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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Share India Securities Ltd.

Mar 31, 2025

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
Particulars	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 COMPANYâS 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 Companyâs 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 issuedâtotaling 1,08,48,227 warrantsâ
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 (âShare India ESOS 2022'') and implemented
it to reward the eligible employees as selected by the
Nomination and Remuneration Committee (also referred
to as âNRC/Committee/Compensation Committeeâ), 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 (âShare India ESOS II'') and implemented
it to reward the eligible employees as selected by the
Nomination and Remuneration Committee (also referred
to as âNRC/Compensation Committee/Committeeâ)], 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 https://www.shareindia.com/
wp-content/uploads/data/uploads/Investor Relations
Files/IRFile Name 2024-25.pdf.

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 â 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 (âNCDs/ Debenturesâ).
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

S.No.	Particulars	Details
8.	Name and	Axis Trustee Services
	address of	Limited, The Ruby, 2^nd Floor,
	the Debenture	SW 29, Senapati Marg,
	Trustee	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 â1701-1703,
17^th Floor, Dalal Street Commercial Co-operative
Society Limited, Road 5E, Block 53, Zone 5, Gift City,
Gandhinagar, Gujarat-382355â to âUnit 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-382355â 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 â382355â to â382050.â

Accordingly, the registered office address of the
Company is âUnit 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-382050â

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 https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/IRFile
Name 1660630686.pdf .

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 (âAct'') 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 https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/
form-MGT7-24-2025.pdf.

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
Companyâs website and can be accessed at the
web-link: https://www.shareindia.com/wp-content/

uploads/data/uploads/Investor Relations Files/IRFile
Name 1676523490.pdf.

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

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 objective of the Policy is to ensure that:

â¢ 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;

â¢ Relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; and

â¢ 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 https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/IRFile
Name 1660630639.pdf.

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. DIRECTORSâ 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 & AUDITORSâ

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^thAnnual 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
AUDITORSâ 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 https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/IRFile
Name 1665656991.pdf.

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
âRelated 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
(âCSRâ) activities, your Company has incorporated
Share India Smile Foundation (âSmile Foundationâ) 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 https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/IRFile
Name 1660630773.pdf.

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 https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/IRFile
Name 1686225825.pdf .

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 secretarial@shareindia.com. 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 (âPOSH ACTâ). 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:

â¢ Number of complaints of sexual harassment
received in the year: NIL

â¢ Num ber of complaints disposed off

during the year: NIL

â¢ Number of cases pending for more than ninety
days: Not Applicable

â¢ 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

â¢ 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
(âBRSRâ) 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.

On behalf of the Board of Directors
For Share India Securities Limited

Sd/-

Parveen Gupta

Date: September 04, 2025 Chairman & Managing Director
Place: Noida DIN: 00013926

Mar 31, 2024

Your Directors have pleasure in presenting the 30^th Annual Report of the Company together with the audited financial statements of the Company for the financial year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

			(Amount in ? Lacs except EPS)
	Standalone		Consolidated
Particulars	For the Year ended March 31,2024	For the Year ended March 31, 2023	For the Year ended March 31,2024	For the Year ended March 31,2023
Revenue from Operations	1,11,901.11	81,982.24	1,48,281.45	1,08,823.41
Other Income	548.26	1,144.31	593.42	1,146.82
Total Income	1,12,449.37	83,126.55	1,48,874.88	1,09,970.24
Less: Purchases of stock-in-trade	2,132.72	814.02	2,132.72	814.02
Less: Changes in Inventories of stock-in-trade	103.07	(103.07)	103.07	(103.07)
Less: Employee Benefits expenses	25,112.38	10,059.78	33,021.49	14,953.21
Less: Other expenses	37,210.47	37.844.58	46,681.02	43,731.65
Less: Impairment on financial instruments	-	-	663.16	163.83
Profit Before Finance Cost, Depreciation & Taxes	47,890.73	34,511.24	66,273.41	50,410.60
Less: Finance Cost	7,080.26	3,608.77	9,000.73	5,757.97
Less: Depreciation and Amortization	1,188.05	1,094.71	1,406.31	1,205.05
Profit Before Exceptional Items & Tax	39,622.43	29,807.76	55,866.37	43,447.58
Exceptional Items	-	146.50	(83.49)	146.50
Profit Before Tax	39,622.43	29,954.26	55,782.88	43,594.08
Less: Current Tax	9,707.73	7,083.03	13,542.67	10,522.53
Less: MAT Credit	-	-	(75.72)	-
Less: Tax Adjustments for earlier years	(93.62)	(31.17)	(110.87)	1.70
Less: Deferred Tax (Credit)	(233.19)	0.63	(149.08)	2.76
Profit/(loss) from Associate after tax	-	-	-	(1.38)
Profit After Tax	30,241.51	22,901.77	42,575.88	33,065.71
Other Comprehensive Income	4,425.69	(69.89)	4,451.83	7.96
Total Comprehensive Income	34,667.21	22,831.88	47,027.71	33,073.67
Earnings per Share (Basic) (?) - Before Exceptional Items	90.30	70.71	127.10	102.27
Earnings per Share (Basic) (?) - After Exceptional Items	90.30	71.12	127.03	102.68
Earnings per Share (Diluted) (?) - Before Exceptional Items	77.61	61.45	109.23	88.88
Earnings per Share (Diluted) (?) - After Exceptional Items	77.61	61.80	109.17	89.23

2. STATE OF COMPANYâS AFFAIRS

During the financial year 2023-24, the revenue from operations recorded a jump of more than 36.49% in comparison to financial year 2022-2023. Consequently, the Profit After Tax (PAT) also recorded an increase of 32.05%.

Highlights of Company''s performance are discussed in detail in the Management Discussion and Analysis Report (MDA), which is a part of this Annual Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations'').

3. CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

The Company achieved the consolidated revenue from operations of ''1,48,281.45 Lacs for the year ended March 31, 2024, reflecting an increase of 36.26% as compared to '' 1,08,823.41 Lacs in the previous year. The Company earned consolidated net profit of '' 42,575.88 Lacs in the year ended March 31, 2024, marking a robust growth of 28.76% as compared to '' 33,065.71 Lacs reported in the previous year.

4. CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31, 2024 stood at Rupees Forty-One Crore Ninety-Two Lacs Seven Thousand One Hundred Ninety Only divided into 5,00,00,000 equity shares of '' 10/-(Rupees Ten Only) each.

Rights Issue of equity shares and detachable warrants

The Board of Directors of your Company at its meeting held on December 26, 2022, inter-alia, had considered and approved the raising of funds by way of Rights Issue and constituted the Rights Issue Committee of the Board for the purpose of giving effect to the Issue.

Further in this regard, the Rights Issue Committee of the Board of Directors of the Company in its meeting held on March 24, 2023, had considered and approved the allotment of 6,38,131 fully paid-up equity shares of face value of '' 10/- each on rights basis at an issue price of '' 700/- per equity share (including a premium of '' 690/-per equity share) along with 17 detachable warrants for every 1 (one) equity share allotted on rights basis aggregating to 1,08,48,227 detachable warrants for cash at a price of '' 700/- per warrant (including a premium of '' 690/- per warrant). '' 175/- per warrant was payable on application, the balance amount of '' 525/- per warrant being payable at the time of exercise of the warrants. The tenure of the warrants is 18 (Eighteen) months from the date of allotment thereof, and accordingly, the last date for tendering the warrants for conversion into equity shares is September 23, 2024. The warrants which are not tendered to be converted into equity shares till September 23, 2024, shall lapse and the relevant holder/s of such warrants shall not be entitled to allotment of the equity shares against such warrants

Conversion of warrants into equity shares

During the financial year 2023-24, the Rights Issue Committee, had, approved the allotment of 56,23,195 fully paid-up equity shares of face value of '' 10/- each pursuant to conversion of detachable warrants on payment of conversion amount, i.e., '' 525/- (Rupees Five Hundred Twenty-Five only) per detachable warrant, being the balance amount payable for conversion of detachable warrants into fully paid-up equity shares.

Further, after the closure of financial year 2023-24 till the finalization of this Report, the Committee has, on payment of conversion amount, i.e., '' 525/- (Rupees Five Hundred Twenty-Five only) per detachable warrant, being the balance amount payable for conversion of detachable warrants into fully paid-up equity shares, allotted the equity shares as mentioned below pursuant to conversion of detachable warrants:

1. 9,51,032 fully paid-up equity shares of face value of '' 10/- each (prior to the split of equity shares); and

2. 1,21,98,565 fully paid-up equity shares of face value of '' 2/- each (post-split of equity shares w.e.f. June 27, 2024).

