Auditor Report of SMC Global Securities Ltd.

Mar 31, 2025

standalone financial statements in
accordance with the Standards on
Auditing (Sas), as specified under
section 143(10) of the Act. Our
responsibilities under those Standards
are further described in the ''Auditors''
Responsibilities for the Audit of the
Standalone Financial Statements''
section of our report. We are
independent of the Company in
accordance with the Code of Ethics
issued by the Institute of Chartered
Accountants of India together with the
ethical requirements that are relevant
to our audit of the standalone financial
statements under the provisions of the
Act and the Rules thereunder, and we
have fulfilled our other ethical
responsibilities in accordance with
these requirements and the Code of
Ethics. We believe that the audit
evidence we have obtained is sufficient
and appropriate to provide a basis for
our opinion on the standalone financial
statements.

Key Audit Matters

Key audit matters are those matters
that, in our professional judgment, were
of most significance in our audit of the
standalone financial statements for the
financial year ended March 31, 2025.

We have audited the accompanying
standalone financial statements of SMC
Global Securities Limited (the
“Company”), which comprise the
Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss (including
Other Comprehensive Income), the
Statement of Changes in Equity and the
Statement of Cash Flows for the year
then ended, and notes to the
standalone financial statements,
including a summary of material
accounting policies and other
explanatory information.

In our opinion and to the best of our
information and according to the
explanations given to us, the aforesaid
standalone financial statements give the
information required by the Companies
Act, 2013, as amended (the “Act”) in the
manner so required and give a true and
fair view in conformity with the
accounting principles generally accepted
in India, of the state of affairs of the
Company as at March 31, 2025, its profit
including other comprehensive income,
the changes in equity and its cash flows
for the year ended on that date.

Basis for Opinion

We conducted our audit of the

These matters were addressed in the
context of our audit of the standalone
financial statements as a whole, and in
forming our opinion thereon, and we do
not provide a separate opinion on these
matters.

We have determined the matter
described below to be the key audit
matter to be communicated in our
report.

Key audit matter

Assessment of carrying amount of
Company''s equity investments in one
of the subsidiaries

As at March 31, 2025, the carrying value
of Company''s investments in equity
shares of one of wholly owned
subsidiaries amounted to Rs. 4000.00
Lakhs.

The Company accounts for its
investments in subsidiaries at cost
(subject to impairment assessment).
Management regularly reviews whether
there are any indicators of impairment
of the investments with reference to Ind
AS 36 ''Impairment of Assets''. If such
indicators exist, impairment loss is
determined and recognised in
accordance with the accounting policy
of the Company.

For determining the value in use of the
underlying businesses, discounted cash
flow projections are used which has
sensitivity around the key assumptions,
such as growth rates, discount rates,
and terminal values.

This is a key audit matter as the amount
of investment is material to the
standalone financial statements of the
Company and the determination of
recoverable value for impairment
assessment involves significant
management judgement.

How the matter was addressed in our
audit

Our audit procedures included,
among others, the following:

We evaluated the internal and external
factors impacting the entity and
indicators of impairment (or reversal
thereof) in line with Ind AS 36.

We evaluated the methodology used by
the Company to estimate the
recoverable amounts of the
investments.

We assessed the reasonableness of key
assumptions such as growth rates,
discount rates and terminal values.

We discussed and assessed potential
changes in key drivers as compared to
previous year/ actual performance with
management to evaluate whether the
inputs and assumptions used in the
cash flow forecasts are suitable.

We reviewed the adequacy of related
disclosures in the standalone financial
statements in accordance with Ind AS 36.

Other Information

The Company''s Board of Directors is
responsible for the other information.
The other information comprises the
Corporate Governance Report, and the
information included in the Directors''
Report including Annexures,

Management Discussion and Analysis,
and other company related information
included in the Annual Report, but does
not include the standalone financial
statements and our auditors'' report
thereon.

Our opinion on the standalone financial
statements does not cover the other
information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the
standalone financial statements, our
responsibility is to read the other
information, and, in doing so, consider
whether such other information is
materially inconsistent with the
financial statements or our knowledge
obtained in the audit or otherwise
appears to be materially misstated. If,
based on the work we have performed,
we conclude that there is a material
misstatement of this other information,
we are required to report this fact. We
have nothing to report in this regard.

