Maha Rashtra Apex Corporation Ltd Directors Report

To The Members,

Your Directors have pleasure in presenting their Fortieth Report together with the Audited Financial Statement of Accounts for the year ended on March 31, 2025.

1. FINANCIAL RESULTS

The Companys financial performance for the financial year ended March 31, 2025, is summarized below: Rs. In Lakhs

	Year ended March 31, 2025	Year ended March 31, 2024
INCOME
Revenue from operations	-	-
Other Income	3.63	4.40
Total Income	3.63	4.40
EXPENDITURE
Employee Benefit expenses	528.81	555.37
Depreciation and amortization expenses	17.21	16.88
Financial Cost	1,097.82	864.41
Other Expenses	288.50	353.06
Total Expenses	1,932.34	1,789.72
PROFIT/(LOSS) BEFORE TAX	(1,928.71)	(1,785.32)
PROVISION FOR TAX	0.00	0.00
NET PROFIT /(LOSS)
FOR THE YEAR	(1,928.71)	(1,785.32)
PROFIT AND LOSS ACCOUNT, beginning of the year	(14,729.05)	(12,943.73)
PROFIT AND LOSS ACCOUNT, end of the year	(16,657.76)	(14,729.05)

2. PERFROMANCE & OPERATIONS:

Gross Revenue from operations during the year under review was Rs. Nil. The net loss of the Company for the fiscal year 2024 - 2025 is Rs. 1,928.71 Lakhs. There is no production of LED TVs since April 2015 (Except in the month of August 2015) and of Air conditioners since June 2015 in the absence of any orders. Further there was no change in the nature of business.

3. MANAGEMENT DISCUSSION ANALYSIS:

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors Report and form part of this Annual Report.

4. INDUSTRIAL RELATIONS:

Industrial Relations have been and continue to be harmonious and cordial.

5. AUDITORS: i) Statutory Auditors:

In accordance with the provisions of section 139 of Companies, Act, 2013, M/s G.D Apte & Co, Chartered Accountants (ICAI

Registration No. 100 515W) were appointed as statutory Auditors of Company for a period of 5 years commencing from the conclusion of 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting of the Company. The Company has received confirmation from Auditors that they are eligible to continue as the statutory auditors of the Company.

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or Board under section 143 (12) of Act. The report given by M/s G.D Apte & Co, Chartered Accountants Chartered Accountants on financial statement for the year ended March 31, 2025 is part of the Annual Report. ii) Cost Auditors:

The Board would like to submit that based on the criteria provided by the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost Audit. During the current period as the Company still continues to be out of the purview of turnover criteria provided under the Companies (Cost Records and Audit) Rules, 2014, the Company has not appointed Cost Auditor for financial year 2025-26.

The Company has communicated its intention to discontinue cost audit to the Ministry of Corporate affairs from time to time during the last three years. However, the Company has not received any response. iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 the Board of Directors of the Company appointed M/s. SVD & Associates, Practicing Company Secretaries (Firm Unique Code: P2013MH031900) as the ‘Secretarial Auditors of the Company for five consecutive years commencing from FY 2025-2026 to FY 2029-2030 based on the recommendation of Audit Committee of Directors and subject to the approval of the Members at the ensuing AGM of the Company. They have confirmed that their appointment complies with the eligibility criteria in terms of Listing Regulations. The resolution seeking Members approval for their appointment forms part of the Notice. The Secretarial Audit Report given by M/s. SVD & Associates, Practicing Company Secretaries for the financial year 2024-2025 is annexed as Annexure - B. As per regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. SVD & Associates, Practicing Company Secretaries with the BSE Limited where shares of the Company are listed. It is also available on the website of the Company www.sharpindialimited.com.

6. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2024, filed Companies, is available on the website of the Company www. sharpindialimited.com. The Company shall upload the annual return for FY 2024-25 on the website of the Company once the same is filed with Registrar of Companies

7. CORPORATE GOVERNANCE:

The Company is committed to achieving and adhering to the highest standards of corporate governance and it constantly benchmark itself with best practices in this regard. A report under regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 on corporate governance for financial year 2024-25 along with a certificate issued by the Company Secretary in whole time practice confirming compliance with the mandatory requirements as stipulated in chapter IV of the listing regulations, forms part of this report.

8. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, five Board Meetings were held May 29, 2024, August 13, 2024, October 29, 2024, December 13, 2024 and February 11, 2025. The time gap between two consecutive meetings did not exceed one hundred and twenty days. The details of which are given in the Corporate Governance Report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3) (c) and 134 (5) of the Companies Act, 2013, in respect of Directors Responsibility Statement, it is hereby confirmed that: a) In the preparation of the annual accounts for the financial year ended on 31st March 2025, the applicable accounting standards have been followed and that there are no material departures; b) 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 at the end of the financial year and of the loss of the Company for that period; c) the Directors have taken proper and 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; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015. In the opinion of the Board, there has been no change in the circumstances which may affect Directors of the Company and the Board is satisfied integrity, expertise, and experience of all Independent Directors on the Board.

11. COMPANYS POLICY ON DIRECTORS APPOINTMENT, AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as ‘Annexure - A to this Report. The said policy is also available on the website of the Company and the link of the same is ; https://www.sharpindialimited.com/media/original/ Nomination-and-Remuneration-Policy.pdf

& Criteria for Determining Qualifications,

Independence of Director (Evaluation Criteria): i. Qualifications of Director:

A director shall possess appropriate skills, experience and knowledge in one or more fields of engineering, finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the Companys business. ii. Positive attributes of Directors:

A director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and fide constructively; exercise his responsibilities in a bona-manner in the interest of the Company; devote time and attention to his professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices. iii. Independence of Independent Directors:

An Independent director should meet the requirements of the Companies Act, 2013 and SEBI Listing Regulations 2015 concerning independence of directors.

12. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE (1) BY THE STATUTORY AUDITORS IN THEIR REPORT AND (2) BY THE COMPANY SECRETARIES IN PRACTICE IN THEIR SECRETARIAL AUDIT REPORT: care for the

(1) Statutory Auditors qualification/comments on Companys financial statement.

We draw your attention to Note No. 33 to the financial statements which states that the Company has ceased production and revenue operations from the financial year ended March 31, 2016 and incurred net loss of Rs. 1,928.71 Lakhs for the year ended March 31, 2025 and accumulated losses aggregate to Rs. 16,657.76 Lakhs as of March 31, 2025. There is no production of LED

TVs from April, 2015 and of Air Conditioners since June, 2015 onwards in the absence of any orders. However, the management considers the going concern assumption as appropriate in view of continued financial and operational support from the holding company.

Significant time has elapsed after cessation of the production activity and in the absence of Board approved business plan and scheme of revival, the impact on the financial statements which have been prepared by the management under the going concern assumption, cannot be ascertained.

Management response to statutory Auditors qualification comment on the Companys financial statement.

During the quarter and year ended on March 31, 2025, the their status as Independent Company incurred a loss of Rs. 457.13 Lakhs and Rs. 1,928.71 of the Lakhs respectively. The accumulated losses of the Company as at March 31, 2025, are Rs. 16,657.76 Lakhs. There is no production of LED TVs from April, 2015 and of Air Conditioners since June, 2015 onwards in the absence of any orders.

However, the Company continues to receive financial and operational support from Sharp Corporation, Japan, the majority shareholder and holding company and as at March 31, 2025, the Company has received a support letter from Sharp Corporation, Japan for financial and operational support Based on this continued support from the holding company, the management is of the opinion that the Company will be able to continue as a going concern. Nevertheless, the recognition and measurement of assets has been considered at cost in case of Freehold Land and that in case of other assets, at lower of their carrying value or net realizable value. Therefore, in the opinion of the management, no further adjustments would be required if going concern assumption is not considered as appropriate.

(2) OBSERVATIONS / COMMENTS IN SECRETARIAL AUDIT REPORT.

