Sumedha Fiscal Services Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Thirty Seventh Annual Report together with the Audited Financial Statements for the year ended March 31, 2026.

Financial Highlights (Rs. in lakhs, except equity share data)

	Consolidated		Standalone
Particulars	Year ended 31.03.2026	Year ended 31.03.2025	Year ended 31.03.2026	Year ended 31.03.2025
Total Income	11028.34	10620.44	11024.24	10541.96
Cash Profit	407.17	1007.26	397.95	934.48
Less: Depreciation	88.87	86.21	88.38	85.72
Profit before Tax	318.30	921.05	309.57	848.76
Less: Provision for Taxation	79.02	145.84	77.25	142.44
Add / (Less): Deferred Tax	2.83	(47.23)	5.31	(47.68)
Profit after Tax (Net of adjustment for earlier years)	242.11	727.97	237.63	658.64
Other Comprehensive Income	(94.68)	58.83	4.57	0.73
Add: Retained Earning brought forward	5382.05	4675.08	4845.02	4265.49
Balance available for appropriation	5529.48	5461.89	5087.21	4924.86
APPROPRIATION
Less: Dividend Paid	79.84	79.84	79.84	79.84
Balance carried to Balance Sheet	5449.64	5382.05	5007.37	4845.02
Earnings per Share (Rs.10/- each)
Basic (in Rs.)	3.03	9.12	2.98	8.25
Diluted (in Rs.)	3.03	9.12	2.98	8.25

OPERATIONAL REVIEW:

On standalone basis, Total Income for the financial year under review was Rs. 11024.24 Lacs as against Rs. 10541.96 Lacs for the previous financial year registering an increase of 4.58%. The Profit Before Tax was Rs. 309.57 Lacs and the Profit After Tax was Rs. 237.63 Lacs for the financial year under review as against Rs. 848.76 Lacs and Rs. 658.64 Lacs, respectively for the previous financial year.

On consolidated basis, Total Income for the financial year under review was Rs. 11028.34 Lacs as against Rs. 10620.44 Lacs for the previous financial year registering increase of 3.84%. The Profit Before Tax was Rs. 318.30 Lacs and the Profit After Tax was Rs. 242.11 Lacs for the financial year under review as against Rs. 921.05 Lacs and Rs. 727.97 Lacs, respectively for the previous financial year.

Pursuant to the Companys long-term strategy of expanding into high-growth financial services, our partnership in Urushya Fund Management LLP has achieved critical operational stability this year. The LLP has actively undertaken its role as the Investment Manager for its Category II Alternative Investment Fund (AIF), establishing a robust framework for governance, fund administration, and portfolio compliance in line with SEBI regulations.

Operating as the Investment Manager has allowed the LLP to command complete strategic control over the deployment cycle. Over the past year, the fund capitalized on macroeconomic shifts where high-performing businesses required flexible, non-dilutive alternate credit lines. The LLP meticulously structured these allocations as close-ended private credit investments, matching the funds horizon with the natural cash-flow cycles of the borrowers. To safeguard the funds asset quality, the investment committee mandated extensive due diligence and multi-layered security charges on all deployments. By managing the fund internally through the LLP, the Company is uniquely positioned to optimize yield generation, ensure stringent asset protection, and capture the upside of the rapidly expanding Indian private credit ecosystem.

Material Changes and Commitments

No material changes and commitments have occurred after the close of the year till the close of this Report, which affects the financial position of the Company.

Indian Accounting Standards

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standard) Rules, 2015, as amended from time to time. Accordingly, the Financial Statements have been prepared in compliance with Ind AS and the relevant provisions of the Companies Act, 2013. Consequently, the subsidiary, and associate also have adopted Ind AS (irrespective of their net worth).

Dividend & Transfer to Reserves

The Board of Directors is pleased to recommend a dividend of Re. 1/- per share (10%) for the year ended March 31, 2026, subject to the approval of the Members at the 37th Annual General Meeting.

During the year under review, there was no transfer to General Reserve (Previous year Rs. Nil).

Unpaid/Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 (including amendments and modifications, thereof), Rs. 1,70,242/- of unpaid/ unclaimed dividends were transferred during the year 2025-26 to the Investor Education and Protection Fund.

Employee Stock Option Scheme

No shares have been issued or allotted under any Employee Stock Option Scheme during the FY 2025-26.

Share Capital

The Paid-up Equity Share Capital as at March 31, 2026 stood at Rs. 7,98,44,240/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

As on March 31, 2026, none of the Directors of the Company hold instruments convertible into equity shares of the Company. Voluntary Delisting from the Calcutta Stock Exchange Ltd.

