SM Auto Stamping Ltd Directors Report

To,

The Members,

SM Auto Stamping Limited

The Directors of your Company are pleased to present their 20 th Annual Report on the business and operations of the Company along with the Audited Annual Financial Statements and the Auditors Report thereon for the financial year ended 31 st March, 2026.

1. FINANCIAL HIGHLIGHTS:

The Financial Performance of your Company for the financial year ended 31 st March, 2026, compared to the previous financial year is summarized as below:

	(In Rupees)	(In Rupees)
PARTICULARS	31.03.2026	31.03.2025
Revenue from Operation	71,31,47,071	66,38,33,240
Other Income	1,78,36,013	1,88,71,552
Total Income	73,09,83,085	68,27,04,791
Total Expenditure	69,10,93,399	64,42,84,319
Profit/(Loss) before tax and prior period items	3,98,89,686	3,84,20,472
Less: Prior Period Items	8,77,403	-
Profit Before Tax	3,90,12,283	3,84,20,472
Profit After Tax	2,78,05,355	2,74,97,446

The entire amount of profit for the year Rs 2,78,05,355/- is retained as Surplus as shown in Note No 3 of the financial statement for the year ended on 31st March 2026.

Review of Operations:

During the financial year 2025-26, your Company has achieved revenue from operations of Rs 71,31,47,071 as compared to Rs 66,38,33,240/-in the Previous Year. The profit after taxes and deferred tax expenses for current financial year is Rs 2,78,05,355/- as compared to Rs 2,74,97,446/- during the previous financial year.

2. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013, for the financial year ended on 31 st March 2026, the company has not proposed to transfer any amount to general reserve account of the company.

3. DIVIDEND:

To give the benefit of investment to the shareholders, the Board of Directors has, in its meeting held on 05 th August, 2026, recommended a final dividend of Rs 1.50/- (One Rupees and Fifty Paise) per equity share of face value Rs 10/- (Rupees Ten) each, subject to the approval of the members in the ensuing 20 th Annual General Meeting of the Company for the financial year ended on 31 st March, 2026.

The status of dividend remaining unclaimed as on 31 st March 2026.

The Amount Rs 16920/- is unpaid dividend as on 31 st March 2026 as mentioned in the Note No 9 i.e. other current liabilities of financial statement for the year under review forming part of this annual report.

The Company has hosted on its website the details of the unclaimed dividend/unclaimed shares/interest/principal amounts for the FY 2022-23,

Dividend payment Status as on 31 st March 2026 is as under -

Unclaimed Dividend	Status	Whether it can be claimed	Can be claimed	Action to be taken
Interim dividend declared during the financial year 2022-2023 Amount Rs 16,920/-	Amount lying in respective Unpaid Dividend Account	Yes	From Registrars and Transfer Agent Bigshare Services Pvt Ltd.	Submit CMS form to ICICI bank with required documents

One of the shareholders has put claim on un-paid dividend amount for Rs 9000/- which was paid to respective shareholder on 18 th May 2026. As on the date of this Directors report the status of unpaid and unclaimed dividend is as below and the company has hosted revised statement of unpaid / unclaimed dividend account on its website.

Unclaimed Dividend	Status	Whether it can be claimed	Can be claimed	Action to be taken
Interim dividend declared during the financial year 2022-2023 Amount Rs 7,920/-	Amount lying in respective Unpaid Dividend Account	Yes	From Registrars and Transfer Agent Bigshare Services Pvt Ltd.	Submit CMS form to ICICI bank with required documents

Updation of bank details for remittance of dividend/ cash benefits in electronic form

Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, e-mail ids, nomination and power of attorney should be given directly to the DP.

Since all the shareholding of the company is in dematerialized form, the respective shareholders is requested to claim the unclaimed dividend by contacting their DP and giving suitable instructions to update the bank details in their demat account.

