Sharp India Ltd

To

The Members,

Your Directors have pleasure in presenting their Thirty Ninth Report together with the Audited Financial Statement of Accounts for the year ended on March 31, 2024.

1. FINANCIAL RESULTS

The Company’s financial performance for the financial year March 31, 2024, is summarized below:

Rs. In Lacs

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

2023 - 2024 is Rs. 1785.32 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

In accordance with the provisions of section 139 of

Companies, Act, 2013, M/s G.D Apte & Co, Chartered Accountants 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 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting of the Company. The Company has received confirmationfrom 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, 2024 is part of the Annual Report.

The Board of Directors on recommendation of Audit

Committee, had appointed M/s. C.S. Adawadkar & Co,

Practicing Cost Accountant, as the Cost Auditor for the financial year ended on 31st March, 2024 on a remuneration of Rs 40,000 (Forty Thousand Only) plus out of pocket expensed and applicable taxes. 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 either maintain cost records, or conduct cost

Audit. The Company has on multiple occasions written to the Ministry of Corporate affairs to seek exemption from Companies (Cost Records and Audit) Rules, 2014 based on the criteria set, but has not received the response yet. The Company will liaison with the Ministry of Corporate Affairs to close/terminate/cancel the CRA-2 filed by the Company for the appointment of Cost Auditor.

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 as the ‘Secretarial Auditors’ of the Company for the financial year 2023-2024. The Secretarial Audit Report given by M/s. SVD & Associates, Practicing Company Secretaries for the financial year 2023-2024 is annexed as

Annexure - B.

As per regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 and SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 is available on the website of the company www.sharpindialimited.com.

7. CORPORATE GOVERNANCE

The Company is committed to achieving and adhering to the highest standards of corporate governance and it constantly benchmarks 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 2023-24 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, nine Board Meetings were convened on June 13, 2023, October 07, 2023, November 09, 2023, November 27, 2023, December 16, 2023, December 30, 2023,

January 25, 2024, February 13, 2024 and March 29, 2024. 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 2024, 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 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.

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(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

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.

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; sufficient devote time and attention to his professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

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 QULIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE (1) BY THE STATUTORY AUDITORS IN THEIR REPORT AND BY THE COMPANY SECRETARIES IN PRACTICE IN THEIR SECRETARIAL AUDITforthe REPORT:

We draw your attention to Note No. 33 to the financial statements which states that the Company has ceased business operations from the financial year ended March 31, 2016 and incurred net loss of Rs. 1,785.32 Lakhs for the year ended March 31, 2024 and accumulated losses aggregate to Rs. 14,729.05 Lakhs as of

March 31, 2024. 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 certain service agreements with group companies and continued 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 period ended March 31, 2024, Company incurred a loss of Rs. 1,785.32 Lakhs and the accumulated loss as at March

31, 2024 is Rs. 14,729.05 Lakhs. There was no production of LED TVs from April, 2015 (except in August 2015) and of Air

Conditioners since June, 2015 in the absence of any orders. The

Company continues to receive financial and operational support from Sharp Corporation, Japan, the majority shareholder and holding company.

The support letter has been received as at 31st March 2024, from Sharp Corporation, Japan for financial and operational support until 31st March 2025. Sharp Corporation, Japan is a group company of Hon Hai/Foxconn Group, one of the world’s largest contract electronics manufacturer.

Based on this continued support from the holding company, and the fact that the Company has entered into (i) Basic Services

Agreement with Sharp Corporation dated 3rd June, 2021, and (ii) Service Agreement with Sharp Business Systems (India)

Private Limited dated 1st June, 2021, for the revival of business operations, the management is of the opinion that the Company will be able to continue as a going concern.

Further, the management based on prima facie assessment, is of the opinion that the values of the assets (except freehold land) and liabilities disclosed in the financial statements are close to their fair value and no material impact would possibly be there on financial statements if actual exercise of fair valuation is undertaken.

1. As per provision of Regulation 33(3)(a) and 33(3)(d) of SEBI

(LODR) there were a delay in submission of financial results for following quarters and theCompanypaidnecessaryfineas per

SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023: a) audited financial results along with audited report of statutory auditors for quarter and financial year ended on March 31, 2023 by 181 days consequently the Company paid fine of Rs. 2,40,000/- plus GST to the stock exchange; b) unaudited quarterly financial results along with the limited review report of statutory auditors for quarter ended on June 30, 2023 by

123 days consequently the Company paid fine of Rs. 2,45,000/ plus GST to the stock exchange and c) unaudited quarterly financial results along with the limited review report of statutory auditors for quarter ended on September 30, 2023 by 33 days upto the date of suspension consequently the Company paid fine of Rs. 1,45,000/- plus GST to exchange.

