Share India Securities Ltd Directors Report

Dear Members,

Share India Securities Limited

Unit no. 615 and 616, 6 th Floor, X-Change Plaza,

Dalal Street Commercial Co-operative Society Limited,

Road 5E, Block 53, Zone 5, Gift City,

Gandhinagar,

Gujarat - 382050

Your Directors have pleasure in presenting the 31 st Boards Report of the Company for the financial year ended March 31,2025, along with the Audited Standalone and Consolidated Financial Statements of the Company and Auditors Report thereon.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year under review along with previous years figures is given hereunder:

(Amount in Lakh except EPS)

Particulars	Standalone		Consolidated
	For the year ended March 31, 2025	For the year ended March 31,2024	For the year ended March 31,2025	For the year ended March 31,2024
Total Revenue	1,15,841.72	1,12,449.37	1,46,950.09	1,48,874.88
Total Expense (Excluding Interest and Depreciation)	75,644.34	64,558.64	93,166.24	82,601.47
Profit before Interest, Depreciation, Taxation and Exceptional Items	40,197.38	47,890.73	53,783.85	66,273.41
Interest	6,793.59	7,080.26	8,945.37	9,000.73
Depreciation	1,420.52	1,188.05	1,779.85	1,406.31
Profit before Taxation	31,983.27	39,622.43	43,058.63	55,866.37
(Less)/Add: Tax Expenses or credit	7,320.08	9,380.92	10,250.17	13,207
Add/Less: Exceptional Items	-	-	-	(83.49)
Profit for the year	24,663.19	30,241.51	32,808.46	42,575.88
Other Comprehensive Income	(793.98)	4,425.69	(720.96)	4,451.83
Total Comprehensive Income	23,869.21	34,667.21	32,087.50	47,027.71
Basic EPS (?)	11.73	18.06	15.58	25.41
Diluted EPS (?)	11.22	15.52	14.90	21.83
Opening Balance of Retained Earnings	78,542.33	49,240.01	1,05,316.59	64,397.04
Closing Balance of Retained Earnings	1,00,801.36	78,542.33	1,35,471.82	1,05,316.59

2. STATE OF COMPANYS AFFAIRS

The financial year under review presented a number of challenges, with several adverse factors impacting the Companys operations. However, through prudent management and robust risk mitigation strategies, the Company demonstrated resilience and remained steadfast in navigating these headwinds.

I n the financial year 2024-25, the Company recorded a 1.68% increase in revenue from operations compared to the previous year. Despite this growth, the Profit After Tax (PAT) declined by 18.44%, reflecting the pressures faced during the year.

A detailed analysis of the Companys performance, including key developments and strategic responses, is provided in the Management Discussion and Analysis (MDA) Report. This forms an integral part of the Annual Report, in compliance with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

The Company achieved the consolidated revenue from operations of ? 1,44,856.84 Lakh for the year ended March 31, 2025 reflecting a decrease of 2.31% as compared to ? 1,48,281.45 Lakh in the previous

year. The Company earned consolidated net profit of 32,808.46 Lakh in the year ended March 31, 2025 marking a decline of 22.94% as compared to 42,575.88 Lakh reported in the previous year.

4. CAPITAL STRUCTURE

The Board of Directors of your Company at its meeting held on May 09, 2024, approved sub-division of every 1 (One) equity share of 10/- (Rupees Ten Only) each into 5 (five) equity shares of face value of 2/- (Rupees Two Only) each and the same was subsequently approved by the shareholders at their Extraordinary General Meeting held on June 05, 2024.

The Board of Directors had fixed June 27, 2024, as the record date for the split of equity shares in the aforesaid manner.

Accordingly, the Authorized Share Capital of the Company stands at 50,00,00,000/- (Rupees Fifty Crore Only) divided into 25,00,00,000 equity shares of 2/- (Rupees Two Only) each.

Rights Issue of equity shares and detachable warrants

During the financial year 2022-23, the Board approved raising funds through a Rights Issue and formed a dedicated Rights Issue Committee to oversee the process. Subsequently, on March 24, 2023, the Committee approved the allotment of 6,38,131 fully paid equity shares at 700 each, including a premium of 690 per share. Alongside each share, 17 detachable warrants were issued?€”totaling 1,08,48,227 warrants?€” also priced at 700 each, with 175 payable on application and the balance upon conversion.

