SM Auto Stamping Ltd Directors Report

To,

The Members,

SM Auto Stamping Limited

The Directors of your Company are pleased to present their 19th 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 31st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The Financial Performance of your Company for the financial year ended 31st March, 2025, as compared to the previous financial year is summarized as below:

	(In Rupees)	(In Rupees)
PARTICULARS	31.03.2025	31.03.2024
Revenue from Operation	66,38,33,240	67,56,36,526
Other Income	1,88,71,552	84,57,191
Total Income	68,27,04,791	68,40,93,717
Total Expenditure	64,42,84,318	63,53,30,258
Profit Before Tax	3,84,20,473	4,91,40,864
Profit After Tax	2,74,97,446	3,00,37,279

The entire amount of profit for the year 2,74,97,446/- is retained as “Surplus” as shown in Note No 3 of the financial statement for the year ended on 31st March 2025.

Review of Operations:

During the financial year 2024-25, your Company has achieved revenue from operations of 66,38,33,240 /-as compared to 67,56,36,526/in the Previous Year. The profit after taxes and deferred tax expenses for current financial year is 2,74,97,446/- as compared to 3,00,37,279/- during the previous financial year.

2. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013, for the financial year ended on 31st March 2025, the company has not proposed to transfer any amount to general reserve account of the company.

3. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and considering the growth opportunities has decided that it would be prudent, not to recommend any dividend for the year under review.

The status of dividend remaining unclaimed as on 31st March 2025.

The Amount 16920/- is unpaid dividend as on 31st March 2025 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 FY2022-23,

Dividend Status whether it can be claimed -

Unclaimed Dividend	Status	Whether it can be claimed	Can be claimed from	Action to be taken
Interim dividend declared during the financial year 2022-2023	Amount lying in respective Unpaid Dividend Account	Yes	From Registrars and Transfer Agent Bigshare Services Pvt Ltd.	Letter on plain paper from the claimant.
Amount 16,920/-

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, 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 COMPANYWHICH HAVE OCCURRED BETWEEN ENDS 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 31st March 2025, the Authorized Share Capital of the Company is 16,50,00,000/- consisting of 1,65,00,000 equity shares of 10/- each

B) Issued, Subscribed and Paid-up Capital: As on 31st March 2025, the issued, subscribed and paid up share capital of the Company is 13,68,78,320/- consisting of 1,36,87,832Equity Shares of 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.1,36,87,832Equity Shares of the Company are in dematerialized form as on 31st March, 2025.

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).

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a. Present composition of 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. No.	Name of Directors	DIN	Designation
1	Mr. Mukund Narayan Kulkarni	00248797	Chairperson and Managing Director
2	Mrs. Alka Mukund Kulkarni	06896902	Non Executive Director
3	Mr. Suresh GunawantFegde	00248850	Whole Time Director
4	Mr. Jayant Suresh Fegde	07193063	Non Executive Director
5	Mr. SunilkumarSatyanarainDayama	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, Mrs. Alka Mukund Kulkarni (DIN:06896902) liable to retire by rotation at the ensuing 19thAnnual General Meeting and being eligible offer herself for re-appointment. The board recommends her 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

Sr.	Name	Designation	Change
No.
1.	Mr. Suresh Govind Jagdale	Chief Financial Officer	Resigned as the Chief Financial Officer of the Company w.e.f 11th September, 2024.
2.	Mr. Vaibhav Bharat Khadke	Chief Financial Officer	Appointed as the Chief Financial Officer of the Company w.e.f 20th September, 2024.
3.	Mr Pawan Pundlik Mahajan	Company Secretary and Compliance Officer	No Change

14. DECLARATION FROM INDEPENDENT DIRECTORS:

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.

15. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

During the financial year ended 31st March, 2025, 7 (Seven) Meetings of the Board of Directors of the Company were held on 21st May, 2024, 29th May, 2024, 11thJuly, 2024, 19th September, 2024, 19th October,2024, 12th November, 2024 and 4th February, 2025.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 2024-25	Number of meetings attended by the Directors during the Financial Year 2024-25	% of attendance to the meetings held in Financial Year 2024-25
Mr. Mukund Narayan Kulkarni	7	7	100.00
Mrs. Alka Mukund Kulkarni	7	5	71.42
Mr. Suresh GunawantFegde	7	7	100.00
Mr. Jayant Suresh Fegde	7	6	85.71
Mr. SunilkumarSatyanarainDayama	7	7	100.00
Dr. Sanjay Ramchandra Bhargave	7	7	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 SatyanarainDayama	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 6 (Six) times during the financial year ended 31st March, 2025 on 21st May, 2024, 29th May, 2024, 11thJuly, 2024, 19th September, 2024, 19thOctober, 2024, 12th November, 2024 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 2024-25	Number of meetings attended by the members during the Financial Year 2024-25	% of attendance to the meetings held in Financial Year 2024-25
Mr. Mukund Narayan Kulkarni	6	6	100.00
Mr. Sunilkumar Satyanarain Dayama	6	6	100.00
Dr. Sanjay Ramchandra Bhargave	6	6	100.00

ii. Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013the Board has constituted the Nomination and Remuneration Committee(“NRC Committee”)andRegulation 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	Designationin 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 31st March 2025 on 29th May, 2024 and 19th September 2024in 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 2024-25	Number of meetings attended by the members during the Financial Year 2024-25	% of attendance to the meetings held in Financial Year 2024-25
Mr. Sunilkumar Satyanarain Dayama	2	2	100.00
Mrs. Alka Mukund Kulkarni	1	1	50.00
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 https://www.smautostamping.com/investors/Nomination-and-Remuneration-Policy.pdf . 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”)andRegulation 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	Designationin Committee
1	Mr. Jayant Suresh Fegde	Chairperson and member
2	Mrs. Alka Mukund Kulkarni	Member
3	Mr. Sunilkumar Satyanarain	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 31st March, 2025 on 4th February, 2025, 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 2024-25	Number of meetings attended by the members during the Financial Year 2024-25	% of attendance to the meetings held in Financial Year 2024-25
Mr. Jayant Suresh Fegde	1	1	100.00
Mrs. Alka Mukund Kulkarni	1	0	0.00
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 Complaints Committee. No cases are filed with internal compliant committee during the year the same is detailed Annual Report - Annexure VIII.

17. PERFORMANCE EVALUATION OF THE BOARD:

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 8th March, 2025.

18. 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.

19. REMUNERATION/ COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY

BY MD AND WTD:

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

20. 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 2024-25, 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.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO

FINANCIAL STATEMENTS:

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.

22. FRAUDS REPORTED BY AUDITORS:

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.

23. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Our Company does not have any subsidiary or joint venture company as on 31st March, 2025, 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 31st March, 2025.

Our Company holds 48% of shareholding in Associate company as on 31st March, 2025.

The highlights of performance of Associate company ,SMAutovision Private Limited as on the Financial Year ended on 31stMarch 2025, 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.

24. 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.

25. LOANS, GUARANTEES AND INVESTMENTS:

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 31st March 2025 has been furnished in the Notes to Accounts No 12 of financial statements for the year ended on 31st March 2025.

During the year under review the company has granted corporate guarantee amounting to 9,45,00,00/- to the bank in connection with the financial facility obtained by SM Autovision Private Limited (associate company) the details of same are given in the Note No. 33 of the financial statement for the financial year ended on 31st March 2025 and 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 31st March 2025
Corporate Guarantee Provided	16,27,52,000/-

26. RELATED PARTY TRANSACTIONS:

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 18th Annual General Meeting held on 26th July, 2024 for the financial year ended on 31st March 2024.

27. CORPORATE SOCIAL RESPONSIBILITY:

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

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING & 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.

29. RISK MANAGEMENT:

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 https://www.smautostamping.com/investors/Material-Policy/Risk-Management-Policy.pdf

30. 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 thehttps://www.smautostamping.com/investors/Whistle-Blower-Policy-or-Vigil-Mechanism.pdf

31. 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.

