director is annexed to this Report as Annexure-III.

During the year under review the non- executive directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfill the criteria of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). Accordingly, all the Independent

Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof, both the Independent Directors are exempted from undertaking online proficiency self-assessment test conducted by the IICA.

20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY

PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at credentglobal.com.

The Objective of the Policy is to ensure that

•The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully

.•Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a ‘Whistle Blower Policy for the Directors and Employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and provides safeguard against victimization of director or employees or any other person who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The same is also uploaded on the website of the Company at credentglobal.com.

During the year under review, no complaints have been received by the Company from any whistle blower.

22. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

23. AUDITOR AND AUDITORS REPORT

Statutory Auditor

In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the Company at 32nd Annual General Meeting (AGM) of the Company was held on September 29, 2022 appointed M/s. Kapish Jain & Associates, Chartered Accountant (Firm Registration No. 022743N) as Statutory Auditors of the Company for a period of five consecutive years, to hold office from the conclusion of 32nd Annual General Meeting (‘AGM) till the conclusion of the 37th Annual General Meeting (‘AGM).

Secretarial Auditors

M/s Vikas Verma & Associates, Practicing Company Secretaries was appointed as Secretarial Auditor of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules framed thereunder for the financial year 2022-2023 dated 10^th August, 2022. Thereafter, M/s Vikas Verma & Associates, has resigned from the position of Secretarial Auditor before completion of its term due to preoccupation in other assignment. In consequent to casual vacancy, company had appointed M/s Devesh Arora & Associates, Practicing Company Secretaries (M. No.:49034 and COP.: 17860) as Secretarial Auditor on 29^th May, 2023 for the Financial Year 2022-2023.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2023, is annexed herewith as Annexure-IV. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

M/s M K Agrahari & Co, Chartered Accountants, Delhi (Firm Registration No. 030455N) was appointed as Internal Auditor of the Company for the financial year 2022-2023 on August 10^th, 2023 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.

The Report of the Internal Auditors is reviewed by the Audit Committee.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or Secretarial Auditors in their report

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

The Company, being a Non-Banking Finance Company registered with the Reserve Bank of India and engaged in the business of giving loans and making investments, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 in respect of loans, guarantees and security provided by it. Accordingly, the disclosures of the loans and guarantees given as required under the aforesaid Section have not been given in this Report. Further, details of loans, guarantees and investments covered by the provisions of section 186 of the Companies Ac, 2013 are given in the notes to the financial statements.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the contract or arrangement entered into by the Company, if any, with its related parties were in ordinary course of business and on arms length.

Accordingly, the disclosure in Form AOC-2 as prescribed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not required and hence, the same is not attached with this Report. Details of transactions with related parties have been provided in the notes to the Financial Statements of the Company.

Related Party Transactions Policy can be accessed at credentglobal.com.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the Financial Year 2022-2023 under review, there were certain material events occurred which are mentioned below:

Issue of Equity Shares on Preferential Basis:

During the reporting period, the company has issued and allotted 1387500 equity shares of face value of Rs. 10 through preferential allotment at the issue price of Rs. 48.00, out of which:

- 8,28,813 equity shares allotted on cash basis and;

- 558687 equity shares allotted on other than cash basis to the Shareholders of Credent Asset Management Services Private Limited by virtue of Swap of Shares.

Change of Name of the Company:

During the reporting period, the name of the Company has been changed from "Oracle Credit Limited" to "Credent Global Finance Limited" vide Fresh Certificate of Incorporation issued by the Registrar of Companies, NCT of Delhi dated 06th April, 2023 and the same was approved by Stock Exchange, i.e., BSE Limited dated 18^th April, 2023.

Change in Registered Office of the Company from the NCT of Delhi to the State of Maharashtra (Mumbai):

During the reporting period, the Registered office of the Company has been shifted from the NCT of Delhi to the State of Maharashtra (Mumbai), vide Fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai (Maharashtra) dated 08^th June, 2023.