Statement of Deviation or Variation

During the financial year 2023-2024, the Company has allotted 56,23,195 fully paid-up equity shares of face value of '' 10/- each pursuant to conversion of detachable warrants on payment of conversion amount, i.e., '' 525/- (Rupees Five Hundred Twenty-Five only) per detachable warrant and accordingly, received the funds of '' 2,95,21,77,375/- in aggregate 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 (âShare India ESOS 2022'') and implemented it to reward the eligible employees [as selected by the Nomination and Remuneration Committee (also referred to as âNRC/ Committee/Compensation Committeeâ)], 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 for each option by paying an exercise price of '' 10/- 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.

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 (âShare India ESOS II'') and implemented it to reward the eligible employees [as selected by the Nomination and Remuneration Committee (also referred to as âNRC/Compensation Committee/Committeeâ)], 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 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.

During the year 2023-24, the Committee has:

a) allotted 1,25,000 fully paid-up equity shares of face value of '' 10/- upon exercise of 1,25,000 options under Share India ESOS 2022;

b) granted 1,37,060 options to the eligible employees of the Company under Share India ESOS 2022; and

c) granted 75,400 options to the eligible employees of the Company under the Share India ESOS II.

Further, after the closure of financial year 2023-24 till the finalization of this Report, the Committee has:

a) allotted 1,37,060 fully paid-up equity shares of face value of '' 10/- upon exercise of 1,37,060 options Share India ESOS 2022; and

b) granted 1,20,933 options to the eligible employees of the Company under the Share India ESOS 2022.

In 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 Company''s website at https://www.shareindia.com/ wp-content/uploads/data/uploads/Investor_Relations_ Files/IRFile_Name_1691220521.pdf.

Pursuant to the allotments made under the said Employees Stock Option Schemes and owing to conversion of warrants into equity shares as mentioned above, the paid-up share capital of the Company as on March 31,2024 was '' 38,29,29,140, and '' 41,92,07,190 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.

At its meeting held on May 9, 2024, the Board of Directors of your Company approved, sub-division of every 1 (One) equity share of '' 10/- each into 5 (five) equity shares of face value of '' 2/- each. The split/sub-division will help to improve the liquidity of the Company''s shares in the stock market and to encourage participation of small investors by making shares of the Company more attractive to invest. The same was subsequently approved by the shareholders at their 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.

Pursuant to split/sub-division of the equity shares of the Company, 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 '' 2.00/-(Rupees Two Only) each.

As on the date of this report, the paid-up share capital of the Company stands at '' 41,92,07,190 (Rupees Forty-One Crore Ninety-Two Lacs Seven Thousand One Hundred Ninety Only) divided into 20,96,03,595 equity shares of '' 2.00/- (Rupees Two Only) each.

5. SHIFTING OF REGISTERED OFFICE

The address of registered office of the Company was changed from â1701,17th Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar, Gujarat- 382355â to 1701-1703, 17th Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355 vide resolution of Board of Directors of the Company passed by circulation on April 28, 2023. Further, the Board of Directors of the Company at its Meeting held on July 25, 2024, approved the shifting of Registered Office of the Company within the local limits of the city from â1701-1703, 17th Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355â to âUnit no. 615 and 616, 6th Floor, X-Change Plaza, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhi Nagar, Gujarat-382355â with effect from August 01,2024.

6. DIVIDEND

During the year under review, the Company has paid the following interim dividends:

1st interim dividend: '' 2.00/- per equity share of face value of '' 10/- each;

2nd interim dividend: '' 3.00/- per equity share of face value of '' 10/- each; and

3rd interim dividend: '' 3.00/-per equity share of face value of '' 10/- each.

We are pleased to inform that the Board of Directors at its meeting held on May 09, 2024, recommended a final dividend of '' 1.00/- per equity share of face value of '' 10/- each for financial year 2023-24 to Members of the Company. Consequent upon the split/sub-division of the equity shares of the Company, the final dividend amount would amount to '' 0.20 per equity share of face value of '' 2/- each.

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 https://www.shareindia.com/wp-content/uploads/ data/uploads/Investor_Relations_Files/IRFile_ Name_1660630686.pdf.

7. 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.

8. 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 (âAct'') read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2024. Therefore, the details in terms of Rule 8(5)(v) and 8(5)(vi) of aforementioned rules are not required to be provided.

9. TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves for financial year 2023-24.

10. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company for the financial year ended March 31, 2024 is available on the Company''s website and can be accessed at https:// www.shareindia.com/wp-content/uploads/data/uploads/ Investor_Relations_Files/form-MGT7.pdf.

11.	SUBSIDIARIES/JOINT VENTURES/ASSOCIATES
The Company has following Subsidiaries as on March 31,2024:
	Sl. No. Name of the Company		Status
1.		Share India Capital Services Private Limited	Wholly-owned Subsidiary
2.		Share India Securities (IFSC) Private Limited	Wholly-owned Subsidiary
3.		Share India Fincap Private Limited	Wholly-owned Subsidiary
4.		Total Securities (IFSC) Private Limited	Wholly-owned Subsidiary
5.		Share India AlgoPlus Private Limited (formerly known as Total Commodities (India) Private Limited)	Wholly-owned Subsidiary
6.		Share India Smile Foundation	Wholly-owned Subsidiary
7.		Share India Global Pte Ltd	Wholly-owned Subsidiary
8.		Share India Insurance Brokers Private Limited¹	Subsidiary
9.		uTrade Solutions Private Limited	Subsidiary
10.		Algowire Trading Technologies Private Limited	Subsidiary
1.		During the year under review, Share India Insurance Brokers Private Limited has ceased to be Wholly-owned Subsidiary of the Company w.e.f. December 02, 2023,
2.		Total Securities Overseas Limited, which was a Wholly-owned Subsidiary of the Company has been liquidated and currently the same is under the process of winding up.
3.		Silverleaf Securities Research Private Limited, a subsidiary of the Company has been incorporated with the Registrar of Companies, Gujarat, on July 03, 2024.

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: https://www.shareindia.com/ wp-content/uploads/data/uploads/Investor_Relations_Files/ IRFile_Name_1676523490.pdf.

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 31,2024, in the prescribed format AOC-1, is attached to the Consolidated Financial Statements of the Company (refer note no. 62 of Consolidated Financial Statements).

Highlights of the financial performance of our Subsidiaries & Wholly-owned Subsidiaries as on March 31, 2024 is annexed herewith as Annexure - 8.

12. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the financial year 2023-24.

13. 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 and it is subject to the necessary approvals of regulatory and statutory authorities, such as, the National Stock Exchange of India Limited and BSE Limited, the Securities and Exchange Board of India (âSEBI''), the concerned Registrar of Companies, Regional Director, National Company Law Tribunal and other sectoral regulators or authorities, as may be required by the NCLT or under applicable law.

The Company has filed application with the Stock Exchanges for their No Objection Certificate (NoC) to the aforesaid draft Scheme of Amalgamation, under applicable regulations of the Listing Regulations, read with applicable SEBI Circulars. We are currently awaiting the receipt of the NoC from the Stock Exchanges.

14. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

During the year under review:

1. Mr. Ankit Taak and Mr. Rishabh Yadav resigned as Independent Directors of the Company with effect from June 25, 2023 and June 30, 2023 respectively.

2. Ms. Sonal Suraj Prakash Sood and Mr. Ashish Kumar resigned as Independent Directors of the Company with effect from close of business hours on March 31,2024.

3. The Members of the Company at 29th Annual General Meeting held on September 20, 2023 re-appointed Mr. Kamlesh Vadilal Shah (DIN: 00378362) and Mr. Parveen Gupta (DIN: 00013926) as the Directors, who retired by rotation and being eligible, offered themselves for re-appointment.

4. The Members of the Company, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, appointed Mr. Rajendran C. Veerappan (DIN: 00460061), Dr. Ananta Singh Raghuvanshi (DIN: 02128559) and Mr. Subhash Chander Kalia (DIN:00075644) through remote e-voting by Postal Ballot, 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.