On and from April 1 st , 2024 onwards, if payment of dividend is due the same shall be paid electronically upon furnishing PAN, contact details including mobile number, bank account details and specimen signature. Meanwhile, such unpaid dividend shall be kept by the Company in the Unpaid Dividend Account in terms of the Companies Act, 2013.

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of the Business of the Company during the year under review.

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

Pursuant to provisions of Section 134(3) (l) there were no material changes affecting financial Position of the Company which have occurred between end of the financial year to which the Financial statements relate and date of report.

6. SHARE CAPITAL:

A) Authorized Capital: As on 31 st March 2026, the Authorized Share Capital of the Company is Rs16,50,00,000/- consisting of 1,65,00,000 equity shares of Rs 10/- each

B) Issued, Subscribed and Paid-up Capital: As on 31 st March 2026, the issued, subscribed and paid- up share capital of the Company is Rs13,68,78,320/-consisting of 1,36,87,832 Equity Shares of Rs 10/-each.

C) Changes in Share Capital: During the period under review, there was no change in the authorized, subscribed, issued and paid-up share capital of the Company.

7. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with Differential Rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

8. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any Sweat Equity Shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

9. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any Equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

10. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

11. DEPOSITORY SYSTEM:

All i.e.1,36,87,832 Equity Shares of the Company are in dematerialized form as on 31 st March, 2026.

12. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).

a. Present composition of the Board of Directors: As on the date of this report, the Board of Directors of the Company comprises of total Six Directors. The Composition of the Board of Directors is as under:

Sr. Name of Directors No.	DIN	Designation
1 Mr. Mukund Narayan Kulkarni	00248797	Chairperson and Managing Director
2 Mrs. Alka Mukund Kulkarni	06896902	Non-Executive Director
3 Mr. Suresh Gunawant Fegde	00248850	Whole Time Director
4 Mr. Jayant Suresh Fegde	07193063	Non-Executive Director
5 Mr. Sunilkumar Satyanarain Dayama	08492339	Independent Director
6 Dr. Sanjay Ramchandra Bhargave	02235602	Independent Director

b. During the period under review, there were no any appointments/cessations/changes in designation of directors of the Company.

c. Appointment of Directors Retirement by Rotation:

In accordance with the provisions of section 152 of Companies Act, 2013 read with rules thereunder and as per Articles of Association of the Company, Mr. Mukund Narayan Kulkarni (DIN: 00248797) liable to retire by rotation at the ensuing 20 th Annual General Meeting and being eligible to offer himself for re-appointment. The board recommends his re-appointment for your approval in the ensuing annual general meeting. The brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

d. Changes in Key Managerial Personnel during the year under review and post closure of financial year.

Sr. No. Name	Designation	Change
1.Mr. Vaibhav Bharat Khadke	Chief Financial Officer	Cessation as the Chief Financial Officer (CFO) of the Company w.e.f. 25 th February 2026.
2.Mr. Suresh Govind Jagdale	Chief Financial Officer	Appointed as the Chief Financial Officer of the Company w.e.f. 1 st March 2026.
3.Mr. Pawan Pundlik Mahajan	Company Secretary and Compliance Officer	Cessation as Company Secretary and Compliance Officer (KMP) w.e.f. 30* April 2026.
		Appointed as Company
4 Mr. Vaibhav Jitendra Chotia	Company Secretary and Compliance Officer	Secretary and Compliance Officer w.e.f. 1 st May 2026.

14. INDEPENDENT DIRECTORS

(I) A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 :

In terms of Section 149 of the Act and the SEBI Listing Regulations, the following are the Independent Directors of the Company as on the date of this Report-

Name of Directors	DIN	Designation
1 Dr. Sanjay Ramchandra Bhargave	02235602	Independent Director
2 Mr. Sunilkumar Satyanarain Dayama	08492339	Independent Director

During the financial year under review, Declarations were received from all the Independent Directors of the Company stating that they satisfy the Criteria of Independence as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, any other applicable Schedules and Rules framed there-under.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

(II) A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read along with the Rules made thereunder and are independent of the Management.