Initiate The Process of Raising of Funds Through Issuance of Equity Shares by Way of Rights Issue:

Your board of directors has approved for raising of funds through issuance of equity shares by way of right issue in their meeting held on 27^th March, 2023. Further, Company has approved Final Letter of Offer dated 12^th July, 2023 for Rights Issue in the ratio of 1:2.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNING AND OUTGO

The Company being a Non-Banking Finance Company (NBFC) does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

Further, details of foreign exchange earnings and outgo, details as mentioned below:

(Rs. In Lakhs)

Year	Foreign Outgo	Foreign Exchange Earning
2022-23	NIL	1.00

29. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more. The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Year ended March 31, 2023. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.

31. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND

INDIVIDUAL DIRECTORS

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Investment Committee and the Risk Management Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters:

•Relevant expertise;

• Attendance of Directors in various meetings of the Board and its Committees;

• Effective participation in decision making process;

•Objectivity and independence;

•Level of awareness and understanding of the Companys business;

• Professional conduct of the directors in various meetings of the Board and its committees;

•Compliance with the Code of Conduct of the Company;

• Ability to act in the best interest of the Company

32. INTERNAL FINANCIAL CONTROLS

The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:

(i) Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization.

(ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

(iii) Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

(iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

(v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

33. COMMITTEES OF BOARD

A) AUDIT COMMITTEE

The Audit Committee of the Board as on 31-03-2023 consist of three (3) Directors of the company i.e. Mr. Sulabh Jain, Chairperson of Audit Committee, Ms. Shubhangi Agarwal and Mr. Aditya Vikram Kanoria, Directors of the Company as members of the Committee. Out of these Mr. Sulabh Jain and Ms. Shubhangi Agarwal, are Non-Executive Independent Directors, whereas Mr. Aditya Vikram Kanoria, is Managing Director. The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. To examine the financial statement and the auditors report thereon;

iv. To approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments; vi. To evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

DETAILS OF COMPOSITION, NAMES OF MEMBERS, NUMBER OF MEETINGS HELD AND ATTENDANCE OF AUDIT COMMITTEE DURING THE YEAR FROM 01^ST APRIL, 2022 TO 31^ST MARCH, 2023

During the financial year 2022-2023 Four (4) Meetings of Audit Committee were held and attendance of Members at these meetings were as under:-

Quarter	Date	Sulabh Jain	Shubhangi Agarwal	Aditya Vikram Kanoria
April 2022 to June 2022	23.05.2022	Present	Present	Present
July 2022 to September 2022	10.08.2022	Present	Present	Present
October 2022 to December 2022	14.11.2022	Present	Present	Present
January 2023 to March 2023	03.02.2023	Present	Present	Present

34. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Board was formed in compliance with provisions of Section 178 of Companies Act,2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014. The Nomination & Remuneration Committee of the Company as on 31-03-2023 consist of three (3) Directors of the company i.e. Mr. Sulabh Jain Chairperson of the committee, Mr. Mohit K Chheda and Ms. Shubhangi Agarwal, Directors of the Company as its members. All the Members of the Committee are Non-Executive Independent Directors. The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

4. To ensure that

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(d) The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

DETAILS OF COMPOSITION, NAMES OF MEMBERS, NO. OF MEETINGS HELD AND ATTENDANCE OF NOMINATION & REMUNERATION COMMITTEE DURING THE YEAR 1st APRIL, 2022 TO 31st MARCH, 2023

During the financial year 2022-2023 One (1) meeting of Nomination & Remuneration Committee were held and attendance of Members at this meeting were as under :-

Quarter	Date	Sulabh Jain	Shubhangi Agarwal	Mohit K Chedda
October 2022 to December 2022	14.11.2022	Present	Present	Present

35. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committees composition and terms of reference meet with the requirement of the Listing Agreement and provisions of Section 178 of Companies Act, 2013. The Stakeholders Relationship Committee as on 31/03/2023 consist of three (3) Directors of the company, i.e. Mr. Mohit K Chheda, Chairperson of Committee, Mr. Sulabh Jain and Ms. Shubhangi Agarwal, Members of the Committee. Mr. Sulabh Jain and Ms. Shubhangi Agarwal are non-executive Independents Directors of the Company, whereas Mohit K Chheda is the Non- Executive Director of the Company. The Committee has been authorized to review all matters connected with companys securities and redressal of shareholders/investors/securities holders complaints.

