డైరెక్టర్ల నివేదిక Sharp Chucks And Machines Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 31^st Annual Report on the business and operations of the
Company and the accounts for the financial year ended March 31^st, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

During the year under review, performance of your company as under:

Particulars	2024-25 (In lakh)	2023-2024 (In lakh)
Total Revenue	24622.52	20201.70
Finance Charges	1231.96	954.80
Provision for Depreciation	696.83	651.20
Profit Before Exceptional & extraordinary items& tax	1030.95	852.13
Net Profit Before Tax	1030.95	852.13
Tax Expense	236.57	241.56
Net Profit After Tax	794.38	610.47
Balance of Profit brought forward	794.38	610.47
Proposed Dividend on Equity Shares	0	0
Tax on proposed Dividend	0	0

The Company achieved total revenue of Rs. 24622.52 lakhs in the reporting period as compared to Rs.
20201.70 lakhs in the previous year, whereas the company achieved profit (after tax) of Rs.794.38 lakhs
as compared to Rs. 610.47 lakhs in the previous year.

2. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the
financial position of the Company, your Directors have decided not to recommend any dividend for the
period under review.

3. RESERVES

Amount of Rs.20,00,000 is transferred apart from the profits for the current year to the Balance Sheet
during the financial year ended March 31, 2025.

4. CHANGE IN THE NATURE OF BUSINESS. IF ANY

No Change in the nature of the business of the Company done during the year.

Listing Information

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in
dematerialized form. The ISIN No. of the Company is INE460Q01014.

Statement Pursuant To Listing Agreement

The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge Platform). The
Annual Listing fee for the year 2025-25 has been paid.

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

No material changes and commitments affecting the financial position of the company have occurred
between the end of the financial year of the company to which the financial statements relate and the date
of this report.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE-

No significant and material orders were passed by the regulators or courts or tribunals which affect the
going concern status and future operation of the Company.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS.

The Company has a proper and adequate system of internal controls to ensure that all assets are
safeguarded and protected against loss from unauthorized use. The Company''s internal controls are
supplemented by an extensive programme of internal audit, review by management and documented
policies, systems support, guidelines and procedures. The internal control is designed to ensure that
financial and other records are reliable for preparing financial information and other data.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company .

9. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

However the details of secured and unsecured Loans are duly provided Financial Statements of the
Company.

10. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of Companies Act, 2013 and other applicable provisions, if any of
the Companies Act, 2013, M/s VP Bhalla & Associates,(Firm Registration No. N006105) Chartered
Accountants, the Statutory Auditors of the Company have been appointed From the conclusion of the 35th
Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year2029.

ll.INTERNAL AUDITORS

M/s R.P. Gupta & Associates, Chartered Accountants, Jalandhar has been appointed as the Internal Auditors
of the company.

12. COST AUDITOR

M/s S.K .Verma & Associates , cost accountants (Firm No 101072) has been appointed as the Cost Auditor
for the financial year 2024-2025.

13. AUDITORS'' REPORT

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for
any further comments.

14. SHARE CAPITAL

A) Issue of equity shares with differential rights

The Company has not issued any Equity Shares with differential rights during the year under review.

B) Issue of sweat equity shares

The Company has not issued any Sweat Equity Shares during the year under review.

C) Issue of employee stock options

The Company has not provided any Stock Option Scheme to the employees.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS & DETAILS OF LAST ANNUAL GENERAL
MEETING

During the year under review total ll(Eleven) Meetings of the Board was held as per below mentioned

4.04.2024	21.05.2024	29.05.2024	30.05.2024	23.07.2024	29.08.2024
06.09.2024	14.11.2024	13.12.2024	01.03.2025	19.03.2025

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and
Secretarial Standard issued by the ICSI.

S. No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Mr Ajay Sikka	Managing Director	11	9	2
2	Mrs Gopika Sikka	Executive Director	11	10	1
3	Mr Rahul Sharma	Non-Executive Director	11	11	0
4.	Mr. Avinash Shripad Joshi	Non-Executive Director	11	7	4
5.	Mr.Manmohan Puri	Non-Executive Independent Director	11	7	4
6.	Mr.Suraj Singhal	Non-Executive Independent Director	11	7	4

15. COMMITTEE(S) AND THEIR MEETINGS THEREOF:

Currently, the Board has three committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Remuneration Committee.

