SMC Credits Ltd Directors Report

To

The Members,

Your Directors take pleasure in presenting the 32^nd Directors Report together with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The highlights of the financial statement of your Company for the year ended 31^st March,2024 along with the previous years figures are given as under:

Particulars	31st March, 2024	31st March, 2023
	(Amount in Lacs)	(Amount in lacs)
Profit before depreciation and taxation	635.30	1184.13
Less: Depreciation	3.56	3.47
Provision for Tax
a) Current Tax	160.00	150.00
b) Deferred Tax	164.46	8.61
c) prior period tax	-	-
Profit after depreciation and taxation	307.28	1022.05

2. OPERATIONS

The operating income of the Company is derived from a mix of dividend, interest Income and other income. The profit after tax for the financial year 2023-24 is Rs.307.28 (in lacs) as compared to Rs.119.63 (in lacs) (Profit before depreciation and tax 1022.05 (in lacs) in the previous year less the profit from sale of immovable property of Rs.902.42 (in lacs)), showing an increase of 156.85%.

3. DIVIDEND AND RESERVES

Considering the future requirements of the Company, your Board of Directors do not recommend any dividend and have not transferred any amount to reserve for the financial year ended 31^st March, 2024.

4. TRANSFER TO IEPF

During the year under review the company did not transfer any sums to unpaid or unclaimed dividend account of the Investor Education and Protection Fund (IEPF) Further, Pursuant to the provisions of the Act, read with the IEPF Rules, the shares on which dividends have not been claimed

for seven consecutive years have to be transferred in favor of IEPF authority. During the year under review, the company has not transferred equity shares in the demat account of IEPF authority.

5. DEPOSITS

Your Company had not accepted Deposits from the public any time and hence no opening balances of Deposits. Further, your Company has also not accepted any Deposits during the financial year 2023-24 and as such no principal or interest were outstanding as on March 31, 2024 as per the provisions of the Companies Act, 2013 (hereinafter referred to as "Act") and the Rules framed thereunder.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

• Mr. Rajesh Goenka (DIN: 00298227) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommend his re-appointment.

• During the FY 2023-24, Mr. Prasahesh Arya, Non-Executive Director, had resigned from the Company w.e.f 24th February, 2024.

• Further, during the financial year 2024-25, Mr. Manish Manwani (DIN: 03111938) has been appointed as an Independent director of the company for a term of five (5) years w.e.f. 25^th April, 2024 to 24^th April, 2029.

KEY MANAGERIAL PERSONNEL

1. The Members at their 29th Annual General Meeting (AGM) held on 30th September, 2021 approved the appointment of Mr. Rajesh Goenka as a Wholetime Director and CFO of the Company for a period of three years with effect from 08th September, 2021. Mr. Rajesh Goenka will complete his present term on 07 September, 2024.

The Board of Directors of the Company (the Board) at the meeting held on September 03, 2024, on the recommendation of the Nomination & Remuneration Committee, recommended for the approval of the Members, the re-appointment of Mr. Rajesh Goenka as Whole-time Director and CFO of the Company, as set out in the Resolutions relating to his re-appointment.

The Board is of the opinion that Mr. Rajesh Goenka possess the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company. Brief profile of Directors proposed to be appointed/reappointed along with other details as required under Regulation 36 of Listing Regulations are provided in the Notice of 32^nd Annual General Meeting of the Company.

2. Further, Ms. Kaira Dewani (ICSI Membership No.: A34586) tendered her resignation from the post of Company Secretary and Compliance Officer of the Company w.e.f 13^th February 2024, and in her place Mr. Ankit Aggarwal (ICSI Membership No.:A69510) has been appointed as Company Secretary and Compliance officer of the Company w.e.f 13^th February, 2024.

7. DIRECTORS RESPONSIBILITY STATEMENT

Your Companys Directors make the following statement in terms of sub-section (5) of Section 134 of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

(a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied consistently and judgments and estimates are made which were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit or loss of the Company for the year ended on that date;

(c) 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;

(d) The financial statements for the financial year ended 31^st March, 2024 have been prepared on a going concern basis;

(e) Proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

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

8. INTERNAL FINANCIAL CONTROL

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2024, our internal financial controls were adequate and operating effectively.

9. BOARD MEETINGS, COMMITTEES MEETINGS AND ANNUAL GENERAL MEETING

During the financial year 2023-2024, 7 (Seven) Board meetings were held on the following dates 16^th May, 2023, 30^th May, 2023, 11^th August 2023, 8^th November, 2023, 2^nd January, 2024, 05^th February, 2024 and 13^th February, 2024. The details of meetings including dates of meetings indicating the number of meetings attended by each director are given in the Corporate Governance Report. The particulars of meeting of all Committees held during the financial year ended 31^st March, 2024 are also disclosed in the Corporate Governance Report.

