To the Members,

The Directors of your Company have pleasure in presenting the 32nd (Thirty-Second) Director's Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ('FY') ended 31st March, 2026.

Financial Summary and Highlights

The summary of the Company's performance, both on a consolidated and standalone basis, for FY26 as compared to the previous FY25 is given below:

(_ in Lakhs)

Notes:

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

2) Figures of the previous year have been regrouped/re-classified to confirm to the figures of the current year.

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

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

Financial Performance

During the financial year 2025–26, the Company delivered steady top-line growth across its diversified business verticals; however, profitability was subjected to certain headwinds that moderated earnings relative to the previous year. The contraction in EBITDA and net profit was primarily attributable to a marked softening in derivatives activity and the consequential impact of regulatory changes introduced in the Futures & Options (F&O) segment, which collectively exerted pressure on the higher-margin components of the Company's revenue mix. Notwithstanding these challenges, the Company's consolidated revenue base remained well-diversified, encompassing equity, commodity, and currency brokerage, clearing services, depository operations, financing activities, and allied capital market services, with each segment contributing positively to overall revenue growth during the year

Consolidated

During the financial year 2025–26, on a consolidated basis, your Company recorded total revenue from operations of ` 1,87,692.27 Lakhs, reflecting a year-on-year growth of 5.70% over ` 1,77,574.15 Lakhs in the previous financial year. Despite a challenging regulatory environment in the derivatives segment, which witnessed a significant contraction in market-wide F&O volumes, the Company demonstrated consistent performance at the revenue level, underpinned by the breadth of its service offerings and the growing contribution of non-broking verticals.

However, the benefits of top-line growth were not fully transmitted to the earnings level, owing to margin pressures arising from the structural changes in the F&O segment, coupled with an increase in operating expenditure reflecting continued investment in technology infrastructure and human capital. Consequently, EBITDA for the year stood at ` 37,636.73 Lakhs, representing a decline of 10.26% as compared to ` 41,939.72 Lakhs in the previous year. The net profit for the year was recorded at ` 10,324.60 Lakhs, reflecting a decline of 29.67% over ` 14,681.16 Lakhs in FY25. The Company wishes to draw attention to the fact that this contraction in net profit, while significant, is largely a reflection of the extraordinary regulatory transition that characterised the F&O segment during the year, and is not indicative of any structural deterioration in the underlying business fundamentals.

Standalone

During the financial year 2025–26, on a standalone basis, your Company recorded total revenue from operations of ` 96,812.08 Lakhs, registering a growth of 4.74% over ` 92,429.19 Lakhs in the previous financial year. EBITDA for the year stood at ` 25,144.98 Lakhs, marginally lower by 2.15% as compared to ` 25,697.14 Lakhs in the previous year, reflecting a relatively more contained impact at the standalone level and indicative of the operational e_iciency maintained by the Company's core business. The net profit for the year was recorded at ` 8,131.68 Lakhs, as against ` 10,526.14 Lakhs in the previous year, representing a decline of 22.75%, largely reflective of the broader market and regulatory environment that prevailed during the year.

It is noteworthy that the divergence between standalone and consolidated profitability metrics during the year is, in part, attributable to performance variations across certain subsidiary entities, which were also exposed to the prevailing headwinds in the capital markets ecosystem. The Board is actively engaged in reviewing subsidiary-level performance and undertaking requisite corrective measures to ensure alignment with the overall Group's strategic and financial objectives.

Refer to Management Discussion and Analysis report for more details.

State of Company's Affairs

Your Company, together with its subsidiaries and joint venture company, operates a well-diversified portfolio of financial services comprising brokerage, clearing services, depository participant services, investment advisory, wealth management, PMS, trading in securities, mortgage and loan advisory, and NRI & FPI services — broadly classified under the Broking, Distribution and Trading segment, alongside the Financing and Insurance Broking businesses.

India's capital markets remained resilient during FY2025–26, supported by strong domestic fundamentals despite global volatility. The Indian broking industry navigated a challenging yet transitional year during FY2025–26. The most significant disruption came from SEBI's regulatory interventions in the F&O segment, including stricter eligibility norms for index derivatives, enhanced margin requirements, and a reduction in weekly expiries — measures aimed at curbing excessive retail speculation. These changes led to a sharp and sustained contraction in derivatives volumes, which had historically been the primary revenue driver for most broking firms, resulting in meaningful pressure on overall industry revenues. Retail participation, which had witnessed an unprecedented surge in the post-pandemic years, moderated considerably — particularly in the second half of the year — as reduced leverage availability, heightened risk perception, and increased market volatility tempered retail activity.

Notwithstanding these headwinds, the equity cash segment and mutual fund distribution businesses held up relatively well, supported by sustained SIP inflows and growing investor awareness. The industry also witnessed accelerated consolidation, with larger, well-capitalised, and technologically advanced brokers better placed to absorb regulatory costs and retain clients, while smaller players faced increasing viability pressures. Digital-first broking platforms continued to gain traction, intensifying competitive dynamics across the industry. Overall, FY2025–26 marked a year of structural recalibration for the Indian broking industry — one that, while challenging in the near term, is expected to lay the foundation for a more transparent, resilient, and sustainable broking ecosystem going forward.

Against this backdrop, your Company responded proactively by strengthening its technology infrastructure, investing in digital platforms and cybersecurity, and accelerating diversification across its service verticals. The Insurance Broking business emerged as a meaningful growth contributor during the year, partially offsetting the sofiness in core broking revenues and validating the Company's long-term diversification strategy. Further, the Company remains optimistic about India's long-term financial services growth strategy. Backed by structural tailwinds and a focused strategy centred on innovation, compliance, and client engagement, the Company is well-positioned to deliver sustained and sustainable value to its stakeholders.

Change in the nature of business

During the financial year 2025–26, there has been no change in the nature of business of the Company. However, during the year, the Memorandum of Association of the Company was amended to incorporate a specific provision enabling the Company to undertake the business of providing custodian services, in accordance with the Securities and Exchange Board of India (Custodian) Regulations, 1996, and other applicable laws and regulations in force from time to time, which does not constitute a change in the nature of the existing business but represents an enabling addition to the objects of the Company in furtherance of its broader financial services strategy.

Further, during the year, the business operations of SMC Real Estate Advisors Private Limited, a wholly-owned subsidiary of the Company, were strategically realigned from providing real estate broking services to trading in unlisted securities, and consequent to this change in the nature of its business activities, the name of the said subsidiary was also changed from SMC Real Estate Advisors Private Limited to SMC Investech Private Limited, as approved by the Registrar of Companies.

