TO THE MEMBERS

Your Directors take pleasure in presenting the twenty eighth (28th)Annual Report on the business performance and operations of the Company along with theaudited standalone and consolidated financial statements for the year ended 31st March2022. The financial performance of your Company for the financial year ended 31st March2022 is summarized below:

Notes:

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

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

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

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

Further in accordance with IND AS-8 'Accounting Policies changes inAccounting Estimates and Errors' and IND AS-1 'Presentation of Financial Statement' theCompany has retrospectively restated the Financial Statements both Consolidated &Standalone for the year ended 31 st March 2021.

Detailed elaboration about the restatement of financial statement canbe referred from Note No. 32 of the Standalone Financial Statements and Note No. 34 of theConsolidated Financial Statements.

FINANCIAL PERFORMANCE Consolidated

On a consolidated basis your Company has recorded an excellentperformance with turnover of Rs.110632.94 lakhs as against Rs.90126.74 lakhs inprevious year and profit after tax of Rs.17456.85 lakhs as against Rs.10501.53 lakhs inprevious year. The revenue earned by the Company on consolidated basis largely comprisesof income from equity commodity and currency brokerage & trading clearing servicesincome from depository business financing capital market operations etc. The subsequentshift in the profits of the Company was due to surge in the domestic equities revival ineconomic activity and robust corporate earnings.

Standalone

On a standalone basis your Company recorded an exceptional performancewith turnover of Rs.66994.06 lakhs as against Rs.50129.98 Lakhs in previous year andprofit after tax stood at Rs.14461.03 Lakhs as against Rs.7494.29 Lakhs in previousyear. The shift is mainly due to exhibition of varying degrees of volatility in stockmarket during the year which in turn accelerated the entry of new investors into themarket. Your Company being a stock broking company has been a beneficiary of the increasedlevel of activity in stock markets.

Refer to Management Discussion and Analysis report for more details.

State of Company's Affairs Your Company along with its subsidiaries andjoint venture company is involved in diversified portfolio of offering of services to itscustomers such as brokerage clearing services depository participant servicesinvestment wealth management PMS real estate broking mortgage and loan advisory NRI& FPI services etc. categorised under Broking Distribution and Trading segment apartfrom Financing business and Insurance Broking business. The Authorised Share Capital ofthe Company is Rs.955100000 and the paid up share capital of the Company isRs.226268900 comprising of 113134450 equity shares of Rs.2 each. The Company intendsto strengthen and extend its position as leading diversified financial services providerby intensifying the cross-selling efforts across the client base expanding geographicpresence expanding service and product portfolio strategic alliances and acquisitionsand by expanding financing and discount broking business. During the year your Companyhas recorded an excellent performance and intends to keep up the growth prospects incoming future.

Change in the Nature of Business

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

Listing Information

The equity shares of the Company is listed on nationwide tradingplatforms i.e. National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) Further asper the data issued by NSE as on 31 st March 2022 your Company has been ranked as 961among the top 1000 listed entities in India.

In furtherance to above we would like to inform that the Company hasapplied to voluntarily delist its 113134450 equity shares having face value of Rs. 2/-each from Calcutta Stock Exchange in accordance with Regulation 6(a) of SEBI (Delisting ofEquity Shares) Regulations 2021. In this regard the approval has been granted by theExchange on 21 st October

2021.

The below mentioned table depicts the listing information of theCompany as on 31 st March 2022:

Material Changes and Commitments Affecting the Financial PositionBetween the end of Financial Year and Date of the Report

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

Return of surplus funds to Shareholders

During the year the Company has distributed an interim dividend of 60%on the face value of the equity shares of the Company i.e. Rs.1.20 per equity share. Thedividend was paid to those shareholders whose name was registered in the Register ofMembers as on 16th November 2021 being the record date. The Company has spentapproximately Rs.13 57 61340/- (Rupees Thirteen Crore Fifty-Seven Lakhs Sixty-OneThousand Three Hundred Forty Only) on account of interim dividend distribution pertainingto FY 2021- 22 during the financial year. Considering the financial statements includingcapital buffers and liquidity levels of the Company for the financial year the Boardconsidered that the performance of the Company was outstanding and accordinglyrecommended declaration of final dividend of 60% on the face value of equity shares

i.e. Rs.1.20 per equity share which if approved shall result inpayment of total dividend @ 120% i.e. Rs.2.4 on the face value of equity shares of Rs. 2each for the FY 2021-22. The record date for the purpose of distribution of final dividendis 10th June 2022 and Book closure period is fixed from 11 th June 2022 to 15th June2022.

