Directors Report of SMC Global Securities Ltd.

Mar 31, 2025

The Directors of the your Company have pleasure in presenting the 31^st (Thirty-First) Board’s Report together with the Audited
Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025.

Financial Summary and Highlights

The standalone and consolidated financial performance of your Company for the financial year ended 31^st March, 2025 is
summarized below:

DADTirill ADC	Standalone		Consolidated
PARTICULARS	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	92,429.19	85,315.07	1,77,574.15	1,63,840.87
Other Income	3,109.19	3,030.44	997.86	617.67
Total Income	95,538.38	88,345.51	1,78,572.01	1,64,458.54
Total Expenses	82,421.29	70,351.31	1,59,368.68	1,40,006.39
Profit before share of profit/loss from joint ventures, exceptional items and tax	13,117.09	17,994.20	19,203.33	24,452.15
Share of profit/(loss) from associates or joint ventures	-	-	-	(2.77)
Profit before exceptional items and tax	13,117.09	17,994.20	19,203.33	24,449.38
Add/less: Exceptional items	-	-	-	-
Tax expense	2,590.95	3,891.64	4,522.17	5,621.73
Profit after tax for the year	10,526.14	14,102.56	14,681.16	18,827.65

Notes:

(1) The above figures are extracted from the audited standalone and consolidated financial statements of the Company.

(2) The amount shown in bracket () in the above table are negative in value

The financial results and revenue from
operations, including major
developments which have been
discussed in detail in the Management
Discussion and Analysis Report which
forms part of this Annual Report.

The standalone and the consolidated
financial statements have been
prepared in accordance with the
Indian Accounting Standards (IND AS)
applicable on the Company.

Financial Performance
Consolidated

During the financial year 2024-25, on
a consolidated basis, the Company
reported revenue from operations of
?1,77,574.15 Lakhs, representing an
increase of 8.38% over the previous
year’s revenue of ?1,63,840.87 Lakhs.
Despite the growth in revenue, the net
profit for the year declined by 22.02%,
amounting to ?14,681.16 Lakhs, as
against ?18,827.65 Lakhs recorded in
the preceding financial year. Further,
the Earnings Before Interest, Tax,
Depreciation and Amortisation
(EBITDA) stood at ?41,938.99 Lakhs,
reflecting a decrease of 1.54% from
?42,592.86 Lakhs in the prior year.

The Company’s consolidated revenue
primarily comprises income generated
from broking and trading activities in
equity, commodity and currency
markets, as well as clearing services,
depository operations, financing
activities, and other capital market-
related services.

The financial performance during the
year was impacted by regulatory
changes affecting the derivatives
(F&O) segment, which resulted in a
moderation of trading volumes and a
decline in overall market participation.

These developments, in particular,
affected the performance of the
broking business, thereby exerting
pressure on the Company’s short-term
revenue and profitability.

Standalone

On a standalone basis, the Company
recorded revenue from operations of
?92,429.19 Lakhs, representing a year-
on-year growth of 8.34% over
?85,315.07 Lakhs in the previous year.
However, the net profit declined by
25.36% Amounting to ?10,526.14
Lakhs, as compared to ?14,102.56
Lakhs in the preceding financial year.
The EBITDA stood at ?25,697.14 Lakhs,
lower by 4.64% from ?26,947.49 Lakhs
recorded in FY 2023-24.

The financial performance during the
year was impacted by regulatory
headwinds in the derivatives (F&O)
segment, particularly in Q4, leading to
a decline in trading volumes and
overall market participation. These
conditions significantly affected the
short-term revenue and profitability of
the broking vertical.

Furthermore, the decline in
profitability across both consolidated
and standalone levels were driven by
compressed brokerage margins and an
increase in compliance and
technology-related expenditure. These
investments were necessitated by the
Company’s continued focus on
enhancing its digital infrastructure and
ensuring regulatory preparedness.

Despite these short-term challenges,
the Company views this period as a
strategic phase of transition, driven by
structural reforms in the capital
markets. The management believes
that such regulatory developments

will contribute to a more robust and
transparent market ecosystem,
ultimately benefiting well-diversified
and resilient institutions like SMC.

The Company remains committed to
its long-term vision, with continued
investments in broadening service
offerings, digital transformation, and
client acquisition to ensure
sustainable and profitable growth. On
a consolidated basis, all business
segments contributed meaningfully to
the revenue expansion during the year.

For a detailed analysis of the
Company’s operations, strategic
initiatives, and outlook, please refer to
the Management Discussion and
Analysis Report.

State of Company’s Affairs

Your Company, together with its
subsidiaries and joint venture
company, continues to operate a well-
diversified portfolio of financial
services, including brokerage, clearing
services, depository participant
services, investment advisory, wealth
management, portfolio management
services (PMS), real estate broking,
mortgage and loan advisory, NRI & FPI
services, among others. These
activities are broadly classified under
the Broking, Distribution, and Trading
segment, alongside the Financing and
Insurance Broking businesses.

During the financial year 2024-25, the
Indian broking industry experienced a
mixed performance influenced by
evolving regulatory interventions,
especially in the derivatives (F&O)
segment, increased compliance
obligations, and the continued
transition toward digital-first investing
platforms. Retail participation

witnessed some moderation in the
second half of the year due to
market volatility, reduced F&O
leverage, and heightened risk
perception. Nonetheless, long-term
structural trends-such as rising
financial awareness, increased
demat penetration and digitization
-continue to support the sector’s
underlying strength. Against this
backdrop, your Company remained
focused on strengthening its
technological infrastructure,
enhancing client experience, and
diversifying its service offerings.
Significant investments were made
in digital platforms, data analytics,
and cyber security to ensure
scalable, secure, and seamless
service delivery.

Despite short-term headwinds in
certain market segments, your
Company remains optimistic about
the long-term growth potential of
the Indian financial services
ecosystem. With a clear focus on
innovation, regulatory compliance,
operational excellence, and
customer engagement, the
Company is well-positioned to
harness emerging opportunities
and deliver sustained value to its
sta keholders.

Change in the nature of
business

During the year, there has been
no change in the nature of
business of the Company.

Share Capital & Listing
information

The Authorized Share Capital of
the Company is '' 95,51,00,000
and the paid up share capital of
the Company is '' 20,94,00,000
comprising of 10,47,00,000
equity shares of '' 2 each. The
equity shares of the Company
are listed on nationwide trading
platforms i.e. National Stock
Exchange (NSE) and Bombay
Stock Exchange (BSE).

Sl. No.	ISIN/Scrip No.	Stock Exchange	Type of Security	No. of Securities Listed	Status
1.	INE103C01036/Scrip code: SMC GLOBAL	National Stock Exchange*	Equity Shares	10,47,00,000	Active listing
2.	INE103C01036/Scrip Code No. 543263	Bombay Stock Exchange*	Equity Shares	10,47,00,000	Active listing

Issuance	Date of	Series	No. of NCDs	Face Value	Aggregate	Date of	Stock
	Allotment	Covered	Allotted	per NCD	Amount (? in Lakhs	) Listing	Exchange
I	August 7, 2024	Series I to VI	9,97,931	?1,000	?9,979.31	August 8, 2024	BSE
II	April 24, 2025	Series VII to XII	12,03,042	?1,000	?12,030.42	April 28, 2025	BSE

The following table summarizes the details of the NCD listed as on the date of this report:

Se ries	Scrip No./ ISIN	Tenor (In months)	Interest	Frequency of Payment of Interest	No. of securities listed/Alloted	Date of Allotment	Date of Redemption
I	939639/ INE103C07025	24	10%	Annual	2,67,153	7th August, 2024	7th August, 2026
ii	939643/ INE103C07033	24	10%	Cumulative	68,016	7th August, 2024	7th August, 2026
iii	939647/ INE103C07017	36	10.20%	Annual	2,16,087	7th August, 2024	7th August, 2027
IV	939651 INE103C07058	36	10.20%	Cumulative	1,15,750	7th August, 2024	7th August, 2027
V	939655/ INE103C07041	60	9.94%	Monthly	1,49,758	7th August, 2024	7th August, 2029
VI	939657/ INE103C07066	60	10.40%	Annual	1,81,167	7th August, 2024	7th August, 2029
VII	940317/ INE103C07074	24	10%	Annual	1,49,655	24th April, 2025	24th April, 2027
VIII	940319/ INE103C07124	24	10%	Cumulative	91,789	24th April, 2025	24th April, 2027
IX	940321/ INE103C07108	36	10.25%	Annual	2,75,381	24th April, 2025	24th April, 2028
X	940323/ INE103C07116	36	10.25%	Cumulative	53,136	24th April, 2025	24th April, 2028
XI	940325/ INE103C07082	60	10.03%	Monthly	2,61,045	24th April, 2025	24th April, 2030
XII	940327/ INE103C07090	60	10.50%	Annual	3,72,036	24th April, 2025	24th April, 2030

*The face value of each equity shares is ''2.
Debentures

As on the date of this report and
pursuant to the approval of the
Board of Directors for raising funds
up to ''40,000 Lakhs through one or
more public issuances, your
Company successfully completed
two separate public issuances of
Secured, Rated, Listed,

Redeemable Non-Convertible
Debentures (NCDs).

• The first public issue of
NCDs was allotted on
August 7, 2024, comprising

Series I to VII, for an
aggregate amount of up to
''15,000 Lakhs. The issue
consisted of a Base Issue
Size of ''7,500 Lakhs and a
Green Shoe Option of
''7,500 Lakhs, aggregating
up to 15,00,000 NCDs of face
value ''1,000 each. A total of
9,97,931 NCDs were allotted
in this issuance amounting
to Rs. 9,979.31 Lakhs. The
said NCDs were listed on the
Bombay Stock Exchange
(BSE) on August 8, 2024, in
accordance with applicable

regulatory requirements.

• The second public issue of
NCDs was allotted on April
24, 2025, comprising Series
VIII to XII, under a similar
structure. A total of
12,03,042 NCDs of face
value ''1,000 each were
allotted, aggregating to
''12,030.42 Lakhs. The NCDs
under this issuance were
listed on the BSE on April
28, 2025, in accordance with
applicable regulatory
requirements.

The details of the Debenture Trustee of
the Company are as under:

IDBI Trusteeship Services Ltd,
Universal Insurance Building,

Ground Floor, Sir P.M. Road,

Fort, Mumbai - 400001
Website:

https://www.idbitrustee.com

Material changes and commitments
affecting the financial position
between the end of financial year
and date of the report

There have been no material changes
and commitments that have occurred
after the closure of the financial year
until the date of the report, which may
affect the financial position of the
Company.

Return of surplus funds to
shareholders

During the year, the Company has
distributed an interim dividend of 60%
on the face value of the equity shares
of the Company i.e. Rs. 1.20 per equity
share. The dividend was paid to those
shareholders, whose name was
registered in the Register of Members
as on the record date i.e. 5th February,
2025. The Company has spent
approximately Rs.12,56,40,000/-
(Rupees Twelve Crore Fifty Six Lakhs
and Forty Thousand Only) on account
of interim dividend distribution
pertaining to FY 2024-25. As per the

Utilisation of Proceeds of Non¬
Convertible Debentures

In accordance with the provisions of
Regulation 52(7) of the SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015, the
Company hereby confirms the
following with respect to the
utilisation of proceeds from its public
issuance of Secured, Rated, Listed,
Redeemable Non-Convertible
Debentures (NCDs):

• The proceeds raised from the
issuance and allotment of
NCDs on 7th August, 2024
(Series I to Series VI) were
intended to be utilised towards
working capital requirements
and general corporate
purposes, as disclosed in the
offer document. The entire
amount raised has been fully
utilised for the said purposes
as on the date of this report. ¹

dividend distribution policy and the
stable profits of the Company for the
financial year 2024-25, your Directors
are pleased to recommend a final
dividend of 60% on the face value of
equity shares i.e. Rs. 1.2 per equity
share, which if approved, shall result
in payment of total dividend @ 120%
i.e. Rs. 2.4 on the face value of equity
shares of Rs. 2 each for the FY 2024-25.
The dividend recommended, if
approved by the members, will be paid
to the members within the period
stipulated under the Companies Act,
2013 (“the Act”).

The dividend, if approved at the
ensuing AGM, would be paid to those
Members whose names appear in the
Register of Members maintained by
the Registrar and Share Transfer
Agents/Beneficial Owners maintained
by the depositories as stated in notice
of the ensuing AGM.

The record date for the purpose of
distribution of final dividend is 13th
June, 2025 and Book closure period is
fixed from 14th June, 2025 to 17th
June, 2025.

Dividend Distribution Policy

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has adopted the Dividend Distribution Policy which is available on the website of the Company at
https://smcindiaonline.com/wp-content/uploads/2021/09/DIVIDEND-DISTRIBUTION-POLICY.pdf The dividend
recommended is in accordance with the Company’s Dividend Distribution Policy.

Particulars	FY 2024-25		FY 2023-24
	Per Share (in '')	Payout ('' in crores)	Per Share (in '')	Payout ('' in crores)
Interim Dividend	1.20	12.56	1.20	12.56
Final Dividend1	1.20	12.56	1.20	12.56
Total Dividend	2.40	25.12	2.40	25.12
Payout(%)	120%		120%

*The final dividend for the financial year 2024-25 is recommended by the Board of Directors of the Company at
its meeting held on 11th May, 2025. The payment is subject to approval of the members at the 31st Annual
General Meeting of the Company proposed to be held on 28th June, 2025 through video conferencing (VC).

Pursuant to section 194 of the Income
Tax Act, 1961, the dividend received on
equity shares is taxable at the
applicable slab rates. The income is
taxable in the hands of the receiver,
and TDS is applicable and the
company paying dividends has to
deduct TDS under section 194 @10% if
the shareholder’s total dividend in a
year is more than ''10,000 from 1st
April 2025 onwards.

Transfer to Reserves

Your Board of Directors has not
proposed to transfer any amount to
any reserve during the financial year
2024-25.

As per the Companies Act, 2013 (the
"Act") and its corresponding rules, the
Company, being a listed entity, is not
required to establish a debenture
redemption reserve for publicly issued
debentures. However, under the
applicable regulations, the Company
must either:

a) Deposit at least 15% of the
debentures maturing in the
following financial year (ending
March 31) into a scheduled bank
account by April 30th each year,
or

b) Invest the said amount in
securities specified under Rule

18(1)(c) of the Companies (Share
Capital and Debentures) Rules,
2014.Since, no debentures are
due for redemption in the
upcoming financial year (ending
March 31), this requirement does
not apply for the current year.
Nevertheless, the Company
maintains adequate liquidity to
meet any future debenture-
related obligations. Additionally,
for secured debentures, the
Company ensures an asset cover
of at least 100% at all times.

Subsidiary Companies

The financial summary of the performance of the Company’s subsidiaries during the FY 2024-25 are as under:

Company Name	Total Income (in Lakhs)	Profit before tax (in Lakhs)	Profit after tax (In Lakhs)
Moneywise Financial Services Private Limited	22,261.86	6,057.31	4,630.68
SMC Insurance Brokers Private Limited	57,024.58	1,488.03	1,117.05
Moneywise Finvest Limited	1,885.20	(202.09)	(150.68)
SMC Global IFSC Private Limited	1,561.63	371.35	371.35
SMC Capitals Limited	1,763.13	545.52	403.29
SMC Real Estate Advisors Private Limited	1,858.13	(434.39)	(433.77)
SMC Investments and Advisors Limited	661.95	228.33	228.33
Pulin Comtrade Limited (formerly known as SMC Comtrade Limited)	330.60	45.26	35.23
SMC Comex International DMCC	855.38	459.56	426.16

The amount shown in () in the above table are negative in value. During the year SMC & IM Capitals Investment Manager LLP, Joint
Venture was dissolved.

As on 31st March, 2025, the Company
has total nine (9) subsidiaries including
eight (8) wholly owned subsidiaries
and one (1) subsidiary. The Company
had a joint venture company which was
partially owned by its subsidiary i.e.
SMC Investments and Advisors Limited
with 50% control over the said joint
venture company. The SMC & IM
Capitals Investment Manager LLP,
(Joint Venture), ceased to be the Joint
Venture of your company during FY
2024-25 due to dissolution of the entity
and divestment made by the Company,
effective from 5th November, 2024.

Pursuant to the provisions of Section
129, 134 and 136 of the Act read with
rules made thereunder and Regulation
33 of the SEBI Listing Regulations, your
Company has prepared Consolidated
Financial Statements of your Company
and a separate statement containing
the salient features of Financial
Statement of subsidiary and joint
venture in Form AOC-1, which forms
part of this Annual Report.

Further, pursuant to the provisions of
section 136 of the Companies Act,

2013, the financial statements and
relevant information relating to
subsidiary companies are also
available on the website of the
Company at

https://smcindiaonline.com/investors/.

Pursuant to the requirements of
Regulation 34 (3) read with Schedule V
of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations,
2015, the details of Loans/ Advances
made to and investments made in the
subsidiary have been furnished in
Notes forming part of the Accounts.

Further, the Company does not have
any associate companies during the
year or at any time after the closure of
the year and till the date of the report.

Names of Companies which have
become or ceased to be its
Subsidiaries, Joint Ventures or
Associate Companies during the year

SMC & IM Capitals Investment Manager
LLP, (Joint Venture), ceased to be the
Joint Venture of your company during
FY 2024-25 due to dissolution of the
entity and divestment made by the
Company, effective from 5th
November, 2024.

During the year, no other company,
except the companies as mentioned
above, has become or ceased to be
subsidiary, joint venture or associate of
the Company.

