To,

The Members of Shardul Securities Ltd.

Your Directors are pleased to present the 40^th (Fortieth) Annual Report and the Audited Accounts for the financial year ended March 31, 2025.

1. Financial Results:

In view of conserving resources of the Company, your Directors do not recommend any dividend for the financial year ended March 31, 2025.

As per the requirement of RBI regulations, the Company has transferred to Statutory Reserve Fund an amount of Rs. 431.76 Lakhs in Financial Year ended March 31, 2025.

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 ('Ind AS'), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The paid-up Equity Share Capital of the Company as on March 31, 2025, is Rs. 17,49,84,330/- comprising of 8,74,92,165 equity shares of Rs. 2/- each. To broaden our shareholder base and increase the accessibility of our shares to a diverse range of investors, we have sub-divided/split the existing equity shares of Company. Each equity share, previously with a face value of Rs 10 and fully paid-up, was sub-divided/split into Five equity shares each having a new face value of Rs 2.

There was no change in the nature of the business of your Company during the financial year.

7. Material Changes and commitments affecting the financial position of your Company:

There were no material changes and commitments affecting the financial position of your Company between the end of financial year 2024-25 and the date of this report which could have an impact on your Company's operations in the future or its status as a “Going Concern”.

The continuing stress on the global economy due to Russia Ukraine war coupled with unrest in middle east has raised alarm

The GDP is projected to move around 6.55% which is not a very encouraging sign. The Government is expected to take several measures to boost economic activities and lessen the tax burden on the middle class. It is a welcome relief to salaried class provided by the Govt that the income tax is virtually exempted up to Rs.12 lakhs per annum from this fiscal year thereby paving way for increased consumption in goods and services.

The Company being NBFC is mainly engaged in the business of Investment & Finance Activities in India. All activities of the Company revolve around this main business, and as such, there are no separate reportable segments.

Your company expects moderate results for the ensuing year due to geo political uncertainties like cross-border tariffs, wars and border skirmishes besides raising unemployment and lack of investments in manufacturing sectors.

Your company's activities which are essentially in the capital market segments and the risk perception of our activity could be discerned as under:

Market Risk: Your Company's major investments are mostly in capital market instruments like shares, mutual funds and bonds and any volatility could erode the capital value of the investments. No doubt, your company would keep a close vigil on movement of prices and take appropriate steps to minimize this risk.

Interest risk: The changes in interest rates by RBI and Banks could result in fluctuations in prices and consequently the income of various investments and borrowings by the company may vary. Your company has put in measures to hedge this risk but this cannot be eliminated totally.

Operation Risk: The stock market operations are fraught with certain risks associated with market judgments by operational executives and their decision-making process based on certain perceptions prevailing at any given time and these could change suddenly resulting in unexpected adverse positions.

Your company has in place adequate internal control measures. There is continuous monitoring of all the activities and necessary creative measures are taken periodically to manage any unforeseen risk factors.

Your company has adequately trained professionals to manage the affairs of the company in the most prudent manner.

Shriyam Broking Intermediary Limited, a wholly owned subsidiary of the company, has shown very good results this year. The Broking arm achieved a net income of Rs 11.31 crores this year as against 3.53 crores during the previous year. The current market scenario looks to augur well in the coming year, and it will be our endeavor to ensure that our performance improves on a sustained basis.

Shriyam Realtors Private Limited: Your Company has acquired the entire capital of Shriyam Realtors Private Limited Ltd from Shriyam Broking Intermediary Limited. Pursuant to said acquisition, Shriyam Realtors Private Limited, which was step down subsidiary of the company, became a direct wholly-owned subsidiary of the Company. However, the company had very nominal transactions so far in view of the sluggish health of the real estate market.

A statement containing the salient features of the financial statements of the subsidiaries, in the prescribed format AOC-1, forms part of notes to Consolidated Financial statement.

During the year under review no company has ceased to be its subsidiary. Shriyam Realtors Private Limited became subsidiary of the company. The Company doesn't have any joint ventures or associate company.

In compliance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Daya Bhalia, Whole-time Director retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders' approval for re-appointment of Ms. Daya Bhalia forms part of the Notice of the 40th AGM. The Board has recommended her reappointment.

