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:

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.

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

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.

*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:

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.

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.

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:

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:

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

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.

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

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:

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

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