During the financial year ended on 31 st March, 2026, 8 (Eight) Meetings of the Board of Directors of the Company were held on 18 th May, 2025, 23 rd May, 2025, 18 th July, 2025, 20 th August, 2025, 23 rd September, 2025, 10 th November, 2025, 12 th November, 2025 and 23 rd February, 2026. The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.

Name of Director	Total Meetings entitled to attend during the Financial Year 2025-26	Number of meetings attended by the Directors during the Financial Year 2025-26	% of attendance to the meetings held in Financial Year 2025-26
Mr. Mukund Narayan Kulkarni	8	8	100.00
Mrs. Alka Mukund Kulkarni	8	8	100.00
Mr. Suresh Gunawant Fegde	8	8	100.00
Mr. Jayant Suresh Fegde	8	8	100.00
Mr. Sunilkumar Satyanarain Dayama	8	8	100.00
Dr. Sanjay Ramchandra Bhargave	8	8	100.00

16. COMMITTEES:

i. Audit Committee:

Pursuant to provisions of the Section 177 of the Companies Act, 2013, the Board has constituted an Audit Committee (Audit Committee) and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the company being a SME listed company.

Composition of Audit Committee:

Sr. No. Name of Director	Designation in Committee
1 Mr. Mukund Narayan Kulkarni	Chairperson and member
2 Mr. Sunilkumar Satyanarain Dayama	Member
3 Dr. Sanjay Ramchandra Bhargave	Member

There was no change in the composition of the audit committee during the year under review.

Meetings of Audit committee:

The Audit Committee met 8 (Eight) times during FY 2025-26 on 18 th May, 2025, 23 rd May, 2025, 18 th July, 2025, 20 th August, 2025, 23 rd September, 2025, 10 th November, 2025, 12 th November, 2025 and 23 rd February, 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder the details attendance to the audit committee meetings is as follows -

Name of Director	Total Meetings entitled to attend during the Financial Year 2025-26	Number of meetings attended by the members during the Financial Year 2025-26	% of attendance to the meetings held in Financial Year 2025-26
Mr. Mukund Narayan Kulkarni	8	8	100.00
Mr. Sunilkumar Satyanarain Dayama	8	8	100.00
Dr. Sanjay Ramchandra Bhargave	8	8	100.00

ii. Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 the Board has constituted the Nomination and Remuneration Committee (NRC Committee) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the company being a SME listed company.

Composition of Nomination and Remuneration Committee:

Sr. No. Name of Director	Designation in Committee
1 Mr. Sunilkumar Satyanarain Dayama	Chairperson and member
2 Mrs. Alka Mukund Kulkarni	Member
3 Dr. Sanjay Ramchandra Bhargave	Member

There was no change in the composition of the Nomination and Remuneration Committee (NRC Committee) during the year under review.

Meetings of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met 2 (Two) times during the financial year ended as on 31 st March 2026 on 23 rd May, 2025 and 23 rd February 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and the details attendance to the Nomination and Remuneration Committee meetings is as follows -

Name of Director	Total Meetings entitled to attend during the Financial Year 2025-26	Number of meetings attended by the members during the Financial Year 2025-26	% of attendance to the meetings held in Financial Year 2025-26
Mr. Sunilkumar Satyanarain Dayama	2	2	100.00
Mrs. Alka Mukund Kulkarni	2	2	100.00
Dr. Sanjay Ramchandra Bhargave	2	2	100.00

The Remuneration Policy of the Company is available on the website of the Company at the link

iii. Stakeholders Relationship Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 the board has constituted Stakeholders Relationship Committee (SRC Committee) and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the company being a SME listed company.