Further, during the year SMC Insurance Brokers Pvt Ltd, a material subsidiary of the Company upgraded from Direct Broker to Composite Broker in FY26 for expanding business in the Reinsurance sector as well.

Fund Raising

In furtherrance to earlier to NCD issuance, your Company successfully raised funds through further public issuance of Non-Convertible Debentures (NCDs) to meet its funding requirements and support its ongoing business operations. The NCD Issue was structured with a Base Issue Size of ` 7,500 lakhs, with a Green Shoe Option of an additional ` 7,500 lakhs, aggregating to a total Issue Size of ` 15,000 lakhs (Rupees Fi_een Thousand Lakhs Only). Each NCD was issued at a face value of ` 1,000/- (Rupees One Thousand Only).

The Issue received a favourable response from investors, and pursuant to the allotment process, a total of 13,38,586 (Thirteen Lakh Thirty-Eight Thousand Five Hundred and Eighty-Six) NCDs were allotted on October 30, 2025, aggregating to ` 13,385.86 lakhs (Rupees Thirteen Thousand Three Hundred and Eighty-Five Lakhs and Eighty-Six Thousand Only). The said NCDs were subsequently listed and admitted to trading on the BSE Limited with effect from November 3, 2025, in compliance with the applicable provisions of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, and other applicable laws and regulations.

The proceeds raised through the aforesaid NCD issuance have been 100% utilised for the purposes stated in the Prospectus, in accordance with applicable regulatory requirements. In this regard, the Company has duly submitted the utilisation of proceeds certificate to the stock exchange(s), confirming the end-use of funds raised through the said NCD issuance, in compliance with its obligations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the terms of the Prospectus.

Share Capital & Listing information

As on 31st March, 2026, the Authorized Share Capital of the Company stands at ` 95,51,00,000/- (Rupees Ninety-Five Crore Fi_y-One Lakh Only), and the paid-up share capital of the Company stands at ` 41,88,00,000/- (Rupees Forty-One Crore Eighty-Eight Lakh Only), comprising 20,94,00,000 (Twenty Crore Ninety-Four Lakh) equity shares of ` 2/- each, fully paid-up. The equity shares of the Company are listed and admitted for trading on both the nationwide stock exchanges, viz. the National Stock Exchange of India Limited (NSE) under the symbol 'SMCGLOBAL' and BSE Limited (BSE) under the Scrip Code 543263.

During the financial year 2025–26, as a measure to reward the shareholders, the Board of Directors of the Company, at its meeting held on September 24, 2025, approved the issuance of bonus equity shares to the existing equity shareholders of the Company in the ratio of 1:1 (one bonus equity share for every one existing equity share held), subject to the approval of the Members. The Members of the Company accorded their approval to the said bonus issue through Postal Ballot on October 25, 2025. On November 17, 2025, considered and approved the allotment of 10,47,00,000 (Ten Crore Forty-Seven Lakh) fully paid-up equity shares of face value ` 2/- each to the eligible equity shareholders whose names appeared in the Register of Members / list of Beneficial Owners as on the Record Date, i.e., November 14, 2025. The said bonus shares were allotted on November 17, 2025, and credited to the respective demat accounts of eligible shareholders through NSDL and CDSL. The bonus issue was implemented by way of capitalization of the Securities Premium Account and/or Capital Redemption Reserve of the Company, aggregating to ` 20,94,00,000/- (Rupees Twenty Crore Ninety-Four Lakh Only), as approved by the shareholders. The pre-bonus and post-bonus share capital of the Company is set out below:

The bonus equity shares rank pari passu in all respects with the existing equity shares of the Company. The said bonus shares have been listed and admitted to trading on BSE Limited and the National Stock Exchange of India Limited. The listed share capital of the company as on 31st March, 2026 is as follows:

*The face value of each equity shares is `2/-

Debentures

During the financial year 2025–26, pursuant to the approval of the Board of Directors for raising funds up to _40,000 Lakhs through one or more public issuances, your Company successfully completed one public issuances of Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) for financial year 2024-2025 and two separate public issuances of Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) in current financial year 2025-2026.

• The Company undertook its first public issue of NCDs comprising Series I to VI, with a Base Issue Size of _7,500 lakhs and a Green Shoe Option of _7,500 lakhs, aggregating to a total Issue Size of _15,000 lakhs. The NCDs had a face value of _1,000 each, aggregating up to 15,00,000 NCDs. A total of 9,97,931 NCDs were allotted on August 7, 2024, amounting to _9,979.31 lakhs. The said NCDs were listed on the Bombay Stock Exchange (BSE) on August 8, 2024, in accordance with applicable regulatory requirements.

The Company undertook its second public issue of NCDs comprising Series VII to XII, with a Base Issue Size of _7,500 lakhs and a Green Shoe Option of _7,500 lakhs, aggregating to a total Issue Size of _15,000 lakhs. The NCDs had a face value of _1,000 each. A total of 12,03,042 NCDs were allotted on April 24, 2025, amounting to _12,030.42 lakhs. The said NCDs were listed on the Bombay Stock Exchange (BSE) on April 28, 2025, in accordance with applicable regulatory requirements

The Company undertook its third public issue of NCDs comprising Series I to VI, with a Base Issue Size of _7,500 lakhs and a Green Shoe Option of _7,500 lakhs, aggregating to a total Issue Size of _15,000 lakhs. The NCDs had a face value of _1,000 each. A total of 13,38,586 NCDs were allotted on October 30, 2025, amounting to _13,385.86 lakhs. The said NCDs were listed on the Bombay Stock Exchange (BSE) on 3rd November, 2025, in accordance with applicable regulatory requirements.

A summary of the three public issuances and their respective listing details, as on the date of this Report, is provided below:

The following table summarizes the details of the NCD listings as on the date of this report:

**The face value of each NCD is `1000. Further, The Company has been servicing payment of the interest timely on the due dates as per prospectus

Utilization of Proceeds of Non-Convertible Debentures

In accordance with the provisions of Regulation 52(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms the following with respect to the utilisation of proceeds from its public issuance of Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs):

• The proceeds raised from the issuance and allotment of NCDs on 7th August, 2024 (Series I to Series VI) were intended to be utilised towards working capital requirements and general corporate purposes, as disclosed in the offer document. The entire amount raised has been fully utilised for the said purposes as on the date of this report.

• The proceeds from the issuance and allotment of NCDs on 24th April, 2025 have been raised for similar purposes, i.e., working capital requirements and general corporate purposes, as per the disclosures made in the offer document. The entire amount raised has been fully utilised for the said purposes as on the date of this report.