The Board of Directors in its meeting held on August 06, 2025 approved the voluntary delisting of the Companys equity shares from the Calcutta Stock Exchange Ltd. (CSE) in terms of Regulations 5 and 6 of the SEBI (Delisting of Equity Shares) Regulations, 2021.

The CSE vide its letter dated November 28, 2025 has granted its approval to the voluntary delisting of the listed securities of the Company. The Company was delisted from the official list of CSE with effect from December 01, 2025.

The delisting from CSE did not prejudice the interests of shareholders, as the shares continue to remain listed and traded on BSE Limited, the stock exchange having nationwide trading terminal.

Management Discussion and Analysis Report

In terms of requirements of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), a Management Discussion and Analysis Report is attached as Annexure - I forming part of this Report.

Report on Corporate Governance

In terms of requirements of Regulation 34 of the SEBI LODR, a Report on Corporate Governance together with Auditors Certificate regarding compliance of Conditions of Corporate Governance are attached as Annexure - II and Annexure - III respectively, forming part of this Report.

Consolidated Financial Statement

In accordance with Section 136 of the Companies Act, 2013 and Regulation 34 of the Listing Regulations read with other applicable provisions, your Directors have attached the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, prepared in accordance with applicable Ind AS, which form a part of the Annual Report. The financial statements including consolidated financial statements and the audited accounts of the subsidiary are available on the Companys website https://www.sumedhafiscal.com/annual-reports/

Accordingly a statement in Form AOC-1 is attached to the Financial Statements of the Company for your information.

Performance of Subsidiary:

SFSL Commodity Trading Pvt. Ltd.

During the year, the Company recorded Total Revenue of Rs. 23,41,911/- (Previous Year: Rs. 24,03,834/-) and Net Profit of Rs. 16,11,718/- for the year ended March 31, 2026 (Previous Year: Rs. 18,17,023/-).

The subsidiary has formally discontinued commodity trading activities and surrendered its Membership with MCX from April 1, 2019, considering overall profitability and risks associated with commodity trading.

Performance of Associate Companies/Entities US Infotech Pvt. Ltd.

During the year the Company recorded Total Revenue of Rs. 24,13,335/- (Previous Year: Rs. 73,23,369/-) and Net Profit of Rs. 12,35,182/- for the year ended March 31, 2026 (Previous Year: Rs. 43,14,923/-).

The Company continues to explore growth opportunities.

Sumedha Management Solutions Pvt. Ltd. (Insolvency Professional Entity)

During the year the Company recorded a revenue of Rs. 1,81,85,163/- (Previous Year: Rs. 2,59,14,637/-) and Net Loss of Rs. 60,88,545/- for the year ended March 31, 2026 (Previous Year: Net Profit of Rs. 2,00,247/-).

The Company continues its activities as a prominent player in Insolvency and Bankruptcy practice and is operating in a contemporary market scenario and monitoring its activities and business operations.

Urushya Fund Management LLP

Urushya Fund Management LLP (formerly, Urushya Wealth Management LLP), an associate entity, being the Investment Manager and Sponsor has launched Bharat Credit Opportunities Fund - I, a scheme of Bharat Credit Opportunities Trust and has received a total commitment of Rs. 72.25 crores (including Rs. 5 crores from Sponsor). Moving from the initial sourcing and evaluation phase of the prior fiscal year, it has actively executed its investment mandate. It successfully deployed targeted capital into specialized credit and special situation opportunities that optimize returns while enforcing institutional-grade asset security.

During the year under review, the LLP recorded a revenue of Rs. 1,63,01,162/- (Previous Year: Rs. 16,38,732/-) and a Net Profit of Rs. 57,97,510/- (Previous Year: Net Loss of Rs. 46,33,681/-).

Material Subsidiary

In accordance with the Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the unlisted subsidiary of this Company is not a material subsidiary. The Company has formulated a policy for determining material subsidiary. The policy can be accessed at the Companys website at https://www.sumedhafiscal.com/codes-and-policies/

Corporate Social Responsibility (CSR)

Your Company is deeply committed to embedding social and environmental responsibility within its business ecosystem to contribute meaningfully to global sustainable development efforts.

For the financial year under review, the Company did not meet the applicability thresholds specified under Section 135(1) of the Companies Act, 2013 (concerning net worth, turnover, or net profit limits). Consequently, the statutory obligation to spend at least 2% of the average net profits on CSR initiatives was not applicable to the Company for this reporting period.

Business Responsibility & Sustainability Report

The Company is not required to comply with the requirements associated with Regulation 34(2)(f) of the Listing Regulations, 2015. 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.

Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in preparation of the Annual Accounts for the year under review and state that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departure;

(ii) the Directors have 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 as at March 31, 2026 and profits of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

Directors

Members of the Company at its 36th Annual General Meeting held on 26th August, 2025, approved re-appointment of Mrs. Garima Maheshwari (DIN: 07001628) as a Director liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Anil Kumar Birla (DIN: 00015948), Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors on recommendation of the Nomination and Remuneration Committee has recommended his re-appointment.

Board Evaluation

The Company had annual evaluation of its Board, Committees and individual Directors pursuant to the provisions of Companies Act, 2013 and Listing Regulations. The Nomination and Remuneration Committee (NRC) specified the methodology for effective evaluation of performance of Board and Committees and individual Directors and also finalised the evaluation criteria (containing required particulars as per Guidance Note issued by the SEBI) and authorized the Board to undertake the evaluation process. The Evaluation Statement was reviewed by the Independent Directors.

The performance of individual directors was evaluated on parameters, such as number of meetings attended, contribution made in the discussions, contribution towards formulation of the growth strategy of the Company, independence of judgement, safeguarding the interest of the Company and minority shareholders etc. The Board then evaluated the performance of the Board, Committees and the individual Directors in the prescribed manner.

Declaration by Independent Directors

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations. In the opinion of the Board there has been no change in the circumstances which may affect in the status of independent directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency) in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board.

Meetings of the Board

During the year under review, 4 (Four) Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Key Managerial Personnel (KMP)

The Company is having the following Key Managerial Personnel during the year

Name	Designation
Mr. Bhawani Shankar Rathi	Whole-time Director
Ms. Dhwani Fatehpuria	Company Secretary
Mr. Girdhari Lal Dadhich	Chief Financial Officer

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the Notes to Financial Statements.

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company https://www.sumedhafiscal.com/codes-and-policies/

Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy for determining remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel and other matters provided under Section 178(3) of the Companies Act, 2013 and Listing Regulations. The details of this policy have been posted on the website of the Company https://www.sumedhafiscal.com/codes-and-policies/

The Remuneration Policy has also been outlined in the Corporate Governance Report forming part of this Annual Report.

Particulars of Contract or Arrangements made with Related Parties

All contracts /arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arms length basis. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable to the Company.

The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions. The policy is available on the Companys website - https://www.sumedhafiscal.com/codes-and-policies/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and proposed to be entered in the ordinary course of business and at arms length basis during the financial year. All related party transactions are placed before the Audit Committee for review and approval.

Risk Management Policy and Internal Financial Control

The Company has an Internal risk management policy providing effective risk management framework for identifying, prioritizing and mitigating risks, which may impact attainment of short and long term business goals of our company. The Policy is available on the Companys website at https://www.sumedhafiscal.com/codes-and-policies/. The main objective of the policy is to assess & evaluate significant risk exposures & assess managements actions to mitigate the exposures in a timely manner. The process aims to analyse internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success. The risk management framework, which is based on our Companys risk management process, is aligned with strategic planning, deployment and capital project evaluation process of the Company.

Risk Management System has been integrated with the requirements of internal controls as referred to in Section 134(5)(e) of the Companies Act, 2013 to evolve risk related controls.

A detailed note on risk management is given in Management Discussion & Analysis section forming part of this Annual Report.

Deposits

The Company has neither accepted nor renewed any deposits during the year. No deposit has remained unpaid or unclaimed at the end of the year under review.

Going Concern Status

No significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operation in the future.

Compliance System

Based on quarterly reports on the status of statutory compliance from Departmental Heads/ Responsibility Centres, the Company Secretary issues Certificate under Section 205 of the Companies Act, 2013 (Act) and Rules made thereunder and places before the Audit Committee and Board of Directors for review.

The status of Statutory Compliance is verified by the Internal Auditors and Secretarial Auditors pursuant to Sections 138 and 204 of the Companies Act, 2013 as well as Annual Secretarial Compliance Report issued pursuant to Regulation 24A of Listing Regulations.

Annual Return

The copy of Annual Return is available on the Companys website: https://www.sumedhafiscal.com/annual-return/.

AUDITORS Statutory Auditors

M/s. V Singhi & Associates, Chartered Accountants, 4, Mangoe Lane, Ground Floor, Kolkata - 700001 (Firm Registration No. 311017E) were appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years for the period from Financial Years 2022-23 to 2026-27, at the 33rd AGM of the Company held on September 17, 2022.

The Board and the Audit Committee have approved their continuation as Statutory Auditors of the Company for the Financial Year 2026-27, based on their consent and confirmation of eligibility dated May 12, 2026.

