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:

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 efficiency
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 softness
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 Fifteen 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 Fifty-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.

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 Fifty 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.

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 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 Companyhttps://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 sufficient 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
athttps://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 athttps://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 athttps://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 efficency 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 athttps://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 affirmed 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. Upliftment 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 setoff against
CSR obligations of the succeeding financial years and on
' 3,09,694 on consolidated basis available for setoff
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 athttps://smcindiaonline.com/index.php/
investors/

Directors & Officers Insurance Policy

The Company has an appropriate Directors and Officers
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 athttps://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 athttps://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 athttps://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 on the website

of the company. https://www.smcindiaonline.com//wp-
content/upioads/2025/05/Annexure-9-Secretariai-Audit-

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 athttps://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:

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, reaffirming 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.

For and on behalf of the Board of Directors

SMC Global Securities Limited

SD/- SD/-

Subhash Chand Aggarwal Mahesh C. Gupta

(DIN: 00003267) (DIN: 00003082)

Chairman and Managing Director Vice Chairman and Managing Director

Place: New Delhi
Date: 2nd May, 2026