The warrants carried a tenure of 18 months from allotment, with a final conversion date of September 23, 2024. Warrants not exercised by this date were set to lapse and holders would forfeit the right to equity shares

Conversion of warrants into equity shares

During the financial year 2024-25, the Rights Issue Committee approved the allotment of fully paid-up equity shares as detailed below, pursuant to the conversion of detachable warrants, upon receipt of the conversion amount of 525/- (Rupees Five Hundred Twenty-Five only) per warrant, being the balance amount payable for such conversion:

- 10,51,032 fully paid-up equity shares were allotted at a face value of 10/- (Rupees Ten Only) each (before the sub-division of equity shares of the Company) and

- 2,08,14,585 fully paid-up equity shares were allotted at a face value of 2/- (Rupees Two Only) each (after the sub-division of equity shares of the Company),

During the warrant-to-equity conversion process, your Company successfully converted 1,08,37,144 warrants pursuant to the exercise of warrants out of a total of 1,08,48,227 warrants issued. As September 23, 2024, was the final date for exercising the warrants, a balance of 11,083 warrants remained unexcercised as on that date and the same were accordingly forfeited.

Statement of Deviation or Variation

During the financial year 2024-2025, the Company has received the funds of 2,73,73,23,225/- (Rupees Two Hundred and Seventy-Three Crore Seventy-Three Lakh Twenty-Three Thousand Two Hundred Twenty-Five only) in aggregate during the financial year towards warrants conversion amount. The said funds received towards warrants conversion amount have been utilized exclusively for the purpose(s) as specified in the Letter of Offer and there is no deviation or variation in the utilization of the said funds.

Employees Stock Option Scheme

The Company has in force the following Employee Stock Option Schemes, which were framed under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:

1. Share India Employees Stock Option Scheme, 2022

2. Share India Employees Stock Option Scheme - II

Share India Employees Stock Option Scheme, 2022

Pursuant to the approval of the Members on February 24, 2022 vide Postal Ballot, the Company adopted Share India Employees Stock Option Scheme, 2022 (Share India ESOS 2022) and implemented it to reward the eligible employees as selected by the Nomination and Remuneration Committee (also referred to as "NRC/Committee/Compensation Committee"), for their performance and to motivate them to contribute to the growth and profitability of the Company and also to retain them by way of issuing stock options. Share India ESOS 2022 was implemented for grant of, not exceeding, 6,00,000 options in aggregate, entitling the employees to get 1 (one) equity share of face value of 10/- (Rupees Ten Only) for each option by paying an exercise price of 10- (Rupees Ten Only) per option. Options granted under Share India ESOS 2022 would vest in the employees on such respective dates being the dates falling immediately after the expiry of one year from the date of acceptance of the options granted to the respective employees.

With effect from June 27, 2024, pursuant to the sub-division (split) of the Companys equity share from 1 (one) equity share of 10/- (Rupees Ten only) each into 5 (five) equity shares of 2/- (Rupees Two only) each,the number of options granted under the Share India ESOS 2022 got adjusted from 6,00,000 to 30,00,000. Consequently, each option now entitles the employees to receive 1 (one) equity share of face value of 2/- (Rupees Two Only) upon payment of an exercise price of 2/- (Rupees Two only) per option.

Share India Employees Stock Option Scheme - II

Pursuant to the approval of the members at their Annual General Meeting held on September 22, 2022, the Company adopted Share India Employees Stock Option Scheme - II (Share India ESOS II) and implemented it to reward the eligible employees as selected by the Nomination and Remuneration Committee (also referred to as "NRC/Compensation Committee/Committee")], for their performance and to motivate them to contribute to the growth and profitability of the Company and also to retain them by way of issuing stock options. Share India ESOS II was implemented for grant of, not exceeding, 1,00,000 options in aggregate, entitling the employees to get 1 (one) equity share of face value of 10/- (Rupees Ten Only) for each option by paying an exercise price, at par value or such higher price as determined by NRC, upon the vesting thereof. Options granted under Share India ESOS II would vest subject to the minimum vesting period of one year between grant of Options and vesting of Options. The maximum vesting period may extend up to five years from the date of grant of Options at the discretion of and in the manner prescribed by the Committee.

