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SM Auto Stamping Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 42.36 Cr. P/BV 1.64 Book Value (Rs.) 18.89
52 Week High/Low (Rs.) 34/15 FV/ML 10/2000 P/E(X) 12.64
Bookclosure 01/09/2026 EPS (Rs.) 2.45 Div Yield (%) 0.00
Year End :2026-03 

The Directors of your Company are pleased to present their 20th Annual Report on the business and
operations of the Company along with the Audited Annual Financial Statements and the Auditors'
Report thereon for the financial year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS:

The Financial Performance of your Company for the financial year ended 31st March, 2026,
compared to the previous financial year is summarized as below:

(In Rupees)

(In Rupees)

PARTICULARS

31.03.2026

31.03.2025

Revenue from Operation

71,31,47,071

66,38,33,240

Other Income

1,78,36,013

1,88,71,552

Total Income

73,09,83,085

68,27,04,791

Total Expenditure

69,10,93,399

64,42,84,319

Profit/(Loss) before tax and prior

3,98,89,686

3,84,20,472

period items

Less: Prior Period Items

8,77,403

-

Profit Before Tax

3,90,12,283

3,84,20,472

Profit After Tax

2,78,05,355

2,74,97,446

The entire amount of profit for the year ? 2,78,05,355/- is retained as "Surplus" as shown in Note
No 3 of the financial statement for the year ended on 31st March 2026.

Review of Operations:

During the financial year 2025-26, your Company has achieved revenue from operations of ?
71,31,47,071 as compared to ? 66,38,33,240/-in the Previous Year. The profit after taxes and
deferred tax expenses for current financial year is ? 2,78,05,355/- as compared to ? 2,74,97,446/-
during the previous financial year.

2. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013, for the financial year
ended on 31st March 2026, the company has not proposed to transfer any amount to general
reserve account of the company.

3. DIVIDEND:

To give the benefit of investment to the shareholders, the Board of Directors has, in its meeting
held on 05th August, 2026, recommended a final dividend of ? 1.50/- (One Rupees and Fifty Paise)
per equity share of face value ? 10/- (Rupees Ten) each, subject to the approval of the members
in the ensuing 20th Annual General Meeting of the Company for the financial year ended on 31st
March, 2026.

The status of dividend remaining unclaimed as on 31st March 2026.

The Amount ? 16920/- is unpaid dividend as on 31st March 2026 as mentioned in the Note No 9
i.e. other current liabilities of financial statement for the year under review forming part of this
annual report.

The Company has hosted on its website the details of the unclaimed dividend/unclaimed
shares/interest/principal amounts for the FY 2022-23,

Dividend payment Status as on 31st March 2026 is as under -

Unclaimed

Dividend

Status

Whether
it can be
claimed

Can be claimed

Action to be taken

Interim
dividend
declared during
the financial
year 2022-2023

Amount ?
16,920/-

Amount

lying in

respective

Unpaid

Dividend

Account

Yes

From Registrars and
Transfer Agent

Bigshare Services Pvt
Ltd.

Submit CMS form to
ICICI bank with required
documents

One of the shareholders has put claim on un-paid dividend amount for Rs 9000/- which was paid
to respective shareholder on 18th May 2026. As on the date of this Directors report the status of
unpaid and unclaimed dividend is as below and the company has hosted revised statement of
unpaid / unclaimed dividend account on its website.

Unclaimed

Dividend

Status

Whether
it can be
claimed

Can be claimed

Action to be taken

Interim
dividend
declared during
the financial
year 2022-2023
Amount ?
7,920/-

Amount

lying in

respective

Unpaid

Dividend

Account

Yes

From Registrars and
Transfer Agent

Bigshare Services Pvt
Ltd.

Submit CMS form to
ICICI bank with required
documents

Updation of bank details for remittance of dividend/ cash benefits in electronic form

Shareholders holding shares in electronic form may please note that instructions regarding
change of address, bank details, e-mail ids, nomination and power of attorney should be given
directly to the DP.

Since all the shareholding of the company is in dematerialized form, the respective shareholders
is requested to claim the unclaimed dividend by contacting their DP and giving suitable
instructions to update the bank details in their demat account.

