Directors Report of Smart Finsec Ltd.

Mar 31, 2025

Your Directors are pleased to presents the 30^th Annual Report along with the Audited Financial Statement
of the company for the year ended March 31, 2025 (FY 2024-25).

1. FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company are summarized herein below:

Particulars	F.Y. ended 31.03.2025	F.Y. ended 31.03.2024
Revenue from Operation	236.77	2,507.10
Other Income	Nil	Nil
Total Income	236.77	2,507.10
Total Expenditure	86.70	2198.35
Profit before Tax	150.08	308.75
Tax Expenses (including Current tax, Deferred Tax & provisions of earlier years)	32.69	72.22
Profit after Tax	117.39	236.53

2. REVIEW OF OPERATIONS AND STATE OF THE COMPANY''S AFFAIRS

During the Financial Year under review, Companies Revenue from operations has been ^2,36.77
Lakhs, lower by 18.48% over the previous year''s revenue from operations of ^2,507.10 Lakhs.

The Profit before Tax lowered to ^32.69 Lakhs for FY 2024-25 vis-a-vis ^72.22 Lakhs for the FY
2024-25. The Company''s Profit after Tax ("PAT”) on a standalone basis decreased to 117.39 Lakhs in
FY 2024-25 from 236.53 Lakhs in FY 2023- 24. The company''s major income during the previous
year was derived from trading in shares and securities. However, increased market volatility
significantly impacted profitability, resulting in a decline in overall performance.

The Company is expected to improve well in the foreseeable future.

3. TRANSFER TO RESERVE

Under Section 45-IC (1) of Reserve Bank of India ("RBI”) Act, 1934, non-banking financial companies
("NBFCs”) are required to transfer a sum not less than 20% of its net profit every year to reserve fund
before declaration of any dividend. Accordingly, your Company has transferred a sum of Rs. 23.57
Lakhs to Statutory Reserve.

4. DIVIDEND

The Board of Directors do not recommend any dividend for the financial year ended on 31st March,
2025 in order to conserve resources for the development of business of the company.

5. SHARE CAPITAL

There are no changes in the authorized share capital and paid-up share capital during the period
under review. The paid-up Equity Share Capital as at 31 March, 2025 stood at 3,00,00,000 /- (Rupees
Three Crore Only) divided into 3,00,00,000 (Three Crore) equity shares of Rs. 1/- (Rupees One Only)
each.

During the year under review, no shares with differential rights were issued, and no employee stock
options were granted.

6. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no change in the nature of business of the Company.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY.

There are no material changes and commitments affecting the financial position of the Company
between the end of the financial year of the company, i.e. March 31, 2025, and the date of this report.

8. DEPOSIT

Your company is a Non-Deposit Taking-Non-Systematically Important NBFC. Being a non-deposit
taking Company, your Company has not accepted any deposits from the public during the year under
review.

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds or shares to the
Investor Education and Protection Fund established by Central Government.

10. LISTING ON STOCK EXCHANGE

The shares of the Company are listed on main platform of BSE Limited. The International Securities
Identification Number (ISIN) of company is INE766D01020 and the Scrip code is 539494.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on March 31, 2025, the Board comprises of 6 Directors, viz 4 (four) Non-Executive/Independent
Directors including Woman Director and 2 (two) Executive Directors.

Change in the Board and Key Managerial Personnel

The Board of Directors of the Company at its meeting held on October 07, 2024 appointed Mr.
Rajinder Kumar Arora, as Additional Director (Whole-Time) of the Company, not liable to retire by
rotation, for a period of one (1) year with effect from October 08, 2024, after taking into consideration
recommendations of the Nomination & Remuneration Committee of the Company and subject to
requisite approval of the shareholders. The shareholders of the Company through Postal Ballot
concluded on November 09, 2024 regularized and approved the appointment of Mr. Rajinder Kumar
Arora as Whole Time Director of the Company for a period of one (1) year with effect from October
08, 2024.

Further, during the year under review, the proposal for re-appointment of Mr. Arun Khera, was
placed before the shareholders at the 29th Annual General Meeting held on September 27, 2024.
However, the resolution for his re-appointment, which was proposed as an Ordinary Resolution, did
not receive the requisite majority of votes and was not passed. Therefore, Mr. Arun Khera
discontinued to be the Managing Director of the Company.

There has been no other change in the Directors and Key Managerial Personnel of the Company
during the financial year under review.

Director liable to retire by rotation

Pursuant to the provisions of the Companies Act 2013, Mr. Sachit Khera, Non-Executive Director, is

liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re¬
appointment. The resolution seeking member''s approval for his re-appointment forms part of the
AGM Notice. The Board of Directors of your Company has recommended his re-appointment.

During the year under review, Mrs. Vimmi Sachdev who was liable to retire by rotation was
reappointed by the members vide ordinary resolution at the AGM held on September 27, 2024.

12. INDEPENDENT DIRECTORS

The Independent Directors of the Company have been appointed by the members for a fixed term of
5 (five) consecutive years from their respective dates of appointment in the AGM and they are not
liable to retire by rotation as per the requirements of the Act and Listing Regulations, 2015.

In terms of Section 149 of the Companies Act, 2013, as on 31 March, 2025, your company had
following Independent Directors:

• Mr. Vishesh Chaturvedi

• Mrs. Parul Pathak

Declaration by Independent Directors

The Company has received necessary declaration from all the independent directors that they meet
the criteria of Independence throughout the year as provided under Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the
Company.