• The proceeds from the issuance and allotment of NCDs on 30th October, 2025 have been raised for similar purposes, i.e., working capital requirements and general corporate purposes, as per the disclosures made in the offer document. The entire amount raised has been fully utilised for the said purposes as on the date of this report.

The details of the Debenture Trustee of the Company are as under: IDBI Trusteeship Services Ltd, Universal Insurance Building, Ground Floor, Sir P.M. Road, Fort, Mumbai – 400001 Website: http://www.idbitrustee.com

Material changes and commitments affecting the financial position between the end of financial year and date of the report

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

Return of surplus funds to shareholders A. Dividend

During the year, the Company has distributed an Interim Dividend of ` 0.60 per equity share of ` 2 each (fully paid up) i.e. 30% of the paid-up equity share capital of the Company. The dividend was paid to those shareholders, whose name was registered in the Register of Members as on the record date i.e. 06th February, 2026. The Company has spent `12,56,40,000/- (Rupees Twelve Crore Fi_y Six Lakhs and Forty Thousand Only) on account of interim dividend distribution pertaining to FY 2025-26. As per the dividend distribution policy and the stable profits of the Company for the financial year 2025-26, your Directors are pleased to recommend a final dividend of 30% on the face value of equity shares i.e. ` 0.60 per equity share, which if approved, shall result in payment of total dividend @ 60% i.e. ` 1.2 on the face value of equity shares of ` 2 each for the FY 2025-26. The dividend recommended, if approved by the members, will be paid to the members within the period stipulated under the Companies Act, 2013 ("the Act").

The dividend, if approved at the ensuing AGM, would be paid to those Members whose names appear in the Register of Members maintained by the Registrar and Share Transfer Agents/Beneficial Owners maintained by the depositories as stated in notice of the ensuing AGM.

The record date for the purpose of distribution of final dividend is 15th June, 2026 and Book closure period is fixed from 16th June, 2026 to 18th June, 2026.

Dividend Distribution Policy

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the Dividend Distribution Policy which is available on the website of the Company at http://smcindiaonline.com/wp-content/uploads/2021/09/ DIVIDEND-DISTRIBUTION-POLICY.pdf The dividend recommended is in accordance with the Company's Dividend Distribution Policy.

*The final dividend for the financial year 2025-26 is recommended by the Board of Directors of the Company at its meeting held on 2nd May, 2026. The payment is subject to approval of the shareholders at the 32nd Annual General Meeting of the Company scheduled to be held on 26th June, 2026 through video conferencing (VC).

Pursuant to section 194 of the Income Tax Act, 1961, the dividend received on equity shares is taxable at the applicable slab rates. The income is taxable in the hands of the receiver, and TDS is applicable and the company paying dividends has to deduct TDS under section 194 @10% if the shareholder's total dividend in a year is more than ` 10,000 from 1st April 2025 onwards.

The dividend, if approved at the ensuing AGM, would be paid to those Members whose names appear in the Register of Members maintained by the Registrar and Share Transfer Agent/Beneficial Owners maintained by the depositories as stated in the notice of the ensuing AGM.

B. Bonus Issue

During the year under review, the Board at its Meeting held on September 24, 2025, recommended issuance of Bonus Shares in the ratio of 1:1, i.e., one (1) bonus equity share of face value _2/- each for every one (1) fully paid-up equity share of face value _2/- each held by the members of the Company. Further, the said Bonus Issue was approved by the Members of the Company on 25th October, 2025, through Postal Ballot, subsequent to which 10,47,00,000 Equity Shares of face value ` 2/- each were allotted on November 17, 2025 to the eligible Equity Shareholders of the Company whose names appeared in the Register of Members of the Company/ List of Beneficial Owners as received from National Securities Depository Limited ("NSDL") and Central Depository Services

(India) Limited ("CDSL" collectively with NSDL referred as "Depositories") on the Record Date i.e. November 14, 2025. The said Bonus Equity Shares were issued by capitalizing a part of the amount standing to the credit of Capital Redemption Reserve and Securities Premium Account of the Company.

Transfer to Reserves

Your Board of Directors has not proposed to transfer any amount to reserve during the financial year 2025-26.

Subsidiaries, associates and joint ventures

As at 31st March, 2026, the Company has 8 (eight) wholly owned subsidiaries, including 1 (one) overseas wholly owned subsidiary, and 1 (one) partly owned subsidiary.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements comprising the financial statements of the Company and all its subsidiaries, which form part of this Annual Report. A statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1, along with highlights of their performance, is also annexed to this Report.

The Company does not have any associate company or joint venture as on the date of this Report.

The financial summary of the performance of the Company's subsidiaries during the FY 2025-26 are as under:

(` In Lakhs)

*The amount shown in () in the above table are negative in value

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of your Company and a separate statement containing the salient features of Financial Statement of subsidiary entities in Form AOC-1, which forms part of this Annual Report.

Further, pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements and relevant information relating to subsidiary companies are also available on the website of the Company at www. smcindiaonline.com

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

Highlights of performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the company

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiary companies and their contribution to the overall performance of the Company can be referred in form AOC-1 and the Consolidated Financial Statements of the Company.

Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

During the year, no companies has become or ceased to be subsidiary, joint venture or associate of the Company.

Material subsidiaries

Pursuant to Regulation 16(1) (c) & 46 of the Listing Regulations and in accordance with Company's policy for determining the material subsidiaries, Moneywise Financial Services Private Limited and SMC Insurance Brokers Private Limited were recognized as material subsidiary by the Board of Directors of Company during the financial year 2025-26. The Company ensures compliances relating to subsidiary companies as mentioned in Regulation 24 of the Listing Regulations and other compliances mentioned in Companies Act, 2013.

The policy on determination of material subsidiaries is available at the website of the Company https://www. smcindiaonline.com//wp-content/uploads/2026/06/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARY-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 best of their knowledge and ability, state the following:

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

2. That such accounting policies have been selected and applied consistently and judgments 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 in the Balance Sheet as at March 31, 2026 and the statement of Profit & Loss Account for the financial year ended 31st March, 2026.

3. That proper and su_icient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

5. Those proper internal financial controls were in place and that the financial control was adequate and was operating effectively.

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

Performance evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors on recommendation of the Nomination and Remuneration Committee has adopted a formal mechanism for evaluation of annual performance of the individual Directors, Board as a whole and Board Committees. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its

Committees and each Director has been carried out for the FY 2025-26 in accordance with the framework. The independent directors of the Company, also, at their separate meeting held on 17th March, 2026, reviewed the performance of non-independent directors, Chairperson and Board as a whole including evaluation of timeliness and flow of information in the Company and provided their suggestions if any.