On and from April 1st, 2024 onwards, if payment of dividend is due the same shall be paid
electronically upon furnishing PAN, contact details including mobile number, bank account
details and specimen signature. Meanwhile, such unpaid dividend shall be kept by the Company
in the Unpaid Dividend Account in terms of the Companies Act, 2013.

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of the Business of the Company during the year under
review.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND DATE OF
REPORT: -

Pursuant to provisions of Section 134(3) (l) there were no material changes affecting financial
Position of the Company which have occurred between end of the financial year to which the
Financial statements relate and date of report.

6. SHARE CAPITAL:

A) Authorized Capital: As on 31st March 2026, the Authorized Share Capital of the Company is
?16,50,00,000/- consisting of 1,65,00,000 equity shares of ? 10/- each

B) Issued, Subscribed and Paid-up Capital: As on 31st March 2026, the issued, subscribed and paid-
up share capital of the Company is ?13,68,78,320/-consisting of 1,36,87,832 Equity Shares of ?
10/-each.

C) Changes in Share Capital: During the period under review, there was no change in the
authorized, subscribed, issued and paid-up share capital of the Company.

7. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with Differential Rights and hence no information as per
provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014 is furnished.

8. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any Sweat Equity Shares during the year under review and hence
no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the
Companies (Share Capital and Debentures) Rules, 2014 is furnished.

9. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any Equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1)(b) of the Act
read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

10. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of
the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is
furnished.

11. DEPOSITORY SYSTEM:

All i.e.1,36,87,832 Equity Shares of the Company are in dematerialized form as on 31st March, 2026.

12. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds required to be transferred to Investor Education and Protection
Fund (IEPF).

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a. Present composition of the Board of Directors: As on the date of this report, the Board of
Directors of the Company comprises of total Six Directors. The Composition of the Board of
Directors is as under:

Sr.

No.

Name of Directors

DIN

Designation

1

Mr. Mukund Narayan Kulkarni

00248797

Chairperson and Managing
Director

2

Mrs. Alka Mukund Kulkarni

06896902

Non-Executive Director

3

Mr. Suresh Gunawant Fegde

00248850

Whole Time Director

4

Mr. Jayant Suresh Fegde

07193063

Non-Executive Director

5

Mr. Sunilkumar Satyanarain
Dayama

08492339

Independent Director

6

Dr. Sanjay Ramchandra Bhargave

02235602

Independent Director

b. During the period under review, there were no any appointments/cessations/changes in
designation of directors of the Company.
c. Appointment of Directors Retirement by Rotation:

In accordance with the provisions of section 152 of Companies Act, 2013 read with rules
thereunder and as per Articles of Association of the Company, Mr. Mukund Narayan Kulkarni
(DIN: 00248797) liable to retire by rotation at the ensuing 20th Annual General Meeting and being
eligible to offer himself for re-appointment. The board recommends his re-appointment for your
approval in the ensuing annual general meeting. The brief details, as required under Secretarial
Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing
AGM.

d. Changes in Key Managerial Personnel during the year under review and post closure of
financial year.

Sr.

No.

Name

Designation

Change

1.

Mr. Vaibhav Bharat
Khadke

Chief Financial Officer

Cessation as the Chief
Financial Officer (CFO) of
the Company w.e.f. 25th
February 2026.

2.

Mr. Suresh Govind
Jagdale

Chief Financial Officer

Appointed as the Chief
Financial Officer of the
Company w.e.f. 1st March
2026.

3.

Mr. Pawan Pundlik
Mahajan

Company Secretary and Compliance
Officer

Cessation as Company
Secretary and Compliance
Officer (KMP) w.e.f. 30*
April 2026.

Appointed as Company

4

Mr. Vaibhav
Jitendra Chotia

Company Secretary and Compliance
Officer

Secretary and Compliance
Officer w.e.f. 1st May
2026.

