Sharda Motor Industries Ltd Directors Report

Dear Members

Your directors have pleasure in presenting the 40th Board Report on the business and operations of the Company together with the financial statements for the financial year ended on March 31, 2025.

FINANCIAL SUMMARY

Rs. In Lakhs

Particular	Standalone		Consolidated
	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from operations	283657.09	280926.24	283657.09	2,80,926.24
Other Income	8328.09	8785.41	8328.09	8785.41
Total Revenue	291985.18	289711.65	291985.18	289711.65
Profit before Financial Charges,	47969.97	44928.85	47964.91	44928.85
Depreciation
Less: Financial Costs	393.33	220.76	393.33	220.76
Profit before Depreciation, Exceptional	47576.64	44708.09	47571.58	44708.09
Items & Taxes
A. Depreciation	5822.62	5255.66	5822.62	5255.66
B. Exceptional items	-	-	-	-
Taxation
– Current Tax	10182.33	9809.25	10182.33	9809.25
– Deferred Tax Charged/ (Released)	322.64	153.45	322.64	153.45
Profit for the year before share of profit/	31249.05	29489.73	31243.99	29489.73
(loss) of associates and joint venture
Share of profit/(loss) of associate (net of tax)	-	-	68.09	33.58
Share of profit/(loss) of Joint venture (net of tax)	-	-	179.53	435.78
Non-Controlling interest	-	-	0.32	-
Profit for the year	31249.05	29489.73	31491.93	29959.09
Other comprehensive income (net of tax)	(36.02)	(25.08)	(36.02)	(21.08)
Add: Profit brought forward from previous year	80891.69	56561.69	78968.36	54165
Profit available for appropriation	112104.72	86026.34	110424.27	84103.01
Appropriations
Dividend	2847.42	5134.65	2847.42	5134.65
Taxes & Transaction cost on buy back of equity shares	4306.49	-	4306.49	-
Transferred to General Reserves	-	-	-	-
Balance carried forward to Balance Sheet	104950.81	80891.69	103270.36	78968.36
Paid-up equity share capital (Face value of Rs. 2/- each)	574.08	594.63	574.08	594.63

Operational Performance

Performance

During the year under review, the total revenue (standalone and consolidated) including other income, stands at Rs. 2,91,985.18 Lakhs as against Rs. 2,89,711.65 Lakhs of the previous year. The standalone profit before tax for the financial year 2024-25 has increased by approximately 5.83% and stood at Rs. 41,754.02 Lakhs as against Rs. 39,452.43 Lakhs of the previous year. The consolidated profit before tax for the financial year 2024-25 has increased by approximately 5.20% and stood at Rs. 41,996.58 Lakhs as against Rs. 39,921.79 Lakhs of the previous year. The standalone and consolidated net profit after taxes of the Company has increased by approximately 5.97% and 5.11%, respectively, on a year on year basis.

Dividend and Dividend Distribution Policy

The Board of Directors of the company at its meeting held on May 24, 2025, has recommended the final dividend of Rs. 32.50/- per equity share of face value of Rs. 2 each, i.e., 1625 percent on the paid-up share capital, for the financial year 2024-25, subject to the approval of the shareholders at the ensuing 40th Annual General Meeting of the company.

The company has complied with the Dividend Distribution Policy of the company, a copy of which is available on the website of the company at: https://www.shardamotor.com/wp-content/uploads/2021/07/DIVIDEND-DISTRIBUTION-POLICY.pdf.

The said Policy shall provide shareholders a clear understanding of the companys dividend framework, outlining the following key parameters: • the circumstances under which the shareholders of the listed entities should or should not expect dividends; • the financial parameters that shall be considered while declaring a dividend; • internal and external factors that shall be considered for declaration of dividend; • policy as to how the retained earnings shall be utilised.

Reserves

During the year under review, the company has created the Capital Redemption Reserve by transferring Rs. 20.55 Lakhs pursuant to the extinguishment of 10,27,777 equity shares of the company of face value of Rs. 2 each on June 28, 2024. The shares were bought back by the company under the SMIL Buy Back – 2024 Scheme.