In this regard, the Board of Directors considers that the Independent Directors on the Board of the Company has the required level of expertise, experience and integrity as is required for the position.

Familiarization program for independent director

In accordance with the provisions of Regulation 25(7) and 46(2) of the Listing Regulations, the Company familiarizes the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions and also at regular intervals with the business strategies of the Company. Apart from the aforementioned, the Company also updates the independent directors periodically with the recent changes in statutory provisions applicable on the Company and/or any change / addition in the business operations of the Company.

The details of training and familiarization program conducted during the year are provided in the Corporate Governance Report and is also available on the website of the Company at https://www.smcindiaonline.com//wp-content/ uploads/2026/03/FAMILIARIZATION-PROGRAMME-FOR-ID_2025-26.pdf

Deposits

During the FY 2025-26, the Company did not accept or renew any deposit pursuant to section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Employee Stock Option Plan/Sweat Equity Shares

During the financial year 2025–26, the Company has not issued any Employee Stock Options (ESOPs) under any Employee Stock Option Scheme or Employee Stock Purchase Scheme, nor has it issued any Sweat Equity Shares to its employees or directors. Accordingly, no disclosures are required to be made pursuant to the provisions of Section 54 of the Companies Act, 2013, Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

It is further clarified that the Bonus Equity Shares allotted during the year under review were issued to all eligible equity shareholders of the Company in the ratio of 1:1, by way of capitalization of reserves, and do not form part of any employee stock option, employee stock purchase, or sweat equity scheme.

Vigil Mechanism Policy

Pursuant to section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has adopted a vigil mechanism policy to provide a formal mechanism to the Directors, employees and stakeholders of the Company to report their genuine concerns including concerns about unethical behavior, actual or suspected fraud, and violation of Company's code of conduct and/or disclosure of unpublished price sensitive information. In this regard, the Policy provides an adequate safeguard to the whistle blower against any victimization and also provides direct access to the Chairman of Audit Committee in exceptional circumstances. An update/report on the functioning of the mechanism including the complaints received and actions taken is presented to the Audit Committee on yearly basis.

The Audit Committee receives, investigates and redresses the complaints received under the vigil mechanism. The Policy on vigil mechanism is available on the website of the Company at https://smcindiaonline.com/wp-content/ uploads/2021/09/VIGIL-MECHANISM-POLICY.pdf

In this regard, during the year under review, the Company did not receive any genuine complaints from its Directors, employees, or stakeholders under the aforesaid Vigil Mechanism. However, two frivolous complaints were received during the year, the details and status of which will be placed before the Audit Committee for its consideration and review.

Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a 'Policy for Prevention of Sexual Harassment' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide a procedure for redressal of complaints pertaining to such harassment. In order to sensitize the employees about the policy, the Company has placed the policy on the online employee portal of the Company for ease of access and unified dissemination of the policy to each and every employee of the Company.

The Company also has an Internal Complaints Committee (ICC) constituted in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with its allied Rules. The ICC comprises of majority women members. The committee is responsible for conducting inquiries pertaining to complaints under the Act.

During the year 2025-26, Internal Complaints Committee (ICC) has received 'nil' complaints of sexual harassment from the employees of the Company. All new employees go through a detailed orientation on anti-sexual harassment policy adopted by your Company. Further, the Company ensures to sensitize its employees on regular basis about prevention and prohibition of sexual harassment. Also, online training programs are run for the employees to enhance awareness and knowledge about sexual harassment within the organization.

Further, as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with its allied Rules, the company follows the calendar year for filing the annual report with statutory authority. In this regard, your company submitted nil annual report with concerned District officer with respect to Sexual Harassment of Women at Workplace for the calendar year from 01st January, 2025 to 31st December, 2025.

Compliance with the Maternity Benefit Act

During the year under review the Company has complied with the provisions of the Maternity Benefit Act, 1961.

Particulars of Contracts or Arrangements with related parties

With reference to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. A significant portion of related party transactions undertaken by the Company is with wholly owned subsidiaries of the Company.

The related party transactions, which were in ordinary course of business and at arm's length basis, were executed by virtue of an omnibus approval granted by the Audit Committee, in this regard, transactions for which omnibus approval was not obtained, specific approval of Audit Committee was obtained as and when required. Further, the Audit Committee on quarterly basis reviewed the related party transactions entered by the Company on the basis of the omnibus approval granted.

All contracts/arrangements/transactions with related parties executed in 2026 were in the ordinary course of business and on an arm's length basis. Accordingly, there were no transactions undertaken during the year which were not at an arm's length basis, During the year, there were no related party transactions that were materially significant or could have a potential conflict with the interests of the Company. Hence, the disclosure under Form AOC-2 is not applicable to the Company.

Apart from the aforementioned, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' under Regulation 23 of the Listing Regulations.

The Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company's Policy on Materiality and Dealing with Related Party Transactions and as required under SEBI Circular dated 22nd November, 2021.

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

For the purpose of determination of related party and related party transactions and to ensure compliance of approval and review mechanism relating to such transactions, the Company has formulated a policy for related party transactions. The policy on related party transactions ensures proper identification, approval, review and reporting of related party transactions. The same is published on the website of the Company and can be accessed at https://www. smcindiaonline.com//wp-content/uploads/2021/09/REVISED-POLICY-ON-RELATED-PARTY-TRANSACTIONS_5.0.pdf

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

During the year, there are no significant and material orders passed by the regulators or courts or tribunals, Statutory and quasi-judicial bodies which could impact the going concern status of the Company and its future operations.

Internal Control and Audit

M/s Aadit Sanyam & Associates Practicing Chartered Accountants were appointed as the Internal Auditors of the Company for financial year 2025-26 by the Board of Directors of the Company at its meeting held on 11th May, 2025. The scope and authority of the internal audit function is well defined and to maintain independence and objectivity in its functions, the internal audit function reports directly to the Audit Committee of the Board.

At the beginning of each financial year, an audit plan is framed which aims to capture the scope of evaluation of the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations within the organization. The Audit Committee, comprising of independent directors, regularly reviews the internal audit plan, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as evaluates the reasons for any changes in accounting policies and practices, if any.

Internal Financial Control and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements which commensurate with the size, scale and complexity of its operations. The internal financial control is supplemented by extensive internal audits, regular reviews by the Management and standard policies and guidelines to ensure reliability of financial statements and its reporting and other data. During the year under review, the Company has obtained a review report on Internal Financial Controls over Financial Reporting (IFCFR) for the year ended 31st March, 2026 by M/s Aadit Sanyam & Associates, Chartered Accountants. Further, the Audit Committee of the Board reviews the internal audit reports given along with management responses, at regular intervals.