Composition of Stakeholders Relationship Committee

Sr. No. Name of Director	Designation in Committee
1 Mr. Jayant Suresh Fegde	Chairperson and member
2 Mrs. Alka Mukund Kulkarni	Member
3 Mr. Sunilkumar Satyanarain Dayama	Member

There was no change in the composition of the Stakeholders Relationship Committee (SRC Committee) during the year under review

Meetings of Stakeholders Relationship Committee (SRC Committee)

The Stakeholders Relationship Committee met 1 (One) time during the financial year ended as on 31 st March, 2026 on 26 th March, 2026, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and the details attendance to the Stakeholders Relationship Committee meeting is as follows:

Name of Director	Total Meetings entitled to attend during the Financial Year 2025-26	Number of meetings attended by the members during the Financial Year 2025-26	% of attendance to the meetings held in Financial Year 2025-26
Mr. Jayant Suresh Fegde	1	1	100.00
Mrs. Alka Mukund Kulkarni	1	1	100.00
Mr. Sunilkumar Satyanarain Dayama	1	1	100.00

iv) Corporate Social Responsibility Committee:

The Company does not fall under the purview of provisions of the Section 135 of the Companies Act, 2013 and hence the Board has not constituted Corporate Social Responsibility Committee (CSR Committee).

v) Internal Complaints Committee-

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the company has constituted the Internal Committee. No cases are filed with Internal Committee during the year the same is detailed Annual Report - Annexure VIII.

17. PERFORMANCE EVALUATION OF THE BOARD- A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the annual evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairperson of the Board on the basis of attendance, contribution and various criteria to be recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committee, experience and expertise, performance of specific duties and obligations etc.

The Nomination and Remuneration Committee of the Company has set up formal mechanism to evaluate the performance of board of directors as well as that of its committees and individual directors, including Chairperson of the board, key managerial personnel / senior management etc.

The performance of non-independent directors, performance of the Board as a whole and performance of the Chairperson was evaluated, taking into account the views of the Executive Director by the Independent Directors at their separate meeting held on 26 th March, 2026.

18. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

a) Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender.

b) Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment.

c) Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act

d) Remuneration- It is affirmed that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company. During the year under review, there has been no change to the remuneration policy.

19. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosure in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-V.

20. REMUNERATION/ COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY BY MD AND WTD:

The Company does not have any Holding Company and Subsidiary Company.

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that: -

i. In the preparation of the annual accounts for the financial year 2025-26, the applicable accounting standards have been followed and there are no material departures;

ii. The Directors had 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 profit of the Company for the financial year;

iii. The Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors had prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS PURSUANT TO RULE 8(5)(VIII) OF COMPANIES (ACCOUNTS) RULES 2014:

The Company has devised systems, policies, procedures, frameworks for ensuring orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and review by audit committee of the company.

23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

24. DETAILS OF SUBSIDIARY, TOINT VENTURE OR ASSOCIATE COMPANIES:

Our Company does not have any subsidiary or joint venture Company as on 31 st March, 2026, as defined under Companies Act, 2013 therefore, no such information is required to be furnished.

SM Autovision Private Limited (CIN: U29253MH2012PTC227990) is Associate Company of our company as on 31 st March, 2026.

Our Company holds 48% of shareholding in Associate Company as on 31 st March, 2026.

The highlights of performance of Associate company, SM Autovision Private Limited as on the Financial Year ended on 31 st March 2026, is given in Form AOC-1 and is attached and marked as Annexure-I and forms part of this Boards Report. The contribution of associate company to the

overall performance of our company during the period under report is provided in the consolidated financial statements of the company attached along with this annual report.

25. DEPOSITS FROM PUBLIC:

During the year under review, the Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter-V of the Act is not applicable.

Unsecured loan from director

During the year under review, pursuant to Rule 2(c) (viii) of Companies (Acceptance of Deposits) Rule 2014 the company has not accepted any unsecured loan form Directors of the company.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

No new inter-corporate investment and loan covered under Section 186 of the companies act 2013 and rules thereunder was made by the company during the year under review.

