Indo SMC Ltd Directors Report

To,

The Shareholders

M/s. Indo SMC Limited

Your directors have a pleasure in presenting their 5th Annual Report together with Audited Balance Sheet as on 31st March, 2026 and Profit & Loss Statement for the year ended on 31 st March, 2026.

1. FINANCIAL PERFORMANCE:

(In Lac)

Particulars	2025-26	2024-25
Sales & Other Income	31049.53	13877.92
Less: Expenses	26284.88	11528.73
Profit / (Loss) Before Depreciation & Finance Cost	4764.65	2349.19
Less: Finance Cost	(567.03)	(355.01)
Less: Depreciation	(143.95)	(83.02)
Profit / (Loss) before Tax	4053.67	1911.16
Profit / (Loss) before Tax	4053.67	1911.16
Less: Prior Period Income/(Expense)	-	(12.69)
Less: Income Tax	(613.02)	(415.98)
Deferred Tax	(193.89)	164.57
Short Provision of IT of Earlier Year	(8.46)	36.2
Profit / (Loss) after Tax	3238.30	1683.26

2. PERFORMANCE OVERVIEW:

During the year under review, the revenue from operating activities stood at Rs. 30973.93 Lacs as compared to that of Rs. 13869.25 Lacs during the previous year 2024-25, showing growth of 123% as compared to previous financial year, while Net Profit of the Company stood at Rs. 3238.30 Lacs as compared to that of previous year 2024-25 of Rs. 1683.26 Lacs showing growth of 93% as compared to previous financial year.

The revenue From Operation of the Company increased as a result of Company has expanded its Manufacturing Capacity in the SMC boxes, FRP products and related products the company manufactures and Introduction of new product lines in the electrical components division, including HTCT and feeder pillars, contributed to revenue growth. The government has announced many schemes for Smart meter boxes where in our company was the sector power sector players have placed their orders with the direct beneficiary company being standard of products supplied by company are as per the norms set by them. This trend is ongoing and such increase in sale was result of demand led growth, government scheme and quality products the company supplies. The Company has added new manufacturing facilities at Nasik and Rajasthan Gilot and also expanded its facilities at Pirana Unit.

3. DETAILSREGARDINGSUBSIDIARYCOMPANIES,ASSOCIATECOMPANIESANDJOINTVENTURECOMPANIES:

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

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

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

5. MATERIAL CHANGES AND COMMITMENTS:

During the year under review, Company undertook significant changes relating to alteration in Main Object Clause of the Company and Issue, offer and allot of equity share by way of Initial Public offer which positively affecting the financial position of the Company.

6. INITIAL PUBLIC OFFER (IPO) AND UTILIZATION OF IPO PROCEEDS:

During the year under review, the Company Successfully completed its Initial Public Offer and has received final listing approval vide BSE Letter No. LO\SME-IPO\AB\TP\666\2025-26 dated 20th January, 2026. The Equity shares were listed at BSE SME Platform on 21st January, 2026. The Board is pleased and humbled by the faith shown in the Company by all the stakeholders. Your Company has got an over-whelming and ground-breaking response from the investors at its IPO i.e., upto 110+ times over-subscription.

The Issue size comprised of fresh issuance of up to 61,71,000 (Sixty One Lacs Seventy One Thousand) Equity Shares of face value of Rs.10/- (Rupees Ten only) each fully paid-up ("Equity Shares") at an Issue Price of Rs.149/- (Rupees One Forty Nine only) per Equity Share including premium of Rs.139/- (Rupees One Thirty Nine) per Equity Share aggregating to Rs. 91,94,79,000/- (Rupees Ninety One Crore Ninety Four Lacs Seventy Nine Thousand Only) The Company has filed the Statements of deviation (s) or variation(s) Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,theCompanyhasobtained certificatefrom M/s. A. N. Ruparel & Co., (FRN:113413W) Chartered Accountants, after due review by the Audit Committee confirming the utilization of IPO proceeds. As certified by the auditors, there was no deviation raised through the IPO up to 31st March, 2026. Out of the total IPO proceeds of Rs. 9,194.79 Lacs, an amount of Rs. 4,241.04 Lacs had been utilized in accordance with the objects of the issue and the balance amount of Rs.4,953.75 Lacs remained unutilized as on 31st March, 2026. The unutilized funds were temporarily parked in fixed deposits and bank accounts pending utilization for the stated objects of the issue.