Detailed discussion on internal financial control can be referred in the Management Discussion and Analysis Report which forms part of this Annual Report.

Risk Management

Company's risk management process is designed to identify and mitigate risks that have the potential ability to materially impact our business objectives. Your Company being a financial service provider is exposed to various risks, which can be classified as, market risk, credit risk and operational risk.

The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register, reporting of key changes in critical risks to the Board on an ongoing basis. The Audit Committee also evaluates the risk management systems on yearly basis and such other functions as may be prescribed by the Board. The Board of Directors of your Company evaluates the risk management systems periodically and takes into account any recommendation(s) of the Risk Management Committee and the Audit Committee.

The Company adopts mitigation measures to reduce the adverse effects of such risks on real time basis. In this regard, the Company has constituted Risk Management Committee pursuant to regulation 21 of the Listing Regulations. The Company has also formulated the risk management policy which acts as a guiding document for the purpose of identifying and mitigating risk. Further, the risk management committee along with the Audit Committee monitors and reviews the risk existent in the Company time to time.

Refer 'Management Discussion and Analysis Report' for detailed elaboration on risk management undertaken by the Company.

Directors and Key Managerial Personnel

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the

Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors. As on 31st March, 2026, your Company's Board had Fourteen (14) members comprising of Seven (7) Non-Executive Independent Director (including two (2) Women Independent Directors), Two (2) Non-Executive Non-Independent Director, two (2) Whole Time Directors, one (1) Director and CEO and two (2) Managing Directors. During the year, none of the directors were appointed/ re-appointed. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the Board of Directors, at its meeting held on 26th July, 2025, designated Mr. Ganesh Chandra Badhani as a Key Managerial Personnel of the Company pursuant to the provisions of Section 2(51) of the Companies Act, 2013. Apart from aforesaid, there has been no change in the KMP during the year.

Further, the Board of Directors, at its meeting held on 2nd May, 2026, considered and approved the appointment of Mr. Rohit Nayyar, Senior Vice President – Financial Accounting & Taxation, as the Group Chief Financial Officer of the Company with effect from 1st July, 2026, consequent upon the completion of the tenure of Mr. Vinod Kumar Jamar, the current Group Chief Financial Officer , on 30th June, 2026.

Also, the complete list of Directors and Key Managerial Personnel of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

Appointment/Re-appointments

During the year under review, there are no changes in composition of Board of Director in our company.

In the opinion of the Board, all directors during the year possess requisite qualifications, experience and expertise and hold high standards of integrity. The list of key skills, expertise and core competencies of the Board are provided in the Report on Corporate Governance.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mrs. Shruti Aggarwal, Whole Time Director (DIN: 06886453) retired by rotation at the 31st Annual General Meeting and being eligible was reappointed by the shareholders.

Further, Mr. Ajay Garg, Director & CEO (DIN: 00003166) and Mr. Anurag Bansal, Whole Time Director (DIN: 00003294) are liable to retire by rotation and being eligible has offered themselves for reappointment at the ensuing 32nd Annual General Meeting of the Company.

Change in Designation

During the year there is no change in designation under the Board of Directors occurred after the closure of the financial year until the date of the report.

Cessation

During the year there is no cessation under the Board of Directors after the closure of the financial year until the date of the report.

Declaration by Independent Directors

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Company has also received from them declaration of compliance of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian

Institute of Corporate Affairs, Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possesses relevant expertise and experience and their continued association as Director will be of immense benefit and in the best interest of the Company.

Key Managerial Personnel

As at 31st March, 2026, the Key Managerial Personnel of the Company pursuant to section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 were as follows:

• Mr. Subhash Chand Aggarwal Chairman & Managing Director

• Mr. Mahesh C. Gupta

Vice Chairman & Managing Director

• Mr. Ajay Garg Director & CEO

• Mr. Anurag Bansal Whole Time Director

• Mrs. Shruti Aggarwal Whole Time Director

• Mr. Suman Kumar Company Secretary

• Mr. Vinod Kumar Jamar Chief Financial Officer

• Mr. Ganesh Chandra Badhani

Chief Information Security Officer (CISO)*

The detailed information with respect to Board of Directors and Key Managerial Personnel (KMP) is prescribed in the Corporate Governance Report which is forms part of this Annual Report.

*Mr. Ganesh Chandra Badhani, Chief Information Security Officer was designated as Key Managerial Personnel by the Board of Directors in their meeting held on 26th July, 2025 pursuant to the requirement of para 8.5.6 of SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/24 dated 06th

February, 2023, and to the provisions of Section 2(51) of the Companies Act, 2013.

Relationship between our Directors

Except as stated below, none of the other Directors are related to each other:

Nomination and Remuneration Policy

Your Company has in place, a policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company i.e. Nomination and Remuneration policy, which inter alia includes the criteria for determining the qualifications, positive attributes, independence of directors and other matters relating to appointment and payment of remuneration to directors and senior management personnel of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel & Senior Management Personnel.

The policy ensures that the remuneration is aligned to the overall performance of the Company. Further, the remuneration paid to the directors and senior management is in line with the remuneration policy of the Company. All the appointments/reappointments and revision in remuneration of directors, KMP and SMP is executed in accordance with the said policy.

The policy is available on the website of the Company at https://smcindiaonline.com/wp-content/uploads/2021/09/ NOMINATION-AND-REMUNERATION-POLICY.pdf

The Board has also formulated and adopted the policy on the 'Diversity of the Board.

Board Committees and Number of Meetings of Board Committees

As on March 31, 2026, the Board has following statutory Board committees in the Company:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholder's Relationship Committee

The details of composition, terms of reference and number of meetings conducted during the year is provided in the Corporate Governance Report annexed to this Annual Report.

During the year, all recommendations made by the committees were approved by the Board.

Apart from above said statutory committees of the Board, the Company also has the following statutory Non Board Committees:

1. Risk Management Committee

2. Technology/cyber security Committee.

Further the company for operational e_icency has consituted certain non statutary Board/Non Board Committes

1. Borrowing, Investments and Loan (BIL) Committee.

2. Operational Decision Making (ODM) Committee.

3. Business Responsibility and Sustainability

4. Non-Convertible Debenture Committee.

During the year, the Company constituted a Board Committee namely the Bonus Issue Committee for the purpose of execution of the Bonus Issue, which was successfully completed on 17th November, 2025. Consequently, the Board of Directors, at its meeting held on 2nd May, 2026, approved the dissolution of the said Committee.

