Your Directors have pleasure in presenting their Fortieth Report together
with the Audited Financial Statement of Accounts for the year ended
on March 31, 2025.

1. FINANCIAL RESULTS

The Company’s financial performance for the financial year ended
March 31, 2025, is summarized below:

Rs. In Lakhs

2. PERFROMANCE & OPERATIONS:

Gross Revenue from operations during the year under review
was Rs. Nil. The net loss of the Company for the fiscal year
2024 - 2025 is Rs. 1,928.71 Lakhs. There is no production of
LED TVs since April 2015 (Except in the month of August 2015)
and of Air conditioners since June 2015 in the absence of any
orders. Further there was no change in the nature of business.

3. MANAGEMENT DISCUSSION ANALYSIS:

The Management Discussion Analysis and the report on Corporate
Governance are attached to the Directors’ Report and form part
of this Annual Report.

4. INDUSTRIAL RELATIONS:

Industrial Relations have been and continue to be harmonious
and cordial.

5. AUDITORS:

i) Statutory Auditors:

In accordance with the provisions of section 139 of Companies,
Act, 2013, M/s G.D Apte & Co, Chartered Accountants (ICAI
Registration No. 100 515W) were appointed as statutory
Auditors of Company for a period of 5 years commencing
from the conclusion of 37^th Annual General Meeting till the
conclusion of 42^nd Annual General Meeting of the Company.
The Company has received confirmation from Auditors that
they are eligible to continue as the statutory auditors of the
Company.

During the year under review, there were no frauds reported
by the Auditors to the Audit Committee or Board under section
143 (12) of Act.

The report given by M/s G.D Apte & Co, Chartered
Accountants Chartered Accountants on financial statement
for the year ended March 31, 2025 is part of the Annual
Report.

ii) Cost Auditors:

The Board would like to submit that based on the criteria
provided by the Companies (Cost Records and Audit) Rules,
2014, the Company is not required to maintain cost records
and conduct cost Audit. During the current period as the
Company still continues to be out of the purview of turnover
criteria provided under the Companies (Cost Records and
Audit) Rules, 2014, the Company has not appointed Cost
Auditor for financial year 2025-26.

The Company has communicated its intention to discontinue
cost audit to the Ministry of Corporate affairs from time to
time during the last three years. However, the Company has
not received any response.

iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and regulation 24A
of SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015 the Board of Directors of the Company
appointed M/s. SVD & Associates, Practicing Company
Secretaries (Firm Unique Code: P2013MH031900) as the
‘Secretarial Auditors’ of the Company for five consecutive
years commencing from FY 2025-2026 to FY 2029-2030
based on the recommendation of Audit Committee of
Directors and subject to the approval of the Members at
the ensuing AGM of the Company. They have confirmed
that their appointment complies with the eligibility criteria in
terms of Listing Regulations. The resolution seeking Members’
approval for their appointment forms part of the Notice.

The Secretarial Audit Report given by M/s. SVD & Associates,
Practicing Company Secretaries for the financial year 2024¬
2025 is annexed as Annexure - B.

As per regulation 24A of SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015 the Company has
submitted the Annual Secretarial Compliance Report, issued
by M/s. SVD & Associates, Practicing Company Secretaries
with the BSE Limited where shares of the Company are
listed. It is also available on the website of the Company
www.sharpindialimited.com.

6. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3) (a) of the
Companies Act, 2013 read with Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return
of the Company as on March 31, 2024, filed with Registrar of
Companies, is available on the website of the Company www.
sharpindialimited.com. The Company shall upload the annual
return for FY 2024-25 on the website of the Company once the
same is filed with Registrar of Companies.

7. CORPORATE GOVERNANCE:

The Company is committed to achieving and adhering to the
highest standards of corporate governance and it constantly
benchmark itself with best practices in this regard. A report
under regulation 34 of SEBI (Listing Obligations & Disclosure
Requirements) Regulation, 2015 on corporate governance for
financial year 2024-25 along with a certificate issued by the
Company Secretary in whole time practice confirming compliance

with the mandatory requirements as stipulated in chapter IV of
the listing regulations, forms part of this report.

8. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, five Board Meetings were held on
May 29, 2024, August 13, 2024, October 29, 2024, December
13, 2024 and February 11, 2025. The time gap between two
consecutive meetings did not exceed one hundred and twenty
days. The details of which are given in the Corporate Governance
Report.

9. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3) (c) and 134 (5) of
the Companies Act, 2013, in respect of Directors’ Responsibility
Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial
year ended on 31st March 2025, the applicable
accounting standards have been followed and that there are
no material departures;

b) the Directors have 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 loss of the Company for that
period;

c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

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

e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively;

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT
DIRECTORS:

All Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015. In the opinion of the Board, there has been no change in
the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience of all Independent Directors
on the Board.

11. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT,
AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES
AND INDEPENDENCE OF A DIRECTOR:

The Board had on the recommendation of the Nomination and
Remuneration Committee framed a policy for selection and
appointment of Directors, Key Managerial Personnel and Senior
Management Personnel and their remuneration. The policy is
appended as ‘Annexure - A’ to this Report. The said policy is
also available on the website of the Company and the link of
the same is ; https://www.sharpindialimited.com/media/original/
Nomination-and-Remuneration-Policy.pdf

Criteria for Determining Qualifications. Positive Attributes &
Independence of Director (Evaluation Criteria):

i. Qualifications of Director:

A director shall possess appropriate skills, experience and
knowledge in one or more fields of engineering, finance,
law, management, sales, marketing, administration, research,
corporate governance, operations or other disciplines related
to the Company's business.

ii. Positive attributes of Directors:

A director shall be a person of integrity, who possesses
relevant expertise and experience and who shall uphold
ethical standards of integrity and probity; act objectively and
constructively; exercise his responsibilities in a bona-fide
manner in the interest of the Company; devote sufficient
time and attention to his professional obligations for informed
and balanced decision making; and assist the Company in
implementing the best corporate governance practices.

iii. Independence of Independent Directors:

An Independent director should meet the requirements of
the Companies Act, 2013 and SEBI Listing Regulations 2015
concerning independence of directors.

12. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY
QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR
DISCLAIMER MADE (1) BY THE STATUTORY AUDITORS IN
THEIR REPORT AND (2) BY THE COMPANY SECRETARIES
IN PRACTICE IN THEIR SECRETARIAL AUDIT REPORT:

(1) Statutory Auditors qualification/comments on Company’s
financial statement.

We draw your attention to Note No. 33 to the financial statements
which states that the Company has ceased production and revenue
operations from the financial year ended March 31, 2016 and
incurred net loss of Rs. 1,928.71 Lakhs for the year ended March
31, 2025 and accumulated losses aggregate to Rs. 16,657.76
Lakhs as of March 31, 2025. There is no production of LED
TVs from April, 2015 and of Air Conditioners since June, 2015
onwards in the absence of any orders. However, the management
considers the going concern assumption as appropriate in view
of continued financial and operational support from the holding
company.

Significant time has elapsed after cessation of the production
activity and in the absence of Board approved business plan
and scheme of revival, the impact on the financial statements
which have been prepared by the management under the going
concern assumption, cannot be ascertained.

Management response to statutory Auditors qualification /
comment on the Company’s financial statement.

During the quarter and year ended on March 31, 2025, the
Company incurred a loss of Rs. 457.13 Lakhs and Rs. 1,928.71
Lakhs respectively. The accumulated losses of the Company
as at March 31, 2025, are Rs. 16,657.76 Lakhs. There is no
production of LED TVs from April, 2015 and of Air Conditioners
since June, 2015 onwards in the absence of any orders.

However, the Company continues to receive financial and
operational support from Sharp Corporation, Japan, the majority
shareholder and holding company and as at March 31, 2025, the
Company has received a support letter from Sharp Corporation,
Japan for financial and operational support until March 31, 2026.
Based on this continued support from the holding company, the
management is of the opinion that the Company will be able to
continue as a going concern. Nevertheless, the recognition and
measurement of assets has been considered at cost in case of
Freehold Land and that in case of other assets, at lower of their
carrying value or net realizable value. Therefore, in the opinion
of the management, no further adjustments would be required if
going concern assumption is not considered as appropriate.

(2) OBSERVATIONS / COMMENTS IN SECRETARIAL AUDIT
REPORT.

The suspension of trading in securities of the Company for non¬
compliances of Regulation 33 of SEBI (LODR) for FY 2023-24
and trading in the shares was allowed on Trade for Trade basis
in Z group only on the first trading day of every week for six
months w.e.f. December 18, 2023. The trading in securities
was fully suspended w.e.f. July 9, 2024. After submission of
requisite documents and payment of necessary fees and fine to
BSE Limited, suspension was revoked and trading in shares of
Company resumed w.e.f. February 05, 2025.

Management response to Secretarial Auditors observations
/ comments.