7. SHARE CAPITAL:

A. Authorized Share Capital

The Authorized Share Capital of the Company is Rs. 24,00,00,000/- (Rupees Twenty-Four Crore Only) divided into 2,40,00,000 (Two Crore Forty Lacs Only) Equity Shares of Rs. 10/- each.

B. Issued, Subscribed & Paid-Up Share Capital

During the Year under review, the Company successfully Completed Initial Public Offer Comprise of fresh issue of 61,71,000 (Sixty One Lacs Seventy One Thousand) Equity shares Face Value of Rs.10/- (Rupees Ten only) each at an issue Price of Rs.149/- (Rupees One Forty Nine) each Including Premium of Rs. 139/- (Rupees One Thirty Nine) each having The said Issue was open for subscription on 13th January, 2026 and closed on 15th January, 2026.

Consequently, upon allotment of aforesaid Equity shares the Paid-up Share Capital of the Company increased from Rs.16,68,43,500/- (Rupees Sixteen Crore Sixty Eight Lacs Forty-Three Thousand Five Hundred only) divided into 1,66,84,350 (One Core Sixty Six Lacs Eighty Four Thousand Three Hundred and Fifty) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 22,85,53,500/- (Rupees Twenty-Two Crore Eighty-Five Lakhs Fifty-Three Thousand Five Hundred only) divided into 2,28,55,350 (Two Crore Twenty Eight Lacs Fifty Five Thousand Three Hundred and Fifty) equity shares of Rs. 10/- (Rupees Ten Only) each.

8. REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

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

9. DIVIDEND:

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

10. RESERVES:

Pursuant to Provision of Section 134(3)(j) of Companies Act,2013, the company has not proposed to transfer any amount to General Reserve account of the company during the year under review.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Name of Director	Category
Mr. Nitin Jasvantbhai Patel	Chairman and Non-Executive Director
Mr. Neel Niteshbhai Shah	Managing Director & CFO
Mr. Chaitanya Patel	Executive Director
Mrs. Riktabahen Sonawala	Non-Executive Director
Mr. Shashwat Yatishkumar Shah	Independent Director
Mr. Arpankumar Patel	Independent Director
Name of Key Managerial Personnel	Category
Mr. Neel Niteshbhai Shah	Managing Director & CFO
Ms. Avani Patel	Company Secretary & Compliance Officer

During the period under review after the closure of the Financial Year Under review, Mr. Chintan Bhatt (DIN: 09289074) has tendered his resignation from the position of Director (Non-Executive, Independent) of the Company w.e.f. closing of the business hours of 6th April, 2026. Further, Mr. Arpankumar Patel (DIN: 08792951) has been appointed as Director in category of (Non- Executive, Independent Director) of the Company for a period of 5 consecutive years w.e.f. 7th April, 2026 at duly convened Extra- Ordinary General Meeting on 6th July, 2026 to hold office up to 6 th April, 2031 vide passing Special Resolution.

As per the provisions of the Articles read with the Companies Act, 2013, office of Mr. Neel Niteshbhai Shah having (DIN: 09335917), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting. Being eligible for re-appointment, he shows his willingness to be re-appointed as the Director of the Company, agenda proposing his regarding his re-appointment shall be placed before the members at the ensuing

Annual General Meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors of the Company confirming that:

a. They meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;

b. They have registered their names in the Independent Directors Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto;

c. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement,itishereby

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

b. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the c. that the Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

14. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Policies and procedures are adopted by the Company for ensuring the orderly and efficientconduct of its business, including adherence to the Companys policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

31 As per the audited figures st March, 2025 Your Company has exceeds the threshold limit of the Net Profit as specified under the Section 135 of the Companies Act, 2013. Hence, the company is required to spend 2% of the Average Net Profit of previous three financial years.

Your Company believes in contributing to harmonious and sustainable development of society and that a companys performance must be measured not only by its bottom line but also with respect to the social contributions made by the company while achieving its financial goals. During the year, the CSR Expenditure incurred by the company was 17.00 Lakhs in the areas of Medical and Health Care Support.

The CSR policy of the Company may be accessed on the Company website at https://indosmc.com/policies-and-code-of-conduct/ .The Annual Report on CSR Activities is annexed herewith as "Annexure A".