With effect from June 27, 2024, pursuant to the sub-division (split) of the Companys equity shares from 1 (one) equity share of 10/- (Rupees Ten only) each into 5 (five) equity shares of 2/- (Rupees Two only) each, the number of options granted under the Share India ESOS II got adjusted from 1,00,000 to 5,00,000. Consequently, each option now entitles the employees to receive 1 (one) equity share of face value of 2/- (Rupees Two Only) upon payment of an exercise price of 2/- (Rupees Two only) per option.

Further, based on the recommendation(s) of the Nomination & Remuneration Committee and the Board of Directors, the shareholders of the Company, at the 30 th Annual General Meeting held on September 25, 2024, approved an increase in the aggregate number of options that may be granted under the Scheme from 5,00,000 (Five Lakh) options to 10,00,000 (Ten Lakh) options. This approval resulted in the addition of 5,00,000 options to the existing permissible pool under the Scheme, thereby enabling the Nomination & Remuneration Committee to identify and grant options to a broader base of eligible employees.

During the year 2024-25, the Committee has:

a) allotted 1,37,060 fully paid-up equity shares of face value of 10/- (Rupees Ten Only) upon

exercise of 1,37,060 options under the Share India ESOS 2022; and

b) granted 1,20,933 options to the eligible employees of the Company under the Share India ESOS 2022.

Further, after the closure of financial year 2024-25 till the finalization of this Report, the Committee has:

a) allotted 6,04,665 fully paid-up equity shares of face value of 2/- (Rupees Two Only) each upon exercise of 6,04,665 options Share India ESOS 2022; and

b) allotted 1,250 fully paid-up equity shares of face value of 2/- (Rupees Two Only) each upon exercise of 1,250 options Share India ESOS II.

I n compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 a certificate from the Secretarial Auditors confirming implementation of the above Schemes have been obtained.

The statutory disclosures as mandated under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Companys website at .

Pursuant to the split/sub-division of the equity shares of the Company, allotments made under the Employees Stock Option Schemes and conversion of warrants into equity shares as mentioned above, the paid-up share capital of the Company as on March 31, 2025 was 43,64,39,230 (Rupees Forty-three crore sixty-four lakh thirty-nine thousand two hundred thirty rupees only) and 43,76,51,060 (Rupees Forty-three crore seventy-six lakh fifty-one thousand sixty rupees only) as on date of this Report.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Further, it has also not issued any Sweat Equity Shares.

5. NON-CONVERTIBLE DEBENTURES

The Board of Directors of your Company, at its meeting held on October 29, 2024, approved to raise up to 100,00,00,000/- (Rupees One hundred Crores Only) through the issuance of up to 10,000 secured, rated, listed, taxable, redeemable, fully paid-up Non-Convertible Debentures (NCDs) of 1,00,000 (One Lakh) each, including a Green Shoe Option of 5,000 NCDs of 1,00,000/- each (Rupees One Lakh Only) through Private Placement and authorised the Finance Committee of the Company to undertake all necessary actions and steps required for the successful issuance of the NCDs.

The Finance Committee of the Company, by passing a resolution at its meeting held on June 04, 2025, approved the issuance of up to 10,000 NCDs of 1,00,000/- each (Rupees One Lakh Only), aggregating to 100,00,00,000/- (Rupees One Hundred Crore Only) including a Green Shoe Option of up to 5,000 NCDs of 1,00,000/- each (Rupees One Lakh Only), aggregating to 50,00,00,000/- (Rupees Fifty Crore Only), to be issued in two series, i.e. Series A and Series B, each with an issue size of up to 5,000 NCDs of 1,00,000/- each (Rupees One Lakh Only), aggregating to 50,00,00,000/- (Rupees Fifty Crores Only) including a Green Shoe Option of up to 2,500 NCDs of 1,00,000/- each (Rupees One Lakh Only), aggregating to 25,00,00,000/- (Rupees Twenty-Five Crore Only).

Pursuant to the same, on June 23, 2025, in compliance with applicable regulations prescribed by Securities Exchange Board of India, applicable provisions of the Companies Act, 2013 and other applicable regulatory requirements, the Company successfully allotted the 5,000 NCDs under Series A and 4,990 NCDs under Series B ?€” and raised aggregate of 99,90,00,000/- (Rupees Ninety-nine crore ninety lakh rupees only).