Except as stated above, the company has not transferred any amount to the reserves.

Change in the Nature of Business

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

Share Capital

During the year under review, pursuant to the approval of the shareholders, the company has bought back its 10,27,777 fully paid-up equity shares each having a face value of INR 2/- representing 3.46% of the total equity shares of the company, at a price of INR 1800/- per equity share payable in cash for an aggregate consideration of INR 18499.98 Lakhs ("Buyback Size") through the tender offer route of the Stock Exchanges.

Consequently, the issued, subscribed and paid-up share capital of the company reduced to Rs. 5,74,07,706 comprising of 2,87,03,853 equity shares of INR 2/- each as on June 28, 2024 pursuant to the extinguishment of shares bought back by the company.

A_er the closure of the financial year, the company has issued and allotted 2,87,03,853 bonus equity shares of Rs. 2 each in the ratio of 1:1. The said shares rank pari passu in all respects with the existing fully paid-up equity shares of the Company. Post bonus issue, the issued and paid-up equity share capital of the Company has increased to Rs.11,48,15,412 divided into 5,74,07,706 equity shares of Rs. 2 each.

Further, pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations"), SEBI Notification no. SEBI/ LAD-NRO/GN/2022/66 dated January 24, 2022 and related circulars thereunder, during the year under review, there were no securities that were required to be transferred into demat suspense account or unclaimed suspense account and disclosure is not applicable for the period ended March 31, 2025.

Subsidiaries, Joint Arrangements and Associate Companies

During the year under review, no company has become or ceased to be a subsidiary, joint venture or associate Company. The details of Subsidiaries, Joint Ventures and Associate Companies as on March 31, 2025, are as under:

Subsidiary Companies

Uddipt Mobility Private Limited

Associate/Joint Venture Companies

Relan Industries Finance Limited Exhaust Technology Private Limited

Financial performance, percentage of Holding and other financial parameters for the financial year 2024-25 of the Subsidiaries, Associates and Joint Venture Companies are disclosed in the financial statements, which form part of this annual report. A statement in form AOC-1, containing the salient features of the financial statements of the subsidiaries, joint ventures and associate companies, is provided as Annexure I.

Directors and Key Managerial Personnel

The existing composition of the Board is fully in conformity with the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") including any statutory modification(s) /amendment(s) thereof for the time being in force. Further, all the directors of the company have given the declaration that they are not debarred from being appointed / re-appointed or continuing as director of the Company by virtue of any order passed by the SEBI, the Ministry of Corporate Affairs or any such statutory authority.

The company has received the declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act read with the schedules and rules made thereunder along with the declaration for compliance with Regulation 16 of the Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience in their respective fields and are persons of high integrity and repute. They fulfill the conditions specified in the Act and Listing Regulations to act as Independent Directors.

The names of Independent Directors are included in Independent Directors data bank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time.

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

During the year under review, following changes have taken place in the Board of Directors and Key Managerial Personnel of the company;

1. Shri Kishan N Parikh and Shri Ashok Kumar Bhattacharya, Independent Directors of the company have completed their 2nd consecutive term on September 02, 2024 as Independent Directors of the company. The Board places on record its sincere appreciation for their contributions and extends gratitude to them for their invaluable guidance as Independent Directors on the Board.

2. The members of the Company at its 39th AGM held on September 26, 2024 had approved: -

Retirement of Smt. Sharda Relan (DIN: 00202181), Non-Executive Director of the company, who was liable to retire by rotation at the 39th Annual General Meeting and had not offered herself for reappointment. The Board places on record its appreciation towards the valuable guidance provided by Smt. Sharda Relan during her tenure as director of the company.

Appointment of Shri Kishan N. Parikh (DIN: 00453209) as Non-Executive Director of the company liable to retire by rotation.

Appointment of Shri Navin Paul (DIN 00424944) as Non-Executive-Independent Director of the company for a tenure of 5 years from August 02, 2024 to August 01, 2029 (both days inclusive).