Highlights of performance of
Subsidiaries, Associates and Joint
Venture Companies and their
contribution to the overall
performance of the company

Pursuant to Section 134 of the Act and
Rule 8(1) of the Companies (Accounts)
Rules, 2014 the report on highlights of
performance of subsidiaries, and joint
venture companies and their
contribution to the overall
performance of the Company can be
referred in form AOC-1 and the
Consolidated Financial Statements of
the Company.

Material subsidiaries

Pursuant to Regulation 16(1) (c) of the
Listing Regulations and in accordance
with Company’s policy for determining
the material subsidiaries, Moneywise
Financial Services Private Limited and
SMC Insurance Brokers Private Limited
were recognized as material subsidiary
by the Board of Directors of Company
during the financial year 2024-25. The
Company ensures compliances relating
to subsidiary companies as mentioned
in Regulation 24 of the Listing
Regulations and other compliances
mentioned in Companies Act, 2013.

The policy on determination of

material subsidiaries is available at the

website of the Company

https://smcindiaonline.com/wp-

content/uploads/2021/06/POLICY-FOR-

DETERMINING-MATERIAL-SUBSIDIARY-

COMPANIES.pdf

Directors'' Responsibility Statement

Pursuant to the section 134(3) (c) &
134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their
knowledge and ability, state the
following:

1. That in preparation of the annual
financial statements, the
applicable accounting standards
have been followed along with
proper explanation relating to
material departures, if any.

2. That such accounting policies have
been selected and applied
consistently and judgments and
estimates have been made that are
reasonable and prudent so as to
give a true and fair view of the
state of affairs of the Company in
the Balance Sheet as at March 31,
2025 and the statement of Profit &
Loss Account for the financial year
ended 31st March, 2025.

3. That 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.

4. That the annual financial
statements have been prepared on
a going concern basis.

5. Those proper internal financial
controls were in place and that the
financial controls were adequate
and was operating effectively.

6. Those proper systems to ensure
compliance with the provisions of
all applicable laws were in place
and were adequate and operating
effectively.

Performance evaluation

Pursuant to the provisions of the
Companies Act, 2013 and Listing
Regulations, the Board of Directors on
recommendation of the Nomination
and Remuneration Committee has
adopted a formal mechanism for
evaluation of annual performance of
the individual Directors, Board as a
whole and Board Committees. The
framework is monitored, reviewed and
updated by the Board, in consultation
with the Nomination and
Remuneration Committee, based on
need and compliance requirements.

The annual performance evaluation of
the Board, its Committees and each
Director has been carried out for the FY
2024-25 in accordance with the
framework. The independent directors
of the Company also at their separate
meeting held on 24th March, 2025,
reviewed the performance of non¬
independent directors, Chairperson and
Board as a whole including evaluation
of timeliness and flow of information in
the Company and provided their
suggestions, if any. Based on the
outcome of the performance evaluation
exercise, opportunities for further
enhancement have been identified for
the Board''s engagement, which will be
proactively pursued.

Further, in this regard, the Board of
Directors considers that the
Independent Directors on the Board of
the Company has the required level of
expertise, experience and integrity as is
required for the position.

Familiarization program for
independent director

In accordance with the provisions of
Regulation 25(7) and 46(2) of the
Listing Regulations, the Company
familiarizes the newly appointed
Directors with respect to their roles and
responsibilities, way ahead of the
prescription of the regulatory
provisions and also at regular intervals
with the business strategies of the
Company. Apart from the
aforementioned, the Company also
updates the independent directors
periodically with the recent changes in
statutory provisions applicable on the
Company and/or any change /addition
in the business operations of the
Company.

The details of training and
familiarization program conducted
during the year are provided in the
Corporate Governance Report and is
also available on the website of the
Company at

https://www.smcindiaonline.com/

wp-content/uploads/2024/07/

Familiarization-Programme-2024-2025.pdf

Deposits

During the FY 2024-25, the Company
did not accept or renew any deposit
pursuant to section 73 and 74 of the
Companies Act, 2013 read with the
Companies (Acceptance of Deposits)
Rules, 2014.

Vigil Mechanism Policy

Pursuant to section 177 of the
Companies Act, 2013 and Regulation 22
of the Listing Regulations, the
Company has adopted a vigil
mechanism policy to provide a formal
mechanism to the Directors,
employees and stakeholders of the
Company to report their genuine
concerns including concerns about
unethical behavior, actual or suspected
fraud, and violation of Company’s code
of conduct and/or disclosure of

unpublished price sensitive
information. In this regard, the Policy
provides an adequate safeguard to the
whistle blower against any
victimization and also provides direct
access to the Chairman of Audit
Committee in exceptional
circumstances. An update/report on
the functioning of the mechanism
including the complaints received and
actions taken is presented to the Audit
Committee on yearly basis.

The Audit Committee receives,
investigates and redresses the
complaints received under the vigil
mechanism. The Policy on vigil
mechanism is available on the website
of the Company at
https://smcindiaonline.com/
wp-content/uploads/2021/09/
VIGIL-MECHANISM-POLICY.pdf

In this regard, during the year under
the review, your company has not
received any complaint from any
Directors, employees and stakeholders
of the company pursuant to above said
vigil mechanism.

Prevention of Sexual Harassment of
Women at Workplace

The Company has zero tolerance
towards sexual harassment at the
workplace and has adopted a ‘Policy
for prevention of sexual harassment’ to
prohibit, prevent or deter any acts of
sexual harassment at workplace and to
provide a procedure for redressal of
complaints pertaining to such
harassment. In order to sensitize the
employees about the policy, the
Company has placed the policy on the
online employee portal of the
Company for ease of access and unified
dissemination of the policy to each and
every employee of the Company.

The Company also has an Internal
Complaints Committee (ICC)

constituted in compliance with the
Sexual Harassment of Women at
Workplace (Prevention, Prohibition
and Redressal) Act, 2013 read with its
allied Rules. The ICC comprises of
majority women members. The
committee is responsible for
conducting inquiries pertaining to
complaints under the Act.

During the year 2024-25, Internal
Complaints Committee (ICC) has
received ‘NIL’ complaints of sexual
harassment from the employees of the

Company. All new employees go
through a detailed orientation on anti¬
sexual harassment policy adopted by
your Company. Further, the Company
ensures to sensitize its employees on
regular basis about prevention and
prohibition of sexual harassment. Also,
online training programs are run for
the employees to enhance awareness
and knowledge about sexual
harassment within the organization.

Further, as per the provisions of Sexual
Harassment of Women at Workplace

(Prevention, Prohibition and Redressal)
Act, 2013 read with its allied Rules, the
company follows the calendar year for
filing the annual report with statutory
authority. In this regard, your company
submitted NIL annual report with
concerned District officer with respect
to Sexual Harassment of Women at
Workplace for the calendar year from
01st January, 2024 to 31st December,
2024.

1. Number of complaints of sexual harassment received	Nil
2. Number of complaints disposed off	NA
3. Number of cases pending	Nil

Particulars of Contracts or Arrangements with related parties

With reference to Section 134(3)(h) of
the Act, all contracts and arrangements
with related parties under Section
188(1) of the Act, entered by the
Company during the financial year,
were approved by the Audit Committee
and wherever required, also by the
Board of Directors.

The related party transactions, which
were in ordinary course of business
and at arm’s length basis, were
executed by virtue of an omnibus
approval granted by the Audit
Committee, in this regard, transactions
for which omnibus approval was not
obtained, specific approval of Audit
Committee was obtained as and when
required. Further, the Audit Committee
on quarterly basis reviewed the related
party transactions entered by the
Company on the basis of the omnibus
approval granted.

Further, during the year, the Company
entered into certain contract or
arrangement which required prior

approval of shareholders by a
resolution. The transactions were
material in accordance with the
provisions of Section 188(1)(f) of the
Companies Act, 2013 read with rule 15
Companies (Meetings of Board and its
Powers) Rules, 2014, however, the
transactions were in the ordinary
course of business and at arm’s length
basis. Accordingly, there were no
transactions undertaken during the
year which were not at an arm’s length
basis, hence the disclosure under Form
AOC-2 is not applicable to the
Company.

Apart from the aforementioned, during
the year, the Company had not entered
into any contract or arrangement with
related parties which could be
considered ‘material’ under Regulation
23 of the Listing Regulations.

The Company has in place a robust
process for approval of Related Party
Transactions and on Dealing with
Related Parties. As per the process,

necessary details for each of the
Related Party Transactions as
applicable along with the justification
are provided to the Audit Committee in
terms of the Company’s Policy on
Materiality and Dealing with Related
Party Transactions.

The suitable disclosures as required by
the Accounting Standards (IND AS 24)
and the Listing Regulations have been
made in the notes to the Financial
Statements forming part of this annual
report.

For the purpose of determination of
related party and related party
transactions and to ensure compliance
of approval and review mechanism
relating to such transactions, the
Company has formulated a policy for
related party transactions. The policy
on related party transactions ensures
proper identification, approval, review
and reporting of related party
transactions. The same is published on
the website of the Company and can be

accessed at

https://www.smcindiaonline.com/wp-

content/uploads/2021/09/PQLICY-QN-

RELATED-PARTY-TRANSACTIONS-2.pdf

Significant and Material Orders
Passed by the Regulators or Courts or
Tribunals

During the year, there are no significant
and material orders passed by the
regulators or courts or tribunals,
Statutory and quasi-judicial bodies
which could impact the going concern
status of the Company and its future
operations.

Internal Control and Audit

M/s Aadit Sanyam & Associates,
Practicing Chartered Accountants were
appointed as the Internal Auditors of
the Company for financial year 2024-25
by the Board of Directors of the
Company at its meeting held on 13th
May, 2024. The scope and authority of
the internal audit function is well
defined to maintain independence and
objectivity in its functions, the internal
audit function reports directly to the
Audit Committee of the Board.

At the beginning of each financial year,
an audit plan is framed which aims to
capture the scope of evaluation of the
efficacy and adequacy of the internal
control system(s) and compliance(s)
thereof, robustness of internal
processes, policies and accounting
procedures and compliance with laws
and regulations within the
organization. The Audit Committee,
comprising of independent directors,
regularly reviews the internal audit
plan, significant audit findings,
adequacy of internal controls,
compliance with accounting standards
as well as evaluates the reasons for any
changes in accounting policies and
practices, if any.

Internal Financial Control and their
adequacy

The Company has in place adequate
internal financial controls with
reference to financial statements which
commensurate with the size, scale and
complexity of its operations. The
internal financial control is
supplemented by extensive internal
audits, regular reviews by the
Management and standard policies and
guidelines to ensure reliability of
financial statements and its reporting
and other data. The Audit Committee
of the Board reviews the internal audit
reports given along with management
responses, at regular intervals.

Detailed discussion on internal
financial control can be referred in the
Management Discussion and Analysis
Report which forms part of this Annual
Report.

Risk Management

Company’s risk management process is
designed to identify and mitigate risks
that have the potential ability to
materially impact our business
objectives. Your Company being a
financial service provider is exposed to
various risks, which can be classified
as, market risk, credit risk and
operational risk.

The Risk Management Committee of
the Board is responsible for
preparation of Risk Management Plan,
reviewing and monitoring the same on
regular basis, identifying and reviewing
critical risks on regular basis, updating
the Risk Register, reporting of key
changes in critical risks to the Board on
an ongoing basis. The Board of
Directors of your Company evaluates
the risk management systems
periodically and takes into account any
recommendation(s) of the Risk
Management Committee.

The Company adopts mitigation
measures to reduce the adverse effects
of such risks on real time basis. In this
regard, the Company has constituted
Risk Management Committee pursuant
to regulation 21 of the Listing
Regulations. The Company has also
formulated the risk management
policy which acts as a guiding
document for the purpose of
identifying and mitigating risk. Further,
the risk management committee
monitors and reviews the risk existent
in the Company time to time.

Refer ‘Management Discussion and
Analysis Report’ for detailed
elaboration on risk management
undertaken by the Company.

Directors and Key Managerial
Personnel

The composition of the Board of
Directors of the Company is in
accordance with the provisions of
Section 149 of the Act and Regulation
17 of the Listing Regulations, with an
appropriate combination of Executive,
Non-Executive and Independent
Directors. As on 31st March, 2025, your
Company’s Board had Fourteen (14)
members comprising of Seven (7) Non¬
Executive Independent Director
(including two (2) Women Independent
Directors), Two (2) Non-Executive Non¬
Independent Director, two (2) Whole
Time Directors, one (1) Director and
CEO and two (2) Managing Directors.
The details of Board and Committees
composition, tenure of Directors, areas
of expertise and other details are
available in the Corporate Governance
Report, which forms part of this Annual
Report.

Further, the complete list of Directors
and Key Managerial Personnel of the
Company has been provided in the
Report on Corporate Governance
forming part of this Annual Report.

Appointment/Re-appointments

During the year under review, your
Company pursuant to the
recommendation of the Nomination
and Remuneration Committee have
made significant strides in enhancing
the composition of its Board of
Directors by appointing Non-Executive
Non-Independent Director and Non¬
executive Independent Director. These
appointments were made with
strategic focus on augmenting board’s
expertise, diversity and governance
oversight. All the appointments were
made as per the Nomination and
Remuneration Policy. The directors
appointed are as follows:

- Mr. Pranay Aggarwal (DIN: 07827697)
was appointed as Non Executive -
Non Independent Director of the
Company by the Board of Directors
at its meeting held on 29th January,
2025 effective from the date of
approval of the Exchanges where the
Company is Trading / Clearing
member. The approval of the
Exchange where the Company is a
Trading / Clearing member was
received on 13th February, 2025 i.e.
effective date of appointment.
Further, the appointment was
approved by the shareholders
through Postal Ballot dated 06th
March, 2025.

- Mr. Pranay Aggarwal is a Promoter of
the Company and currently serves as
the Director & CEO of Stoxkart, the
discount broking arm of SMC Global
Securities Limited. Under his
leadership, Stoxkart has witnessed
rapid growth and strengthened its
position in India’s highly competitive
retail broking space. He brings with
him a deep understanding of capital
markets, technology-driven financial

services, and evolving investor
trends. Mr. Aggarwal is known for his
sharp business acumen, operational
excellence, and dynamic
management style, which continues
to add value to the Company’s
strategic direction.

- Mrs. Sarita Kapur (DIN: 08848507)
was appointed as Non-Executive
Independent Director of the
Company by the Board of Directors
at its meeting held on 29th January,
2025 effective from the date of
approval of the Exchanges where the
Company is Trading / Clearing
member. The approval of the
Exchange where the Company is a
Trading / Clearing member was
received on 13th February, 2025 i.e.
effective date of appointment.
Further, the appointment was
approved by the shareholders
through Postal Ballot dated 06th
March, 2025.

- Mrs. Sarita Kapur is a highly
respected senior legal professional
with a distinguished career in the
legal fraternity. With decades of
experience in corporate law,
regulatory compliance, and dispute
resolution, she brings deep legal
insight and governance expertise to
the Board. Her presence on the
Board is expected to further enhance
the Company’s oversight capabilities
and strengthen its commitment to
high standards of corporate
governance.

Re-appointments and

Regularizations:

- Mr. Subhash Chand Aggarwal (DIN:
00003267), Chairman and Managing
Director, was re-appointed for a
further term of five consecutive years
from 29th January, 2025 to 28th
January, 2030. The re-appointment
was approved by the shareholders at
the 30th Annual General Meeting of
the Company held on 22nd June,
2024.

- Ms. Neeru Abrol (DIN: 01279485) was
regularized as an Independent
Director from her initial position as
an Additional Director, for a term of
five consecutive years commencing
from 30th March, 2024, which was
also approved at the 30th Annual
General Meeting.

- The shareholders, at the 30th Annual
General Meeting, also approved the
continuation of appointment of Mr.
Subhash Chand Aggarwal, Chairman
and Managing Director, and Mr.
Mahesh C Gupta, Vice Chairman and
Managing Director, beyond the age
of 70 years, in accordance with the
applicable provisions of the
Companies Act, 2013.

The Board of Directors is of the opinion
that all directors, including those
appointed or re-appointed during the
year, possess the necessary
qualifications, experience, and
integrity and meet the high standards
expected of Board members. A detailed
disclosure of the skills and core
competencies of the Board is provided
in the Report on Corporate
Governance.

Retirement by Rotation

In accordance with the provisions of
Section 152 of the Act, read with rules
made thereunder and Articles of
Association of your Company, not less
than two-third of the total number of
directors of a public company
(excluding the Independent Directors)
shall be persons whose period of office

is liable to determination by retirement
of directors by rotation, of which one-
third are liable to retire by rotation.
Accordingly, during the year, Mr.
Himanshu Gupta, Non-Executive
Director (DIN: 03187614) retired by
rotation at the 30th Annual General
Meeting and being eligible was
reappointed by the shareholders.
Further, Mrs. Shruti Aggarwal, Whole
Time Director (DIN: 06886453) is liable
to retire by rotation and being eligible
offers herself for reappointment at the
ensuing 31st Annual General Meeting of
the Company.

Change in Designation

During the year there is no change in
designation under the Board of Directors
occurred after the closure of the financial
year until the date of the report.

Cessation

During the year there is no cessation
under the Board of Directors after the
closure of the financial year until the
date of the report.