The 31^st Annual General Meeting (AGM) of the Company was held on 30^th September, 2023.

10. AUDITORS AND AUDITORS REPORT

i) Statutory Auditors

M/s AVP & Co., (Firm Registration No. 025193N), Chartered Accountants, New Delhi were reappointed as the Statutory Auditors of the Company at the Twenty Seventh (27^th) Annual General Meeting of the Company held on 30^th September, 2019, for a period of further five years i.e. until the conclusion of the Thirty Second (32^nd) Annual General Meeting of the Company.

The Auditors¹ Report is self- explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

As the term of M/s AVP & Co. as the Statutory Auditors of the Company expires at the conclusion of the 32^nd AGM of the Company, the Board of Directors of the Company at their meeting held on September 03, 2024, based on the recommendation of the Audit Committee, has recommended to the members the appointment of M/s BGG & Associates, Chartered Accountants, New Delhi as the Statutory Auditors of the Company, for a term of 5 (Five) consecutive years from the conclusion of the 32^nd AGM till the conclusion of the 37^th AGM. Accordingly an Ordinary Resolution, proposing appointment of M/s. BGG & Associates, Chartered Accountants (FRN: 016874N)as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 32nd AGM of the Company. The Company has received the written consent and a certificate that M/s. BGG & Associates satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

M/s. BGG was founded in year 1999 with the core vision of enhancing value of clients business by delivering precise, effective and innovative one stop solution by following the best industry practices.

BGG provides services to a diversified set of clientele including well-established Corporates, PSUs and Institutions. In process, it has built an esteemed position with the regulatory authorities and government agencies. The Firm has established reputation for delivering quality and time bound service to its clients.

BGG has two full time partners assisted by a team of dynamic professionals comprising Chartered Accountants, CPAs, MBAs and Company Secretaries.

BGG is empaneled with the Comptroller Auditor General of India (Empanelment No. DE3274) and the Reserve Bank of India (Unique Code: 105431).

Peer Review of the Firm has been conducted by the Institute of Chartered Accountants of India. The Peer Review Report is clear and doesnt not bear any qualifications and adverse comments, thereby indicatingthat quality control measures imposed on the professional attestation services of the Firm confirmed total compliance with the established technical standards of the Institute of Chartered Accountants of India.

ii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, the Company has appointed Neeraj Arora (M. No. 10781 & CP No. 16186), Company Secretaries in practice, as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the financial year 2023-24. The Report of Secretarial Auditors for the FY 2023-24, is annexed as "Annexure II", forming part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

iii) Cost Records

The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Companies Act, 2013.

11. SUBSIDIARY, ASSOCIATES COMPANIES & JOINT VENTURES

Name of Companies which have become or ceased to be its subsidiaries, Joint Venturesor associate companies during the year: Not Applicable

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis. Further, there were no materially significant related party transactions that may have potential conflict of interests of the Company at large.

Prior Omnibus approval is obtained from the Audit Committee in its meeting held on February 13, 2024 for the related party transactions which are foreseen and repetitive in nature. A statement of all related party transactions are placed before the Audit Committee on quarterly basis for review.

The Company has a policy on related party transactions which is available on the Companys website at www.smccredits.com. In terms of Section 134(3)(h) of the Act read with Rule 15 of the Companies

(Meetings of Board and its Powers) Rules, 2014, the Form AOC -2 is annexed in Annexure-I.

13. DISCLOSURES

a. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT, 2013

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report.

Details of investments, if any, covered under the provisions of Section 186 of the Act are given in the notes forming part of the financial statements.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

A. Conservation of Energy

Steps taken for Conservation of Energy	As the Company is not involved in any industrial or manufacturing activities, the operations of the Company are not energy-intensive. However, wherever possible, the Company endeavor to look for possible ways and means to achieve energy conservation in every possible way
Steps taken for utilizing alternate sources of energy
Capital investment on energy conservationequipment

B. Technology Absorption

Efforts in brief made towards technology absorption	The business of company is not technology intensive, however, Company always follows a practice of upgrading its equipments on an ongoing basis.
Benefits derived
Expenditure incurred on Research and Development
Details of technology imported, if any
Year of import	NIL
Whether imported technology fully absorbed
Areas where absorption of imported
technology has not taken place, if any

C. Foreign Exchange Earnings and Outgo -During the year under review, the Company did not have any foreign exchange expenditure and foreign exchange earnings.

c. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details 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 are form part of the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

d. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

e. COMMITTEES OF THE BOARD

The details of Board and its Committees, including number of meetings are given in the Corporate Governance Report.

f. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year under review, there has been no change in the nature of the business of the

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Company and no material changes have occurred and commitments made, affecting the financial position of the Company during the year and between the end of the year till the date of this report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is given separately and forming part of the Annual Report as Annexure III.

15. CORPORATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed report on Corporate Governance is given separately and forms part of Annual Report and the certificate obtained from Practicing Company Secretary confirming compliance of the conditions of corporate governance is attached to the said report. As per the new clause inserted in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the certificate from Company Secretary in practice also forms part of Annual Report.

Corporate Governance Report regarding none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority. The same is annexed to this report as Annexure IV.

16. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the SEBI dated January 05, 2017, performance evaluation of the board, its committees and individual directors has been duly done. The performance of the individual directors was evaluated on parameters, such as meeting attendance, participation and contribution, responsibility towards stakeholders and independent judgment.

The statement including the manner in which the evaluation exercise was conducted, the observations of the Board and the proposed action to be taken based on the observation of the Board is included in the Corporate Governance report forming part of this annual report.

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of committee charter, updation to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.

The performance evaluation of the respective Committees and that of Independent and Non-

Independent Directors was done by the Board excluding the Director being evaluated.

17. NOMINATION & REMUNERATION POLICY

Pursuant to provisions of the Act and SEBI Regulations, the Nomination and Remuneration Committee of your Board has already formulated a remuneration and Board Diversity Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel (KMP), senior management and other employees of your Company and to ensure diversity at the Board level. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the incentive plans.

The Board has maintained the Nomination & Remuneration Policy and is adhering to it.

The policy for selection of Directors and determining Directors independence may be accessed from Companys website at the link www.smccredits.com and may be accessed from Companys website.

18. CORPORATE SOCIAL RESPONSIBILITY

Since the Company is not falling under any of the criteria provided under Section 135 ofthe Companies Act, 2013 and rules made thereunder. Hence, the provisions of Corporate Social Responsibility are not applicable to the Company.

19. CHANGES IN SHARE CAPITAL

There is no change in the share capital of the company during the year under review.

20. PREVENTION OF INSIDER TRADING

The Company has formulated the Code of Practice for Fair Disclosure of Un-Published Price Sensitive Information and the Code of Conduct for regulating, monitoring and to protect the interest of shareholders at large, prevent misuse of any unpublished price sensitive information and prevent any insider trading activity by dealing in shares of the Company by its Designated Persons and their immediate relatives in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("Regulation"). The said Code is uploaded on the website of the Company. The objective of the Code is to protect the interest of shareholders at large, to prevent misuse of any unpublished price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Persons, other employees and their immediate relatives.

21. CODE OF CONDUCT

In compliance with Regulation 26(3) of Listing Regulations and the Companies Act, 2013, the Company has framed and adopted Code of Conduct (the Code). The code is applicable inter-alia to all Directors, Independent Directors and Senior Management of the Company. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The code is available on the Companys website All the Board Members and the Senior Management personnel have confirmed compliance with the Code as on 31st March, 2024. A declaration to this effect, signed by the Chairman in terms of Listing Regulations form part of the Corporate Governance Report.

22. ANNUAL RETURN

In accordance with Section 92(3) of the Act, the annual return in Form No. MGT-7, is available on the Companys website at www.smccredits.com.

23. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is in Compliance with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and Secretarial Standards on General Meeting (SS-2) for the financialyear ended March 31, 2024.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put inplace a vigil mechanism for Directors, Employee and other person dealing with the Company for reporting illegal or unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

The Company has formulated Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any and the Company is adhering to the same.

The Whistle Blower Policy is available on the Companys website, which may be accessed at the link: www.smccredits.com

25. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk Management Policy which lays down the framework to define, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company. During the year under review, the Company has not identifiedany element of risk which may threaten the existence of the Company.

26. LISTING FEES

The Companys shares are listed on BSE Limited. The Company affirms that the annual listing fees

for the year 2023-24 to BSE Limited (Bombay Stock Exchange) has been paid.

27.GENERAL

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

• The Company had not issued equity shares with differential rights as to dividend, voting or otherwise.

• The Company had not issued shares (including sweat equity shares) to employees of the Company under any scheme or Employees Stock Options Plan.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

• There were no outstanding material litigations as on March 31, 2024. Details of Statutory dues/tax matters are disclosed in the financial statements.

• As on the date of the Report any application is not pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2023-24.

• During the year under review, the Company has not entered in any one time settlement with any of the Banks/Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.

• The maintenance of cost records has not been specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Cost Audit under Companies (Cost Records and Audit) Rules, 2014 is not applicable on the Company.

• The Company follows the financial year commence from 01 April and ends on 31 March of subsequent year.

ACKNOWLEDGEMENT

Your Directors placed on record their appreciation for companys customer, suppliers, Bankers and Central and State Governments for their continued guidance, support and cooperation.

Your Directors place on the record their deep appreciation of contribution made by employees at all levels and also expresses their gratitude to the shareholders for their valuable and un-stinted support extended to the company throughout the year.

For and on behalf of the Board

New Delhi
September 03, 2024	Sd/-
	( Rajesh Goenka)
	Chairman & CFO
	DIN:00298227