Meeting of Independent Director

The Independent Directors met once during the year as on 24^th March, 2025 without the attendance
of Non- Independent Directors and the members of the Management.

The Independent Directors, inter alia, reviewed the performance of Non- Independent Directors and
the Board as a whole; the performance of the Chairman of the Company and assessed 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.

13. MEETINGS OF BOARD OF DIRECTORS

Seven Board Meetings were held during the year under review and the maximum gap between any
two meetings did not exceed one hundred and twenty (120) days. The necessary quorum was present
for all the meetings.

The details relating to Board Meeting held during the year and the attendance of Board members in
meeting are as under:

Name of	AGM	Dates of Board Meeting							No. of	No. of
Director	Sep	1	2	3	4	5	6	7	Meetings	Meetings
	27,	May	Aug	Aug	Oct	Nov	Feb	Mar	Held	Attended
	2024	21,	13,	26,	07,	14,	03,	24,	during	during
		2024	2024	2024	2024	2024	2025	2025	the FY	the FY
Rajinder Kumar Arora	NA	NA	NA	NA	NA	P	P	P	7	3
Arun	P	P	P	P	A	P	P	A	7	5
Khera

Vimmi Sachdeva	A	P	P	P	P	P	P	P	7	7
Sachit Khera	P	P	P	P	P	P	P	A	7	6
Parul Pathak	P	P	P	P	P	P	P	P	7	7
Vishesh Chaturvedi	P	P	P	P	P	P	P	P	7	7

P = Present; A = Absent, NA = Not Applicable

14. COMMITTEES OF BOARD

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act,
2013, rules framed there under and SEBI (Listing Obligations and Disclosure Requirements),
Regulation 2015. The Committees of the Board comprises of Audit Committee, Nomination and
Remuneration Committee and Stakeholders'' Relationship Committee.

The details about Composition of Committees and their Meetings are given below:

Audit Committee

The Company has constituted Audit Committee as per requirement of Section 177 of the Companies
Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The terms
of reference of Audit Committee are broadly in accordance with the provisions of Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. During the year
the committee met on following dates viz., May 21, 2024, August 13, 2024, August 26, 2024, October
07, 2024, November 14, 2024, February 03, 2025, and March 24, 2025.

Composition and Attendance of Members at the meetings of the Audit Committee held during the
financial year 2024-25 are mentioned below:

Name of the	Category	No. of meetings	No. of meetings
Member		held	attended
Mr. Vishesh	Chairman, Independent	7	7
Chaturvedi	Director
Ms. Parul Pathak	Member, Independent Director	7	7
Mr. Sachit Khera	Member, Non-Executive Director	7	7

All the members of Audit Committee are independent directors except Mr. Sachit Khera, who is Non¬
Executive Director of the Company.

During the year under review, Mr. Sachit Khera was appointed as the member of Audit Committee
w.e.f. October 07, 2024 and Mr. Arun Khera ceased to be the member of the committee.

Nomination and Remuneration Committee

The Company has constituted Nomination & Remuneration Committee as per requirement of Section
178 of the Companies Act 2013 and of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015. The terms of reference of Nomination & Remuneration Committee are broadly in
accordance with the provisions of Companies Act, 2013. During the year the committee met on 21st
May, 2024, 26^th August, 2024 and 07th October, 2024.

Composition and Attendance of Members at the meetings of the Nomination & Remuneration

Committee held during the financial year 2024-25 are mentioned below:

Name of the Member	Category	No. of meetings held	No. of meetings attended
Mr. Vishesh Chaturvedi	Chairman, Independent Director	3	3
Ms. Parul Pathak	Member, Independent Director	3	3
Ms. Vimmi Sachdev	Member, Non-Executive Director	3	3

Stakeholder''s Relationship Committee

As required under Section 178 of the Companies Act, 2013, the Board has in place Stakeholders
Relationship Committee to specifically look into the mechanism of redressal of grievances of
shareholders. During the year the committee met once on 03rd February, 2025.

Composition and Attendance of Members at the meetings of the Stakeholders Relationship
Committee held during the financial year 2024-25 are mentioned below:

Name of the Member	Category	No. of meetings held	No. of meetings attended
*Mrs. Parul Pathak	Chairman, Non-Executive Director	1	1
Mr. Vishesh Chaturvedi	Member, Independent Director	1	1
Mr. Sachit Khera	Member, Non-Executive Director	1	1

During the year under review, Mrs. Parul Pathak was elected as the member and chairman of
Stakeholder Relationship Committee w.e.f. October 07, 2024. Mr. Sachit Khera ceased to be the
chairman of the Committee we.f. October 07, 2024 and Mr. Arun Khera ceased to be the member of
the committee.

15. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance, performance of the Directors as well as the evaluation of the working of its Committees.

The performance of the Board as a whole was evaluated by the Board after seeking inputs from all
the Directors based on criteria such as structure of the Board, meetings of the Board, functions of the
Board, effectiveness of the board processes, professional development etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee members based on criteria such as composition of committees, effectiveness, Committee
meetings, independence of committee from the Board, etc.

The performance of the individual Directors was evaluated by Nomination and Remuneration
Committee as well as the Board after seeking inputs from all the Directors except the Director being
evaluated based on criteria such as qualifications, experience, knowledge & competency, ability to
function as a team, initiative, availability and attendance, commitment, contribution, integrity, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole was evaluated, taking into account the views of the Executive Directors and Non¬
Executive Directors.

16. VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, read with
Companies (Meeting of the Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has framed a "Whistle Blower Policy”
which provides a mechanism to ensure adequate safeguards against victimization of Directors and
Employees and ensures that the activities of the Company and its employees are conducted in a fair
and transparent manner. The Employees of the Company have the right/option to report their
concerns/grievances to the Chairperson of the Audit Committee.

During the year under review, the Company had not received any complaint under Whistle Blower
Policy and no complaint was pending as on March 31, 2025.

17. DIRECTOR RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained
by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

i. that in preparation of the annual financial statements for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

ii. that appropriate accounting policies have been selected & applied consistently & judgments
and estimates made are reasonable & prudent so as to give a true & fair view of the state of
affairs of the Company at the end for the financial year and of the profits of the Company for
the financial year ended March 31, 2025;

iii. that proper & sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of the
Company & for preventing & detecting fraud & other irregularities;

iv. that the annual accounts have been prepared on a going concern basis;

v. that the Company had laid down internal financial controls to be followed and that such
internal financial controls are adequate and were operating effectively; and

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and
that such systems were adequate and operating effectively.

18. REMUNERATION TO DIRECTORS

Remuneration to Non-Executive Directors and Non-Executive Independent Directors for the
year ended 31 March, 2025.

Name	Designation	Sitting Fees in Lakhs)	Commission Paid / payable (^ in Lakhs)	No. of Ordinary (Equity) Shares held as on 31st March, 2025.
Mrs. Vimmi Sachdev	Non-Executive Director	Nil	Nil	Nil
Mr. Sachit Khera	Non-Executive Director	Nil	Nil	9,00,000 Equity Shares of Rs. 1/- each
Mrs. Parul Pathak	Non-Executive Independent Director	0.25	Nil	Nil
Mr. Vishesh	Non-Executive	0.25	Nil	Nil

Chaturvedi

Independent Director

Remuneration paid/payable to Executive Director and Whole Time Director for the year
ended 31 March, 2025.

Name	Designatio n	Salary in Lakhs)	Perquisi te (^ in Lakhs)	Commission Paid / payable (^ in Lakhs)	Total (^ in Lakhs)	No. of Ordinary (Equity) Shares held as on 31st March, 2025
Mr. Rajinder Kumar Arora	Whole Time Director	9.12	Nil	Nil	9.12	Nil
Mr. Arun Khera	Executive Director	Nil	Nil	Nil	Nil	83,85,270 Equity Shares of Rs. 1/- each

a) The remuneration of Whole Time Director of the Company has been approved by the
shareholders of the Company through Postal Ballot concluded on November 09, 2024 by passing
special resolution for a period of one (1) year with effect from October 08, 2024.

b) The agreement may be terminated by either party by giving to the other party one months''
notice of such termination.

c) No Compensation shall be payable to either of the parties on such termination.

d) The Whole Time Director and Executive Director shall not be paid any sitting fees for the
attending the meeting of the Board of Directors or Committee.

Notes:

(i) The Company has not granted any stock option to directors of the company as on 31 March,
2025.

(ii) No sitting fees has been paid to the Executive Director during the year under review.

(iii) Non-Executive Independent Directors did not have any pecuniary relationship or transactions
(except receipt of sing fees as Directors) with the Company for the year under review.

(iv) Stock option details, if any, and whether the same has been issued at a discount as well
as the period over which accrued and over which exercisable - Not Applicable during the
year under review.

19. AUDITORS AND AUDITOR''S REPORTS

A. Statutory Auditor

In terms of Section 139 of the Act, the members of the company at 27^th AGM appointed M/s A. Mohan
& Co., Chartered Accountants (FRN. 017403N) as statutory auditors of the company for a period of
five years commencing from the financial year 2022-23 until the financial year 2026-27. The
statutory auditors have confirmed they are not disqualified from continuing as auditors of the
Company.

The report of the auditors is self-explanatory and there are no qualifications, reservations or adverse
remarks made by the Statutory Auditors in their audit report on the financial statement for the year
ended 31^st March, 2025.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made there under, the Board has
appointed M/s P.K. Mishra & Associates, Practising Company Secretary, to conduct Secretarial Audit
of company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed to this report
as Annexure III. The Secretarial Audit Report is self-explanatory and there are no qualifications,
reservations or adverse remarks made by the Secretarial Auditor.

20. REPORTING OF FRAUDS

During the year under review, the Statutory Auditor or Secretarial Auditor have not reported any
instances of fraud in the Company committed by officers or employees of the Company under Section
143(12) of the Companies Act, 2013.

21. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

The Company does not have any subsidiary Company or Associate Company. The Company has not
entered into any joint venture during the year under review.

22. RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/transactions entered into by the
Company with related parties were in ordinary course of business and on an arm''s length basis.
There was no material related party transactions by the Company during the year under review.
Attention of the members is drawn to Note No. 30 to the Financial Statements which sets out related
party disclosure.

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

In view of the nature of the activities carried out by the Company, disclosure in terms of Section 134
(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
pertaining to the Conservation of Energy and Technology Absorption is not applicable to the
Company. There was no foreign exchange inflow or outflow during the year under review.

24. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2) of the SEBI Listing Regulations,
2015, is applicable to the Top 1000 companies based on the market capitalisation of the company.
Therefore, the requirement of preparing Business Responsibility Report is not applicable to the
company.

25. ANNUAL RETURN

In pursuance to the provisions of Section 92, read with Section 134 of the Companies Act, 2013 the
copy of Annual Return is available on the website of the Company at
https://www.smartfinsec.com/annual-return .

26. CORPORATE SOCIAL RESPONSIBILTY

During the financial year under review, your Company has not met criteria laid down under the
provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social
Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are
not applicable to the Company.

