To, 

The Shareholders 

M/s. Indo SMC Private Limited 

Your Directors have a pleasure in presenting their 3 rd Annual Report together with
Audited Balance Sheet as on 31 st March, 2024 and Profit & Loss Statement for the year
ended on 31 st March, 2024. 

1. FINANCIAL PERFORMANCE : (In Thousands) 



  

    
Particulars 
    
2023-24 
    
2022-23 
  


  

    
Sales & Other Income 
    
2,80,605.28 
    
73,101.50 
  
  

    
Less: Expenses 
    
(2,29,553.97) 
    
(61,016.23) 
  
  

    
Profit / (Loss) Before Depreciation & Finance Cost 
    
51,051.31 
    
12,085.27 
  
  

    
Less: Finance Cost 
    
(6,167.00) 
    
(4,949.51) 
  
  

    
Less: Depreciation 
    
(4,186.17) 
    
(2 ,413.74) 
  
  

    
Profit / (Loss) before Tax 
    
40,698.14 
    
4 ,722.02 
  
  

    
Profit / (Loss) before Tax 
    
40,698.14 
    
4 ,722.02 
  
  

    
Less: Income Tax 
    
(9,868.88) 
    
(738) 
  
  

    
Deferred Tax 
    
(1,487.14) 
    
(1,052.64) 
  
  

    
Short Provision of IT of Earlier Year 
    
0 
    
0 
  
  

    
Profit / (Loss) after Tax 
    
29,342.12 
    
2,931.38 
  



2. PERFORMANCE OVERVIEW: 

During the year under review, the revenue from operating activities stood at Rs.
28,03,37,804/- as compared to that of Rs. 7,29,54,848/- during the previous year 2022-23,
showing growth of 284% as compared to previous financial year, while Net Profit of the
Company stood at Rs. 2,94,51,798/- as compared to that of previous year 2022-23 of Rs.
29,31,380/-, showing growth of 900% as compared to previous financial year. The Management
of the Company is very optimistic about the future growth of the Company and committed to
tap the market opportunities and to get the maximum business opportunities due to various
government policies. 

3. DETAILS REGARDING SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND JOINT VENTURE
COMPANIES: 

No Company during the year has become or ceased to De Company's Subsidiary, Joint
Ventures or Associate Companies. Hence disclosures in Form AOC-1 are not applicable for
the year under review. 

4. PERFORMACE AND FINANCIAL POSITION OF ASSOCIATE, JOINT VENTURE OR
SUBSIDIARY COMPANIES: 

The Company does not have any Associate or Joint Venture or Subsidiary Company; hence
disclosure requirement with respect to performance and financial position of such
Associate or Joint Venture or Subsidiary Company is not applicable during the year under
review. 

5. MATERIAL CHANGES AND COMMITMENTS: 

During the year under review, there were no material changes and commitments affecting
the financial position of the Company which have occurred between the end of financial
year of the Company to which the financial statements relate and the date of the Board of
Director's report. 

6. SHARE CAPITAL: 

A. Authorized Share Capital 

During the year under review, the Authorized Share Capital of the Company was increased
from Rs. 65,00,000/- (Rupees Sixty Five Lacs Only) divided into 6,50,000 (Six Lacs Fifty
Thousand only ) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 11,00,00,000/-
(Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lacs Only) Equity
Shares of Rs. 10/- each in the Extra Ordinary General Meeting held on 7th February, 2024
by passing an Ordinary Resolution. 

B. Issued, Subscribed & Paid-Up Share Capital 

During the year under review, the Issued, Subscribed & Paid-Up Share Capital of the
Company was increased from Rs. 65,00,000/- (Sixty Five Lacs only) divided into 6,50,000
equity shares of Rs. 10/- each, to Rs. 73,10,000/- (Seventy Three Lacs Ten Thousand only)
divided into 7,31,000 equity shares of Rs. 10/- each by way of allotment of equity shares
on Preferential cum Private Placement basis. Further, during the period under review Mr.
Rachit Jain has acquired 20% stake in the Company by way of internal transfer amongst the
existing promoters. Mr. Rachit Jain shall be one of the promoter of the Company as decided
by the Management of the Company. 

7. FINANCE: 

During the year under review, the following changes occurred within the financing/s
availed and/or repaid by the Company. Your Company has approached bankers for various
financial facilities to fund short term as well as long term financial needs of the
Company. 

During the year under review, the existing limits of Rs. 6,98,96,000 /- of HDFC Bank
was increased to Rs. 9,98,96,000/- vide Modification of Charge dated 29/08/2023 the said
bank finances availed for various short term and long term financial needs of the Company.


8. REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT: 

During the year under review, there is no revision in the financial statements or
report and hence disclosures requirement is not applicable. 