Re-appointment of Shri Nitin Vishnoi (DIN: 08538925) as a Whole-time Director of the Company, liable to retire by rotation for a period of five years from September 03, 2024 to September 02, 2029.

3. Shri Puru Aggarwal ceased to be the Chief Financial O_icer of the Company, with effect from the close of business hours on March 31, 2025, due to attaining the age of superannuation.

A_er the closure of the financial year 2024-25, the following are the changes in the Board of Directors and Key Managerial Personnel:

1. Shri Ghan Shyam Dass has been appointed as Chief Financial O_icer of the company with effect from April 01, 2025 on the recommendation of the Nomination and Remuneration and Audit committees.

2. Smt. Sarita Dhuper (DIN: 08776286) has been re-appointed as Independent Director of the Company for a second term of five (5) consecutive years commencing from June 29, 2025 to June 28, 2030 (both days inclusive). The same was approved by the members of the company through Postal Ballot on June 25, 2025.

Pursuant to section 152 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on August 08, 2025 has considered and recommended the re-appointment of Shri Nitin Vishnoi (DIN: 08538925), who retires by rotation at ensuing Annual General Meeting and being eligible has offered himself for re-appointment, to the members of the company for re-appointment as a Director liable to retire by rotation.

A brief profile of Shri Nitin Vishnoi seeking re-appointment at the ensuing Annual General Meeting (40th AGM) of the company has been provided in the explanatory statement of the Notice of this AGM. In compliance with the provisions of the Companies Act, 2013, Listing Regulations and other applicable provisions, if any, the required consent / declarations showing the willingness and confirming that he is eligible and not disqualified from being re-appointed as a director was duly received from him.

Committees of Board

The Board of Directors of the Company has constituted the following Committees to focus on specific areas and take informed decisions in the best interests of the Company within the authority delegated to each of the Committees: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders Relationship Committee (d) Corporate Social Responsibility Committee (e) Risk Management Committee

The details of the composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members during the financial year 2024-25 are disclosed in the Corporate Governance Report annexed as "Annexure VIII".

All the recommendations made by the Committees during the year were accepted by the Board of Directors.

Board-Level Performance Evaluation

The evaluation of the Board/Committees and directors was carried out in accordance with the provisions of the Act and Listing Regulations and the guidance note issued by SEBI in this regard. A suggestive evaluation questionnaire for the performance evaluation, based on the approved criteria, was provided to all the directors for their feedback on the performance of the Board, its Committees, the Chairperson and the Directors.

A separate meeting of independent directors was held on March 26, 2025, where they reviewed and discussed the feedback on the functioning of the Board, its Committees, the chairperson and other directors including executive directors.

Based on the above criteria, the Nomination and Remuneration Committee of the Board at its meeting held on 24th May, 2025, has also carried out the performance evaluation of the functions of the Board, its committees, individual directors and chairperson. The Board at its meeting held on May 24, 2025, reviewed and discussed the feedback of the evaluations and found that the overall performance of individual directors, the chairperson, the Board as a whole and its committees was satisfactory.

Nomination, Remuneration & Evaluation Policy

Pursuant to Section 134(3) read with Section 178 of the Act, the nomination remuneration and evaluation policy of the company lays down the criteria for determining qualifications, competencies and positive attributes for the employees of the company. It also lays down the criteria of independence for the appointment of directors and policy of the company relating to remuneration of directors, Key Managerial Personnel ("KMP") and other employees. The said policy is available on the website of the company at https://www.shardamotor.com/wp-content/uploads/2018/08/NRC-policy.pdf

Auditors and Audit Report

Statutory Auditors & Auditors Reports

M/s. S. R. Dinodia & Co., LLP, Chartered Accountants (Firm Registration No. 001478N/N500005) were appointed by the Members as Statutory Auditors of the Company pursuant to the provisions of Section 139 and other applicable provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, for a term of 5 (five) consecutive years, from the conclusion of the 37th Annual General Meeting of the Company held on September 20, 2022, till the conclusion of the 42nd Annual General Meeting of the Company to be held in the year 2027.

