Dear Members,
Share India Securities Limited
Unit no. 615 and 616, 6 th Floor, X-Change Plaza,
Dalal Street Commercial Co-operative Society Limited,
Road 5E, Block 53, Zone 5, Gift City,
Gandhinagar,
Gujarat - 382050
Your Directors have pleasure in presenting the 31 st Board's Report of the Company for
the financial year ended March 31,2025, along with the Audited Standalone and Consolidated
Financial Statements of the Company and Auditors' Report thereon.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year under review along with previous
year's figures is given hereunder:
(Amount in ' Lakh except EPS)
| Particulars |
Standalone |
Consolidated |
|
For the year ended March 31, 2025 |
For the year ended March 31,2024 |
For the year ended March 31,2025 |
For the year ended March 31,2024 |
| Total Revenue |
1,15,841.72 |
1,12,449.37 |
1,46,950.09 |
1,48,874.88 |
| Total Expense (Excluding Interest and Depreciation) |
75,644.34 |
64,558.64 |
93,166.24 |
82,601.47 |
| Profit before Interest, Depreciation, Taxation and
Exceptional Items |
40,197.38 |
47,890.73 |
53,783.85 |
66,273.41 |
| Interest |
6,793.59 |
7,080.26 |
8,945.37 |
9,000.73 |
| Depreciation |
1,420.52 |
1,188.05 |
1,779.85 |
1,406.31 |
| Profit before Taxation |
31,983.27 |
39,622.43 |
43,058.63 |
55,866.37 |
| (Less)/Add: Tax Expenses or credit |
7,320.08 |
9,380.92 |
10,250.17 |
13,207 |
| Add/Less: Exceptional Items |
- |
- |
- |
(83.49) |
| Profit for the year |
24,663.19 |
30,241.51 |
32,808.46 |
42,575.88 |
| Other Comprehensive Income |
(793.98) |
4,425.69 |
(720.96) |
4,451.83 |
| Total Comprehensive Income |
23,869.21 |
34,667.21 |
32,087.50 |
47,027.71 |
| Basic EPS (?) |
11.73 |
18.06 |
15.58 |
25.41 |
| Diluted EPS (?) |
11.22 |
15.52 |
14.90 |
21.83 |
| Opening Balance of Retained Earnings |
78,542.33 |
49,240.01 |
1,05,316.59 |
64,397.04 |
| Closing Balance of Retained Earnings |
1,00,801.36 |
78,542.33 |
1,35,471.82 |
1,05,316.59 |
2. STATE OF COMPANY'S AFFAIRS
The financial year under review presented a number of challenges, with several adverse
factors impacting the Company's operations. However, through prudent management and robust
risk mitigation strategies, the Company demonstrated resilience and remained steadfast in
navigating these headwinds.
I n the financial year 2024-25, the Company recorded a 1.68% increase in revenue from
operations compared to the previous year. Despite this growth, the Profit After Tax (PAT)
declined by 18.44%, reflecting the pressures faced during the year.
A detailed analysis of the Company's performance, including key developments and
strategic responses, is provided in the Management Discussion and Analysis (MDA) Report.
This forms an integral part of the Annual Report, in compliance with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3. CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND ANALYSIS
The Company achieved the consolidated revenue from operations of ? 1,44,856.84 Lakh for
the year ended March 31, 2025 reflecting a decrease of 2.31% as compared to ? 1,48,281.45
Lakh in the previous
year. The Company earned consolidated net profit of ' 32,808.46 Lakh in the year
ended March 31, 2025 marking a decline of 22.94% as compared to ' 42,575.88 Lakh
reported in the previous year.
4. CAPITAL STRUCTURE
The Board of Directors of your Company at its meeting held on May 09, 2024, approved
sub-division of every 1 (One) equity share of ' 10/- (Rupees Ten Only) each into 5
(five) equity shares of face value of ' 2/- (Rupees Two Only) each and the same was
subsequently approved by the shareholders at their Extraordinary General Meeting held on
June 05, 2024.
The Board of Directors had fixed June 27, 2024, as the record date for the split of
equity shares in the aforesaid manner.
Accordingly, the Authorized Share Capital of the Company stands at ' 50,00,00,000/-
(Rupees Fifty Crore Only) divided into 25,00,00,000 equity shares of ' 2/- (Rupees
Two Only) each.
Rights Issue of equity shares and detachable warrants
During the financial year 2022-23, the Board approved raising funds through a Rights
Issue and formed a dedicated Rights Issue Committee to oversee the process. Subsequently,
on March 24, 2023, the Committee approved the allotment of 6,38,131 fully paid equity
shares at ' 700 each, including a premium of ' 690 per share. Alongside each
share, 17 detachable warrants were issued?€”totaling 1,08,48,227
warrants?€” also priced at ' 700 each, with ' 175 payable on
application and the balance upon conversion.
