Sacheerome Ltd Directors Report

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Sacheerome Ltd Share Price directors Report

Dear Members,

Your directors have pleasure in presenting the Annual Report of Sacheerome Limited (“the Company”), together with the Audited Standalone Financial Statements for the Financial Year ended March 31, 2026. The nancial year 2025 26 was a signi cant year in the Companys growth journey, marked by the successful completion of its Initial Public Offering (“IPO”) and the listing of its Equity Shares on the EMERGE Platform of the National Stock Exchange of India Limited (“NSE EMERGE”) on June 16, 2025. The listing has strengthened the Companys nancial position, enhanced its corporate pro le and established a strong foundation for its future growth and expansion.

FINANCIAL SUMMARY

(Amount in Lakhs)

Particulars For the year ended 31 March 2026 For the Year ended 31 March 2025
Total Income 15,628.56 10,858.45
Profit/Loss before Interest & Depreciation 4,066.15 2,346.27
Less: Finance Cost 11.75 27.52
Profit/Loss before Depreciation 4,054.40 2,318.75
Less: Depreciation & Amortization 245.84 176.18
Profit/Loss after depreciation and Interest 3,808.56 2,142.57
Less: Prior Period Items (Net) 0 00.56
Less: Current Income Tax 1,004.85 555.05
Less: Previous year adjustment of Income Tax 0 (00.79)
Less: Deferred Tax (40.41) (10.36)
Net Profit/Loss after Tax 2,844.11 1,598.11
Balance carried to Balance Sheet 2,844.11 1,598.11

STATE OF COMPANYS AFFAIRS

During the year under review, the Company continued to carry on its business of manufacturing fragrances and avours, catering to a wide range of

industries, including food and beverages, personal care, home care, and pharmaceuticals.

The Company remained focused on innovation, quality enhancement, and customer-centric product development, which contributed to sustained growth in both domestic and international markets. The Companys Research and Development (R&D) team continued to develop customised and value-added solutions aligned with evolving consumer preferences, with a particular emphasis on clean-label formulations, sustainable products, and emerging market trends.

The Company also strengthened its market presence by maintaining high standards of product quality, fostering long-term customer relationships, and expanding its product portfolio. With its continued focus on operational excellence, technological advancement, and sustainable business practices, the Company remains well-positioned to capitalize on future growth opportunities in both existing and new markets.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to Reserves.

DIVIDEND

The Board of Directors has reviewed the nancial performance of the Company and its future business requirements. Considering the Companys ongoing and planned growth initiatives, capital expenditure requirements and working capital needs, the Board considers it prudent to conserve the available resources and, accordingly, has not recommended any dividend for the nancial year under review. The Board shall continue to evaluate the Companys nancial performance, nancial position and growth prospects in the ensuing years.

REVIEW OF BUSINESS OPERATIONS

BRIEF DESCRIPTION OF THE COMPANYS PERFORMANCE DURING THE FINANCIAL YEAR:

The nancial performance of the Company for the nancial year 2025 26 is as summarized below:

Product wise Revenue Bifurcation:

(Amount in Lakhs)

Sr. no. Particulars FY 2025 26 Percentage
1. Fragrance 14,350.16 94.17%
2. Flavour 867.86 5.70%
3. Others (Scrap Sale) 20.56 0.13%
Total 15,238.58 100

Geography wise Revenue Bifurcation

(Amount in Lakhs)

S. No. Particulars FY 2025 26 Percentage
1. Domestic Sales 14,294.98 93.81%
2. Export Sales 943.60 6.19%
Total 15,238.58 100

CHANGES IN BUSINESS ACTIVITIES DURING THE YEAR

There was no change in the nature of the business of the Company during the nancial year under review. The Company continued to carry on its

existing business activities in accordance with its main objects.

DEPOSITS

During the nancial year under review, the Company has neither accepted nor renewed any deposits within the meaning of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest was outstanding as on the close of the nancial year.

MONEY ACCEPTED FROM DIRECTORS

Pursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, during the nancial year under review, the Company accepted

unsecured loans from its Directors, which are exempt from the de nition of "deposit" under the said Rules.