27. COST AUDIT

The provisions of Section 148 read with the Companies (Cost records and Audit) Rules, 2014,
pertaining to maintaining of Cost records and cost audit, is not applicable to the Company.

28. MANAGEMENT DISCUSSION AND ANALYSIS.

The Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34 of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, is
annexed as "Annexure IV” to this Report.

29. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations, 2015, corporate governance
provisions as specified in Regulation 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) and
Para C, D and E of Schedule V, are not applicable to the Company as, the paid- up capital of the
Company is less than 10 Crores and Net worth is less than 25 Crores,

As such the Company is not required to mandatorily append to this report the Corporate Governance
Report.

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.

The Company being a Non-Banking Financial Company, pursuant to Section 186(11) of the Act, the
provisions pertaining to loans made, guarantees given, security provided or investment made are not
applicable to the Company. However, the brief particulars can be found in the notes to the Financial
Statement.

Further, during the year under review, the company has given/issued Corporate Guarantee. The
details of the guarantee are furnished below:

Sr. No.	Particulars	Name of the Company to which Guarantee issued	Rs. In Lakhs
1.	Guarantee Given	Smart Equity Brokers Private Limited	3000

31. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the regulators or courts or tribunals which would
impact the going concern status and company''s operations in future.

32. COMPLIANCE WITH RBI GUIDELINES

Your Company continues to carry on the business of Non-Banking Financial Company without
accepting Deposit. Since the company is Non-systematically important Non deposit taking NBFC, the
Company has complied with the applicable regulations of RBI as on March 31, 2025.

33. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY.

There are no material changes and commitments affecting the financial position of the Company
between the end of the financial year and the date of this report.

34. PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned in Annexure -
II.

35. DISCLOSURE OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy
on prevention, prohibition & redressal of sexual harassment at work place in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has also constituted an Internal Committee under the Sexual Harassment of women at
workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period, the details of
complaints received / resolved or pending are as under:

Number of complaints pending as on 1st April, 2024 -Nil
Number of complaints received during the year - Nil
Number of complaints disposed off during the year - Nil
Number of cases pending for more than ninety days- Nil

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Maternity Benefit Act, 1961 was not applicable to the Company, as
the Company had only 5 employees on its payroll, which is below the minimum requirement of 10
employees required for the applicability of the. However, the company is committed to supporting
the health, well-being, and rights of our women employees during maternity.

37. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

Pursuant to Regulation 30A of the Listing Regulations, the Company has entered into an agreement
under Regulation 30A. The same has been provided at the following link:

38. IBC CODE & ONE TIME SETTLEMENT

During the year under review, there were no applications made or proceedings pending in the name
of the Company under Insolvency and Bankruptcy Code, 2016. There has not been any instance of
one time settlement of the company with any bank or financial institution.

39. APPRECIATION

We are grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of
India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other
government and regulatory authorities, lenders, financial institutions and the Company''s bankers for
their valuable guidance and support and wish to express our sincere appreciation for their continued
co-operation and assistance. We look forward to their continued support in future.

We wish to thank our bankers, investors, customers, Shareholders, Stakeholders and all other
business associates for their support and trust reposed in us.

Your Directors express their profound feeling of appreciation for every one of the employees whose
responsibility, co-activity, dynamic interest, commitment and polished skill has made the
organization''s growth possible.

Finally, the Directors thank you for your continued trust and support.

By Order of the board
For Smart Finsec Limited
Sd/- Sd/-

Place: New Delhi Rajinder Kumar Arora Sachit Khera

Date: August 28, 2025 Whole Time Director Director

DIN: 10797869 DIN: 03536957

---

Mar 31, 2024

Your Directors are pleased to presents the 29^th Annual Report along with the Audited Financial Statement of the company for the year ended March 31, 2024 (FY 2023-24).

1. FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company are summarized herein below:

(Rs. In Lakhs)
Particulars	F.Y. ended 31.03.2024	F.Y. ended 31.03.2023
Revenue from Operation	2,507.10	3,075.41
Other Income	Nil	Nil
Total Income	2,507.10	3,075.41
Total Expenditure	2198.35	2883.50
Profit before Tax	308.75	191.91
Tax Expenses (including Current	72.22	50.66
tax, Deferred Tax & provisions of earlier
years)
Profit after Tax	236,53	141.25

The Company''s revenue from operations for the financial year was ^2,507.10 Lakhs, lower by 18.48% over the previous year''s revenue from operations of ^3075.48 Lakhs. The Profit Before Tax increased to ^308.75 Lakhs for FY 2023-24 vis-a-vis ^191.91 Lakhs for the FY 2022-23. Profit After Tax (PAT) increased to ^236.53 Lakhs over previous year''s PAT of 141.25 Lakhs.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

2. TRANSFER TO RESERVE

As per Section 45 IC of Reserve Bank of India Act, 1934, during the year under review the Company transferred Rs. 47.63 Lakhs in Statutory Reserve.

3. DIVIDEND

During the period under review, Dividend on preference shares of Rs. 33,360 accrued upto the date of redemption, was paid to Mr. Arun Khera upon redemption of 0.1% Non-Convertible Redeemable Preference Shares 1,40,000 @ Rs. 100.

4. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2024 stood at Rs. 3, 00, 00,000 /- (Rs. Three Crore).

During the year under review, the Board of Directors on November 30, 2023 redeemed 1,40,000 0.1% Non-Convertible Cumulative Redeemable Preference shares of face value Rs. 100 each at par. Redemption of Preference shares has been done out of Profit of the Company. After the said redemption Preference Share Capital of the Company was Nil and no dividend is outstanding against the Preference Shares.

5. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no such changes in the nature of business of the Company.

6. DEPOSIT

Your company is a Non-Deposit Taking-Non-Systematically Important NBFC. Being a non-deposit taking Company, your Company has not accepted any deposits from the public during the year under review.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds or shares to the Investor Education and Protection Fund established by Central Government.

8. LISTING ON STOCK EXCHANGE

The shares of the Company are listed on main platform of BSE Limited. The International Securities Identification Number (ISIN) of company is INE766D01020 and the Scrip code is 539494.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on March 31, 2024, the Board comprises of 5 Directors, four of whom are Non-Executive (of which two are Independent Directors) and one Executive Director. During the year under review following changes were taken place in the composition of Board of Directors of the Company:

• Mr. Sachit Khera who was liable to retire by rotation was reappointed by the members vide ordinary resolution at the AGM held on September 26, 2023.

Pursuant to the provisions of Section 152 of the Companies Act 2013, Mrs. Vimmi Sachdev is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. The resolution seeking Members approval for her re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended her re-appointment.

Key Managerial Personnel

The following persons are the Key Managerial Personnel (''KMP'') of the Company as on March 31, 2024 in terms of the provisions of Section 203 of the Companies Act;

Mr. Arun Khera (Managing Director),

Ms. Rajvinder Kaur (Company Secretary & Compliance Officer)

Mrs. Shashi Sharma (Chief Financial Officer)

Mrs. Priyanka Sharma has resigned w.e.f. from 30^th June, 2023 (close of business hours) and the Board of Directors in their Board Meeting held on 30^th June, 2023 has appointed Ms. Rajvinder Kaur as a Company Secretary & Compliance Officer w.e.f. 3^rd July 2023.

10. INDEPENDENT DIRECTORS

The Independent Directors of the Company have been appointed by the members for a fixed term of 5 (five) consecutive years from their respective dates of appointment in the AGM and they are not liable to retire by rotation as per the requirements of the Act and Listing Regulations, 2015.

The Company has received necessary declaration from all the independent directors that they meet the criteria of Independence throughout the year as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

Meeting of Independent Director

The Independent Directors met once during the year as on 07^th March, 2024 without the attendance of Non- Independent Directors and the members of the Management.

The Independent Directors, inter alia, reviewed the performance of Non- Independent Directors and the Board as a whole; the performance of the Chairman of the Company and assessed 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.

11. MEETINGS OF BOARD OF DIRECTORS

All the board meetings were held in compliance with section 173 of the Companies Act, 2013 as the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.

Eight (8) meetings of the Board were held during FY 2023-2024 held on May 26, 2023, June 30, 2023, August 10, 2023, August 28. 2023, November 08, 2023, November 27, 2023, 18th December 2023 and February 08, 2024. The maximum gap between any two meetings did not exceed one hundred and twenty (120) days.

The Company has complied with the requirements prescribed under the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the board of directors (SS-1) and general meetings (SS-2).

12. COMMITTEES OF BOARD

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013, rules framed there under and SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015. The Committees of the Board comprises of Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee.

The details about Composition of Committees and their Meetings are given below:

Audit Committee

The Company has constituted Audit Committee as per requirement of Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. During the year the committee met on following dates viz., 26^th May, 2023, 10^th August, 2023, 28^th August, 2023, 08th November, 2023, 27th November, 2023, 18th December 2023 and 08th February, 2024.

Composition and Attendance of Members at the meetings of the Audit Committee held during the financial year 2023-24 are mentioned below:

Name of the Member	Category	No. of meetings held	No. of meetings attended
Mr. Vishesh Chaturvedi	Chairman, Independent Director	7	7
Ms. Parul Pathak	Member, Independent Director	7	7
Mr. Arun Khera	Member, Managing Director	6	6

All the members of Audit Committee are independent directors except Mr. Arun Khera, who is

Managing Director of the Company.

Nomination and Remuneration Committee

The Company has constituted Nomination & Remuneration Committee as per requirement of Section 178(1) of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The terms of reference of Nomination & Remuneration Committee are broadly in accordance with the provisions of Companies Act, 2013. During the year the committee met on 30th June, 2023, 28^th August, 2023 and 08th February, 2024.

Composition and Attendance of Members at the meetings of the Nomination & Remuneration Committee held during the financial year 2023-24 are mentioned below:

Name of the Member	Category	No. of meetings held	No. of meetings attended
Mr. Vishesh Chaturvedi	Chairman, Independent Director	3	3
Ms. Parul Pathak	Member, Independent Director	3	3
Ms. Vimmi Sachdev	Member, Non-Executive Director	3	3

Stakeholder''s Relationship Committee

As required under Section 178(5) of the Companies Act, 2013, the Board has in place Stakeholders Relationship Committee to specifically looks into the mechanism of redressal of grievances of shareholders. During the year the committee met once on 19^thMarch, 2024.

Composition and Attendance of Members at the meetings of the Stakeholders Relationship Committee held during the financial year 2023-24 are mentioned below:

Name of the Member	Category	No. of meetings held	No. of meetings attended
Mr. Sachit Khera	Chairman, Non-Executive Director	1	1
Mr. Vishesh Chaturvedi	Member, Independent Director	1	1
Mr. Arun Khera	Member, Managing Director	1	1

13. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The performance of the Board as a whole was evaluated by the Board after seeking inputs from all the Directors based on criteria such as structure of the Board, meetings of the Board, functions of the Board, effectiveness of the board processes, professional development etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as composition of committees, effectiveness, Committee meetings, independence of committee from the Board, etc.

