Equity Analysis

To,

The Members,

Your Directors are pleased to present the 18th Annual Report of the business and operations of your Company Shree OSFM E-Mobility Limited(hereinafter referred to as the said "Company" or "SHREE OSFM") accompanied with Audited Financial Statements for the Financial Year ended on March 31, 2024. The standalone performance of the Company has been consider whenever required.

The summarized financial performance for the financial year under review compared to the previous financial year is given here-in-below:

[Amounts in Lakhs]

The performance of the Company showed a substantial improvement during the financial year under review. The Company earned total revenue grew by 43.93 % at 11818.91 Lac (previous year 8211.30) and Net Profit after Tax grew by 178 % at 810.34 Lac (previous year 291.49 Lac)

Shree OSFM E Mobility Ltd is currently in a strong position, with robust financial health and a solid client base. As we look to the future, we are excited about our strategic decision to migrate to electric vehicles (EVs). This transition will not only reduce our carbon footprint but also align us with global sustainability goals, positioning us as a leader in green transportation solutions. We are committed to investing in EV technology and infrastructure, ensuring a seamless shift for our clients and employees. Our outlook remains positive as we embrace innovation and sustainability to drive future growth.

In order to conserve the profit for future years, the company do not recommend dividend for the financial year 2023-24.

There is no change in the nature of the business during the financial year under review

1. Initial Public Offer ("IPO") and Listing:

Pursuant to Section 23 (1) of the Companies Act, 2013 and other provision under the said Act and rules made thereunder read with chapter IX of the securities and exchange board of India (issue of capital and disclosure requirements) regulations, 2018 ("SEBI (ICDR) regulations"), as amended in terms of rule 19(2)(b) of the securities contracts (regulation) rules, 1957 had made Initial Public Offer aggregating to INR 24,59,60,000/-("Issue Size") and has issued and allotted 37,84,000 equity share of INR 10/- each at a price of INR 65/- per share through an Initial Public Offer. Furthermore, the Equity Shares of your company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME") on Thursday, December 21, 2023.

2. Preferential allotments:

On August 22, 2024, the Company has allotted 11,19,400 Equity Shares of Face Value of 10/- each at a premium of 127/- each amounting to 15,33,57,800/- to Strategic Investors being Non-Promoters on Preferential Allotment basis through Resolution passed in the Extra Ordinary General Meeting held on 29^th June, 2024.

As on March 31, 2024, the authorized capital of the Company was 20,00,00,000/- (Rupees Tewnty Crores only) divided into 2,00,00,000 (One crore only) Equity Shares of 10/- (Rupees Ten Only) each.

Further, the issued, subscribed and paid-up share capital of the Company was 14,28,40,000/- (Rupees Fourteen Crores Twenty-Eighty Lacs Forty Thousand only) divided into 1,42,84,000 (One Crore Forty-Two Lacs Eighty-Four Thousand Only) Equity Shares of 10/- (Rupees Ten Only) each.

No material changes and commitments affecting the financial position of the Company occurred between the financial years to which these financial statements relate on the date of this report.

However, as per the special resolution passed by the members of the company at the Extra-Ordinary General Meeting held on July 21, 2023, which approved the conversion of the company from a private limited to a public limited company and altered its Articles of Association (AoA) and Memorandum of Association (MoA), consequently, the company's name was changed from "SHREE OSFM E-MOBILITY PRIVATE LIMITED" to "SHREE OSFM E-MOBILITY LIMITED" by removing the word "private" before the word "limited.".

Section 125 of the Companies Act, 2013 (‘the Act'), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), provides that, all unpaid or unclaimed dividends shall be transferred by the Company to the IEPF Authority established by the Government of India after the completion of seven years. Further, according to the said IEPF Rules, the shares on which dividend remains unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

The Company does not have unclaimed dividends at the beginning and end of the year. Management Discussion and Analysis:

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as "Annexure I" and is incorporated herein by reference and forms an integral part of this report.

During the financial year under review, the following changes took place:

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Nitin Bhagirath Shanbhag [DIN: 01879334], Whole-time director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 18^th Annual General Meeting. The Board recommends the said reappointment for shareholders' approval.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities Exchange Board of India (Listing Obligations and Disclosure requirements, 2015, the Board's policy is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The existing policy is having a blend of appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2024, the Board had 5 (Five) members, consisting of 2 (Two) executive directors, 01(One) non-executive & independent woman director of the board is a woman and 2 (Two) Independent directors. Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting (‘AGM') of the Shareholders. Additional meetings are held, when necessary.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.

During the Financial Year 2023-24, the Company held 6 (Six) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 was adhered to while considering the time gap between two meetings.

Attendance details of Directors for the year ended March 31, 2024 are given below:

d) Separate Independent Directors: Board Evaluation & Discussions with Independent Directors

Formation of the Committees of the Board

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with Section 177 of the Companies Act, 2013 ("Act").

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

During the year 03 (Three) meetings of the Committee were held during the year ended 31^st March, 2024, the dates which are 26^th August, 2023, 19^th December, 2023 and 12^th February, 2024.