Declaration by Independent
Directors

The Company has received necessary
declaration from all the Independent
Directors under Section 149(7) of the
Act and Regulation 25(8) of the Listing
Regulations confirming that they meet
the criteria of independence as laid
down in Section 149(6) of the Act and
Regulation 16(1) (b) of the Listing
Regulations. The Company has also
received from them declaration of
compliance of Rule 6(1) & (2) of the
Companies (Appointment and

Qualifications of Directors) Rules, 2014,
regarding online registration with the
Indian Institute of Corporate Affairs,
Manesar, for inclusion/ renewal of
name in the data bank of Independent
Directors. With regard to integrity,
expertise and experience (including the
proficiency) of the Independent
Directors, the Board of Directors have
taken on record the declarations and
confirmations submitted by the
Independent Directors and is of the
opinion that they are persons of
integrity and possesses relevant
expertise and experience and their
continued association as Director will
be of immense benefit and in the best
interest of the Company.

Key Managerial Personnel

As at 31st March, 2025, the Key Managerial Personnel of the Company pursuant to section 2(51) and 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 were as follows:

a)	Mr. Subhash Chand Aggarwal, Chairman & Managing Director
b)	Mr. Mahesh C. Gupta, Vice Chairman & Managing Director
c)	Mr. Ajay Garg, Director & CEO
d)	Mr. Anurag Bansal, Whole Time Director
e)	Mrs. Shruti Aggarwal, Whole Time Director
f)	Mr. Suman Kumar, Company Secretary
g)	Mr. Vinod Kumar Jamar, Chief Financial Officer

The detailed information with respect to Board of Directors and Key Managerial Personnel (KMP) is prescribed in the
Corporate Governance Report which is forms part of this Annual Report.

Relationship between our Directors

Except as stated below, none of the other Directors are related to each other:

Sl. No.	Name of Director	Category of Directorship	Relationship between Directors
1.	Subhash Chand Aggarwal	Chairman and Managing Director	Father of Shruti Aggarwal, Whole-Time Director and Pranay Aggarwal, Non-Executive Director of the Company.
2.	Mahesh C Gupta	Vice Chairman and Managing Director	Father of Himanshu Gupta, Non-Executive Director of the Company.
3.	Himanshu Gupta	Non-Executive Director	Son of Mahesh C Gupta, Vice Chairman and Managing Director of the Company.
4.	Shruti Aggarwal	Whole Time Director	Daughter of Subhash Chand Aggarwal, Chairman and Managing Director of the Company and Sister of Pranay Aggarwal, Non-Executive Director of the Company.
5.	Pranay Aggarwal	Non-Executive Director	Son of Subhash Chand Aggarwal, Chairman and Managing Director of the Company and brother of Shruti Aggarwal, whole-time director of the Company.

Nomination and Remuneration Policy

Your Company has in place, a policy for
remuneration of Directors, Key
Managerial Personnel and Senior
Management Personnel of the
Company i.e. Nomination and
Remuneration policy, which inter alia
includes the criteria for determining
the qualifications, positive attributes,
independence of directors and other
matters relating to appointment and
payment of remuneration to directors
and senior management personnel of
the Company.

The Policy broadly lays down the
guiding principles, philosophy and the
basis for payment of remuneration to
the Executive and Non-
ExecutiveDirectors (by way of sitting
fees and commission), Key Managerial
Personnel & Senior Management
Personnel.

The policy ensures that the
remuneration is aligned to the overall
performance of the Company. Further,
the remuneration paid to the directors
and senior management is in line with
the remuneration policy of the Company.

All the appointments/reappointments
and revision in remuneration of
directors, KMP and SMP is executed in
accordance with the said policy.

The policy is available on the website

of the Company at

https://smcindiaonline.com//

wp-content/uploads/2021/09/

NOMINATION-AND-REMUNERATION-

POLICY.pdf

The Board has also formulated and
adopted the policy on the ‘Diversity of
the Board’.

Board Committees and Number of
Meetings of the Board and Board
Committees

As on March 31, 2025, the Board has
following statutory Board committees
in the Company:

1. Audit Committee

2. Nomination and Remuneration
Committee

3. Corporate Social Responsibility
Committee

4. Stakeholder’s Relationship
Committee

5. Risk management committee

The details of composition, terms
of reference and number of
meetings conducted during the
year is provided in the Corporate
Governance Report annexed to
this Annual Report.

During the year, all recommendations
made by the committees were
approved by the board, also the

company has following statutory non
board committee.

1. Technology/cyber security
committee

2. Information Technology committee

Apart from above said statutory
committees of the Board, the Company
also has the following non-statutory
Board Committees:

1. Borrowing, Investments and Loan
(BIL) Committee.

2. Operational Decision Making (ODM)
Committee.

3. Business Responsibility and
Sustainability Committee.

4. Non-Convertible Debenture
Committee.²

Code of Conduct for Directors and
Senior Management Personnel

Your Company has in place, a Code of
Conduct for the Board of Directors and
Senior management personnel, which
reflects the legal and ethical values to
which your Company is strongly
committed. The Directors and senior
management personnel of your

Company have complied with the code
as mentioned herein above.

The code of conduct for directors and
senior management personnel of the
Company is in conformity with the
requirements of the Listing Regulations
and is placed on the website of the
Company at

https://smcindiaonline.com/wp-

content/uploads/2018/04/Code-of-

Conduct.pdf.

All the directors of the Company and
Senior Management Personnel have
affirmed compliance with Company’s
Code of Conduct for Directors and
Senior Management during the
financial year 2024-25 and a
declaration to that effect, signed by the
CEO of the Company is enclosed to this
Annual Report.

Succession Plan

The Board has satisfied itself that plans
are in place for orderly succession for
appointment to the Board of Directors
and Senior Management.

Management Discussion and Analysis

Pursuant to the provisions of

Regulation 34 of Listing Regulations,
the Management discussion and
analysis report is annexed to the
annual report.

Board Meetings and Annual General
Meeting

During the year 2024-25, Four (4) Board
Meetings were conducted i.e. on 13th
May 2024, 30th July, 2024, 25th
October, 2024 and 29th January, 2025
in accordance with the provisions of
Companies Act, 2013 and SEBI Listing
Regulations. A detailed discussion on
Board Meetings including the
attendance of the directors can be
referred in the Corporate Governance
Report annexed to this Annual Report.

The 30th Annual General Meeting
(AGM) of the Company held on
Saturday, 22nd June, 2024. Further, the
31st Annual General Meeting of the
Company for the financial year 2024-25
is scheduled to be held on Saturday,
28th June, 2025.The details of agenda
to be discussed at the 31st Annual
General Meeting of the Company forms
part of the Notice of the Meeting.

Apart from the above said 30th Annual
General Meeting of the Company, no Extra¬
Ordinary General Meetings were
conducted/held during the financial year
2024-25.

Postal Ballot

During the year, the Company
conducted two postal ballots to obtain
shareholders'' approval on significant
matters impacting corporate
governance and strategic appointments.
These ballots were facilitated through e-
voting facilities, ensuring shareholder
participation and transparency in
decision-making processes.

The first postal ballot conducted from
07th August, 2024, to 5th September,
2024, sought shareholder approval for
the appointment of Mrs. Aditi Aggarwal,
Additional Director of Moneywise Finvest
Limited (Wholly Owned Subsidiary) and
a relative of Mr. Subhash Chand
Aggarwal, Chairman and Managing
Director and Mrs. Shruti Aggarwal, Whole
Time Director of the Company to hold
office as a “Head, Banking Relations &
Trading Tools i.e., ‘Office or Place of
Profit’ in SMC Global Securities Limited.
The approval of shareholders for the
above resolutions became effective from
5th September, 2024.

The second postal ballot was
conducted from 5th February, 2025, to
6th March, 2025, sought for
appointment of Mrs. Sarita Kapur (DIN:
08848507) as a Non-Executive
Independent Director of the Company,
effective from 13th February, 2025 and
appointment of Mr. Pranay Aggarwal
(DIN: 07827697) as a Non-Executive
Director of the Company, effective from
13th February, 2025. These
appointments were approved by the
Board of Directors of the Company at
its meeting held on 29th January, 2025.
Further, the approval of the
shareholder was obtained on 6th
March, 2025.

Meetings of Independent Director

The Independent Directors of your
Company meet at least once in a
financial year, without the presence of
other executive or non-executive
directors. During the year, a separate
meeting of independent directors of
the Company has been conducted on
24th March, 2025 inter alia, to perform
the following:

a) Review the performance of Non¬
Independent Directors and the
Board as a whole,

b) Review the performance of the
Executive Chairman of the
Company (considering the views of
the Executive and Non-Executive
Directors),

c) Review the performance of the
Company, assess the quality,
quantity and timeliness of flow of
information between the Company
Management and the Board that is
necessary for the Board to
effectively and reasonably perform
their duties.

The aforementioned exercise was duly
carried out by the Independent
Directors in accordance with the
provisions of law.

Audit Committee

The Company has constituted an Audit
Committee in terms of the
requirements of the Act and Regulation
18 of the SEBI Listing Regulations. The
details of the same are disclosed in the
Corporate Governance Report.

Business Responsibility and
Sustainability Report

As per Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
requirement to submit a Business
Responsibility and Sustainability
Report (BRSR) is mandatory for the top
1000 listed companies in India by
market capitalization, as determined
by the stock exchanges (NSE and BSE)
at the end of each financial year.

The BRSR requirement became
applicable to your Company for the
first time based on its inclusion in the
list of the top 1000 listed entities as on
March 31, 2022. However, since FY
2022-23, the Company has not been
ranked among the top 1000 listed
companies in India based on market
capitalization.

Accordingly, as the Company has not
met the applicability threshold for
three consecutive financial years, the
requirement to prepare and annex the
BRSR to the Annual Report for the
financial year 2024-25 is not
applicable.

Details of policy developed and
implemented by your Company, on
its Corporate Social Responsibility
(CSR) initiatives:

Your Company continues to remain
steadfast in its commitment to
contributing meaningfully to society
and believes that sustainable
business success must be
accompanied by responsible
corporate conduct. In line with this
commitment, the Company has
adopted a comprehensive Corporate
Social Responsibility (CSR) Policy,
formulated pursuant to the
provisions of Section 135 of the
Companies Act, 2013 and the
Companies (Corporate Social
Responsibility Policy) Rules, 2014, as
amended from time to time. The CSR
Policy of the Company is aligned with
the activities prescribed under
Schedule VII of the Act.

During the financial year 2024-25,
the Company’s CSR efforts were
primarily directed towards the

fnllnwin0 fnrn<:

a. Promoting healthcare, including
preventive healthcare

b. Promotion of education, including
special education and employment¬
enhancing vocational skills

c. Upliftment of weaker sections of
society

d. Women empowerment and gender
equality

The Company undertakes its CSR
initiatives through registered
implementing agencies, and all
activities undertaken during the year
are categorized as non-ongoing
projects, as defined under applicable
CSR rules.

In accordance with the statutory
requirement of spending at least 2% of
the average net profits of the preceding
three financial years, the CSR
expenditure for FY 2024-25 is as
follows:

• Standalone CSR expenditure:
?2,88,74,624

• Consolidated CSR expenditure:
?4,04,64,752

The Company has fully complied with
the provisions of Section 135 of the
Companies Act, 2013, and the rules
made thereunder. The CSR Policy is
available on the Company''s website at:
https://smcindiaonline.com/
wp-content/uploads/2021/09/
CORPORATE-SOCIAL-RESPONSIBILITY-
POLICY-1.pdf

Further details regarding the
composition of the CSR Committee,
project-wise expenditure and
implementation methodology are
provided in the Annual Report on CSR
Activities, annexed to this Report as
Annexure 2.

Criteria of making the payments to
Non-Executive Directors

The criteria of making the payments to
the Non-Executive Directors are
published on the website of the
Company at

https://smcindiaonline.com/

wp-content/uploads/2021/09/

CRITERIA-FOR-MAKING-PAYMENTS-TO-

NED.pdf

Policies

During the year, the Company had
implemented all the policies required
under the Companies Act, 2013 and the
Listing Regulations. The Company
ensures compliance of all the
provisions mentioned in the policies
read along with the applicable law. The
policies are available on the website of
the Company at

https://smcindiaonline.com/index.php

/investors/

Directors & Officers Insurance Policy

The Company has an appropriate
Directors and Officers Liability
Insurance Policy which provides
indemnity in respect of liabilities
incurred as a result of their office. The
policy is renewed every year by the
Company.

The coverage of the insurance extends
to all Directors of the Company
including the Independent Directors.

Secretarial Standards

The applicable Secretarial Standards,

i.e. SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors’ and ‘General
Meetings’, respectively, have been duly
followed by the Company.

Corporate Governance Report

As required by Regulation 34 of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015
(‘Listing Regulations’), a detailed
Report on Corporate Governance is
included in the Annual Report.

CS Priyank Kukreja, Practicing
Company Secretary has certified your
Company’s compliance requirements
in respect of Corporate Governance, in
terms of Regulation 34 of the Listing
Regulations; and their Compliance
Certificate is annexed to the Report on
Corporate Governance.

Annual Return

Pursuant to the provisions of section
92(3) and section 134(3)(a) of the
Companies Act, 2013, the annual return
as on 31st March, 2025 in the
prescribed format is available at
company’s website at
https://www.smcindiaonline.com/
wp-content/uploads/2024/07/
Annual%20Return%20-%202024-25.pdf

Particulars of Loans, Guarantee and
Investments

Details of loans, guarantees and
investments covered under the
provisions of Section 186 of the
Companies Act, 2013 are as set out in
the notes to the accompanying
financial statements of your Company.

Auditor and Auditor’s Report

Pursuant to the provisions of Section
139 of the Act and Rules made
thereunder, the Members at the 30th
Annual General Meeting held on 22nd
June, 2024 had appointed M/s P.C.
Bindal & Co., Chartered Accountants
(Firm Registration Number 003824N) as
Statutory Auditors of the Company for
a term of five consecutive years, to
hold office from the conclusion of the
30th Annual General Meeting until the
conclusion of the 35th Annual General
Meeting of the Company.

M/s P.C. Bindal & Co., Chartered
Accountants, have submitted their
Report on the Annual Standalone and
Consolidated Financial Statements of
the Company for the FY 2024-25, which
forms part of the Annual Report 2024-

25. The Auditors’ Report to the
Members for the year under review is
unmodified. The notes to the accounts
referred to in the Auditors’ Report are
self-explanatory and therefore do not
call for any further clarifications under
Section 134(3)(f) of the Act. There are
no observations (including any
qualification, reservation, adverse
remark or disclaimer) of the Auditors in
the Audit Reports issued by them
which call for any explanation
/comment from the Board of Directors.

The Auditors have also confirmed that
they have subjected themselves to the
peer review process of Institute of
Chartered Accountants of India (ICAI)
and hold a valid certificate issued by
the Peer Review Board of the ICAI.

During the year under review, the
Company or its subsidiaries or its
joint venture company has not
availed any service from the
statutory auditor of the Company
during the FY 2024-25 which are
prohibited non-audit services
mentioned under clause (a) to (i) of
section 144 of the Companies Act,
2013.

The Auditor’s Report for the FY 2024-25
is enclosed with the financial
statements in this Annual Report. In
this regard, the report does not contain
any qualification, reservation or
adverse remark. Further, there are no
instances of any fraud reported by the
Auditors of the Company in pursuance
of section 143(12) of the Companies
Act, 2013.

Qualification/Reservation/Adverse
Remarks of the Statutory Auditor

The notes on financial statements
referred to in the Auditors’ Report are
self-explanatory and do not call for any
further comments. The Auditors Report

does not contain any qualification,
reservation, adverse remark or
disclaimer.

Secretarial Auditor and its Audit
Report

Pursuant to the provisions of section
204 of the Companies Act, 2013 and the
Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014, the Board of
Directors of the Company had
appointed M/s A. K. Roy & Associates,
Practicing Company Secretaries Firm,
to conduct the secretarial audit for FY
2024-25. The Secretarial Audit Report
in form MR-3 for the financial year
ended 31st March, 2025 is annexed
herewith and marked as Annexure 3.

There are no qualifications,
reservations or adverse remarks made
by the Secretarial Auditor in his report
pertaining to financial year 2024-25.

Further, in accordance with the
provisions of Regulation 24A of the
Listing Regulations, the material
subsidiaries of the Company i.e.
Moneywise Financial Services Private
Limited and SMC Insurance Brokers
Private Limited have also conducted
their secretarial audit for FY 2024-25.

The Secretarial audit report of
Moneywise Financial Services Private
Limited and SMC Insurance Brokers
Private Limited does not contain any
qualification, reservation or adverse
remark. The report is available on the
website of the Company at
https://www.smcindiaonline.com/inve
stors/

Pursuant to the provisions of
Regulation 24A of the SEBI Listing
Regulations and in accordance with
Section 204 of the Act, basis
recommendation of the Board, the

Company is required to appoint
Secretarial Auditor, with the approval
of the Members at its AGM. In light of
the aforesaid, the Board at its meeting
held on 11th May, 2025 of the Company
has recommended the appointment of
M/s A.K. Roy & Associates, Practicing
Company Secretaries as the Secretarial
Auditor of the Company for a period of
5 (five) consecutive financial years, i.e.;
from FY2025-26 up to FY2029-30,
subject to approval of the Members at
the ensuing 31st AGM of the Company,
to undertake secretarial audit as
required under the Act and SEBI Listing
Regulations and issue the necessary
secretarial audit report for the
aforesaid period.

Annual Secretarial Compliance
Report

Pursuant to the provisions of
Regulation 24A of the Listing
Regulations read with SEBI circular
dated 8th February, 2019, the Board of
Directors of the Company has
appointed M/s A. K. Roy & Associates,
Practicing Company Secretaries Firm
to conduct annual secretarial audit for
FY 2024-25 pertaining to compliance of
all applicable SEBI Regulations and
circulars/guidelines issued there
under.