In terms of rule (9) of the Companies (Accounts) Rules, 2014, the Company has developed Corporate Social Responsibility initiatives and has a CSR Policy in place.

16. FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has adopted a mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

A Separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, etc.

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

A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors, Board as whole and of the Chairperson of the Company, including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

17. NUMBER OF MEETINGS OF BOARD:

The Board of Directors duly met 13 (Thirteen) times during the financial year under review on 22nd April, 2025, 1st

August, 2025, 14th August, 2025, 5th September, 2025, 28th September, 2025, 29th September, 2025, 20th November, 2025, 6th January, 2026, 12th January, 2026, 19th January, 2026, 20th January, 2026, 22nd January, 2026 and 9th February, 2026 respectively.

The Board of Directors confirms the compliance of the requirements of the Secretarial Standard issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs. The Prescribed quorum was present for all the Meetings.

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

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

19. AUDITORS & AUDITORS REPORT:

STATUTORY AUDITOR:

M/s. A N Ruparel & Co., Chartered Accountant (Firm Registration Number: 113413W) Ahmedabad has been appointed as statutory Auditors of the Company for the period of five years to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2030. Further, as per MCA notificationno ratification of Auditors Appointment is required at every Annual General Meeting and hence no resolution has been proposed for such ratification.

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

COST AUDITOR:

As per the requirement of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your company appointed M/s. Kishor Kumar & Co. Cost Accountant (Firm Registration Number: 006487) to conduct the Cost Audit of the Company for the financial year 2025-26.

Further, based on the recommendation of the Audit Committee and upon the receipt of the consent letter, M/s. Kishor Kumar & Co. Cost Accountant (Firm Registration Number: 006487), have been re-appointed as the Cost Auditor for the financial year 2026-27.

In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members atof the ensuing Annual General Meeting for the Company.Accordingly,theBoardseeksratification remuneration payable to the Cost Auditors for the financial year 2026-27.

SECRETARIAL AUDITOR:

On the recommendation of the Audit Committee and the Board of Directors, the Members of the Company at the Extra Ordinary General Meeting held on 6th July, 2026, approved the appointment of M/s. Sunil Mulchandani & Associates, Company Secretaries, Ahmedabad (Firm Peer Review Registration No.: I2016GJ1533300), as the Secretarial Auditor of the Company foraterm officefrom April 01, fiveconsecutiveyears,tohold 2025 to March 31, 2030, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report MR-3, as provided by Mr. Sunil Mulchandani, Practicing Company Secretary is annexed to this Report as "Annexure C."

The secretarial auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as "Annexure D".

21. AUDIT COMMITTEE:

During the Year under review pursuant to Section 177 and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines, Audit Committee has been constituted an Audit Committee to oversee the financial process and ensure transparency and integrity in financial disclosures.

The Audit Committee comprises the following members:

Name of the Member	Nature of Directorship	Designation in Committee
Shashwat Yatishkumar Shah	Non- Executive Independent Director	Chairman
(upto 6th April, 2026)
Arpankumar Patel	Non- Executive Independent Director	Chairman
(w.e.f. 7th April, 2026)
Chintan Umeshbhai Bhatt	Non- Executive Independent Director	Member
(upto 6th April, 2026)
Shashwat Yatishkumar Shah	Non- Executive Independent Director	Member
(w.e.f. 7th April, 2026)
Neel Niteshbhai Shah	Managing Director	Member

22. VIGIL MECHANISM:

The Company has established a Vigil Mechanism in accordance with the provisions of Section 177 of the Companies Act, 2013 read with and applicable rules, made there under and as per applicable provision of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The mechanism provides a channel for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct. The Vigil Mechanism is under the oversight of the Audit Committee, which ensures that adequate safeguards are provided against victimization of individuals using the mechanism. The policy also provides direct access to the Chairperson of the Audit Committee.