*Recommended by the Board of Directors in its meeting held on 7th May2022. The payment is subject to approval by the shareholders in the Annual General Meetingproposed to be held on 25th June 2022.

Pursuant to the Finance Act 2020 dividend income is taxable in thehands of the shareholders which was effective from April 12020 and the Company isrequired to deduct tax at source from dividend paid to the Members at prescribed rates asper the Income Tax Act 1961.

Your Company complies with the Dividend Distribution Policy whilerecommending declaring and payment of dividend. Further in compliance with therequirements of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the policy is published on the website of the Company and is availableat https://smcindiaonline.com/wp- content/uploads/2021/06/DIVIDEND-DISTRIBUTION-POLICY.pdf.

In addition to the above the Board of Directors of the Company haveapproved the Buyback of fully paid up

equity shares of the Company from open market through stock exchangemechanism in accordance with the provisions of SEBI (Buyback of Securities) Regulations2018 for an amount not exceeding Rs. 750000000 (Rupees Seventy Five Crores Only)excluding transaction costs and applicable taxes on Buyback and at a price not exceedingRs.115/- per equity share. This represents 9.64% and 8.78% of the aggregate of the paid upequity share capital and free reserves (including securities premium account) as per theaudited standalone and consolidated financial statements of the Company for the financialyear ended 31 st March 2022 respectively.

Transfer to Reserves

The Company has not transferred any amount to any reserve for thefinancial year ended 31 st March 2022.

Subsidiaries Associates and Joint Ventures

As on 31 st March 2022 the Company has ten (10) subsidiaries whichinclude eight (8) wholly owned subsidiaries and two (2) partially owned subsidiaries. TheCompany also has a joint venture company which is partially owned by its subsidiary i.e.SMC Investments and Advisors Limited with 50% control over the said joint venture company.The Company does not have any associate company as defined under section 2(6) of theCompanies Act

2013. In this regard Moneywise Financial Services Private Limited andSMC Insurance Brokers Private Limited are recognised as material subsidiary by the Boardof Directors in accordance with the provisions of Listing Regulations and in accordancewith Company's policy for determining material subsidiaries.

The highlights of the performance of the Company's subsidiaries duringthe FY 2021-22 are as under:

During the year no new company was acquired as a subsidiary orassociate or joint venture by the Company. Further there was no change in the holding ofthe Company in its subsidiary companies or Joint Venture Company during the period ofreview.

SMC Comtrade Limited and SMC Investments and Advisors Limited whollyowned subsidiaries of the Company incorporated a Limited Liability Partnership with equalcontribution named as Qnance Research Capital LLP however during the year due tooperational difficulties the subsidiaries disinvested their capital holdings from the LLPbefore closure of the financial year. The Board of Directors of the Company reviewed theaffairs of the subsidiaries. A statement containing the salient features of the financialstatements of the subsidiary and joint venture in accordance with the provision of section129(3) of the Companies Act 2013 is provided in Form AOC-1 as annexed to the AnnualReport as Annexure 1.

Further pursuant to the provisions of section 136 of the CompaniesAct 2013 the financial statements and relevant information relating to subsidiarycompanies are also available on the website of the Company athttps://smcindiaonline.com/investors/.

Material Subsidiaries

Pursuant to Regulation 16(1 )(c) of the Listing Regulations and inaccordance with Company's policy for determining material subsidiaries MoneywiseFinancial Services

Private Limited and SMC Insurance Brokers Private Limited wererecognized as material subsidiary by the Board of Directors of Company during the year.The Company ensures compliances relating to subsidiary companies as is mentioned inRegulation 24 of the Listing Regulations and other compliances mentioned in Companies Act2013.