Qualification/Reservation/Adverse
Remarks of the Auditor

The Annual Secretarial Compliance
Report does not contain any
qualification, reservation or adverse
remark.

Particulars regarding conservation of
energy, technology absorption and
foreign exchange earnings and outgo

During the year, ended 31st March,
2025, there were foreign currency
earnings of Rs. 44.26 Lakhs and the
foreign exchange outgo was of
Rs. 137.58 Lakhs.

The Company being in a stock broking
business does not have any industrial
or energy intensive operations. Hence,
the provisions mentioned under Rule
8(3) of Companies (Accounts of
Companies) Rules, 2014 are not
applicable on the Company.

In this regard, the Company is
cognizant of the importance of
adopting measures for optimum
energy utilisation and conservation.

Particulars of remuneration of

Directors/ KMP/ Employees

The SMC Group employs around 4083
employees as on 31st March, 2025
leveraging a strong partnership and
ownership culture. In terms of the
provisions of section 197(12) of the
Companies Act, 2013 read with Rule
5(2) and (3) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014
(including any statutory amendment or
modification thereof), a statement
showing the names and other
particulars of top ten employees of the
Company and such other employees

drawing remuneration in excess of the
limit said out in the said Rules are
provided in this Report and marked as
Annexure 4.

Disclosures pertaining to remuneration
and other details of Directors 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 (including any
amendment or modification thereof)
are also provided in this Report and
marked as Annexure 5.

Reclassification from Promoter Group to Promoter

During the year under review, following members of promoter group were reclassified as promoters:

S. No.	Name of Member of ; Promoter Group	Number of shares held	% of shares held	Directorship in the Company
1.	Himanshu Gupta	20,00,000	1.91	Non-Executive Director
2.	Pranay Aggarwal	47,20,550	4.51	Non-Executive Director
*Note: There has been no chang		e in the holding.

Inter-se transfer of Shares between Promoters/Promoter Group

During the year under review, following shares were transferred between members of promoter group:

S. No.	Name of the Promoter/ Promoter Group	Category j	No. of equity shares before the trade	i Acquisition	; Sale	No. of equity shares after the trade	i Remarks
1.	Ayush Aggarwal	Member of
		Promoter Group	Nil	24,34,000	Nil	24,34,000
							Transfer
2.	Damodar Krishan	Member of	7,81,970	7,50,000	Nil	1,531,970	of shares
	Aggarwal	Promoter Group					by way
3.	Ginni Devi	Member of					of gift
		Promoter Group	31,84,000		31,84,000	Nil

Unclaimed dividend and shares

Pursuant to the provisions of section
124(5) of the Companies Act, 2013,
read with the Investor Education and
Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules,

2016, relevant amount which remained
unpaid or unclaimed for a period of
seven years should be transferred by
the Company, from time to time on due
dates, to the Investor Education and
Protection Fund (IEPF). During the
year, your Company has transferred the
Unpaid and Unclaimed Final Dividend
pertaining to FY 2016-17 of Rs. 3,

23,597 (Three Lakh Twenty Three
Thousand Five Hundred and Ninety
Seven Only) and Interim Dividend
pertaining to FY 2017- 18 of Rs.

3,22,868 (Three Lakh Twenty Two
Thousand Eight Hundred and Sixty
Eight Only) to IEPF in accordance with
IEPF Rules.

Pursuant to Section 124 (6) of the
Companies Act, 2013 and read with
Rule 6 of the Investor Education and
Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016
(as amended from time to time) read
with applicable provisions of the
Companies Act, 2013, all the
underlying shares in respect of which
dividends are not claimed/paid for the
last seven consecutive years or more
are liable to get transferred to the IEPF

DEMAT Account with a Depository
Participant as identified by the IEPF
Authority. Accordingly, as on 31st
March, 2025, total, 3,39,419 (Three
Lakhs Thirty Nine Thousand and Four
Hundred Nineteen Only) equity shares
of face value Rs. 2/- each are held in
IEPF Demat account.

In this regard, the notice of the ensuing
Annual General Meeting provides the
detailed list of unpaid dividend
declared up to the date. Hence,
shareholders are requested to check
the said lists and if any dividend due to
them remains unpaid in the said lists,
can approach the Company for release
of their unpaid dividend.

The Company has appointed Mr.

Suman Kumar, Company Secretary, as
the Nodal Officer for the purpose of co¬
ordination with Investor Education and
Protection Fund Authority. Details of
the Nodal Officer are available on the
website of the Company at
www.smcindiaonline.com

Unclaimed Suspense Account

As on the date of this Report, there are
no shares or amounts lying in the
Unclaimed Suspense Account.

Framework for dealing with
unclaimed amounts in respect of
listed non-convertible securities and
manner of claiming such amounts by
investors

SEBI vide its circular
SEBI/HO/DDHS/DDHS-RAC-
1/P/CIR/2023/176 dated 8 November
2023 has prescribed the procedural
framework for dealing with unclaimed
interest and redemption amounts lying
with entities having listed non¬
convertible securities and manner of
claiming such amounts by the
investors. The circular requires such
companies to formulate a policy
specifying the process to be followed
by investors for claiming their
unclaimed amounts. In compliance
with the above circular, the Company
has formulated a policy for claiming
unclaimed amounts with respect to
non-convertible debentures from
escrow account. The policy is hosted
on the website of the Company at
https://www.smcindiaonline.com/wp-
content/uploads/2024/07/POLICY-FOR-
CLAIMING-UNCLAIMED-AMOUNT-ON-
NCS.pdf.

Credit Rating

As on 31st March, 2025, the summary
of credit rating provided by ICRA
Limited to the Company along with its
subsidiary companies i.e. for the entire
SMC Group which have been reviewed
and reaffirmed are as follows:

S.	Instrument	i Credit rating
No.
1.	Commercial Paper	[ICRA] A1 ; reaffirmed/assigned
2.	Long-term/short-term fund-based/non-fund based bank lines	[ICRA] A (Stable)/ [ICRA] A1 ; reaffirmed
3.	Non-Convertible Debentures	[ICRA] A (Stable); assigned

Additionally, during the year, the
Company had also obtained credit
rating from CRISIL Limited for the Non¬
Convertible Debentures proposed to be
issued by the Company and CRISIL
Limited had assigned “CRISIL A/Stable”
rating to the Non-Convertible
Debentures of SMC Global Securities
Limited for '' 175 cr.

During year under review, there have
been no changes to the credit ratings
assigned in FY2024-25.

Cyber Security

The Company has formulated and
implemented cyber security policies.
The Company has been very adaptive
and resilient to the changes in the
environment and continues to ensure
optimum level of cyber security in the
Company.

Further, during the year, the Company
has created awareness about cyber
security among senior officials,
including Directors of Company by
organizing a seminar/ webinar.

Further, there is no incident and threat
has been reported during the financial
year 2024-25 pertaining to Cyber
Security.

Human resource engagement and
development

Employee engagement is becoming
one of the most important indicators in
gauging work satisfaction. Your
Company believes in investing in
employee engagement by increasing
their productivity, work quality and
retaining the talent in the organization.
Every employee of the Company is
imparted with an orientation
programme called ‘Abhinandhan’ so as
to familiarize the employee with the
culture and processes of the
organization.

Further, the Senior Management
Personnel of the Company
continuously interact with the
concerned employees of each
department, for keeping them
motivated and conveying the
expectation of the Company. HR
regularly talks about Career
Progression, Culture and Values
followed within the Organization for
establishing a mutual connect. The
Company periodically undertakes
sessions/webinars, both physically and
virtually on subjects such as mental
health, emotional and psychic
wellbeing etc. for the overall wellbeing
of employees.

Cost records and Cost Audit

The maintenance of cost records and
conducting of cost audit in accordance
with the provisions of section 148(1) of
the Companies Act, 2013 are not
applicable as the Company is not
involved in the business of production
or manufacturing of goods or providing
of services as is mentioned under Rule
3 of Companies (Cost Records and
Audit) Rules, 2014.

Depository System

The Company’s equity shares are
compulsorily tradable in electronic
form. As on March 31, 2025, out of the
Company’s total equity paid-up share
capital comprising of 10,47,00,000
equity shares, only 2,04,130 equity
shares were in physical form, the rest
being in dematerialised form.

As per notifications issued by SEBI
from time to time, requests for
effecting transfer of securities are not
processed unless the securities are
held in the dematerialised form with
the depositories. Further, transmission
or transposition of securities held in
physical or dematerialised form is also
effected only in dematerialised form.

Therefore, Members holding securities
in physical form are requested to take
necessary action to dematerialise their
holdings.

Fraud Reporting

During the year, neither the statutory
auditors nor the secretarial auditor
have reported to the Audit Committee
under section 143(12) of the
Companies Act, 2013, any instances of
fraud committed against the Company
by its officers or employees which has
to be reported in the Annual Report.

General Disclosures

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

1. Issue of equity shares with
differential rights as to dividend,
voting or otherwise

2. The Company has not resorted to
any buy back of its equity shares
during the year under review.

3. Neither the Managing Director nor
the Whole- time Directors of your
Company received any
remuneration or commission
during the year, from any of its
subsidiaries.

4. No issue of Shares including Sweat
Equity Shares to the employees of
the Company under any scheme as
per provisions of Section 54(1)(d)
of the Companies Act, 2013;

5. No application has been made by a
financial or operational creditor or
by the company itself, under the
Insolvency and Bankruptcy Code,
2016.

6. The Company has not entered into
any One-Time Settlement with
Bank ’s or Financial Institutions
and therefore, no details of
Valuation in this regard are
available.

Acknowledgements

Your directors value the
professionalism and commitment of all
employees of the Company and place
on record their appreciation and
contribution to the excellence of the
Company. Your Board also expresses
their gratitude to the stakeholders of
the Company for their continuous
support and cooperation.

Cautionary Statement

The statements in the Board’s Report
and Management Discussion and
Analysis, describing the Company’s
objectives, outlook, opportunities and

expectations which may constitute
“Forward Looking Statements”,
Accordingly, the actual results may
differ from those expressed or implied
expectations or projections, among
others. Several factors make a
significant difference to the Company’s
operations including the government
regulations, taxation and economic
scenario affecting demand and supply,
natural calamity and other such factors
over which the Company does not have
any direct control.

For and on behalf of the Board of Directors
SMC Global Securities Limited

SD/- SD/-

Subhash Chand Aggarwal Mahesh C. Gupta

Chairman & Managing Director Vice Chairman & Managing Director

Place: New Delhi
Date: 11th May, 2025

1

The proceeds from the
issuance and allotment of
NCDs on 24th April, 2025 have
been raised for similar
purposes, i.e., working capital
requirements and general
corporate purposes, as per the
disclosures made in the offer
document. However, the said
proceeds are yet to be fully
utilised as on the date of this
report.

2

Constituted for the purpose of issuance of debentures by the Company

---

Mar 31, 2024

The Directors of the Company are pleased to present their 30th (Thirtieth) Annual Report on the business performance and operations of the Company, together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024.

Financial Summary and Highlights

The standalone and consolidated financial performance of your Company for the financial year ended 31st March, 2024 is summarized below:

(Rs. in Lakhs)
DADTirill ADC	Standalone		Consolidated
PARTICULARS	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23*
Revenue from operations	85,314.14	67,915.41	1,63,849.69	1,21,157.33
Other Income	3,067.76	1,365.19	654.49	408.13
Total Income	88,381.90	69,280.60	1,64,504.18	1,21,565.46
Total Expenses	70,387.70	57,294.10	1,40,052.03	1,05,369.94
Profit before share of profit/loss from joint ventures, exceptional items and tax	17,994.20	11,986.50	24,452.15	16,195.52
Share of profit/(loss) from associates or joint ventures	0	0	(2.77)	0.14
Profit before exceptional items and tax	17,994.20	11,986.50	24,449.38	16,195.66
Add/less: Exceptional items	-	-	-	-
Tax expense	3,891.64	2,649.27	5,621.73	4,156.04
Profit after tax for the year	14,102.56	9,337.23	18,827.65	12,039.62
*Restated

Notes:

(1) The above figures are extracted from the audited standalone and consolidated financial statements of the Company.

(2) The amount shown in bracket () in the above table are negative in value

The financial results and revenue from operations, including major developments which have been discussed in detail in the Management Discussion and Analysis Report which forms part of this Annual Report.

The standalone and the consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) applicable on the Company.

Financial Performance

Consolidated

During the year 2023-24, on a consolidated basis, your Company has recorded net revenue from operations Rs. 1,63,849.69 lacs which is 35.24% higher as compared to Rs. 1,21,157.33 lacs of the previous financial year. The company has recorded profit before tax of Rs. 24,449.38 which is 50.96% higher against profit before tax of Rs. 161,95.66 lacs of previous financial year. The Company has recorded profit after tax of Rs. 18,827.65 lacs which is 56.38% higher as compared to Rs. 120,39.62 lacs in previous year. The revenue earned by the Company on consolidated basis largely comprises of income from equity, commodity and currency, brokerage & trading, clearing services, income from depository business, financing, capital market operations and insurance broking etc.

Standalone

During the year 2023-24, on a standalone basis, your Company has recorded net revenue from operations Rs. 85,314.14 which is 25.62% higher as compared to Rs. 67,915.41 lacs of the previous financial year. The company has recorded profit before tax of Rs. 17,994.20 lacs which is

50.12% higher against profit before tax of Rs. 11,986.50 lacs of previous financial year. The Company has recorded profit after tax of Rs. 14,102.56 lacs which is 51.04% higher as compared to Rs. 9337.23 lacs in previous year.

The profit of the Company has increased significantly from the previous year both on standalone basis and consolidated basis. This is mainly because; the company has expanded its client base by attracting new investors and strengthening relations with the existing clients. Your Company''s client centric approach and tailored investment solutions have contributed to enhanced market share and revenue growth. Further, our continued investments in technology infrastructure and digital platforms have improved operational efficiency, reduced transaction costs, and enhanced the overall trading experience for our clients. On consolidated basis, every segment of the Company has contributed significantly towards the growth in revenue.

Refer to Management Discussion and Analysis report for more details.

State of Company’s Affairs

Your Company along with its subsidiaries and joint venture company, is involved in diversified portfolio of offering of services to its customers such as brokerage, clearing services, depository participant services, investment, wealth management, PMS, real estate broking, mortgage and loan advisory, NRI & FPI services etc. categorized under Broking, Distribution and Trading segment apart from Financing

business and Insurance Broking business. During the year, your company remained committed to advancing its technological capabilities and expanding its reach in the market. Throughout the reporting period, significant emphasis has been placed on the development and integration of cutting-edge technologies to enhance our products and services. By leveraging our technological expertise and focusing on customer satisfaction, we have successfully attracted new clients and deepened relationships with existing ones.

In this regard, the Company also intends to strengthen and extend its position as leading diversified financial services provider by intensifying the cross- selling efforts across the client base, expanding geographic presence, expanding service and product portfolio, strategic alliances and acquisitions and by expanding financing and discount broking business and insurance.

During the year, your Company has recorded good performance and intends to keep up the growth prospects in coming future.

Debentures

During the fiscal year under review, the Company sanctioned the issuance of non-convertible debentures totaling INR 400 crores, either through a public issue or via private placement, and either in a single tranche or multiple tranches. Subsequently, in a Board of Directors meeting convened on March 30, 2024, it was resolved to issue Secured, Rated, Listed, Redeemable Non-Convertible Debentures amounting to INR 75 crores, with the provision to accommodate oversubscription of up to INR 75 crores. To oversee all matters pertaining to this issuance, the Board of Directors has established a dedicated Non-Convertible Debenture Committee comprising directors. In this regard, the company may conduct frequent issuances up to the overall limit approved by the Board of Directors and within the borrowing limit sanctioned by the shareholders. These debentures are being raised

to fulfill general working capital requirements of the Company.

Change in the nature of business

During the year, there has been no change in the nature of business of the Company.

Share Capital & Listing information

The Authorized Share Capital of

the Company is Rs. 95,51,00,000 and the paid up share capital of the Company is Rs. 20,94,00,000 comprising of 10,47,00,000 equity shares of Rs. 2 each. The equity shares of the Company are listed on nationwide trading platforms i.e. National Stock Exchange (NSE) and Bombay Stock Exchange (BSE).

The below mentioned table depicts the listing information of the Company as on 31st March, 2024:
Sl. No.	ISIN/Scrip No.	Stock Exchange	Type of Security	No. of Securities Listed	Status
1.	INE103C01036/Sc rip Code: SMCGLOBAL	National Stock Exchange*	Equity Shares	10,47,00,000*	Active listing
2.	INE103C01036/Sc rip Code No. 543263	Bombay Stock Exchange*	Equity Shares	10,47,00,000	Active listing
*The face value of each equity shares is Rs. 2.

Material changes and commitments affecting the financial position between the end of financial year and date of the report

There have been no material changes and commitments that have occurred after the closure of the financial year until the date of the report, which may affect the financial position of the Company.

Return of surplus funds to shareholders

During the year, the Company has distributed an interim dividend of 60% on the face value of the equity shares of the Company i.e. Rs. 1.20

per equity share. The dividend was paid to those shareholders, whose name was registered in the Register of Members as on the record date i.e. 13th February, 2024. The Company has spent approximately Rs.12,56,40,000/- (Rupees Twelve Crore Fifty Six Lakhs and Forty Thousand Only) on account of interim dividend distribution pertaining to FY 2023- 24. Considering the growth, stability and profits of the Company for the financial year 2023-24, your Directors are pleased to recommend a final dividend of 60% on the face value of equity shares i.e. Rs. 1.20 per equity share, which if approved, shall result in payment of total dividend @ 120% i.e. Rs. 2.4 on the face value of equity shares of Rs. 2 each for the FY 2023-24.