Responsibilities of Management for
the Standalone Financial Statements

The Company''s Board of Directors is
responsible for the matters stated in
section 134(5) of the Act with respect to
the preparation of these standalone
financial statements that give a true
and fair view of the financial position,
financial performance including other
comprehensive income, changes in
equity and cash flows of the Company
in accordance with the accounting
principles generally accepted in India,
including the Indian Accounting
Standards (Ind AS) specified under
section 133 of the Act read with the
Companies (Indian Accounting
Standards) Rules, 2015, as amended.
This responsibility also includes
maintenance of adequate accounting
records in accordance with the
provisions of the Act for safeguarding of

the assets of the Company and for
preventing and detecting frauds and
other irregularities; selection and
application of appropriate accounting
policies; making judgments and
estimates that are reasonable and
prudent; and design, implementation
and maintenance of adequate internal
financial controls, that were operating
effectively for ensuring the accuracy
and completeness of the accounting
records, relevant to the preparation and
presentation of the standalone financial
statements that give a true and fair view
and are free from material
misstatement, whether due to fraud or
error.

In preparing the standalone financial
statements, management is responsible
for assessing the Company''s ability to
continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern
basis of accounting unless management
either intends to liquidate the Company
or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors are also
responsible for overseeing the
Company''s financial reporting process.

Auditors'' Responsibilities for the
Audit of the Standalone Financial
Statements

Our objectives are to obtain reasonable
assurance about whether the
standalone financial statements as a
whole are free from material
misstatement, whether due to fraud or
error, and to issue an auditors'' report
that includes our opinion. Reasonable
assurance is a high level of assurance,
but is not a guarantee that an audit
conducted in accordance with SAs will
always detect a material misstatement
when it exists. Misstatements can arise
from fraud or error and are considered

material if, individually or in the
aggregate, they could reasonably be
expected to influence the economic
decisions of users taken on the basis of
these standalone financial statements.

As part of an audit in accordance with
SAs, we exercise professional judgment
and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of
material misstatement of the
standalone financial statements,
whether due to fraud or error,
design and perform audit
procedures responsive to those
risks, and obtain audit evidence that
is sufficient and appropriate to
provide a basis for our opinion. The
risk of not detecting a material
misstatement resulting from fraud is
higher than for one resulting from
error, as fraud may involve
collusion, forgery, intentional
omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal
control relevant to the audit in order
to design audit procedures that are
appropriate in the circumstances.
Under section 143(3)(i) of the Act,
we are also responsible for
expressing our opinion on whether
the Company has adequate internal
financial controls with reference to
financial statements in place and
the operating effectiveness of such
controls.

• Evaluate the appropriateness of
accounting policies used and the
reasonableness of accounting
estimates and related disclosures
made by management.

• Conclude on the appropriateness of
management''s use of the going
concern basis of accounting and,
based on the audit evidence
obtained, whether a material
uncertainty exists related to events
or conditions that may cast
significant doubt on the Company''s
ability to continue as a going
concern. If we conclude that a
material uncertainty exists, we are
required to draw attention in our
auditors'' report to the related
disclosures in the financial
statements or, if such disclosures
are inadequate, to modify our
opinion. Our conclusions are based
on the audit evidence obtained up
to the date of our auditors'' report.
However, future events or
conditions may cause the Company
to cease to continue as a going
concern.

• Evaluate the overall presentation,
structure and content of the
standalone financial statements,
including the disclosures, and
whether the standalone financial
statements represent the underlying
transactions and events in a manner
that achieves fair presentation.

We communicate with those charged
with governance regarding, among
other matters, the planned scope and
timing of the audit and significant audit
findings, including any significant
deficiencies in internal control that we
identify during our audit.

We also provide those charged with
governance with a statement that we
have complied with relevant ethical
requirements regarding independence,
and to communicate with them all
relationships and other matters that
may reasonably be thought to bear on
our independence, and where
applicable, related safeguards.

From the matters communicated with
those charged with governance, we
determine those matters that were of

most significance in the audit of the
standalone financial statements for the
financial year ended March 31, 2025 and
are therefore the key audit matters. We
describe these matters in our auditors''
report unless law or regulation
precludes public disclosure about the
matter or when, in extremely rare
circumstances, we determine that a
matter should not be communicated in
our report because the adverse
consequences of doing so would
reasonably be expected to outweigh the
public interest benefits of such
communication.