The brief terms of issuance of the NCDs are as follows:

S.No.	Particulars	Details
1.	Type of securities issued	Secured, listed, rated, taxable, transferable, redeemable, fully paid- up Non-Convertible Debentures (\u201cNCDs/ Debentures\u201d).
2.	Type of issuance	Private Placement
3.	Total number of securities issued and the total amount raised	9,990 Debentures denominated in , having a face value of 1,00,000 (Rupees One Lakh) each aggregating up to 99,90,00,000/-(Rupees Ninty Nine Crores Ninety lakh Only)
4.	Number and tenure of series	Series A - 23 months 19 days from the Date of Allotment.
		Series B - 23 months 19 days from the Date of Allotment.
5.	Date of Allotment	June 23, 2025
6.	Coupon/interest	Series A - 10.70% per annum payable monthly
		Series B - 10.75% per annum payable quarterly
7.	Stock Exchange(s) where listed	Wholesale Debt Market (WDM) segment of the BSE Limited
8.	Name and address of the Debenture Trustee	Axis Trustee Services Limited, The Ruby, 2 nd Floor, SW 29, Senapati Marg, Dadar West, Mumbai - 400028 email id: debenturetrustee@ axistrustee.in Contact No. +91 022 6230 0451

The proceeds from the issuance of NCDs were utilised exclusively for the purpose(s) as specified in the Private Placement Offer Letter and there is no deviation or variation in the utilization of the said funds.

6. SHIFTING OF REGISTERED OFFICE

The Board of Directors of the Company at their meeting held on July 25, 2024, approved the shifting of registered office address of the Company from "1701-1703, 17 th Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355" to "Unit no. 615 and 616, 6 th Floor, X-Change Plaza, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhi Nagar, Gujarat-382355" with effect from August 01,2024.

Further, during the financial year, the Postal Department, Government of India, vide its circular/memo no. A2/17/Gift City/2023-24, changed the PIN code of Gift City - Gujarat from "382355" to "382050."

Accordingly, the registered office address of the Company is "Unit no. 615 and 616, 6 th Floor, X-Change Plaza, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhi Nagar, Gujarat-382050"

7. DIVIDEND

During the year under review, the Company has paid the following interim dividends:

1 st interim dividend: 0.40/- (Forty Paise Only) per equity share of face value of 2/- (Rupees Two Only) each;

2 nd interim dividend: 0.50/- (Fifty Paise Only) per equity share of face value of 2/- (Rupees Two Only) each; and

3 rd interim dividend: 0.20/- (Twenty Paise Only) per equity share of face value of 2/- (Rupees Two Only) each.

We are pleased to inform that the Board of Directors at its meeting held on May 23, 2025, recommended a final dividend of 0.25/- (Twenty-Five Paise Only) per equity share of face value of 2/- (Rupees Two Only) each for financial year 2024-25 to Members of the Company.

Pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the Company has formulated and adopted a Dividend Distribution Policy. The said policy is available on the website of the Company .

8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company was not required to transfer any amount/shares to the Investor Education and Protection Fund.

9. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Sections 73 and 76 of the Companies Act, 2013 (Act) read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2025. Therefore, the details in terms of Rule 8(5)(v) and 8(5) (vi) of the Companies (Accounts) Rules, 2014 are not required to be provided.

10. TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves for financial year 2024-25.

11. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Draft Annual Return of the Company for the financial year ended March 31, 2025 is available on the Companys website and can be accessed at .

12. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATES

The Company has following Subsidiaries as on March 31,2025:

Sl. No.	Name of the Company	Status
1.	Share India Capital Services	Wholly-owned
	Private Limited	Subsidiary
2.	Share India Securities (IFSC)	Wholly-owned
	Private Limited	Subsidiary
3.	Share India Fincap Private	Wholly-owned
	Limited	Subsidiary
4.	Total Securities (IFSC) Private Wholly-owned
	Limited	Subsidiary
5.	Share India AlgoPlus Private	Wholly-owned
	Limited	Subsidiary

6. Share India Smile Foundation Wholly-owned

Subsidiary

Sl. No.	Name of the Company	Status
7.	Share India Global Pte Ltd	Wholly-owned Subsidiary
8.	Share India Insurance Brokers Private Limited	Subsidiary
9.	uTrade Solutions Private Limited	Subsidiary
10.	Algowire Trading Technologies Private Limited	Subsidiary
11.	Silverleaf Securities Research Subsidiary Private Limited

Notes:

1. During the year under review, Silveriest Securities Research Private Limited, a subsidiary ot the Company has been incorporated with the Registrar ot Companies, Gujarat, on July 03, 2024.

2. Total Securities Overseas Limited, which was a wholly-owned Subsidiary ot the Company has been liquidated and currently the same is under the process ot winding up.

The policy for determining Material Subsidiaries as approved by the Board is uploaded on the Companys website and can be accessed at the web-link:

.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of our subsidiaries for the financial year ended March 31,2025, in the prescribed format AOC-1, is attached to the Consolidated Financial Statements of the Company (refer note no. 64 of Consolidated Financial Statements).

Highlights of the financial performance of our Subsidiaries & Wholly-owned Subsidiaries as on March 31, 2025 is annexed herewith as Annexure - 8 .

13. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the financial year 2024-25.

14. SCHEME OF AMALGAMATION OF SILVERLEAF CAPITAL SERVICES PRIVATE LIMITED WITH THE COMPANY

The Scheme of proposed Amalgamation of Silverleaf Capital Services Private Limited with the Company and their respective shareholders and creditors, was approved by the Board of Directors of both the said companies, at their respective meetings held on March 18, 2024. The scheme is subject to the necessary approvals from regulatory, statutory and other authorities, as may be required by the Honble NCLT or under applicable law.

Further, pursuant to the shareholders resolution dated June 5, 2024, the corporate action of sub- division of

Equity Shares was done effective on and from June 27, 2024, whereby every 1 equity share of 10/- (Rupees Ten each) of the Company got split into 5 equity shares of 2/- (Rupees Two each) of the Company. The Scheme was updated accordingly to give effect to the aforementioned corporate action by the Board of Directors of your Company at their meeting held on August 05, 2024.

Subsequently, the Company filed an updated application with the Stock Exchanges and received No-Objection Letters from BSE dated July 09, 2025 and from NSE dated July 11, 2025, for the aforesaid draft Scheme of Amalgamation under the applicable provisions of the Listing Regulations, read with the relevant SEBI Circulars.

In accordance with the applicable provisions, the Company is currently in the process of filing the first motion petition with the Honble NCLT to initiate with the next steps for the proposed Amalgamation.

15. DETAILS OF DIRECTORS OR KEY

MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

During the year under review:

1. Mr. Sanjib Singh ceased to be an Independent Director of the Company with effect from close of business hours of April 15, 2024, pursuant to completion of his tenure as an Independent Director of the Company.

2. Mr. Mohammad Rubaid Khan resigned as Independent Director of the Company with effect from close of business hours on April 24, 2024.

3. The Members of the Company via postal ballot dated May 23, 2024, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, regularized the appointment of Mr. Rajendran C. Veerappan (DIN: 00460061), Dr. Ananta Singh Raghuvanshi (DIN: 02128559) and Mr. Subhash Chander Kalia (DIN:00075644) as Independent Directors of the Company for a term of 5 consecutive years with effect from March 28, 2024. In terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors state that in the opinion of the Board, all the Directors whose appointments as Independent Directors of the Company have been approved by the Shareholders during the financial year 2023-24, are persons of integrity and possess relevant expertise and experience.

4. Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Rajesh Gupta (DIN: 00006056), Ms. Saroj Gupta (DIN: 00013839) and Mr. Suresh Kumar Arora (DIN: 00412523)

Directors of the Company, who retired by rotation were re-appointed by the shareholders of the Company at 30 th Annual General Meeting held on September 25, 2024.

Further, the Members of the Company at aforesaid Annual General Meeting re-appointed Mr. Kamlesh Vadilal Shah (DIN: 00378362) as the Managing Director and Mr. Vijay Girdharlal Vora (DIN: 00333495) as the Whole-time Director of the Company for a period of 5 (five) consecutive years on expiry of their present term of office, i.e., with effect from January 16, 2025.