2. As per provision of Regulation 29(1)(a) of SEBI (LODR) there were following delay in intimation to the stock exchange about the dates of Board Meetings: a) November 27, 2023 in which financial results for quarter and financial year ended on March 31, 2023 were approved by shortfall of 4 days; b) December 16, 2023 in which financial results for quarter ended on June 30, 2023 were approved by shortfall of 5 days and c) December 30, 2023 in which financial results for quarter ended on September 30, 2023 were approved by shortfall of 5 days.

3. Listed entity had not submitted the financial statements for the two consecutive quarters ended on March 31, 2023 and June 30, 2023 consequently: a) Entire shareholding of the promoters was frozen w.e.f. August 03, 2023; b) The script of the listed entity was shifted to "Z" category by BSE

Limited w.e.f. October 30, 2023 and c) Trading of securities suspended w.e.f. December 18, 2023.

The observations made by the Secretarial Auditor are self-explanatory and do not call for any further clarification from the Management as there had been delay in submission of financials for the various quarters and the Company has paid all the necessary fine imposed by the concerned authorities. Further the Company has taken necessary measures to declare the financial results within prescribed time from quarter ending December 31, 2023 onwards.

The Company has not given any loans, guarantees or has not made any investments during the financial year 2023-2024 under review.

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 31st March 2024. 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.

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

There are no Material changes and commitments, affecting the financialposition of the Company which have occurred between the end of the financial financial statements relate and the date of this report.

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.

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.

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.

During the year Mr. Masao Terada was appointed as an Additional Director (Non-executive) w.e.f 3nd March 2023 and the said appointment was approved by members by way of Postal Ballot effective from 14th April 2023. Further Mr. Masahiko Nakagawasai was appointed as Managing Director for the period of three years upto 15th November 2023. Based on the recommendation of

Nomination and Remuneration Committee, he was re- appointed for the further period of next three months from 16th November

2023 to 15th February 2024 and the same was approved by the members in the Annual General Meeting held on December 29, 2023. During the year, Mr. Masahiko Nakagawasai tendered his resignation from the position of Director of the Company w.e.f January 31, 2024. Mr. Makarand Date was appointed as an Additional Director w.e.f January 25, 2024. Subsequently he was designated as Managing Director of the Company w.e.f February 01, 2024, Further, the shareholders approved by way of postal ballot on March 23, 2024 the appointment of Mr. Date as a Director and Managing Director of the Company.

Further, Mr. Chandranil Belvalkar, Company Secretary and Mr. Sunil Sane, Chief Financial Officer of the Company had resigned w.e.f November 09, 2023. Mr. Srirang Mahabhagwat was appointed as Company Secretary of the Company w.e.f December 11, 2023 and Mr. Jaideep Palsule was appointed as Chief Financial Officer of the Company w.e.f January 25, 2024.

Appointment of Independent and Non-Independent Directors The Board of directors in the Board meeting held on August 13, 2024 has recommended the appointment of Mr. Nachiket Deo as Independent, Non-Executive Directors w.e.f from November 1, 2024.

The Board of directors in the Board meeting held on August 13, 2024 has recommended the appointment of Mr. Makoto Izumi as

Non-Independent, Non-executive Director w.e.f from November 1, 2024, in place of Mr. Masao Terada who has tendered his resignation as a Director w.e.f. from October 31, 2024.

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.

Directors proposed to be re-appointed at ensuing Annual General Meeting

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Masao Terada retires by rotation as Director of the Company and being eligible he has offered himself for re-appointment till October 31, 2024. 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.

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

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

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 1st October 2017. The Company is in compliance with the revised secretarial standards.

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.

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 the details of which would need to be mentioned in the Board’s report.

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 qualificationgiven by the auditors is a case of judgment 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.

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.

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.

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 compliant 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 filed during the financial year: Nil b. Number of Complaints disposed off during financial year: Nil c. Number of Complaints pending as on end of the financial year: Nil.

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 cooperation 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.