The Auditors Reports (Standalone & Consolidated) to the Shareholders do not contain any qualification, reservation adverse remarks or disclaimer. The notes to the financial statements referred to in the Auditors Report are self-explanatory and do not require any further clarifications.

The Statutory Auditors of the company have not reported any matter in section 143(12) of the Act.

Secretarial Auditors & Auditors Reports

M/s. VKC & Associates, Company Secretaries in practice, bearing CP. No. 4548, were appointed as Secretarial Auditors of the Company pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification.

Further, the Securities and Exchange Board of India (SEBI) had amended Regulation 24A of the Listing Regulations on December 12, 2024. The said amended Regulations provide specific guidelines for appointing and reappointing Secretarial Auditors w.e.f. April 01, 2025. As per the amendment, a listed entity shall appoint or re-appoint an individual as Secretarial Auditor for not more than one term of five consecutive years or a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in its Annual General Meeting.

Accordingly, based on the recommendations of the Audit Committee, the Board of Directors at its meeting held on August 08, 2025, recommended to the shareholders, the appointment of M/s. VKC & Associates, Company Secretaries (Unique code P2018DEO77000), as Secretarial Auditors of the Company for a period of 5 consecutive years from FY 2025-26 to FY 2029-30 pursuant to the provisions of Section 204 of the Companies Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and Regulation 24A of SEBI (LODR) Regulations, 2015.

M/s. VKC & Associates, Company Secretaries, have given their consent to act as Secretarial Auditor of the Company and also provided an eligibility certificate to the effect that they are eligible and not disqualified to be appointed as a secretarial auditor in terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.

Cost Auditors & Cost Audit Report

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, and based on the recommendations of the audit committee, the Board of Directors of the company has appointed M/s. Gurdeep Singh & Associates (holding M. No. 9967) as Cost Auditors of the company for conducting the cost audit for the financial year 2024-25, considering that the remuneration has also been approved by the members at the 39th Annual General Meeting.

The company has also received a letter from the Cost Auditors of the Company to the effect that their appointment is within the limits prescribed as per the Companies Act, 2013 and they are not disqualified from being appointed as Cost Auditors of the company.

Further, the Board of Directors of the company at its meeting held on August 08, 2025 has considered and approved the appointment of M/s Gurdeep Singh & Associates (holding M. No. 9967) as Cost Auditors of the company for conducting the cost audit for the financial year 2025-26 subject to the ratification of remuneration by the members that is being placed before the ensuing 40th Annual General Meeting.

The cost accounts and records of the Company are duly prepared and maintained as required u/s 148 of the Companies Act, 2013.

Employees Stock Option Scheme

Pursuant to the approval of Members through postal ballot on July 08, 2022, the Company adopted the "Sharda Motor Industries Limited stock option scheme 2022" {ESOP Scheme}, in order to retain and incentivize key talent for driving long-term objectives of the Company whilst simultaneously fostering ownership behaviour and collaboration amongst employees. The brief outlines of the Scheme are as follows:

1. Persons eligible for the Scheme: Employees of the company working in India or Outside India and their tenure, performance and contribution to the growth of the company.

2. Total number of shares reserved under the scheme and under grant: The Nomination and Remuneration Committee may from time to time grant options to one or more employee(s), which may include recurring options to the same employee. The aggregate number of shares underlying an option that may be granted under the plan shall be decided by the Nomination and Remuneration Committees and shall not exceed 3,00,000 equity shares of face value of Rs. 2, each fully paid up, of the company.

3. Pricing: The exercise price per option shall be equal to the market price of the shares on the Grant Date or at such discount to the market price as may be determined by the Nomination and Remuneration Committee subject to applicable laws.

4. Vesting Period under Scheme: Options granted under ESOP 2022 would vest after expiry of a minimum of 1 (One) year but not later than a maximum of 6 (Six) years from the Grant Date of such options. The minimum Vesting Period of one year shall not apply to cases of separation from employment due to death or permanent disability.