Further to the above, after the closure of financial year 2023-24, 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 and Mr. Mohammad Rubaid Khan resigned as Independent Director of the Company with effect from close of business hours on April 24, 2024.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rajesh Gupta, Mrs. Saroj Gupta and Mr. Suresh Kumar Arora, 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 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 of the forthcoming AGM.

There were no other changes in the Board and the Key Managerial Personnel of the Company during the year.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Non-Executive Independent Directors of the Company have given declaration 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.

Further, the Independent Directors have been exempted from/successfully qualified, the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

16. NOMINATION AND REMUNERATION POLICY

The objective of the Policy is to ensure that:

â¢ 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;

â¢ Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

â¢ 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 of the Company).

A copy of said policy is placed on the website of the Company at https://www.shareindia.com/wp-content/ uploads/data/uploads/Investor_Relations_Files/IRFile_ Name_1660630639.pdf.

17. 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 nine times during financial year 2023-24.

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.

18. DIRECTORSâ 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 along with proper explanation relating to 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, 2024 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) the 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.

19. STATUTORY AUDITOR & AUDITORâS REPORT

M/s. SVP & Associates, Chartered Accountants (Firm Registration No. 003838N), will complete their present term as Statutory Auditors of the Company on conclusion of the ensuing Annual General Meeting.

The notes on financial statements referred to in the Auditor''s 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.

The Board has recommended the appointment of M/s. MSKA & Associates, Chartered Accountants (Firm Registration no. 105047W), as Auditors of the Company, from the conclusion of 30th Annual General Meeting till the conclusion of 35th 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.

20. INTERNAL AUDITORS

For the financial year 2023-24, M/s STRG & Associates have conducted the Internal Audit of the Company.

The Board of Directors at its meeting held on August 21, 2024, has appointed M/s TKG & Associates as the Internal Auditors of the Company for the financial year 2024-25.

21. SECRETARIAL AUDITOR & SECRETARIAL AUDITORâS REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company have appointed M/s. Abhishek Gupta & Associates, Company Secretaries as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed to this Report as Annexure - 2A.

The Secretarial Auditor''s Report for the financial year 2023-24, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, do not call for any further explanation.

Further, in terms of Regulation 24A of the Listing Regulations, Secretarial Audit Reports in respect of the Material Subsidiaries of the Company, namely Share India AlgoPlus Private Limited (formerly known as Total Commodities (India) Private Limited) and Share India Fincap Private Limited, are annexed to this Report as Annexure - 2B and Annexure - 2C respectively.

22. 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.

23. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year 2023-24 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 https:// www.shareindia.com/wp-content/uploads/data/uploads/ Investor_Relations_Files/IRFile_Name_1665656991.pdf.

Further, your attention is also drawn to the Related Party disclosures as set out in Note no. 53 of the Standalone Financial Statements.

24. 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 31,2024 and the date of this report.

25. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Act the Board, in consultation with its Nomination and Remuneration Committee (âNRCâ), has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.

The evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance etc. Similarly, for evaluation of individual Director''s performance, various parameters like Director''s profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance etc. are considered.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2023-24 by NRC in consultation with the Board.

The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue the term of Independent Directors, whenever their respective terms expire. The Directors expressed their satisfaction with the evaluation process.

26. ADDITIONAL DISCLOSURE AS PERSCHEDULE V READ WITH REGULATION 34 (3) OF THE LISTING REGULATIONS

a) Related Party Disclosure

The Company is in compliance with IND AS-24 on related party disclosure. For further details, please refer to Note No. 53 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, 2024, following are the details in respect of equity shares / warrants lying in the suspense account which were issued in demat form:
	Particulars	Number of shareholders	Number of Number of Equity Shares Warrant Holders		Number of Warrants
	Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 01,2023	8	47	6	544
	Number of shareholders/warrant holders added during the Year	0	0	0	0
	Number of shareholders/warrant holders who approached the Company for transfer of shares/ warrants from suspense account during the year	8	47	6	544
	Number of shareholders/warrant holders to whom shares/warrants were transferred from suspense account during the year	8	47	6	544
	Aggregate number of shareholders/warrant holders and the outstanding shares/warrants in the suspense account lying as on March 31,2024	0	0	0	0

g) Disclosure of certain types of agreements binding listed entities

During the financial year 2023-24, 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.

27. 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.

I n 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.

28. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred an expenditure of '' 155.36 Lacs in foreign exchange and has earned '' 33.12 Lacs in foreign exchange during the financial year 2023-24.

29. 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).

30. 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.

31. 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.

32. 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.

33. 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) Rules, 2014.

With its focus on Corporate Social Responsibility (âCSRâ) activities, your Company has incorporated

Share India Smile Foundation (âSmile Foundationâ) as its Wholly-owned Subsidiary. Your Company has been undertaking CSR activities through Smile Foundation 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 health care. 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, monitor and execute the CSR activities of the Company.

The CSR Policy is available on the website of the Company https://www.shareindia.com/wp-content/uploads/ data/uploads/Investor_Relations_Files/IRFile_ Name_1660630773.pdf. The Annual Report on CSR activities of the Company during the year under review is attached hereto as Annexure - 4.

34. 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 has been denied access to the Audit Committee. A copy of Companyâs vigil mechanism policy is available on the Company''s Website and may be accessed at https:// www.shareindia.com/wp-content/uploads/data/uploads/ Investor_Relations_Files/IRFile_Name_1686225825.pdf.

35. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company held a separate meeting on January 20, 2024 without the attendance of Non-Independent Directors and members of the management, for discussing and reviewing the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company and also to assess the quality, quantity and timeliness of flow of information between the Company''s management and the Board.

The Independent Directors of the Company also held another separate meeting on March 18, 2024 without the attendance of Non-Independent Directors and members of the management, wherein the Independent Directors discussed, considered and approved the draft scheme of amalgamation of Silverleaf Capital Services Private Limited with the Company along with ancillary matters thereto.

36. 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.

37. 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. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. 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.

38. 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.

I n 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. 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 open for inspection upon request by the Members. Any Member interested in obtaining the particulars of such employees (Annexure - 6) may write to the Company Secretary at secretarial@shareindia.com.

39. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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.

During the year under review, no sexual harassment complaint has been received by the Company.

40. 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.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (âBRSRâ) 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.

42. 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.

ii. The Company has not entered into any one-time settlement with any Bank or Financial Institution.

43. 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.

Mar 31, 2023

Your Directors have pleasure in presenting 29^th Annual Report of the Company together with the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

(Amount in Lakhs except EPS)
Particulars	Standalone			Consolidated
	For the year ended 31^st March, 2023	For the year ended 31^st March, 2022		For the year ended 31^st March, 2023	For the year ended 31^st March, 2022
Revenue from Operations	81,982.24		67,354.45	1,08,823.41	86,159.43
Other Income	1,144.31		920.32	1,146.82	941.98
Total Income	83,126.55		68,274.77	1,09,970.24	87,101.42
Less: Purchases of stock in trade	814.02		866.82	814.02	949.58
Less: Changes in inventories of Finished Goods, Stock in Trade and Work in progress	(103.07)		1,853.73	(103.07)	1,853.73
Less: Employee Benefits Expenses	10,059.78		6,988.66	14,953.21	11,296.84
Less: Other Expenses	37.844.58		34,991.66	43,731.65	41,556.72
Less: Impairment on financial instruments	-		-	163.83	126.67
Profit Before Finance Cost, Depreciation & Taxes	34,511.24		23,573.09	50,410.60	31,317.88
Less: Finance Cost	3,608.77		2,478.99	5,757.97	3,148.72
Less: Depreciation and Amortization	1,094.71		872.74	1,205.05	924.72
Profit Before Exceptional Items & Tax	29,807.76		20,222.17	43,447.58	27,244.44
Exceptional Items	146.50		-	146.50	(699.46)
Profit Before Tax	29,954.26		20,222.17	43,594.08	26,544.98
Less: Current Tax	7,083.03		4,624.44	10,522.53	6,380.19
Less: Tax Adjustments for earlier years	(31.17)		(16.04)	1.70	2.62
Less: Deferred Tax (Credit)	0.63		(45.97)	2.76	(17.81)
Profit/(loss) from Associate after tax	-		-	(1.38)	3.81
Profit After Tax	22,901.77		15,659.75	33,065.71	20,183.80
Other Comprehensive Income	(69.89)		(192.04)	7.96	(174.64)
Total Comprehensive Income	22,831.88		15,467.71	33,073.67	20,009.15
Earnings per Share (Basic) (?) -Before Exceptional Items	70.71		48.68	102.27	64.92
Earnings per Share (Basic) (?) -After Exceptional Items	71.12		48.68	102.68	62.74
Earnings per Share (Diluted) (?) - Before Exceptional Items	61.45		42.30	88.88	56.40
Earnings per Share (Diluted) (?) - After Exceptional Items	61.80		42.30	89.23	54.52

2. STATE OF COMPANYâS AFFAIRS

The Financial Year 2022-2023 was yet another year of robust performance by the Company. During the year, the revenue from operations recorded a jump of more than 21.72% in comparison to Financial Year 2021-2022. Consequently, the Profit after Tax (PAT) also recorded an increase of 46.25%.

