Year End :2024-03

Your Directors are pleased to present their 34^th (Thirty Four) Report of the Company together with the audited financial statements for the Financial Year ended on March 31, 2024.

The performance highlights and summarized financial results of the Company are given below:

1. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY

? Income from operation for the year was Rs. 695.60 Lakhs as compared to Rs. 304.15 Lakhs in 2022-23, a growth of 56.28%

? Profit Before Tax for the year was Rs. 309.96 Lakhs as compared to Rs. 186.64 in 2022-23, a increase of 39.79%

? Profit After Tax for the year was Rs. 212.36 Lakhs as compared to Rs. 132.03 Lakhs in 2022-23, a increase of 37.83%

FINANCIAL RESULTS

	Standalone		Consolidated
Particulars	March 31st , 2024	March 31st , 2023	March 31st, 2024	March 31st, 2023
Total Revenue	695.72	304.42	1277.29	1957.20
Less: Total Expenditure	385.76	117.78	1146.99	921.94
Profit/(Loss)before Tax	309.96	186.64	14.40	1008.72
Less: Provision for Taxation	-	-	-	-
Current Tax	97.55	54.60	97.55	104.20
Short provision of Tax for earlier year	-	-	(4.22)	2.97
Deferred Tax Asset	0.05	0.01	(212.50)	227.96
Profit/(Loss) after Tax	212.36	132.03	133.56	673.59
Add: Balance bought forward from last year	-	-	-	-
Surplus available for appropriation	-	-	-	-
Less: Appropriations	-	-	-	-
Fixed Assets written off	-	-	-	-
Transfer to reserve Fund u/s 45(IC) of RBI Act 1934	42.47	26.41	37.27	26.41
Surplus Carried to Balance Sheet	-	-	-	-

2. DIVIDEND

The Board of Directors of the Company deems it appropriate to preserve the financial resources of the Company for its future activities and therefore, did not recommend any dividend on the Equity Shares for the financial year ended March 31, 2024.

3. TRANSFER TO RESERVES

Details of the amount transferred by the Company to RBI Reserve Fund Account as per the provisions of Section 45-IC of the Reserve Bank of India Act, 1934 are given in the Financial Statements of the Company for the year ended March 31, 2024 forming part of this Annual Report.

4. CHANGE IN THE NATURE OF BUSINESS

There was no changes in the nature of the business of the Company during the financial year 2023-24.

5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the reporting period, the Company has three wholly owned Subsidiaries named as follows:

1. Credent Investment Private Limited

2. Credent Property Advisory Private Limited

3. Credent Asset Management Services Private Limited*

Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable and details of the same is annexed in AOC-1 as Annexure-I.

6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013

The Company, being a Non-Deposit accepting Non-Banking Finance Company, has not accepted/ invited any deposits from the public during the financial year ended March 31, 2024 in terms of the provisions of Chapter V of the Companies Act, 2013 read with the allied Rules and the Directions issued by Reserve Bank of India for Non-Deposit accepting Non-Banking Finance Companies and shall not accept any deposits from the Public without obtaining the prior approval of RBI.

7. RBI GUIDELINES

The company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non-Banking Financial Company.

8. NBFC REGISTRATION

Your Company is a Non-Banking Financial Company (NBFC) registered with RBI as a NBFC- Non Deposit taking - Non-Systematically Important under section 45 IA of the Reserve Bank of India Act, 1934 bearing Registration no. 14.00242. Consequent to change in name of the Company, RBI issued fresh CoR No. 14.00242 dated May 30, 2023, in the name of Credent Global Finance Limited and consequently, CoR No. 14.00242 dated March 04, 1998 in the name of M/s Oracle Credit Limited was cancelled.

9. REGISTERATION OF CREDIT INFORMATION COMPANIES (CIC’S) AS PER RBI NORMS

The Directors of the Company are happy to report that the Company get its membership certificate from all CICs i.e., Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Private Limited, CRIF High Mark Credit Information Services Private Limited. A sound rating/upgrade in a challenged business environment speaks volumes about the Company’s performance and its systems & processes.

10. DEMATERIALIZATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No INE727C01016 has been allotted for the Company. Therefore, the investors may keep their shareholding in

the electronic mode with their depository Participant 92.40% of the Company’s paid-up Share Capital is in dematerialized form as on March 31, 2024 and balance 7.60% in physical form.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2024:

DIN No./ PAN	Name of the Director/KMP	Designation	Date of Appointment	Date of Resignation
07002410	Mr. Aditya Vikram Kanoria	Managing Director and Chief Financial Officer	03/11/2021	NA
06395827	Mr. Mandeep Singh	Executive Director	28/10/2021	NA
06594845	Mr. Mohit K Chheda	Non-Executive & NonIndependent Director	03/11/2021	NA
07739598	Mr. Sulabh Jain	Non-Executive & Independent Director	03/11/2021	NA
08135535	Mrs. Shubhangi Agarwal	Non-Executive & Independent Director	28/10/2021	NA
MRXPS7793C	Ms. Preeti Sethi	Company Secretary	03/11/2021	NA

During the year 2023-2024, there has been no change in the Board of Directors of the Company.

**Further, Chief Executive Officer (CEO) has been appointed by the Board of Directors of the Company on May 30^th, 2024 for the Financial Year 2024-25.

Retirement by Rotation:

Mr. Mandeep Singh (DIN: 06395827), Executive Director of the Company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Mandeep Singh has been included in the Notice convening the ensuing AGM.

The Company has received intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your Directors, confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2024 the applicable Indian Accounting Standards have been followed and there are no material departures from the same;

ii) The selected accounting policies were applied consistently and the Directors 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 as at March 31, 2024 and of the profit of the Company for that period.

iii) 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;

iv) The annual accounts have been prepared on a 'going concern' basis.

v) The Internal financial controls have been laid by the Directors to be followed by the Company and such financial controls are adequate and were operating effectively.

vi) Proper systems had been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.

13. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3) of the Companies Act, 2013, the Annual Return, as on March 31, 2024 under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at https://credentglobal.com.

14. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is part to this Report in Annexure-II.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2023-24 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure - III.

16. DETAILS OF THE BOARD MEETINGS HELD DURING THE YEARAPRIL 1st, 2023 TO MARCH 31st, 2024

The number of Meetings of the Board of Directors and the number of Meetings attended by each Directors of Credent Global Finance Limited during the Financial Year 2023-2024 is summarized in the table below:

Quarter	Date of the Board Meeting	Mr.Aditya Vikram Kanoria	Mr.Mandeep Singh	Mr.Mohit K Chheda	Mr. Sulabh Jain	Mrs. Shubhangi Agarwal
April, 2023 to June, 2023	May 29th 2023	Present	Present	Present	Present	Present
July, 2023 to Sep,2023	August 14, 2023	Present	Present	Present	Present	Present
	August 18, 2023	Present	Present	Present	Present	Present
Oct, 2023 to Dec, 2023	November 09, 2023	Present	Present	Present	Present	Present
Jan, 2024 to March, 2024	F e b ruary 14, 2024	Present	Present	Present	Present	Present

17. SEPARATE MEETING OF INDEPENDENT DIRETORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Friday, March 29, 2024 at Registered office of the Company (cum video conferencing) at Unit No. 609-A, 6^th Floor, C-Wing, One BKC, G-Block, Opposite bank of Baroda, Bandra Kurla Complex, Bandra (East), Mumbai-400051 to evaluate their performance.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.

19. INDEPENDENT DIRECTORS DECLARATION

The Company has received the Declaration of Independence from its Independent Directors i.e. Mr. Sulabh Jain (DIN: 07739598) and Ms. Shubhangi Agarwal (DIN: 08135535) confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not disqualified from continuing their appointment as Independent Director is annexed to this Report as Annexure-IV.

During the year under review the Non- Executive Directors of the Company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the Company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfill the criteria of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof, both the Independent Directors are exempted from undertaking online proficiency selfassessment test conducted by the IICA.

20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Company’s Policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been briefly disclosed hereunder and in the Report on Corporate Governance, which is part of this Annual Report.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

> Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

> Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them

The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the Remuneration Policy of the Company.

The said Policy is also available on the website of the Company i.e. https://credentglobal.com .