The dividend recommended, if approved by the members, will be paid to the members within the period stipulated under the Companies Act, 2013 ("the Act"). The dividend payout ratio for the current year is at 17.82%. The record date for the purpose of distribution of final dividend is 7th June, 2024 and Book closure period is fixed from 8th June, 2024 to 12th June, 2024.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the Dividend Distribution Policy which is available on the website of the Company at http://smcindiaonline.com/wp-content/uploads/2021/09/DIVIDEND-DISTRIBUTION-POLICY.pdf. The dividend recommended is in accordance with the Company''s Dividend Distribution Policy.

Particulars	FY 2023-24		FY 2022-23
	Per Share (in '')	Payout ('' in crores)	Per Share (in '')	Payout ('' in crores)
Interim Dividend	1.20	12.56	1.20	12.56
Final Dividend	1.20*	12.56*	1.20	12.56
Total Dividend	2.40	25.12	2.40	25.12
Payout ratio	120%		120%

*The final dividend for the financial year 2023-24 is recommended by the Board of Directors of the Company at its meeting held on 13th May, 2024. The payment is subject to approval of the shareholders at the 30th Annual General Meeting of the Company proposed to be held on Saturday, 22nd June, 2024 through video conferencing (VC).

Pursuant to section 194 of the Income Tax Act, 1961, the dividend received on equity shares is taxable at the applicable slab rates. The income is taxable in the hands of the receiver, and TDS is applicable and the company paying dividends has to deduct TDS under section 194 @10% if the shareholder''s total dividend in a year is more than Rs.5000 from 1st April 2020 onwards.

Transfer to Reserves

Your Board of Directors has not

proposed to transfer any amount to any reserve during the financial year 2023-24.

Subsidiaries and joint ventures

As on 31st March, 2024, the Company has total nine (9) subsidiaries including eight (8) wholly owned subsidiaries and one (1) subsidiary. The Company also has a joint venture company which is partially owned by its subsidiary i.e. SMC Investments and Advisors Limited with 50% control over the said joint venture company.

The Company does not have any associate company as defined under section 2(6) of the Companies Act, 2013. SMC Global USA Inc., wholly owned subsidiary, ceased to be the subsidiary of your company during FY 2023-24 due to dissolution of the entity and divestment made by the Company.

The financial summary of the performance of the Company''s subsidiaries during the FY 2023-24 are as			under: (''in Lakhs)
Company Name	Total Income	Profit before tax	Profit after tax
Moneywise Financial Services Private Limited	20,571.44	6,817.24	5,597.63
SMC Insurance Brokers Private Limited	52,828.82	1,409.59	999.99
Moneywise Finvest Limited	1,976.34	78.06	54.37
SMC Global IFSC Private Limited	988.17	441.42	441.42
SMC Capitals Limited	342.12	(156.68)	(116.61)
SMC Real Estate Advisors Pvt Limited	2,476.40	(598.07)	(598.07)
SMC Investments and Advisors Limited	374.38	(217.92)	(218.44)
Pulin Comtrade Limited (formerly known as	587.50	472.82	356.08
SMC Comtrade Limited)*
SMC Comex International DMCC	1,053.58	681.92	681.92
The amount shown in () in the above table are negative in value * excludes profit of SMC & IM capitals investment manager LLP. *During the year, the name of the SMC Comtrade Limited has been changed to Pulin Comtrade Limited w.e.f 27th July, 2023. Also, during the year, SMC Global USA INC, wholly owned subsidiary of the Company was dissolved by virtue of disinvestment in the entity.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of your Company and a separate statement containing the salient features of Financial Statement of subsidiary, joint venture and joint operation entities in Form AOC-1, which forms part of this Annual Report.

Further, pursuant to the provisions of section 136 of the Companies Act,

2013, the financial statements and relevant information relating to subsidiary companies are also available on the website of the Company at

https://smcindiaonline.com/investors/.

During the year, no other company, except the companies as mentioned above, has become or ceased to be subsidiary, joint venture or associate of the Company.

Highlights of performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the company

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company can be referred in form AOC-1 and the Consolidated Financial Statements of the Company.

Material subsidiaries

Pursuant to Regulation 16(1)(c) of the Listing Regulations and in accordance with Company''s policy for determining the material subsidiaries, Moneywise Financial Services Private Limited and SMC Insurance Brokers Private Limited were recognized as material subsidiary by the Board of Directors of Company during the financial year 2023-24. The Company ensures compliances relating to subsidiary companies as mentioned in Regulation 24 of the Listing Regulations and other compliances mentioned in Companies Act, 2013.

The policy on determination of

material subsidiaries is available at the

website of the Company

https://smcindiaonline.com/wp-

content/uploads/2021/06/POLICY-FOR-

DETERMINING-MATERIAL-SUBSIDIARY-

COMPANIES.pdf

Directors'' Responsibility Statement

Pursuant to the section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

1. That in preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to

material departures, if any.

2. That such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2024 and the statement of Profit & Loss Account for the financial year ended 31st March, 2024.

3. That 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.

4. That the annual financial statements have been prepared on a going concern basis.

5. Those proper internal financial controls were in place and that the financial control was adequate and was operating effectively.

6. Those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Performance evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors on recommendation of the Nomination and Remuneration Committee has adopted a formal mechanism for evaluation of annual performance of the individual Directors, Board as a whole and Board Committees. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on

need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the FY 2023-24 in accordance with the framework. The independent directors of the Company, also, at their separate meeting held on 18th March, 2024, reviewed the performance of nonindependent directors, Chairperson and Board as a whole including evaluation of timeliness and flow of information in the Company and provided their suggestions if any.

In this regard, the Board of Directors considers that the Independent Directors on the Board of the Company has the required level of expertise, experience and integrity as is required for the position.

Familiarization program for independent director

In accordance with the provisions of Regulation 25(7) and 46(2) of the Listing Regulations, the Company familiarizes the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions and also at regular intervals with the business strategies of the Company. Apart from the aforementioned, the Company also updates the independent directors periodically with the recent changes in statutory provisions applicable on the Company and/or any change /addition in the business operations of the Company.

The details of training and familiarization program conducted during the year are provided in the Corporate Governance Report and is also available on the website of the Company at

https://smcindiaonline.com/wp-

content/uploads/2024/04/DETAILS-OF-

FAMILARISATION-PROGRAMME-2023-

Deposits

During the FY 2023-24, the Company did not accept or renew any deposit pursuant to section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Vigil Mechanism Policy

Pursuant to section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has adopted a vigil mechanism policy to provide a formal mechanism to the Directors, employees and stakeholders of the Company to report their genuine concerns including concerns about unethical behavior, actual or suspected fraud, and violation of Company''s code of conduct and/or disclosure of unpublished price sensitive information. In this regard, the Policy provides an adequate safeguard to the whistle blower against any victimization and also provides direct access to the Chairman of Audit Committee in exceptional circumstances. An update/report on the functioning of the mechanism including the complaints received and actions taken is presented to the Audit Committee on yearly basis.

The Audit Committee receives, investigates and redresses the complaints received under the vigil mechanism. The Policy on vigil mechanism is available on the website of the Company at https://smcindiaonline.com/wp-content/uploads/2021/09/VIGIL-MECHANISM-POLICY.pdf

In this regard, during the year under review, your company has not received any complaint from any Directors,

employees and stakeholders of the company pursuant to above said vigil mechanism.

Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ''Policy for prevention of sexual harassment'' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide a procedure for redressal of complaints pertaining to such harassment. In order to sensitize the employees about the policy, the Company has placed the policy on the online employee portal of the Company for ease of access and unified dissemination of the policy to each and every employee of the Company.

The Company also has an Internal Complaints Committee (ICC) constituted in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with its allied Rules. The ICC comprises of majority women members. The committee is responsible for conducting inquiries pertaining to complaints under the Act.

During the year 2023-24, Internal Complaints Committee (ICC) has received ''nil'' complaints of sexual harassment from the employees of the Company. All new employees go through a detailed orientation on antisexual harassment policy adopted by your Company. Further, the Company ensures to sensitize its employees on regular basis about prevention and prohibition of sexual harassment. Also, online training programs are run for the employees to enhance awareness and knowledge about sexual harassment within the organization.

Further, as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with its allied Rules, the company follows the calendar year for filing the annual report with statutory authority. In this regard, your company submitted nil report with concerned District officer with respect to Sexual Harassment of Women at Workplace for the calendar year from 01st January, 2023 to 31st December, 2023.

1. Number of complaints of sexual harassment received	Nil
2. Number of complaints disposed off	NA
3. Number of cases pending	Nil

Particulars of Contracts or Arrangements with related parties

With reference to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors.

The related party transactions, which were in ordinary course of business and at arm''s length basis, were executed by virtue of an omnibus approval granted by the Audit Committee. In this regard, transactions for which omnibus approval was not obtained, specific approval of Audit Committee was obtained as and when required. Further, the Audit Committee on quarterly basis reviewed the related party transactions entered by the Company on the basis of the omnibus approval granted.

Further, during the year, the Company entered into certain contract or arrangement which required prior approval of shareholders by a resolution. The transactions were material in accordance with the provisions of Section 188(1)(f) of the Companies Act, 2013 read with rule 15 Companies (Meetings of Board and its Powers) Rules, 2014, however, were in the ordinary course of business and at arm''s length basis. Accordingly, there were no transactions undertaken during the year which were not at an arm''s length basis, hence the disclosure under Form AOC-2 is not applicable to the Company.

Apart from the aforementioned, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ''material'' under Regulation 23 of the Listing Regulations.

The Company has in place a robust

process for approval of Related Party Transactions and on Dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company''s Policy on Materiality and Dealing with Related Party Transactions and as required under SEBI Circular dated 22nd November, 2021.

The suitable disclosures as required by the Accounting Standards (IND AS 24) and the Listing Regulations have been made in the notes to the Financial Statements forming part of this annual report.

For the purpose of determination of related party and related party transactions and to ensure compliance of approval and review mechanism relating to such transactions, the Company has formulated a policy for related party transactions. The policy on related party transactions ensures proper identification, approval, review and reporting of related party transactions. The same is published on the website of the Company and can be accessed at

https://smcindiaonline.com/wp-

content/uploads/2021/09/POLICY-ON-

RELATED-PARTY-TRANSACTIONS-1.pdf

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

During the year, there are no significant and material orders passed by the regulators or courts or tribunals, Statutory and quasi-judicial bodies which could impact the going concern status of the Company and its future operations.

Internal Control and Audit

M/s PNG & Co., Practicing Chartered Accountants were appointed as the Internal Auditors of the Company for financial year 2023-24 by the Board of Directors of the Company at its meeting held on 18th May, 2023. The scope and authority of the internal audit function is well defined and to maintain independence and objectivity in its functions, the internal audit function reports directly to the Audit Committee of the Board.

At the beginning of each financial year, an audit plan is framed which aims to capture the scope of evaluation of the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations within the organization. The Audit Committee, comprising of independent directors, regularly reviews the internal audit plan, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as evaluates the reasons for any changes in accounting policies and practices, if any.

Internal Financial Control and their adequacy

The Company''s has in place adequate internal financial controls with reference to financial statements which commensurate with the size, scale and complexity of its operations. The internal financial control is supplemented by extensive internal audits, regular reviews by the Management and standard policies and guidelines to ensure reliability of financial statements and its reporting and other data. The Audit Committee of the Board reviews the internal audit reports given along with management responses, at regular intervals.

Refer ''Management Discussion and Analysis Report'' for detailed elaboration on risk management undertaken by the Company.

Directors and Key Managerial Personnel

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors. As on 31st March, 2024, your Company''s Board had sixteen (16) members comprising of ten (10) NonExecutive Independent Director (including one (1) women independent director), one (1) Non-Executive NonIndependent Director, two (2) whole time directors, one (1) director and CEO and two (2) managing directors. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

During the FY 2023-24, following changes took place:

Appointment/Re-appointments

During the year under review, your Company pursuant to the recommendation of the Nomination and Remuneration Committee have made significant strides in enhancing the composition of its Board of Directors by appointing several distinguished individuals as Independent Directors. These appointments were made with strategic focus on augmenting board''s expertise, diversity and governance oversight. All the appointments were made as per the Nomination and Remuneration Policy. The directors appointed are as follows:

Detailed discussion on internal financial control can be referred in the Management Discussion and Analysis Report which forms part of this Annual Report.

Risk Management

Company''s risk management process is designed to identify and mitigate risks that have the potential ability to materially impact our business objectives. Your Company being a financial service provider is exposed to various risks, which can be classified as, market risk, credit risk and operational risk.

The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register, reporting of key changes in critical risks to the Board on an ongoing basis. The Audit Committee also evaluates the risk management systems on yearly basis and such other functions as may be prescribed by the Board. The Board of Directors of your Company evaluates the risk management systems periodically and takes into account any recommendation(s) of the Risk Management Committee and the Audit Committee.

The Company adopts mitigation measures to reduce the adverse effects of such risks on real time basis. In this regard, the Company has constituted Risk Management Committee pursuant to regulation 21 of the Listing Regulations. The Company has also formulated the risk management policy which acts as a guiding document for the purpose of identifying and mitigating risk. Further, the risk management committee along with the Audit Committee monitors and reviews the risk existent in the Company time to time.

- Mr. Gobind Ram Choudhary (DIN:01104704) was appointed as Non-Executive Independent Director of the Company w.e.f from 22nd June, 2023 by the Board of Directors at its meeting held on 18th May, 2023 and his appointment was approved by the shareholders at 29th Annual General Meeting of the Company held on 30th June, 2023.

- Mr. Dinesh Kumar Sarraf (DIN: 00147870) and Mr. Hemant Bhargava (DIN: 01922717) was appointed as Non-Executive Independent Director of the Company w.e.f. from 09th August, 2023 by the Board of Directors at its meeting held on 09th August, 2023 and their appointment was approved by the shareholders through postal ballot dated 21st September, 2023.

- Ms. Neeru Abrol has been appointed as Additional Director in the NonExecutive Independent Director capacity of the Company w.e.f. 30th March, 2024 by the Board of Directors at its meeting held on 30th March, 2024, subject to shareholders'' approval at the ensuing 30th Annual General Meeting of the Company scheduled to be held on 22nd June, 2024. The Company has received necessary disclosures and notice with respect to appointment of Ms. Neeru Abrol.

The newly appointed independent directors, hailing from diverse professional backgrounds and industries, bring a wealth of knowledge, experience and fresh perspectives to the Board room. Their varied skill set and insight complement the existing board composition.

Apart from the Independent Directors, Mr. Anurag Bansal, Whole Time Director (DIN: 00003294) was also re-appointed as Whole Time Director of the Company for another term of 5 (Five) consecutive

years with effect from 28th March, 2024 to 27th March, 2029, by the shareholders of the Company at the 29th Annual General Meeting of the Company held on 30th June, 2023.

Further, the Board of Directors pursuant to the recommendation of the Nomination and Remuneration Committee at its meeting held on 13th May, 2024, has recommended reappointment of Mr. Subhash Chand Aggarwal, Chairman and Managing Director (DIN: 00003267) as the Chairman and Managing Director of the Company, whose term expires as Managing Director of the Company on 28th January, 2025, for another term of 5 (Five) consecutive years with effect 29th January, 2025 to 28th January, 2030, subject to the approval of the shareholders at the ensuing 30th Annual General Meeting of the Company scheduled to be held on 22nd June, 2024. The Company has received necessary disclosures and notice with respect to appointment of Mr. Aggarwal.

A brief resume of the directors proposed to appointed/ re-appointed at the ensuing AGM, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.

In the opinion of the Board, all directors including the directors appointed / re-appointed during the year possess requisite qualifications, experience and expertise and hold high standards of integrity. The list of key skills, expertise and core competencies

of the Board is provided in the Report on Corporate Governance.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Anurag Bansal, Whole Time Director (DIN: 00003294) retired by rotation at the 29th Annual General Meeting and being eligible was reappointed by the shareholders. Further, Mr. Himanshu Gupta, Non-Executive Director (DIN: 03187614) is liable to retire by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting of the Company.

Change in Designation

During the year under review, the Board of Directors obtained the approval of the shareholders by way of postal ballot on 21st September, 2023 for change in designation of Mrs. Shruti Aggarwal from Non-Executive Director to Whole Time Director of the Company w.e.f. 9th August, 2023 in accordance with the applicable provisions of law.

Cessation

In accordance with the provisions of section 149 and 152 of the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the second term of appointment of four (4) Independent Directors of the Company namely Mr. Chandra Wadhwa, Mr. Hari Das Khunteta, Mr. Kundan Mal Agarwal and Dr. Madhu Vij completed with the closure of working hours of 31st March, 2024.

The Board placed on record its appreciation for the valuable services rendered by all outgoing Directors.

Declaration by Independent Directors

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Company has also received from them declaration of compliance of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs, Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possesses relevant expertise and experience and their continued association as Director will be of immense benefit and in the best interest of the Company.

As at 31st March, 2024, the Key Managerial Personnel of the Company pursuant to section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 were as follows:
Key Managerial Personnel
a)	Mr. Subhash Chand Aggarwal, Chairman & Managing Director
b)	Mr. Mahesh C. Gupta, Vice Chairman & Managing Director
c)	Mr. Ajay Garg, Director & CEO
d)	Mr. Anurag Bansal, Whole Time Director
e)	Mrs. Shruti Aggarwal, Whole Time Director1
f)	Mr. Suman Kumar, Company Secretary
g)	Mr. Vinod Kumar Jamar, Chief Financial Officer
The detailed information with respect to Board of Directors and Key Managerial Personnel (KMP) in the Corporate Governance Report which is forms part of this Annual Report.		is prescribed

and revision in remuneration of directors, KMP and SMP is executed in accordance with the said policy.