Mr. Yogendra Chaturvedi, Whole time Director, was reappointed by members at 35th AGM of the Company for the period of 5 years and his present term of office expires on 4^th February 2026. Following a performance review and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company (“Board”) at its meeting held on 29^th July 2025 approved the re-appointment of Mr. Yogendra Chaturvedi as Whole time Director, Designated as Executive Director of the Company for an additional term of 5 (five) years, effective from 5^th February 2026 which shall be subject to approval of the shareholders of the Company.

As on March 31, 2025, the Company has Eight Directors with an optimum combination of Executive and Non- Executive Directors including one woman director. During the financial year there were below mentioned changes in Directors:

1. Mr. Vishnu Dutt and Mr. Seshagiri Ranganathan were appointed as an Independent Directors of the Company by the members at the 39^th AGM held on 17^th September 2024 for period of 3 years commencing from 1^st September 2024 to 31^st August 2027.

2. Mr. Devesh Chaturvedi was appointed as Non- Executive Director & Chairman of the Company by the members at the 39^th AGM held on 17^th September 2024 with effect from 1^st September 2024 for period of 5 years.

3. Mr. R Sundaresan was re-designated as the Whole Time Director and Vice Chairman of the Company by the members at the 39^th AGM held on 17^th September 2024 with effect from 1^st September 2024.

4. Mr. Charul Abuwala ceased as Independent Director on Completion of his second term of five years, with effect from 12^th September 2024.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM. Your directors recommend their appointment.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specific functions and area and number of companies in which he/she hold membership/chairmanship of Board Committees as stipulated regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 are provided in annexure to the notice.

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the LODR and are not disqualified from continuing as Independent Directors of your Company.

Pursuant to a notification dated 22^nd October 2019 issued by the Ministry of Corporate Affairs, all Independent directors of the Company have registered themselves with online databank for Independent Directors maintained by Indian Institute of Corporate Affairs (IICA).

The Company has received declarations from all the Independent Directors of the Company confirming that they have registered their names in the Independent Directors' databank maintained by Indian Institute of Corporate Affairs (IICA) as prescribed by MCA.

Your Company has familiarized the Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Policy for the

Independent Directors is uploaded on the website of your Company. Details of Familiarization Programs imparted to Independent Directors are available on the Company's website and is accessible at

http://www.shardulsecurities.com/program%20for%20independent%20directors.htm

Your Company has in place a Code of Conduct for the Board of Directors and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and senior management personnel of your Company have complied with the code as mentioned hereinabove.

The Directors and senior management personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31^st March 2025. The said code is available on the website of your Company at http://www.shardulsecurities.com/code%20of%20conduct.pdf

In accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, *Mr. Devesh Chaturvedi- Non Executive Director and Chairman, **Mr. R Sundaresan - Executive Director & Vice Chairman, Mr. Yogendra Chaturvedi - Executive Director, Mr. Viraf Katrak- Chief Executive Officer (CEO), Ms. Daya Bhalia - Executive Director & Company Secretary and Mr. Tarun Chaturvedi - Chief Financial Officer (CFO) are the Key Managerial Personnel ('KMP') of your Company.

*Mr. Devesh Chaturvedi was appointed as Non- Executive Director & Chairman with effect from 1^st September 2024.

**Mr. R Sundaresan was re-designated as the Whole Time Director and Vice Chairman with effect from 1^st September 2024.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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. The said policy is available on the website of your Company at

http://www.shardulsecurities.com/Remuneration%20Policy.pdf

Five Meetings of the Board of Directors were held during the year and the details of such meetings form part of the Corporate Governance Report.

The Audit Committee as on 31^st March 2025 comprises of Independent Directors namely Mr. Devesh Vasavada (Chairman), Mr. Lalit Shah, Mr. Vishnu Dutt and Mr. Yogendra Chaturvedi (Executive Director) as other member. All the recommendations made by the Audit Committee were accepted by the Board.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on the Company's website: http://www.shardulsecurities.com/abstract%20of%20annual%20return.htm

In opinion of Directors, the provision for Income Tax is made as per the provisions of the Income Tax Act, 1961.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Cash Flow Statement is appended with this report.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31^st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

M/s Akkad Mehta & Co LLP, Chartered Accountants, (Firm Regn. No. 100259W) have conducted an audit for the financial year 2024-2025. The Auditor's Report for financial year 2024-2025 does not contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed with the financial statement in this Annual Report.