The performance of the individual Directors was evaluated by Nomination and Remuneration Committee as well as the Board after seeking inputs from all the Directors except the Director being evaluated based on criteria such as qualifications, experience, knowledge & competency, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

14. VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a "Whistle Blower Policy” which provides a mechanism to ensure adequate safeguards against victimization of Directors and Employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner. The Employees of the Company have the right/option to report their concerns/grievances to the Chairperson of the Audit Committee.

During the year under review, the Company had not received any complaint under Whistle Blower Policy and no complaint was pending as on March 31, 2024.

15. DIRECTOR RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

i. that in preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that appropriate accounting policies have been selected & applied consistently & judgments and estimates made are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end for the financial year and of the profits of the Company for the financial year ended March 31, 2024;

iii. that proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company & for preventing & detecting fraud & other irregularities;

iv. that the annual accounts have been prepared on a going concern basis;

v. that the Company had laid down internal financial controls to be followed and that such internal financial controls are adequate and were operating effectively; and

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

16. AUDITORS AND AUDITOR''S REPORTS A. Statutory Auditor

In terms of Section 139 of the Act, the members of the company at 27^th AGM appointed M/s A. Mohan & Co., Chartered Accountants (FRN. 017403N) as statutory auditors of the company for a period of five years commencing from the financial year 2022-23 until the financial year 2026-27. The statutory auditors have confirmed they are not disqualified from continuing as auditors of the Company.

The report of the auditors is self-explanatory and there are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit report on the financial statement for the year ended 31^st March, 2024.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made there under, the Board has appointed M/s P.K. Mishra & Associates, Practising Company Secretary, to conduct Secretarial Audit of company for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed to this report as Annexure III. The Secretarial Audit Report is self-explanatory and there are no qualifications, reservations or adverse remarks made by the Secretarial Auditor.

17. REPORTING OF FRAUDS

During the year under review, the Statutory Auditor or Secretarial Auditor have not reported any instances of fraud in the Company committed by officers or employees of the Company under Section 143(12) of the Companies Act, 2013.

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

The Company does not have any subsidiary Company or Associate Company. The Company has not entered into any joint venture during the year under review.

19. RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/transactions entered into by the Company with related parties were in ordinary course of business and on an arm''s length basis in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There was no material related party transactions by the Company during the year under review. Attention of the members is drawn to Note No. 30 to the Financial Statements which sets out related party disclosure.

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

In view of the nature of the activities carried out by the Company, disclosure in terms of Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of Energy and Technology Absorption is not applicable to the Company. There was no foreign exchange inflow or outflow during the year under review.

21. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2) of the SEBI Listing Regulations, 2015, is applicable to the Top 1000 companies based on the market capitalisation of the company. Therefore, the requirement of preparing Business Responsibility Report is not applicable to the company.

22. ANNUAL RETURN

In pursuance to the provisions of Section 92(3), read with Section 134(3) (a) of the Companies Act, 2013 the copy of Annual Return for the Financial year ended 31^st March, 2024 is available on the website of the Company at www.smartfinsec.com.

23. CORPORATE SOCIAL RESPONSIBILTY

During the financial year under review, your Company has not met criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

24. COST AUDIT

The provisions of Section 148 read with the Companies (Cost records and Audit) Rules, 2014, pertaining to maintaining of Cost records and cost audit, is not applicable to the Company.

25. MANAGEMENT DISCUSSION AND ANALYSIS.

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as "Annexure IV” to this Report.

26. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations, 2015, corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) and Para C, D and E of Schedule V, are not applicable to the Company as, the paid- up capital of the Company is less than 10 Crores and Net worth is less than 25 Crores,

Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within six months from the date on which the provisions become applicable to the Company.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.

The Company being a Non-Banking Financial Company, pursuant to Section 186(11) of the Act, the provisions pertaining to loans made, guarantees given, security provided or investment made are not applicable to the Company. However, the brief particulars can be found in the notes to the Financial Statement.

Further, during the year under review, the company has given/issued Corporate Guarantee. The details of the guarantee are furnished below:

Sr. No.	Particulars	Name of the Company	Rs. In Lakhs
1.	Guarantee Given	Smart Equity Brokers Private Limited	3000

28. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status and company''s operations in future.

29. COMPLIANCE WITH RBI GUIDELINES

Your Company is compliant with all the applicable RBI regulatory norms. Since the company is Nonsystematically important Non deposit taking NBFC, the company is complying with all the provisions of the master directions and other applicable circulars, issued in this regard from time to time.

30. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

31. PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned in Annexure -II.

32. DISCLOSURE OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy on prevention, prohibition & redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has also constituted an Internal Committee under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.There was no complaint on sexual harassment during the year under review.

33. IBC CODE & ONE TIME SETTLEMENT

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016. There has not been any instance of one time settlement of the company with any bank or financial institution.

34. CAUTIONARY STATEMENT:

Statements in this Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include changes in Government regulations, Tax regimes, economic developments within India and other ancillary factor.

35. APPRECIATION

We are grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Company''s bankers for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future.

We wish to thank our bankers, investors, customers, Shareholders, Stakeholders and all other business associates for their support and trust reposed in us.

Your Directors express their profound feeling of appreciation for every one of the employees whose responsibility, co-activity, dynamic interest, commitment and polished skill has made the organization''s growth possible.

Finally, the Directors thank you for your continued trust and support.