The aforementioned performance was the result of consistent efforts made by Company in optimizing its broking as well as trading operations. The management does not see any risks in the Company''s ability to continue as a going concern and meeting its liabilities as and when they fall due.

Highlights of Company''s performance are discussed in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI (LODR) Regulations, 2015.

3. CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

The Company achieved the consolidated revenue from operations of '' 1,08,823.41 Lakhs for the year ended 31^st March, 2023, an increase of 26.30% as compared to '' 86,159.43 Lakhs in the previous year. The Company earned Consolidated Net Profit of '' 33,065.71 Lakhs in the year ended 31^st March, 2023, which was an increase of 63.82% as compared to '' 20,183.80 Lakhs in the previous year.

4. CAPITAL STRUCTURE

Authorized Share Capital

The Authorized Share Capital of the Company as on 31^st March, 2023 stands at ''50,00,00,000/- (Rupees Fifty Crore Only) Equity Shares of '' 10 (Rupees Ten Only) each. During the year, the Company has increased its Authorized Share Capital from '' 35,00,00,000/- to '' 50,00,00,000/- through Shareholders approval via Postal ballot dated 05^th February, 2023.

Paid-up Share Capital

The paid-up share capital of the Company as on 31^st March, 2023 is '' 32,54,47,190

During the year 2022-23, the Company has issued 6,38,131 Equity Shares, the details are as below:			(Amt in '')
S. Allotment details No.	No. of Shares	Face value of shares	Paid up capital
1. Shares at the beginning of the Year	31,90,65,88	10	31,90,65,880
2. Rights issue allotment of fully paid up Equity Shares dated 24^th March, 2023	6,38,131	10	63,81,310
3. Shares at the end of the Year	3,25,44,719	10	32,54,47,190

Note:

1. Paid up Share capital of the Company has been increased from 3,25,44,719 to 3,26,69,719, pursuant to allotment of 1,25,000 Equity Shares to the Eligible Employees of the Company under Share India Employees Stock option Scheme, 2022 on 4^th May, 2023.

2. Paid up Share capital of the Company has been further increased from 3,26,69,719 to 3,26,70,490 pursuant to allotment of 227 Equity Shares and 544 Equity Shares on conversion of Detachable Warrants into fully paid up Equity Shares on 11^th July, 2023 and 9^th August, 2023, respectively.

Warrants Note

The Rights Issue Committee at their meetings held on July 11,2023 and August 9, 2023, had, considered and approved the allotment of 227 and 544 Fully Paid up Equity Shares of the Company of Face value of '' 10/-each pursuant to conversion of Detachable Warrants on payment of conversion amount, i.e., '' 525/- (Rupees Five Hundred Twenty-Five only) per detachable warrant, being the balance amount payable for conversion of detachable warrants into fully paid up Equity Shares.

Post aforesaid allotment the paid-up share capital of the Company is '' 32,67,04,900 consisting of 3,26,70,490 equity shares of '' 10 each.

Rights Issue

The Board of Directors of your Company at its meeting held on 26^th December, 2022, inter-alia, considered and approved the raising of funds by way of Rights Issue and constituted Rights Issue Committee of the Board for the purpose of giving effect to the Issue.

Further in this regard, the Rights Issue Committee of the Board of Directors of Share India Securities Limited (âthe Companyâ) in its meeting held on 24^th March, 2023, considered and approved the allotment of 6,38,131 fully paid-up Rights Equity Shares of Face Value of '' 10/- each at an issue price of '' 700/- per Equity Share [including a premium of '' 690/- per Equity Share] along with 1,08,48,227 Detachable Warrants for Cash at a price of '' 700/- per warrant of which '' 175/- per Warrant has been paid-up on application. The balance amount of '' 525/- per Warrant shall be payable at the

time of exercise of the Detachable Warrants, the last date of which is 23^rd September, 2024.

Statement of Deviation or Variation

During the Financial Year 2022- 2023, the Company has issued 6,38,131 fully paid up Equity Shares of face value of '' 10 each for cash at a price of '' 700 per Rights Equity Share along with 1,08,48,227 partly paid Detachable Warrants for Cash at a price of '' 700 per Detachable Warrant through Rights Issue to collectively raise '' 80,404.51 lakhs. Further in this regard, there is no deviation or variation in the utilization of funds which have been raised during the period under review w.r.t the aforesaid Rights Issue.

Employees Stock Option Scheme

The Company has in force the following Schemes, which were framed under the (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI 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 24^th February, 2022 vide Postal Ballot, the Company adopted Share India Employees Stock Option Scheme 2022 (âShare India ESOP 2022'') and implemented it to reward the eligible employees [as selected by the Nomination and Remuneration Committee (also referred to as âNRC/Committee/Compensation Committeeâ)], 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 employee stock options. Share India ESOP 2022 was implemented for grant of not exceeding 6,00,000 Stock Options in aggregate, at an Exercise price of '' 10 per share. Options granted under Share India ESOP 2022 would vest on such date being the date immediately after the date of expiry of one year from the date of acceptance of the options granted to such participant.

As of 31^st March, 2023, out of the 6,00,000 stock options so granted, no stock options have been vested.

Share India Employees Stock Option Scheme - II

Pursuant to the approval of the members at their Annual General Meeting held on 22^nd September, 2022, the Company adopted Share India Employees Stock Option Scheme - II (âShare India ESOP II'') and implemented it to reward the eligible employees [as selected by the Nomination and Remuneration Committee (also referred to as âNRC/Compensation Committee/Committeeâ)], 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 employee stock options. Share India ESOP 2022 was implemented for grant of not exceeding 1,00,000 Stock Options in aggregate, at an Exercise price of '' 10 per share. Options granted under Share India ESOP II would vest up to five years from the date of grant of options at the discretion of and in the manner prescribed by the Committee.

In compliance with the SEBI Regulations 2021 a certificate from the Secretarial Auditors confirming implementation of the above Schemes have been obtained.

The statutory disclosures as mandated under the Act and the SEBI Regulations 2021 are available on the Company''s website at https://www.shareindia. com/data/uploads/Investor_Relations_Files/IRFile_ Name_1689239638.pdf.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise. It has neither issued Sweat Equity Shares.

5. SHIFTING OF REGISTERED OFFICE

The Board of Directors of the Company vide resolution passed by circulation on 02^nd February, 2023 approved the shifting of Registered office of the Company within the local limits of the city from âUnit No. 604A-B, 605A-B, Tower A, 6^th Floor, World Trade Centre, Gift City, Block-51, Zone 5, Road 5E, Gandhi Nagar, Gujrat-382355â to 1701, 17^th Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar-382355. Further, the address of registered office of the Company was again changed from â1701, 17^th Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar, Gujarat- 382355â to 1701-1703, 17^th Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355 vide resolution of Board of Directors of the Company passed by circulation on 28^th April, 2023.

6. DIVIDEND

During the year under review, the Company has paid 1^stand 2^nd interim dividend of '' 2/- each per equity share of face value of '' 10/- each.

We are pleased to recommend a final dividend of '' 4.50/- per equity share of face value of '' 10/- each for Financial Year 2022-23 to members of the Company.

The total dividend for Financial Year 2022-2023 including the final dividend, if approved by the members, would amount to '' 8.50/- per equity share of face value of '' 10/- each as compared to '' 6/- per equity share of face value of '' 10/- each in the previous year.

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The said policy is available on the website of the Company https://www.shareindia.com/data/uploads/ Investor_Relations_Files/IRFile_Name_1660630686.pdf

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company had not transferred any amount/shares to Investor Education and Protection Fund.

8. 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 read with Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year ended 31^st March, 2023. Therefore, the details as required under Rule 8(5)(v) and 8(5)(vi) have not been provided.