The details of the money so accepted during the nancial year are as under:

Particulars (Amount in Lakhs)
Opening Balance as at 1 April 2025 Nil
Amount received during the financial year Nil
Amount repaid during the financial year Nil
Closing Balance as at 31 March 2026 Nil

PARTICULARS OF LOANS AND INVESTMENTS MADE

Particulars of Loans, Guarantees or Investments in accordance with the provisions of Section 186, of the Act.

Amount Outstanding as at 31st March, 2026

Particulars (Amount in Lakhs)
Loans Given Nil
Guarantee given Nil
Investment made Nil

Loans, Guarantees given or Investments made during the Financial Year 2025-26

Name of the Entity Relation Amount Particulars of loans, guarantees given or investments made Purpose for which the loans, guarantees and investments are proposed to be utilized
NIL

DETAILS PURSUANT TO RULE 8(3) OF THE COMPANIES (ACCOUNTS OF COMPANIES) RULES, 2014, THE REQUIRED INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO FOR THE FINANCIAL YEAR 2025 26 ARE AS FOLLOWS: A. Conservation of Energy

The Company remains committed to the ef cient use and conservation of energy in all across its operations. During the nancial year under review:

The Company continued to adopt energy-ef cient practices across its manufacturing and operational facilities.

Energy consumption is regularly monitored, and appropriate measures are undertaken to optimise its usage wherever feasible.

Energy conservation initiatives, including the use energy-ef cient machinery and equipment, preventive maintenance, and process optimisation, have contributed to improved operational ef ciency and reduced energy consumption.

B. Technology Absorption

The Company continues to focus on improving its manufacturing processes and operational ef ciencies through continuous technological

advancements.

The particulars relating to technology absorption are as follows:

Particulars Details
(i) Efforts made towards technology absorption
Continuous improvement in manufacturing processes and adoption of IT-enabled systems for enhancing operational efficiency.
(ii) Benefits derived Improved process efficiency, enhanced product quality, better productivity, and cost optimisation.
(iii) Technology imported during the year Nil
(iv) Year of import Not Applicable
(v) Whether the technology has been fully absorbed Not Applicable
(vi) Expenditure incurred on Research and Development Nil

C) Particulars Foreign relating Exchange to Earnings technology and absorption: Outgo

(Amount in Lakhs)

2025-26 2024-25
Foreign Exchange Earnings 936.08 757.10
Foreign Exchange Outgo 680.16 277.32

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO

RULE 8(5)(viii) OF THE COMPANIES (ACCOUNTS) RULES, 2014

The Companys internal control systems encompass well-de ned policies and standard operating procedures relating to procurement, manufacturing, inventory management, quality control, sales, nance, and statutory compliances. These controls are periodically reviewed and strengthened to align with changing business requirements and regulatory developments.

Considering the nature of the Companys business in the manufacturing of fragrances and avours, the Company has implemented appropriate controls

over procurement of raw materials, production processes, quality assurance, inventory management, and customer order ful lment to ensure operational ef ciency and product quality.

The effectiveness of the internal nancial controls is periodically evaluated through management reviews and internal audit processes. During the nancial year under review, the internal nancial controls with reference to the nancial statements were assessed and tested and were found to be adequate and operating effectively. No material weakness or signi cant de ciency in the design or operation of such controls was observed during the year.

Based on the assessment carried out by the Management, the Board is of the opinion that the Companys internal nancial controls with reference to the

nancial statements are adequate and were operating effectively throughout the nancial year under review.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has established an appropriate risk management framework to identify, assess, monitor, and mitigate risks that may impact its business operations, nancial performance, and long-term growth. Risk management is an integral part of the Companys business strategy and decision-making process.

Considering the nature of the Companys business in the manufacturing of fragrances and avours, the key risks identi ed include uctuations in the prices and availability of raw materials, supply chain disruptions, changes in customer preferences, quality and product safety risks, foreign exchange uctuations, regulatory and environmental compliance risks, operational and manufacturing risks, information technology and cybersecurity risks, and increasing market competition.

The Company has implemented appropriate policies, internal controls, quality management systems, and standard operating procedures to mitigate these risks. Continuous monitoring of procurement, manufacturing processes, inventory, product quality, regulatory compliance, and customer requirements enables the Company to respond effectively to changing business conditions and maintain operational resilience.