I n accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sachin Gupta and Mr. Vijay Girdharlal Vora, Directors of the Company, are due to retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. The Board of Directors, based on the recommendation(s) of the Nomination and Remuneration Committee, has recommended their re-appointment.

In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings, brief resume and other information of all the Directors proposed to be re-appointed is provided in the Notice.

16. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted declarations stating that they continue to meet the criteria as set out for Independent Directors under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. Further, the Independent Directors have been exempted from/successfully qualified, the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

17. NOMINATION AND REMUNERATION POLICY

The Board has adopted a Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee in terms of the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto.

The objective of the Policy is to ensure that:

?€? The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel(s) and Senior Management Personnel(s) of the quality required to run the Company successfully;

?€? Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

?€? Remuneration to Directors, Key Managerial Personnel(s) and Senior Management Personnel(s) involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Further, the Board of Directors of the Company at its Meeting held on August 21, 2024, has amended the Nomination and Remuneration Policy thereby broadening the terms of reference of the Nomination and Remuneration Committee and incorporating the criteria for determining positive attributes of Directors and the provisions relating to the performance evaluation of the Directors, the Board and its Committees, in the said Policy (which were earlier covered under the Performance Evaluation Policy and later integrated with the Nomination and Remuneration Policy of the Company).

A copy of said policy is placed on the website of the Company at .

18. MEETING OF THE BOARD AND COMMITTEES

The Companys Board is constituted in compliance with the Act and Listing Regulations. The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has, inter alia, constituted requisite mandatory Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The constitution of these Committees are in compliance with the provisions of the Act and Listing Regulations.

The Board of Directors of the Company meets at regular intervals to discuss and decide on business policy and strategy apart from other business. The Board of Directors met seven times during financial year 2024-25.

The details of composition, terms of reference and meetings held and attended by the Director and the Committee members of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee are provided in the Corporate Governance Report, annexed as Annexure - 1 to this Report.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your Directors confirm that:

a) i n the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made 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 of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) t he Directors have prepared the annual accounts on a going - concern basis;

e) they have laid down Internal Financial Control followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and the systems were adequate and operating effectively.

20. STATUTORY AUDITOR & AUDITORS

REPORT

M/s. SVP & Associates, Chartered Accountants (Firm Registration No. 003838N), had completed their term as Statutory Auditors of the Company on conclusion of 30 th Annual General Meeting held on September 25, 2024.

M/s. MSKA & Associates, Chartered Accountants (Firm Registration no. 105047W), was appointed by the members of the Company as the Statutory Auditors of the Company for a term of 5 consecutive years, starting from the conclusion of 30 th Annual General Meeting till the conclusion of 35 th Annual General Meeting of the Company.

M/s. MSKA & Associates, Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call

for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

21. INTERNAL AUDITORS

The Board of Directors, at its meeting held on August 21, 2024, appointed M/s TKG & Associates as the Internal Auditors of the Company for the financial year 2024-25. Accordingly, M/s TKG & Associates have conducted the internal audit for the said financial year.

Further, the Board of Directors, at its meeting held on July 30, 2025, appointed M/s Anshul K Jain & Co. as the Internal Auditors of the Company for the financial year 2025-26.

22. SECRETARIAL AUDITOR & SECRETARIAL AUDITORS REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company had appointed M/s Abhishek Gupta & Associates, Company Secretaries, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2024-25.

The Secretarial Auditors Report for the financial year

2024- 25, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, do not call for any further explanation. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed to this Report as Annexure - 2A .

Pursuant to the requirements under Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has recommended the appointment of M/s Abhishek Gupta & Associates, Company Secretaries (Certificate of Practice no. 12262), as Secretarial Auditors of the Company, for a term of 5 (five) consecutive years from financial year

2025- 26 to financial year 2029-30.

M/s. Abhishek Gupta & Associates, Company Secretaries, have confirmed their eligibility and qualification required under the Act for holding the office as Secretarial Auditors of the Company.

Further, in terms of Regulation 24A of the Listing Regulations, Secretarial Audit Report in respect of the Material Subsidiary of the Company, namely Share India AlgoPlus Private Limited, is annexed to this Report as Annexure - 2B .