Other Matter

The financial statements of the
Company for the year ended March 31,
2024, included in these standalone
financial statements, were audited by
the then Statutory Auditors of the
Company, where they had expressed an
unmodified opinion on those
standalone financial statements vide
their report dated May 13, 2024.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies
(Auditor''s Report) Order, 2020 (the
“Order”), issued by the Central
Government of India in terms of
sub-section (11) of section 143 of
the Act, we give in the “Annexure A”
a statement on the matters
specified in paragraphs 3 and 4 of
the Order, to the extent applicable.

2. As required by Section 143(3) of the
Act, we report, to the extent
applicable, that:

a) We have sought and obtained
all the information and
explanations which to the best
of our knowledge and belief
were necessary for the purposes
of our audit;

b) In our opinion, proper books of
account as required by law have
been kept by the Company so far
as it appears from our
examination of those books;

c) The standalone Balance Sheet,
the standalone Statement of
Profit and Loss (including Other
Comprehensive Income), the
standalone Statement of
Changes in Equity and the
standalone Statement of Cash
Flows dealt with by this Report
are in agreement with the books
of account;

d) In our opinion, the aforesaid
standalone financial statements
comply with the Accounting
Standards specified under
Section 133 of the Act, read with
Companies (Indian Accounting
Standards) Rules, 2015, as
amended;

e) On the basis of the written
representations received from
the directors as on March 31,
2025, taken on record by the
Board of Directors, none of the
directors is disqualified as on
March 31, 2025 from being
appointed as a director in terms
of Section 164 (2) of the Act;

f) With respect to the adequacy of
the internal financial controls
with reference to these
standalone financial statements
and the operating effectiveness
of such controls, refer to our
separate Report in “Annexure
B” to this report.

g) In our opinion, the managerial
remuneration for the year ended
March 31, 2025 has been paid /
provided by the Company to its
directors in accordance with the
provisions of section 197 read

with Schedule V to the Act;

h) With respect to the other
matters to be included in the
Auditors'' Report in accordance
with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014,
as amended in our opinion and
to the best of our information
and according to the
explanations given to us:

i. The Company has disclosed the
impact of pending litigations on
its financial position in its
standalone financial statements
- Refer Note 41 to the
standalone financial statements;

ii. The Company did not have any
long-term contracts including
derivative contracts for which
there were any material
foreseeable losses;

iii. There has been no delay in
transferring amounts, required
to be transferred to the Investor
Education and Protection Fund
by the Company;

iv.

a. The management has

represented that, to the best
of its knowledge and belief,
no funds have been advanced
or loaned or invested (either
from borrowed funds or share
premium or any other
sources or kind of funds) by
the Company to or in any
other persons or entities,
including foreign entities
(“Intermediaries”), with the
understanding, whether
recorded in writing or
otherwise, that the
Intermediary shall, directly or
indirectly lend or invest in
other persons or entities
identified in any manner

whatsoever by or on behalf of
the Company (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like
on behalf of the Ultimate
Beneficiaries;

b. The management has
represented, that, to the best
of its knowledge and belief,
no funds have been received
by the Company from any
persons or entities, including
foreign entities (“Funding
Parties”), with the
understanding, whether
recorded in writing or
otherwise, that the Company
shall, directly or indirectly,
lend or invest in other
persons or entities identified
in any manner whatsoever by
or on behalf of the Funding
Party (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like
on behalf of the Ultimate
Beneficiaries; and

c. Based on the audit
procedures performed that
have been considered
reasonable and appropriate
in the circumstances, nothing
has come to our notice that
has caused us to believe that
the representations under
sub-clause (a) and (b) contain
any material misstatement.

v. The final dividend paid by the
Company during the year in
respect of the same declared for
the previous year is in
accordance with section 123 of
the Act to the extent it applies to
payment of dividend.

The interim dividend declared
and paid by the Company during

the year and until the date of
this audit report is in accordance
with section 123 of the Act.

The Board of Directors of the
Company have proposed final
dividend for the year which is
subject to the approval of the
members at the ensuing Annual
General Meeting. The dividend
declared is in accordance with
section 123 of the Act to the
extent it applies to declaration

of dividend.

vi. Based on our examination
which included test checks, the
Company has used accounting
softwares for maintaining its
books of account for the
financial year ended March 31,
2025 which have a feature of
recording audit trail (edit log)
facility and the same has
operated throughout the year
for all relevant transactions

recorded in the respective
softwares. Further, we did not
come across any instance of the
audit trail feature being
tampered with and the audit
trail has been preserved by the
Company as per the statutory
requirements for record
retention.