AUDIT COMMITTEE

The Audit Committee of the Board is responsible for oversight of the Company''s financial reporting process
and the disclosure of its financial information to ensure that the financial statements are correct, adequate
and credible; and for reviewing the annual financial statements before submission to the Board. The
Committee periodically reviews the adequacy of internal control systems.

The Committee reviews the financial and risk management policies of the Company.

During the Financial Year under review 04 (Four) meetings of the Audit Committee were convened and
held.

s. No.	Name of Director	Designation	No. of Committee Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Mr.Manmohan Puri	Chairman	4	4	0
2	Mr.Suraj Singhal	Non-Executive Independent Director	4	4	0
3	Mr Rahul Sharma	Non-Executive Director	4	4	0

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG
WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of
Directors

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and
Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management
and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.
During the vear under review Three (3) meeting of the Nomination and Remuneration Committee.

s. No.	Name of Director	Designation	No. of Committee Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Mr.Manmohan Puri	Chairman- Non-Executive Independent Director	3	3	0
2	Mr.Suraj Singhal	Non-Executive Independent Director	3	3	0
3	Mr Rahul Sharma	Non-Executive Director	3	3	0

STAKEHOLDER RELATIONSHIP COMMITTEE

The company has duly constituted stakeholder relationship committee u/s 178(5) of Companies Act, 2013
consisting of chairman who shall be non-executive and the members decided by the board.

During the year under review One (1) meeting of the Stakeholder Relationship Committee

s. No.	Name of Director	Designation	No. of Committee Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Mr Rahul Sharma	Chairman Non-Executive Director	1	1	0
2	Mr.Suraj Singhal	Non-Executive Independent Director	1	1	0
3	Mr.Manmohan Puri	Non-Executive Independent Director	1	1	0

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on
06.09.2024.

17. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings
and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in Annexure A and is attached to this report.

18. DIRECTORS:

Changes in Directors and Key Managerial Personnel

During the period under review, following changes has taken place

• Mr. Rajat Kathpalia was resigned from the post of Company Secretary and KMP of the Company w.e.f
14.09.2024.

• Ms. Harmandeep Kaur was appointed as Company Secretary and KMP of the Company w.e.f
13.12.2024

19. CORPORATE SOCIAL REPONSIBILTY (CSR)

The details of the CSR has been annexed (Annexure B) to the this board report.

20. CHANGES IN SHARE CAPITAL

There were following changes made During the Financial Year 2024-2025:-

• 09.01.2025:- Company increased its Authorized Share Capital INR 11,50,97,920 /- divided into
1,15,09,792 Equity shares of INR 10/- each to 12,08,47,920 divided into 1,20,84,792 Equity Shares of
INR 10/-each.

• 19.03.2025:- Allotment of 5,75,000 Equity sharesof INR 10/- each at a price of INR 16.11/- per share
comprising of premium of INR 66.12/- each per share, upon exercise of option for conversion of equity
warrants into equal number of Equity Shares.

21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not given any loan, guarantees or has not made any investments.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There are no materially significant related party transactions made by the company with related parties

which may have potential conflict with the interest of the company at large. Further, details of material
related party transactions as required to be provided in format of AOC-2 pursuant to clause (h) of sub¬
section (3) of section 134 of the Act and applicable rules of the Companies Act, 2013 form part of this report
is NIL

23.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION
&REDRESSAL) ACT. 2013

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere
for every women employee at the workplace and made the necessary policies for safe and secure
environment for women employee.

As per notification dt. 33/D7/2018 of the Ministry of Corporate Affairs by which amended the Companies
(Accounts) Rules 2014 issued under section 134 of the Companies Act, 2013 it is stated as under "The
Company has complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of women at work place (Prevention, Prohibition & Redressal) Act, 2013"

24. MANAGERIAL REMUNERATION:

None of the employee of your company, who was employed throughout the financial year, was in receipt of
remuneration in aggregate of sixty lakh rupees or more or if employed for the part of the financial year was
in receipt of remuneration of five lakh rupees or more per month.

25. CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions
shall not apply in respect of the following class of the Companies:

A. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not
exceeding Rs. 25 Crore, as on the last day of the previous financial year

B. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of
Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report
for the financial year 2024-25.

26. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.
Anuj Bansal, Practicing Company Secretaries to carry out Secretarial Audit for the financial year 2025-25.
The Secretarial Audit report is annexed as "Annexure - C" to this Report. The report does not contain any
qualifications. The Auditors'' Report does not contain any qualifications, reservations or adverse remarks.

27. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis
of the Company for the year under review is presented in a separate section forming the part of the Annual
Report is attached here with as a Annexure D.

28. EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the
Companies (Management and Administration) Rules, 2014, the extract of annual return as on 31st March
2025 will be available on the website of the Company i.e., at https://www.sharpchucks .com/

29. BOARD EVALUATION

As per provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of
Directors has carried out an annual evaluation of its own performance, Board Committees and individual
Directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such
as structure, composition, experience, performance of specific duties and obligations, quality of decision
making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance,
participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination
Committee and Audit Committee and also discussed various initiatives to further improve the Board
effectiveness.

30. RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate Risk Management Policy for
identifying the element of risk which, in the opinion of the Board may threaten the existence of the
Company and safeguarding the Company against those risks.

31. CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key
Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct
is a must for every employee, including Board members and senior management personnel of the
Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional
work. The Code of Conduct enjoins that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and observe
corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the
Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board
members and senior management personnel affirm compliance with the Code of Conduct annually and The
Company has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI
(Listing Obligations and Disclosure Requirements.

32. Details of establishment of vigil mechanism for directors and employees
Policies Adopted

The Company has adopted various policies

• Whistleblower Policy

• Related Party Transaction Policy

• Policy for Preservation of documents and Archival Policy

• Insider Trading policy

• Code for Fair Disclosures

• Determination of Materiality Policy

• Familarisation Programme for Independent Directors

• Board Performance Evaluation Policy

• Code of Conduct

• Code of Ethics

• Code of Conduct and Appointment of Independent Directors

33. WEB ADDRESS

Web address of the company is https://www.sharpchucks.com/

34. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

35-DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE. 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the financial year 2024-25.

36. 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

As Company has not done any one time settlement during the year under review hence no disclosure is
required.

37. ACKNOWLEDGEMENTS

Your Directors'' wishes to place on record its sincere thanks to all the Customers, Suppliers, Bankers and
Central and State Government Authorities for extending support to your Company. The Board also places on
record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and
trust on the Board.

FOR AND ON BEHALF OF BOARD OF DIRECTORS OF
SHARP CHUCKS & MACHINES LIMITED

SD/- SD/-

MR. AJAY SIKKA MS. GOPIKA SIKKA

MANAGING DIRECTOR WHOLE-TIME DIRECTOR

DIN:00665858 DIN: 00665904

DATE:- 06.09.2025
PLACE:- JALANDHAR

---

Mar 31, 2024

Your Directors have pleasure in presenting their 30^th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31^st, 2024.

1. Financial summary or highlights/Performance of the Company

During the year under review, performance of your company as under:

(In lacs)

Particulars	2023-2024	2022-2023
Total Revenue	20201.70	17706.86
Profit Before Exceptional & extraordinary items& tax	852.13	723.19
Finance Charges	954.80	853.46
Provision for Depreciation	651.20	568.64
Net Profit Before Tax	852.13	723.19
Tax Expense	241.56	249.79
Net Profit After Tax	610.47	473.39
Balance of Profit brought forward	610.47	473.39

Proposed Dividend on Equity Shares	0	0
Tax on proposed Dividend	0	0

The Company achieved total revenue of Rs.20,201.70 lakhs in the reporting period as compared to Rs. 17,706.86 crores in the previous year , whereas the company achieved profit (after tax) of Rs.610.47 lakhs as compared to Rs. 473.39 lakhs in the previous year . The Company has yet again crossed Rs 200 crores(Gross)revenue in the current reporting period and further your company is looking forward to achieve target of 300 crores in the current financial year

2. Dividend

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

3. Reserves

Amount of Rs.20,00,000 is transferred apart from the profits for the current year to the Balance Sheet during the financial year ended March 31, 2024.