The warrants carried a tenure of 18 months from allotment, with a final conversion date
of September 23, 2024. Warrants not exercised by this date were set to lapse and holders
would forfeit the right to equity shares
Conversion of warrants into equity shares
During the financial year 2024-25, the Rights Issue Committee approved the allotment of
fully paid-up equity shares as detailed below, pursuant to the conversion of detachable
warrants, upon receipt of the conversion amount of ' 525/- (Rupees Five Hundred
Twenty-Five only) per warrant, being the balance amount payable for such conversion:
- 10,51,032 fully paid-up equity shares were allotted at a face value of ' 10/-
(Rupees Ten Only) each (before the sub-division of equity shares of the Company) and
- 2,08,14,585 fully paid-up equity shares were allotted at a face value of ' 2/-
(Rupees Two Only) each (after the sub-division of equity shares of the Company),
During the warrant-to-equity conversion process, your Company successfully converted
1,08,37,144 warrants pursuant to the exercise of warrants out of a total of 1,08,48,227
warrants issued. As September 23, 2024, was the final date for exercising the warrants, a
balance of 11,083 warrants remained unexcercised as on that date and the same were
accordingly forfeited.
Statement of Deviation or Variation
During the financial year 2024-2025, the Company has received the funds of ' 2,73,73,23,225/-
(Rupees Two Hundred and Seventy-Three Crore Seventy-Three Lakh Twenty-Three Thousand Two
Hundred Twenty-Five only) in aggregate during the financial year towards warrants
conversion amount. The said funds received towards warrants conversion amount have been
utilized exclusively for the purpose(s) as specified in the Letter of Offer and there is
no deviation or variation in the utilization of the said funds.
Employees Stock Option Scheme
The Company has in force the following Employee Stock Option Schemes, which were framed
under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:
1. Share India Employees Stock Option Scheme, 2022
2. Share India Employees Stock Option Scheme - II
Share India Employees Stock Option Scheme, 2022
Pursuant to the approval of the Members on February 24, 2022 vide Postal Ballot, the
Company adopted Share India Employees Stock Option Scheme, 2022 ('Share India ESOS 2022')
and implemented it to reward the eligible employees as selected by the Nomination and
Remuneration Committee (also referred to as "NRC/Committee/Compensation
Committee"), for their performance and to motivate them to contribute to the growth
and profitability of the Company and also to retain them by way of issuing stock options.
Share India ESOS 2022 was implemented for grant of, not exceeding, 6,00,000 options in
aggregate, entitling the employees to get 1 (one) equity share of face value of ' 10/-
(Rupees Ten Only) for each option by paying an exercise price of ' 10- (Rupees Ten
Only) per option. Options granted under Share India ESOS 2022 would vest in the employees
on such respective dates being the dates falling immediately after the expiry of one year
from the date of acceptance of the options granted to the respective employees.
With effect from June 27, 2024, pursuant to the sub-division (split) of the Company's
equity share from 1 (one) equity share of ' 10/- (Rupees Ten only) each into 5
(five) equity shares of ' 2/- (Rupees Two only) each,the number of options granted
under the Share India ESOS 2022 got adjusted from 6,00,000 to 30,00,000. Consequently,
each option now entitles the employees to receive 1 (one) equity share of face value of '
2/- (Rupees Two Only) upon payment of an exercise price of ' 2/- (Rupees Two
only) per option.
Share India Employees Stock Option Scheme - II
Pursuant to the approval of the members at their Annual General Meeting held on
September 22, 2022, the Company adopted Share India Employees Stock Option Scheme - II
('Share India ESOS II') and implemented it to reward the eligible employees as selected by
the Nomination and Remuneration Committee (also referred to as "NRC/Compensation
Committee/Committee")], for their performance and to motivate them to contribute to
the growth and profitability of the Company and also to retain them by way of issuing
stock options. Share India ESOS II was implemented for grant of, not exceeding, 1,00,000
options in aggregate, entitling the employees to get 1 (one) equity share of face value of
' 10/- (Rupees Ten Only) for each option by paying an exercise price, at par value
or such higher price as determined by NRC, upon the vesting thereof. Options granted under
Share India ESOS II would vest subject to the minimum vesting period of one year between
grant of Options and vesting of Options. The maximum vesting period may extend up to five
years from the date of grant of Options at the discretion of and in the manner prescribed
by the Committee.
With effect from June 27, 2024, pursuant to the sub-division (split) of the Company's
equity shares from 1 (one) equity share of ' 10/- (Rupees Ten only) each into 5
(five) equity shares of ' 2/- (Rupees Two only) each, the number of options granted
under the Share India ESOS II got adjusted from 1,00,000 to 5,00,000. Consequently, each
option now entitles the employees to receive 1 (one) equity share of face value of ' 2/-
(Rupees Two Only) upon payment of an exercise price of ' 2/- (Rupees Two only) per
option.
Further, based on the recommendation(s) of the Nomination & Remuneration Committee
and the Board of Directors, the shareholders of the Company, at the 30 th Annual General
Meeting held on September 25, 2024, approved an increase in the aggregate number of
options that may be granted under the Scheme from 5,00,000 (Five Lakh) options to
10,00,000 (Ten Lakh) options. This approval resulted in the addition of 5,00,000 options
to the existing permissible pool under the Scheme, thereby enabling the Nomination &
Remuneration Committee to identify and grant options to a broader base of eligible
employees.