14. INDEPENDENT DIRECTORS(I) A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149
:

In terms of Section 149 of the Act and the SEBI Listing Regulations, the following are the
Independent Directors of the Company as on the date of this Report-

Name of Directors

DIN

Designation

1

Dr. Sanjay Ramchandra Bhargave

02235602

Independent Director

2

Mr. Sunilkumar Satyanarain
Dayama

08492339

Independent Director

During the financial year under review, Declarations were received from all the Independent
Directors of the Company stating that they satisfy the "Criteria of Independence" as defined
under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 read with the provisions of Section 149(6) of the Companies Act, 2013, any other applicable
Schedules and Rules framed there-under.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of
the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their
name appearing in the data bank of Independent Directors maintained by the Indian Institute of
Corporate Affairs in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

(II) A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
.

In the opinion of the Board, the Independent Directors possess the requisite expertise and
experience and are persons of high integrity and repute. They fulfill the conditions specified in
the Act read along with the Rules made thereunder and are independent of the Management.

15. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

During the financial year ended on 31st March, 2026, 8 (Eight) Meetings of the Board of Directors
of the Company were held on 18 th May, 2025, 23rd May, 2025, 18th July, 2025, 20th August, 2025, 23rd
September, 2025, 10th November, 2025, 12th November, 2025 and 23rd February, 2026. The
intervening gap between two meetings was within the period prescribed by the Companies Act,
2013.

Name of Director

Total Meetings
entitled to
attend during
the Financial
Year 2025-26

Number of meetings
attended by the
Directors during the
Financial Year
2025-26

% of attendance
to the meetings
held in

Financial Year
2025-26

Mr. Mukund Narayan Kulkarni

8

8

100.00

Mrs. Alka Mukund Kulkarni

8

8

100.00

Mr. Suresh Gunawant Fegde

8

8

100.00

Mr. Jayant Suresh Fegde

8

8

100.00

Mr. Sunilkumar Satyanarain
Dayama

8

8

100.00

Dr. Sanjay Ramchandra
Bhargave

8

8

100.00

16. COMMITTEES:i. Audit Committee:

Pursuant to provisions of the Section 177 of the Companies Act, 2013, the Board has constituted
an Audit Committee ("Audit Committee") and Regulation 18 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not applicable to the company being a SME
listed company.

Composition of Audit Committee:

Sr. No.

Name of Director

Designation in Committee

1

Mr. Mukund Narayan
Kulkarni

Chairperson and member

2

Mr. Sunilkumar Satyanarain
Dayama

Member

3

Dr. Sanjay Ramchandra
Bhargave

Member

There was no change in the composition of the audit committee during the year under review.

Meetings of Audit committee:

The Audit Committee met 8 (Eight) times during FY 2025-26 on 18th May, 2025, 23rd May, 2025,
18th July, 2025, 20th August, 2025, 23rd September, 2025, 10th November, 2025, 12th November, 2025
and 23rd February, 2026 in accordance with the provisions of the Companies Act, 2013 and rules
made thereunder the details attendance to the audit committee meetings is as follows -

Name of Director

Total Meetings
entitled to
attend during
the Financial
Year 2025-26

Number of meetings
attended by the
members during the
Financial Year
2025-26

% of attendance
to the meetings
held in

Financial Year
2025-26

Mr. Mukund Narayan
Kulkarni

8

8

100.00

Mr. Sunilkumar Satyanarain
Dayama

8

8

100.00

Dr. Sanjay Ramchandra
Bhargave

8

8

100.00

ii. Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 the Board has
constituted the Nomination and Remuneration Committee ("NRC Committee") and Regulation
19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not
applicable to the company being a SME listed company.

Composition of Nomination and Remuneration Committee:

Sr. No.

Name of Director

Designation in Committee

1

Mr. Sunilkumar Satyanarain
Dayama

Chairperson and member

2

Mrs. Alka Mukund Kulkarni

Member

3

Dr. Sanjay Ramchandra
Bhargave

Member

There was no change in the composition of the Nomination and Remuneration Committee ("NRC
Committee") during the year under review.