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Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 20TH Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2015.

Financial Performance:

The summarized financial highlight is depicted below:

FINANCIAL RESULTS For the Year Ended For the Year Ended 31.03.2015 31.03.2014

Income from operations: Rs.7364053 Rs.1818145

Other Income Rs.1508174 Rs.1500000

Depreciation : Rs.34856 Rs.72660

Profit/(Loss) before Tax : Rs.774058 Rs.2325896

Profit/(Loss) after Tax : Rs. 816929 Rs 2211858

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

BUSINESS PROSPECTS:- The Directors are making very hard and sincerely efforts to revive the business of the Company and are happy to inform that the company will do the businesses of loans and advances, acquisition and underwrite of shares/stock/bonds/debentures/securities issued by government or local authority or other securities of like marketable nature, leasing, hire-purchase, providing consultancies and assistance of conversion of share & debenture and to act as share transfer agent, managers to public issues, chit business, to hold, build, contract, establish, own, sell, buy, possess, deal ,maintain and manage, construct, let or sublet on rent, erect, allot, develop, collaborate, patent, copyright, buy and sell on lease, exchange or otherwise acquire, hire purchase, finance, develop all rights in respect of free and leasehold properties, land, houses,&rest houses.

OPERATIONS AND BUSINESS PERFORMANCE:- Kindly refer to Management Discussion & Analysis covered under Corporate Governance and forms part of this Annual Report.

DIVIDEND :- Directors have not declared any dividend during the year under review due to inadequate of Profit. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVENANCE :- It has always been the company's Endeavour to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law of the land. The company complies with the revised clause 49 of the listing Agreement.

The Board of Directors of the company had also evolved and adopted a code of conduct based on the principles of Good Corporate Governance and best management practices being followed globally.

The Compliance Report on Corporate Governance forms part of the Annual Report. The Practicing Company Secretary certificate on the compliance of Corporate Governance Code embodied in clause 49 of the Listing Agreement.

Directors and Key Managerial Personnel:- Mrs. Sangita Jain (DIN : 07045132) and Mr. Sanjeev Soni ( DIN: 07045138) were appointed as an Additional Director of the Company w.e.f December 17, 2014 to hold office upto the ensuing Annual General Meeting. The Company has received notice from a member proposing their appointment as Director of the Company. The Board welcomes them and looks forward to their valued contribution to your Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mrs. Sangita Jain and Mr. Sanjeev Soni were appointed as an Independent Director to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Pursuant to the Provisions of Section 149 of the Companies Act, 2013, Mrs. Sunayana ( DIN:07057816) was appointed as an Additional Director of the Company w.e.f December 30, 2014 to hold office upto the ensuing Annual General Meeting. The Company has received notice from a member proposing her appointment as Director of the Company. The Board welcomes her and looks forward to her valued contribution to your Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Ms. Sunayana is being appointed as an Independent Director to hold office as per her tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and clause 49 of Listing Agreement and there has been no change in the circumstances which may affect their status as independent director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr Rajesh Chawla (DIN: 03633735) is liable to retire by rotation and being eligible offer himself for re-appointment. The Board recommends the appointment of Mr. Rajesh Chawla as Director of the Company retiring by rotation.

The appointments of the Key Managerial Personnel have been made before the commencement of the financial year under review and the same have been formalised during the year as per the Companies Act, 2013.

Directors' Responsibility Statement:

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

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

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at Mach 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

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

Number of Board Meetings:

The Board of Directors met 9 (six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

Independent Directors' Meeting:

The Independent Directors met on March 31, 2015, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed 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.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by Clause 49 of the Listing Agreement forms part of this Annual Report along with the required Certificate from a Practising Company Secretary regarding compliance of the conditions of CorporateGovernance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto. Business Responsibility Report:

The Business Responsibility Report for the year ended March 31, 2015 as stipulated under Clause 55 of Listing Agreement is annexed which forms part of this Annual Report. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure-A.

Related Party Transactions:

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related parties which are material as per clause 49 of the Listing Agreement and the details of said transactions are provided in the Notice of the Annual General Meeting. Auditors & Auditors' Report:

M/s. A. Mohan & Co. , Chartered Accountants (Firm Registration No.: 017403N, the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re- appointment. Your Company has received letter from M/s. A. Mohan & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made there under and that they are not disqualified for such appointment. Directors recommend the re-appointment of M/s. A. Mohan & Co., Chartered Accountants, as Statutor Auditors of the Company to hold office from the conclusion of this AGM and authorise the Board to fix their remuneraton. Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made there under,your Company had appointed Mr. Dinesh Dewan, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2014-15 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company. Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure-C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules, 2014, have not been furnished considering the nature of business undertaken by the Company during the year under report. There was no foreign exchange earning and outgo during the financial year under review.

By Order of the Board of Directors

Sd/-

Priyanka Sharma

Place: New Delhi Company Secretary

Date : 04/09/2015

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Mar 31, 2014

The Directors have pleasure in presenting their Annual General Report along with the Audited Statements of Account of the Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS For the Year Ended

31.03.2014 31.03.2013

Income from operations: Rs.1818145 Rs.2012580

Other Income Rs.1500000 Rs.1593570

Depreciation : Rs.72618 Rs.115824

Profit/(Loss) before Tax : Rs.2325896 Rs.2694720

Profit/(Loss) after Tax : Rs 2211858 Rs 2592967

BUSINESS PROSPECTS

The Directors are making very hard and sincerely efforts to revive the business of the Company and are happy to inform that the company will do both the businesses of Real Estates and the Share trading and hope to build the business in the coming years

DIRECTORS

Mrs. Raman Khera and Ms. Vimmi Sachdev who retire by rotation and inform the board of her willingness to continue as the director of the company. So Mr. Arun Khera proposes the name of Mrs. Raman Khera and Mr. Rajesh Chawla proposes the name of Ms. Vimmi Sachdev as the directors of the company.