32. 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 29th September, 2020, the members has appointed S. R. Rahalkar and Associates, Chartered Accountants, Nashik (FRN- 108283W), holding valid certificate issued by Peer Review Board of ICAI 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 2024-25.The term of auditors S. R. Rahalkar and Associates, Chartered Accountants, Nashik (FRN- 108283W) comes to conclusion at the ensuing 19thAnnual General Meeting.

33. 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, 2025.

The Auditors Report on the Audited standalone and consolidated Financial Statement of the Company for the year ended 31st March, 2025, 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 the board
Standalone
b. The payroll records maintained by the company through Payroll software did not have audit trail feature throughout the year.	Payroll records are maintained in separate software. Only closing balances of payroll reports are entered in the accounting software,W.e.f24 June 2025 audit trail feature is activated in thispayroll software.
c. Further during the course of our audit we did not come across any instance of an audit trail feature (wherever we were able to access) being tampered with. Comments of auditor	This point is self-explanatory. Comments of the board
Consolidated
b. The payroll records maintained by the company through Payroll software did not have audit trail feature throughout the year.	Payroll records are maintained in separate software. Only closing balances of payroll reports are entered in the accounting software,W.e.f24 June 2025 audit trail feature is activated in this payroll software.
c. Further during the course of our audit we did not come across any instance of an audit trail feature (wherever we were able to access) being tampered with.	This point is self-explanatory.

Points observed in Companies (Auditors Report) Order, 2020, “CARO Report”

Standalone
Particulars	Explanation by Board
(i) (a) (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.	The Company has completed the overall physical verification of property, plant & equipment (PPE), now company has maintained the proper records of PPE, showing full particulars, including quantitative details and situation of property, plant and equipment.
(i) (a) (B)The company is in the process of maintaining proper records showing full particulars of intangible assets.	At the time of auditit was in process. As on date it has been completed, and proper records showing full particulars of intangible assets have been maintained.
(i) (b) The company has a programme of physical verification of its property, plant and equipment and investment properties by which the property, plant and equipment and investment properties are verified by the management according to a phased programme designed to cover all the items over a period of three years. However the physical verification of property, plant and equipment was not completed up to 31.03.2025.	The Company has completed the overall physical verification of property, plant & equipment (PPE).
(ii) (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current	The observation by Auditors is only in respect of Sundry Debtors. There is no discrepancy in the amounts of Stocks and Creditors. Difference in the balances are only in case of three Debtors, and reasons for the same has been communicated to Auditors at the time of audit as below:
assets. In our opinion, the monthly returns or statements filed by the Company with such banks or financial institutions are not in agreement with the books of account	“Due to netting off of balances in Trade Receivable and Trade Payable accounts in cases where same parties are customers as well as Vendors”.

1. SM Auto These clauses are related to SM Auto Stamping Ltd and are already explained in Stamping Ltd. above paragraphs. Clause (i) (a) Clause, (i) (b) Clause(ii)(b).

2. SM

Autovision Pvt Ltd. Clause (ii) (b)

This clause is related SM Autovision Pvt Ltd is explained below:

Quarters	Debtors (up to 90 days) as per books of accounts	Debtors per stock statement submitted to bank	Difference	Reasons For Material Discrepancies
Apr 24 to June 24	6,31,24,139	6,25,84,669	(5,39,469)	RODTEP (Export Incentives) Receivable not reported to Bank
July 24 to Sept 24	6,62,67,564	6,62,45,191	(22,373)	TDS Reconciliation and monetary items as mentioned under AS 11 are restated periodically.
Oct 24 to Dec 24	5,02,81,579	5,02,81,564	(15)	Nil
Jan 25 to March 25	6,65,29,639	6,65,05,729	(23,910)	TDS Reconciliation and monetary items as mentioned under AS 11 are restated periodically.