Meetings of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met 2 (Two) times during the financial year ended
as on 31st March 2026 on 23rd May, 2025 and 23rd February 2026 in accordance with the provisions
of the Companies Act, 2013 and rules made thereunder and the details attendance to the
Nomination and Remuneration Committee meetings is as follows -

Name of Director

Total Meetings
entitled to
attend during
the Financial
Year 2025-26

Number of meetings
attended by the
members during the
Financial Year
2025-26

% of

attendance to
the meetings
held in

Financial Year
2025-26

Mr. Sunilkumar Satyanarain
Dayama

2

2

100.00

Mrs. Alka Mukund Kulkarni

2

2

100.00

Dr. Sanjay Ramchandra Bhargave

2

2

100.00

The Remuneration Policy of the Company is available on the website of the Company at the link
https://www.smautostamping.com/investors/Nomination-and-Remuneration-Policy.pdf

iii. Stakeholders Relationship Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 the board has constituted
Stakeholders Relationship Committee ("SRC Committee") and Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the company
being a SME listed company.

Composition of Stakeholders Relationship Committee

Sr. No.

Name of Director

Designation in Committee

1

Mr. Jayant Suresh Fegde

Chairperson and member

2

Mrs. Alka Mukund Kulkarni

Member

3

Mr. Sunilkumar Satyanarain
Dayama

Member

There was no change in the composition of the Stakeholders Relationship Committee ("SRC
Committee") during the year under review

Meetings of Stakeholders Relationship Committee ("SRC Committee")

The Stakeholders Relationship Committee met 1 (One) time during the financial year ended as
on 31st March, 2026 on 26th March, 2026, in accordance with the provisions of the Companies Act,
2013 and rules made thereunder and the details attendance to the Stakeholders Relationship
Committee meeting is as follows:

Name of Director

Total Meetings
entitled to
attend during
the Financial
Year 2025-26

Number of meetings
attended by the
members during the
Financial Year
2025-26

% of attendance
to the meetings
held in

Financial Year
2025-26

Mr. Jayant Suresh Fegde

1

1

100.00

Mrs. Alka Mukund Kulkarni

1

1

100.00

Mr. Sunilkumar Satyanarain
Dayama

1

1

100.00

iv) Corporate Social Responsibility Committee:

The Company does not fall under the purview of provisions of the Section 135 of the Companies
Act, 2013 and hence the Board has not constituted Corporate Social Responsibility Committee
("CSR Committee").

v) Internal Complaints Committee-

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 the company has constituted the Internal Committee. No cases are filed with
Internal Committee during the year the same is detailed Annual Report -
Annexure VIII.

17. PERFORMANCE EVALUATION OF THE BOARD- A STATEMENT INDICATING THE
MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF
THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE
:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board
has carried the annual evaluation of its own performance, performance of Individual Directors,
Board Committees, including the Chairperson of the Board on the basis of attendance,
contribution and various criteria to be recommended by the Nomination and Remuneration
Committee of the Company. The evaluation of the working of the Board, its committee,
experience and expertise, performance of specific duties and obligations etc.

The Nomination and Remuneration Committee of the Company has set up formal mechanism to
evaluate the performance of board of directors as well as that of its committees and individual
directors, including Chairperson of the board, key managerial personnel / senior management
etc.

The performance of non-independent directors, performance of the Board as a whole and
performance of the Chairperson was evaluated, taking into account the views of the Executive
Director by the Independent Directors at their separate meeting held on 26th March, 2026.

18. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing
Regulations, the NRC has formulated the criteria for determining qualifications, positive
attributes and independence of Directors, the key features of which are as follows:

a) Qualifications - The Board nomination process encourages diversity of thought, experience,
knowledge, age and gender.

b) Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors
are expected to demonstrate high standards of ethical behavior, communication skills and
independent judgment.

c) Independence - A Director will be considered independent if he / she meets the criteria laid
down in Section 149(6) of the Act

d) Remuneration- It is affirmed that the remuneration paid to Directors, KMPs and employees is
as per the Remuneration Policy of the Company. During the year under review, there has been
no change to the remuneration policy.

19. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:

The disclosure in accordance with the provisions of Section 197 of the Companies Act, 2013 read
with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed as
Annexure-V.

20. REMUNERATION/ COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY
BY MD AND WTD:

The Company does not have any Holding Company and Subsidiary Company.

21. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Director's confirm that: -

i. In the preparation of the annual accounts for the financial year 2025-26, the applicable
accounting standards have been followed and there are no material departures;

ii. The Directors had 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 of the Company for the financial year;

iii. The Directors had taken proper and sufficient care to the best of their knowledge and
ability for the maintenance of adequate accounting records in accordance with the
provisions of the Act. They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

iv. The Directors had prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and operating properly; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO FINANCIAL STATEMENTS PURSUANT TO RULE 8(5)(VIII) OF
COMPANIES (ACCOUNTS) RULES 2014
:

The Company has devised systems, policies, procedures, frameworks for ensuring orderly and
efficient conduct of its business, including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information and review by
audit committee of the company.

23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT
:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company
have not reported any instances of fraud committed in your Company by Company's officers or
employees, to the Audit Committee, as required under Section 143(12) of the Act.

24. DETAILS OF SUBSIDIARY, TOINT VENTURE OR ASSOCIATE COMPANIES:

Our Company does not have any subsidiary or joint venture Company as on 31st March, 2026, as
defined under Companies Act, 2013 therefore, no such information is required to be furnished.

SM Autovision Private Limited (CIN: U29253MH2012PTC227990) is Associate Company of
our company as on 31st March, 2026.

Our Company holds 48% of shareholding in Associate Company as on 31st March, 2026.

The highlights of performance of Associate company, SM Autovision Private Limited as on the
Financial Year ended on 31st March 2026, is given in Form AOC-1 and is attached and marked as
Annexure-I and forms part of this Board's Report. The contribution of associate company to the
overall performance of our company during the period under report is provided in the
consolidated financial statements of the company attached along with this annual report.

25. DEPOSITS FROM PUBLIC:

During the year under review, the Company has not accepted any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details
relating to deposits covered under Chapter V of the Act or the details of deposits which are not
in compliance with the Chapter-V of the Act is not applicable.

Unsecured loan from director

During the year under review, pursuant to Rule 2(c) (viii) of Companies (Acceptance of Deposits)
Rule 2014 the company has not accepted any unsecured loan form Directors of the company.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

No new inter-corporate investment and loan covered under Section 186 of the companies act 2013
and rules thereunder was made by the company during the year under review.

Full particulars of investments and loans covered under Section 186 of the Companies Act 2013
as carried forwarded from previous year and having outstanding balance as on 31st March 2026
has been furnished in the Notes to Accounts No 12 of financial statements for the year ended on
31st March 2026.

During the year under review the company has not granted corporate guarantee to the bank in
connection with the financial facility obtained by SM Autovision Private Limited (associate
company).

Details of outstanding amount of Corporate Guarantee given to the bank in connection with the
financial facility obtained by SM Autovision Private Limited (associate company) is as below.

Particulars

Outstanding amount as on 31st March 2026

Corporate Guarantee Provided

? 10,66,23,000/-.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT.

All transactions with related parties are placed before the Audit Committee for its prior approval.
An omnibus approval from Audit Committee is obtained for the related party transactions, which
are repetitive in nature

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies)
as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the
Financial Year under review were in ordinary course of business and on an Arm's Length Basis.

The details are disclosed in Form AOC-2, which is annexed as Annexure-II to this report.

During the year, the material related party transactions had been duly approved by the
shareholders of your Company in the previous 19th Annual General Meeting held on 23rd
September, 2025 for the financial year ended on 31st March 2025.

28. THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING
THE YEAR
:

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, are not applicable on the Company for the year under review

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING & OUTGO
:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished in
Annexure -
IV
which forms part of this Report.

30. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION
THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD
MAY THREATEN THE EXISTENCE OF THE COMPANY
:

Risks are events, situations or circumstances, which may lead to negative consequences on the
Company's businesses. Risk management is a structured approach to manage uncertainty. The
Company has laid down a comprehensive Risk Assessment and Minimization Procedure, which
is reviewed by the Board from time to time. These procedures are reviewed to ensure that
executive management controls risk through means of a properly defined framework. The major
risks have been identified by the Company and its mitigation process/measures have been
formulated in the areas such as business, project execution, event, financial, human, environment
and statutory compliance.

The Board of Directors of the Company has adopted and implemented Risk Management Policy
of the Company and is available on the website of the Company at the link
https://www.smautostamping.com/investors/Material-Policy/Risk-Management-Policy.pdf

31. VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014, the Vigil Mechanism and Whistle-Blower Policy is prepared
and adopted by Board of Directors of the Company.