9. DIVIDEND: 

In order to conserve the resources of the Company, your Directors have not declared any
payment of Dividend on Equity Share Capital of the Company. 

10. RESERVES: 

During the period under review, the Company has not transferred any amount to any
reserves. 

11. DIRECTORS & KEY MANAGERIAL PERSONNEL: 

During the year under review, Ms. Riktaben Sonawala (DIN: 10225099), has been appointed
as the Director of the Company with effect from 19th July, 2023, vide passing Board
Resolution in the Board of Directors Meeting. 

Further, there was no cessation or change in designation in the Board Structure during
the year. Also, the requirement to appoint Key Managerial Personnel was not applicable to
the Company during the period under review. 

As per the provisions of the Articles read with the Companies Act, 2013, none of the
Directors of your Company is liable to retire by rotation during the financial year under
review. 

12. INDEPENDENT DIRECTOR: 

Your Company is not covered under class of Company as prescribed under Section 149(3)
of the Companies Act, 2013 read with Rule 4 of Companies (Appointment and Qualification of
Directors) Rules, 2014, hence, no disclosures required under sections 134(3)(d), Section
149(6) and 149(10) of the Companies Act, 2013. 

13. DIRECTORS' RESPONSIBILITY STATEMENT: 

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect
to Directors' Responsibility Statement, it is hereby confirmed: 

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

b. that the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the company for that period; 

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


d. that the Directors had prepared the annual accounts on a going concern basis; and 

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

14. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: 

The Company is well equipped with adequate internal financial controls. The Company has
a continuous monitoring mechanism which enables the organisation to maintain with the same
standard of the control systems and helps them in managing any default on timely basis
because of strong reporting mechanisms followed by the Company. 

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) 

The Company is not covered under class of Companies as specified under Section 135 of
the Companies Act, 2013, hence, reporting requirement pertaining to CSR Committee and CSR
is not applicable to your Company during the year under review under section Sec 134(3)
(o) read with Rule 9 of Companies (Accounts) Rules, 2014 and Section 135 of the Companies
Act, 2013. 

16. FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE: 

Being an unlisted Company or having paid up capital of less than Rs. 25 Crores, the
Statement in respect of Formal Evaluation by the Board of its own performance and that of
its committees and individual directors are not applicable to the Company. 

17. NUMBER OF MEETINGS OF BOARD: 

The Board of Directors duly met 8 (Eight) times during the financial year under review
on 15 th April, 2023, 19th July, 2023, 7th August, 2023, 23rd August, 2023, 31st October,
2023, 1st February, 2024, 27th February, 2024 and 18th March, 2024 respectively. The Board
of Directors confirms the compliance of the requirements of the Secretarial Standard
issued by Institute of Company Secretaries of India and notified by the Ministry of
Corporate Affairs. The Prescribed quorum was present for all the Meetings. 

18. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES
/ EMPLOYEE STOCK OPTION SCHEME: 

During the year under review, the Company has not issued any equity shares with
differential voting rights or sweat equity shares or employee stock option scheme. Hence
disclosure regarding the same is not applicable during the period under review. 

19. AUDITORS & AUDITORS' REPORT: 

M/s. SHAH PATEL AND ASSOCIATES, Chartered Accountants, Ahmedabad, (Firm Registration
No. 139339W), were appointed as statutory auditors of the Company at the 1st Annual
General Meeting of the Members of the Company for a period of 5 (Five) years to hold the
office as statutory auditors from the conclusion of 1st Annual General Meeting held in the
year 2022 till the conclusion of Annual General Meeting to be held in the year 2027.
Further, Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 7 th May,
2018, no ratification of appointment of Statutory Auditors at every Annual General Meeting
is required, as 

per the first proviso of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Amendment Rules, 2018. Accordingly, the Company is not required to
pass any resolution pertaining to ratification of the appointment of Statutory Auditors in
the Annual General Meeting. 

The Board has duly reviewed the Statutory Auditor's Report on the Accounts. Apart from
above stated, there is no observations / comments of auditors on the accounts and the
other notes of Auditors are self explanatory and do not call for any further explanations
/clarifications. 

20. VIGIL MECHANISM: 

As the Company is neither listed Company not falling under criteria laid down under
rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, hence the vigil
mechanism is not applicable to the Company during the financial year under review. 

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013: 

As the Company is not having ten or more women employees as provided under the Sexual
Harassment of Women at work Place (Prevention, Prohibition and Redressal) Act, 2013, hence
the Company is not required to make any policy with respect to the same. However, the
Company ensures security of woman at workplace. There was no case reported under the Act
during the financial year under review. 

22. ANALYSIS OF REMUNERATION: 

The Company is not listed on any recognized stock exchange; hence disclosure regarding
the ratio of the remuneration of each Director to the median employee's remuneration and
other details are not applicable to the Company. 