The observations made by the Secretarial Auditor are self¬
explanatory and do not call for any further clarification from the
Management. The Company has paid the necessary fine and fees.
Further on submission of requisite documents the suspension
of share trading was revoked and share trading resumed w.e.f
February 5 2025.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loans, guarantees or has not
made any investments during the financial year 2024-2025 under
review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

The Company has obtained prior approval of the Audit Committee
for all the related party transactions entered into by the Company
for the financial year ended on 31^st March 2025. A statement
giving details of all related party transactions entered pursuant
to the approval so granted is placed before the Audit Committee
for their review on a quarterly basis. The policy on related
party transactions as approved by the Board of Directors has
been displayed on the website of the Company https://www.
sharpindialimited.com.

Pursuant to Section 134 of the Act, read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, the particulars of transactions
with related parties are provided in Form AOC-2 which is annexed
as Annexure “C” to this report. Related Party disclosures as
per Ind AS 24 have been provided in Note 29 to the financial
statements.

15. THE STATE OF THE AFFAIRS OF THE COMPANY:

State of Company’s affairs has been covered as a part of this
report under the financial results & Management Discussion and
Analysis (MD&A).

16. THE AMOUNT, IF ANY, WHICH, IT PROPOSES TO CARRY TO
ANY RESERVES: Nil

17. THE AMOUNT, IF ANY, WHICH IT RECEOMMENDS SHOULD
BE PAID BY WAY OF DIVIDEND: Nil.

18. 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:

There are no Material changes and commitments, affecting the
financial position of the Company which have occurred between
the end of the financial year on 31 ^st March, 2025 to which the
financial statements relate and the date of this report.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO etc.:

Conservation of Energy & Technology Absorption etc:

The Company is conscious about its responsibility towards
environment protection and it lays great emphasis towards a safe
and clean environment and continues to adhere to all regulatory
requirements and guidelines.

Expenditure on Research & Development

Foreign Exchange Earnings and Out go:

20. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy pursuant to
section 134 of the Companies Act, 2013. Your Company believes
that managing and mitigating the risk maximizes the returns. Risk
management comprises all the organizational rules and actions
for early identification of risks in the course of doing business
and the management of such risks. The Company identifies all
strategic, operational & financial risks by analyzing and assessing
the operations of the Company.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY:

This policy is not applicable to the Company at present.

22. MANNER OF ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES
AND OF DIRECTORS:

As per the policy and criteria laid down by the Nomination &
Remuneration Committee, provisions of the Companies Act 2013 &
SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the performance evaluation of the independent directors
was carried out by the entire board, excluding the Director being
evaluated and the performance of the non- independent directors
was carried out by the independent directors who also reviewed
the performance of the Board as a whole. The Board’s functioning
was evaluated on various aspects including structure of the Board,
and qualifications, experience of the directors being evaluated.
The evaluation of Committees was carried out by Board Members.

23. THE DETAILS OF DIRECTORS, KEY MANAGERIAL
PERSONNEL:

a) Appointment and resignation during the year

During the year Mr. Masao Terada has resigned as an Non¬
executive Director w.e.f October 31, 2024. Mr. Prashant Asher
and Ms. Bhumika Bhatra has retired as Independent Directors
of Company w.e.f November 11, 2024 due to completion of their
tenure. Further Mr. Makoto Izumi was appointed non- executive
Director of Company w.e.f November 1, 2024 and has resigned
on same day w.e.f November 1, 2024 due to his preoccupation.
Mr. Nachiket Deo was appointed as Non- Executive Independent
Director w.e.f 1^st November 2024. Mrs. Archana Lakhe was
appointed as Additional Non- Executive Independent Director
w.e.f November 1, 2024 and Mr. Shoki Tano was appointed as
Additional Non- Executive Director w.e.f 13^th December 2024.
The shareholders approved their appointment as non- executive
Independent Director and non- executive Director respectively by

way of postal ballot on January 20, 2025.

Further, Mr. Srirang Mahabhagwat, Company Secretary of the
Company had resigned w.e.f December 20, 2024 and Mr.
Chandranil Belvalkar was appointed as Company Secretary of
the Company w.e.f December 20, 2024.

b) Director proposed to be re-appointed at the ensuing Annual
General Meeting

In accordance with the provisions of Companies Act, 2013 and
the Articles of Association of the Company, Mr. Naoki Hatayama
non-executive Director retire by rotation as Director of the Company
and being eligible he has offered himself for re-appointment at
the ensuing AGM.

Mr. Abhijeet Bhagwat was appointed as an independent director
vide postal ballot resolution passed on December 31, 2020 for a
period of five years w.e.f October 02, 2020 to October 01, 2025.
Further Based on the recommendation of the Nomination and
Remuneration Committee, his re-appointment for a second term
of five years is proposed at the ensuing AGM for the approval of
the Members by way of special resolution. The resolution seeking
his appointment forms part of the notice.

