SMC Credits Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 34th (Thirty Fourth) Boards Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended March 31, 2026 along with comparative figures for the previous year is summarized below:

Particulars	31st March, 2026	31st March, 2025
	(Amount in Lacs)	(Amount in Lacs)
Profit before depreciation and taxation	3994.09	1562.38
Less: Depreciation	4.56	4.18
Provision for Tax
a) Tax Expenses	735.81	306.58
b) Prior period tax	-	-
Profit after depreciation and taxation	3254.62	1251.62

2. STATE OF THE COMPANYS AFFAIRS

The operating income of the Company is derived from a mix of dividend, interest Income and other income. The profit after tax for the financial year 2025-26 is Rs. 3254.62 (in lacs) as compared to Rs. 1251.62 (in lacs) in the financial year 2024-25 showing an significant increase of 160.03%.

3. DIVIDEND AND RESERVES

Your Board of Directors do not recommend any dividend and have not transferred any amount to reserve for the financial year ended 31st March, 2026.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.

5. TRANSFER TO IEPF

During the year under review, the Company did not transfer any sums to unpaid or unclaimed dividend account of the Investor Education and Protection Fund (IEPF). Further, pursuant to the provisions of the Act read with the IEPF Rules, the shares on which dividends have not been claimed for seven consecutive years have to be transferred in favor of IEPF authority. During the year under review, the Company has not transferred equity shares in the demat account of IEPF authority.

6. DEPOSITS

Your Company has not accepted any deposits from the public during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the financial year 2025-26, no changes took place in composition of directors and key managerial personnel.

8. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. Based on the aforesaid declarations received from Independent Directors, the Board of Directors confirms that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.

9. DIRECTORS RESPONSIBILITY STATEMENT

Your Companys Directors make the following statement in terms of sub-section (5) of Section 134 of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them: (a) In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied consistently and judgments and estimates are made which were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit or loss of the Company for the year ended on that date;

(c) 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;

(d) The financial statements for the financial year ended 31st March, 2026 have been prepared on a going concern basis;

(e) Proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

10. INTERNAL FINANCIAL CONTROL

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major- observations periodically.

11. BOARD MEETINGS, COMMITTEES MEETINGS AND ANNUAL GENERAL MEETING

During the financial year 2025-2026, 5 (Five) Board Meetings were held on 30th May 2025, 20th June, 2025, 13th August 2025, 14th November 2025 and 14th February 2026. The details of meetings including dates of meetings indicating the number of meetings attended by each director are given in the Corporate Governance Report. The particulars of meeting of all Committees held during the financial year ended 31st March, 2026 are also disclosed in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and the SEBI Listing Regulations.

During the financial year 2025-26, no Extra Ordinary General Meetings was held and the 33rd Annual General Meeting of the members of the Company was held on 30th September, 2025.

12. AUDITORS AND AUDITORS REPORT

i) Statutory Auditors

Members of the Company at their 33rd Annual General Meeting (AGM) held on September 30, 2025 had appointed M/s Kumar Ashwani & Associates, Chartered Accountants (FRN: 008891N) as the Statutory Auditors of the Company for a term of three consecutive years from the conclusion of the 33rd AGM until the conclusion of the 36th AGM of the Company pursuant to Section 139 of the Act.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and that they hold a valid certificate issued by the Peer Review Board of Institute of Chartered Accountants of India.

The Auditors Report for the financial year 25-26 is self- explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

ii) Secretarial Auditors

The Members at their 33rd Annual General Meeting (AGM) held on September 30, 2025 had appointed M/s Neeraj Arora & Associates, Company Secretaries (M. No. 10781 & CP No. 16186), as Secretarial Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 33rd AGM till the conclusion of 38th AGM of the Company to be held in the year 2030.

The Secretarial Auditors have confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company and that they hold a valid certificate issued by the Peer Review Board of Institute of Company Secretaries of India.

The Secretarial Audit Report for the Financial Year ended March 31, 2026 is attached to this report as "Annexure II". The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers.

The Company has no material unlisted subsidiaries incorporated in India which need to undertake Secretarial Audit, in terms of Regulation 24A of the SEBI Listing Regulations.

iii) Cost Records

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit & maintenance of Cost Records were not applicable on the Company during Financial Year 2025-26.

13. SUBSIDIARY, ASSOCIATES COMPANIES & JOINT VENTURES

The Company does not have subsidiaries, joint ventures or associate company/ies during the year under review.

14. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis. Further, there were no materially significant related party transactions that may have potential conflict of interests of the Company at large.

Prior omnibus approval is obtained from the Audit Committee in its meeting held on February 14, 2026 for the related party transactions which are foreseen and repetitive in nature. A statement of all related party transactions are placed before the Audit Committee on quarterly basis for review.

The Company has a policy on related party transactions which is available on the Companys website at www.smccredits.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions.

In terms of Section 134(3)(h) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Form AOC -2 is annexed in "Annexure-I". For details on related party transactions, members may also refer to the notes of the Financial Statements.

15. DISCLOSURES

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

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 with respect to loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report.