The Company has a vigil mechanism policy wherein the Directors and employees are free to
report violations of law, rules and regulations or unethical conduct, actual or suspected fraud to
their immediate supervisor or provide direct access to the Chairperson of the Audit Committee
in exceptional cases or such other persons as may be notified by the Board. The confidentiality of
those reporting violations is maintained and they are not subjected to any discriminatory practice.

During the year under review, your Company has not received any complaints under the vigil
mechanism.

The Vigil Mechanism Policy of the Company is available on the website of the Company at the
https://www.smautostamping.com/investors/Whistle-Blower-Policy-or-Vigil-Mechanism.pdf

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS
:

No significant and material order has been passed by the regulators, courts, tribunals impacting
the going concern status and Company's operations in future.

33. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit
and Auditors) Rules, 2014, at the Annual General Meeting of the Company held on 23rd
September, 2025, the members has re-appointed S. R. Rahalkar and Associates, Chartered
Accountants, Nashik (FRN- 108283W) as the Statutory Auditors of the Company to hold office
until the conclusion of the Annual General Meeting to be held for the financial year 2029-30.

34. STATUTORY AUDITORS REPORT:

The Statutory Auditors of your Company have issued the Audit Report with unmodified opinion
on the Annual Audited Financial Results (Standalone and Consolidated) of your Company for
the financial year ended March 31, 2026.

The Auditors Report on the Audited standalone and consolidated Financial Statement of the
Company for the year ended 31st March, 2026, is Unmodified and does not contain any
qualification, reservation, adverse remark or disclaimer, but contains the following observations

in the other matter and Companies (Auditor's Report) Order, 2020, "CARO Report" and IFC
Report.

Comments of Auditor

Comments of Board

Standalone

a. The company is under the process of
maintaining proper records showing full
particulars, including quantitative details
and situation of property, plant and
equipment and investment properties and
reconciliation of the same with books of
accounts.

The remark is self-explanatory

b. The company is in the process of
maintaining proper records showing full
particulars of intangible assets and
reconciliation of the same with books of
accounts.

The remark is self-explanatory

35. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Sujata R. Rajebahadur, (FCS
5728), holding valid certificate issued by Peer Review Board of ICSI, Practicing Company
Secretary having Office Address: Gokul', 199, M.G. Rd. Near Samarth Sahakari Bank, Nashik has
been appointed as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the
Financial Year 2025-26.

The Secretarial Audit Report forms part of the Annual Report and it is annexed as Annexure-III.

The Secretarial Audit Report for the Financial Year ended on 31st March 2026, issued by Secretarial
Auditor, does not contain any qualification, reservation or adverse remark except as stated below

Following observations was given in Secretarial Audit report:

1) Company had received a Show Cause Notice from Assistant DGFT, Regional Authority Pune
on March 20, 2026.

2) Company had received a Show Cause Notice from Assistant DGFT, Regional Authority Pune
on March 25, 2026.

Director's comment -

The Company has submitted necessary documentation for surrender of the EPCG licenses with
DGFT, Regional Authority Pune for Non-Utilization Certificates for EPCG license numbers
3130006550 and 3130006758.

Subsequently, the Company received the Non-Utilization Certificate on March 25, 2026, and the
"Letter of Surrender of EPCG Authorization" for the aforementioned licenses on April 7, 2026.

36. INTERNAL AUDITOR:

Pursuant to the provision of Section 138 of the Companies Act, 2013 on 20th August 2025 the
Company has appointed Laxmikant and Associates, Chartered Accountants (FRN: 135830W) as
the Internal Auditor of the Company for Financial Year 2025-26. The management of the Company
has received Internal Audit Report.

37. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of the applicable
Secretarial Standards issued by Institute of Company Secretaries of India. The Company has
devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and such systems are adequate
and operating effectively.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF
:

There was no instance of one-time settlement from banks and financial institution occurred
during the year.

40. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Annual Return for the
Financial year ended 31st March, 2026 prepared under the provisions of Section 92(3) of the Act,
shall be made available on website of the company and can be accessed under annual return tab
on the web link viz
https://www.smautostamping.com/investors.html on the website of the
Company post AGM.