36. INVESTMENT COMMITTEE

The Investment Committee is constituted as per RBI guidelines and notifications. As on 31st March, 2023, the Investment Committee of the Company comprises of two Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Chairman, Mr. Mandeep Singh as Member and one Non-Executive Director, Mr. Mohit K Chheda as Member. The Committee has been authorized to taken investment decisions of the Company with a view to growth and expansion of Business of the Company.

37. RISK MANAGEMENT COMMITTEE

The Risk Management Committee is constituted as per RBI guidelines and notifications. As on 31st March, 2023, the Risk Management Committee of the Company comprises of two Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Member, Mr. Mandeep Singh as Chairman and one Non-Executive Director, Mr. Mohit K Chheda as Member. The main object of this committee is to Identifies and analysis various risk associated with business. It identifies risk at early stages and takes all necessary steps to avoid their harmful effects. Information from past is analysed to recognise all possible future unfortunate events.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES

During the year under review, the company had less than ten employees. Hence the company is not required to constitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013. Further no complaint has been received by the company during the year under the said Act.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations.

40. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS, 2008:

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008, a report from the Statutory Auditors to the Board of Directors has been received by your Company. This report has certified that the Company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

41. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT

AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

SI.No PARTICULARS	REMARKS
1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	During the financial year under review, no remuneration were paid to any Director and Key managerial Personnels of the Company for the financial year 2022 2023.
2 The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.
3 The percentage increase in the median remuneration of employees in the financial year.
4 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
5 Affirmation that the remuneration is as per the remuneration policy of the Company
6 The number of Permanent employees on the Pay Rolls of the Company	06

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.

Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Nil

42. DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT TO

SECTION 148(1) OF THE COMPANIES ACT, 2013

The company is not required to maintain Cost Records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2022-23. Hence the clause is not applicable to the Company.

43. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

44. COMPLIANCE WITH SECRETERIAL STANDARDS

Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.

45. LISTING FEES

The Listing Fees for the financial year 2023-24 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.

46. SHARE CAPITAL

During the reporting period, Authorised Share Capital of the Company has been increased from INR 10,00,00,000/- (Indian Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of INR 10/- each to INR 25,00,00,000/- (Indian Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of INR 10/- each.

Further, During the financial year 2022-2023, the paid up share capital of the Company was increased from INR 5,55,00,000/- (Five Crore Fifty Five Lakhs Only) divided into 55,50,000 (Fifty Five Lakhs Fifty Thousand ) Equity Sahres of INR 10/- each to INR 6,93,75,000/- (Six Crore Ninety Three Lakhs Seventy Five Thousand Only) divided into 69,37,500 (Sixty Nine Lakhs Thirty Seven Thousand Five Hundred) Equity Shares of INR 10/- each pursuant to Preferential issue of INR 1,38,75,000 divided into 13,87,500 equity shares of INR 10/- each.

47. OTHER INFORMATION

A. Issue of Equity Shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of Sweat Equity Shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. Issue of Employee Stock Options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

48. FAMILIARISATION PROGRAMMES

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website credentglobal.com.

49. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

50. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE

None of the Directors are related to each other.

51. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

52. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME

OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

53. STATEMENT ON OTHER COMPLIANCES

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 reporting period:

a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise; c. Issue of shares (including sweat equity shares) to employees of the Company.

54. WEBSITE OF THE COMPANY:

Company maintains a website credentglobal.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Companys valued clients for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.

Your directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.

For and Behalf of Board
Credent Global Finance Limited
(Formerly known as Oracle Credit Limited)
Aditya Vikram Kanoria	Mohit K Chheda
Managing Director	Director
DIN: 07002410	DIN: 06594845
Dated: 14.08.2023
Place:	Mumbai