9. TRANSFER TO RESERVES

During the year under review, the Company has made net profit of '' 22,901.77 Lakhs, which form part of Retained Earnings.

The Company is not required to transfer any amount to Statutory Reserves. The Board has decided to retain the entire amount of profits for FY 2023 in the profit and loss account and does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

10. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31^st March, 2023 is available on the Company''s website and can be accessed https://www.shareindia. com/data/uploads/Investor_Relations_Files/IRFile_ Name_1689318222.pdf

11. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

The Company had the following Subsidiaries as on 31^st March, 2023:

Sl. No.	Name of the Company	Status
1.	Share India Capital Services Private Limited	Wholly-owned Subsidiary
2.	Share India Securities (IFSC) Private Limited	Wholly-owned Subsidiary
3.	Share India Fincap Private Limited	Wholly-owned Subsidiary
4.	Total Securities (IFSC) Private Limited	Wholly-owned Subsidiary
5.	Share India Algoplus Private Limited²	Wholly-owned Subsidiary
6.	Share India Smile Foundation	Wholly-owned Subsidiary
7.	Share India Global Pte Ltd	Wholly-owned Subsidiary
8.	Share India Insurance Brokers Private Limited	Wholly-owned Subsidiary
9.	Utrade Solutions Private Limited	Subsidiary
10.	Algowire Trading Technologies Private Limited	Subsidiary

During the year under review:

1. Share India Commodity Brokers Private Limited has ceased to be an Associate Company of the Company w.e.f. 19^th December, 2022.

2. Total Commodities (India) Private Limited, Wholly-owned Subsidiary of the Company, has changed its name to Share India Algoplus Private Limited w.e.f. 16^th November, 2022.

3. Total Securities Overseas Limited, Wholly-owned Subsidiary of the Company, has been liquidated. However, the process of winding up of the Company is in process.

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: https://www.shareindia.com/data/uploads/Investor_ Relations_Files/IRFile_Name_1676523490.pdf.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of our subsidiaries and associate company, for the Financial Year ended 31^st March, 2023, in the prescribed format AOC-1, is attached to the Consolidated Financial Statements of the Company (refer Note 64 of Consolidated financial statements).

Highlights of the Financial Performance of our Subsidiaries & Wholly Owned Subsidiaries as on 31^st March, 2023 is annexed herewith as Annexure - 8.

12. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of

your Company during the Financial Year 2022-23.

13. DETAILS OF DIRECTORS OR KMP APPOINTED / RESIGNED DURING THE YEAR

During the year under review:

1. The Board of Directors at its Meeting held on 9^th July, 2022 approved the change in designation of Mrs. Saroj Gupta, Whole-time Director of the Company to Non-Executive Director of the Company w.e.f. 21^st July, 2022.

2. Mr. Jatinder Pal Singh, Mr. Sulabh Jain, Mr. Jatin Bansal, Independent Directors, resigned from the Directorship of the Company w.e.f. 31^st July, 2022. Further, Mr. Singh, Mr. Jain and Mr. Bansal have confirmed that there were no material reasons for their resignation other than those provided in their resignation letter.

3. The Members of the Company at 28^th Annual General Meeting held on 22^nd September, 2022:

A) appointed Mr. Sachin Gupta (DIN: 00006070) and Mr. Vijay Girdharlal Vora (DIN: 00333495) who retires by rotation and being eligible, offered themselves for re-appointment.

B) re-appointed Mr. Parveen Gupta as the Managing Director of the Company for a period of 5 years w.e.f. 21^st July, 2022.

C) re-appointed Mr. Sachin Gupta as the Whole Time Director of the Company for a period of 5 years w.e.f. 21^st July, 2022.

D) appointed Mr. Yogesh Lohiya, Mr. Ashish Kumar, Mr. Rishabh Yadav and Mr. Mohammad Rubaid Khan as an Independent Director of the Company for a term of 5 consecutive years w.e.f. 23^rd August, 2022.

4. The Members of the Company, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors at their Meetings held on 06^th January, 2023, vide Postal Ballot notice dated 06^th January, 2023, appointed Mr. Gopalapillai Prassana Kumar and Mr. Shanti Kumar Jain as an Independent Director of the Company for a term of 5 consecutive years with effect from 06^th January, 2023.

5. Mr. Ankit Taak, Independent Director, resigned from the Directorship of the Company w.e.f. 25^th June, 2023.

6. Mr. Rishabh Yadav Independent Director, resigned from the Directorship of the Company w.e.f 30^th June, 2023.

Mr. Kamlesh Vadilal Shah (DIN : 00378362) and Mr. Parveen Gupta (DIN : 00013926) retires by rotation at the forthcoming AGM and being eligible, have offered themselves for 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 shall be given in the Notice of the forthcoming AGM.

There were no other changes in the Board and the Key Managerial Personnel during the year.

14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Further, 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, during the Financial Year 2022-23 all the Directors whose appointments as Independent Directors of the Company have been approved by the Shareholders during the year, are persons of integrity and possess relevant expertise and experience. Further, the Independent Directors have been exempted/successfully qualified the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

15. 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 Policy governs the criteria for determining qualifications, positive attributes and independence of a Director and lays down the remuneration principles for Directors, Key Managerial Personnel and other employees.

The Policy aims to enable the Company to attract, retain and motivate directors of the quality required to run the company successfully. The policy ensures that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and remuneration to directors, key managerial personnel and senior management 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.

A copy of said policy is placed on the website of the Company at https://www.shareindia.com/ data/uploads/Investor_Relations_Files/IRFile_ Name_1660630639.pdf.

16. MEETING OF THE BOARD AND COMMITTEES

During the Financial Year ended 31^st March, 2023:

a) Board of Directors of the Company met 12 (Twelve) times,

b) Members of Audit Committee of the Board of Directors of the Company met 13 (Thirteen) times,

c) Members of Nomination and Remuneration Committee of the Board of Directors of the Company met 6 (Six) times,

d) Members of Stakeholder & Relationship Committee of the Board of Directors of the Company met 4 (Four) times,

e) Members of Corporate Social Responsibility Committee of the Board of Directors of the Company met 6 (Six) times,

f) Members of Risk Management Committee of the Board of Directors of the Company met 2 (Two) times.

The details of composition, terms of reference and meetings held and attended by 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.

17. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

view of the state of affairs of the Company as at 31^st March, 2023 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 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) 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.

18. STATUTORY AUDITOR & AUDITORSâ REPORT

The Members of the Company at their Annual General Meeting held on 26^th September, 2019, had approved the appointment of M/s. SVP & Associates, Chartered Accountants (Firm Registration No. 003838N), as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 25^th AGM till the conclusion of 30^th AGM of the Company to be held in the year 2024.

M/s. SVP & Associates, Chartered Accountants, Statutory Auditors of your Company has audited the Financial Statements of the Company for the Financial Year ended 31^st March, 2023. 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.

19. INTERNAL AUDITOR

In terms of the provisions of Section 138 of the Act, M/s. Sunil K Varshney & Associates, were appointed as the Internal Auditor of the Company. The Audit Committee, in consultation with the Internal Auditor, formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, inter-alia, reviews the Internal Audit Reports.

20. SECRETARIAL AUDITOR & SECRETARIAL AUDITORSâ REPORT

As per provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s. Jaiswal and Associates, Company Secretaries as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended 31^st March, 2023, is annexed to this Report as âAnnexure-2â.

The Secretarial Auditor''s Report for the Financial Year 2022-23, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, do not call for any further explanation.

Also, your Company has Material Subsidiary namely Share India Algoplus Private Limited (formerly known as Total Commodities (India) Private Limited), therefore the provision relating to the Secretarial Audit of material subsidiary as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is applicable and Secretarial Audit Report of the aforementioned Company is annexed to this Report as âAnnexure- 2A.â

Share India Fincap Private Limited has become a material subsidiary of the Company, based on the Audited Financial Statements for the Financial Year 2022-23, therefore the provision relating to the Secretarial Audit of material subsidiary as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is applicable and Secretarial Audit Report of the aforementioned Company is annexed to this Report as âAnnexure- 2B.â

21. 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 Companies Act, 2013 are provided in the notes to accompanying Standalone Financial Statements.