During the year 2024-25, the Committee has:
a) allotted 1,37,060 fully paid-up equity shares of face value of ' 10/- (Rupees
Ten Only) upon
exercise of 1,37,060 options under the Share India ESOS 2022; and
b) granted 1,20,933 options to the eligible employees of the Company under the Share
India ESOS 2022.
Further, after the closure of financial year 2024-25 till the finalization of this
Report, the Committee has:
a) allotted 6,04,665 fully paid-up equity shares of face value of ' 2/- (Rupees
Two Only) each upon exercise of 6,04,665 options Share India ESOS 2022; and
b) allotted 1,250 fully paid-up equity shares of face value of ' 2/- (Rupees Two
Only) each upon exercise of 1,250 options Share India ESOS II.
I n compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 a certificate from the Secretarial Auditors confirming implementation of
the above Schemes have been obtained.
The statutory disclosures as mandated under Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 and the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are available on the Company's website at .
Pursuant to the split/sub-division of the equity shares of the Company, allotments made
under the Employees Stock Option Schemes and conversion of warrants into equity shares as
mentioned above, the paid-up share capital of the Company as on March 31, 2025 was ' 43,64,39,230
(Rupees Forty-three crore sixty-four lakh thirty-nine thousand two hundred thirty rupees
only) and ' 43,76,51,060 (Rupees Forty-three crore seventy-six lakh fifty-one
thousand sixty rupees only) as on date of this Report.
Your Company has not issued equity shares with differential rights as to dividend,
voting or otherwise. Further, it has also not issued any Sweat Equity Shares.
5. NON-CONVERTIBLE DEBENTURES
The Board of Directors of your Company, at its meeting held on October 29, 2024,
approved to raise up to ' 100,00,00,000/- (Rupees One hundred Crores Only) through
the issuance of up to 10,000 secured, rated, listed, taxable, redeemable, fully paid-up
Non-Convertible Debentures (NCDs) of ' 1,00,000 (One Lakh) each, including a Green
Shoe Option of 5,000 NCDs of ' 1,00,000/- each (Rupees One Lakh Only) through
Private Placement and authorised the Finance Committee of the Company to undertake all
necessary actions and steps required for the successful issuance of the NCDs.
The Finance Committee of the Company, by passing a resolution at its meeting held on
June 04, 2025, approved the issuance of up to 10,000 NCDs of ' 1,00,000/- each
(Rupees One Lakh Only), aggregating to ' 100,00,00,000/- (Rupees One Hundred Crore
Only) including a Green Shoe Option of up to 5,000 NCDs of ' 1,00,000/- each
(Rupees One Lakh Only), aggregating to ' 50,00,00,000/- (Rupees Fifty Crore Only),
to be issued in two series, i.e. Series A and Series B, each with an issue size of up to
5,000 NCDs of ' 1,00,000/- each (Rupees One Lakh Only), aggregating to ' 50,00,00,000/-
(Rupees Fifty Crores Only) including a Green Shoe Option of up to 2,500 NCDs of ' 1,00,000/-
each (Rupees One Lakh Only), aggregating to ' 25,00,00,000/- (Rupees Twenty-Five
Crore Only).
Pursuant to the same, on June 23, 2025, in compliance with applicable regulations
prescribed by Securities Exchange Board of India, applicable provisions of the Companies
Act, 2013 and other applicable regulatory requirements, the Company successfully allotted
the 5,000 NCDs under Series A and 4,990 NCDs under Series B ?€” and raised
aggregate of ' 99,90,00,000/- (Rupees Ninety-nine crore ninety lakh rupees only).
The brief terms of issuance of the NCDs are as follows:
| S.No. |
Particulars |
Details |
| 1. |
Type of securities issued |
Secured, listed, rated, taxable, transferable, redeemable,
fully paid- up Non-Convertible Debentures (\u201cNCDs/ Debentures\u201d). |
| 2. |
Type of issuance |
Private Placement |
| 3. |
Total number of securities issued and the total amount raised
|
9,990 Debentures denominated in ', having a face value of '
1,00,000 (Rupees One Lakh) each aggregating up to ' 99,90,00,000/-(Rupees Ninty Nine
Crores Ninety lakh Only) |
| 4. |
Number and tenure of series |
Series A - 23 months 19 days from the Date of Allotment. |
|
|
Series B - 23 months 19 days from the Date of Allotment. |
| 5. |
Date of Allotment |
June 23, 2025 |
| 6. |
Coupon/interest |
Series A - 10.70% per annum payable monthly |
|
|
Series B - 10.75% per annum payable quarterly |
| 7. |
Stock Exchange(s) where listed |
Wholesale Debt Market (WDM) segment of the BSE Limited |
| 8. |
Name and address of the Debenture Trustee |
Axis Trustee Services Limited, The Ruby, 2 nd Floor, SW 29,
Senapati Marg, Dadar West, Mumbai - 400028 email id: debenturetrustee@ axistrustee.in
Contact No. +91 022 6230 0451 |
The proceeds from the issuance of NCDs were utilised exclusively for the purpose(s) as
specified in the Private Placement Offer Letter and there is no deviation or variation in
the utilization of the said funds.