The suspension of trading in securities of the Company for non-compliances of Regulation 33 of SEBI (LODR) for FY 2023-24 and trading in the shares was allowed on Trade for Trade basis in Z group only on the first trading day of every week for six months w.e.f. December 18, 2023. The trading in securities was fully suspended w.e.f. July 9, 2024. After submission of requisite documents and payment of necessary fees and fine to BSE Limited, suspension was revoked and trading in shares of Company resumed w.e.f. February 05, 2025.

Management response to Secretarial Auditors observations / comments.

The observations made by the Secretarial Auditor are self-explanatory and do not call for any further clarification from the Management. The Company has paid the necessary fine and fees. Further on submission of requisite documents the suspension of share trading was revoked and share trading resumed w.e.f February 5 2025.

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

The Company has not given any loans, guarantees or has not made any investments during the financial year 2024-2025 under review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has obtained prior approval of the Audit Committee for all the related party transactions entered into by the Company for the financial year ended on 31 st March 2025. A statement giving details of all related party transactions entered pursuant to the approval so granted is placed before the Audit Committee for their review on a quarterly basis. The policy on related party transactions as approved by the Board of Directors has been displayed on the website of the Company https://www. sharpindialimited.com.

Pursuant to Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties are provided in Form AOC-2 which is annexed as Annexure "C" to this report. Related Party disclosures as per Ind AS 24 have been provided in Note 29 to the financial statements.

15. THE STATE OF THE AFFAIRS OF THE COMPANY:

State of Companys affairs has been covered as a part of this report under the financial results & Management Discussion and Analysis (MD&A).

16. THE AMOUNT, IF ANY, WHICH, IT PROPOSES TO CARRY TO ANY RESERVES: Nil 17. THE AMOUNT, IF ANY, WHICH IT RECEOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND: Nil.

18. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on 31st March, 2025 to which the and the date of this report. financial

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO etc.:

Conservation of Energy & Technology Absorption etc:

The Company is conscious about its responsibility towards environment protection and it lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines.

Expenditure on Research & Development

	Amount Rs. Lakhs
Capital	0
Recurring	0
Total	0
Total R&D Expenditure as a percentage of total sales turnover	-

Foreign Exchange Earnings and Out go:

	Amount Rs. Lakhs
Foreign Exchange outgo	6.12
Foreign Exchange earning	0

20. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy pursuant to section 134 of the Companies Act, 2013. Your Company believes that managing and mitigating the risk maximizes the returns. Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks. The Company identifies all strategic, operational & financial risks by analyzing and assessing the operations of the Company.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY:

This policy is not applicable to the Company at present.

22. MANNER OF ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

As per the policy and criteria laid down by the Nomination & Remuneration Committee, provisions of the Companies Act 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the performance evaluation of the independent directors was carried out by the entire board, excluding the Director being evaluated and the performance of the non- independent directors was carried out by the independent directors who also reviewed the performance of the Board as a whole. The Boards functioning was evaluated on various aspects including structure of the Board, and qualifications, experience of the directors being evaluated. The evaluation of Committees was carried out by Board Members.

23. THE DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL: a) Appointment and resignation during the year

During the year Mr. Masao Terada has resigned as an Non-executive Director w.e.f October 31, 2024. Mr. Prashant Asher and Ms. Bhumika Bhatra has retired as Independent Directors of Company w.e.f November 11, 2024 due to completion of their tenure. Further Mr. Makoto Izumi was appointed non- executive Director of Company w.e.f November 1, 2024 and has resigned on same day w.e.f November 1, 2024 due to his preoccupation. Mr. Nachiket Deo was appointed as Non- Executive Independent Director w.e.f 1st November 2024. Mrs. Archana Lakhe was appointed as Additional Non- Executive Independent Director w.e.f November 1, 2024 and Mr. Shoki Tano was appointed as Additional Non- Executive Director w.e.f 13^th December 2024. The shareholders approved their appointment as non- executive Independent Director and non- executive Director respectively by way of postal ballot on January 20, 2025.

Further, Mr. Srirang Mahabhagwat, Company Secretary of the Company had resigned w.e.f December 20, 2024 and Mr. Chandranil Belvalkar was appointed as Company Secretary of the Company w.e.f December 20, 2024. b) Director proposed to be re-appointed at the ensuing Annual General Meeting

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Naoki Hatayama non-executive Director retire by rotation as Director of the Company and being eligible he has offered himself for re-appointment at the ensuing AGM.