4. Change in the nature of business, if any

No Change in the nature of the business of the Company done during the year.

Listing Information

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE460Q01014.

Statement Pursuant To Listing Agreement

The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge Platform). The Annual Listing fee for the year 2024-25 has been paid.

5. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

6. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future-

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use. The Company''s internal controls are supplemented by an extensive programme of internal audit, review by management and documented policies, systems support, guidelines and procedures. The internal control is designed to ensure that financial and other records are reliable for preparing financial information and other data.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company .

10. Deposits

The Company has neither accepted nor renewed any deposits during the year under review. However there are unsecured loans from Directors amounting to Rs.75.92 lakhs .

11. Statutory Auditors

M/s Sharp & Tannan , Chartered Accountants,205-207, Ansal Tower 38, Nehru Place New Delhi-110019 (Firm Registration No. 000452N) has been reappointed as Statutory Auditors for a period of 5 years for FY 2019-2024 is retiring in the forthcoming annual general meeting of the company

12.Internal Auditors

M/s R.P. Gupta & Associates, Chartered Accountants, Jalandhar has been appointed as the Internal Auditors of the company .

Cost Auditor

M/s S.K .Verma & Associates , cost accountants (Firm No 101072) has been appointed as the Cost Auditor for the financial year 2023-2024.

13. Auditors'' Report

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

14. Share Capital

A) Issue of equity shares with differential rights

The Company has not issued any Equity Shares with differential rights during the year under review.

B) Issue of sweat equity shares

The Company has not issued any Sweat Equity Shares during the year under review.

C) Issue of employee stock options

The Company has not provided any Stock Option Scheme to the employees.

15. Number of meetings of the Board of Directors& Details of last Annual General Meeting

During the year under review total 8(Eight) Meetings of the Board was met 08(Eight) times in below mentioned date:

• 29 April 2023

• 30 June 2023

• 07 September 2023

• 23 September 2023

• 09 October 2023

• 10 October 2023

• 18 December 2023

• 05 March 2024

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standard issued by the ICSI.

S. No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Mr Ajay Sikka	Managing Director	8	8	0
2	Mrs Gopika Sikka	Executive Director	8	8	0
3	Mr Rahul Sharma	Non-Executive Director	8	8	0
4.	Mr. Avinash Shripad Joshi	Non-Executive Director	8	8	0
5.	Mr.Manmohan Puri	Non-Executive Independent Director	8	8	0
6.	Mr.Suraj Singhal	Non-Executive Independent Director	8	5	3

COMMITTEE(S) AND THEIR MEETINGS THEREOF: Currently, the Board has three committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Remuneration Committee.

AUDIT COMMITTEE

The Audit Committee of the Board is responsible for oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, adequate and credible; and for reviewing the annual financial statements before submission to the Board. The Committee periodically reviews the adequacy of internal control systems.

The Committee reviews the financial and risk management policies of the Company.

During the Financial Year under review 05 (Five) meetings of the Audit Committee were convened and held.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel. During the year under review One (1) meeting of the Nomination and Remuneration Committee. STAKEHOLDER RELATIONSHIP COMMITTEE

The company has duly constituted stakeholder relationship committee u/s 178(5) of Companies Act, 2013 consisting of chairman who shall be non-executive and the members decided by the board.

During the year under review One (1) meeting of the Stakeholder Relationship Committee

16. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure A and is attached to this report.

17. Directors:

A) Changes in Directors and Key Managerial Personnel

During the period under review, following changes has taken place :-

Mr Mahendra Lodha has resigned from the post of Nominee Director w.e.f 09.06.2023.

18. Audit Committee

Our Company has constituted an Audit Committee as per Section 177 and other applicable provisions of Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and applicable Clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines.