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized, if any, as per the provisions of Section 186 of the Act are provided in the notes accompanying the Standalone Financial Statements.

24. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year 2024-25 were on an arms length basis and were in the ordinary course of business. During the year, the Company did not enter into any contract / arrangement / transaction with related parties which could be considered material in accordance with the related party transactions policy of the Company or which is required to be reported in Form AOC-2 prescribed under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

For the purpose of determination of related party, related party transactions and review mechanism relating to such transactions, the Company has formulated the related party transactions policy. The same is published on the website of the Company and can be accessed at .

Further, your attention is also drawn to the Related Party disclosures as set out in Note no. 55 of the Standalone Financial Statements.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There have been no material changes and commitments affecting the financial position of the Company since the close of the financial year ended March 31,2025 and till the date of this report.

26. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation process of individual Directors, the Board and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The Nomination and Remuneration Committee of the Board has defined the evaluation criteria and mechanism for assessing the performance of the Board, its Committees and individual Directors and is also responsible for overseeing the evaluation process and presenting a summary of the results to the Board of Directors.

The Board evaluated its own performance after seeking inputs from all the Directors and the performance of the Committees was evaluated by the Members of the Committee on the basis of criteria such as the composition, effectiveness and whether adequate independence of the Committee is ensured from the Board. The Performance Evaluation of Individual Directors was done by all the Directors except the Director being evaluated on the basis of criteria such as actively taking initiatives with respect to various areas, understanding and fulfilment of functions as assigned by Board and law and participation in the meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. In the said meeting, the Independent Directors also evaluated the performance of Chairman of the Board, taking into account the views of Executive and Non-Executive Directors and further assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Every Director was required to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question. On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and collated by the Nomination and Remuneration Committee and provided to Chairman of Board which was then presented/placed before Board by Chairman. The Board was satisfied with the evaluation results.

27. ADDITIONAL DISCLOSURE AS PER

SCHEDULE V READ WITH REGULATION 34 (3) OF THE LISTING REGULATIONS

a) Related Party Disclosure

The Company is in compliance with Ind AS 24 Related Party Disclosures. For further details, please refer to Note No. 55 forming part of Standalone Financial Statements.

b) Management Discussion and Analysis Report

The Management Discussion and Analysis Report forms an integral part of this Report and is annexed as Annexure - 3 .

c) Corporate Governance Report

The Corporate Governance Report forms an integral part of this Report and is annexed as Annexure - 1 .

d) Declaration by Chief Executive Officer

A declaration duly signed by Chief Executive Officer stating that the members of Board of Directors

and Senior Management Personnel have affirmed compliance with the code of conduct for Board of Directors and Senior Management is annexed to the Corporate Governance Report. Please refer Annexure - 1 , i.e., Corporate Governance Report for more details.

e) Compliance Certificate

The Compliance Certificate regarding compliance of conditions of Corporate Governance forms part of the Corporate Governance Report, which is annexed as Annexure - 1 .

f) Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

As on March 31, 2025, there were no securities in the Demat Suspense Account/ Unclaimed Suspense Account.

g) Disclosure of certain types of agreements binding listed entities

During the financial year 2024-25, there were no transactions with respect to the agreements as per clause 5A of part A of para-A of Schedule III, of the Listing Regulations.

28. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

29. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred an expenditure of 15.73 Lakhs in foreign exchange and has earned 160.38 Lakhs in foreign exchange during the financial year 2024-25.

30. SECRETARIAL STANDARDS

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

31. BUSINESS RISK MANAGEMENT

Your Company follows a Risk Management framework with an endeavor to enhance the control environment by mitigating the risk and reducing their impact on the business of the Company within the acceptable levels. It has been carried out in a phased manner wherein due emphasis is being given on identification, assessment and mitigation thereof through economic control of those risks that endanger the assets and business of the Company.

To achieve the aforesaid objectives, the Board of Directors of your Company has framed the Risk Management Policy to identify, assess and mitigate the risks associated with the business of the Company.

Further details on the Risk Management activities including the implementation of risk management policy, key risks identified and their mitigation are covered in Management Discussion and Analysis section, which forms part of the Annual Report.