6. SHIFTING OF REGISTERED OFFICE
The Board of Directors of the Company at their meeting held on July 25, 2024, approved
the shifting of registered office address of the Company from "1701-1703, 17 th
Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5,
Gift City, Gandhinagar, Gujarat-382355" to "Unit no. 615 and 616, 6 th Floor,
X-Change Plaza, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53,
Zone 5, Gift City, Gandhi Nagar, Gujarat-382355" with effect from August 01,2024.
Further, during the financial year, the Postal Department, Government of India, vide
its circular/memo no. A2/17/Gift City/2023-24, changed the PIN code of Gift City - Gujarat
from "382355" to "382050."
Accordingly, the registered office address of the Company is "Unit no. 615 and
616, 6 th Floor, X-Change Plaza, Dalal Street Commercial Co-operative Society Limited,
Road 5E, Block 53, Zone 5, Gift City, Gandhi Nagar, Gujarat-382050"
7. DIVIDEND
During the year under review, the Company has paid the following interim dividends:
1 st interim dividend: ' 0.40/- (Forty Paise Only) per equity share of face
value of ' 2/- (Rupees Two Only) each;
2 nd interim dividend: ' 0.50/- (Fifty Paise Only) per equity share of face
value of ' 2/- (Rupees Two Only) each; and
3 rd interim dividend: ' 0.20/- (Twenty Paise Only) per equity share of face
value of ' 2/- (Rupees Two Only) each.
We are pleased to inform that the Board of Directors at its meeting held on May 23,
2025, recommended a final dividend of ' 0.25/- (Twenty-Five Paise Only) per equity
share of face value of ' 2/- (Rupees Two Only) each for financial year 2024-25 to
Members of the Company.
Pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the
Company has formulated and adopted a Dividend Distribution Policy. The said policy is
available on the website of the Company .
8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the Company was not required to transfer any
amount/shares to the Investor Education and Protection Fund.
9. PUBLIC DEPOSITS
Your Company has neither invited nor accepted any deposits from public within the
meaning of Sections 73 and 76 of the Companies Act, 2013 ('Act') read with Companies
(Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2025.
Therefore, the details in terms of Rule 8(5)(v) and 8(5) (vi) of the Companies (Accounts)
Rules, 2014 are not required to be provided.
10. TRANSFER TO RESERVES
There is no amount proposed to be transferred to reserves for financial year 2024-25.
11. ANNUAL RETURN
In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Draft
Annual Return of the Company for the financial year ended March 31, 2025 is available on
the Company's website and can be accessed at .
12. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATES
The Company has following Subsidiaries as on March 31,2025:
| Sl. No. |
Name of the Company |
Status |
| 1. |
Share India Capital Services |
Wholly-owned |
|
Private Limited |
Subsidiary |
| 2. |
Share India Securities (IFSC) |
Wholly-owned |
|
Private Limited |
Subsidiary |
| 3. |
Share India Fincap Private |
Wholly-owned |
|
Limited |
Subsidiary |
| 4. |
Total Securities (IFSC) Private Wholly-owned |
|
|
Limited |
Subsidiary |
| 5. |
Share India AlgoPlus Private |
Wholly-owned |
|
Limited |
Subsidiary |
6. Share India Smile Foundation Wholly-owned
Subsidiary
| Sl. No. |
Name of the Company |
Status |
| 7. |
Share India Global Pte Ltd |
Wholly-owned Subsidiary |
| 8. |
Share India Insurance Brokers Private Limited |
Subsidiary |
| 9. |
uTrade Solutions Private Limited |
Subsidiary |
| 10. |
Algowire Trading Technologies Private Limited |
Subsidiary |
| 11. |
Silverleaf Securities Research Subsidiary Private Limited |
|
Notes:
1. During the year under review, Silveriest Securities Research Private Limited, a
subsidiary ot the Company has been incorporated with the Registrar ot Companies, Gujarat,
on July 03, 2024.
2. Total Securities Overseas Limited, which was a wholly-owned Subsidiary ot the
Company has been liquidated and currently the same is under the process ot winding up.
The policy for determining Material Subsidiaries as approved by the Board is uploaded
on the Company's website and can be accessed at the web-link:
.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the
salient features of the financial statements of our subsidiaries for the financial year
ended March 31,2025, in the prescribed format AOC-1, is attached to the Consolidated
Financial Statements of the Company (refer note no. 64 of Consolidated Financial
Statements).
Highlights of the financial performance of our Subsidiaries & Wholly-owned
Subsidiaries as on March 31, 2025 is annexed herewith as Annexure - 8 .
13. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of your Company during the financial
year 2024-25.
14. SCHEME OF AMALGAMATION OF SILVERLEAF CAPITAL SERVICES PRIVATE LIMITED WITH THE
COMPANY
The Scheme of proposed Amalgamation of Silverleaf Capital Services Private Limited with
the Company and their respective shareholders and creditors, was approved by the Board of
Directors of both the said companies, at their respective meetings held on March 18, 2024.