Points observed in IFC

The stock module of the company to be 1. In first phase company has integrated

integrated with the ERP software. Creation of structured authorization matrix to approve transactions. The ERP software possesses Maker-	quantity wise inventory module, in second phase company will integrate valuation wise inventory module.
Checker facility. This facility should be strictly adhered to Care should be taken to minimize	2. Authorization matrix has been duly defined and made operational
amendments in Purchase Orders. System to have a periodic review of the terms and conditions for Trade	3. Maker & Checker facilityhas been duly activated
Receivables and Trade Payables should be put in place. Ageing analysis should be there. Periodic review of Master data of	4. Company has started the practice of issuing closed purchase orders which will henceforth reduce amendments.
various GL and PL Accounts should be undertaken so that inactive accounts can be deactivated or deleted as the case may be.	5. Process of reviewing of terms and conditions in respect of trade payables has been started, so as to cover all the suppliers once in every year. Regarding trade receivables terms and conditions are being reviewed every year while finalizing the rates and schedules of each financial year with the customers.
	6. Management has now deactivated the all- inactive GLs. Inactive ledgers shall be reviewed and deleted every year henceforth.

 

	Consolidated
Particulars	Explanation by Board
The stock module of the company to be integrated with the ERP software. Creation of structured authorization matrix to approve transactions. The ERP software possesses Maker-	1. In first phase company has integrated quantity wise inventory module, in second phase company will integrate valuation wise inventory module.
Checker facility. This facility should be strictly adhered to. Care should be taken to minimize	2. Authorization matrix has been duly defined and made operational
amendments in Purchase Orders. System to have a periodic review of the terms and conditions for Trade	3. Maker & Checker facility has been duly activated
Receivables and Trade Payables should be put in place. Periodic review of Master data of various GL and Pl Accounts should be	4. Company has started the practice of issuing closed purchase orders which will henceforth reduce amendments.
undertaken so that inactive accounts can be deactivated or deleted as the case may be.	5. Process of reviewing of terms and conditions in respect of trade payables has been started, so as to cover all the suppliers once in every year. Regarding trade receivables terms and conditions are being reviewed every year while finalizing the rates and schedules of each financial year with the customers.
	6. Management has now deactivated the all- inactive GLs. Inactive ledgers shall be reviewed and deleted every year henceforth.

The Notes to the financial statements referred to in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

34. 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 2024-25.

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 31st March 2025, issued by Secretarial Auditor, does not contain any qualification, reservation or adverse remark.

Following observations was given in Secretarial Audit report:

Particulars	Explanation by Board
During the period under review, except two instances of delayed filing as follows, the Company has filed forms/ returns, which are required to file with ROC under Companies Act, 2013, within the stipulated time period. 1. Form DIR-12 for regularisation of Dr. Sanjay Bhargave, Additional Non- Executive Independent Director of the Company, as an Independent Director was filed on	Forms submitted with additional fees Fess with MCA due to technical issuesarised at the time of filling.Company has done necessary compliance.
26th August, 2024 with additional fees. 2. Form DIR-12 for Cessation of an Independent Director Dr. Sanjay Bhargave was filed on 24th August, 2024 with additional fees.
As informed, the Company has not received any notice from any statutory/ regulatory authorities, except the following two instances: 1. As per BSE Query/MIS/Discrepancy Details: Consolidated Results - Consolidated Result Not Submitted for period ended March 2024.	The Point is self explanatory.
- Company had submitted Consolidated Result for period ended September 2023. Only Standalone Result Received for Year Ended - March 2024. Company has taken following steps after receiving said query:
1) Company had received an exchange communication under Listing centre Communication Module (Discrepancies in Financial Results) June 5, 2024. 2) Replied by the Company via letter dated June 6, 2024.
3) Company again received an exchange communication under Listing centre Communication Module (Discrepancies in Financial Results)June 24, 2024.
4) Company has again replied on 25 June 2024.
5) Company received an email on 28 June 2024 for imposition of penalty.
6) The Company, on 11 July, 2024, filed its consolidated Audited Consolidated Financial Results along with Audit Report for the Half Year and Financial Year ended 31st March, 2024.
7) Company has paid the total penalty of Rs. 2,47,800/- (Including GST @18%) to BSE Limited.
6) On 12th July 2024, the Company has filed an application for waiver of penalties, giving the detailed basis of Companys views.
8) Upon visiting BSE office,The Company has asked for the personal hearing for considering the application for waiver of penalties,by way of email as well as by physical representation at the BSE Office. The date of the hearing has not yet been fixed by the BSE.
2. Investor Complaint:
- The Company has received an investor complaint on SCORES Platform on 3 March 2025, regarding the non- marketability of odd lots of shares, which has resulted due to the buyback of shares of the Company during F.Y.2023-24.
- The Company has given satisfactory reply to the query and is in process of finding a solution.
- We have been informed that Mr. Pawan Mahajan, Company Secretary of SM Auto Stamping Limited had visited BSEon Friday, 21.03.2025 and had a meeting with the Head Listing Compliance and Legal Regulatory.
Representative from Saffron Capital Advisory Private Limited, Merchant Banker & Manager to the Buy-Back offer was also present. Possible ways for trading of odd lot shares and providing exit options to the shareholders who participated in buybackwere discussed. After the meeting, ATR was filed by company.
-As per meeting with Mr. GopalkrishnanIyer Sir, Head - Listing Compliance and Legal Regulatory at BSE on Friday, 21.03.2025, where Mr. Pawan Mahajan, Company Secretary of SM Auto Stamping Limited and Mr. Harshal Joshi, from Saffron Capital Advisory Private Limited, Merchant Banker & Manager to the Buy-Back offer were present in the meeting where possible ways were discussed to provide exit options for trading of odd lot shares to the shareholders participated in buyback. After meeting ATR was filed by company.
The Investor Complaint on SCORES Platform has been closed by the SEBI on 1April, 2025.

