SMIFS Capital Markets Ltd Directors Report

TO THE MEMBERS,

Your Directors have pleasure in presenting the Forty Second Annual Report of the Company together with the audited financial statements for the year ended March 31, 2025.

1. (a) FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Profit before Interest, Depreciation, Exceptional items & Tax	324.95	353.63
Less: Finance Charge	8.45	0.51
Profit before Depreciation, Exceptional items & Tax	316.50	353.12
Less: Depreciation / Amortization	52.15	23.88
Profit before Exceptional items and Tax	264.35	329.24
Exceptional items	58.53	-
Profit before Tax	205.82	329.24
Less: Tax Expenses – Current / Earlier years	43.52	56.06
Less : Deferred Tax for the year	44.34	32.09
Profit after Tax	117.96	241.09
Profit brought forward from earlier year	1462.21	1,221.12
Profit transfer from OCI Reserve:	14.79	-
Profit available for Appropriation	1594.96	1,462.21
APPROPRIATIONS	-	-
Dividend including Dividend Tax	-	-
Profit carried to Balance Sheet	1594.96	1,462.21

(b) PERFORMANCE, STATE OF COMPANYS AFFAIRS AND CHANGE IN NATURE OF

BUSINESS:

Profit Before Tax of the Company for the year was Rs 205.82 Lakhs (previous year Rs 329.24 Lakhs).

Net worth of the Company as on March 31, 2025 was Rs. 15475.95 lakhs (previous year Rs. 12,960.18 lakhs).

During the year, the Company received the in-Principle approval from the Exchanges to change its name from SMIFS Capital Markets Limited to Nexome Capital Markets Limited since the Company wants to expand its business under the name "NEXOME". There is no change in the nature of business of the Company during the year under review.

Your Company is currently providing advisory services for a client which is expected to complete by June 2025.

(c) CAPITAL

The paid up Equity Share Capital as on March 31, 2025 stood at Rs. 587.70 Lakhs divided into 58.77 equity shares of Rs.10/- each.

I. Preferential Allotment of Shares

During the year, the Board of Directors of the Company in their meeting dated September 11, 2024 and pursuant to the approval from Members of the Company by way of Postal Ballot, your Company has allotted 2,92,000 Equity Shares of face value of Rs.10 each at a price of Rs. 64 each to Merlin Resources Private Limited by way of preferential issue aggregating to Rs. 1,86,88,000/- (Rupees One Crore Eighty-Six Lakhs and Eighty-Eight Thousand Only) on October 25, 2024.

Consequent to aforesaid allotment of Equity Shares by way of Preferential issue, the paid-up share capital of the Company has increased from 55,85,000 equity shares of face value of Rs. 10 each as at 31st March 2024 to 58,77,000 equity shares of face value of Rs. 10 each as at 31st March 2025.

II. Preferential Allotment of Equity Convertible Warrants

During the year, the Board of Directors of the Company in their meeting dated September 11, 2024 and pursuant to the approval from Members of the Company by way of Postal Ballot has approved preferential issue of upto 19,20,000 Equity Convertible Warrants, each carrying a right to subscribe to 1 fully paid-up equity share of the Company of face value of Rs. 10 each, to Mr. Utsav Parekh, Panchganga Advisors Private Limited, Monet Securities Private Limited, Forbes EMF, Chivas Trading Private Limited aggregating to Rs. 12,28,80,000/- (Rupees Twelve Crores and Twenty-Eight Lakhs and Eighty Thousand Only). The same was approved by the Members of the Company by way of Postal Ballot. In terms of the approval and upon receipt of 25% of consideration, on 25 October 2024, your Company has allotted 19,20,000 Equity Convertible Warrants, by way of preferential issue at a price of Rs. 64 per warrant.

The remaining 75% of the consideration will be paid at the time of conversion of warrants into equity shares at any time on or before the expiry of 18 (eighteen) months from the date of allotment of the Warrants.

The funds raised by way of preferential issue of Equity Shares and Equity Convertible Warrants have been utilised towards funding the business of the Company by making Investment in Shares & Securities including investing in special situations, long term and short term investing, tactical and opportunistic investments, debt funds, capital requirement for the purpose of repayment or part prepayment of borrowings of the Company, working capital requirements.

