To

The Members,

Your Directors have pleasure in presenting their Thirty Eighth Report together with the Audited Financial Statement of Accounts for the year ended on March 31, 2023.

1. FINANCIAL RESULTS

The Company's financial March 31, 2023, is summarized below:

2. PERFROMANCE & OPERATIONS:

Gross Revenue from operations during the year under review was Rs. 2.63 Lacs. The net loss of the company for the fiscal year 2022- 2023 is Rs. 1,574.80 Lacs. There was 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. During the period your Company has entered into

(i) Basic Services Agreement with Sharp Corporation; (ii) Service Agreement with Sharp Business Systems (India) Private Limited; and (iii) the Individual Contract for Services No. 1 with Sharp

Business Systems (India) Private Limited for providing certain support services which has generated some revenue. Further there was no change in the nature of business.

Due to extraneous factors your Company had applied for extension of 38th Annual General Meeting (AGM) to Registrar of Companies Pune (ROC). The extension for AGM was received on 8th September 2023 for the period of three months i.e. upto 30th December 2023.

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 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 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, 2023 is part of the Annual Report. ii) Cost Auditors:

The Board of Directors on recommendation of Audit

Committee , has 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 remuneration payable to cost Auditors is required to be ratified by shareholders in ensuing Annual General Meeting. M/s. C.S. Adawadkar & Co, Cost Accountant will submit the cost audit report along with annexure to the Central Government (Ministry of Corporate

Affairs) in the prescribed form within specified time and at the same time forward a copy of such report to your company.

Cost Records

As per section 148 of Companies Act, 2013 read with the

Companies (Cost Records and Audit) Rules 2014, your company is required to maintain cost records and accordingly such accounts and records are maintained. 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 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 2022-2023 is annexed as

Annexure - B.

As per regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 and SEBI circular no. CIR/CFD/CMD1/27/2019 dated February 8, 2019, 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 benchmark itself with best practices in this regards. A report under regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 on corporate governance for financial year 2022-23 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, seven Board Meetings were convened on 3rd June 2022, 28th September 2022, 23rd November 2022, 03rd December 2022, 22nd December 2022,

14th February 2023 and 03rd March 2023. 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 2023 , 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.

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(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/Nomination-and-

Remuneration-Policy.pdf

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 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 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:

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

We draw your attention to Note No. 4 to the financial results which states that the Company has ceased business operations from the financial year ended March 31, 2016 and incurred Net

Loss of Rs. 402.88 Lakhs and Rs. 1574.80 Lakhs for the quarter and year ended March 31, 2023 respectively and accumulated losses aggregate to Rs. 12,943.94 Lakhs as of March 31, 2023.

There is no production of LED TVs from April, 2015 and of Air Conditioners since June, 2015 onwards in the absence of any orders. There is a significant doubt whether the company would be able to continue as a going concern due to material uncertainties in respect of commencement of production and other operations pertaining to it, mobilisation of human and other resources, revival of sales and services, establishing supply chain and also on account of current economic scenario. However, the management considers the going concern assumption as appropriate in view of certain service agreements with group companies and continued financial and operational support from holding company; though it may take longer duration than anticipated for the revival of operations of the Company.

Significant time has been 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 results which have been prepared by the management under 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, 2023, Company incurred a loss of Rs. 1,574.80 Lakhs and the accumulated loss as at March

31, 2023 is Rs. 12,943.94 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 2023, from Sharp Corporation, Japan for financial and operational support until 31st March 2024. 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; (ii) Service Agreement with Sharp Business Systems (India) Private Limited dated 1st June 2021; and (iii) the Individual Contract for Services No. 1 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. of 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.

In accordance with the BASIC SERVICE AGREEMENT executed between Sharp Corporation (SC) and the Company on 3rd June

2021, SC intend to expand the business scope of Smart Appliances

& Solutions Business Unit in India and expect the Company to provide and the Company is willing to provide activities and services relating to the following activities.

(1) to support to conduct a factory audit for any applicable products (2) to conduct a survey of local dealers, service providers and users in India (3) to analyze the competitive products and the cost thereof and report such result (4) to manufacture and provide the preproduction prototype of the new products (5) to support the mass-production of the new products

(6) other activities and services to cooperate business development of Smart Appliances & Solutions Business Unit of SC separately agreed upon by the Parties

The work on Individual Contract for Services No. 1 between Sharp

Business Systems (India) Private Limited and Sharp India Limited dated 1st June 2021 has generated certain revenue during the financial year ended March 31, 2023.

Further during the period 2021-22 Sharp Corporation, promoter and holding Company has attempted to acquire public shareholding and consequently voluntarily delist from stock exchange. The resolution put up for shareholder approval through postal ballot resolution was not carried out with requisite majority as declared in its voting result 28th October 2021.

(2) OBSERVATIONS / COMMENTS IN SECRETARIAL AUDIT REPORT.

1. Delay in submission of financial statements for a) The quarter and year ended March 31, 2022 approved in the Board Meeting dated November 23, 2022 and submitted to the Stock Exchange on November 23, 2022 with a delay of 177 days. The Companypaidfineof Rs. 10,44,300/-

(Inclusive of GST @ 18%) imposed by BSE Ltd.