The Statutory Auditors have issued an unqualified audit report on the annual accounts of the Company for the year ended March 31, 2026.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company at the 36th Annual General Meeting held on August 26, 2025, approved the appointment of M/s Labh & Labh Associates, Company Secretaries (FRN: P2025WB105500), a peer-reviewed firm, as the Secretarial Auditors of the Company. The appointment is for a tenure of five consecutive financial years, spanning from the conclusion of the 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting to be held in the calendar year 2030.

Pursuant to their multi-year tenure, the Company has received the formal consent and confirmation of statutory eligibility dated May 11, 2026, from M/s Labh & Labh Associates, confirming their continuation as the Secretarial Auditors of the Company for the financial year 2026-27. The Board has taken the same on record based on the recommendations of the Audit Committee.

The Secretarial Audit Report for FY 2025-26 (attached as Annexure - IV) does not contain any qualification.

Auditors Report

The Auditors Report to the Shareholders does not contain any reservation, qualification, or adverse remark. During the year under review, neither the statutory auditors nor secretarial auditors have reported to the Audit Committee of the Board under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers and employees, the details of which need to be mentioned in this Report.

Cost Audit

The Company is not engaged in production of goods or providing services pursuant to Section 148 of the Companies Act, 2013 and therefore not required to comply with the requirements thereunder.

Internal Audit

The Audit Committee of the Company quarterly reviews the Internal Audit Reports as preferred by the Internal Auditor M/s. ALP & Associates, Chartered Accountants. The Committee also reviews adequacy and effectiveness of internal controls based on such reports.

M/s. ALP & Associates, Chartered Accountants was re-appointed as Internal Auditor of the Company on May 24, 2026 by the Board on recommendation of the Audit Committee of the Company for the financial year 2026-27.

Boards Response on Auditors Qualification, Reservation or Adverse Remark or Disclaimer Made

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Practicing Company Secretary in their Secretarial Audit for FY 2025-26. During the year, there has been no instances of frauds reported by Auditors under section 143(12) of the Companies Act, 2013.

Significant and Material Orders Passed by the Courts/ Regulators

During the year under review, no significant and material order has been passed by any regulator or by any Court which has a material impact on the financial position of the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Pursuant to Section 134(3)(q) read with the Companies (Accounts) Rules, 2014, the Company has complied with the provisions relating to constitution of Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has a Prevention of Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of the Complaint during the financial year 2025-26:

Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

Compliance with Maternity Benefit Act, 1961

During the Financial Year 2025-26, the Company has complied with all the applicable provisions relating to the Maternity Benefit Act, 1961.

Conservation of Energy and Technology Absorption

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange Earning and Outgo

Foreign Exchange earnings and outgo during the year under review were Rs. 3.99 Lacs and Rs. 3.46 Lacs, respectively (Previous Year Rs. 15.74 Lacs and Rs. 0.97 Lacs, respectively).

Particulars of Employees

The ratio of the remuneration of each Director to the median employees remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure V.

None of the employees of the Company is in receipt of remuneration coming under purview of the said Section/Rule.

A Statement comprising of top 10 employees in terms of remuneration drawn is provided in Annexure VI. The said Annexure is not being sent along with this Annual Report to the Members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

Key Financial Ratio

Key Financial Ratios for the financial year ended March 31, 2026, are provided in the Management Discussion and Analysis Report.

Green Initiative

In line with the green initiatives permitted by the MCA and SEBI, electronic copies of the Annual Report for FY 2025-26 and the Notice of the ensuing 37th AGM are being sent to all shareholders whose email addresses are registered with their Depository Participants or the Companys RTA.

Shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered/ updated with Companys Registrar and Share Transfer Agent. A letter providing the web-link, including the exact path, where complete details of the Annual Report 2025-26 is available will be sent to those shareholder(s) who have not so registered their email address.

Other Disclosures

1. The Company has not entered into any one time settlement proposal with any Bank or financial institution during the year under report.

2. As per available information, no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor any proceedings thereunder is pending as on March 31, 2026.

Appreciation

The Board take this opportunity to express its sincere gratitude to the clients, valued shareholders, financial institutions, stock exchanges, SEBI, National Securities Depository Limited, Central Depository Services (India) Limited, and other governmental and regulatory authorities for their continuous guidance, support, and cooperation.

The Board also places on record its deep appreciation for the hard work, unwavering commitment, and resilience shown by the entire SFSL family, including the employees and authorized personnel. It is their dedication and teamwork across all operational levels that continue to sustain the Companys performance and drive growth, even in a dynamic and challenging business environment.

	On Behalf of the Board
	Vijay Maheshwari
Place: Kolkata	Chairman
Date: May 24, 2026	DIN : 00216687