The policy is available on the website of the Company at https://smcindiaonline.com/wp-content/uploads/2021/09/NOMINATIO N-AND-REMUNERATION-POLICY.pdf

The Board has also formulated and adopted the policy on the ''Diversity of the Board''.

Board Committees and Number of Meetings of the Board and Board Committees

As on March 31, 2024, the Board has following statutory Board committees in the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholder''s Relationship Committee

5. Risk Management Committee

Due to the cessation of some independent

Nomination and Remuneration Policy

Your Company has in place, a policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company i.e. Nomination and Remuneration policy, which inter alia includes the criteria for determining the qualifications, positive attributes, independence of directors and other matters relating to appointment and payment of remuneration to directors and senior management personnel of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel & Senior Management Personnel.

The policy ensures that the remuneration is aligned to the overall performance of the Company. Further, the remuneration paid to the directors and senior management is in line with the remuneration policy of the Company.

All the appointments/reappointments

directors in the Company, there was a need of reconstitution as well as introduction of new Directors on Board of the committees in the Company. Accordingly, the Board of Directors reconstituted the abovementioned statutory committees effective from 1st April 2024. In this regard, the updated terms of reference was also approved for all the committees. The details of composition, terms of reference and number of meetings conducted during the year is provided in the Corporate Governance Report annexed to this Annual Report.

During the year, all recommendations made by the committees were approved by the Board.

Apart from above said statutory committees of the Board, the Company also has the following non-statutory Board Committees:

1. Borrowing, Investments and Loan (BIL) Committee.

2. Operational Decision Making (ODM) Committee.

3. Business Responsibility and Sustainability Committee

4. Non-Convertible Debenture Committee.

Code of Conduct for Directors and Senior Management Personnel

Your Company has in place, a Code of Conduct for the Board of Directors and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior management personnel of your Company have complied with the code as mentioned hereinabove.

The code of conduct for directors and senior management personnel of the Company is in conformity with the requirements of the Listing Regulations and is placed on the website of the Company at

https://smcindiaonline.com/wp-

content/uploads/2018/04/Code-of-

Conduct.pdf

All the directors of the Company and Senior Management Personnel have affirmed compliance with Company''s Code of Conduct for Directors and Senior Management during the financial year 2023-24 and a declaration to that effect, signed by the CEO of the Company is enclosed to this Annual Report.

Management Discussion and Analysis Report

Pursuant to the provisions of Regulation 34 of Listing Regulations, the Management discussion and analysis report is annexed to this annual report.

Board Meetings and Annual General Meeting

During the year 2023-24, Five (5) Board Meetings were conducted i.e. on 18th May 2023, 09th August, 2023, 07th November, 2023, 05th February, 2024 and 30th March, 2024 in accordance with the provisions of Companies Act,

2013 and SEBI Listing Regulations. A detailed discussion on Board Meetings including the attendance of the directors can be referred in the Corporate Governance Report annexed to this Annual Report.

The 29th Annual General Meeting (AGM) of the Company was held on Friday, 30th June, 2023. Further, the 30th Annual General Meeting of the Company for the financial year 2023-24 is scheduled to be held on Saturday, 22nd June, 2024.The details of agenda to be discussed at the 30th Annual General Meeting of the Company forms part of the Notice of the Meeting.

Apart from the above said 29th Annual General Meeting of the Company, no Extra-Ordinary General Meetings were conducted/held during the financial year 2023-24.

Postal Ballot

During the year, the Company conducted two postal ballots to obtain shareholders'' approval on significant matters impacting corporate governance and strategic appointments. These ballots were facilitated through e-voting facilities, ensuring shareholder participation and transparency in decision-making processes.

The first postal ballot, conducted from 23rd August, 2023, to 21st September, 2023, sought shareholder approval for the appointment of Mr. Hemant Bhargava and Mr. Dinesh Kumar Sarraf as Non-Executive Independent Directors of the Company for a period of five years, effective from 09th August, 2023. Additionally, the ballot included a proposal for the change in designation of Mrs. Shruti Aggarwal from Non-Executive Director to Whole Time Director of the Company, also effective from 09th August, 2023. The approval of shareholders for the above

resolutions became effective from 21st September, 2023.

The second postal ballot, conducted from 15th November, 2023, to 14th December, 2023, sought approval for the appointment of Mrs. Shweta Aggarwal to hold an office or place of profit as Consultant in the wholly owned subsidiary of the Company, namely SMC Capitals Limited, effective from 07th November, 2023. This appointment was approved by the Board of Directors of the Company at its meeting held on 07th November, 2023. The approval of shareholders for the appointment of Mrs. Shweta Aggarwal became effective from 14th December, 2023.

Meetings of Independent Director

The Independent Directors of your Company meet at least once in a financial year, without the presence of other executive or non-executive directors. During the year, a separate meeting of independent directors of the Company has been conducted on 18th March, 2024 inter alia, to perform the following:

a) Review the performance of NonIndependent Directors and the Board as a whole,

b) Review the performance of the Executive Chairman of the Company (considering the views of the Executive and Non-Executive Directors),

c) Review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The aforementioned exercise was duly carried out by the Independent

Directors in accordance with the provisions of law.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2) (f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated May 5, 2021; your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators.

The BRSR is mandatory for the top 1000 listed companies by market capitalization as per the provisions of the Listing Regulations. Accordingly, the requirement of business responsibility and Sustainability reporting has become applicable on the Company for the first-time on the basis of its ranking among the top 1000 listed companies in India as per the market capitalization issued by NSE and BSE as on 31st March, 2022.

During the year under review, your company did not fall under top 1000 listed companies in India on the basis of market capitalization; however above said provisions relating to BRSR is still applicable on the Company for the financial year 2023-24.

Accordingly, BRSR report drafted as per the provisions of the SEBI Listing Regulations and SEBI Circular issued time to time in this regard, describing the initiatives undertaken by the Company during financial year 2023-24 from an environmental, social and governance perspective has been

annexed to this annual report.

Details of policy developed and implemented by your Company, on its Corporate Social Responsibility (CSR) initiatives:

Your Company strives to be a socially responsible Company and strongly believes in development, which is beneficial for the society at large, as a part of its Corporate Social Responsibility ("CSR") initiatives. The Company has in place a CSR policy in line with Schedule VII of the Act. The focus areas for the purpose of CSR during the year were:

1. Promoting Health care including preventive health care.

2. Promotion of Education.

3. Upliftment of weaker sections of the society

As per the Companies Act, 2013, as prescribed, companies are required to spend at least 2% of their average net profits of the three immediately preceding financial years. Accordingly, your Company has spent Rs. 244.09 lakhs, towards the CSR activities on standalone basis and Rs. 320.50 Lakhs on consolidated basis during FY 2023-24.

The Company complies with the provisions of section 135 of the Companies Act, 2013 and rules made there under, if any and has framed and implemented a CSR policy, which is available on the website of the Company at

https://smcindiaonline.com/wp-

content/uploads/2021/09/CORPORATE-

SOCIAL-RESPONSIBILITY-POLICY-1.pdf

Further, the detailed elaboration on the actual CSR spending of the Company on various activities can be referred from the Annual Report on Corporate Social Responsibility Activities as is annexed to this Report as Annexure 2.

Criteria of making the payments to Non-Executive Directors

The criteria of making the payments to the Non-Executive Directors are published on the website of the Company at

https://smcindiaonline.com/wp-

content/uploads/2021/09/CRITERIA-

FOR-MAKING-PAYMENTS-TO-NED.pdf

Policies

During the year, the Company had implemented all the policies required under the Companies Act, 2013 and the Listing Regulations. The Company ensures compliance of all the provisions mentioned in the policies read along with the applicable law. The policies are available on the website of the Company at

https://smcindiaonline.com/index.php

/investors/

Directors & Officers Insurance Policy

The Company has an appropriate Directors and Officers Liability Insurance Policy which provides indemnity in respect of liabilities incurred as a result of their office. The policy is renewed every year by the Company.

The coverage of the insurance extends to all directors of the Company including the Independent directors.

Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by the Company.

Corporate Governance Report

In compliance with the provisions of Regulation 34 of Listing Regulations, a separate report on Corporate Governance, along with certificate from the Auditors on its compliance, forms part of this Annual Report.

Annual Return

Pursuant to the provisions of section 92(3) and section 134(3)(a) of the Companies Act, 2013, the annual return as on 31st March, 2024 in the prescribed format is available at company''s website at https://smcindiaonline.com/wp-content/uploads/2021/09/Annual-Retrun-F.Y-2023-24.pdf

Particulars of Loans, Guarantee and Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.

Auditor and Auditor''s Report

Pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s R. Gopal & Associates, Chartered Accountants bearing firm registration no. 000846C were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting of the Company.

M/s R. Gopal & Associates, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of this Annual Report 2023- 24. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of

Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

In this regard, the term of the above said statutory auditors is going to expire at the ensuing 30th Annual General Meeting of the Company. Hence, your Board of Directors recommends appointment of M/s P. C. Bindal & Co., Chartered Accountants (FRN 003824N) as Statutory Auditors of the Company by the Members at the 30th Annual General Meeting of the Company for a term of five consecutive years, to hold office from the conclusion of the 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting of the Company.

During the year under review, the Company or its subsidiaries or its joint venture company has not availed any service from the statutory auditor of the Company during the FY 2023-24 which are prohibited non-audit services mentioned under clause (a) to (i) of section 144 of the Companies Act, 2013.

The Auditor''s Report for the FY 2023-24 is enclosed with the financial statements in this Annual Report. In this regard, the report does not contain any qualification, reservation or adverse remark. Further, there are no instances of any fraud reported by the Auditors of the Company in pursuance of section 143(12) of the Companies Act, 2013.

Qualification/Reservation/Adverse Remarks of the Statutory Auditor

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor and its Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s A. K. Roy & Associates, Practicing Company Secretaries Firm, to conduct the secretarial audit for FY 2023-24. The Secretarial Audit Report in form MR-3 for the financial year ended 31st March, 2024 is annexed herewith and marked as Annexure 3.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report pertaining to financial year 2023-24.

Further, in accordance with the provisions of Regulation 24A of the Listing Regulations, the material subsidiaries of the Company i.e. Moneywise Financial Services Private Limited and SMC Insurance Brokers Private Limited have also conducted their secretarial audit for FY 2023-24.

The Secretarial audit report of Moneywise Financial Services Private Limited and SMC Insurance Brokers Private Limited does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

Pursuant to the provisions of Regulation 24A of the Listing Regulations read with SEBI circular dated 8th February, 2019, the Board of Directors of the Company had appointed M/s A. K. Roy & Associates, Practicing Company Secretaries Firm to conduct annual secretarial audit for FY 2023-24 pertaining to compliance of all applicable SEBI Regulations and circulars/guidelines issued there under.

Qualification/Reservation/Adverse Remarks of the Auditor

The Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo

During the year, ended 31st March, 2024, there were foreign currency earnings of Rs. 658.52 Lakhs and the foreign exchange outgo was of Rs.

43.89 Lakhs.

The Company being in a stock broking business does not have any industrial or energy intensive operations. Hence, the provisions mentioned under Rule 8(3) of Companies (Accounts of Companies) Rules, 2014 are not applicable on the Company.

In this regard, the Company is cognizant of the importance of adopting measures for optimum energy utilisation and conservation.

Particulars of remuneration of Directors/ KMP/ Employees

The SMC Group employs around 4,264 employees as on 31st March, 2024 leveraging a strong partnership and ownership culture. In terms of the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(including any statutory amendment or modification thereof), a statement showing the names and other particulars of top ten employees of the Company and such other employees drawing remuneration in excess of the limit said out in the said Rules are provided in this Report and marked as Annexure 4.

Disclosures pertaining to remuneration and other details of Directors 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 (including any amendment or modification thereof) are also provided in this Report and marked as Annexure 5.

Unclaimed dividend and shares

Pursuant to the provisions of section 124(5) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,

2016, relevant amount which remained unpaid or unclaimed for a period of seven years should be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF). During the year, your Company has transferred the Unpaid and Unclaimed Final Dividend pertaining to FY 2015-16 of Rs. 2,14,790 (Two Lakh Fourteen Thousand Seven Hundred And Ninety Only) and Interim Dividend pertaining to FY 2016- 17 of Rs. 1,91,580 (One Lakh

Ninety One Thousand Five Hundred And Eighty Only)to IEPF in accordance with IEPF Rules.

Pursuant to Section 124 (6) of the Companies Act, 2013 and read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time) read with applicable provisions of the Companies Act, 2013, all the underlying shares in respect of which dividends are not claimed/paid for the last seven consecutive years or more are liable to get transferred to the IEPF DEMAT Account with a Depository Participant as identified by the IEPF Authority. Accordingly, as on 31st March, 2024, total, 3,31,417 (Three Lakhs Thirty One Thousand and Four Hundred Seventeen Only) equity shares of face value Rs. 2/- each are held in IEPF Demat account.

In this regard, the notice of the ensuing Annual General Meeting provides the detailed list of unpaid dividend declared up to the date. Hence, Shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

Credit Rating
S.No.	Instrument	i Credit rating
1.	Commercial Paper	[ICRA] A1 ; reaffirmed/assigned
2.	Long-term/short-term fund-based/non-fund based bank lines	[ICRA] A (Stable)/[ICRA] A1 ;reaffirmed
3.	NCD	[ICRA] A (Stable); assigned / CRISIL A (Stable) (Assigned)

Cyber Security

The Company has formulated and implemented cyber security policies. The Company has been very adaptive and resilient to the changes in the environment and continues to ensure optimum level of cyber security in the Company.

Further, during the year, the Company has created awareness about cyber security among senior officials, including Directors of Company by organizing a seminar/ webinar.

Further, there is no incident and threat has been reported during the financial year 2023-24 pertaining to Cyber Security.

Human resource engagement and development

Employee engagement is becoming one of the most important indicators in gauging work satisfaction. Your Company believes in investing in employee engagement by increasing their productivity, work quality and retaining the talent in the organization.

Every employee of the Company is imparted with an orientation programme called ''Abhinandhan'' so as to familiarize the employee with the culture and processes of the organization.

Further, the Senior Management Personnel of the Company continuously interact with the concerned employees of each department, for keeping them motivated and conveying the expectation of the Company. HR regularly talks about Career Progression, Culture and Values followed within the Organization for establishing a mutual connect. The Company periodically undertakes sessions/webinars, both physically and virtually on subjects such as mental health, emotional and psychic wellbeing etc. for the overall wellbeing of employees.

Cost records and Cost Audit

The maintenance of cost records and conducting of cost audit in accordance with the provisions of section 148(1) of

the Companies Act, 2013 are not applicable as the Company is not involved in the business of production or manufacturing of goods or providing of services as is mentioned under Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

Fraud Reporting

During the year, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees which has to be reported in the Annual Report.

Acknowledgements

Your directors value the professionalism and commitment of all employees of the Company and place on record their appreciation and contribution to the excellence of the Company. Your Board also expresses their gratitude to the stakeholders of the Company for their continuous support and cooperation.

Cautionary Statement

The statements in the Board''s Report and Management Discussion and Analysis, describing the Company''s objectives, outlook, opportunities and expectations which may constitute "Forward Looking Statements". Accordingly, the actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company''s operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.

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Mar 31, 2012

Dear Shareholders,

The Directors are pleased to present the 18th Annual Report along with the Audited Accounts for the Financial Year ended on 31st March, 2012.

FINANCIAL RESULTS (STANDALONE)

Year ended Year ended March 31st, 2012 March 31st, 2011 (Amount in Rs,) (Amount in Rs.)

Total Income 1,724,122,340 2,081,950,682

Net Profit before Taxation 13,802,844 61,930,949

Less: Provision for Taxation 5,960,975 24,926,520

Net Profit after Taxation 7,841,869 37,004,429

INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY

Information on the operational, financial performance, etc. of the Company is given in the Management Discussion and Analysis Report, which is annexed to this Report and it has been prepared in accordance with Clause 49 of the Listing Agreement.

DIVIDEND

Keeping in mind, the lower volumes and the resultant lower profitability for the year and the consequent need to maintain the liquid funds of the Company, the Directors have decided not to recommend any dividend this year.

FIXED DEPOSITS

As on 31st March, 2012, the company has neither any unclaimed nor any overdue amount of any deposit pursuant to the provisions of Non-Banking Financial Companies (Reserve Bank) Directions, 1997 and the company has not accepted any deposits during the financial year.

ISSUE OF BONUS SHARES, SUB-DIVISION/SPLIT IN FACE VALUE OF EQUITY SHARES:

The Board of Director at its meeting held on 18th June, 2012, has decided to sub-divide/split the face value of equity shares of face value of Rs. 10/- each into 5 (Five) equity shares of the face value of Rs. 2/- each in order to enhance the liquidity in the capital market, widen shareholder base and to make the shares affordable to the small investors.

If sub-division of face value of share as recommended by the Board of Directors is approved at the Annual General Meeting, the effect will be given to those shareholders whose names appear as beneficial owner as on Record Date (End of the Day) as per the beneficial owners position to be downloaded from NSDL & CDSL in respect of the shares held in electronic form and as members in the Register of Members of the Company after giving effect to all valid share transfer in physical form lodged with the Company/RTA on or before the Record Date (End of the Day) to be determined by the Board for the said purpose.

