Your directors have pleasure in presenting their 31^st Annual Report on the business and operations of the Company
together with its Audited Accounts for the year ended 31^st March, 2024.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

The highlights of the financial results of the Company for the financial year ended 31^st March, 2024 are as under:

(' in Lakhs)

2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR:

On account of overall economic slowdown, liquidity crisis faced by the Company and investments being
blocked, your Company is striving hard to capture its business opportunities and also trying for new avenues
to provide impetus to the operations of the Company and achieve target as per business plans of the Company.

3) CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the activities of NBFC.

There was no change in the nature of the business of the Company during the year under review.

4) DIVIDEND:

In view of inadequacy of distributable profits your directors express their inability to recommend a dividend
on Equity Shares of the Company for the year under review.

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The company does not have any amount which is required to be transferred to the Investor Education and
Protection Fund (IEPF).

6) RESERVES:

Owing to accumulated losses of the Company for the financial year 2023-24, your Company was unable to
transfer any funds to the Reserves and Surplus Account.

7) CHANGES IN SHARE CAPITAL:

The paid-up Equity Share Capital as on 31^st March, 2024 was ' 7,23,08,000/-.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

D) Provision of money by company for purchase of its own shares by employees or by trustees for
the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by
trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital
and Debentures) Rules, 2014 are not required to be disclosed.

8) FINANCE:

The Company has not borrowed loan from any Bank or Financial institution during the year under review.

9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

In tern of SEBI circular no SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 and
('the Circular"), listed entities were directed to issue the securities in dematerialized form only while
processing various investor service request. Dated December 30, 2022 the company has opened suspense
Escrow Demat Account.

Hence, Disclosures with respect to demat suspense account/ unclaimed suspense account are not required
to mention here.

10) DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR:

Mr. Ramkaran Saini (DIN: 00439446), Director retires by rotation at the forthcoming Annual General Meeting
and being eligible, offer himself for reappointment.

a) Key Managerial Personnel:

b) Director:

*Resignation of Mrs. Sanju Chaudhary as Company Secretary & Compliance Officer of the Company, with effect from 18^th
December, 2023.

#Appointment of Mrs. Simran Chugh as Company Secretary & Compliance Officer of the Company, with effect from 18^th
December, 2023.

11) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered
office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and
notes on agenda are duly circulated to the directors. All material information is incorporated in the notes on
agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach
supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business
exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are
often invited to attend the Board Meetings and provide clarifications as and when required.

During the year 2023-24, 5 (Five) Board Meetings were convened and duly held on:

The Board of Directors of the Company were present at the following Board Meeting held during the
year under review:

c) Changes in Directors and Key Managerial Personnel:

During the year, the following changes occurred in the Composition of Board Directors due to
Appointments and Resignations of several Directors and KMP:

12) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN
MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:

During the year, 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, governance issues etc. Separate exercise was carried out to evaluate the performance of individual
Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution
at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman
and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board
and its Committees with the Company.

13) SEPARATE MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Act, Listing Regulations and Secretarial Standard - 1 on Meetings of the Board of Directors
mandates that the Independent Directors of the Company hold at least one meeting in a year, without the
attendance of Non-Independent Directors.

The Independent Directors Meeting was held on 30^th March, 2024. The Independent Directors, inter alia,
discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson
of the Company and assessed the quality, quantity and timeliness of flow of information between the
Company's management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.

In addition to formal meetings, frequent interactions outside the Board Meetings also take place between
the Independent Directors and with the Chairperson, and rest of the Board.

14) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions
of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure- A" to the Board's report.

None of the employees of the Company drew remuneration of ' 1,02,00,000/- or more per annum and
' 8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year
or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company. Hence, no information is required
to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

15) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the
same are not required to mention here.

16) CHANGE OF NAME:

The Company has not changed its name during the year under review.

17) STATUTORY AUDITORS:

In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the Companies (Audit and Auditors) Rules,
2014, made thereunder, the present Statutory Auditors of the Company M/s. Naimish N Shah & Co, Chartered
Accountants, Ahmedabad were appointed as Statutory Auditors of the Company from Annual General
Meeting of year 2022, to hold office until the conclusion of the Annual General Meeting which will be held
in the year 2027.

The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules
framed thereunder was furnished by them towards appointment of 5 (Five) years term.

18) COST AUDITORS:

The Cost audit of the Company has not been conducted for the financial year 2023-2024 as provisions of
Section 148 of the Companies Act, 2013 are not applicable on the Company.

19) SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Rupal Patel, Practicing
Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith as "ANNEXURE -B".

Reply to the qualification Remarks in Secretarial Audit Report:

1. The company has informed to the promoters about the requirement of their respective holding in
dematerialized mode only.

2. The company has taken serious note of the comment of Secretarial Auditor and undertakes to comply
within prescribed time in future. However, delay in filing / uploading various forms with the RBI was due
to technical error of RBI website only.

20) RESPONSE TO AUDITOR'S REMARKS:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports
except as mentioned below. Rest of the Observation, if any, made by the Statutory Auditors in their Report are
self explanatory and therefore, do not call for any further comments under section 134(3) (f) of the Companies
Act, 2013 except for:

1. All the loans which are repayable on demand has been confirmed by the Board of Directors of the
Company under their respective close contact and observation, due to which interest has also been
provided on the last date of financial year without any financial loss to the Company. Moreover, the Board
of Directors of the Company has instructed legal team of the Company, to execute revised documents
mentioning terms of repayment as per Company's policy.

21) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises 3 Members as mentioned under
section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR), 2015. The committee shall review
the quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance
of internal control systems and internal audit, timely payment of statutory dues and other matters.

During the year under review, 4 meetings of the committee were held 28-05-2023, 08-08-2023, 12-11-2023
and 06-02-2024. The composition of committee and attendance at its meetings is given below:

The Board has accepted the recommendations of the Audit Committee whenever made by the Committee
during the year.

22) VIGIL MECHANISM:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance
Report and also posted on the website of the Company.

23) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of
Directors mainly for the purposes of recommending the Company's policy on Remuneration Package for the
Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy
in respect of key management personnel.

The Nomination & Remuneration Committee consisted of 3 Directors. During the year under review, one (1)
meeting of the committee was held on 18-12-2023. The name of members, Chairman and their attendance at
the Remuneration Committee Meeting are as under Committee of Board:

24) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Directors, 4 meetings of the committee were held
11-04-2023, 11-07-2023, 10-10-2023 and 06-01-2024. The name of members, Chairman and their attendance
at the Stakeholders Relationship Committee are as under Committee of Board:

The status of shareholders' complaints received so far/number not solved to the satisfaction of shareholders/
number of pending share transfer transactions (as on 31^st March, 2024 is given below):-

Compliance Officer:

Ms. Simran Chugh, is Compliance Officer of the company for the purpose of complying with various provisions
of Securities and Exchange Board of India (SEBI), Listing Regulation with Stock Exchanges, Registrar of
Companies and for monitoring the share transfer process etc.

However, Mrs. Sanju Choudhary has resigned w.e.f. 18^th December, 2023 and Mr. Simran Chugh has been
appointed as Company Secretary and Compliance Officer of the company w.e.f. 18^th December, 2023.

25) EXTRACT OF ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013
read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual
Return of the Company for the Financial Year ended on 31^st March, 2024 in Form MGT-7 is available on website
of the Company and can be accessed at www.indocreditcapital.com.

26) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no any Material changes occurred subsequent to the close of the financial year of the Company to
which the balance sheet relates and the date of the report.

27) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company's operations in future, during the year under review.

28) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements
during the year under review.

29) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contracts or arrangements with related parties during the
year under review.

29) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the
Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National
Company Law Tribunal or other Courts.

30) DEPOSITS:

Your Company has not accepted / renewed any deposits from the public/share holders during the
year under review.

31) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has made loans and investments, after complying with provisions of section 185 and 186 of the
Companies Act, 2013. No guarantee has been provided during the year under review.

32) CORPORATE GOVERNANCE:

The paid-up share capital and net worth is below the prescribed limit for mandatory applicability of Corporate
Governance Report so the Company has decided not to opt for the time being.

33) MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March,
2024 and marked as "ANNEXURE-C".

34) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31^st March, 2024. This is also being supported
by the report of the auditors of the Company as no fraud has been reported in their audit report for the
financial year ended 31^st March, 2024.

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

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective
of gender, caste, creed or social class of the employees. The Company has zero tolerance for sexual
harassment at workplace and has adopted a policy against sexual harassment in line with the provision of
sexual harassment of women work at workplace (Prevention, Prohibition and redressal) Act, 2013 and the
rules framed thereunder. During the financial year 2023-24, the Company has not received any complaint on
sexual harassment.

36) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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, During the year under review it is NIL.

37) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the Company
does not have net worth of ' 500.00 crores, does not have turnover ' 1,000.00 crores and does not have net
profit of ' 5.00 crores during the financial year and hence the company is exempted to comply the provision
of section 134(4)(o) of Companies Act, 2013.

38) DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2024, 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 judgment 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 31^st March, 2024 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 controls were adequate and
were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

39) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e., SS-1 and SS-2 relating to Meetings of the Board
of Directors' and General Meetings', respectively, have been duly followed by the Company.

40) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE where the
Company's Shares are listed.

41) PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading)
Regulation, 2015 ("The PIT Regulations"). The PIT regulations have come into effect from 15^th May, 2015 and
replaced the earlier Regulations. The object of the PIT Regulation is to curb the practice of insider trading in
the securities of a listed company.

The company has adopted an 'Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades
by insiders' ("the code") in accordance with the requirements of the PIT regulations.

The Code is applicable to promoters and Promoter's Group, all Directors and such Designated Employees
who are expected to have access to unpublished price sensitive information relating to the Company. The
Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations.

The company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)' in compliance with SEBI (Prohibition of Insider Trading) Regulation, 2015.
This Code is displayed on the Company's website viz www.indocreditcapital.com.

42) ACKNOWLEDGEMENTS:

Your directors thank the various Central and State Government Departments, Organizations and Agencies
for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all
stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners
for the excellent support received from them during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued contribution
to the Company.

By Order of the Board of Directors
For Indo Credit Capital Limited

Sd/-

Ramkaran Saini

Place: Ahmedabad Chairman & Whole Time Director

Date: 22^nd July, 2024 DIN: 00439446