The policy can be accessed at the website of the Companyhttps://smcindiaonline.com/wp- content/uploads/2021 /06/POLICY- FOR-DETERMINING-MATERI AL-SU BSIDIARY-COMPANIES.pdf

Directors' Responsibility Statement

Pursuant to the section 134(3) (c) &

134(5) of the Companies Act 2013 the Board of Directors to the bestof their knowledge and ability state the following:

1. That in preparation of the annual financial statements theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any.

2. That such accounting policies have been selected and appliedconsistently and judgements and estimates have been made that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March312022 and of the profit of the Company for the year ended on that date.

3. That proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

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

5. That proper internal financial controls were in place and that thefinancial control were adequate and were operating effectively.

6. That proper systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and ListingRegulations the Board of Directors on recommendation from the Nomination and RemunerationCommittee has adopted a formal mechanism for evaluation of annual performance of theindividual Directors Board as a whole and Board Committees. The same was carried out bythe Board of Directors for the financial year 2021 -22 in accordance with the GuidanceNote on Board Evaluation issued by Securities and Exchange Board of India on 5th January2017.

The Independent Directors of the Company also at their separatemeeting held during the year reviewed the performance of non-independent directorsChairperson and Board as a whole including evaluation of timeliness and flow ofinformation in the Company and provided their suggestions if any.

In this regard the Board of Directors considers that the IndependentDirectors on the Board of the Company has the required level of expertise experience andintegrity as is required for the position.

Familiarization Program for Independent Director

In accordance with the provisions of Regulation 25(7) and 46(2) of theListing Regulations the Company familiarises its independent directors at regularintervals with their roles and responsibilities and the business strategies of theCompany. Apart from the aforementioned the Company also updates the independent directorsperiodically with the recent changes in statutory provisions applicable on the Companyand/or any change /addition in the business operations of the Company. The details oftraining and familiarization program conducted during the year are provided in theCorporate Governance Report and is also available on the website of the Company athttps://smcindiaonline.com/wp- content/uploads/2021/09/Familarisa tion-programme-2021-22.pdf

Deposits

During the FY 2021 -22 the Company did not accept any deposit withinthe meaning of section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

Vigil Mechanism Policy

The Company has in place a vigil mechanism policy to provide a formalmechanism to the Directors

employees and stakeholders of the Companyto report their concernsincluding concerns about unethical behaviour actual or suspected fraud and violation ofCompany's code of conduct and/or disclosure of unpublished price sensitive information. Inthis regard the Policy provides an adequate safeguard to the whistle blower against anyvictimisation and also provides direct access to the Chairman of the Audit Committee inexceptional circumstances. An update/report on the functioning of the mechanism includingthe complaints received and actions taken is presented to the Audit Committee on yearlybasis.

The Audit Committee receives investigates and redresses the complaintsreceived under the vigil mechanism. The Policy on vigil mechanism is available on thewebsite of the Company at https://smcindiaonline.com/wp- content/uploads/2021 /06/VIGIL-MECHANISM-POLICY.pdf.

Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a 'Policy for prevention of sexual harassment' to prohibitprevent or deter any acts of sexual harassment at workplace and to provide a procedure forredressal of complaints pertaining to such harassment. In order to sensitize the employeesabout the policy the Company has placed the policy on the online employee portal of theCompany for ease of access and unified dissemination of the policy to each and everyemployee of the Company.

The Company also has an Internal Complaints Committee (ICC) constitutedin compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 read with its allied Rules. The ICC comprises of majority womenmembers. The committee is responsible for conducting inquiries pertaining to complaintsunder the Act.

During the year ICC has received 'nil' complaints of sexual harassmentfrom the employees of the Company. The details of sexual harassment complaints receivedand disposed off by the Company are also provided in the Business Responsibility Reportannexed to this Annual Report. The Company ensures to sensitize its employees on regularbasis about prevention and prohibition of sexual harassment. Also online trainingprograms were run for the employees of the Companyto enhance awareness and knowledge aboutsexual harassment within the organisation.

Particulars of Contracts or Arrangements with Related Parties

During the year the Company has not entered into any materiallysignificant transaction which may have potential conflict of interest in the Company. Allthe related party transactions entered during the year were in ordinary course of businessand at arm's length basis. The Company did not execute any material related partytransactions as is prescribed under section 188(1) of the Companies Act 2013 read withRule 15 of the Companies (Meetings of Board and its Powers)

Rules 2014. Further there were no material related party transactionswhich were entered in ordinary course of business or arm's length basis. Accordingly thereporting in form AOC-2 as per section 134 of the Companies Act 2013 is not applicableand hence does not form part of this report.