Further, the Board of Directors of your Company has approved to issue fully paid up bonus share to the members of the company in ratio of one equity share for every one equity share held by members, by capitalizing Reserve and Surplus/Securities Premium Reserve or such other accounts as are permissible to be utilized for the purpose, as per the audited accounts of the Company for the financial year ended March 31st, 2012, of the Company to such Members whose name shall appear on its Register of Members or in the respective beneficiary account with their respective Depository Participants on the Rs.Record DateRs. to be determined by the Board for the said purpose.

CHANGE IN SHARE CAPITAL

On 30th November, 2011, the Company has issued and allotted 4,67,371 equity shares to Sanlam International Investment Partners Limited of face value of Rs. 10/- each at a premium of Rs.992.95/- each through Private Placement on Preferential basis. Consequently, the Paid up equity share capital of the Company rose to 10,945,758 equity shares of face value of Rs. 10/- each from 1 0,478,387 equity shares of face value of Rs.10/-each.

On 29th June, 2012, the Company has issued and allotted further 3,67,687 equity shares to Sanlam International Investment Partners Limited of face value of Rs.10/- each at a premium of Rs.1105.10/- each through Private Placement on Preferential basis. Consequently, the paid up equity share capital of the Company rose to 11,313,445 equity shares of face value of Rs. 10/- each from 10,945,758 equity shares of face value of Rs. 10/- each.

DIRECTORS

Mr. Rakesh Gupta, Whole time Director of the Company, has resigned from the office of Whole-time Director including Directorship thereof w.e.f. 9th March, 2012.

Mr. Deba Prasad Roy, Independent and Non- Executive Director of the company, has resigned from the office of the Director w.e.f. 19th October, 2011.

Mr. Johannes Hendrik Petrus Van Der Merwe, appointed as Non-Executive Director of the Company w.e.f. 16th November, 2011.

Mr. K. M. Agarwal, Independent & Non Executive Director of the company, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Ajay Garg, Whole-time Director of the company, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Mr. Anurag Bansal, Whole-time Director of the company, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

DIRECTORSRs. RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, and after due enquiry, confirm that:

(i) In the preparation of the annual accounts for the financial year ended on 31st March, 2012, the applicable Accounting Standards have been followed and there are no material departures from the same;

(ii) The selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the profit of the Company for that period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the AuditorsRs. Certificate on compliance in this regard and Managing DirectorRs.s declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreements with the Stock

Exchanges is annexed and forms part of the DirectorsRs. Report.

AUDITORS

M/s Atul & Rajinder, Chartered Accountants, who retire at the ensuing Annual General Meeting, are being eligible, for re-appointment as Statutory Auditors of the Company. They have furnished a Certificate to the effect that their re-appointment if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

The Board of Directors recommended appointment of M/s Atul & Rajinder, Chartered Accountants, as Statutory Auditors of the Company for the financial year 2012-13.

LISTING AGREEMENT(S)

The securities of the Company are listed on Delhi Stock Exchange Ltd. (DSE), The Calcutta Stock Exchange Limited (CSE), Ludhiana Stock Exchange Ltd. (LSE), Ahmedabad Stock Exchange Ltd. (ASE) and The Gauhati Stock Exchange Limited (GSE). The Company has paid Annual Listing Fee of all the five stock exchanges.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2012 following nine companies are the subsidiaries of the Company:

1. SMC Comtrade Ltd. (Commodity Broking)

2. SMC Insurance Brokers Private Ltd. (Direct Insurance Broker)

3. SMC Comex International DMCC (Commodity Broking)

4. SMC Investments and Advisors Ltd. (Formerly Sanlam Investments and Advisors (India) Ltd. prior to that SMC Wealth Management Services Ltd.) (Wealth Management & PMS)

5. Moneywise Financial Services Private Ltd.

(NBFC - Margin Financing in Secondary Market and in Public Offerings of IPOs, FPOs , Bonds etc.)

6. SMC Capitals Ltd. (Category-I Merchant Banker)

7. SMC ARC Ltd. (Proposed ARC Business)

8. SMC Finvest Limited (Erstwhile Sanlam Investment Management (India) Limited became subsidiary w.e.f. 16th February,2012

9. Moneywise Finvest Limited (Erstwhile Sanlam Trustee Company (India) Limited became subsidiary w.e.f. 11th January, 2012

There has been no material change in the nature of business of the subsidiaries. The Company has prepared Consolidated Financial Statement in strict compliance with the accounting standards and listing agreement(s) executed with the stock exchanges where the shares of the Company are currently listed. In compliance with Clause 32 of the Listing Agreement, audited consolidated financial statements form part of this annual report.

As per Section 212 of the Companies Act, 1956, we are required to attach the DirectorsRs. Report, Balance Sheet and Profit and Loss Account of our subsidiaries to our annual report. The Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/2011 dated 8th February, 2011 has provided an exemption to companies from complying with Section 212 provided such companies publish the audited consolidated financial statements in the annual report. As we have published the annual consolidated financial statements in the annual report 2011-12, therefore it does not contain the financial statements of our subsidiaries.

The statement pursuant to Section 212 of the Companies Act, 1956 read with General Circular No. 2/2011 dated 8th February, 2011, containing information on brief financial details of the each subsidiary for the financial year ended on 31-03-2012 has been disclosed in this annual report.

The accounts of the subsidiary companies and the related detailed information will be made available to any shareholder of the holding as well as subsidiary companies seeking such information at any point of time and are also available for inspection by the members of the Company as well as its subsidiary companies at the registered office of the Company and its subsidiaries concerned.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 217 (1) (d) OF THE COMPANIES ACT, 1956

No material changes and commitments, have taken place between the end of the financial year of the company to which the balance sheet relates and the date of report, which affects the financial position of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

There are no foreign exchange earnings during the year under review. However, foreign exchange outgo of Rs. 44,310,000 has been reported during the year on account of Management and Advisory Services.

PARTICULARS OF EMPLOYEES

Statement of particulars of employees as required under section 217(2A) of the Companies Act, 1956 and the rules framed there under forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the reports and accounts are being sent to all the members and others entitled thereto excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining a copy of the statement may write to the Company Secretary of the Company at the registered office of the Company.

ACKNOWLEDGMENT

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

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

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

For and on Behalf of the Board

sd/-

S. C. Aggarwal

(Chairman & Managing Director)

Place: New Delhi

Date: 29th June, 2012

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Mar 31, 2011

The Directors are pleased to present the 17th Annual Report along with the Audited Accounts for the Financial Year ended on 31st March, 2011.

FINANCIAL RESULTS (STANDALONE) Year ended Year ended March 31st, 2011 March 31st, 2010 (Amount in Rs) (Amount in Rs)

Total Income 2,081,720,773 2,106,644,577

Net Profit Before Taxation 61,701,040 62,548,133

Less: Provision for Taxation 22,440,524 31,620,434

Net Profit after Taxation 39,260,516 30,927,699

Less: Adjustment for prior period Income Tax 2,485,996 1,312,000

Less: Adjustment for prior period expenses(income) (29,909) (6,519)

Net Profit Available For Appropriations 37,004,429 29,622,218 APPROPRIATIONS

Amount transferred to General Reserve

Balance carried to Balance Sheet 37,004,429 29,622,218

INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

Information on the operational, financial performance, etc. of the Company is given in the Management Discussion and Analysis Report, which is annexed to this Report and has been prepared in accordance with Clause 49 of the Listing Agreement.

DIVIDEND

The Company has been continuing its massive expansion drive and would require substantial outflow of funds. Further, after looking towards future opportunities and considering other factors, your Directors believe for the betterment of the Company and growth in terms of capital appreciation, fund should be re-invested into the Company and hence not declaring dividend.

FIXED DEPOSITS

As on 31st March, 2011 the company has neither any unclaimed nor any overdue amount of any deposit pursuant to the provisions of Non-Banking Financial Companies (Reserve Bank) Directions, 1997 and the company has not accepted any deposits during the financial year.

CHANGE IN SHARE CAPITAL DURING THE FINANCIAL YEAR2010-11

There is no change in share capital structure of the company during the financial Year 2010-11. However, the Company has obtained the consent of the shareholders in their meeting dated 20th December, 2010 for the allotment of Rs. 4,67,371 Equity Shares to SANLAM International Investment Partners Limited of face value of Rs. 10/- each at a premium of Rs. 992.95/- each and the same is pending for allotment.

DIRECTORS

Mr. Rakesh Gupta, Whole-time Director, who retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for the re-appointment. Mr. Pradeep Aggarwal, Whole-time Director of the company, who retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for the re-appointment. Mr. Pawan Kumar Bansal, Independent & Non Executive Director of the company, who retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for the re-appointment. Mr. Satish Chandra Gupta, who was appointed as an Additional Director of the company on 30th May, 2011 and in respect of whom the company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. Satish Chandra Gupta for the office of director in terms of section 257 of the Companies Act, 1956.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA)

of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management and after due enquiry, confirm that:

(i) In the preparation of the annual accounts for the financial year ended on 31st March, 2011, the applicable Accounting Standards have been flowed and there are no material departures from the same;

(ii) The selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the profit of the Company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a ''going concern'' basis;

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the Auditors'' Certificate on compliance in this regard and Managing Directors'' declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel''s attached and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement(s) with the Stock Exchanges is annexed and forms part of the Directors'' Report.

AUDITORS

M/s Atul & Rajinder, Chartered Accountants, who retire at the ensuing Annual General Meeting are being eligible, tor re-appointment as Statutory Auditors of the Company. They have furnished a Certificate to the effect that their re- appointment if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956.The Audit Committee and the Board of Directors recommended appointment of M/s Atul & Rajinder, Chartered Accountants, as Statutory Auditors of the Company for the financial year 2011-12.

LISTING AGREEMENT(S)

The securities of the Company are listed on Delhi Stock Exchange Ltd. (DSE), The Calcutta Stock Exchange Limited ((DSE), Ludhiana Stock Exchange Ltd. (LSE), Ahmedabad Stock Exchange Ltd. (ASE) and The Gauhati Stock Exchange Limited (GSE). The Company has paid Annual Listing Fee of three stock exchanges and Listing Fee of GSE and ASE is pending due to non-receipt of bill from the respective exchanges.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2011 following seven companies are the subsidiaries of the Company:

SMC Comtrade Ltd. (Commodity Broking)

SMC Insurance Brokers Private Ltd. (Direct Insurance Broker)

SMC Comex International DMCC (Commodity Broking)

SMC Investments and Advisors Ltd. (Formerly Sanlam Investments and Advisors (India) Ltd. prior to that SMC Wealth Management Services Ltd.) (Wealth Management & P MS)

Moneywise Financial Services Private Ltd. (Margin Funding)

SMC Capitals Ltd. (Category-I Merchant Banker)

SMCARC Ltd. (Proposed ARC Business)

There has been no material change in the nature of business of the subsidiaries. The Company has prepared Consolidated Financial Statement in strict compliance with the accounting standards and listing agreement(s) executed with the stock exchanges where the shares of the Company are currently listed. In compliance with Clause 32 of the Listing Agreement, audited consolidated financial statements form part of this annual report. As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of our subsidiaries to our annual report. The Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/2011 dated 8th February, 2011 has provender an exemption to companies from complying with Section 212 provender such companies publish the audited consolidated financial statements in the annual report. As we have published the annual consolidated financial statements in the annual report 2010-11, -therefore it does not contain the financial statements of our subsidiaries. The statement pursuant to Section 212 of the Companies Act, 1956 read with General Circular No. ./2011 dated 8th February, 2011 containing information on brief financial details of the each subsidiary for the Financial Year ended on 31st March, 2011 has been disclosed in this Annual Report. The accounts of the subsidiary companies and the related detailed information will be made available to any shareholder of the holding as well as subsidiary companies seeking such information at any point of time and are also available for inspection by the members of the Company as well as subsidiary companies at the registered office of the Company and subsidiaries concerned.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 217 (1) (d) OF THE COMPANIES ACT, 1956

The Company has obtained the consent of the shareholders in their meeting dated 15th June, 2011 for the allotment of Rs. 3,67,687 Equity Shares to SANLAM International Investment Partners Limited of face value of Rs. 10/- each at a premium of Rs. 1105.10 each and the allotment of the same is pending.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

There are no foreign exchange earnings during the year under review. However, foreign exchange outgo of Rs.0.78 Lacs has been reported during the year on account of travelling expenses.

GROUP FOR INTER-SE TRANSFER OF SHARES

As required under Regulation 3(1) (e) (i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 persons constituting "Group" (coming within the definition of the "group" as defied under the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of veiling exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid Regulations, are given in the Annexure A attached herewith and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

Statement of particulars of employees as required under section 217(2A) of the Companies Act, 1956 and the rules framed there under forms part of this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the reports and accounts are being sent to all the members and others entitled thereto excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining a copy of the statement may write to the Company Secretary of the Company at the registered office of the Company.

ACKNOWLEDGMENT''

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, shareholders, registrar and share transfer agent, median their agencies. The Board place on record its sincere appreciation towards the Company''s valued customers in Indian and abroad for the support and confidence reposed by them in the organization and looks forward to the continuance of thin supportive relationship in future. Your Directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.

For and on Behalf of the Board

sd/-

S. C. Aggarwal

(Chairman & Managing Director)

Place: New Delhi

Date : 10th August, 2011

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Mar 31, 2009

The Directors have immense pleasure in presenting this 15th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts tor the Financial Year ended on 31st March, 2009. Your Company recorded a satisfactory performance for the year ended March 31, 2009 in the face of one of the toughest global economic downturn ever witnessed in history. Total income of the Company remained almost sameas compared to total income for the year ended March 31, 2008 despite substantial drop in market turnover / volume. However, the net profit of the company decreased substantially due to business expansion, enhanced manpower cost, legistative changes in the treatment of STT etc

FINANCIAL RESULTS (STANDALONE)

Year ended Year ended March 31st 3009 Marth 31st 2008 (Amount In Rs.) (Amount In Rs.)

Total Income 1,453,428,807 1.467,661,221

Net Prom before Taxation 7,096,096 681.331,004

Less: Provision for taxation (10,057,502) 227,317,277

Net Profit after taxation 17,153,598 454.013.727

Less Adjustment for prior period 6,234,071 - income Tax

Less: Adjustment for prior period

Expense /lncome 1137,180 5,857.329

Less Unconsumed off written off - 158.260.421

Net profit available for appropriations 11,056,707 289,895,977

APPROPRIATIONS

Amount transferred to General Reserve - 100,000,000

Balance tarried to Balance Sheet 11.056,707 189.695,977

DIVIDEND

The Company has taken massive expansion drive and would require substantial out flow of funds Hence. in view of the same the Company is not declaring any dividend this year also

FIXED DEPOSITS

As on 31st March, 2009 the company has neither any unclaimed nor any overdue amount of any deposit pursuant to the provisions of Non- Banking financial Companies (Reserve Bank) Directions, 1997 and the company has not accepted any deposits during the financial year

INCREASE IN SHARE CAPITAL DURING THE FINANCIAL YEAR 2008-09.

During the financial year 2008-09, paid- up equity share capital of the Company has been increased by RS. 1,886,460consequent to allotment of 188,646 equity shares of the face value of Rs. 10/- each to Bennett, Coleman & Co Ltd. through points placement on preferential basis.

DIRECTORS

Mr C.M. Agarwal independent & Non-Executive Director of the company, who retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for the reappointment.

Mr N.D, Gupta, Independent & Non-Executive Director of the company, who retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Mr Ajay Garg, who was appointed as an Additional Director of the Company on 28th day of March, 2009 and in respect of whom the company has received a notice in writing from a member signifying his intention to propose the candidature of Mr Ajay Garg for the office of director in terms of section 257 of the Companies Act, 1956. further, he became the Whole time Director of the company w.e.f 28th day of March, 2009.

Mr. Anurag Bansal who was appointed as an Additional Director of the Company on 28th day of March, 2009 and in respect of whom the company has received a notice in writing from a member signifying his intention to propose the candidature of Mr Anurag Bansal for the office of director in terms of section 2S7 of the Companies Act, 1956. Further, he became the Whole time Director of the company w.e.f 28thday of March,2009

Mr K C. Batra ceased to be a Director we.f 30thday of January. 2009.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement pursuant to the requirement under section 21 7(2AA) of the Companies Act, 1956, with respect to Directors" Responsibility Statement and hereby confirm that:

(i) In the preparation of the annual accounts for the financial year endedon31st March,2009,the applicable Accounting Standards have been followed along with proper explanation relating to material departures,

(n) The appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 i.e. 31* March, 2009 and of the profit or loss of the Company for the financial year ended 31st March. 2009,

(iii) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

The Company is committed to highest standards of Corporate Governance, Your Company has implemented several best Corporate Governance practices as prevalent globally. The governance philosophy of the Company rests on the following basic principles:

Safeguarding and protecting the interest of shareholders

i) Disclosure of timely and accurate information

(ii) Impartiality in treatment of alt shareholders and

iv) Practical guidance and efficient monitoring by the Board

Pursuant to the Clause 49 of the Listing Agreement with the Stock Exchanges, the following forms part of this Annual Report and same has been furnished separately

a) Managing Directors declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel

b) Management Discussion and Analysis Report

c) Report on the Corporate Governance

d} Auditors certificate regarding compliance of conditions of Corporate Governance

AUDITORS

M/s Rajendra Chauhan & Co,, Chartered Accountants, have expressed their inability to continue as Statutory Auditors of the Company for the financial year 2009-10 and has forwarded their resignation. The Board has approved the resignation of M/s Rajendra Chauhan & Co., Chartered Accountants, who will acts as Statutory Auditors of the Company till the conclusion of this Annual General Meeting and proposed the appointment of M/s Atul & Rajinder, Chartered Accountants, New Delhi, as recommended by the Audit Committee of the Company, as Statutory Auditors of the Company for the Financial Year 2009-10.