Full particulars of investments and loans covered under Section 186 of the Companies Act 2013 as carried forwarded from previous year and having outstanding balance as on 31 st March 2026 has been furnished in the Notes to Accounts No 12 of financial statements for the year ended on 31 s t March 2026.

During the year under review the company has not granted corporate guarantee to the bank in connection with the financial facility obtained by SM Autovision Private Limited (associate company).

Details of outstanding amount of Corporate Guarantee given to the bank in connection with the financial facility obtained by SM Autovision Private Limited (associate company) is as below.

Particulars	Outstanding amount as on 31 st March 2026
Corporate Guarantee Provided	Rs 10,66,23,000/-.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT.

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions, which are repetitive in nature

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arms Length Basis.

The details are disclosed in Form AOC-2, which is annexed as Annexure-II to this report.

During the year, the material related party transactions had been duly approved by the shareholders of your Company in the previous 19 th Annual General Meeting held on 23 rd September, 2025 for the financial year ended on 31 st March 2025.

28. THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company for the year under review

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished in Annexure - IV which forms part of this Report.

30. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY :

Risks are events, situations or circumstances, which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

The Board of Directors of the Company has adopted and implemented Risk Management Policy of the Company and is available on the website of the Company at the link

31. VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Vigil Mechanism and Whistle-Blower Policy is prepared and adopted by Board of Directors of the Company.

The Company has a vigil mechanism policy wherein the Directors and employees are free to report violations of law, rules and regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairperson of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

During the year under review, your Company has not received any complaints under the vigil mechanism.

The Vigil Mechanism Policy of the Company is available on the website of the Company at the

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

33. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, at the Annual General Meeting of the Company held on 23 rd September, 2025, the members has re-appointed S. R. Rahalkar and Associates, Chartered Accountants, Nashik (FRN- 108283W) as the Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held for the financial year 2029-30.

34. STATUTORY AUDITORS REPORT:

The Statutory Auditors of your Company have issued the Audit Report with unmodified opinion on the Annual Audited Financial Results (Standalone and Consolidated) of your Company for the financial year ended March 31, 2026.

The Auditors Report on the Audited standalone and consolidated Financial Statement of the Company for the year ended 31 st March, 2026, is Unmodified and does not contain any qualification, reservation, adverse remark or disclaimer, but contains the following observations

in the other matter and Companies (Auditors Report) Order, 2020, CARO Report and IFC Report.

Comments of Auditor	Comments of Board
Standalone
a. The company is under the process of maintaining proper records showing full particulars, including quantitative details and situation of property, plant and equipment and investment properties and reconciliation of the same with books of accounts.	The remark is self-explanatory
b. The company is in the process of maintaining proper records showing full particulars of intangible assets and reconciliation of the same with books of accounts.	The remark is self-explanatory

35. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Sujata R. Rajebahadur, (FCS 5728), holding valid certificate issued by Peer Review Board of ICSI, Practicing Company Secretary having Office Address: Gokul, 199, M.G. Rd. Near Samarth Sahakari Bank, Nashik has been appointed as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2025-26.

The Secretarial Audit Report forms part of the Annual Report and it is annexed as Annexure-III.

The Secretarial Audit Report for the Financial Year ended on 31 st March 2026, issued by Secretarial Auditor, does not contain any qualification, reservation or adverse remark except as stated below

Following observations was given in Secretarial Audit report:

1) Company had received a Show Cause Notice from Assistant DGFT, Regional Authority Pune on March 20, 2026.

2) Company had received a Show Cause Notice from Assistant DGFT, Regional Authority Pune on March 25, 2026.

Directors comment -

The Company has submitted necessary documentation for surrender of the EPCG licenses with DGFT, Regional Authority Pune for Non-Utilization Certificates for EPCG license numbers 3130006550 and 3130006758.