2. Delay in submission of financial results for a) The quarter ended June 30, 2022 approved in the Board Meeting dated December 03, 2022 and submitted to the Stock

Exchange on December 03, 2022 with a delay of 109 days. The Company paid fine of Rs. 6,43,100/- (Inclusive of

@ 18%) imposed by BSE Ltd. b) The quarter and half year ended September 30, 2022 approved in the Board Meeting dated December 22, 2022 and submitted to the Stock Exchange on December 22,

2022 with a delay of 38 days. The Company paid fine of Rs. 2,24,200/- (Inclusive of GST @ 18%) imposed by BSE

Ltd.

3. The Company has given prior intimations of Board Meetings dated

November 23, 2022, December 03, 2022 and December 22,

2022 to stock exchange in which financial results were considered on November 22, 2022, December 02, 2022 and December 21,

2022 respectively with a delay of 5 days each. Consequently, Rs. 11,800/- (Inclusive of GST @18%) theCompanypaid fine each for Board meetings dated November 23, 2022, December 03, 2022 imposed by BSE Ltd and no communication received for Board meeting dated December 22, 2022 from BSE Ltd.

4. The Company has not submitted the financial statements within prescribed time as per Regulation 33 of SEBI LODR for two consecutive quarters ended on March 2022 and June 2022.

Consequently, the script of the listed entity was shifted to "z" category by BSE Limited for the period from October 25, 2022 to December 25, 2022. The script was moved out of ‘z' category with effect from December 26, 2022 upon filing of the financial statements for both the quarters.

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 would take necessary measures to declare the financial results within prescribed time . Further, the Company has paid all the necessary fine concerned authorities.

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 2022-2023 under review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year prior approval of the Audit Committee was obtained for all the related party transactions entered into by the Company for the financial year ended on 31st March

2023. 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 quarterly basis. The policy on related party transactions as approved by the Board of Directors has been displayed on the website of the Company: 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.(MDA).

BE PAID BY WAY OF DIVIDEND: Nil.

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 financialposition of the Company which have occurred between the end of the financial year on 31st March, 2023 to which the financial statements relate and the date of this report.

AND FOREIGN EXCHANGE EARNINGS AND OUTGO etc.: Conservation of Energy & Technology Absorption etc: of

In line with the company's policy towards conservation of energy initiatives are planned and implemented across the company and all units continue with their efforts aimed at improving energy efficiency and optimize consumption. Your company continues with its efforts aimed at improving the energy efficiency by adopting various measures to conserve the energy and places very much importance for the conservation of energy and is conscious about its responsibility to conserve energy, power and other energy sources. 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.

Your company strongly and religiously follows and practices the 3E Policy i.e. a) Eco-positive Product Products having less usage of resources and are safe for use. b) Eco-positive Operation Reduce adverse impact on environment during Manufacturing processes. c) Eco positive Relationship. Enhance corporate value during involvement of Employees

Even though the nature of company's operations is not energy intensive, in line with the company's commitment towards conservation of energy, all departments in the company continue with their efforts aimed at improving energy improved operational and maintenance practices. The steps taken in this direction by your company are as given below: Making constant efforts to reduce consumption of energy, light, oil, water & fuel in following ways: (i)Reduction of energy consumption by turning off lights, personal computers, fans and other electronic equipments when not in use; (ii)Timely maintenance and upgradation of machinery & equipments;(iii)Plantation of trees in the factory (v).Awareness programs towards optimum utilization of natural resources at managerial as well as employee level; (v) Timely repairs & maintenance of water taps in the factory.

Your company manufactures the products under the Technical collaboration Agreement entered with Sharp Corporation Japan.

The technology provided by Sharp Corporation, Japan is being absorbed and the company continues to utilize the same.

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. The company has setup a Risk Management Committee duly approved by the Board of Directors. Risk management comprises of all the in organizational rules and actions for early identification 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. The details of risks identified along with measures adopted to control the risks as and when required is placed before the Board & through various measures to reduce wastage

Audit Committee for their evaluation & suggestions.

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: Appointment and resignation during the through year

During the year, Mr. Yoshihiro Hashimoto resigned as non executive Director of Company w.e.f 03rd March 2023. Mr. Masao Terada was appointed as non executive Additional Director of Company w.e.f 03rd March 2023 and his office was regularized as Director by postal ballot on 14th April 2023. Mr. Sunil Keshav

Sane, Chief Financial Officer And Chandranil Sudhir Belvalkar, Company Secretary had resigned from their respective post w.e.f.

November 09, 2023

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. Naoki Hatayama retire by rotation as Director of the Company and being eligible he has offered himself for re-appointment.

Further Mr. Masahiko Nakagawasai is appointed as Managing

Director for the period of three years upto 15th November 2023. Based on the recommendation of Nomination and Remuneration Committee in its meeting dated 09th November 2023. It is proposed re- appoint him for the further period of next three months from 16th November 2023 to 15th February 2024. The resolution for re- appointment is placed for approval of members.

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.

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 1st 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 judgment theandinternal our opiniondoesnotaffect financial controls system put in place by the Company. Further it does not have any material impact on the financials of the company.

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

REDRESSAL) ACT, 2013:

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.

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 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.