23. NOMINATION AND REMUNERATION COMMITTEE:

During the Year under review pursuant to Provision of Section 178 Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines, Nomination and Remuneration Committee has been constituted with the following members:

Name of the Member	Nature of Directorship	Designation in Committee
Chintan Umeshbhai Bhatt	Non-Executive Independent Director	Chairman
(upto 6th April, 2026)
Arpankumar Patel	Non-Executive Independent Director	Chairman
(w.e.f. 7th April, 2026)
Shashwat Yatishkumar Shah	Non-Executive Independent Director	Member
Riktabahen Sonawala	Non-Executive Director	Member

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the Year under review pursuant to Provision of Section 178 sub section (5) and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines, Stakeholders Relationship Committee has been constituted with the following members:

Name of the Member	Nature of Directorship	Designation in Committee
Nitin Jasvantbhai Patel	Non-Executive Director	Chairman
Neel Niteshbhai Shah	Managing Director	Member
Chintan Umeshbhai Bhatt	Non-Executive Independent Director	Member
(upto 6th April, 2026)
Arpankumar Patel	Non-Executive Independent Director	Member
(w.e.f. 7th April, 2026)

25. CHANGE IN MAIN OBJECT CLAUSE OF THE COMPANY:

During the year under review, the Company undertook an amendment to Clause III(A) of its Memorandum of Association pursuant to the provisions of Section 13 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (including any statutory modifications or re-enactments thereof for the time being in force), The amendment was aimed at expanding the scope of the Companys main objects to align with its evolving business strategy and future growth plans.

The Board of Directors approved the proposal to insert new object clauses, which was subsequently approve by Shareholders vide passing Special Resolution at duly Extra Ordinary General Meeting held on 30th August, 2025. The Company has obtained required approval of the Central Government.

The following new clauses were added to the Main Object Clause:

Clause 2:

To carry on the business of manufacturing, importing, exporting, trading, and dealing in all types of Fiber Glass Reinforced Polymer (FRP) products, including FRP Pultruded Products, FRP Moulded Gratings, and FRP Rods for industrial applications. It also offers end-to-end solutions such as design, prototyping, testing, manufacturing, logistics, installation, and after-sales service.

Clause 3:

To carry on the business of Technical consultancy and advisory services in the field of composite materials, particularly SMC and FRP products. This includes guidance on raw material selection, product design, process optimization, application engineering, feasibility studies, R&D, and technical documentation. It also offers design and technical know-how for power sector applications including transformers, solar, EV infrastructure, and energy distribution.

Clause 4:

To carry on the business of the manufacturing, fabrication, trading, and distribution of electrical measuring instruments such as Current Transformers (CTs), Potential Transformers (PTs), combined CT-PT units, and related components and accessories for various voltage levels.

Clause 5:

The manufacture, produce and deals in tarpaulins, synthetic geomembranes, and allied products made from synthetic fiber yarn. Activities include buying, selling, importing, exporting, job work, Research & Development, and marketing of tarpaulins for diverse industrial applications."

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

Your Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website of the Company at https://indosmc.com/policies-and-code-of-conduct/.

Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary and trainees) as well as women who visit the premises of the Company for any purpose are covered under this Policy and are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

There were no complaints received, during the period under review.

27. RISK MANAGEMENT POLICY:

Your Company has established comprehensive Risk Management System to ensure that risks to the Companys continued existence as a going concern and to its growth are identified and addressed on timely basis. As part of the risk management system, the relevant parameters for manufacturing sites are analysed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines. The company fulfils its legal requirement concerning ambition, water usage, waste water and waste disposal. Improving work place safety continued top priority at manufacturing site.

Your Company being an SME Listed company, the provisions of Composition of Risk Management Committee is not applicable to it, by virtue of Regulation 15(2) (b) of SEBI (LODR) Regulations, 2015.

28. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company endeavours that its Nomination & Remuneration Policy should represent the mode in which the Company carries out its business practices i.e., fair, transparent, inclusive and flexible. As part of the policy, the Company strives to ensure that: a. The level and composition of remuneration is reasonable and sufficient Directors of the quality required to run the Company successfully; b. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks; c. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with existing industry practice. The Policy of Nomination and Remuneration Committee has been placed on the website of the company at https://indosmc.com/policies-and-code-of-conduct/ .

29. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The details of remuneration of Directors, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as "Annexure B" to this Report, attached hereto.

As there was no employee of the Company drawing remuneration in excess of the limits prescribed and hence, the details as required under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 with respect to particulars of top 10 employees need not be required to be disclosed.