Subsequently, the Company received the Non-Utilization Certificate on March 25, 2026, and the Letter of Surrender of EPCG Authorization for the aforementioned licenses on April 7, 2026.

36. INTERNAL AUDITOR:

Pursuant to the provision of Section 138 of the Companies Act, 2013 on 20 th August 2025 the Company has appointed Laxmikant and Associates, Chartered Accountants (FRN: 135830W) as the Internal Auditor of the Company for Financial Year 2025-26. The management of the Company has received Internal Audit Report.

37. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by Institute of Company Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no instance of one-time settlement from banks and financial institution occurred during the year.

40. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Annual Return for the Financial year ended 31 st March, 2026 prepared under the provisions of Section 92(3) of the Act, shall be made available on website of the company and can be accessed under annual return tab on the web link viz on the website of the Company post AGM.

41. A DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED:

During the year under review, the Company was not required to maintain cost records as specified by the central government pursuant to provisions of Sub Section (1) of Section 148 of the Companies Act 2013.

42. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as Annexure-VI forming part of this Integrated Annual Report.

43. CORPORATE GOVERNANCE:

The Company being listed on the SME Platform of Bombay Stock Exchange is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

44. A STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted committee called Internal Committee to ensure safe workplace environment, which covers all employees whether permanent, contractual, trainees, temporary etc.

The company policy against Sexual Harassment of woman at workplace is available on the website of the Company at the

Annual Report on Sexual Harassment Policy for the period 1 st April, 2025 to 31 st March, 2026, is annexed to the Boards Report as Annexure VIII.

45. HUMAN RESOURCE DEVELOPMENT:

Our Company considers its employees as a valuable resource and ensures the strategic alignment of human resource practices to business priorities and objectives. The Company has a HR policy which emphasizes the need of attaining organizational goals through individual growth and development. The Company always strives to rejuvenate competence through training and personal development across its workforce, employees, staff which excels them for higher engagement and exposure to new opportunities through skill development.

46. CODE OF CONDUCT:

The Code of Conduct of the Company has been approved and adopted by the Board of Directors of the Company. All Board members and senior management personnel have affirmed the compliance with the code.

47. PREVENTION OF INSIDER TRADING:

As required under the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has adopted a code of conduct for prevention of Insider Trading. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of SM Auto Stamping Limited and cautions them on consequences of violations also the code is modified from time to time considering the amendments.

48. POLICY FOR PRESERVATION OF DOCUMENTS:

In accordance with the above Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.

Hence no Corporate Governance Report is required to be annexed with Annual Report.

49. CERTIFICATION FROM CHIEF FINANCIAL OFFICER / CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. Mukund Narayan Kulkarni, Managing Director and Mr. Suresh Govind Jagdale, Chief Financial Officer (CFO) of the Company. The same is enclosed as Annexure VII of the Boards Report.

50. STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.

During the year under review the company does not have any women employee hence the provisions of Maternity Benefit Act does not applicable to the company.

51. NO. OF EMPLOYEES AS ON CLOSURE OF FINANCIAL YEAR

The details of no. of employees as on closure of financial year as below:

Gender of employee	Number of employees
Male	147
Female	Nil
Transgender	Nil

52. ACKNOWLEDGEMENT AND APPRECIATION:

The Directors wish to place on record appreciation and gratitude for all the co-operation extended by various Government Agencies/Departments, Bankers, Consultants, Business Associates, and Shareholders, Vendors, Customers etc. The Directors also record appreciation for the dedicated services rendered by all the Executives, Staff & Workers of the Company at all levels, for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors of SM Auto Stamping Limited

Sd/-
Mr. Mukund Narayan Kulkarni
Chairman and Managing Director
DIN: 00248797
Add: -Alkund Banglow, Krishna Colony Shivaji Nagar, Jail Road, Nashik Road Nashik 422101 MH IN

Date: 05 th August 2026
Place: Nashik