22. CONTRACT OR ARRANGEMENT WITH RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict with the interest of the Company. Therefore, no details are required to be provided in Form AOC-2 prescribed under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of Audit committee has been obtained for transactions which are of repetitive nature. During the year under review, the Company has entered into related party transactions, which were in ordinary course of business and at arm''s length basis, by virtue of omnibus approval of Audit Committee.

The Audit Committee on quarterly basis reviewed the related party transactions entered into by the Company.

For the purpose of determination of related party, related party transactions and review mechanism relating to such transactions, the Company has formulated a policy. The same is published on the website of the Company and can be accessed at https://www.shareindia.com/data/uploads/Investor_ Relations_Files/IRFile_Name_1665656991.pdf.

Further, your attention is drawn to the Related Party disclosures set out in Note no. 53 of the Standalone Financial Statements.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There has been no material changes and commitments affecting financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this report.

Members of Share India Insurance Brokers Limited, Wholly Owned Subsidiary of the Company, had on 19^th May, 2023, at its Extra-ordinary General Meeting approved the issuance of 3,09,000 (Three Lakh Nine Thousand) Equity Shares at a price of '' 11.89/- (Rupees Eleven and Eighty Nine Paisa Only) each amounting to '' 36,74,010/- (Rupees Thirty-Six Lakh Seventy Four Thousand and Ten Only) on a preferential basis.

Post aforesaid issue, the shareholding of the Company in Share India Insurance Brokers Private Limited will stand reduced to 94.35% and consequently, Share India Insurance Brokers Private Limited will cease to be a Wholly-Owned Subsidiary of the Company but will continue as Subsidiary of the Company.

24. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Director''s performance, various parameters like Director''s profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., are considered.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the Financial Year 2022-23 by Nomination and Remuneration Committee in consultation with the Board.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process.

25. ADDITIONAL DISCLOSURE AS PER

SCHEDULE V READ WITH REGULATION 34 (E) OF THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

a) Related Party Disclosure

The Company is in compliance with IND AS-24 on related party disclosure. For further details, please

refer Note No. 53 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 gives details of the industry structure, developments, opportunities, threats, performance and state of affairs of the Company''s business, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2022-23, and is annexed as Annexure -3.

c) Corporate Governance Report

The Corporate Governance Report as required is presented as forming part of this Report 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 of 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

Please refer Annexure-1, i.e., Corporate

Governance Report.

f) Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

As on 31^st March, 2023, following are the details in respect of Equity Shares lying in the suspense account which were issued in demat form:

Particulars	Number of shareholders	Number of Equity Shares	Number of Warrant Holders	Number of Warrants
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 1^st April, 2022	Nil	Nil	Nil	Nil
No. of shareholders/warrant holders added during the Year	8	47	6	544
Number of shareholders /warrant holders who approached the Company for transfer of shares/warrants from suspense account during the year¹	0	0	0	0
Number of shareholders/warrant holders to whom shares / warrants were transferred from suspense account during the year²	0	0	0	0
Aggregate number of shareholders / warrant holders and the outstanding shares/warrants in the suspense account lying as on 31^stMarch, 2023	8	47	6	544

Notes:

1. 8 shareholders/warrant holders approached the Company for transfer of shares/warrants during the Financial Year 2023-2024.

2. All the shares/warrants lying in the suspense account of the Company as on 31^st March, 2023 were transferred from the aforesaid suspense account to the respective demat accounts of the allottees during the current year

3. Currently there are no outstanding shares/ warrants lying in the aforesaid suspense account of the Company.

26. 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 Companies Act, 2013 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.

27. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred an expenditure of '' 19.65 lakhs in foreign exchange and has earned ''10.25 Lakhs in foreign exchange during the Financial Year 2022-23.

28. 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).

29. BUSINESS RISK MANAGEMENT

Your Company follows Risk Management framework with an endeavor to enhance the control environment via risk mitigation and reducing the impact of risks concerning 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.

Please refer Annexure- 1, i.e., Corporate Governance Report for more details.

30. COST RECORDS AND COST AUDIT REPORT

In terms with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

31. CODE OF CONDUCT FOR PREVENTION 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, 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 in purchasing, 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 Immediate Relatives. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulations, 2015.

32. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014:

Your Company has been undertaking CSR activities on a significant scale, upholding the belief that corporate have a special and continuing responsibility towards social development.

As a part of its initiative under the âCorporate Social Responsibilityâ (CSR) drive, the Company

has undertaken projects in the areas of promoting education, environment sustainability and health care. 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, monitor and execute the CSR activities of the Company.

The CSR Policy is available on the website of the Company https://www.shareindia.com/data/uploads/ Investor_Relations_Files/IRFile_Name_1660630773. pdf. The Annual Report on CSR activities of the Company during the year under review is attached as âAnnexure - 4''.

33. 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 has been denied access to the Audit Committee. The copy of vigil mechanism policy is put on the Company''s Website and may be accessed at https://www.shareindia.com/data/uploads/Investor_ Relations_FilesdRFile_Name_1686225825.pdf.

34. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company held a separate meeting without the attendance of Non-Independent Directors and members of the management on 25^th January, 2023, for discussing and reviewing the performance of non-Independent Directors, the Board and the Chairman of the Company and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

35. 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 Companyâs operations in future.

36. INTERNAL FINANCIAL CONTROLS

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. 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.

37. 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.

The statement containing details of employees as required under Section 197(12) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âthe Rules''), as amended, form part of this report and is annexed as Annexure 6.

38. 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 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. Also, adequate workshops and awareness programmes against sexual harassment are conducted across the organization to ensure that secure working environment is provide 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 Company''s process ensures complete anonymity and confidentiality of information. The following is a summary of sexual harassment complaints received and disposed off during the financial year 2022-23:

No. of Complaints received : Nil

No. of Complaints disposed off : Nil

Also, Company conducts awareness programme to enhance awareness knowledge about sexual harassment within the Company at regular intervals.

39. INSURANCE

The Company''s assets are adequately insured against all major risks including loss on account of business interruption caused due to property damage. The Company has also taken Directors'' and Officers'' Insurance Policy to provide coverage against the liabilities arising on them.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (âBRSRâ) 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.

41. 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 (31 of 2016) during the Financial Year 2022-23.

ii. The Company had not entered into any one-time settlement with any Bank or any Financial Institution.

42. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company''s Bankers, 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.

By Order of Board of Directors For Share India Securities Limited

Sd/- Sd/-

Parveen Gupta Sachin Gupta

DATE: August 23, 2023 Chairman & Managing Director CEO & Whole-Time Director

PLACE: Noida DIN: 00013926 DIN: 00006070

Mar 31, 2018

Dear Members,

Share India Securities Limited

6th Milestone, New Bhai-Chara Complex,

Opp. Mata Mandir, Chikambarpur, UP Border,

Sahibabad, Uttar Pradesh-201006

The Directors have pleasure in presenting 24^th Annual Report of the Company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

(Amount in â000)

particulars	For the Year ended	For the Year ended
	March 31, 2018	March 31, 2017
Revenue from Operations	13,31,721.02	10,63,598.38
Other Income	71,536.13	37,811.68
Total Revenue	14,03,257.15	11,01,410.06
Less: Employee Benefits Expenses	2,33,926.71	1,81,271.03
Less: Other Expenses	8,63,269.56	7,45,189.51
Profit Before Finance Cost, Depreciation & Taxes	3,06,060.88	1,74,949.52
Less: Finance Cost	53,249.97	32,501.51
Less: Depreciation and Amortization	20,715.62	18,490.59
Profit Before Tax	2,32,095.28	1,23,957.42
Less: Current Tax	80,564.54	44,730.43
Deferred Tax	(3,592.88)	(1,624.21)
Profit After Tax	1,55,123.63	80,851.20
Earnings per Share (Basic) (Rs.)	7.23	4.37
Earnings per Share (Diluted) (Rs.)	7.23	4.37

2. state of companyâs affairs

The financial year 2017-2018 was yet another year of robust performance by the Company. During the year, the revenue from operations recorded a jump of more than 25.21 % in comparison to financial year 2016-2017. Consequently, the Profit after Tax (PAT) as well as Earnings per Share (EPS) also recorded a jump of 91.86 % and 65.45% respectively.

The afore-mentioned performance was the result of consistent efforts made by company in optimizing its broking as well as trading operations. As Indian growth story seems to be line with expectations, your directors are also very optimistic about future prospects of your Company.

3. CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND analysis

The Company achieved a consolidated turnover of Rs. 13,330.09 Lakhs in the year ended March 31, 2018, an increase of 25.39% as compared to Rs. 10,630.99 Lakhs in the previous year. The Company earned Consolidated Net Profit of Rs. 1534.75 Lakhs in the year ended March 31, 2018, which was an increase of 92.72% as compared to Rs. 796.36 Lakhs in the previous year.

4. CAPITAL STRUCTURE

During the year, the following changes were effected in the Share Capital of your Company:-

i) Increase in Authorised Share Capital

The Authorised Share Capital of Your Company was increased from Rs. 6,00,00,000 (Rupees Six Crore) to Rs. 25,00,00,000 (Rupees Twenty Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each on July 22, 2017.

ii) Issue of Bonus Shares

During the Year under review, 1,38,69,441 No. of Equity Shares of Rs. 10/- each, fully paid up were allotted as Bonus Shares in proportion of 3 (Three) equity shares for every 1(One) equity share i.e in the ratio of 3:1on July 26, 2017.

iii) Initial Public Offer (IPO)

During the Year under review, your Company came up with a Public Issue of 64,32,000 Equity Shares of Rs. 10/- each at a premium of Rs. 31/-per share aggregating to the total issue size of Rs. 2637.12 Lakhs consisting of an offer for sale of 5,00,000 equity shares and fresh issue of 59,32,000 equity shares. Consequently the shares of the Company have been listed on SME Platform of BSE Limited on October 05, 2017.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise. It has neither issued ESOP nor Sweat Equity Shares and does not have any scheme to fund its employees to purchase the shares of the Company.

5. DIVIDEND

In view of the future expansion plans of the Company, the Board of Directors have decided not to recommend any Dividend for the financial year ended March 31, 2018.

6. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 during the financial year ended March 31, 2018.

7. TRANSFER TO RESERVES

Your Company has transferred a sum of Rs. 15,51,23,625.60/- (Rupees Fifteen Crore Fifty One Lakh Twenty Three Thousand Six Hundred Twenty Five and Sixty Paisa Only) to General Reserves for the financial year ended March 31, 2018.

8. EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 an extract of the Annual Return in MGT 9 are placed on the website of the Company www.shareindia.com.

9. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

As on March 31, 2018 we have 2 (Two) Subsidiary companies and 1 (One) Associate company. During the year under review, no entity became or ceased to be the subsidiary, joint venture or associate of the Company. Further, a statement containing the salient features of the financial statement of our Associate and Subsidiary companies in the prescribed format AOC-1 is appended as âAnnexure 1â to the Boards report.

Highlights of the Performance of its Wholly Owned Subsidiary and Associate Company

	For the Year ended March 31, 2018
Particulars	Share India Capital Services Private Limited (WOS)	Share India Securities (IFSC) Private Limited (WOS)	Share India Commodity Brokers Private Limited (Associate)
Revenue from Operations	0	12,88,119.00	10,44,09,194.46
Other Income	2,00,000.00	1,13,466.00	4,62,335.45
Total Revenue	2,00,000.00	14,01,585.00	10,48,71,529.91
Less: Employee Benefits Expenses	6,53,976.00	1,72,500.00	3,47,760.00
Les: Trade Purchase	0	0	9,64,81,882.24
Less: Other Expenses	3,79,550.00	11,67,989.00	38,65,428.44
Profit Before Finance Cost, Depreciation & Taxes	(8,33,526.00)	61096.00	4176459.23
Less: Finance Cost	1,599.00	8,53,605.00	29,47,640.60
Less: Depreciation and Amortization	0	20,905.00	31,324.23
Profit Before Tax	(8,35,125.00)	(813414.00)	1,19,74,944.00
Less: Current Tax	0	0	5,97,124.00
Deferred Tax	0	0	(1,62,470.00)
Profit After Tax	(8,35,125.00)	(813414.00)	762840.00
Earnings per Share (Basic) (Rs.)	(0.67)	(0.65)	0.57
Earnings per Share (Diluted) (Rs.)	(0.67)	(0.65)	0.57

10. CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business of your Company during the financial year 2017-18.

11. DETAIL OF DIRECTORS OR KMP APPOINTED / RESIGNED DURING THE YEAR

During the Year under review, Mr. Rohin Gupta was appointed as a Whole - Time Director and Mr. Santosh Kumar Taneja was appointed as an Independent Director w.e.f July 22, 2017. Mr. Saurabh Gupta has resigned from his directorship w.e.f 31st July, 2017. The Designation of Mr. Parveen Gupta has been changed from Director to Chairman & Managing Director and Designation of Mr. Sachin Gupta, Mr. Rajesh Gupta and Mrs. Saroj Gupta has been changed from Directors to Whole-Time Director w.e.f July 22, 2017. Mr. Rakesh kumar Sharma and Mr. Vikas Kumar Mittal has been regularized and appointed as an Independent Director of the Company w.e.f July 22, 2017.

12. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors, Mr. Vikas Kumar Mittal, Mr. Rakesh Kumar Sharma and Mr. Santosh Kumar Taneja have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

13. POLICY ON DIRECTORâS APPOINTMENT AND POLICY ON REMUNERATION

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the company regularly review the policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee consists of 3 (Three) Members i.e

1. Mr. Vikas Kumar Mittal - Chairman (Independent Director)

2. Mr. Rakesh Kumar Sharma - Member (Independent Director) and

3. Mr. Yash Pal Gupta - Member (Non-Executive Director)

A copy of relevant policy is placed on the website of the company at www.shareindia.com.

14. MEETING OF THE BOARD AND COMMITTEES

I. Board Meeting

There were 20 (Twenty) Meetings held by Board of Directors during the Financial Year 2017-18. Date of the Board meetings are as under:

Sl. No.	Date of the Board Meeting	Sl. No.	Date of the Board Meeting
1.	03/04/2017	2.	25/04/2017
3	11/05/2017	4.	01/06/2017
5.	19/06/2017	6.	06/07/2017
7.	26/07/2017	8.	18/08/2017
9.	01/09/2017	10.	14/09/2017
11.	30/09/2017	12.	10/10/2017
13.	16/11/2017	14.	29/11/2017
15.	23/12/2017	16.	09/01/2018
17.	25/01/2018	18.	12/02/2018
19.	01/03/2018	20.	31/03/2018

Number of Meeting attended by the Board of Directors

Sl. No.	Name of Director	No. of Board Meetings Attended
1.	Mr. Rajesh Gupta	20
2.	Mr. Sachin Gupta	20
3.	Mrs. Saroj Gupta	09
4.	Mr. Yash Pal Gupta	18
5.	Mr. Praveen Gupta	20
6.	Mr. Saurabh Gupta	06
7.	Mr. Rohin Gupta	12
8.	Mr. Vikas Kumar Mittal	03
9.	Mr. Rakesh Kumar Sharma	03
10.	Mr. Santosh Kumar Taneja	01

II. Number of Meeting attended by the Members of Audit Committee

There were 4(Four) Meetings held by members of Audit Committee during the Financial Year 2017-18. Date of the Audit Committee meetings are as under:

Sl. No.	Date of the Meeting
1.	03/04/2017
2.	01/06/2017
3.	29/11/2017
4.	12/02/2018

Number of Meeting attended by the Members of Audit Committee

Sl. No.	Name of Director	Designation	No. of Board Meetings Attended
1.	Mr. Rakesh Kumar Sharma	Chairperson	2
2.	Mr. Vikas Kumar Mittal	Member	2
3.	Mr. Parveen Gupta	Member	4

III. Corporate Social Responsibility Committee Meeting

There were 2(Two) Meetings held by members of Corporate Social Responsibility (CSR) Committee during the Financial Year 2017-18. Date of the CSR Committee meetings are as under:

Sl. No.	Date of the Meeting
1.	18/08/2017
2.	25/01/2018

Number of Meeting attended by the Members of Corporate Social Responsibility Committee

Sl. No.	Name of Director	Designation	No. of Board Meetings Attended
1.	Mr. Parveen Gupta	Chairperson	2
2.	Mr. Sachin Gupta	Member	2

IV. Nomination and Remuneration Committee Meeting

There were 2(Two) Meetings held by members of Nomination and Remuneration Committee during the Financial Year 2017-18. Date of the Nomination and Remuneration Committee meetings are as under:

Sl. No.	Date of the Meeting
1.	06/07/2017
2.	01/03/2018

Number of Meeting attended by the Members of Nomination and Remuneration Committee

Sl. No.	Name of Director	Designation	No. of Board Meetings Attended
1.	Mr. Vikas Kumar Mittal	Chairperson	1
2.	Mr. Rakesh Kumar Sharma	Member	1
3.	Mr. Yash Pal Gupta	Member	2

V. Stakeholders Relationship Committee Meeting

There were 4 (Four) Meetings held by members of Stakeholders Relationship Committee during the Financial Year 2017-18. Date of the Stakeholders Relationship Committee meetings are as under:

Sl. No.	Date of the Meeting
1.	06/07/2017
2.	30/09/2017
3.	27/10/2017
4.	09/01/2018

Number of Meeting attended by the Members of Stakeholders Relationship Committee

Sl. No.	Name of Director	Designation	No. of Board Meetings Attended
1.	Mr. Yash Pal Gupta	Chairperson	4
2.	Mr. Parveen Gupta	Member	4
3.	Mr. Sachin Gupta	Member	4

15. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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, 2018 and of the Profit of the Company for the year ended on that date;

d) The 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.