The Company has received letter from M/s Atul & Rajinder, Chartered Accountants, Mew Delhi, to the effect that their appointment if made, would be within the prescribed limits under Section 224 (18) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act

LISTING AGREEMENTS

The securities of the Company are listed on Delhi Stock Exchange Ltd. (DSE), The Calcutta Slock Exchange Association Limited (CSE), Ludhiana Stock Exchange Ltd. (ISE) Ahmedabad Stock Exchange Ltd, (ASE) and The Gauhati Stock Exchange Limited (GSE>, The Company has paid Annual Listing feeofall the five stock exchanges.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Ason31st lMarch,2009.following six companies were the subsidiaries of the Company:

i) SMC Com trade Limited (Commodity Broking)

ii) SMC Insurance Brokers Private Limited (Direct Insurance Broker)

iii) SMC Comex International

DMCC (Commodity Broking}

iv) SMC Wealth Management Services Limited (Wealth Management & PMS)

v) Moneywise Financial Services Private Limited (NBFC Activities)

v.) smc Capitals Limited (Category Merchant Banker)

The Company had three subsidiaries at the beginning of the financial year. We have added three subsidiaries during the financial year 2009 09 namely SMC Wealth Management Services Ltd., Moneywise financial Services Pvt. Ltd and SMC Capitals Ltd

We have also added one more subsidiary namely SMC ARC Ltd. for doing asset reconstruction business which was incorporated on 25th May 2009. Hence, at present, the Company has seven subsidiaries.

There has been no material change in the nature of business of the subsidiaries. The Company has prepared Consolidated Financial Statement in strict compliance with the accounting standards and listing agrccmcnt(s) executed with the stock exchanges where the shares of the Company are currently listed. In compliance with Clause 32 of the Listing Agreement, audited consolidated financial statements form part of this annual report.

The Company has taken exemption under section 212 (8) of the Companies Act, 1956 from the Ministry of Corporate Affairs, Government of India from attaching the annual audited accounts of the subsidiary companies with the Annual Report as provided under Section 212 {1} of the Companies Act, 1956 in compliance with the terms of the exemption letter dated 29-07 2009 issued by the Ministry of Corporate Affairs in the said matter, the statement containing brief financial details of the Subsidiaries for the Financial Year ended on 31 -03-2009 is included in the Annual Report. The Annual Accounts of these subsidiaries along with related detailed information will be made available to any member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/ its subsidiaries at the registered office of the Company. The Annual Accounts of the said subsidiaries will also be available for inspection, as above, at the registered offices of the respective subsidiary companies.

MERGER OF SAM GLOBAL SECURITIES LIMITED WITH THE COMPANY

SAM Global Securities Limited, has merged with the company vide the order of the Honble High Court of Delhi dated 26th February 2009 w.e.f. 1st January 2008. In pursuance to the approved scheme of amalgamation of SAM Global Securities Ltd. with the Company. your Company has acquired the membership of the Bombay Stock Exchange Limited, became the depository participant of NSDL & CDSL and also got its shares listed on The Gauhati Stock Exchange United

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 217 (1)(d) OF THE COMPANIES ACT, 1956

CHANGE IN PAID-UP CAPITAL STRUCTURE FROM THE END OF THE FINANCIAL YEAR 2008 -09 AND UPTO THE DATE OF THE REPORT

Share capital of the Company has been increased / changed consequent to the following:

(A) ALLOTMENT OF EQUITY SHARES IN PURSUANCE TO THE APPROVED SCHEME OF AMALGAMATION OF SAM GLOBAL SECURITIES LIMITED WITH THE COMPANY

The company has issued and allotted 1,835.240 equity shares of the face value of Us. TO/- each to the shareholders of SAM Global Securittes limited (Transferor Company) who were the registered shareholders as on the record date i.e. 25-04-2009 fixed by SAM Global Securities Limited The company has allotted said 1.835.240 equity shares on 8th Way, 2009 to the shareholders of SAM Global Securities Limited in the ratio of 1:6 equity shares i.e. one fully paid up equity share of the face value of Rs. 10/- each of the Company for every six fully paid up equity shares of the face value of Rs. 10/- each of SAM Global Sccurities Limited

(B) CANCELLATION OF CROSS HOLDING OF TRANSFEROR (SAM GLOBAL SECURITIES UMITED) AND TRANSFEREE COMPANY (SMC GLOBAL SECURITIES LIMITED) IN FACH OTHER AS PER THE APPROVED SCHEME OF AMALGAMATION

SAM Global Securities Limited was holding 4,60.000 equity shares of the face value of Rs. 10/- each in SMC Global Securities Limited and SMC Global Securities Limited was holding 970.000 equity shares of the face value of Rs. 107- each in SAM Global Securities Limited. As per the approved scheme of amalgamation, this cross holdings of both the companies has been cancelled

ALLOTMENT OF EQUITY SHARES THROUGH PRIVATE PLACEMENT ON PREFERENTIAL BASIS TO SANLAM INTERNATIONAL INVESTMENT PARTNERS LIMITED

The Board has allotted 90,830 equity aharesand 20.171 equity shares of the face value of Rs. 10/- each for consideration of Rs. 2,792.79 per- equity share to Sanlam International

Investment Partners Limited under Section 81 (1A) of the Companies Act. 1956 through private placement on preferential basis on 22nd day of July, 2009 and 25th day of August, 2 009 respectively.

Further, the Board has allotted 3,82.441 Convertible Share Warrants and 84.930 Convertible Share Warrants at a subscription price of Rs. 265.31 per convertible share warrant to Sanlam International Investment Partners Limited, under Seclion 81 (TA) of the Companies Act, 1956 through private placement on preferential basis on 22nd dayof july 2009 and 25th day of August, 2009 Due to exercise of option of conversion of warrants into equity shares, paid up capital of the Company may increase / modify

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO

Particulars under Companies (Disclosure of particulars in the report of Board of Directors) Rules. 1988, on conservation of energy, technology absorption are not applicable to the Company. The company has made proper disclosure lor foreign exchange earning/outgo during the year under review.

GROUP FOR INTER-SE TRANSFER OF SHARES

As required under Clause 3(1) (e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting Group- (coming within the definition of group* as defined under the Monopolies and Restrictive Trade Practices Act. 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid Regulations, are grven in the An nexure A attached herewith and forms part of this Annual Report

PARTICULARS OF EMPLOYEES

Particulars of Employees required to be furnished pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) (Amendment) Rules, 2002 are setout in the annexure to the Directors* Report. However, as per the provisionsof Section 219 (1) (b) (iv) of the Companies Act, 1956, the reports and accounts are being sent to all the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during business hours on all working days upto the date of this Annual General Meeting, Members, who are interested in obtaining said particulars, may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGMENT

Your directors commend the contribution, dedication. commitment sincerity and hard work of all employees of your company and express their gratitude to the clients, vendors, shareholders, bankers, registrar and share transfer agent, sub- brokers, business associates, financial institutions, investors, media and their agencies for their continued support

for and on Behalf of the Board

Sd/-

S.C. Aggarwal

Chairman & Managing Director

Place : New Delhi

Date : 25th August, 2009

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Mar 31, 2007

The Directors have enormous gratification in presenting the 13th Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2007. The Company has performed extremely well during the year on various operational fronts and business parameters.

FINANCIAL RESULTS Current Year Previous Year Ended 31-03-2007 Ended 31-03-2006 (Amount in Rs.) (Amount in Rs.)

Total Income 589,784,901 386,782,077 Net Profit before Taxation 310,790,197 233,372,302 Less : Provision for taxation 96,202,188 71,232,311 Net Profit after taxation 214,588,009 162,139,991 Less: Adjustment for prior period 6,943,402 Nil Income Tax Less:Adjustment for prior period Exepenses/ Income 45,817 678,015 Less: Unconsumed STT 19,716,489 Nil Net profit available for appropriations 187,882,301 161,461,976

APPROPRIATIONS

Amount transferred to General Reserve 50,000,000 10,000,000 Balance carried to Balance Sheet 137,882,301 151,461,976

DIVIDEND

The company has taken a massive expansion drive and would required substantial outflow of funds. Hence, in view of the same the Company is not declaring any dividend this year.

FIXED DEPOSITS

As on 31st March, 2007 the company has neither any unclaimed nor any overdue amount of any deposit pursuant to the provisions of Non-Banking Financial Companies (Reserve Bank) Directions, 1997 and the company has not accepted any deposits during the financial year.

DIRECTORS

Mr. K.M. Agarwal, Director of the company, who is retiring by rotation and being eligible, offers himself for the re-appointment.

Mr. N.D. Gupta, who was appointed as an Additional Director of the Company on 25th of May, 2007 and in respect of whom the company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. N.D. Gupta for the office of director in terms of section 257 of the Companies Act, 1956.

Mr. P.K. Bansal, who was appointed as an Additional Director of the Company on 25th of May, 2007 and in respect of whom the company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. P.K. Bansal for the office of director in terms of section 257 of the Companies Act, 1956.

Mr. R.C. Jindal, who was appointed as an Additional Director of the Company on 25th of May, 2007 and in respect of whom the company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. R.C. Jindal for the office of director in terms of section 257 of the Companies Act, 1956.

Mr. Rakesh Gupta who was an Independent and Non Executive Director of the Company has now become the Whole Time Director w.e.f. 1st of April, 2007. He has been appointed on a gross remuneration of Rs. 2,25,000/- per month.

Mr. Pradeep Aggarwal became Whole Time Director of the company w.e.f 1st of June, 2007. He has been appointed on a gross remuneration of Rs. 2,00,000/- per month.

Mr. S.S. Bansal resigned from the directorship of the company on 25th day of May, 2007.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement and hereby confirm that:

(i) In the preparation of the annual accounts for the financial year ended on 31st March, 2007 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) The appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 i.e. 31 st March, 2007 and of the profit or loss of the Company for the financial year ended 31st March, 2007;

(iii) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance, as required by Clause 49 of the Listing Agreement have been furnished separately as part of this report.

AUDITORS

M/s Rajendra Chauhan & Co., Chartered Accountants, who retire at the conclusion of this Annual General Meeting are being eligible, for re-appointment as Statutory Auditor of the Company. They have furnished a Certificate to the effect that their re-appointment if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

LISTING AGREEMENTS

The securities of the Company are listed on The Delhi Stock Exchange Association Ltd. (DSE), The Calcutta Stock Exchange Association Limited (CSE), The Ludhiana Stock Exchange Association Ltd. (LSE) and Ahmedabad Stock Exchange Ltd. (ASE). The Company has paid Annual Listing fee of all the four stock exchanges.

We have filed the application for delisting from Ahmedabad Stock Exchange Ltd. (ASE) and The Ludhiana Stock Exchange Association Ltd. (LSE) but the same could not be delisted due to certain formalities to be complied with.

SUBSIDIARY COMPANIES

SMC Comtrade Ltd., one of our business associates has become our wholly owned subsidiary w.e.f. 26th April, 2007, along with its two subsidiaries, namely, SMC Comex International DMCC, located at Dubai, United Arab Emirates and SMC Insurance Brokers Private Limited (registered with IRDA) which is direct broker for both Life and General Insurance.

PRIVATE PLACEMENT OF EQUITY SHARES AND AN OPTION FOR ISSUE OF GDR

Millennium India Acquisition Company Inc., a US based company listed on American Stock Exchange (Amex) has made and executed agreement with your company on 12th of May, 2007 to acquire 14.90 % (13,14,054 equity shares of face value of Rs. 10/- each) equity shares in your Company @ Rs. 1047.83 per equity share amounting to Rs. 1,37,69,05,203; proposed to be issued by your company through private placement on preferential basis u/s 81(1A) of the Companies Act, 1956.

Your company has further entered into an agreement with Millennium India Acquisition Company Inc. on 6th June, 2007 in which the option was given to Millennium India Acquisition Company Inc. to subscribe to such number of Global Depository Receipts (GDRs) as would entitle it to an additional 6% of the issued and paid up equity share capital of the Company (after allotment of 13,14,054 equity shares of face value of Rs. 10/- each to Millennium India Acquisition Company Inc. ), upon conversion of such receipts (GDRs) into equity shares.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, on conservation of energy, technology absorption are not applicable to the Company. The company has no foreign exchange earning/outgo during the year under review.

PARTICULARS OF EMPLOYEES

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended are applicable to the Company and are attached as Annexure and form an integral part of this report.

ACKNOWLEDGMENT

Your directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, shareholders, bankers, registrar and share transfer agent, sub-brokers, business associates/franchisees, financial institutions, investors, media and their agencies and look forward to their continued support. Your directors also thank the employees at all levels, who, through their dedication, cooperation and support, have enabled the company to achieve sustained growth.

The Board also wish to place on record their appreciation to the employees at all levels for their dedicated service and their contribution to the growth and prosperity of the Company.

For and on Behalf of the Board

sd/- S.C. Aggarwal Place : New Delhi Chairman & Managing Director Date : 30/06/2007

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Mar 31, 2000

The Directors have pleasure in presenting the SIXTH Annual Report together with the Audited Statement of Accounts for the Financial year ended 31st March, 2000.

FINANCIAL RESULTS Current Year ended Previous Year ended 31st March,2000 31st March. 1999 (Amount in Rs.) (Amount in Rs.)

Total Income 2,14,95,162 60,28,207

Net Profit before Taxation 85,13,319 2,86,018

Less: Provision for taxation 33,10,397 55,419

Net Profit after taxation 52,02,922 2,30,599

Add : Adjustment for earlier years NIL NIL

Add : Balance Brought forward from 31,856 30,691 Previous Year

Profits Available for appropriation 52,34,778 2,61,290

APPROPRIATIONS:

Amount transferred to General Reserve 50,00,000 2,50,000

Balance transferred to Balance Sheet 2,34,778 11,290

Total 52,34,778 2,61,290

CAPITAL MARKET AND FUTURE PLANS

The Indian capital market in the year 1999-00 was very bullish. There has been a spurt in the net profits of the Company.The net profit during the year was Rs. 52,34,776/- against Rs. 2,61,290/- last year, a rise of approximately 20 times. The market at the fag end of the financial year was very insecuredly poised with volatility increasing day by day.The market was hesitantly following NASDAQ. However, your Directors expect that the market will mature in due course of time with the proposed introduction of new financial instruments like Derivatives. Your Company has applied with NSE for both Trading as well as Clearing membership of NSE for Derivatives segment.

Your Company Proposes to embark on the cherished desire of launching its own portal for Internet Trading. This will provide a complete end to end Internet Trading platform for the NRI and retail investors of the Country. Extensive discussions and negotiations are being carried on with the reputed software vendors for the same.

DIVIDEND

Now that your company has decided to launch a portal of its own with end to end Internet Trading platform, itll involve a sizeable investment towards software & hardware infrastructure, portal development, hosting of site, marketing, advertising, human resourse, etc. Your company has also to make investment towards procurement of trading and clearing membership of Derivatives segment of NSE. Your directors therefore think that to synergise the company and to consolidate the novel affairs that it has embarked upon, they need to reinvest the profits generated this year. They are optimistic about the forthcoming year to declare the dividend.

FIXED DEPOSITS :

As on 31 st March, 2000 the Company has neither any unclaimed nor any overdue amount of any deposit pursuant to the provisions of Non-Banking Financial Companies (Reserve Bank) Directions, 1997.

DIRECTORS

Sh. S.C. Aggarwal, the Director of the Company retire by rotation and being eligible, offers himself for re- appointment. Sh. S.C. Aggarwal and Smt. Sushma Gupta were also re-appointed as the Chairman and Managing Director and Whole-time Director respectively in the meeting of the Board of Directors on 05th January 2000 subject to your ratification in the Annual General Meeting. Their term was due for expiry on 29th January, 2000. Their appointment requires the approval of the members, for which necessary resolutions have been incorporated in the Notice of the AGM.

AUDITORS

M/s Rajendra Chauhan & Co., Chartered Accountants, who retire at the conclusion of this Annual General Meeting are being eligible for re-appointment as Statutory Auditors of the Company. They have furnished a certificate to the effect that the appointment, if made, would be within the limit prescribed under Section 224 (1B) of the Companies Act, 1956.

LISTING AGREEMENTS

The Companys securities are listed at The Delhi Stock Exchange Association Ltd. The company has paid Annual Listing fee to the Stock Exchange.

STATUS OF Y2K COMPLIANCE

Your companys objective was to address all aspects of the Y2K problem connected with systems and application software, hardware, other computing, networking equipment and items of infrastructure, so as to be Y2K ready. For this purpose. Your company has already taken necessary steps by upgradation/ replacement of Y2K non complaint hardware & software.

CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

Particulars under Companies (Discloser of particulars in the report of Board of Directors) Rules, 1988, on conservation of energy, technology absorption are not applicable to the company.

The company have no foreign exchange earning/outgo during the year under review.

PARTICULARS OF EMPLOYEES

The Provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended are not applicable to the company because no employee is drawing salary more than the limit prescribed therein.

ACKNOWLEDGEMENT

The Board of Directors place on record their sincere thanks and gratitude to Stock Exchanges, Bankers, Sub-Brokers, Depositors for their co-operation, continued support and confidence reposed on the Company during the year under review.

The Board also extend their thanks to the management and employees of the company for their contribution in progress of the company during the year.

for and on behalf of Board of Directors

New Delhi (S.C. AGGARWAL)

29th May, 2000 Chairman & Managing Director