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a ‘Whistle Blower Policy’ for the Directors and Employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct and provides safeguard against victimization of director or employees or any other person who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The same is also uploaded on the website of the Company at https://credentglobal.com .

During the year under review, no complaints have been received by the Company under whistle blower policy/ Vigil Mechanism.

22. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

23. AUDITOR AND AUDITOR’S REPORT Statutory Auditor

In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the Company at 32nd Annual General Meeting (AGM) of the Company was held on September 29, 2022 appointed M/s. Kapish Jain & Associates, Chartered Accountant (Firm Registration No. 022743N) as Statutory Auditors of the Company for a period of five consecutive years, to hold office from the conclusion of 32nd Annual General Meeting (‘AGM’) till the conclusion of the 37th Annual General Meeting (‘AGM’).

The Statutory Auditor’s report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards' Report.

Secretarial Auditor

M/s Devesh Arora & Associates, Practicing Company Secretaries (M. No.: 49034 and COP.: 17860) was appointed as Secretarial Auditor of the Company for the financial year 2023-24 on August 14, 2023 pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024, is annexed herewith as Annexure-V. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

M/s B S Saini & Associates, Chartered Accountants, Delhi (Firm Registration No. 023359N) was appointed as Internal Auditor of the Company for the financial year 2023-2024 on November 09^th, 2023 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.

The Report of the Internal Auditors is reviewed by the Audit Committee.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or Secretarial Auditors in their report.

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

The Company, being a Non-Banking Finance Company registered with the Reserve Bank of India and engaged in the business of giving loans and making investments, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 in respect of loans, guarantees and security provided by it. Accordingly, the disclosures of the loans and guarantees given as required under the aforesaid Section have not been given in this Report. Further, details of loans, guarantees and investments covered by the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the contract or arrangement entered into by the Company, if any, with its related parties were in ordinary course of business and on arm’s length.

Accordingly, the disclosure in Form AOC-2 as prescribed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not required and hence, the same is not attached with this Report. Details of transactions with related parties have been provided in the notes to the Financial Statements of the Company.

Related Party Transactions Policy can be accessed at credentglobal.com.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the Financial Year 2023-2024 under review, there were certain material events occurred which are mentioned below:

Issued and Allotted of Equity Shares on Rights Basis:

During the reporting period, the company has issued and allotted 33, 54,746 equity shares of face value of Rs. 10/- through rights issue at the issue price of Rs. 140/- dated August 18^th, 2023.

Change of Name of the Company:

During the reporting period, the name of the Company has been changed from “Oracle Credit Limited” to “Credent Global Finance Limited” vide Fresh Certificate of Incorporation issued by the Registrar of

Companies, NCT of Delhi dated April 06^th , 2023 and the same was approved by Stock Exchange, i.e., BSE Limited dated April 18^th, 2023.

Change in Registered Office of the Company From the NCT of Delhi to the State of Maharashtra (Mumbai):

During the reporting period, the Registered office of the Company has been shifted from the NCT of Delhi to the State of Maharashtra (Mumbai), vide Fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai (Maharashtra) dated June 08^th, 2023.

** NOC was issued by Reserve bank of India (“the RBI”) Delhi Region with respect to Shifting of RBI Region to Mumbai (Maharashtra) dated August, 13 ^th, 2024.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company being a Non-Banking Finance Company (NBFC) does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

Further, details of foreign exchange earnings and outgo, details as mentioned below:

Year	Foreign Outgo	Foreign Exchange Earning
2023-24	NIL	12.03

29. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more. The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Year ended March 31, 2024. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.

31. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Investment Committee and the Risk Management Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; 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. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters:

> Relevant expertise;

> Attendance of Directors in various meetings of the Board and its Committees;

> Effective participation in decision making process;

> Objectivity and independence;

> Level of awareness and understanding of the Company’s business;

> Professional conduct of the directors in various meetings of the Board and its committees;

> Compliance with the Code of Conduct of the Company;

> Ability to act in the best interest of the Company.

32. INTERNAL FINANCIAL CONTROLS

The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:

(i) Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization.

(ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

(iii) Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

(iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

(v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company’s policies.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

33. COMMITTEES OF BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

> Investment Committee

> Risk Management Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

** Investment and Risk Management Committee has been constituted to meet the requirement of provisions of the RBI.

INVESTMENT COMMITTEE

The Investment Committee is constituted as per RBI guidelines and notifications. As on March 31^st , 2024, the Investment Committee of the Company comprises of two Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Chairman, Mr. Mandeep Singh as Member and one Non-Executive Director, Mr. Mohit K Chheda as Member. The Committee has been authorized to taken investment decisions of the Company with a view to growth and expansion of Business of the Company.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee is constituted as per RBI guidelines and notifications. As on March 31st, 2024, the Risk Management Committee of the Company comprises of two Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Member, Mr. Mandeep Singh as Chairman and one NonExecutive Director, Mr. Mohit K Chheda as Member. The main object of this committee is to Identifies and analysis various risk associated with business. It identifies risk at early stages and takes all necessary steps to avoid their harmful effects. Information from past is analysed to recognise all possible future unfortunate events.

Further, As per SEBI (LODR) Regulations, 2015, there is no requirement to constitute a Risk Management Committee for the Company.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES

During the year under review, the company had less than ten employees. Hence the company is not required to constitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013. Further no complaint has been received by the company during the year under the said Act.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations.

36. NON-BANKING FINANCIAL COMPANIES AUDITOR’S REPORT (RBI) DIRECTIONS, 2008:

Pursuant to the Non-Banking Financial Companies’ Auditors’ Report (Reserve Bank) Directions, 2008, a report from the Statutory Auditors to the Board of Directors has been received by your Company. This report has certified that the Company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

37. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

SR.NO.	PARTICULARS	REMARKS
1.	The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	Not Applicable
2	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.	Company Secretary-70%
3	The percentage increase in the median remuneration of employees in the financial year.	55.79%
4	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Average percentage increase in employees-: 40% Percentage increase in managerial remuneration:- 70%
5	Affirmation that the remuneration is as per the remuneration policy of the Company	The Remuneration is paid as per the Remuneration policy of the Company.
6	The number of Permanent employees on the Pay Rolls of the Company	05

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.

Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that 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.

Nil

38. DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT TO SECTION 148(1) OF THE COMPANIES ACT, 2013

The company is not required to maintain Cost Records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2023-24. Hence the clause is not applicable to the Company.

39. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

40. COMPLIANCE WITH SECRETERIAL STANDARDS

Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.

41. LISTING FEES

The Listing Fees for the financial year 2024-25 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.

42. SHARE CAPITAL

During the year under review the Company has made changes in the share capital and the details of the same are as mentioned below:

a. Authorized Share Capital

The Authorised Share Capital of the Company has been increased from INR 10,00,00,000/- (Indian Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of INR 10/- each to INR 25,00,00,000/- (Indian Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of INR 10/- each dated May 06^th, 2023.

b. Issued, Subscribed & Paid-Up Capital

The paid up share capital of the Company was increased from INR 6,93,75,000/- (Six Crores Ninety Three Lakhs Seventy Five Thousand Only) divided into 69,37,500 (Sixty Nine Lakhs Thirty Seven Thousand Five Hundred) Equity Shares of INR 10/- each to INR 10,29,22,460 /- (Ten Crores Twenty Nine Lakhs Twenty Two Thousand Four Hundred Sixty Only) divided into 1,02,92,246 (One crore Two lakhs Ninety Two Thousand Two Hundred Forty Six) Equity Shares of INR 10/- each pursuant to Rights issue of INR 3,35,47,460/- divided into 33,54,746 equity shares of INR 10/- each.

43. OTHER INFORMATION

A. Issue of Equity Shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of Sweat Equity Shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. Issue of Employee Stock Options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

44. FAMILIARISATION PROGRAMMES

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company’s website https://credentglobal.com.

45. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

46. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

48. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

49. STATEMENT ON OTHER COMPLIANCES

Your Director’s state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

50. WEBSITE OF THE COMPANY:

Company maintains a website https:credentglobal.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company’s valued clients for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.

Your directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.

For and Behalf of Board Credent Global Finance Limited (Formerly known as Oracle Credit Limited)

Aditya Vikram Kanoria Mohit K Chheda

Managing Director Director

DIN: 07002410 DIN: 06594845

Dated: August 14, 2024 Place: Mumbai