For P. C. Bindal & Co.

Chartered Accountants
ICAI Firm Registration No.: 003824N

sd/-

(Manushree Bindal)

Partner

Place: New Delhi Membership No. 517316

Date: May 11, 2025 UDIN: 25517316BMOXDI8901

---

Mar 31, 2024

SMC GLOBAL SECURITIES LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying standalone financial statements of SMC Global Securities Limited (“the

Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including

Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year

ended on that date, and a summary of the significant accounting policies and other explanatory information

(hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the

manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed

under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,

(“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024 and its profit, total comprehensive income, changes in equity and its cash flows for the year endedon that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matter

Key audit matter is those matters that, in our professional judgment, were of most significance in our audit of the

standalone financial statements of the current period. These matters were addressed in the context of our audit of

the standalone financial statements as a whole, and in our opinion, there is no any such matter to be reported by

us.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board’s Report including Annexures to Board’s Report, Management Discussion and Analysis, Business Responsibility Report and Report on Corporate Governance andshareholder information, but does not include the

standalone financial statements and our auditors’ report thereon. The above-referred information is expected to be made available to us after the date of this audit report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the

circumstances and the applicable laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other

comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (I) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls

system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes

it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of

such communication.

Report on Other Legal and Regulatory

Requirements

1 As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure-A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2 As required by Section 143(3) of the Act, based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books read with the matters stated in the paragraph 2(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c. The Balance Sheet, the Statement of

Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

I. The Company has disclosed the

impact of pending litigations on its financial position in its standalone financial statements. Refer Note no 34 to the standalone financial statements.

II. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses, and

III. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

IV. (a) The Management has represented

that, to the best of its knowledge and belief, as disclosed in Note 40(xv) to the Financial Statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner

e. On the basis of the written representations received from the directors as on March 31, 2024, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2 (i)(VI) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

h. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Sec 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

I. With respect to the other matters to whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has

represented, that, to the best of its knowledge and belief, as disclosed in Note 40 (xv) to the Financial Statements, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

V. As stated in Note 20 to the

standalone financial statements: -

General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

VI Based on our examination which included test checks, the Company, has used accounting software for maintaining its books of account for the financial year ended 31 March 2024, which has a feature of recording audit trail (edit log) facility except that no audit trail enabled at the database level for accounting software relating to payroll and operations. Further, the audit trail facility has been operating throughout the year for all relevant

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.

(c) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual

transactions recorded in the software. During the course of our audit, we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended is applicable for the Company only w.e.f. 1 April 2023, therefore, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended, on preservation of audit trail as per the statutory requirements for record retention is not applicable for financial year ended 31 March 2024.

For R Gopal & Associates Chartered Accountants

Firm Registration No.: 000846C

Sd/-

Vikash Aggarwal Partner

Membership No: 519574 UDIN:23519574BGXSNZ9895

Date : 13 MAY, 2024 Place : New Delhi

---

Mar 31, 2023

SMC GLOBAL SECURITIES LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying standalone financial statements of SMC Global Securities Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India,

of the state of affairs of the Company as at March 31, 2023 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matter

Key audit matter is those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in our opinion, there is no any such matter to be reported by us.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board’s Report including Annexures to Board’s Report, Management Discussion and Analysis, Business Responsibility Report and Report on Corporate Governance and shareholder information, but does not include the standalone financial statements and our auditors’ report thereon. The above-referred

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial

information is expected to be made available to us after the date of this audit report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in

accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments & estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material

controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the

economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure-A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a

director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Sec 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note no 33 to the standalone financial statements.

ii. The Company did not have any long-term contracts including

derivative contracts for which there were any material foreseeable losses, and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iV. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note 40 (xvi) to the Financial Statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in Note 40 (xvi) to the Financial Statements, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

V As stated in Note 19 to the standalone financial statements:-

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The interim dividend declared and paid by the Company during the year and until the date of this report is

in compliance with Section 123 of the Act.

(c) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

Vi Proviso to Rule 3(1) of the Companies (Accounts) Rules,

2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For R Gopal & Associates Chartered Accountants

Firm Registration No.: 000846C

Sd/-

Vikash Aggarwal Partner

Membership No: 519574 UDIN:23519574BGXSNZ9895

Date : 18th May 2023 Place : New Delhi