(d) DIVIDEND

To conserve resources for future growth, your Board of Directors do not recommend any dividend for the year.

(e) TRANSFERTOINVESTOREDUCATIONANDPROTECTIONFUND

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares in respect of which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividend and shares.

Attention is also being drawn that the unclaimed/unpaid dividend for the financial year 2017-18 is due for transfer to Investor Education and Protection Fund during October/ November 2025. In view of this, Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company/ Companys Registrar and Transfer Agents, M/s Maheshwari Datamatics Private Limited.

(f)MANAGEMENTDISCUSSIONANDANALYSIS

Management Discussion and Analysis of financial condition and of operations of the Company for the year under review as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is given in the part on Corporate Governance elsewhere in the Annual Report marked as "Annexure A".

2. FINANCE

The Company continues to focus on judicious management of its working capital. The Companys long-term debt as on 31st March, 2025 was Rs. 297.32 lakhs (Previous Year Rs. 4.8 lakhs).

3.1 DEPOSITS

The Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 from the public.

3.2 PARTICULARSOFLOANS,GUARANTEESORINVESTMENTS

The particulars of loans, guarantees and investments of the Company and its wholly-owned subsidiary Company namely, SMIFS Capital Services Limited has been disclosed in the financial statements.

4. INTERNALCONTROLSYSTEMSANDTHEIRADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company and its subsidiary. Based on the report of internal auditors, corrective action is undertaken in respective areas and thereby controls are strengthened. Significant audit observations and corrective actions taken thereon are presented to the Audit Committee of the Board. The Company vide its meeting of Committee of Directors held on March 31, 2025 has decided to implement Cybersecurity and Cyber

Resilience Framework (CSCRF) w.e.f. April 01, 2025 in compliance with SEBI Circular No. SEBI/HO/ITD-1/ ITD_CSC_EXT/ P/ CIR/ 2024/ 113 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI regulated entities which is mandatory for all the Merchant Bankers.

5. SUBSIDIARYCOMPANY

As on March 31, 2025, there is one wholly-owned subsidiary Company namely, SMIFS Capital Services Limited. Statement required under Section 129(3) of the Companies Act, 2013 in respect of the Subsidiary Company is attached herewith.

FINANCIALSUMMARYORHIGHLIGHTS/PERFORMANCEOFTHESUBSIDIARYCOMPANY

(Rs. in Lakhs)

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Profit/(Loss) before Interest, Depreciation & Tax	0.71	2.37
Less: Finance Charge	0.35	0.31
Profit/(Loss) before Depreciation & Tax	0.36	2.06
Less: Depreciation / Amortization	2.01	1.97
Profit/ (Loss) before Tax	(1.65)	0.09
Less : Tax Expenses	(0.34)	0.29
Profit/ (Loss) after Tax	(1.31)	(0.20)
Profit/(Loss) brought forward from earlier years	(45.64)	(45.44)
Profit/(Loss) carried to Balance Sheet	(46.95)	(45.64)

6. YEARINRETROSPECTANDFUTUREOUTLOOK

The financial year 2024-25 began on a promising note as supplies of goods were improving, financial markets exuded greater optimism and globally central banks were steering their economies towards a soft landing. In December 2024, President Trump sparked trade tensions by targeting Indias high tariffs under his "America First Trade Policy". On 2nd April 2025 USA announced reciprocal tariffs: a minimum flat 10% tariff on all imports from various countries as well as country-specific rates mirroring foreign levies on US goods, citing unfair trade practices and tariff asymmetry as threats to US economic stability. For India, a 26% duty on exports to USA starting 9th April, 2025 was announced. However, in a significant shift from his earlier aggressive stance, President Trump announced a 90 day pause on implementing new reciprocal tariffs on India which meant 10 % flat duty on all imports, while maintaining high tariffs on Chinese imports which has later been revised to 30% tariff for 90 days. This signals a strategic reconsideration amidst global supply chain challenges and evolving geopolitical priorities. For India, these developments could have a significant impact on exports by various sectors like textiles, gems and jewellery etc.