The risk management framework is periodically reviewed by the Management to ensure its continued effectiveness and alignment with the Companys business objectives and the evolving regulatory and economic environment. The Companys internal nancial controls and internal audit processes complement its risk management framework by facilitating the timely identi cation and mitigation of potential risks.

As the constitution of a Risk Management Committee is not mandatory for the Company under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors oversees the Companys risk management framework and periodically reviews the key business risks and the adequacy of mitigation measures adopted by the Management.

DIRECTORS AND KMP

Directors and Key Managerial Personnel

During the nancial year under review and up to the date of this Report, there was no change in the composition of the Board of Directors and/or the

Key Managerial Personnel of the Company.

The composition of the Board of Directors and Key Managerial Personnel as on the date of this Report is as follows:

The Board comprises an optimum combination of Executive, Non-Executive and Independent Directors, providing an appropriate balance of skills, experience, expertise and diversity required for effective governance. The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013 and, where applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Director Liable to Retire by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with the rules made thereunder and the Articles of Association of the Company, Mrs. Indu Agrawal (DIN: 05154418), Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, has offered herself for re-appointment.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended her re-appointment to the Members at the ensuing AGM. The Board is of the opinion that Mrs. Indu Agrawal (DIN: 05154418) possesses the requisite quali cations, experience and expertise and that her continued association would be of signi cant value to the Company.

DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received declarations from all the Independent Directors con rming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013, and have complied with the provisions of Rule 6 of the Companies (Appointment and Quali cation of Directors) Rules, 2014, relating to registration with the Independent Directors Databank, wherever applicable.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and pro ciency required to discharge their duties effectively. The Board is satis ed that the Independent Directors ful l the conditions of independence as speci ed under the Companies Act, 2013 and the rules made thereunder and are independent of the management.

The Board has also taken on record the declarations received from the Independent Directors regarding compliance with the Code for Independent

Directors as prescribed under Schedule IV to the Companies Act, 2013.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, the Company has established a Vigil Mechanism to provide a formal avenue for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct, or any other improper practices.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who use the mechanism and ensures that all genuine concerns are addressed in a fair, transparent, and con dential manner. The mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is available on the website of the Company at www.sacheerome.com.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are set out below:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the nancial year:

Name of Director Remuneration for FY 2025-26 Median Remuneration of Employees Ratio
(Rs. in Lakhs) (excluding Directors and KMP) (Rs. in Lakhs)
Mr. Manoj Arora 120 3.25 36.89
Ms. Alka Arora Nil Nil Not Applicable
Mr. Dhruv Arora 40 3.25 12.30
Ms. Indu Agrawal 25.75 3.25 7.92

ii. Percentage increase in remuneration of each Director, Chief Financial Of cer and Company Secretary in the nancial year:

Sr. No. Name Designation Remuneration FY 2025-26 (Rs. in Lakhs) Remuneration FY 2024-25 (Rs. in Lakhs) Increase (%)
1 Mr. Manoj Arora Chairman & Managing Director 120 90.00 33.33%
2 Mr. Dhruv Arora Whole-time Director 40 30.00 33.33%
3 Ms. Alka Arora Non-Executive Director Nil 60.00 Not Applicable*
4 Ms. Indu Agrawal Executive Director 25.75 22.41 14.90%
5 Ms. Aarti Kashyap Chief Financial Officer 9.31 8.08 15.22%
6 Ms. Harpreet Kaur Company Secretary 3.20 2.75 16.36%

iii. Percentage increase in the median remuneration of employees

Particulars FY 2025-26 FY 2024-25 Increase (%)
Median remuneration of employees (excluding Directors and KMP) 3.25 3.07 6%

iv. Number of permanent employees

The Company had 173 permanent employees on its rolls as at 31 March 2026.

v. Average increase in remuneration of employees and comparison with managerial remuneration

The average percentile increase in the salaries of employees (excluding Directors and Key Managerial Personnel) during the nancial year was 10%, whereas the average percentile increase in the remuneration of the Directors and Key Managerial Personnel was 23%. The increase in remuneration was based on the Companys remuneration policy, individual performance, responsibilities, industry benchmarks and the overall performance of the Company.

vi. Af rmation

The remuneration paid to the Directors and Key Managerial Personnel is in accordance with the Remuneration Policy of the Company and duly approved

by Nomination Remuneration Policy.