The Board considers her appointment and recommends for appointment.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given Pursuant to the Section 217 (2A) of the Companies Act, 1956, hence information required under this section is not given.

CONSERVATION OF ENERGY, TECHNOLOGY AND ABSORPTION

The particulars as required under section 217 (1)(e) of the Companies Act, 1956 in respect of conservation of energy & technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earning and outgo during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement is enclosed

AUDITORS

M/S A Mohan & Co., Chartered Accountants, Delhi auditors of the Company, will retires at the conclusion of ensuing Annual General Meeting. And being eligible offer themselves for re-appointment. The company has received a certificate from the auditors to the effect that their re-appointment, if made would be in accordance with section 141 of the Companies Act-2013. Since in terms of the provisions of section 139 of the Companies Act-2013, read with the companies (Audit and Auditors) Rules, 2014, a company is permitted to appoint its statutory auditors for consecutive 5 years, as reduced by the number of 2 years if they are auditor of the company for the last two and more years. The board recommends their appointment for a period of 3 years.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 regarding Directors' Responsibility Statement, the Directors confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation related to material departures.

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at the end of March 31, 2014.

c) and the profits for the year ended on that date.

d) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

e) the directors have prepared the annual accounts on a going concern basis.

Sd/- Sd/-

ARUN KHERA RAMANKHERA

(DIRECTOR) (DIRECTOR)

Din:- 00055694 Din:- 00055728

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Mar 31, 2013

The Directors have pleasure in presenting their Annual General Report Along with the Audited Statements of Account of the Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS For the Year Ended

31.03.2013 31.03.2012

Income from operations : Rs. 2012580 Rs. 1151593

Other Income : Rs 1593570 Rs. 300000

Depreciation : Rs. 115824 Rs. 142883

Profit/(Loss) before Tax : Rs. 2694720 Rs. 612626

Profit/(Loss) after Tax : Rs 2592967 Rs. 517626

BUSINESS PROSPECTS

The Directors are making very hard and sincerely efforts to revive the business of the Company and are happy to inform that the company will do both the businesses of Real Estates and the Share trading and hope to build the business in the coming years

DIRECTORS

Mr.Rajesh Chawla and Mrs. Monika Jain who retire by rotation and inform the board of her willingness to continue as the director of the company. So Mr. Arun Khera proposes the name of Mr. Rajesh Chawla and Ms. Vimmi Sachdev proposes the name of Mrs. Monika Jain as the directors of the company.

The Board considers her appointment and recommends for appointment.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given Pursuant to the Section 217 (2A) of the Companies Act, 1956, hence information required under this section is not given.

CONSERVATION OF ENERGY, TECHNOLOGY AND ABSORPTION

The particulars as required under section 217 (1)(e) of the Companies Act, 1956 in respect of conservation of energy & technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earning and outgo during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement is enclosed

AUDITORS

M/s. A. Mohan & Company, Auditors of the Company vacate office at the conclusion of the forthcoming Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Directors commend their reappointment by the Members at the forthcoming AGM.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 regarding Directors' Responsibility Statement, the Directors confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation related to material departures.

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at the end of March 31, 2013.

c) and the profits for the year ended on that date.

d) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

e) the directors have prepared the annual accounts on a going concern basis.

Sd/- Sd/-

ARUN KHERA RAMANKHERA

(DIRECTOR) (DIRECTOR)

---

Mar 31, 2012

The Directors have pleasure in presenting their Annual General Report Along with the Audited Statements of Account of the Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS For the Year Ended

31.03.2012 31.03.2011

Income from operations : Rs. 1151593 Rs. 369598

Other Income : Rs. 300000 Rs. 1520696

Depreciation : Rs. 142883 Rs. 157372

Profit/(Loss) before Tax : Rs. 612626 Rs. 601283

Profit/(Loss) after Tax : Rs. 517626 Rs. 490283

BUSINESS PROSPECTS

The Directors are making very hard and sincerely efforts to revive the business of the Company and are happy to inform that the company will do both the businesses of Real Estates and the Share trading and hope to build the business in the coming years

DIRECTORS

Mrs. Raman Khera who retires by rotation and inform the board of her willingness to continue as the director of the company. So Mr. Rajesh Chawla proposes the name of Smt. Raman Khera as the director of the company.

The Board considers her appointment and recommends for appointment.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given Pursuant to the Section 217 (2A) of the Companies Act, 1956, hence information required under this section is not given.

CONSERVATION OF ENERGY, TECHNOLOGY AND ABSORPTION

The particulars as required under section 217 (1)(e) of the Companies Act, 1956 in respect of conservation of energy & technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earnings and outgo during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement is enclosed

AUDITORS

M/s. A. Mohan & Company, Auditors of the Company vacate office at the conclusion of the forthcoming Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Directors commend their reappointment by the Members at the forthcoming AGM.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 regarding Directors' Responsibility Statement, the Directors confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation related to material departures.

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at the end of March 31, 2012

c) and the profits for the year ended on that date.

d) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

e) the directors have prepared the annual accounts on a going concern basis.

Sd/- Sd/-

ARUN KHERA RAMAN KHERA

(DIRECTOR) (DIRECTOR)