Auto parts, steel, and aluminum are not covered in the recent tariff orders as they are already subject to the Section 232 tariffs of 25% announced on 26 March 2025. Auto parts exports for which the US is a key market, may face headwinds. Indias exports of semiconductor devices to the US were approximately US$ 1.81 billion in 2023. Thus, acknowledging their critical role in global supply chains, semiconductors have been exempted from these tariffs. Amongst the global turmoil and near recessionary conditions in many countries, India remains one of the fastest growing economies in the world. Reserve Bank of India in April 2025 has projected Indias GDP growth rate for the financial year 2025-2026 at 6.5 % and has estimated CPI inflation to come down in 2025-26 to 4 %. IMF has cut Indias GDP Forecast To 6.2% for 2025-26, which is lower than RBIs estimates for the financial year 2025-26.

Indias retail inflation has reduced from 5.4 per cent in 2023-24 to 4.9 per cent in 2024-25(April-December), aided by various government initiatives and monetary policy measures. WPI inflation eased to a nine-month low of 0.85% in April, down from 2.05% in March, driven by falling fuel prices and moderated food inflation. IMD and Skymet have forecasted above normal and normal monsoon respectively for India in 2025. Therefore, moderating inflation pressures and forecast of normal monsoon have opened up possibility of interest rate cuts in India in the second half of 2025-26 as well after two repo rate cuts of 25 basis points each in last few months.

Our economy is growing at a fast pace and this is evidenced by highest GST revenue collection for April 2025 at Rs. 2.37 lakh crores. This represents a significant 12.6% year on year growth driven by a strong demand in domestic transactions (up 10.7%) and imports (up 20.8%). Indias Industrial growth (IIP) for the financial year 2024–25 was at 4% compared to 5.9% for the year 2023–24 which is expected to accelerate in 2025-26. Inspite of a record US $824.9 billion worth of exports in financial year 2024–25, Indias trade deficit widened to US$ 94.26 billion, as total imports rose by 6.85%, amounting to US$ 915.19 billion for the financial year. Indias services exports grew at one of the fastest rates over the last 18 years and Indias defence and electronics exports have risen rapidly.

Indias fiscal deficit in 2024–25 has come down to 4.8% of GDP and is estimated to come down to around 4.4% in 2025–26. Inspite of geopolitical developments affecting crude prices, India has managed its crude imports well by negotiating appropriate discounts from Russia and other exporting countries.

Amidst this volatility, our banking and non-banking financial service sectors in India remain healthy and is well governed by the Regulator. The Indian Rupee has also moved in an orderly manner in the financial year 2024 – 25.

As per IMF, India is likely to become the third largest economy in 2027. Capital expenditure has emerged as a key growth driver in India. Government has accelerated public sector capital expenditure and private sector capital expenditure is now catching up. Capacity utilization has now reached around 75 percent and corporates are considering setting up new capacities. The Government has also come out with production linked incentive schemes in various sectors which is boosting capital expenditure and manufacturing.

On April 22, 2025, in a devastating attack in Pahalgam, militants opened fire on tourists which led to the tragic demise of civilians. In response to the terror attack, decisive action was taken by India in destroying terror infrastructure in Pakistan and PoK. Pakistan approached India for a ceasefire which India accepted and our markets moved up in the week thereafter also aided by trade agreement between USA and China for a 90 day pause. BSE Sensex moved up from 73,651 on 31st March 2024 to 77,415 on 31st March 2025, a rise of 5.11 %. FIIs sold Rs. 3,99,939.69 crores worth of shares during 2024-25 as valuations became expensive and funds moved to developed markets during the year.

7. LISTING OF THE SECURITIES OF THE COMPANY

Equity Shares of your Company continue to be listed on BSE Limited and The Calcutta Stock Exchange Limited and the listing fees for the year 2025-26 have been paid and 99.19 percent of the equity shares of your Company are held in dematerialized form.

8. DIRECTORSRESPONSIBILITYSTATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that: (a) in the preparation of the Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) the directors have selected such accounting policies and applied them consistently and made judgment 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 the profit and loss of the company for that period.

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. (d) the directors have prepared the annual accounts on a going concern basis.

