Your Director's take pleasure in presenting the 36^th (Thirty Sixth) Annual Report of the Company along
with the Audited Financial Statements for the financial year ended as on 31^st March, 2025.

FINANCIAL PERFORMANCE

STATE OF COMPANY’S AFFAIRS

During the year under review, your company recorded a total income of Rs. 6214.66 (in thousands) as
compared to Rs. 5959.71 (in thousands) in the previous financial Year. The profit for the same period
stood at Rs. 344.94 (in thousands) as compared to loss of Rs. 1688.16 (in thousands) in the previous
financial year.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Company's business activity primarily falls within a single business segment i.e., Investment and
Finance. The analysis on the performance of the industry, the Company, internal control systems, risk
management are presented in the Management Discussion and Analysis Report is presented forming
part of this report.

SHARE CAPITAL

Equity Shares:

The paid-up Equity Share Capital as on 31^st March, 2025 was Rs. 1,00,277.77 (in thousands). There was no
change in the Share Capital during the year under review.

Sweat Equity Shares:

In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued any Sweat Equity Shares.

Differential Voting Rights:

In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not
issued any share with Differential Voting Rights.

Employee Stock Options:

In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules, 2014), the Company has
not issued any Employee Stock Options.

DIVIDEND

Your Director's have not recommended any dividend for the year under review.

Transfer of unpaid&unclaimed Dividends & Shares to Investor Education and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") there was
no unclaimed/unpaid dividend, hence the company is not required to transfer any amount to Investor
Education and Protection Fund.

RESERVES

Since, the Company has earned income during the profit under review, Rs. 68.99 (in thousands) were
transferred to the Statutory Reserve as per Guidelines issued by Reserve Bank of India.

MATERIAL CHANGES AND COMMITMENT

There are no material changes or commitments that took place after the close of financial year till date
which will have any material or significant impact on the financials of the Company.

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

Particulars as prescribed under Sub-Section 3(m) of Section 134 of the Companies Act, 2013 read with
Rule 8 of Companies (Accounts) Rules, 2014 regarding energy conservation and technology absorption is
not applicable to the Company.

During the year under review, there was no inflow or outflow of foreign exchange.

RISK MANAGEMENT

The Company has a risk management framework comprising risk governance structure and defined risk
management process. The risk governance structure of the Company is a formal organization structure
with defined roles and responsibilities for risk management. The risks existing in the internal and external
environment are periodically identified and reviewed, based on which, the cost of treating risks is
assessed and risk treatment plans are devised.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social

Responsibility Policy) Rules, 2014, are not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being a Non-Banking Financial Company (NBFC), the provisions of Section 186 of the
Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Power), Rules, 2014
are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties during the financial year were on an arm's length basis and
were in ordinary course of business and the provision of Section 188 of the Companies Act, 2013 are not
attracted. There are no materially significant related party transactions during the period under review
made by the Company with Promoters, Directors or other designated person which may have a potential
conflict with the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required.
However, details of all related party transactions are given in Notes to Financial Statements.

BOARD OF DIRECTORS, COMMITTEES AND MANAGEMENT

Composition:

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and
Remuneration Committee and Stakeholders' Relationship Committee are constituted in accordance with
Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ["SEBI (LODR) Regulations, 2015"], wherever applicable. The details are provided in
Corporate Governance Report which forms the part of the Annual Report.

Appointment

On recommendation of Nomination and Remuneration Committee, the Board at their meeting held on
02.09.2025, approved the appointment of Mrs. Meena Agarwal (DIN: 11276790) as Additional Non¬
Executive Independent Director of the Company w.e.f. 02.09.2025 who shall hold office till the conclusion
of ensuing Annual General Meeting, subject to approval of Members at the ensuing Annual General
Meeting of the Company.

Cessation/Resignation

Pursuant to the provisions of the Companies Act, 2013, since the second term of Mr. Vidhu Bhushan
Verma (DIN: 00555238) as Non-Executive Independent Director has expired at the Annual General
Meeting, he has tendered his resignation from the office of director. Further, the Board has accepted his
resignation at their meeting held on 30th August, 2024.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors
(excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their
appointment and are not liable to retire by rotation.

Accordingly, Mr. Jitendra Kumar Goyal (DIN: 00468744), Director, liable to retire by rotation, retires from
the Board this year and, being eligible, has offered himself for re-appointment.

The brief resume and other details relating to Mr. Jitendra Kumar Goyal (DIN: 00468744) who is proposed

to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling
ensuing Annual General Meeting.

Meetings of the Board & Committees:

The details of Board and Committee Meetings held during the Financial Year ended on 31^st March, 2025
and the attendance of the Directors are set out in the Corporate Governance Report which forms part of
this report. The maximum time gap between any two Board Meetings was not more than 120 days as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies
Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

The details of meeting of Independent Directors are set out in the Corporate Governance Report which
forms part of this report.

Declaration by Independent Directors

The Company has received requisite declarations/ confirmations from all the Independent Directors
confirming their independence as per provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of
independence.

Familarisation Programme for Independent Directors

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated a programme for familiarising the
Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which
the Company operates, business model of the Company etc. through various initiatives.