23. RISK MANAGEMENT POLICY: 

The Company is not required to formulate risk management policy during the year under
review. However, the Board of Directors takes care in order to monitor the risks and to
address/mitigate those risks associated with the Company, if any. The Board of Directors
do not foresee any elements of risk, which in its opinion may threaten the existence of
the Company. 

24. PARTICULARS OF EMPLOYEES: 

No employee of the Company drawing remuneration in excess of the limits specified under
Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014, and hence disclosure requirement
for the same is not applicable to the Company for the financial year under review. 

25. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS & OUTGO: 



  

    
(A) Conservation of energy 
  


  

    
the steps taken or impact on conservation of energy 
    
The activities carried out by the Company are power
    intensive and the cost of the energy is insignificant due to advanced technology and power
    savings. Further, the Company is using LED lights and equipped with high tech equipment,
    which helps in conservation of energy. 
  
  

    
the steps taken by the company for utilizing alternate sources of energy 
    

  
  

    
the capital investment on energy conservation equipments 
    

  
  

    
(B) Technology absorption 
  
  

    
the efforts made towards technology absorption 
    
The Company has not imported any technology during the year.
    
  
  

    
the benefits derived like product improvement, cost reduction, product development or
    import substitution 
    

  
  

    
in case of imported technology (imported during the last three years reckoned from the
    beginning of the financial year) (a) the details of technology imported; (b) the year of
    import; c) whether the technology been fully absorbed; ) if not fully absorbed, areas
    where absorption has not taken place, and the reasons thereof; and 
    

  
  

    
the expenditure incurred on Research and Development 
    

  
  

    
(C) Foreign exchange earnings and Outgo 
  
  

    
The Foreign Exchange earned in terms of actual inflows during the year and The Foreign
    Exchange outgo during the year in terms of actual outflows 
    
Foreign Exchange gain of Rs. 1,68,241/-. Foreign Exchange
    outgo: YEN 13,11,661 and USD 60,178. 
  



26. FIXED DEPOSITS: 

During the year under report, your Company has not accepted any fixed deposits pursuant
to Section 73 of the Companies Act, 2013. Hence, disclosures as required pursuant to Rule
8(5)(v) of Companies (Accounts) Rules, 2014 are not applicable for the financial year
under review. All the loans as accepted from Directors and their relatives fall under the
purview of exempted Deposit and required disclosures and declarations have been obtained. 

27. CORPORATE GOVERNANCE: 

Your Company is an unlisted entity; hence the requirement of Corporate Governance is
not applicable to your Company during the financial year under review. 

28. EXTRACT OF ANNUAL RETURN: 

Pursuant to Companies (Amendment) Act, 2017 the Companies are not required to attach
Extract of Annual Return in Form MGT-9, however, if the Company is maintaining any website
then in such case the Company is required to place copy of Annual Return on the website of
the Company and web link of the same shall required to be given in Director's Report
pursuant to provisions of Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014. The Company is not having any official web
site and hence requirement of placing Annual Return on the web site of the Company is not
applicable. 

29. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE
COMPANIES ACT, 2013: 

The Company hasn't given any loan to a person or a body corporate, neither has it
provided any guarantee or security in connection with a loan to any other body corporate
or a person as per section 186 of The Companies Act, 2013; for the financial year 2023-24.


30. RELATED PARTY TRANSACTION: 

All the related party transactions are at arm's length basis and not material in
nature. Thus, details with respect to Related Party Transaction in prescribed Form AOC-2,
is not applicable to the Company. The Company has obtained all the applicable required
approval of Board of Directors as a prudent corporate governance practice. 

31. DEMATERIALISATION: 

During the period under review, the Company has initiated process of getting dmat
connectivity with KFIN TECHNOLOGIES LIMITED, Registrar and Share Transfer Agent based at
Ahmedabad, Gujarat, to facilitate Dematerialisation of all its existing securities. After
the closure of financial year, the Company has obtained ISIN from Central Depository
Services (India) Limited (CDSL). The ISIN obtained from CDSL is INE0WKY01013. 

32. MATERIAL ORDERS PASSED BY THE REGULATOR/COURT: 

During the year under review, there is no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and Company's
operations in future. 

33. ACKNOWLEDGEMENT : 

Your Directors wish to place on record their sincere appreciation to the Customers,
Employees, Suppliers, Professionals, and Bankers to the Company for their Cooperation and
contribution in the affairs of the Company. 

For, M/s. INDO SMC Private Limited 

Date: 3 rd June, 2024 Place: Ahmedabad 

Mr. Nitin Patel Chairman DIN: 05225550 

Registered Office:- 

Plot 11, Shivprerna Industrial Park, 

Village Paldi, Tal-Daskroi, Ahmedabad, 

Gujarat, India, 382425.