Pursuant to the provisions of Section 149 of the Act, the
independent directors have submitted declaration that they
meet the criteria of independence as provided in Section 149(6)
of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”). He has further affirmed compliance
of Code of Conduct for Directors and Senior management person
and Schedule IV of the Act. There has been no change in the
circumstances affecting their status as independent director of
the Company. The brief details and justification for appointment
of Mr. Abhijeet Bhagwat is given in the Notice of the Annual
General Meeting.

During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees for the purpose of attending
meetings of the Board/Committee of the Company.

The Criteria for selection/ appointment of Independent Directors
and Non-Executive Non-Independent Directors include skills,
expertise, qualifications, experience and leadership, managerial
experience, diversity, risk management and corporate governance.
In the opinion of the board of directors above mentioned Directors
possess such skills.

24. THE NAMES OF THE COMPANIES WHICH HAVE BECOME
OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE
OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no companies which have become/ceased to be
subsidiaries, joint ventures and associate companies during the
year.

25. DEPOSITS:

The Company has not accepted any Deposits under Chapter V
of the Companies Act, 2013 during the year under review.

26. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the
Secretarial Standards on Meetings of the Board of Directors
(SS-1) and Secretarial Standards on General Meetings (SS-2)
with effect from 1^st October 2017. The Company is in compliance
with the revised secretarial standards.

27. SIGNIFICANT AND MATERIAL ORDERS:

During the period no significant material orders have been passed
by the Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future operations.

28. REPORTING OF FRAUDS BY AUDITORS

During the reporting year, neither the statutory auditors nor the
secretarial auditor has reported to the audit committee, under
Section 143 (12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board’s
report.

29. INTERNAL FINANCIAL CONTROLS:

Company has appropriate and adequate internal financial control
systems in place considering the nature and size of the business.
These are regularly tested by Internal and statutory Auditors of
the Company. The Internal Audit observations & the corrective/
follow-up actions are reported to the Audit Committee. The
controls were tested and no reportable material weaknesses.
The qualification given by the auditors is a case of judgement
and in our opinion does not affect the internal financial controls
system put in place by the Company. Further it does not have
any material impact on the financials of the Company.

30. INFORMATION FORMING PART OF THE DIRECTORS REPORT
PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT,
2013 AND RULE NO. 5 OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:

The relevant information required to be given under section 197(12)
of the Companies Act, 2013 and Rule no. 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed at 'Annexure - D' to this Report.

31. COMPOSITION OF THE COMMITTEES

Composition of the Audit and other committees and other relevant
information has been given in the section ‘Corporate Governance’.

32. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a
formal vigil mechanism to the directors and employees to report
concerns about unethical behavior, actual or suspected fraud. The
Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee to report
the concerns. During the year under review your Company has
not received any complaints, under the said mechanism. This
policy has been posted on the website of the Company- www.
sharpindialimited.com.

33. FAMILIARIAZATION PROGRAM OF INDEPENDENT
DIRECTORS:

Familiarization programs are conducted for the independent
directors of the Company to make them familiar with the
Company’s policies, operations, business models etc. and the
details about the same are available on the website of the
Company www.sharpindialimited.com.

34. POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN
AT THE WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 AND COMPLIANCE UNDER
MATERNITY BENEFIT ACT, 1961:

The Company is in compliance with the requirements under the
Maternity Benefit Act, 1961. Further Company has zero tolerance
for sexual harassment at the workplace and in terms of the
provisions of the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company
has formulated a policy to prevent sexual harassment of women
at the workplace. The policy aims to provide protection to the
women employees at the workplace and prevent and redress
the complaints of sexual harassment at the workplace. Internal
complaint committee has been setup for redressal of complaints
received regarding sexual harassment. All employees are covered

under the policy. Disclosure of cases/status during the year under
review Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

a. Number of complaints of sexual harassment received in the
year: Nil

b. Number of complaints disposed of during the year : Nil

c. Number of cases pending for more than Ninety days: Nil.

35. ACKNOWLEDGEMENTS:

Your Directors express their gratitude for the valued and timely
support and guidance received from Sharp Corporation, Japan

and also wish to place on record their appreciation for the co¬
operation extended by the Bankers, Financial Institutions and
its valued investors. The Board also acknowledges the untiring
efforts and contribution made by the Company’s employees.

For and on behalf of the Board of Directors

Makarand Date Abhijeet Bhagwat

Managing Director Director

DIN: 08363458 DIN: 01981922

Date: : August, 08, 2025 Date: August 08, 2025
Place: Pune Place: Pune