(e) the directors, have laid down internal financial control to be followed by the company and that such internal financial control are adequate and were operating effectively, and (f) the directors have devised proper systems to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

9. RELATEDPARTYTRANSACTIONS

All related party transactions that were entered, into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen and are of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a yearly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. None of the Directors have any pecuniary relationship or transactions vis-?-vis the Company. The particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 entered by the Company during the financial year ended 31st March, 2025 has been disclosed in the financial statements.

10. DETAILSINRESPECTOFFRAUDSREPORTEDBYAUDITORSUNDERSUBSECTION(12)OF

SECTION 143 OF COMPANIES ACT 2013, OTHER THAN THOSE REPORTABLE TO THE CENTRALGOVERNMENT

No material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of audit.

11. MATERIALCHANGESANDCOMMITMENTS

The Company received the approval from Registrar of Companies, Central Processing Centre for changing its name from SMIFS Capital Markets Limited to Nexome Capital Markets Limited on April 17, 2025. After which, the Company was officially listed on the Exchanges i.e. BSE Limited and The Calcutta Stock Exchange Limited as Nexome Capital Markets Limited w.e.f May 14, 2025 and May 09, 2025 respectively.

No other material changes and commitments 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 this report.

12. SECRETARIALSTANDARDS

The Company is compliant with all the mandatory secretarial standards as issued by the Institute of Company Secretaries of India (ICSI).

13. VIGILMECHANISMFORDIRECTORSANDEMPLOYEES

The Company has a Vigil Mechanism to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism is explained in the Corporate Governance Report and also posted on the website of the Company.

14. COSTRECORDS

Maintenance of cost records specified by the Central Government under section 148(1) of the Companies Act, 2013 is not required as the company does not fall under the ambit of prescribed class of companies who are required to make and maintain cost records.

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

In accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work place, your Company has a Policy on Prevention of Sexual Harassment at the Workplace duly approved by the Board of Directors.

During the year, no complaint was reported under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

16. CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION,FOREIGNEXCHANGEEARNINGANDOUTGO

Particulars required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, under the heads (a) conservation of energy; and (b) technology absorption, are not applicable to the Company.

During the year there was no foreign exchange earnings (previous year nil). Foreign Exchange outgo during the year aggregated to Nil. (Previous year Nil).

17. DIRECTORS

Composition of the Board of Directors of your Company fulfills the criteria fixed by Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with fifty per cent of the Directors being Independent Directors. Your Board comprises of 8 (eight) directors out of which 4 (four) are independent directors.

During the year, as per the provisions of the Companies Act, 2013 and other applicable laws, the appointment of Mr. Nitin Daga and Mr. Pratik Ghose was confirmed as Non- Executive Independent Directors on May 31, 2024 via Postal Ballot.

Mr. Samarth Parekh and Mr. Anil Kumar Murarka were appointed as Additional Directors of the Company in the Board Meeting held on April 04, 2025. Their appointment was confirmed via Postal Ballot on May 09, 2025 as Joint Managing Director and Non-Executive Independent Director respectively. Further, Mr. Ajay Kumar Kayan resigned w.e.f. May 23, 2025 and Mr. Saharsh Parekh was appointed as a Non-Executive, Non- Independent Director w.e.f. May 23, 2025.

Mr. Utsav Parekh is the Non- Executive Chairman.

Re-appointment of Managing Director

Mr. Kishor Shah has been re-appointed as Managing Director of the Company with effect from April 1, 2024 for a further period of 3 (three) years and the same was confirmed by the members at the Annual General Meeting by passing a Special Resolution. Terms of appointment include payment of managerial remuneration as per the provisions of Sections 196, 197, 203 and other applicable provisions, if any, read with Schedule V, Part II, Section II (A) to the Companies Act, 2013.

Retirement by Rotation

Mr. Utsav Parekh, Non-Executive Director, retires by rotation in accordance with the requirements of Companies Act, 2013 and Articles of Association of the Company. He being eligible offers himself for re-appointment.

Brief resume of Mr. Utsav Parekh, nature of his expertise in specific functional areas, names of companies in which he holds directorships and/or memberships / chairmanships of committees of Board, his shareholdings are furnished in section on Corporate Governance elsewhere in the Annual Report.