The scheme is subject to the necessary approvals from regulatory, statutory and other
authorities, as may be required by the Hon'ble NCLT or under applicable law.
Further, pursuant to the shareholders resolution dated June 5, 2024, the corporate
action of sub- division of
Equity Shares was done effective on and from June 27, 2024, whereby every 1 equity
share of ' 10/- (Rupees Ten each) of the Company got split into 5 equity shares of '
2/- (Rupees Two each) of the Company. The Scheme was updated accordingly to give
effect to the aforementioned corporate action by the Board of Directors of your Company at
their meeting held on August 05, 2024.
Subsequently, the Company filed an updated application with the Stock Exchanges and
received No-Objection Letters from BSE dated July 09, 2025 and from NSE dated July 11,
2025, for the aforesaid draft Scheme of Amalgamation under the applicable provisions of
the Listing Regulations, read with the relevant SEBI Circulars.
In accordance with the applicable provisions, the Company is currently in the process
of filing the first motion petition with the Hon'ble NCLT to initiate with the next steps
for the proposed Amalgamation.
15. DETAILS OF DIRECTORS OR KEY
MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR
During the year under review:
1. Mr. Sanjib Singh ceased to be an Independent Director of the Company with effect
from close of business hours of April 15, 2024, pursuant to completion of his tenure as an
Independent Director of the Company.
2. Mr. Mohammad Rubaid Khan resigned as Independent Director of the Company with effect
from close of business hours on April 24, 2024.
3. The Members of the Company via postal ballot dated May 23, 2024, based on the
recommendation of the Nomination and Remuneration Committee and the Board of Directors,
regularized the appointment of Mr. Rajendran C. Veerappan (DIN: 00460061), Dr. Ananta
Singh Raghuvanshi (DIN: 02128559) and Mr. Subhash Chander Kalia (DIN:00075644) as
Independent Directors of the Company for a term of 5 consecutive years with effect from
March 28, 2024. In terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, as
amended, the Board of Directors state that in the opinion of the Board, all the Directors
whose appointments as Independent Directors of the Company have been approved by the
Shareholders during the financial year 2023-24, are persons of integrity and possess
relevant expertise and experience.
4. Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Rajesh
Gupta (DIN: 00006056), Ms. Saroj Gupta (DIN: 00013839) and Mr. Suresh Kumar Arora (DIN:
00412523)
Directors of the Company, who retired by rotation were re-appointed by the shareholders
of the Company at 30 th Annual General Meeting held on September 25, 2024.
Further, the Members of the Company at aforesaid Annual General Meeting re-appointed
Mr. Kamlesh Vadilal Shah (DIN: 00378362) as the Managing Director and Mr. Vijay Girdharlal
Vora (DIN: 00333495) as the Whole-time Director of the Company for a period of 5 (five)
consecutive years on expiry of their present term of office, i.e., with effect from
January 16, 2025.
I n accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Sachin Gupta and Mr. Vijay Girdharlal Vora, Directors of the Company, are due
to retire by rotation at the forthcoming Annual General Meeting and being eligible, have
offered themselves for re-appointment. The Board of Directors, based on the
recommendation(s) of the Nomination and Remuneration Committee, has recommended their
re-appointment.
In compliance with Regulation 36(3) of the Listing Regulations and Secretarial
Standard-2 on General Meetings, brief resume and other information of all the Directors
proposed to be re-appointed is provided in the Notice.
16. DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted declarations stating that they
continue to meet the criteria as set out for Independent Directors under Section 149(6) of
the Act and Regulation 16 of the Listing Regulations.
The Independent Directors have also complied with the Code for Independent Directors as
per Schedule IV of the Companies Act, 2013. Further, the Independent Directors have been
exempted from/successfully qualified, the online proficiency self-assessment test
conducted by the Indian Institute of Corporate Affairs.
17. NOMINATION AND REMUNERATION POLICY
The Board has adopted a Nomination and Remuneration Policy recommended by Nomination
and Remuneration Committee in terms of the provisions of Section 178 of the Act and
Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto.
The objective of the Policy is to ensure that:
?€? The level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors, Key Managerial Personnel(s) and Senior Management
Personnel(s) of the quality required to run the Company successfully;
?€? Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
?€? Remuneration to Directors, Key Managerial Personnel(s) and Senior Management
Personnel(s) involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the Company and its goals.
Further, the Board of Directors of the Company at its Meeting held on August 21, 2024,
has amended the Nomination and Remuneration Policy thereby broadening the terms of
reference of the Nomination and Remuneration Committee and incorporating the criteria for
determining positive attributes of Directors and the provisions relating to the
performance evaluation of the Directors, the Board and its Committees, in the said Policy
(which were earlier covered under the Performance Evaluation Policy and later integrated
with the Nomination and Remuneration Policy of the Company).
A copy of said policy is placed on the website of the Company at .
18. MEETING OF THE BOARD AND COMMITTEES
The Company's Board is constituted in compliance with the Act and Listing Regulations.