5. The Exercise Period: Vested Options shall be a maximum of 5 (Five) years from the date of vesting of such options. From the date of approval of "Sharda Motor Industries Limited Stock Option Scheme 2022", till the end of financial year 2024-25, "No option" was granted therefore disclosure required under the Rule of the Companies (Share Capital and Debentures) Rule 2014 is not applicable.

In terms of Regulation 13 of SEBI (ESOP Regulations), 2021, the Certificate from VKC & Associates, Company Secretaries, shall be made available for members at the forthcoming AGM .

Application / Any Proceeding under the Insolvency and Bankruptcy Code, 2016

During the year under review, the company has not made any application, nor are there any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

Details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the banks or financial institutions along with the reasons thereof

Not Applicable

Corporate Social Responsibility

The Annual Report on CSR activities, as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure III to the Directors Report. A copy of the CSR Policy is available on the Companys website at https://www.shardamotor. com/wp-content/uploads/2016/07/Corporate-Social-Responsibility-Policy-1.pdf Sharda Motors CSR philosophy is deeply embedded in the belief that business success goes together with social responsibility. Their initiatives are strategically designed to create meaningful and lasting impact in key areas of education, healthcare, environmental conservation, and community development. CSR initiatives are majorly implemented through the "Sharda CSR Foundation Trust"- a dedicated CSR and philanthropic arm of the Sharda Motor Industries Limited—under its flagship projects: Sharda Unnati, operating in various parts of India. Our efforts focus on critical areas as mentioned hereinabove.

Sharda Unnati: Building Blocks for a Better Tomorrow

At the heart of Sharda Motors ongoing CSR efforts is their flagship program, Sharda Unnati. This comprehensive initiative embodies the companys vision to empower communities and stakeholders, with a primary focus on two critical pillars: Health and Education.

Through Sharda Unnati, the company has actively contributed to the development and well-being of people residing in the vicinity of its manufacturing plants. This localized approach ensures that the impact is direct and addresses the specific needs of the communities that host their operations. While specific projects under Sharda Unnati are dynamic and tailored to local requirements, they generally encompass:

Healthcare Initiatives: This includes supporting health check-up camps, providing medical assistance, and potentially contributing to local healthcare infrastructure, as seen with initiatives like "Sharda Medical Clinic" at Nashik, which is offering the various healthcare facilities, medical aids including ambulance services. The contribution for care and medication of Cancer patients was also supported by the company.

Educational Empowerment Initiatives: The Company is committed to fostering a brighter future through education. The efforts involve providing financial assistance and support to schools and institutions promoting education among underprivileged children, and contributing to infrastructure development in schools and colleges.

Nurturing Nature and Community Spirit

Beyond health and education, the Company also demonstrates a strong commitment to environmental stewardship and civic responsibility:

Plantation Drives-Support Mother Earth: Recognizing the critical importance of environmental conservation, the Company actively organizes and participates in plantation drives. These initiatives aim to increase awareness about the benefits of tree planting and contribute to a greener, healthier planet. The companys Plantation drive is a testament of its efforts in environmental support, it also includes pollution-related awareness and even the distribution of dustbins also supports our initiative of a litter free environment.

Blood Donation Drives: Exemplifying their dedication to community well-being, Sharda Motor regularly organizes blood donation drives. These initiatives play a vital role in addressing critical blood shortages and saving lives, showcasing the companys proactive approach to supporting public health.

In essence, Sharda Motor Industries Limited, through the Sharda CSR Foundation Trust and its impactful "Sharda Unnati" program, is not just manufacturing automotive components; its investing in the holistic development of communities. By prioritizing health, education, environmental sustainability, and direct community engagement, Sharda Motor is truly driving positive change and building a more sustainable and inclusive future for all.

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year March 31, 2025 is uploaded on the website of the company and the same is available on https://www.shardamotor.com/investor-relations/annual-report/

Particulars of Employees and Senior Management

The details in terms of sub-section 12 of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure-IV. The statement containing details of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure V.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith marked as Annexure VI to this Report.