41. A DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED
BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE
COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH
ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED
:

During the year under review, the Company was not required to maintain cost records as
specified by the central government pursuant to provisions of Sub Section (1) of Section 148 of
the Companies Act 2013.

42. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis report is annexed hereto and marked as
Annexure-VI forming part of this Integrated Annual Report.

43. CORPORATE GOVERNANCE:

The Company being listed on the SME Platform of Bombay Stock Exchange is exempted from
provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015.
Hence the Company is not required to disclose information as covered under Para (C), (D) and
(E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

44. A STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING
TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has
constituted committee called "Internal Committee" to ensure safe workplace environment,
which covers all employees whether permanent, contractual, trainees, temporary etc.

The company policy against Sexual Harassment of woman at workplace is available on the
website of the Company at the
https://www.smautostamping.com/investors/Material-
Policy / Prevention-of-Sexual-Harrassment-Policy.pdf

Annual Report on Sexual Harassment Policy for the period 1st April, 2025 to 31st March, 2026, is
annexed to the Board's Report as
Annexure VIII.

45. HUMAN RESOURCE DEVELOPMENT:

Our Company considers its employees as a valuable resource and ensures the strategic alignment
of human resource practices to business priorities and objectives. The Company has a HR policy
which emphasizes the need of attaining organizational goals through individual growth and
development. The Company always strives to rejuvenate competence through training and
personal development across its workforce, employees, staff which excels them for higher
engagement and exposure to new opportunities through skill development.

46. CODE OF CONDUCT:

The Code of Conduct of the Company has been approved and adopted by the Board of Directors
of the Company. All Board members and senior management personnel have affirmed the
compliance with the code.

47. PREVENTION OF INSIDER TRADING:

As required under the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the
Board of Directors has adopted a code of conduct for prevention of Insider Trading. The Code of
Conduct is applicable to all the directors and such identified employees of the Company as well
as who are expected to have access to unpublished price sensitive information related to the
Company. The Code lays down guidelines, which advises them on procedures to be followed
and disclosures to be made, while dealing with shares of SM Auto Stamping Limited and cautions
them on consequences of violations also the code is modified from time to time considering the
amendments.

48. POLICY FOR PRESERVATION OF DOCUMENTS:

In accordance with the above Regulation 9 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of
documents (The Policy) has been framed and adopted by the Board of Directors of the Company
in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy
not only covers the various aspects on preservation of the Documents, but also the safe
disposal/destruction of the Documents.

Hence no Corporate Governance Report is required to be annexed with Annual Report.

49. CERTIFICATION FROM CHIEF FINANCIAL OFFICER / CHIEF EXECUTIVE OFFICER OF
THE COMPANY
:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI
(Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. Mukund
Narayan Kulkarni, Managing Director and Mr. Suresh Govind Jagdale, Chief Financial Officer
(CFO) of the Company. The same is enclosed as
Annexure VII of the Board's Report.

50. STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.

During the year under review the company does not have any women employee hence the
provisions of Maternity Benefit Act does not applicable to the company.

51. NO. OF EMPLOYEES AS ON CLOSURE OF FINANCIAL YEARThe details of no. of employees as on closure of financial year as below:

Gender of employee

Number of employees

Male

147

Female

Nil

Transgender

Nil

52. ACKNOWLEDGEMENT AND APPRECIATION:

The Directors wish to place on record appreciation and gratitude for all the co-operation extended
by various Government Agencies/Departments, Bankers, Consultants, Business Associates, and
Shareholders, Vendors, Customers etc. The Directors also record appreciation for the dedicated
services rendered by all the Executives, Staff & Workers of the Company at all levels, for their
valuable contribution in the working of the Company.

For and on behalf of Board of Directors of
SM Auto Stamping Limited

Sd/-

Mr. Mukund Narayan Kulkarni
Chairman and Managing Director
DIN: 00248797

Add: -Alkund Banglow, Krishna Colony
Shivaji Nagar, Jail Road, Nashik Road
Nashik 422101 MH IN

Date: 05th August 2026
Place: Nashik


 
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