Resignation / Appointment of the Key Managerial Personnel

During the year, Mr. Shreemanta Banerjee tendered his resignation as Chief Financial Officer cum Vice President (Finance and Taxation) in order to pursue other career opportunities w.e.f. November 05, 2024 and he was re-appointed as Chief Financial Officer cum Vice President (Finance and Taxation) w.e.f. November 26, 2024.

Apart from the aforesaid matter there were no other changes in the Key Managerial Personnel and in the Management of the Company during the year.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, strategy and investments; and they hold the highest standards of integrity.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs ("IICA") and have successfully completed the online proficiency self-assessment test conducted by IICA within the prescribed time period, unless they meet the criteria specified for exemption.

Details of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance forming part of this Report.

18.1 ANNUALPERFORMANCEEVALUATIONOFTHEBOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, Key Managerial Personnel (KMP), Senior Management as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

18.2 NOMINATION&REMUNERATIONPOLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration the contents of which are placed on the website of the Company at www.smifscap.com.

18.3 MEETINGS

During the year seven (7) Board Meetings and five (5) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

19. AUDITORSANDTHEIRREPORTS 19.1 STATUTORY AUDITORS

M/s S K Agrawal and Co Chartered Accountants LLP, Statutory Auditors of the Company hold office in accordance with the provisions of the Companies Act, 2013.

M/s S K Agrawal and Co Chartered Accountants LLP were appointed as the Statutory Auditors of the Company for the second term of 5 years from the conclusion of the Thirty Ninth Annual General Meeting until the conclusion of the Forty Fourth Annual General Meeting of the Company subject to the ratification by the Members at every Annual General Meeting, at a remuneration to be decided by the Board of Directors.

Since, the first proviso of Section 139 has been omitted w.e.f. May 7, 2018 by the Companies (Amendment) Act, 2017 which requires companies to place the appointment of Statutory Auditors for ratification before the members at every Annual General Meeting of the Company, the ratification of appointment of M/s S K Agrawal and Co Chartered Accountants LLP as the Statutory Auditors of the Company will not be placed before the Members at the ensuring

Annual General Meeting of the Company.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

19.2 SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Sudhansu Sekhar Panigrahi, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B".

19.3 INTERNALAUDIT

M/s D.P. Sen & Co., Chartered Accountants, has been appointed as Internal Auditors of the Company for financial year 2024-25. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

20. AUDITORSQUALIFICATION

(i) STATUTORYAUDITORSQUALIFICATIONS

Qualifications contained in the Auditors Report if any have been dealt with in the Notes to financial statements and are self-explanatory.

(ii) SECRETARIALAUDITORSQUALIFICATIONS

Qualifications contained in the Secretarial Auditors Report if any have been dealt with in the Notes to Form MR-3 and are self-explanatory.

21. PARTICULARSOFEMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is given in "Annexure C".

22. ANNUALRETURN

Pursuant to the provisions of Section 92 (3) read with section 134(3)(a) of the Companies Act, 2013 the draft copy of the annual return for the F.Y. 2024-25 is uploaded on the website of the Company www.smifscap.com and the same can be viewed by the members and stakeholders.

23. DETAILSOFSIGNIFICANTANDMATERIALORDERSPASSEDBYREGULATORSORCOURTS

ORTRIBUNALSIMPACTINGTHEGOINGCONCERNSTATUSANDCOMPANYSOPERATIONS INFUTURE

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operation.

24. DETAILSOFAPPLICATIONORNOPROCEEDINGISPENDINGUNDERTHEINSOLVENCYAND

BANKRUPTCYCODE,2016

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

25. DISCLOSUREOFREASONFORDIFFERENCEBETWEENVALUATIONDONEATTHETIMEOF

TAKING LOAN FROM BANK AND AT THE TIME OF ONETIME SETTLEMENT

There were no instances of one-time settlement with any Bank or Financial Institution.

26. ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of the co-operation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents during the year under review.

	For and on behalf of the Board of Directors
Regd.Office:
‘Vaibhav (4F), 4 Lee Road,	Sd/-
Kolkata - 700 020	(UTSAVPAREKH)
	Chairman
The 23rd day of May, 2025	(DIN No. 00027642)