Particulars of Loans, Guarantees or Investments

The particulars of Loans, guarantees, and investments under section 186 have been disclosed in the financial statements forming part of the Annual Report.

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Act, have been provided in Form AOC - 2 appended as Annexure-VII and forming part of this report.

The policy on materiality of and dealing with related party transactions is available on the companys website at https://www.shardamotor.com/wp-content/uploads/2016/07/RPT-Policy.pdf Further, the transactions entered with the persons belonging to the promoter and promoter group of the company and holding 10 percent or more shareholding in the company are provided in the Related Party Disclosures in the relevant section of the Notes to Financial Statements for the year ended March 31, 2025, forming part of the Annual Report.

Corporate Governance

We strive to attain high standards of corporate governance while dealing with all our stakeholders and have complied with all the mandatory requirements relating to Corporate Governance as stipulated in Para C of Schedule V of Listing Regulations. The "Report on Corporate Governance" forms an integral part of this report and is set out as a separate section to this annual report. A certificate from S.R. Dinodia & Co., LLP, certifying compliance with the conditions of corporate governance stipulated in Para E of Schedule V of Listing Regulations, is annexed with the report on corporate governance.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

Vigil Mechanism

The company has a vigil mechanism for all Stakeholders of the Company excluding the shareholders (who have a mechanism to report their concerns to the Company through the Investor Grievance mechanism as laid down under the Listing Regulations) to report their genuine concerns. The Vigil Mechanism / Whistle Blower Policy is available on the companys website at https://www.shardamotor.com/wp-content/uploads/2020/08/ Whistle-Blower-Policy.pdf.

Public Deposits

During the year under review, the company has not accepted any deposits from the public covered under chapter V of the Act and no amount was outstanding as on the date of the Balance Sheet.

Material Changes and Commitments, if any, affecting the Financial Position of the Company

There were no material changes and commitments subsequent to the close of the financial year that could affect the financial position of the company.

The Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals

During the year under review, no material orders were passed by the Regulators, Courts or Tribunals that would impact the going concern status of the company and its operations in the future.

Risk Management

The Board of Directors of the company has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management plan and to ensure its effectiveness. The company has framed a Risk Management Policy to identify the risks and place the procedures to mitigate the same. The Risk Management Committee of the Board periodically reviews the risks and suggests steps to be taken to control the risks. Details on the companys risk management framework, risk evaluation, risk identification, etc. are provided in the Management Discussion and Analysis Report forming part of this report. The details regarding the constitution of the Risk Management Committee are provided in the Corporate Governance Report and the Risk Management Policy is available on the companys website at https:// www.shardamotor.com/wp-content/uploads/2021/07/Risk-Management-Policy-1.pdf. The said policy shall provide the shareholders with the understanding of risk factors/parameters and its process of monitoring and mitigation.

Disclosure in terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The company is committed to provide an environment, which is free of discrimination, intimidation and abuse. The company believes that it is the responsibility of the organisation to protect the dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases. The company has put in place a ‘Policy on Redressal of Sexual Harassment at Work Place as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). As per the policy, employees may report their complaint to the Internal Complaints Committee (ICC) at all the units, constituted with due compliance under the POSH. During the year review, no complaint was received / filed by any person and no complaint is pending to be resolved as at the end of the year. The following is a summary of complaints received and resolved during the reporting period. a. Number of complaints of sexual harassment received in the year: NIL b. Number of complaints disposed off during the year: NIL c. Number of cases pending for more than ninety days: Not Applicable

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of Listing Regulations, the company has prepared Business Responsibility and Sustainability Report detailing the various initiatives taken by the company on the environment, social, governance and various other factors, which form an integral part of the Annual Report as Annexure IX.

Directors Responsibility Statement

In terms of Section 134(3)(c) and (5) of the Act, it is hereby stated that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed; b. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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, 2025 and of the profit and 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. The annual accounts have been prepared on a going concern basis; e. Internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively; f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Financial Control Systems and their Adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of the Annual Report.

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 during the year under review.