During the year the Company has entered into related partytransactions which were in ordinary course and were executed by virtue of an omnibusapproval granted by the Audit Committee. In this regard transactions for which omnibusapproval was not obtained specific approval of Audit Committee was obtained as and whenrequired. The Audit Committee on quarterly basis reviewed the related party transactionsentered into on the basis of the omnibus approval granted.

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

For the purpose of determination of related party and related partytransactions and to ensure compliance of approval and review mechanism relating to suchtransactions the Company has formulated a policy for related party transactions. Duringthe year the related party transaction policy underwent revision due to the recentamendments introduced by the SEBI (Listing Obligations and Disclosure Requirements) (SixthAmendment) Regulations 2021. The policy on related party transactions ensures properidentification approval

review and reporting of related party transactions. The same ispublished on the website of the Company and can be accessed athttps://smcindiaonline.com/wp- content/uploads/2021 /09/POLICY-ON-RELATED-PARTY-TRANSACTIONS- 01 .pdf

Significant and Material Orders Passed by Regulators or Courts orTribunals

No significant or material orders were passed by the regulators orcourts or tribunals which could impact the going concern status of the Company and itsfuture operations.

Internal Control and Audit

Your Board of Directors had appointed M/s Prachi Agnihotri &Associates Practicing Chartered Accountants as the Internal Auditors of the Company forFY 2021 -22 to review monitor and evaluate the efficacy and adequacy of internal controlsystems in the Company its compliance with operating systems procedures and policies ofthe Company. The scope of internal audit and authority are internally determined by theinternal auditor and the management. During the last quarter of the financial year M/sPrachi Agnihotri & Associates resigned from Company due to other pre-occupations andM/s PNG & Co. Practising Chartered Accountants were appointed as the InternalAuditors for the last quarter of FY 2021 -22.

The Audit Committee comprising of independent directors regularlyreviews the significant audit findings adequacy of internal controls

compliance with accounting standards as well as evaluates the reasonsfor any changes in accounting policies and practices if any.

Internal Financial Control and their Adequacy

The Company's has in place adequate internal financial controls withreference to financial statements which commensurate with the size scale and complexityof its operations. The internal financial control is supplemented by extensive internalaudits regular reviews by the Management and standard policies and guidelines to ensurereliability of financial statements and its reporting and other data. The Audit Committeeof the Board reviews internal audit reports given along with management responses atregular intervals. Detailed discussion on internal financial control can be referred inthe Management Discussion and Analysis Report which forms part of this Annual Report.

Risk Management

Company's risk management process is designed to identify and mitigaterisks that have the potential ability to materially impact our business objectives. YourCompany being in stock broking business is exposed to various risks which can beclassified as market risk credit risk and operational risk. The Company adoptsmitigation measures to reduce the adverse effects of such risks on real time basis. Inthis regard the Company has a risk management policy which acts as a guiding document forthe purpose of identifying and mitigating risk. Further the Company has a risk managementcommittee which along with the Audit Committee monitors and reviews the risk existent inthe Company.

Directors and Key Managerial Personnel who were Appointed or haveResigned During the Year

During the period no directors or key managerial personnel of theCompany were appointed or reappointed by the Company. However on 4th May 2022 Mr. RoopChand Jindal Non-Executive Independent Director of the Company tendered his resignationfrom the position of Independent Director of the Company due to his advanced age andrelated health issues. His resignation shall be effective from the date of approval as maybe granted by the exchanges where the Company is a trading/clearing member. Apart from Mr.Roop Chand Jindal no director has resigned or was removed from the Company. The Boardplaces on record its appreciation for the invaluable contribution and guidance of Mr. RoopChand Jindal during his tenure as an independent director of the Company. Also no keymanagerial personnel of the Company have resigned or was/were removed from the Companyduring the year.

At the 27th Annual General Meeting of the Company held on 7th August2021 Mrs. Shruti Aggarwal Non- Executive Director of the Company retired by rotation andbeing eligible was reappointed at the Meeting. Mr. Ajay Garg Director and CEO of theCompany (DIN:00003166) retires by rotation at this 28th AGM and being eligible hasoffered himself

for reappointment. The agenda seeking approval of the Members for hisreappointment forms part of the Notice of 28th AGM.