Code of Conduct for Directors and Senior Management Personnel

Your Company has in place, a Code of Conduct for the Board of Directors and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and senior management personnel of your Company have complied with the code as mentioned hereinabove.

The code of conduct for directors and senior management personnel of the Company is in conformity with the requirements of the Listing Regulations and is placed on the website of the Company at https://smcindiaonline.com/wp-content/uploads/2018/04/Code-of-Conduct.pdf.

Pursuant to the provisions of Regulation 26(3) of the Listing Regulations, All the directors of the Company and Senior Management Personnel have a_irmed compliance with Company's Code of Conduct for Directors and Senior Management during the financial year 2025-26 and a declaration to that effect, signed by the CEO of the Company is enclosed to this Annual Report.

Succession Plan

The Board has satisfied itself that plans are in place for orderly succession for appointment to the Board of Directors and Senior Management.

Management Discussion and Analysis

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

Board Meetings and Annual General Meeting

During the year 2025-26, Five (5) Board Meetings were conducted i.e. on 11th May 2025, 26th July, 2025, 24th September, 2025, 30th October, 2025 and 02nd February, 2026 in accordance with the provisions of Companies Act, 2013 and SEBI Listing Regulations. A detailed discussion on Board Meetings including the attendance of the directors can be referred in the Corporate Governance Report annexed to this Annual Report.

The 31st Annual General Meeting (AGM) of the Company was held on 28th June, 2025. Further, the 32nd Annual General Meeting of the Company for the financial year 2025-26 is scheduled to be held on 26th June, 2026. The details of agenda to be discussed at the 32nd Annual General Meeting of the Company forms part of the Notice of the Meeting.

Apart from the above said 31st Annual General Meeting of the Company, no Extra-Ordinary General Meetings were conducted/held during the financial year 2025-26.

Postal Ballot

During the year, the Company conducted two postal ballots to obtain shareholders' approval on significant matters impacting strategic decisions. These ballots were facilitated through e-voting facilities, ensuring shareholder participation and transparency in decision-making processes.

The first postal ballot was conducted from 26th September 2025 to 25th October 2025 to seek members' approval for the issue of bonus equity shares in accordance with Section 63 of the Companies Act, 2013 and other applicable provisions of the Act, the Companies (Share Capital and Debentures) Rules, 2014, SEBI ICDR Regulations, SEBI LODR Regulations, FEMA, and other applicable laws and regulations.

The members approved the capitalization of an amount not exceeding _20,94,00,000 out of the Capital Redemption Reserve and Securities Premium Account (as per the audited financial statements for the year ended 31 March 2025) for the purpose of issuing fully paid-up bonus equity shares of _2 each in the ratio of 1:1 (one bonus equity share for every one existing fully paid-up equity share) to eligible members as on the record date determined by the Board/Committee. The bonus shares were treated as an increase in the paid-up equity share capital of the Company and not as income of the members.

The second postal ballot was conducted from 4th November, 2025 to 3rd December, 2025 to seek the approval of the members for alteration of the Object Clause of the Memorandum of Association of the Company. The Board of Directors of SMC Global Securities Limited proposed amendments to Clauses 2, 3 and 5 of the Memorandum of Association in order to align the same with the Company's evolving business operations and regulatory requirements. The amendment to Clause 2 was clarificatory in nature and specifically incorporated activities relating to margin trading, permitted financing activities, technology-enabled and AI-driven trading platforms, and distribution of third-party financial products, without introducing any new line of business. Clause 3 was amended to rectify a clerical typographical error by substituting the word "arbitrary" with

" arbitrage," without any change in the scope of the objects. Further, Clause 5 was amended to include custodian services in accordance with the regulations issued by the Securities and Exchange Board of India.

Meetings of Independent Director

The Independent Directors of your Company meet at least once in a financial year, without the presence of other executive or non-executive directors. During the year, a separate meeting of independent directors of the Company has been conducted on 17th March, 2026 inter alia, to perform the following:

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

b) Review the performance of the Executive Chairman of the Company (considering the views of the Executive and Non-Executive Directors),

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

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

Audit Committee

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the SEBI Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

Business Responsibility and Sustainability Report

As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to submit a Business Responsibility and Sustainability Report (BRSR) is mandatory for the top 1000 listed companies in

India by market capitalization, as determined by the stock exchanges (NSE and BSE) at the end of each financial year.

The BRSR requirement became applicable to your Company for the first time based on its inclusion in the list of the top 1000 listed entities as on March 31, 2022. However, since FY 2022–23, the Company has not been among the top 1000 listed companies in India based on market capitalization.

Accordingly, as the Company has not met the applicability threshold for three consecutive financial years, the requirement to prepare and annex the BRSR to the Annual Report for the financial year 2025–26 is not applicable.

Corporate Social Responsibility (CSR)

Details of policy developed and implemented by your Company, on its Corporate Social Responsibility (CSR) initiatives:

Your Company continues to remain steadfast in its commitment to contributing meaningfully to society and believes that sustainable business success must be accompanied by responsible corporate conduct. In line with this commitment, the Company has adopted a comprehensive Corporate Social Responsibility (CSR) Policy, formulated pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The CSR Policy of the Company is aligned with the activities prescribed under Schedule VII of the Act.

During the financial year 2025–26, the Company's CSR efforts were primarily directed towards the following focus areas:

a. Promoting healthcare, including preventive healthcare

b. Promotion of education, including special education and employment-enhancing vocational skills

c. Upli_ment of weaker sections of society d. Women empowerment and gender equality e. Rural Development

The Company undertakes its CSR initiatives through registered implementing agencies, and all activities undertaken during the year are categorized as non-ongoing projects, as defined under applicable CSR rules. During the Financial Year 2025-26, the CSR Committee met 2 times. The details of the meetings held and attendance of members thereat form part of the Annual Report on CSR Activities annexed to this Report.

In accordance with the statutory requirement of spending at least 2% of the average net profits of the preceding three financial years, the CSR expenditure for FY 2025–26 is as follows:

• Standalone CSR expenditure: _2,50,58,000

• Consolidated CSR expenditure: _3,98,48,578

Further, a surplus of _ 2,19,655 on standalone basis pertaining to FY 2025–26 remains available for seto_ against CSR obligations of the succeeding financial years and on

` 3,09,694 on consolidated basis available for seto_ against CSR obligations of the succeeding financial years. The Company has fully complied with the provisions of Section 135 of the Companies Act, 2013, and the rules made thereunder. The CSR Policy is available on the Company's website at : https://smcindiaonline.com/wp-content/ uploads/2021/09/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY-1.pdf

Further details regarding the composition of the CSR Committee, project-wise expenditure, implementation methodology, and impact assessment (if applicable) are provided in the Annual Report on CSR Activities, annexed to this Report as Annexure 2.