35. INTERNAL AUDITOR:

Pursuant to the provision of Section 138 of the Companies Act, 2013 on 29th May 2024 the Company has appointed Archana Pathak & Associates, Chartered Accountants, (FRN: 137596W) as the Internal Auditor of the Company for Financial Year2024-25.Due to merger of firm Archana Pathak & Associates, Chartered Accountants, (FRN: 137596W) into Laxmikant and Associates, Chartered Accountants, Internal Auditor on July, 02 2024 requested the Company to reissue appointment letter in the name of Laxmikant and Associates, Chartered Accountants(FRN: 135830W) and after considering the same new appointment letter was issued to Laxmikant and Associates, Chartered Accountants. The management of the Company has received Internal Audit Report for Financial Year 2024-25and adopted by Board of Directors of the Company in their meeting held on 23rdMay 2025.

36. 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.

37. DISCLSOURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016, AND

DISCLOSUREOF ONE TIME SETTLEMENT:

During the year under review,no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016,and no instance of one-timesettlement from banks and financial institution occurred during the year.

38. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Annual Return for the Financial year ended 31st March, 2025 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 https://www.smautostamping.com/investors.htmlon the website of the Company post AGM.

39. DISCLOSURE FOR MAINTENANCE OF COST RECORD AS SPECIFIED UNDER

SECTION 148 OF THE COMPANIES ACT 2013:

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

40. 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.

41. 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.

42. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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 Complaints 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 https://www.smautostamping.com/investors/Material-Policy/Prevention-of-Sexual-Harrassment-Policy.pdf

Annual Report on Sexual Harassment Policy for the period 1st April, 2024 to 31st March, 2025, is annexed to the Boards Report as Annexure VIII.

43. 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.

44. 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.

45. PREVENTION OF INSIDER TRADING:

As required under the provisions of SEBI (PIT) 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.

46. 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.

47. 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. Vaibhav Bharat Khadke, Chief Financial Officer (CFO) of the Company. The same is enclosed as Annexure VII of the Boards Report.

48. 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.

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	156
Female	Nil
Transgender	Nil

49. 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

Chairperson And Managing Director

DIN: 00248797

Add:-Alkund Banglow, Krishna Colony Shivaji

Nagar,Jail Road, Nashik Road Nashik 422101

MH IN

Date:18.07.2025

Place: Nashik