Further based on the recommedation of the Nomination and RemunerationCommittee the Board of Directors has recommended reappointment of Mr. Mahesh C. GuptaVice Chairman and Managing Director (DIN: 00003082) whose term of appointment as aManaging Director is expiring on 31 st August 2022. Accordingly the Board of Directorsrecommends reappointment of Mr. Mahesh C. Gupta as Vice Chairman and Managing Director ofthe Company for another term of five years i.e. from 1 st September 2022 to 31 st August2027 by the Members in the 28th AGM. The requisite details as required under applicablelaws are annexed to the Notice of the AGM.

The Board of Directors on the recommendation of Nomination andRemuneration Committee also recommends reappointment of Mr. Naveen ND Gupta IndependentNon- Executive Director of the Company (DIN: 00271748) whose term as an IndependentDirector is exipring on 30th January 2023. Basis the consent and declaration receivedfrom Mr. Naveen ND Gupta as Independent Non-Executive Director of the Company for anotherterm of five years i.e. from 31 st January 2023 to 30th January 2028 by the Members inthe 28th AGM. The requisite details as required under the applicable laws are annexed tothe Notice of the AGM.

In this regard the Board of the Company is diverse with skills such asfinancial skills accounting

skills marketing skills business development and strategic decisionmaking technology skills etc. The details of skills and expertise of the directors isprovided in detail in the Corporate Governance Report of the Company annexed to thisAnnual Report. The Company also has a policy on Board diversity which sets out theapproach of the Company to diversity.

Committees of Board

As on March 312022 following statutory Board committees werefunctional in the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholder's Relationship Committee

5. Risk management committee

The details of composition terms of reference and number of meetingsconducted during the year is provided in the Corporate Governance Report annexed to thisAnnual Report. The Board of Directors at its meeting held on 7th June 2021 constituted arisk management committee by virtue of SEBI (Listing Obligations and DisclosureRequirements) (Sixth Amendment) Regulations 2021 .In the Board Meeting held on 7th June2021 the Directors constituted a voluntary committee named as Business Responsibility andSustainability Committee for the review and approval of the Business Responsibility Reportas applicable on the Company.

During the year under review the Board of Director in their meetingheld on 7th May 2022 also constituted a non-statutory voluntary committee named as theBuyback Committee for the purpose of execution of the Buyback proposal approved by theBoard of Directors of the Company. The composition details of the committee are discussedin the Corporate Governance Report.

During the year all recommendations made by the committees wereapproved by the Board.

Code of Conduct for Directors and Senior Management Personnel

The code of conduct for directors and senior management personnel ofthe Company is in conformity with the requirements of the Listing Regulations and isplaced 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 haveaffirmed compliance with Company's Code of Conduct for Directors and Senior Managementduring the year and a declaration to that effect signed by the CEO of the Company isenclosed to this Annual Report.

Management Discussion and Analysis

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

Board Meetings and Annual General Meeting

During the year four Board Meetings were held on 7th June 202111thAugust 202108th November 2021 and 31 st January 2022 in accordance with the provisionsof Companies Act 2013. A detailed discussion on Board Meetings including the attendanceof the directors can be referred in the Corporate Governance Report annexed to this AnnualReport.

The 27th Annual General Meeting (AGM) of the Company was held onSaturday 7th August 2021. Further the 28th Annual General Meeting of the Company for theFY 2021-22 is scheduled to be held on Saturday 25th June 2022. The details regarding theAnnual General Meeting are made available in the Notice of the Meeting as set out in thisAnnual Report.

Apart from the Annual General Meeting no Extra-Ordinary GeneralMeetings were conducted/held during the year.

Meetings of Independent Director

The Independent Directors of your Company meet at least once in afinancial year without the presence of other executive or non-executive directors. Duringthe year a separate meeting of independent directors was convened on 12th March 2022inter alia to perform the following:

a) Review the performance of Non-Independent Directors and the Board asa whole

b) Review the performance of the Executive Chairman of the

Company (considering the views of the Executive and Non-ExecutiveDirectors)

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

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