Criteria of making the payments to Non- Executive Directors

The criteria of making the payments to the Non-Executive Directors are published on the website of the Company at https://smcindiaonline.com/wp-content/uploads/2021/09/ CRITERIA-FOR-MAKING-PAYMENTS-TO-NED.pdf

Policies

During the year, the Company had implemented all the policies required under the Companies Act, 2013 and the Listing Regulations. The Company ensures compliance of all the provisions mentioned in the policies read along with the applicable law. The policies are available on the website of the Company at https://smcindiaonline.com/index.php/ investors/

Directors & Officer s Insurance Policy

The Company has an appropriate Directors and Officer s Liability Insurance Policy which provides indemnity in respect of liabilities incurred as a result of their office. The policy is renewed every year by the Company.

The coverage of the insurance extends to all directors of the Company including the Independent directors.

Secretarial Standards

The 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.

Corporate Governance Report

In compliance with the provisions of Regulation 34 of Listing Regulations, a separate report on Corporate Governance, along with certificate from the Auditors on its compliance, forms part of this Annual Report.

CS Priyank Kukreja, Practicing Company Secretary has certified your Company's compliance requirements in respect of Corporate Governance, in terms of Regulation 34 of the Listing Regulations; and their Compliance Certificate is annexed to the Report on Corporate Governance.

Annual Return

Pursuant to the provisions of section 92(3) and section 134(3)(a) of the Companies Act, 2013, the annual return as on 31st March, 2026 in the prescribed format is available at company's website at https://www.smcindiaonline.com//wp-content/uploads/2021/09/AC3009603-1.pdf

Particulars of Loans, Guarantee and Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.

Auditors

Statutory Auditors and its Audit Report

Pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s P.C. Bindal & Co., Chartered Accountants (Firm Registration Number 003824N) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting of the Company.

M/s P.C. Bindal & Co., Chartered Accountants, have submitted their Report on the Annual Standalone and Consolidated Financial Statements of the Company for the FY 2025-26, which forms part of the Annual Report 2025-26. The Auditors' Report to the Members for the year under review is unmodified. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

During the year under review, the Company or its subsidiary companies has not availed any service from the statutory auditor of the Company during the FY 2025-26 which are prohibited non-audit services mentioned under clause (a) to (i) of section 144 of the Companies Act, 2013.

The Auditor's Report for the FY 2025-26 is enclosed with the financial statements in this Annual Report. In this regard, the report does not contain any qualification, reservation or adverse remark. Further, there are no instances of any fraud reported by the Auditors of the Company in pursuance of section 143(12) of the Companies Act, 2013.

Qualification/Reservation/Adverse Remarks of the Statutory Auditor

The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor and its Audit Report

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, M/s A. K. Roy & Associates, Practicing Company Secretaries Firm ((FRNS2010DE134500) were appointed as secretarial Auditors of the Company for a term of five consecutive years at the 31st Annual General Meeting of the Company held on 28th June, 2025 to hold office from F.Y 2025-26 to 2029-30. Accordingly, the Secretarial Auditor have provided the Secretarial Audit Report in form MR-3 for the financial year ended 31st March, 2026 which is annexed herewith and marked as Annexure 3 and also available on the website of the Company at https://www.smcindiaonline.com/ wp-content/uploads/2025/05/Annexure-9-Secretarial-Audit-Reports.pdf

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report pertaining to financial year 2025-26.

Further, in accordance with the provisions of Regulation 24A of the Listing Regulations, the material subsidiaries of the Company i.e. Moneywise Financial Services Private Limited and SMC Insurance Brokers Private Limited have also conducted their secretarial audit for FY 2025-26.

The Secretarial audit report of Moneywise Financial Services Private Limited and SMC Insurance Brokers Private Limited does not contain any qualification, reservation or adverse remark. The report is available on the website of the Company at https://www.smcindiaonline.com//wp-content/ uploads/2025/05/Annexure-10-Secretarial-Audit-Reports-Material-Subsidiary.pdf

Annual Secretarial Compliance Audit and its Report

Pursuant to the provisions of Regulation 24A of the Listing Regulations read with SEBI circular dated 8th February, 2019, the Board of Directors of the Company has appointed M/s A. K. Roy & Associates, Practicing Company Secretaries Firm to conduct annual secretarial audit for FY 2025-26 pertaining to compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under. The annual secretarial compliance audit report is also available the website of content/uploads/2025/05/Annexure-9-Secretarial-Audit- the company. https://www.smcindiaonline.com//wp-Reports.pdf

Qualification/Reservation/Adverse Remarks of the Auditor

The Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s Aadit Sanyam & Associates as the Internal Auditor of the Company for the Financial Year 2025-26.

The Internal Auditor conducts periodic audits of the Company's operations, financial processes, and internal control systems to assess their adequacy and effectiveness. Internal audit reports are placed before the Audit Committee of the Board for review and appropriate action on a periodic basis.

Cost records and Cost Audit

The maintenance of cost records and conducting of cost audit in accordance with the provisions of section 148(1) of the Companies Act, 2013 are not applicable as the Company is not involved in the business of production or manufacturing of goods or providing of services as is mentioned under Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo

During the year, ended 31st March, 2026, there were foreign currency earnings of ` 10,09,61,059 and the foreign exchange outgo was of ` 1,95,95,977.

The Company being in a stock broking business does not have any industrial or energy intensive operations. Hence, the provisions mentioned under Rule 8(3) of Companies (Accounts of Companies) Rules, 2014 are not applicable on the Company.

In this regard, the Company is cognizant of the importance of adopting measures for optimum energy utilisation and conservation.

Particulars of remuneration of Directors/ KMP/ Employees

The SMC Group employs around 4017 employees as on 31st March, 2026 leveraging a strong partnership and ownership culture. In terms of the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory amendment or modification thereof), a statement showing the names and other particulars of top ten employees of the Company and such other employees drawing remuneration in excess of the limit said out in the said Rules are provided in this Report and marked as Annexure 4.

Disclosures pertaining to remuneration and other details of Directors as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendment or modification thereof) are also provided in this Report and marked as Annexure 5.

Reclassification from Promoter Group to Public

During the year under review, there was no reclassification from the Promoter Group to the Public.

