Your directors have pleasure in submitting the 48^th Annual Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March, 2025.

Summary of Financial Results: (Rs. in Lacs)

The summarized financial performance of the Company for the year under review as
compared with previous year's figures are given hereunder:

OPERATIONAL REVIEW:

Gross revenues for this financial year stood at Rs. 0.03 Lakhs as against profit of Rs. 0.16
Lakhs in the previous year. After providing for depreciation and taxation the net profit of
the Company for the year under review was placed at Rs. 0.02 Lakhs as compared to the
profit of Rs. 0.12 Lakhs incurred during the previous year registering a growth in the
revenues of the company. Company has delivered a slightly better performance both in
terms of profitability and turnover driven by a strong focus on operational efficiency and
market diversification.

DIVIDEND:

In view of Accumulated Loss in the Balance Sheet your directors do not recommend any
dividend for the year under operation. The provisions of section 125(2) of the companies
Act, 2013 does not apply to the company for the year under review.

SHARE CAPITAL:

The paid-up equity capital as on March 31, 2025 was Rs 2420.98 Lakhs. The company has
not issued shares with differential voting rights nor granted stock options nor sweat
equity. As on 31^st March, 2025 none of the Directors hold any instrument convertible into
equity shares of the company. The Company has paid Listing Fees for the financial year
2025-26 to BSE Limited and CSE Limited, where its equity shares are listed.

FINANCE:

Cash and cash equivalents as at March 31, 2025 was Rs. 363.01 lakhs. The company
continues to focus on judicious management of its working capital, Receivables,
inventories and other working capital parameters were kept under strict check through
continuous monitoring.

FIXED DEPOSITS:

The Company being a Non-Banking Financial Corporation (NBFC) has not accepted
deposits and as such no amount on account of principal or interest on Public Deposits was
outstanding as on the date of Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Being a NBFC Company Section 186 of Companies Act, 2013 is not applicable to the
Company. The details of the investments made by company is given in the notes to the
financial statements.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule
12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form -
MGT 9 is furnished in Annexure and is attached to this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined by the Audit Committee in consultation with the Statutory Auditor of the
Company. To maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the Chairman &
Managing Director. Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actions thereon
are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not have the requisite Net Worth nor has it achieved the requisite
turnover nor it has the requisite net profit for the year for triggering the implementation
of "corporate social responsibility" (CSR). Hence Section 135 of the Companies Act, 2013
is not applicable to the company for the period under review.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Your Company is a Non-Banking Finance Company hence information regarding disclosure
of conservation of energy is not applicable to it. However, as a part of national interest it
ensures that energy consumption is kept at minimum. There is no technology involved as
the Company is a Non-Banking Finance Company.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review the Company has NIL foreign exchange earnings/foreign
exchange out flow.

DEBENTURES:

During the financial year under review, the Company has not issued or allotted any
Debentures and does not have any outstanding Debentures.

DIRECTORS:

The Board of the company comprises with an optimum mix of Executive and Non¬
Executive Directors (including Independent Directors). Based on the Confirmation received
none of the Director of the Company is disqualified for appointment under the applicable
provisions of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence
as laid down in Section 149(6) of the Companies Act, 2013, the Listing Agreement entered
with the stock exchanges and applicable regulations of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act and Regulation 17 of the SEBI (LODR)
Regulations, the Board has carried out an annual performance evaluation of its own
performance, the Directors individually as well as the Board Committees. The evaluation
process considered the effectiveness of the Board and the committees with special
emphasis on the performance and functioning of the Board and the Committees. The
evaluation of the Directors was based on the time spent by each of the Board Members,
core competencies, expertise and contribution to the effectiveness and functioning of the
Board and the Committees.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management, and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the
year Five (5) Board Meetings, four (4) Audit Committee, Three (3) Stakeholder
Relationship Committee and Three (3) Nomination and Remuneration Committee Meetings
were convened and held. The details of which are given in the Corporate Governance
Report. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013.

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state
that:

i) In the preparation of the annual accounts, the applicable accounting standards
have been followed.

ii) The directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 or loss of the Company for the
year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively.

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

RELATED PARTY TRANSACTIONS:

All Related party transactions that were entered into during the financial year, if any, were
on an arm's length basis and in the ordinary course of business. There are no material
significant related party transactions made by the Company during the year that would
have required shareholder approval under applicable clauses and regulations of the Listing
Agreement. All related party transactions are reported to the Audit Committee. Prior
approval of the Audit Committee is obtained on a yearly basis for the transactions which
are planned and/ or repetitive in nature and omnibus approvals are taken within limits laid
down for unforeseen transactions. The disclosure under Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not
applicable. The details of the transactions with related parties during 2024-25 are
provided in the accompanying financial statements.