19. CORPORATE SOCIAL REPONSIBILTY (CSR)

The details of the CSR has been annexed to the this board report.

20. Changes in Share Capital

During the Financial Year 2023-2024, there was no change in the authorized capital and however there was change in Paid up Share Capital of the company during the period under review.

During the year, the Company came up with an INITIAL PUBLIC ISSUE (IPO) of equity size of 2,904,000 Equity Shares, each having a Face Value of Rs 10 and a Premium of Rs 48 per Equity Share at a collective price of Rs.58 per equity share. This IPO included an Offer for Sale (OFS) of 1,928,516 Equity Shares held by SIDBI Trustee Company Limited A/c India Opportunities Fund and included a fresh issue of 975,484 Equity Shares, each with a Face Value of Rs 10 and a Premium of Rs 48 per Equity Share at a collective price of Rs.58 per equity share. The issue was fully subscribed, and the Company''s Shares were listed on the SME EMERGE Platform of National Stock Exchange of India (''NSE EMERGE'') on October 12, 2023.

Accordingly the Paid up capital was Rs 9,78,43,080 comprised of 97,84,308 equity shares, pursuant to the IPO , the Paid up capital has been increased to Rs.10,75,97,920 comprising of 1,07,59,792 equity shares .

21. Particulars of loans, guarantees or investments under section 186

The company has not given any loan, guarantees or has not made any investments.

22. Particulars of contracts or arrangements with related parties:

There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Further, details of material related party transactions as required to be provided in format of AOC-2 pursuant to clause (h) of subsection (3) of section 134 of the Act and applicable rules of the Companies Act, 2013 form part of this report.

23. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition &Redressal) Act, 2013. Further Company ensures that there is a healthy and

safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

As per notification dt. 31/07/2018 of the Ministry of Corporate Affairs by which amended the Companies (Accounts) Rules 2014 issued under section 134 of the Companies Act, 2013 it is stated as under "The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at work place (Prevention, Prohibition &Redressal) Act, 2013"

25. Managerial Remuneration:

None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of sixty lakh rupees or more or if employed for the part of the financial year was in receipt of remuneration of five lakh rupees or more per month.

26. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Anuj Bansal, Practicing Company Secretaries to carry out Secretarial Audit for the financial year 2023-24. The Secretarial Audit report is annexed as "Annexure - III" to this Report. The report does not contain any qualifications. The Auditors'' Report does not contain any qualifications, reservations or adverse remarks.

Management Discussions & Analysis Report

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as a Annexure.

Extract Of Annual Return

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return as on 31st March 2024 will be available on the website of the Company i.e., at https://www.sharpchucks .com/

BOARD EVALUATION

As per provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate Risk Management Policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board members and senior management personnel affirm compliance with the Code of Conduct annually and The Company has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements.

27. Details of establishment of vigil mechanism for directors and employees

The Company has implemented vigil mechanism for the directors & employees.

28. Corporate Governance Certificate

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

29. Policies Adopted

The Company has adopted various policies :-

• Whistleblower Policy

• Related Party Transaction Policy

• Policy for Preservation of documents and Archival Policy

• Insider Trading policy

• Code for Fair Disclosures

• Determination of Materiality Policy

• Familarisation Programme for Independent Directors

• Board Performance Evaluation Policy

• Code of Conduct

• Code of Ethics

• Code of Conduct and Appointment of Independent Directors

30. Web address

Web address of the company is www.sharpchucks.com.

31. Directors'' Responsibility Statement

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

32. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

33. 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

As Company has not done any one time settlement during the year under review hence no disclosure is required.

34. Acknowledgements

Your Directors'' wishes to place on record its sincere thanks to all the Customers, Suppliers, Bankers and Central and State Government Authorities for extending support to your Company. The Board also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board.

By Order of the Board of Directors For Sharp Chucks & Machines Limited

Sd/- Sd/-

Mr. Ajay Sikka Mrs. Gopika Sikka

Designation: Managing Director Designation: Director & CFO

DIN :00665858 DIN :00665904

Date :06.09.2024

Place: Jalandhar