Your Director's take pleasure in presenting the 35th (Thirty Fourth) Annual Report of the Company along with
the Audited Financial Statements (Standalone and Consolidated) for the financial year ended as on 31st March,
2024.

FINANCIAL PERFORMANCE

STATE OF COMPANY'S AFFAIRS

During the year under review, your company recorded a total income of Rs. 5959.71 (in thousands) as compared to
Rs. 5360.08 (in thousands) in the previous financial Year. The loss for the same period stood at Rs. 1688.16 (in
thousands) as compared to profit of Rs. 269.56 (in thousands) in the previous financial year.

The consolidated total income and profit of the Company stood at Rs. 5959.71 (in thousands) and Rs. 5414.29 (in
thousands) respectively for the year under review.

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, 2024 was Rs. 10,02,77,770/-. There was no change in the Share
Capital during the year under review.

Sweat Eauitv 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 Aunclaimed 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

The Company has not transferred any amount 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 fCSR] 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

Ms. Manisha Khandelwal is appointed as Additional Non-Executive Director of the Company w.e.f. 01.09.2023 and
her appointment was ratified at the Annual General Meeting held on 29^th September, 2023.

Cessation/Resianation

Pursuant to the provisions of the Companies Act, 2013, the second term of Mr. Vidhu Bhushan Verma (DIN:
00555238) as a Non-Executive Independent Director shall be expiring at the ensuing Annual General Meeting. The
Board has accepted his resignation at their meeting held on 30^th August, 2024 effective from the ensuing Annual
General Meeting.

Retirement bv 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, Ms. Manisha Khandelwal (DIN: 10299567), Director, liable to retire by rotation, retires from the Board
this year and, being eligible, has offered herself for re-appointment.

The brief resume and other details relating to Ms. Manisha Khandelwal (DIN: 10299567) 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, 2024 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 bv 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 Companvwww.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.

Directors¹ 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 policyare given in the Report of Corporate Governance forming part of this Annua I Report.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 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 had two subsidiaries namely 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) duringthe financial year 2022-23 but doesn't have any associate or joint venture.

The aforesaid companies have ceased to be subsidiaries during the financial year 2023-24.

The salient features of 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) are not
provided inform AOC-1, as the same is not applicable to two former subsidiary companies as they ceased to be the
subsidiaries before the end of financial year as at 31st March, 2024.

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 Ghosh & Basu LLP, (FRN E300013) Chartered Accountants, was appointed as Statutory Auditors of the
Company at the 34^th Annual General Meeting of the Company held on 29^th September, 2023 for a term of five
consecutive financial years and shall be eligible to hold office from the conclusion of 34* Annual General Meeting
till the conclusion of 39^th Annual General Meeting to be held In the year 2028 at such remuneration as may be
decided by the Board in consultation with the Statutory Auditors.

At the Board Meeting held on 30^th August, 2024, the existing Statutory Auditors being M/s Ghosh & Basu LLP, had
tendered their resignation citing reasons that due to the developments in the Audit Firm ("M/s Ghosh & Basu LLP,
Chartered Accountants"). The Board in order to fill the casual vacancy occurred due to resignation decided to
appoint M/s Surajit Roy and Associates, Chartered Accountants (Firm Registration No. 326099E) who shall hold
office from the conclusion of ensuing Annual General Meeting till the conclusion of Annual General Meeting to be
held in the year 2025, for a period of one financial year i.e., 2024-25, at such terms and conditions and on such
remuneration as may be decided by the Board in consultation with the Statutory Auditors.

The Statutory Auditors Report to the Members for the year ended 31^st March, 2024 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 2023-24 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 2023-24 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 Annua I Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE 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

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 ('POSH Act') and Rules made thereunder, your Company have constituted Internal Complaints

Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at
workplace.

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

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 theyear along with their status as at the end of thefinancial 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 Managing Director Director

Date: 30^th August, 2024 DIN: 00468744 DIN: 10299567