None of the Directors had any pecuniary relationship or transactions with the Company
during the year under review.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day-to-day business operations
of the company. The Company believes in "Zero Tolerance" against bribery, corruption
and unethical dealings / behaviors of any form and the Board has laid down the directives
to counter such acts. The code laid down by the Board is known as "code of business

conduct" which forms an Appendix to the Code. The Code has been posted on the
Company's website sharpinvestmentsltd.com. The Code lays down the standard procedure
of business conduct which is expected to be followed by the Directors and the designated
employees in their business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders. The Code gives
guidance through examples on the expected behavior from an employee in each situation
and the reporting structure. All the Board Members and the Senior Management personnel
have confirmed compliance with the Code. All Management Staff were given appropriate
training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if
any. In staying true to our values of Strength, Performance and Passion and in line with
our vision of being the respected companies in Corporate World, the Company is
committed to the high standards of Corporate Governance and stakeholder responsibility.
A high-level Committee has been constituted which investigates the complaints raised.
The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

Mr. Anand Khandelia (C.P.No.5841), Practicing Company Secretary, having office at 7/1A,
Grant Lane, Room No.206, Kolkata - 700012 has been appointed as Secretarial Auditors of
the Company for financial year ended 31st March, 2025. The Secretarial Audit Report
received from the Secretarial Auditor is annexed to this report as Annexure and forms part
of this report.

AUDITORS:

M/s. Beriwal & Associates, Chartered Accountants (FRN: 327762E) have been appointed
as Statutory Auditors of the Company for a period of 5 consecutive years from the
conclusion of this Annual General held in the year 2025 till the conclusion of the Annual
General Meeting of the company to be held in the year 2029 due to the casual vacancy
caused by the death of the auditor of the company (the event occurred after the date of
the said report, hence forms part of the Directors report.)

CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business during the Financial Year 2024-2025.

COST AUDIT

AS PER DIRECTIVES OF THE CENTRAL GOVERNMENT AND IN PURSUANCE TO THE
PROVISIONS OF SECTION 148 OF THE COMPANIES ACT, 2013 READ WITH RULES
FRAMED THERE UNDER, THE COMPANY IS NOT REQUIRED TO CARRY OUT AN AUDIT OF
COST ACCOUNTS.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has implemented a prevention of sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (SHWWA). A Complaints desk has been set up to redress
complaints received regarding sexual harassment and ongoing training is provided to
employees as required by the SHWWA. During the financial year 2024-25 no complaint
was received.

LISTING OF SHARES OF THE COMPANY

The equity shares of your Company continue to be listed with the Bombay Stock Exchange
(BSE) Limited and the Calcutta Stock Exchange (CSE). The listing fees due have been paid
to the respective stock exchanges. The ISIN No of the company is INE909D01026

PARTICULARS OF EMPLOYEES: (Rule 5(2) & Rule 5(1))

The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of Section 136 of the
Act, the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available for inspection by
the members at the Registered office of the company during business hours on working
days of the company up to the date of ensuing Annual General Meeting. If any member is
interested in inspecting the same, such member may write to the company secretary in
advance.

a. The ratio of remuneration of each director to the median remuneration of the
employees of the company for the financial year 2024-2025.

b. The Percentage increase in remuneration of each Director, chief executive officer,
chief financial officer, company secretary in the company.

c. The Percentage increase in the remuneration of employees in the financial year:
There was no increase in the remuneration of employees in the financial year
2024-2025

d. In the market capitalization of the Company, price earnings ratio as at the closing
date of the current financial year.

e. The explanation on the relationship between average increase in remuneration and
company performances:

On an average the employees received an annual increase of 10% in India. The
increase in remuneration will be in line with the market trend. In order to ensure
that remuneration reflects company performance, the performance pay is also
linked to organization performance, apart from an individual's performance.

f. Comparison of remuneration of the key managerial personnel against the
performance of the company.

g. Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point
out if there are any exceptional circumstances for increase in the managerial
remuneration: There was no increase in the remuneration of employees in the financial
year 2024-2025

h. The key parameters for any variable component of remuneration availed by the
Directors Apart from remuneration paid to the executive directors No remuneration is
paid to the non executive directors of the company.

i. The ratio of remuneration of the highest paid director to that of the employees who
are not directors but receive remuneration in excess of the highest paid director during
the year: NONE

j. Affirmation that the remuneration is as per the remuneration policy of the company:
The Company affirms remuneration is as per the remuneration policy of the company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
REPORTS:

The Company is committed to maintain transparency in its operations & hence it complies
with the Corporate Governance requirements. The Corporate Governance Report as per
Schedule V(C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 and requisite Certificate of Compliance from Statutory Auditor regarding compliance
of conditions of Corporate Governance are annexed and forms part of the Annual Report.
The Management Discussion and Analysis Report of the Company comprising of
management perception, risks and concerns, internal control systems are annexed and
forms part of the Annual Report and is annexed to the report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their gratitude for the assistance and co-operation
received from its bankers, financial institutions, Government Authorities, business
associates, stakeholders, and members during the year under review. Your directors also
appreciate the dedicated and committed services rendered by the employees at all levels
for the growth of the Company. Your directors also wish to place on record their deep
sense of acknowledgement to the esteemed shareholders for their continued support and
encouragement for the Company.

Date: 27.08.2025 For and on behalf of the Board of Directors

Sharp Investments Limited

Adya Ojha
Company Secretary
M.No.50340