Mr. Abhijeet Bhagwat was appointed as an independent director vide postal ballot resolution passed on December 31, 2020 for a period of five years w.e.f October 02, 2020 to October Further Based on the recommendation of the Nomination and Remuneration Committee, his re-appointment for a second term of five years is proposed at the ensuing AGM for the approval of the Members by way of special resolution. The resolution seeking his appointment forms part of the notice.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declaration that they meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirmed ("SEBIListingRegulations").Hehasfurther of Code of Conduct for Directors and Senior management person and Schedule IV of the Act. There has been no change in the independent director of circumstances affecting the Company. The brief details and justification for appointment of Mr. Abhijeet Bhagwat is given in the Notice of the Annual General Meeting.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board/Committee of the Company. The Criteria for selection/ appointment of Independent Directors and Non-Executive Non-Independent Directors include skills, expertise, qualifications, experience and leadership, managerial experience, diversity, risk management and corporate governance. In the opinion of the board of directors above mentioned Directors possess such skills.

24. THE NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no companies which have become/ceased to be subsidiaries, joint ventures and associate companies during the year.

25. DEPOSITS:

The Company has not accepted any Deposits under Chapter V of the Companies Act, 2013 during the year under review.

26. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1 st October 2017. The Company is in compliance with the revised secretarial standards.

27. SIGNIFICANT AND MATERIAL ORDERS:

During the period no significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

28. REPORTING OF FRAUDS BY AUDITORS

During the reporting year, neither the statutory auditors nor the secretarial auditor has 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, the details of which would need to be mentioned in the Boards report.

29. INTERNAL FINANCIAL CONTROLS:

Company has appropriate and adequate internal financial control systems in place considering the nature and size of the business. These are regularly tested by Internal and statutory Auditors of the Company. The Internal Audit observations & the corrective/ follow-up actions are reported to the Audit Committee. The controls were tested and no reportable material weaknesses. The qualification given by the auditors is a case of judgement 01, 2025. and in our opinion does not affect the internal financialcontrols system put in place by the Company. Further it does not have any material impact on the financials of the Company.

30. INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE NO. 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The relevant information required to be given under section 197(12) of the Companies Act, 2013 and Rule no. 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed at Annexure - D to this Report.

31. COMPOSITION OF THE COMMITTEES

Composition of the Audit and other committees and other relevant information has been given in the section ‘Corporate Governance.

32. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal vigil mechanism to the directors and employees to report concerns about unethical behavior, actual or suspected fraud. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee to report the concerns. During the year under review your Company has not received any complaints, under the said mechanism. This policy has been posted on the website of the Company- www. sharpindialimited.com.

33. FAMILIARIAZATION PROGRAM OF INDEPENDENT DIRECTORS:

Familiarization programs are conducted for the independent directors of the Company to make them familiar with the Companys policies, operations, business models etc. and the details about the same are available on the website of the Company www.sharpindialimited.com.

34. POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance with the requirements under the Maternity Benefit Act, 1961. Further Company has zero tolerance for sexual harassment at the workplace and in terms of the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy to prevent sexual harassment of women at the workplace. The policy aims to provide protection to the women employees at the workplace and prevent and redress the complaints of sexual harassment at the workplace. Internal complaint committee has been setup for redressal of complaints received regarding sexual harassment. All employees are covered under the policy. Disclosure of cases/status during the year under review Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. a. Number of complaints of sexual harassment received in the year: Nil b. Number of complaints disposed of during the year : Nil c. Number of cases pending for more than Ninety days: Nil.

35. ACKNOWLEDGEMENTS:

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the cooperation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the Companys employees.

For and on behalf of the Board of Directors

Makarand Date	Abhijeet Bhagwat
Managing Director	Director
DIN: 08363458	DIN: 01981922

 

Date: : August, 08, 2025	Date: August 08, 2025
Place: Pune	Place: Pune