The Board functions either as a full Board or through various Committees constituted to
oversee specific areas. The Board has, inter alia, constituted requisite mandatory
Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility Committee and Risk Management
Committee. The constitution of these Committees are in compliance with the provisions of
the Act and Listing Regulations.
The Board of Directors of the Company meets at regular intervals to discuss and decide
on business policy and strategy apart from other business. The Board of Directors met
seven times during financial year 2024-25.
The details of composition, terms of reference and meetings held and attended by the
Director and the Committee members of Audit Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee
and Risk Management Committee are provided in the Corporate Governance Report, annexed as Annexure
- 1 to this Report.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, your Directors confirm that:
a) i n the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures;
b) they have, in the selection of the accounting policies, consulted the Statutory
Auditors and these have been applied consistently and reasonable and prudent judgments and
estimates have been made so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit of the Company for the year ended on that
date;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) t he Directors have prepared the annual accounts on a going - concern basis;
e) they have laid down Internal Financial Control followed by the Company and that such
internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and the systems were adequate and operating effectively.
20. STATUTORY AUDITOR & AUDITORS'
REPORT
M/s. SVP & Associates, Chartered Accountants (Firm Registration No. 003838N), had
completed their term as Statutory Auditors of the Company on conclusion of 30 th Annual
General Meeting held on September 25, 2024.
M/s. MSKA & Associates, Chartered Accountants (Firm Registration no. 105047W), was
appointed by the members of the Company as the Statutory Auditors of the Company for a
term of 5 consecutive years, starting from the conclusion of 30 th Annual General Meeting
till the conclusion of 35 th Annual General Meeting of the Company.
M/s. MSKA & Associates, Chartered Accountants, have confirmed their eligibility and
qualification required under the Act for holding the office as Auditors of the Company.
The notes on financial statements referred to in the Auditors' Report are
self-explanatory and do not call
for any further comments. The Auditors' Report does not contain any qualification,
reservation, adverse remark or disclaimer.
During the year under review, the Auditors had not reported any matter under Section
143(12) of the Act, therefore, no detail is required to be disclosed under Section
134(3)(ca) of the Act.
21. INTERNAL AUDITORS
The Board of Directors, at its meeting held on August 21, 2024, appointed M/s TKG &
Associates as the Internal Auditors of the Company for the financial year 2024-25.
Accordingly, M/s TKG & Associates have conducted the internal audit for the said
financial year.
Further, the Board of Directors, at its meeting held on July 30, 2025, appointed M/s
Anshul K Jain & Co. as the Internal Auditors of the Company for the financial year
2025-26.
22. SECRETARIAL AUDITOR & SECRETARIAL AUDITORS' REPORT
As per provisions of Section 204 of the Act, the Board of Directors of the Company had
appointed M/s Abhishek Gupta & Associates, Company Secretaries, as the Secretarial
Auditor of the Company to conduct the Secretarial Audit for the financial year 2024-25.
The Secretarial Auditors' Report for the financial year
2024- 25, does not contain any qualification, observation or adverse remarks and
therefore, in the opinion of the Directors, do not call for any further explanation. The
Secretarial Audit Report for the financial year ended March 31, 2025, is annexed to this
Report as Annexure - 2A .
Pursuant to the requirements under Section 204 of the Companies Act, 2013 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has recommended the appointment of M/s Abhishek Gupta & Associates,
Company Secretaries (Certificate of Practice no. 12262), as Secretarial Auditors of the
Company, for a term of 5 (five) consecutive years from financial year
2025- 26 to financial year 2029-30.
M/s. Abhishek Gupta & Associates, Company Secretaries, have confirmed their
eligibility and qualification required under the Act for holding the office as Secretarial
Auditors of the Company.
Further, in terms of Regulation 24A of the Listing Regulations, Secretarial Audit
Report in respect of the Material Subsidiary of the Company, namely Share India AlgoPlus
Private Limited, is annexed to this Report as Annexure - 2B .
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The full particulars of the loans given, investment made or guarantee given or security
provided and the purpose for which the loan or guarantee or security is proposed to be
utilized, if any, as per the provisions of Section 186 of the Act are provided in the
notes accompanying the Standalone Financial Statements.
24. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year 2024-25
were on an arm's length basis and were in the ordinary course of business. During the
year, the Company did not enter into any contract / arrangement / transaction with related
parties which could be considered material in accordance with the related party
transactions policy of the Company or which is required to be reported in Form AOC-2
prescribed under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014.
For the purpose of determination of related party, related party transactions and
review mechanism relating to such transactions, the Company has formulated the related
party transactions policy. The same is published on the website of the Company and can be
accessed at .
Further, your attention is also drawn to the Related Party disclosures as set out in
Note no. 55 of the Standalone Financial Statements.
25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY.
There have been no material changes and commitments affecting the financial position of
the Company since the close of the financial year ended March 31,2025 and till the date of
this report.
26. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The annual evaluation process of individual Directors, the Board and Committees was
conducted in accordance with the provisions of the Act and the Listing Regulations.