Unclaimed dividend and shares

Pursuant to the provisions of section 124(5) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, relevant amount which remained unpaid or unclaimed for a period of seven years should be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF). During the year, your Company has transferred the Unpaid and Unclaimed Final Dividend pertaining to FY 2017-18 of

` 5,63,632 (Five Lakh Sixty Three Thousand Six Hundred and Thirty Two Only) and Interim Dividend pertaining to FY 2018- 19 of ` 5,35,460 (Five Lakh Thirty Five Thousand Four Hundred and Sixty Only) to IEPF in accordance with IEPF Rules.

Pursuant to Section 124 (6) of the Companies Act, 2013 and read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time) read with applicable provisions of the Companies Act, 2013, all the underlying shares in respect of which dividends are not claimed/paid for the last seven consecutive years or more are liable to get transferred to the IEPF DEMAT Account with a Depository Participant as identified by the IEPF Authority. Accordingly, as on 31st March, 2026, total 7,00,938 (Seven Lakhs Nine hundred and Thirty Eight Only) equity shares of face value ` 2/- each are held in IEPF Demat account.

It is informed that pursuant to the Bonus Issue, 3,51,469 Equity Shares corresponding to the Equity Shares already transferred and held in the name of the IEPF were also transferred to the IEPF in accordance with the provisions of Section 124 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. The details of such Shares are available on the website of the Company at www.smcindiaonline.com. The concerned Shareholders are requested to claim the said Shares by directly approaching to the IEPF Authority.

In this regard, the notice of the ensuing Annual General Meeting provides the detailed list of unpaid dividend declared up to the date. Hence, shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

The Company has appointed Mr. Suman Kumar, Company Secretary, as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at https://smcindiaonline.com/ wp-content/uploads/2021/09/Nodal- Officer -Deputy-Nodal- Officer -1.pdf

Credit Rating

Your Company has been subjected to credit rating assessments by two leading and nationally recognised credit rating agencies, viz. ICRA Limited (ICRA) and CRISIL Limited (CRISIL), during the financial year 2025–26. The ratings assigned to the Company's various debt instruments and bank facilities reflect the Company's strong credit profile, long-standing market position, and adequate capitalisation. The details of the ratings and the key rationale thereof are set out hereunder:

ICRA Ratings

ICRA Limited, vide its rating rationale dated April 30, 2026, has rea_irmed the credit ratings assigned to the Company's bank facilities and Non-Convertible Debentures (NCDs), as detailed below:

The Stable outlook assigned by ICRA reflects its expectation that the Company will continue to benefit from its diversified business mix, leveraging its track record and established position in capital market-related businesses, while maintaining an adequate capitalisation profile.

The ratings remain constrained by the Company's exposure to the inherent volatility in capital markets, the evolving regulatory and operating environment, intense competition in the broking industry, and the credit and market risks associated with its capital market lending and proprietary trading activities. The performance of the lending business, in terms of growth and asset quality, remains a monitorable factor.

CRISIL Ratings

CRISIL Limited has assigned the following credit ratings to the Company's bank facilities:

The Stable outlook reflects CRISIL's assessment that the Company's credit risk profile is unlikely to change materially over the near to medium term.

Insider Trading Code

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, ("PIT Regulations") as amended.

The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI), including a policy for determination of legitimate purposes. Further, the Company has established adequate internal controls, including maintenance of a Structured Digital Database, to ensure compliance with the applicable provisions of the PIT Regulations.

Cyber Security

The Company has formulated and implemented cyber security policies. The Company has been very adaptive and resilient to the changes in the environment and continues to ensure optimum level of cyber security in the Company.

Further, during the year, the Company has created awareness about cyber security among senior officials, including Directors of Company by organizing a seminar/ webinar.

Further, there is no incident and threat has been reported during the financial year 2025-26 pertaining to Cyber Security.

In this regard your company has sincerely achieved ISO 27001:2022 information security management system (IMS) certification on 30th May 2025. This certification demonstrates companies focus on protecting critical information assets and strengthening customers trust

Human resource engagement and development

The Company firmly believes that its employees are its most valuable asset and remains committed to fostering a progressive, inclusive, and performance-driven work environment. During the year under review, the Company continued to strengthen its human resource framework through focused initiatives aimed at talent acquisition, employee development, leadership building, and enhancement of workplace engagement and well-being.

Significant emphasis was placed on capability development through structured learning and training programs designed to enhance technical, functional, and behavioural competencies across various levels of the organization. The Company also undertook measures to modernize its performance management framework by implementing a more structured and objective evaluation process based on Key Result Areas (KRAs) and Key Performance Indicators (KPIs), thereby promoting greater accountability, transparency, and alignment with organizational goals.

The Company continued to invest in employee welfare through various health, insurance, and engagement initiatives, reinforcing its commitment to creating a supportive and employee-centric workplace. Several initiatives focused on diversity, inclusion, leadership development, and internal career progression were also undertaken to build a future-ready and resilient workforce.

These sustained efforts have contributed to strengthening the organizational culture and enhancing employee satisfaction, reflected in the Company's continued recognition as a Great Place to Work, rea_irming its position as an employer of choice.

Depository System

The Company's equity shares are compulsorily tradable in electronic form. As on March 31, 2026, out of the Company's total equity paid-up share capital comprising of 20,94,00,000 equity shares, only 0.08% equity shares were in physical form the rest being in dematerialised form.

As per notifications issued by SEBI from time to time, requests for effecting transfer of securities are not processed unless the securities are held in the dematerialised form with the depositories. Further, transmission or transposition of securities held in physical or dematerialised form is also effected only in dematerialised form.

Therefore, Members holding securities in physical form are requested to take necessary action to dematerialise their holdings.

Fraud Reporting

During the year, neither the statutory auditors, internal auditors nor the secretarial auditor have reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees which has to be reported in the Annual Report.

General Disclosures

The Directors state that no disclosure or reporting is required in respect of the following items as there were no such transactions during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise

• The Company has not resorted to any buy back of its equity shares during the year under review.

• Neither the Managing Director nor the Whole- time Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries.

• Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013;

• No application has been made by a financial or operational creditor or by the company itself, under the Insolvency and Bankruptcy Code, 2016.

• The Company has not entered into any One-Time Settlement with Bank 's or Financial Institutions and therefore, no details of Valuation in this regard are available.

Acknowledgements

Your directors value the professionalism and commitment of all employees of the Company and place on record their appreciation and contribution to the excellence of the Company. Your Board also expresses their gratitude to the stakeholders of the Company for their continuous support and cooperation.

Cautionary Statement

The statements in the Board's Report and Management Discussion and Analysis, describing the Company's objectives, outlook, opportunities and expectations which may constitute "Forward Looking Statements", Accordingly, the actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company's operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.