32. COST RECORDS AND COST AUDIT REPORT

I n terms with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors is not applicable on your Company.

33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Companys Code of Conduct to Regulate, Monitor and Report Trading in Securities by Designated Persons and Immediate Relatives covers the Directors, Key Managerial Persons, persons forming part of promoter(s)/ promoter group(s) and such other designated employees of the Company and their relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, Key Managerial Persons, persons forming part of promoter(s)/promoter group(s), designated employees and their relatives are restricted from buying, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the period of trading window closure.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading in Securities by Designated Persons and their respective Immediate Relatives. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulations, 2015.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with

the Companies (Corporate Social Responsibility Policy) Rules, 2014.

With its focus on Corporate Social Responsibility ("CSR") activities, your Company has incorporated Share India Smile Foundation ("Smile Foundation") as its wholly-owned subsidiary. Your Company has been undertaking CSR activities through Smile Foundation i.e., the philanthropic arm of the Share India Group, on a significant scale, upholding the belief that corporates have a special and continuing responsibility towards social development.

As a part of its initiative under the CSR drive, the Company has undertaken projects through Smile Foundation, in the areas of promoting education and healthcare, including special education and healthcare. These projects are in accordance with Schedule VII of the Act and the Companys CSR policy. The CSR Committee of the Company helps the Company to frame, execute, monitor and review the CSR activities of the Company.

The CSR Policy is available on the website of the Company .

The Annual Report on CSR activities of the Company during the year under review is attached hereto as Annexure - 4 .

35. VIGIL MECHANISM POLICY

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. 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. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. A copy of Companys vigil mechanism policy is available on the Companys Website and may be accessed at .

36. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company held two separate meetings on July 25, 2024 and March 18, 2025.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, at the meeting held on March 18, 2025, the Independent Directors at the meeting, inter alia, reviewed the following:

- Performance of Non-Independent Directors and Board as a whole;

- Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

- Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or tribunal impacting the going concern status and Companys operations in future.

38. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are proper, adequate and operating effectively. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The Board has appointed Internal Auditors to further strengthen the Internal Financial Controls. Internal Auditors directly reports to the Audit Committee of the Company. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

39. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and is annexed as Annexure - 5 .

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of other employees as required under the aforesaid Rules, forms part of this report as Annexure - 6 , which can be accessed by writing to the Company Secretary at . In line with the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid statement, which will be available for inspection upon request by the Members.

40. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are an integral and important part of the organization. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH ACT"). Also, adequate workshops and awareness programmes against sexual harassment are conducted across the organization to ensure that secure working environment is provided to the female staff. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates.

The following is a summary of sexual harassment complaints received and closed during the

financial year 2024-25:

?€? Number of complaints of sexual harassment received in the year: NIL

?€? Num ber of complaints disposed off

during the year: NIL

?€? Number of cases pending for more than ninety days: Not Applicable

?€? Number of workshops or awareness programmes of the POSH ACT carried out: 2 Sessions for all employees of the Company on Awareness session on POSH at the workplace

?€? Nature of action taken by the Company to make the workplace a respectful and safe place for all employees: Posters and conducting of Awareness Sessions

41. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to upholding the rights and welfare of its employees and ensures full compliance with all applicable labour laws, including the provisions of the Maternity Benefit Act, 1961.

During the financial year, the Company has fully complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. All eligible women employees were granted maternity leave and related benefits in accordance with the Act. The Company also ensures that no discrimination is practiced at any stage of employment on the grounds of maternity.

The Company remains committed to fostering a safe, inclusive and supportive work environment that promotes the well-being of all employees.

42. DIRECTORS AND OFFICERS INSURANCE

In compliance with Regulation 25(10) of the Listing Regulations, the Company has taken Directors and Officers Insurance Policy to provide coverage against the liabilities arising on them.

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") describing the initiatives taken by the Board from an Environmental, Social and Governance perspective is forming part of the Annual Report and is annexed herewith as Annexure - 7 .

44. OTHER DISCLOSURES

During the year under review:

i . No application has been made or any proceedings

are pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

i i. The Company has not entered into any one-time

settlement with any Bank or Financial Institution.

45. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Companys Bankers, Stock

Exchanges, Regulatory Bodies, Stakeholders and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward to your continued support in the future.