The Nomination and Remuneration Committee of the Board has defined the evaluation
criteria and mechanism for assessing the performance of the Board, its Committees and
individual Directors and is also responsible for overseeing the evaluation process and
presenting a summary of the results to the Board of Directors.
The Board evaluated its own performance after seeking inputs from all the Directors and
the performance of the Committees was evaluated by the Members of the Committee on the
basis of criteria such as the composition, effectiveness and whether adequate independence
of the Committee is ensured from the Board. The Performance Evaluation of Individual
Directors was done by all the Directors except the Director being evaluated on the basis
of criteria such as actively taking initiatives with respect to various areas,
understanding and fulfilment of functions as assigned by Board and law and participation
in the meetings.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors and the Board as a whole was evaluated. In the said meeting, the Independent
Directors also evaluated the performance of Chairman of the Board, taking into account the
views of Executive and Non-Executive Directors and further assessed the quality, quantity
and timeliness of flow of information between the Company's Management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.
Every Director was required to fill the questionnaire related to the performance of the
Board, its Committees and individual Directors except himself by rating the performance on
each question. On the basis of the response to the questionnaire, a matrix reflecting the
ratings was formulated and collated by the Nomination and Remuneration Committee and
provided to Chairman of Board which was then presented/placed before Board by Chairman.
The Board was satisfied with the evaluation results.
27. ADDITIONAL DISCLOSURE AS PER
SCHEDULE V READ WITH REGULATION 34 (3) OF THE LISTING REGULATIONS
a) Related Party Disclosure
The Company is in compliance with Ind AS 24 'Related Party Disclosures. For further
details, please refer to Note No. 55 forming part of Standalone Financial Statements.
b) Management Discussion and Analysis Report
The Management Discussion and Analysis Report forms an integral part of this Report and
is annexed as Annexure - 3 .
c) Corporate Governance Report
The Corporate Governance Report forms an integral part of this Report and is annexed as
Annexure - 1 .
d) Declaration by Chief Executive Officer
A declaration duly signed by Chief Executive Officer stating that the members of Board
of Directors
and Senior Management Personnel have affirmed compliance with the code of conduct for
Board of Directors and Senior Management is annexed to the Corporate Governance Report.
Please refer Annexure - 1 , i.e., Corporate Governance Report for more details.
e) Compliance Certificate
The Compliance Certificate regarding compliance of conditions of Corporate Governance
forms part of the Corporate Governance Report, which is annexed as Annexure - 1 .
f) Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account
As on March 31, 2025, there were no securities in the Demat Suspense Account/ Unclaimed
Suspense Account.
g) Disclosure of certain types of agreements binding listed entities
During the financial year 2024-25, there were no transactions with respect to the
agreements as per clause 5A of part A of para-A of Schedule III, of the Listing
Regulations.
28. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Even though operations of the Company are not energy intensive, the management has been
highly conscious of the importance of conservation of energy and technology absorption at
all operational levels and efforts are made in this direction on a continuous basis.
In view of the nature of activities which are being carried on by the Company, the
particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the
Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology
Absorption are not applicable to the Company and hence have not been provided.
29. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has incurred an expenditure of ' 15.73 Lakhs in foreign exchange and has
earned ' 160.38 Lakhs in foreign exchange during the financial year 2024-25.
30. SECRETARIAL STANDARDS
Your Company is in compliance with the Secretarial Standards on Meetings of the Board
of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India (ICSI).
31. BUSINESS RISK MANAGEMENT
Your Company follows a Risk Management framework with an endeavor to enhance the
control environment by mitigating the risk and reducing their impact on the business of
the Company within the acceptable levels. It has been carried out in a phased manner
wherein due emphasis is being given on identification, assessment and mitigation thereof
through economic control of those risks that endanger the assets and business of the
Company.
To achieve the aforesaid objectives, the Board of Directors of your Company has framed
the Risk Management Policy to identify, assess and mitigate the risks associated with the
business of the Company.
Further details on the Risk Management activities including the implementation of risk
management policy, key risks identified and their mitigation are covered in Management
Discussion and Analysis section, which forms part of the Annual Report.
32. COST RECORDS AND COST AUDIT REPORT
I n terms with the provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost
Auditors is not applicable on your Company.
33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company's Code of Conduct to Regulate, Monitor and Report Trading in Securities by
Designated Persons and Immediate Relatives covers the Directors, Key Managerial Persons,
persons forming part of promoter(s)/ promoter group(s) and such other designated employees
of the Company and their relatives, who are expected to have access to unpublished price
sensitive information relating to the Company. The Directors, Key Managerial Persons,
persons forming part of promoter(s)/promoter group(s), designated employees and their
relatives are restricted from buying, selling and dealing in the shares of the Company
while in possession of unpublished price sensitive information about the Company as well
as during the period of trading window closure.
The Board of Directors has approved and adopted the Code of Conduct to Regulate,
Monitor and Report Trading in Securities by Designated Persons and their respective
Immediate Relatives. The Board has also approved the Code for Fair Disclosure in line with
SEBI (Prohibition of Insider Trading) Regulations, 2015.
34. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility Committee in compliance
with the provisions of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014.
With its focus on Corporate Social Responsibility ("CSR") activities, your
Company has incorporated Share India Smile Foundation ("Smile Foundation") as
its wholly-owned subsidiary. Your Company has been undertaking CSR activities through
Smile Foundation i.e., the philanthropic arm of the Share India Group, on a significant
scale, upholding the belief that corporates have a special and continuing responsibility
towards social development.
As a part of its initiative under the CSR drive, the Company has undertaken projects
through Smile Foundation, in the areas of promoting education and healthcare, including
special education and healthcare. These projects are in accordance with Schedule VII of
the Act and the Company's CSR policy. The CSR Committee of the Company helps the Company
to frame, execute, monitor and review the CSR activities of the Company.
The CSR Policy is available on the website of the Company .
The Annual Report on CSR activities of the Company during the year under review is
attached hereto as Annexure - 4 .
35. VIGIL MECHANISM POLICY
The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or ethics policy. 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. It
is affirmed that no personnel of the Company have been denied access to the Audit
Committee. A copy of Company's vigil mechanism policy is available on the Company's
Website and may be accessed at .
36. SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors of the Company held two
separate meetings on July 25, 2024 and March 18, 2025.
In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation
25(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, at the meeting held on March 18, 2025, the Independent Directors at
the meeting, inter alia, reviewed the following:
- Performance of Non-Independent Directors and Board as a whole;
- Performance of the Chairman of the Company, taking into account the views of
Executive Directors and Non-Executive Directors;
- Assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators or Courts or
tribunal impacting the going concern status and Company's operations in future.
38. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are proper, adequate and operating effectively. The Company's
internal control system is commensurate with its size, scale and complexities of its
operations. The Board has appointed Internal Auditors to further strengthen the Internal
Financial Controls. Internal Auditors directly reports to the Audit Committee of the
Company. During the year under review, no material or serious observation has been
received from the Internal Auditors of the Company for inefficiency or inadequacy of such
controls.
39. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 form part of this Report and is annexed as Annexure -
5 .
In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, a statement containing names of top ten employees in terms of remuneration drawn and
the particulars of other employees as required under the aforesaid Rules, forms part of
this report as Annexure - 6 , which can be accessed by writing to the Company
Secretary at . In line with the provisions of Section 136(1) of the Act, the Report and
Accounts, as set out therein, are being sent to all the Members of your Company, excluding
the aforesaid statement, which will be available for inspection upon request by the
Members.
40. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to provide a safe and secure environment to its women
employees across its functions, as they are an integral and important part of the
organization. Your Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013 ("POSH ACT"). Also, adequate workshops and awareness
programmes against sexual harassment are conducted across the organization to ensure that
secure working environment is provided to the female staff. An Internal Complaints
Committee (ICC) with requisite number of representatives has been set up to redress
complaints relating to sexual harassment, if any, received from women employees and other
women associates.
The following is a summary of sexual harassment complaints received and closed during
the
financial year 2024-25:
?€? Number of complaints of sexual harassment received in the year: NIL
?€? Num ber of complaints disposed off
during the year: NIL
?€? Number of cases pending for more than ninety days: Not Applicable
?€? Number of workshops or awareness programmes of the POSH ACT carried out: 2
Sessions for all employees of the Company on Awareness session on POSH at the workplace
?€? Nature of action taken by the Company to make the workplace a respectful and
safe place for all employees: Posters and conducting of Awareness Sessions
41. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company is committed to upholding the rights and welfare of its employees and
ensures full compliance with all applicable labour laws, including the provisions of the
Maternity Benefit Act, 1961.
During the financial year, the Company has fully complied with the provisions of the
Maternity Benefit Act, 1961, as amended from time to time. All eligible women employees
were granted maternity leave and related benefits in accordance with the Act. The Company
also ensures that no discrimination is practiced at any stage of employment on the grounds
of maternity.
The Company remains committed to fostering a safe, inclusive and supportive work
environment that promotes the well-being of all employees.
42. DIRECTORS AND OFFICERS INSURANCE
In compliance with Regulation 25(10) of the Listing Regulations, the Company has taken
Directors and Officers Insurance Policy to provide coverage against the liabilities
arising on them.
43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility
and Sustainability Report ("BRSR") describing the initiatives taken by the Board
from an Environmental, Social and Governance perspective is forming part of the Annual
Report and is annexed herewith as Annexure - 7 .
44. OTHER DISCLOSURES
During the year under review:
i . No application has been made or any proceedings
are pending under the Insolvency and Bankruptcy Code, 2016 against the Company.
i i. The Company has not entered into any one-time
settlement with any Bank or Financial Institution.
45. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the co-operation
and assistance received from the Company's Bankers, Stock
Exchanges, Regulatory Bodies, Stakeholders and other business associates who have
extended their valuable sustained support and encouragement during the year under review.
Your Directors also wish to place on record their deep sense of gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all
levels of the Company, resulting in the successful performance of the Company during the
year under review. We look forward to your continued support in the future.
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