The notes to the Financial Statement referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s D Maurya & Associates, Practicing Company Secretary to undertake Secretarial Audit of the Company. The Secretarial Audit Report is enclosed in Annexure C and forms an integral part of this Report. There is no secretarial audit qualification for the year under review. Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report of Shriyam Broking Intermediary Ltd, a material subsidiary of the Company has also been annexed to the Directors Report as Annexure C1.

The Company has complied with the applicable Secretarial Standards i.e. SS-1 relating to Meetings of the Board of Directors and SS-2 relating to General Meetings, respectively.

M/s Atul HMV & Associates LLP, Chartered Accountants, (Firm Reg. No. 124043W) appointed as internal auditor of the company to conduct the internal audit for the period beginning from 1 st April 2024 to 31st March 2025.The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of the Company have reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013, which would require disclosure in this Report.

There is no significant material orders passed by the Regulators / Courts which would impact on the going concern status of the Company and its future operations.

Report on Corporate Governance stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. A certificate from the auditors of the Company M/s Akkad Mehta & Co LLP, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under aforesaid regulation is annexed at the end of Corporate Governance Report.

Details of Loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

The Company, being a Non-Banking Financial Company Systemically Important Non-Deposit taking, has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

All related party transactions entered into by the Company during the financial year were on an arm's length basis and in the ordinary course of business. In terms of the applicable provisions of the Companies Act, 2013, there were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel, or their relatives, or with its subsidiaries or other related parties, that could have had a potential conflict with the interests of the Company at large, except as disclosed in the Financial Statements. Accordingly, the disclosure of related party transactions in Form aOC-2 under Section 134(3)(h) of the Companies Act, 2013 is not applicable to the Company for the year under review.

Prior approval of the Audit Committee is obtained for Related Party Transactions (“RPTs”) including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm's length. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted is placed on a quarterly basis for review by the Audit Committee. The details of transactions with related parties of the Company for the financial year under review, are given in notes to the Financial Statements, which form part of this Annual Report.

As required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policy on dealing with Related Party Transactions. The Policy is available on the website of the Company.

Web link of the same is: http://www.shardulsecurities.com/related%20party%20transaction%20policy.pdf

The Company has established a whistle blower policy and vigil mechanism for directors and employees to report about unethical behavior, actual or suspected fraud or violation of the company's code of conduct policy. The mechanism provides fo r adequate safeguards against victimization of directors and employees. None of the personnel have been denied access to the Audit Committee of the Board. The details of Whistle Blower Policy are available on the website of the Company.

Web link of the same is:http7/www.shardulsecurities.com/vigil%20mechanism%20policy.pdf

The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of th e CSR policy and the initiatives undertaken by the Company on cSr activities during the year under review are set out in Annexure D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the Financial year, the Company has spent Rs. 1.12 crore through Udasin Karshni Ashram which is registered with MCA for handling CSR Project. Udasin Karshni Ashram is engaged into activities related to social welfare and community development, education to poor and needy, promotion of health care which is covered under Schedule VII of the Companies Act, 2013.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report

The Board of Directors of your Company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Company has in place a requisite policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 2024-2025 and hence no complaint is outstanding as on 31^st March 2025 for redressal.

a. Particulars of Employees:

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as Annexure B.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules.

i) Provisions pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.

ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.

i) There are no deposits covered under Chapter V of the Act, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company neither hold any public deposits nor is accepting any deposits.

ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.

The Chief Executive Officer and Chief Financial Officer have issued a certificate pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed as Annexure E and forms part of the Annual Report.

During the financial year, no application was made by or against the Company or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

During the financial year ended 31st March, 2025, The Company had not entered into any settlement with Banks and Financial Institutions and hence the said clause is not applicable.

The Company has transferred to “Investor Education and Protection Fund” of the Central Government all unclaimed dividends up to the financial year 2016-17. Dividend declared after the financial year 2016-17 and remaining unpaid will be deposited with the above fund of the Government at the expiry of 7 years from the date of their transfer to unclaimed dividend account. Shareholders who have not encashed the dividend warrants, declared after this period are requested to encash their dividend warrants immediately.

Further, in terms of Section 124(6) of the Companies Act, 2013 read with Investor Education & Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereto and notification issued by the Ministry of Corporate Affairs from time to time, the Company has transferred during the year, the required number of shares in respect of which dividends have remained unclaimed for a period of seven consecutive years or more to the IEPF Account.

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

Your directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.