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

During the year ended 31^st March, 2024, 02 (Two) meeting of the Committee was held on 23^th August, 2023 and 12^th February, 2024.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

During the year, there have been no changes to the Policy. The same is annexed to this report as "Annexure II" and is available on our website www.shreeosfm.com.

During the year under review, the details of remuneration paid to Directors and Key Managerial Personnel are as under:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder's/ Investor's complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

During the year 02 (Two) meetings of the Committee were held during the year ended 31^st March, 2024, the date which is 26^th August, 2023 and 12^th February, 2024.

The details of complaints received and resolved during the Financial Year ended March 31, 2024 are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the directors have prepared the annual accounts on a ‘going concern' basis; the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regaultion, 2015 ("Code") for prohibition of insider trading in the securities of the SHREE OSFM to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information ("UPSI") by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India ("SEBI") with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

A. The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto in Annexure-III and forms part of this Report.

B. The details of the Top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in Annexure-IV and forms part of this Report.

C. None of the employees of the Company have drawn remuneration of 1,02,00,000 or more per annum or 8,50,000 or more per month or for any part of the year, except Ramnath Chandar Patil, Managing Director and Mr. Mr. Nitin Bhagirath Shanbhag, Whole-time Director, whose remuneration during FY 2023-24 was 1,50,00,000/- each p.a. There being no other employees falling under the subject category, the particulars required to be disclosed under Section 134 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.

D. None of the employees of the Company, employed throughout the year under review or part thereof, was in receipt of remuneration which was in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, exceeding two percent of the equity shares of the Company.

Pursuant to Notification dated 28^th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at: www.shreeosfm.com.

The Company does not have any subsidiary / Associate company and has not entered into joint venture with any other company.

The Members of the Company at the 17th Annual General Meeting (‘AGM') held on August 29, 2023 approved the appointment M/s. Kale Malde & Co., Mumbai, Chartered Accountant, (Firm Registration Number – 154422W), and they were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2028.

The Independent Auditors' Report for fiscal year 2024 provided by M/s. Kale Malde & Co. does not contain any qualification, reservation, or adverse remark. The Independent Auditors' Report is integrated in the 18th Annual Report.

Pursuant to Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report, accordingly, have been appointed Secretarial Auditors of the Company. The Board of Directors of your SHREE OSFM had already appointed Messer Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer reviewed firm, to act as the Secretarial Auditor. The Secretarial Audit Report for the financial year ended 31st March, 2024, as required under Section 204 of the Act.

The Secretarial Auditors' Report for fiscal 2024 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as "Annexure IV" to the Board's report, which forms part of this Integrated Annual Report.

The Company has in place adequate internal financial controls with reference to the financial statement. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed. The Audit Committee of the Board periodically reviews the internal control systems with the management, and Statutory Auditors.

Further, M/s. M. S. Sheth & Associates., Chartered Accountants (Firm Reg. No. 209318) acting as an Internal Auditor of the Company for a term of One (1) years i.e., from Financial Year 2023-24.

The Company has not provided stock options to any employee.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shreeosfm.com. The employees of the Company are made aware of the said policy at the time of joining the Company.

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 500 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of the Corporate Governance are not applicable to the Company pursuant to regulation 27 read with Regulation 15(2)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertake that when the above said provision applicable to the Company the same will be duly complied with in the period of 6 months.

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.

Related party transactions, if any, that were entered into during the period ended March 31, 2024, 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 Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 15 to the Significant Accounting policies part of this report.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy / power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company's total cost of operations. However, as a part of the Company's conservation of energy programme, the management has appealed to all the employees/workers to conserve energy.

The efforts made towards technology absorption:

In this era of competition, in order to maintain and increase the number of clients and customers, we need to provide the best quality services to our clients and customers at a minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

The Company has not imported any technology during the year under review;

The Company has not expended any expenditure towards Research and Development during the year under review.

The Company is committed to discharging its social responsibility as a good corporate citizen.

As per the Financial Statements for the period under review, stating an increment in the profit margins of the Company, which made applicable the provisions of Section 135 of Companies Act, 2013 on the Company w.e.f 01.04.2024. Consequently, the Company is required to formulate the Corporate Social Responsibility (CSR) Committee, if applicable as per stipulated provisions and Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, with the recommendation of the Board, and on the recommendation of such committee (if any), the Company shall spend such amount as may arrived by them on the basis of financial statements during the financial year 2024-25 and shall take note on the Report of the same in the ensuing financial year.

The Company has approved the CSR policy vide Board meeting dated 23^rd August, 2023. The Secretarial Auditors' Report is enclosed as "Annexure V"to the Board's report, which forms part of this Integrated Annual Report.

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company. However, In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at workplace (Prevention, prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year ended 31^st March 2024, Company has not received any complaint of harassment.

The shares of the Company are listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME") on Thursday, December 21, 2023 only.

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

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

Material changes and commitments affecting the financial position of the Company:

During the year under review there were no material changes which affect the financial position of the Company.

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

Place: Navi Mumbai Date: 29/08/2024