16. AUDITORSâ REPORT

Auditors'' report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Further, since the Auditors have not reported any instances involving Fraud in their Audit Report, the particulars as prescribed under Section 134(3) (ca) of the Companies Act, 2013 have not been provided.

* Ratification of the appointment of Auditor in every Annual General Meeting as per first proviso to sec 139 of the Companies Act, 2013 has been omitted as per the notification of Companies (Amendment) Act, 2017 w.e.f 7^th May, 2018.*

17. SECRETARIAL AUDITORSâ REPORT

As per provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s Jaiswal & Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2018, is annexed to this Report as âAnnexure-2â.

The Secretarial Auditor''s Report for the financial year 2017-18, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, do not call for any further explanation.

18. 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 Companies Act, 2013 are provided in the notes to accompanying standalone financial statement.

19. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee for approval .Prior Omnibus approval of Audit committee has been obtained for transactions which are of repetitive nature.

For Further Details, your attention is drawn to the Related Party disclosures set out in Note no.28 of the Financial Statements.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Your Company has acquired all the shares of M/s Windpipe Finvest Private Limited and M/s Windpipe Finvest Private Limited become Wholly Owned Subsidiary of your Company w.e.f May 04, 2018.

Your Directors at their meeting held on August 23, 2018 accorded their in-principal approval to the proposal of restructuring (Merger) of M/s Total Securities Limited, member of National Stock Exchange India Limited(NSE) and BSE limited (BSE) with your Company.

21. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2017-18 by Nomination and Remuneration Committee in consultation with the Board.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as forming part of this Annual Report as âAnnexure-3â.

23. CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

As per provisions of Regulation 15(2)of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, Compliance with the corporate governance provisions as specified in regulations 17,18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V shall not apply, in respect

(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

(b) the listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the Financial Year-2017-18 and Certification from auditors or practicing company secretaries regarding compliance of conditions of corporate governance are also not required to be annexed with the Annual Report.

24. 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.

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred an expenditure of Rs. 2,60,56,765.40/- (Rupees Two Crore Sixty Lakhs Fifty Six Thousand Seven Hundred Sixty Five and Fourty paisa) in foreign exchange and earned Rs. Nil in foreign exchange during the Financial Year 2017-18.

26. LISTING WITH STOCK EXCHANGES:

The Company was unlisted Public Company and listed during the year under review on BSE SME Platform on October 05, 2017.

Your Company has paid Annual Listing Fees for the Financial Year 2017-18 to the BSE Limited where the Company''s Shares are listed.

27. BUSINESS RISK MANAGEMENT

Your company is in the process of strengthening its Risk Management framework with an endeavor to enhance the control environment via risk mitigation and reducing the impact of risks concerning 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.

28. COST RECORDS AND COST AUDIT REPORT

In terms with the provisions of section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

29. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company''s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, 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 closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on company''s website www.shareindia.com.

30. CORPORATE SOCIAL RESPONSIBILITY (POLICY)

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility), Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company www.shareindia.com.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises of:

1. Mr. Parveen Gupta - Chairman (Chairman and Managing Director)

2. Mr. Vikas Kumar Mittal - Member (Independent Director)

3. Mr. Sachin Gupta - Member (CEO& Whole-Time Director)

The report on CSR activities of the Company is attached as âAnnexure-4â.

31. AUDIT COMMITTEE

The Audit Committee of the Company Comprises of following Directors:

1. Mr. Rakesh Kumar Sharma- Chairman (Independent Director)

2. Mr. Vikas Kumar Mittal - Member (Independent Director)

3. Mr. Parveen Gupta - Member (Chairman & Managing Director)

There have not been any instance/s wherein recommendations of Audit Committee have not been accepted by Board of Directors of Your Company.

32. 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 has been denied access to the Audit Committee. The copy of vigil mechanism policy is put on the Company''s Website and may be accessed at www.shareindia.com

33. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company Comprises of following Directors:

1. Mr. Yash Pal Gupta - Chairman (Non-Executive Director)

2. Mr. Sachin Gupta - Member (CEO& WTD)

3. Mr. Parveen Gupta - Member (Chairman & Managing Director)

The following is a summary of investors complaints received and disposed off during the financial year 2017-2018:

No. of Complaints received : 01

No. of Complaints disposed off : 01

No. of Complaint Pending : Nil

34. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors Committee of the Company Comprises of following Independent Directors:

1. Rakesh Kumar Sharma

2. Vikas Kumar Mittal

3. Santosh Kumar Taneja

During the year under re view, the Independent Directors met on March 09, 2018 , discussed and reviewed the performance of non-Independent Directors, the Board and the Chairman of the Company and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators / Courts during the financial year ended March 31, 2018 which may impact the going concern status and/or operations of the Company in future.

36. 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 Board has appointed Internal Auditors to more strengthen the internal Financial Controls. Internal Auditors directly reports to the Audit Committee or Board of Directors of the Company. Audit Committee of the Board periodically reviews the functioning of the company to examine the adequacy and effectiveness of the internal control systems. 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.

37. PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, details as required Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

The details forming part of top ten employees in terms of remuneration of the Company is annexed herewith as âAnnexure-5â.

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 are given below:

Rule 5	Particulars		Details
(i)	The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	Name of Director	Designation	Remuneration	Ratio to the Median
		Parveen Gupta	Chairman & Managing Director	21,60,000	8.47:1
		Rajesh Gupta	Whole Time Director	21,60,000	8.47:1
		Sachin Gupta	Whole Time Director	20,40,000	8:1
		Saroj Gupta	Whole Time Director	21,60,000	8.47:1
		Rohin Gupta	Whole Time Director	32,20,000	12.62:1
(ii)	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year.	Name	Designation	% of increase
		Parveen Gupta	Chairman & Managing Director	NIL
		Rajesh Gupta	Whole Time Director	NIL
		Sachin Gupta	Whole Time Director	NIL
		Saroj Gupta	Whole Time Director	NIL

Rule 5	Particulars		Details
		Rohin Gupta	Whole Time -Director
		Vikas Aggarwal	Company 11.5% Secretary & Compliance Officer
		Vijay Kumar Rana	Chief Financial -Officer
(iii)	The percentage increase in the median remuneration of employees in the financial year.	21.42%
(iv)	The number of permanent employees on the rolls of the company.	690 no. of Employees
(viii)	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	The average % increase was 10% for all employees during the year. The increase is on the basis of performance of the Company and regular increment on yearly basis as per the Company''s policy. There is no increase in the managerial remuneration of the Company
(xii)	It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.	Pursuant to Rule 5(1 )(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of the Company.

Note: Rule 5 (1)(v), (vi), (vii), (ix), (x) and (xi) was omitted w.e.f.30th June, 2016 vide as Notified by Ministry of Corporate Affairs vide Notification GSR.646(E)

38. 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 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. 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 disposed off during the financial year 2017-2018:

No. of Complaints received : Nil

No. of Complaints disposed off : Nil

39. ACKNOWLEDGEMENTS

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.

By Order of Board of Director

For Share India Securities Limited

Sachin Gupta Parveen Gupta

CEO & WTD Chairman & Managing Director

DIN: 00006070 DIN: 00013926

Add: 306, Jagriti Enclave, Delhi-110092 Add:179, Hargobind Enclave, Delhi-110092

Place : Sahibabad

Date : September 01, 2018

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