SEBI (Prevention of Insider Trading) Regulation, 2015

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (the ‘SEBI (PIT) Regulations) on prevention of insider trading, your Company has "SMIL Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders" including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information for regulating, monitoring and reporting of trading by Designated Persons and their immediate relatives.

The said Code lays down guidelines, which guide Designated Persons on the procedures to be followed in dealing with the shares of the Company. The said code is available on the website of the Company at https:// www.shardamotor.com/wp-content/uploads/2020/02/insider-trading-code.pdf.

Further, your Company has put in place an adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, the Company imparted training to all Designated Persons. The email and text messages for closure of the trading window and submission of periodic disclosures are also sent. The Company has also maintained the Structure Digital Database (SDD) of persons with whom the UPSI was shared in compliance with SEBI (PIT) Regulations.

Maternity Benefits provided by the Company under the Maternity Benefit Act, 1961

"Sharda Motor Industries Limited hereby a_irms that it is in full and continued compliance with the provisions of the Maternity Benefit Act, 1961, and all amendments thereto, as applicable.

The Company ensures that all eligible women employees are granted the statutory rights and benefits as contemplated under the Act, which include, but are not limited to:

• Paid maternity leave as per the prescribed duration, – Continuity of employment and wages during the period of such leave, – Protection from dismissal or discharge during maternity leave, except on grounds expressly permitted under the Act,

• Provision of nursing breaks and post-maternity support, including flexible working hours and work-from-home arrangements, subject to operational feasibility.

The Company remains committed to maintaining a safe, inclusive, and legally compliant workplace and undertakes all necessary measures to uphold the rights, dignity, and welfare of its female workforce in accordance with the applicable statutory framework."

Code of Conduct for Board and Senior Management Personnel

Pursuant to Regulation 17(5) of the Listing Regulations, the Company has implemented a Code of Conduct for Directors and Senior Management Personnel (SMPs). This code outlines the fundamental principles for ethical and transparent behaviour by the Directors and SMPs of the Company to further promote fairness and orderliness within the organisation. All Directors and SMPs have a_irmed their adherence to the code for the FY 2024-25 and a declaration by the MD & CEO to this effect forms part of Report on Corporate Governance annexed with the Boards Report. The Companys Code of Conduct for Directors and SMPs can be accessed on the website of the Company at https://www.shardamotor.com/wp-content/uploads/2018/08/code-of-conduct-for-board-members.pdf

Transfer of Amounts to Investor Education and Protection Fund

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended, mandates the companies to transfer the dividend that has remained unclaimed/not encashed for a period of seven years from the date of transfer to the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also mandate that the shares on which a dividend has not been claimed or encashed for seven consecutive years or more be transferred to the IEPF. Accordingly, during the financial year under review, the Company transferred unclaimed dividend amounting to Rs.6,04,237/- lying with the Company for a period of seven years pertaining to the financial year ended on March 31, 2017.

During the financial year under review, there were no shares which were required to be transferred to the Investor Education and Protection Fund (IEPF) by the Company, however after closure of the financial year, on July 07, 2025, 35500 bonus equity shares, issued in lieu of shares already lying with the IEPF authority, have been credited to the Investor Education & Protection Fund (IEPF) Authority.

The details of unpaid/unclaimed dividends are available on the website of the Company at https://www. shardamotor.com/

Website

As per provisions of the Regulation 46 of the Listing Regulations necessary information as required to be given to the shareholders/stakeholders, is available at https://www.shardamotor.com.Shareholders/ stakeholders are requested to refer to investor section.

Acknowledgments

Your company has been able to operate e_iciently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure e_icient utilisation of the companys resources for sustainable and profitable growth. The directors extend their deep appreciation to employees at all levels for their dedication, hard work, commitment and collective team work, which has enabled the company to remain at the forefront of the industry despite increased competition and challenges. Your directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from its Customers and also extend their appreciation to bankers, various departments of Central and State Government(s) and other stakeholders.

	On behalf of the Board of Directors
	For Sharda Motor Industries Limited
Date: August 8, 2025	Kishan N Parikh
Place: New Delhi	Chairperson
	(DIN:00453209)