Further, at the time of appointment of an Independent Director, the company issues a formal letter of
appointment outlining his/ her role, function, duties and responsibilities as a director. The details of
programmes for familiarisation for Independent Directors are available on the website of the
Companywww.scintilla.co.in.

Annual Evaluation of Board's Performance

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation
of its own performance, board committees and individual directors. The details are provided in Corporate
Governance Report which forms the part of the Annual Report.

Directors' Responsibility Statement:In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit / loss of the company
for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

There was no change in the composition of Key Managerial Personnel during the year under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism to
the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud
or violation of the Company's Code of Conduct or Ethics Policy. It aims to provide an avenue for
employees through this policy to raise their concerns on any violation of legal or regulatory
requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports.
It also provides for direct access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle
Blower Policy is being made available on the Company's website www.scintilla.co.in.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board, on the
recommendation of the Nomination and Remuneration Committee, has framed a Nomination and
Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial
Personnel including criteria for determining qualifications, positive attributes and independence of
Directors. The policy has been duly approved and adopted by the Board, pursuant to the
recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has been
uploaded on the Company's website www.scintilla.co.in. Further the salient features of the policy are
given in the Report of Corporate Governance forming part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2025 in Form MGT - 7 is in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available
on the website of the Company at www.scintilla.co.in.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two associates during the period under review i.e., M/s Jaimatarani Merchants Private
Limited (Formerly known as M/s Jaimatarani Merchants Limited) and M/s Mericogold Trading Limited
(Formerly known as M/s Mericogold Trading Private Limited) and no subsidiary or joint ventures. Since,
they are not material associates, there salient features are not provided in form AOC-1.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY

The Company has laid down an adequate system of internal controls, policies and procedures for
ensuring orderly and efficient conduct of the business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness
of internal financial control is ensured through management reviews, controlled self-assessment and
independent testing by the Internal Auditor.

AUDIT AND ALLIED MATTERS

Statutory Auditor

M/s Surajit Roy and Associates, (FRN 326099E), Chartered Accountants, was appointed as Statutory
Auditors of the Company at the Board Meeting held on 30^th August, 2024 which was regularized at the 35^th
Annual General Meeting held on 28^th September, 2024 for a period of 1 (one) financial year i.e., 2024-25 in
order to fill the casual vacancy occurred due to resignation tendered by M/s Ghosh & Basu LLP, (FRN
E300013) Chartered Accountants, due to the developments in the Audit Firm (M/s Ghosh & Basu LLP) and
they shall hold office till the conclusion of ensuing Annual General Meeting at such remuneration as may
be decided by the Board in consultation with the Statutory Auditors.

Therefore, at the Board Meeting held on 2nd September,2025, since the term of the existing Statutory
Auditors shall expire at the ensuing Annual General Meeting, the directors propose to re-appoint M/s
Surajit Roy and Associates, (FRN 326099E), Chartered Accountants as their Statutory Auditors for a
period of five consecutive financial years and who shall be eligible to hold office from the conclusion of
ensuing Annual General Meeting till the conclusion of 41^st Annual General Meeting to be held in the year
2030.

The Statutory Auditors Report to the Members for the year ended 31st March, 2025 does not contain any
qualification, reservation, adverse remark or disclaimer. Also there has been no instance of fraud
reported by the statutory auditors for the period under review.

Internal Auditor

As recommended by the Audit Committee, the Board of Directors had re-appointed M/s. Srimal Jain &
Co., Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2024-25 to
conduct internal audit of the Company and their report on findings is submitted to the Audit Committee
on periodic basis.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re¬
appointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report for the Financial Year 2024-25 in the prescribed Form MR-3 is
appended as 'Annexure - A' to this Board's Report.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub¬
section (1) of Section 148 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance. As per Regulation 34 read with Schedule
V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate
Governance along with a certificate received from the Statutory Auditors confirming compliance is
annexed and forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the
year under review impacting the going concern status and the operations of the Company in future.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The
Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms
(Reserve Bank) Directions, 2015 is annexed herewith.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has
been set up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy. There were nil complaints received
during the year under review.

During the year under review, no complaints with allegations of sexual harassment were received by the
Company.

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

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961.
All eligible women employees have been extended the statutory benefits prescribed under the Act,
including paid maternity leave, continuity of salary and service during the leave period and post¬
maternity support such as nursing breaks and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive and supportive work environment that upholds
the rights and welfare of its women employees in accordance with applicable laws.

REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES

The disclosures pertaining to remuneration and other details as required under Section 197 of the Act
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached as 'Annexure- B' forming part of this report.

OTHER DISCLOSURES

Secretarial Standards:

The company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with

respect to convening of Board Meetings and General Meetings during the period under review.
Proceeding pending under the Insolvency and Bankruptcy Code, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not
applicable.

APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all
levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its
appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates,
regulatory and government authorities for their continued support.

For and on behalf of the Board
M/s Scintilla Commercial & Credit Limited

sd/- sd/-

Jitendra Kumar Goyal Manisha Khandelwal

Place: Kolkata Imaging Uirertor [Jirectoi-

Date: 02.09.2025 ^{DIN: 00468744 DIN}: ¹⁰2⁹⁹⁵⁶⁷