30. POLICIES ADOPTED BY THE COMPANY:

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI

Regulations are available for the access at the website of the Company at https://indosmc.com/policies-and-code-of-conduct/

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

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy	The activities carried out by the Company are power intensive and
(ii) the steps taken by the company for utilizing alternate sources of energy	the cost of the energy is insignificant due to advanced technology and
(iii) the capital investment on energy conservation equipments	power savings. Further, the Company is using LED lights and equipped with high tech equipment, which helps in conservation of energy.
(B) Technology absorption
(i) the efforts made towards technology absorption
(ii)the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	The Company has not imported any technology during the year.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and The Foreign Exchange outgo during the year in terms of actual outflows	Foreign Exchange Earning of 328.98 Lakhs during the Year and 89.42 Lakhs in Previous Year. Foreign Exchange Expenditure of 379.84 Lakhs during the year and 246.77 Lakhs in previous Year

32. DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Details of Deposits not in compliance with the requirements of the Act:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2026, there has been no non-compliance with the requirements of the Act. Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January, 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The Company complied with this requirement.

33. MAINTENANCE OF COST RECORDS:

In pursuance of the provisions of Section 148(1) of the Companies Act, 2013, your Company is required to maintain cost records, as specified. Accordingly, it has properly maintained all the cost records and accounts.

34. EXTRACT OF ANNUAL RETURN:

Pursuant to Companies (Amendment) Act, 2017 the Companies are not required to attach Extract of Annual Return in Form MGT-9, however, if the Company is maintaining any website, then in such case the Company is required to place copy of Annual Return on the website of the Company and web link of the same shall required to be given in Directors Report pursuant to provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014. The copy of such annual return is available on the website of the Company viz. www.indosmc.com.

35. COMPANYS WEBSITE:

Your Company has developed and maintained its fully functional website www.indosmc.com , which has been designed to exhibit the Companys businesses upfront on the home page and all the relevant details about the Company.

The website carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, Directors & Corporate Profile, details of Board Committees, Corporate Policies, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

36. CORPORATE GOVERNANCE:

Being listed on SME Platform, the Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not applicable to the company yet your Company adheres to good corporate practices at all times.

Robust corporate governance policies, informed risk management and a keen eye on emerging opportunities underline our Governance approach. Continued focus on stakeholder value-creation, best in Class disclosure methodology has been adopted. Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations and strive to comply non mandatory requirements of Corporate Governance.

Report on Corporate GovernancePracticesandtheAuditorsCertificateregarding compliance of conditions of

Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

37. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted the Code of conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, to regulate, monitor and report trading by designated persons towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the

Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Un-published Price Sensitive Information and formulated the code of conduct of the Company.

The code is applicable to Directors, Employees, Designated Person and other connected persons of the Company; the aforesaid code of conduct for prevention of Insider Trading is duly placed on the Website of the Company at https://indosmc.com/policies-and-code-of-conduct/.

Further, Pursuant to the Internal Code of Conduct for Prevention of Insider Trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended), the trading window closure(s) are intimated in advance to all the designated person and during the said period, the Board of Directors and concerned persons are not permitted to trade in the securities of the Company.

38. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

As Company has not done any one-time settlement during the year under review hence disclosure in this respect is not applicable.

40. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

41. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

material orders were passed by regulators /courts or tribunals Duringthe yearunderreview,nosignificant impacting the going concern status and companys operations in future.

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

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

43. RELATED PARTY TRANSACTION:

All transactions entered into with the Related Parties as definedunder the Companies Act, 2013 read rules made thereunder, during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. However, as a prudent corporate governance practices the Board of Directors have approved such related party transactions in respective Board Meeting under the said provisions.

transactions made by the Company with the Promoters, Directors Therewerenomateriallysignificant and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

Since there were no transactions entered into by the Company with the related Parties during the F.Y. 2025- 26 that were required to be reported, the prescribed form AOC-2 is not attached herewith.

44. PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company confirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961 during the year under review. All eligible female employees have been provided maternity leave, nursing breaks, and other statutorybenefitsas prescribed under the Act. The Company remains committed to fostering a supportive and inclusive workplace for women.

45. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Companys employees at all levels.

	For, M/s. INDO SMC Limited
Sd/-	Sd/-
Nitin Jasvantbhai Patel	Neel Niteshbhai Shah
(Chairman)	(Managing Director & CFO)
DIN: 05225550	DIN: 09335917
Date: 4th September, 2026
Place: Ahmedabad
Registered Office:-
809, Shilp Zaveri Shyamal Cross Road,
Vejalpur, Shyamal , Ahmedabad, Gujarat, India, 380006