Particulars of investments, if any, as covered under the provisions of Section 186 of the Act are given in the notes forming part of the financial statements.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

i) Conservation of Energy

Steps taken for Conservation of Energy Steps taken for utilizing alternate sources of energy Capital investment on energy conservation equipment

As the Company is not involved in any industrial or manufacturing activities, the operations of the Company are not energy-intensive. However, wherever possible, the Company endeavor to look for possible ways and means to achieve energy conservation in every possible way

i) Technology Absorption

Efforts in brief made towards technology absorption	The business of company is not technology intensive, however, Company always follows a practice of upgrading its equipments on an ongoing basis.
Benefits derived Expenditure incurred on Research and Development Details of technology imported, if any Year of import Whether imported technology fully absorbed Areas where absorption of imported technology has not taken place, if any	NIL

ii) Foreign Exchange Earnings and Outgo – During the year under review, the Company did not have any foreign exchange expenditure and foreign exchange earnings.

c. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details 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 are form part of the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

d. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The following is a summary of sexual harassment complaints received and disposed of during the Financial Year 2025-26:

Number of complaints received during the year: NIL Number of complaints disposed of during the year: NIL Number of complaints pending for more than 90 days: NIL

e. COMMITTEES OF THE BOARD

The Board has constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee in terms of the requirements of the Act read with the Rules made thereunder and/ or the SEBI Listing Regulations. The details of Board and its Committees, including number of meetings are given in the Corporate Governance Report. f. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year under review, no material changes have occurred and commitments made, affecting the financial position of the Company during the year and between the end of the year till the date of this report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is given separately and forming part of this Annual Report.

17. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set-out by SEBI. In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed report on Corporate Governance is given separately and forms part of Annual Report and the certificate obtained from M/s Neeraj Arora & Associates, Practising Company Secretaries confirming compliance of the conditions of corporate governance is attached to this Annual Report.

18. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the SEBI dated January 05, 2017, performance evaluation of the board, its committees and individual directors has been duly done. The performance of the individual directors was evaluated on parameters, such as meeting attendance, participation and contribution, responsibility towards stakeholders and independent judgment.

The statement including the manner in which the evaluation exercise was conducted is included in the Corporate Governance report forming part of this annual report.

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of committee charter, updation to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.

The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

19. NOMINATION & REMUNERATION POLICY

Pursuant to provisions of the Act and SEBI Regulations, the Nomination and Remuneration Committee of your Board has already formulated a Nomination and

Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel (‘KMP), senior management and other employees of your Company and to ensure diversity at the Board level.

The Nomination and Remuneration policy may be accessed from Companys website at the link www.smccredits.com .

20. CORPORATE SOCIAL RESPONSIBILITY

Since the Company is not falling under any of the criteria provided under Section 135 of the Companies Act, 2013 and rules made thereunder, the provisions of Corporate Social Responsibility are not applicable to the Company during the year under review.

21. CHANGES IN SHARE CAPITAL

There is no change in the share capital of the company during the year under review.

22. PREVENTION OF INSIDER TRADING

The Company has formulated the Code of Practice for Fair Disclosure of UnPublished Price Sensitive Information and the Code of Conduct for regulating, monitoring and to protect the interest of shareholders at large, prevent misuse of any unpublished price sensitive information and prevent any insider trading activity by dealing in shares of the Company by its Designated Persons and their immediate relatives in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("Regulation"). The said Code is uploaded on the website of the Company. The objective of the Code is to protect the interest of shareholders at large, to prevent misuse of any unpublished price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Persons, other employees and their immediate relatives.

23. CODE OF CONDUCT

In compliance with Regulation 26(3) of Listing Regulations and the Companies Act, 2013, the Company has framed and adopted Code of Conduct (‘the Code). The code is applicable inter-alia to all Directors, Independent Directors and Senior Management of the Company. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The code is available on the Companys website All the Board Members and the Senior Management personnel have confirmed compliance with the Code as on 31st March, 2026. A declaration to this effect, signed by the Chairman in terms of Listing Regulations form part of the Corporate Governance Report.

24. ANNUAL RETURN

In accordance with Section 92(3) and 134(3)(a) of the Act, Annual Return in Form MGT-7, is available on the Companys website at www.smccredits.com.

25. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is in compliance with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and Secretarial Standards on General Meeting (SS-2) for the financial year ended March 31, 2026.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a vigil mechanism for Directors, Employee and other person dealing with the Company for reporting illegal or unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

The Company has formulated Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any and the Company is adhering to the same.

The Whistle Blower Policy is available on the Companys website, which may be accessed at the link: www.smccredits.com

27. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk Management Policy which lays down the framework to define, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company. During the year under review, the Company has not identified any element of risk which may threaten the existence of the Company.

28. LISTING FEES

The Companys shares are listed on BSE Limited. The Company affirms that the annual listing fees for the year 2025-26 to BSE Limited has been paid.

29. GENERAL

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

• The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961.

• The Company had not issued equity shares with differential rights as to dividend, voting or otherwise.

• The Company had not issued shares (including sweat equity shares) to employees of the Company under any scheme or Employees Stock Options Plan.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

• There were no outstanding material litigations as on March 31, 2026. Details of Statutory dues/tax matters are disclosed in the financial statements.

• As on the date of the Report any application is not pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2025-26.

• The Company has not entered in any one time settlement with any of the Banks/Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for companys customer, suppliers, Bankers and Central and State Governments for their continued guidance, support and cooperation.

Your Directors also place on the record their deep appreciation of contribution made by employees at all levels and also expresses their gratitude to the shareholders for their valuable and un-stinted support extended to the company throughout the year.

	For and on behalf of the Board
	Rajesh Goenka
New Delhi
	Chairman & CFO
August 14, 2026
	DIN: 00298227