Disclosure under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The disclosure required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure E, forming part of this Boards Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the nancial year under review and up to the date of this Report, no signi cant or material orders have been passed by any regulator, court,

tribunal, or statutory authority which could impact the going concern status of the Company or materially affect its future operations.

BOARD MEETINGS

During the nancial year 2025 26, seven (7) meetings of the Board of Directors were convened and held in accordance with the provisions of the Companies Act, 2013, the rules made thereunder, and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI").

The dates on which the Board Meetings were held are as follows:

10 May 2025

26 May 2025

2 June 2025

12 June 2025

11 August 2025

12 November 2025

10 February 2026

The intervening gap between any two consecutive meetings did not exceed one hundred and twenty days, as prescribed under Section 173 of the

Companies Act, 2013 read with Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors.

The attendance of the Directors at the aforesaid Board Meetings is provided below:

S. No. Name of Director Category Number of Meetings Held Number of Meetings Attended
1. Mr. Manoj Arora Chairman & Managing Director 07 07
2. Ms. Alka Arora Non-Executive Director 07 07
3. Mr. Dhruv Arora Whole-time Director 07 07
4. Ms. Indu Agrawal Executive Director 07 07
5. Rear Admiral Sanjay Roye (Retd.) Independent Director 07 07
6. Mr. Sunil Suri Independent Director 07 07

The Board of Directors actively deliberated on matters relating to the Companys business operations, strategic initiatives, nancial performance, corporate governance, statutory compliances, risk management, and other matters requiring its consideration and approval. The Board places on record its appreciation for the valuable guidance, expertise, and constructive participation of all the Directors, which signi cantly contributed to the effective governance and overall progress of the Company throughout the nancial year.

DISCLOSURES OF COMMITTEES OF THE BOARD

The Board of Directors has constituted various Committees in accordance with the provisions of the Companies Act, 2013, to assist the Board in effectively discharging its responsibilities. These Committees function within their respective terms of reference approved by the Board and play a signi cant role in strengthening the Companys governance framework.

Audit Committee

The Audit Committee of the Board is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013.

During the nancial year 2025 26, ve (5) meetings of the Audit Committee were convened and held in compliance with the applicable provisions of the

Companies Act, 2013 on the following dates:

10 May 2025

26 May 2025

11 August 2025

12 November 2025

10 February 2026

The attendance of the members at the Audit Committee Meetings was as under:

S. No. Name of Director Designation Meetings Held Meetings Attended
1. Mr. Sunil Suri Chairman 5 5
2. Rear Admiral Sanjay Roye (Retd.) Member 5 5
3. Mr. Manoj Arora Member 5 5

All the recommendations made by the Audit Committee during the nancial year were accepted by the Board of Directors.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.

During the nancial year 2025 26, four (4) meetings of the Nomination and Remuneration Committee were convened and held in compliance with the

applicable provisions of the Companies Act, 2013 on the following dates:

26 May 2025

11 August 2025

12 November 2025

21 March 2026

The attendance of the members at the meetings was as under:

S. No. Name of Director Designation Meetings Held Meetings Attended
1. Rear Admiral Sanjay Roye (Retd.) Chairman 04 04
2. Mr. Sunil Suri Member 04 04
3. Ms. Alka Arora Member 04 04

The Committee, inter alia, recommends to the Board matters relating to the appointment, re-appointment, remuneration and performance evaluation of

Directors and Key Managerial Personnel in accordance with the Nomination and Remuneration Policy of the Company.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 to consider and

resolve the grievances of security holders of the Company and oversee matters relating to investor services.

During the nancial year 2025 26, one (1) meeting of the Stakeholders Relationship Committee was convened and held in compliance with the applicable provisions of the Companies Act, 2013 on the following date: i. 26 March 2026

The attendance of the members at the meeting was as under:

S. No. Name of Director Designation Meetings Held Meetings Attended
1. Ms. Alka Arora Chairperson 01 01
2. Mr. Manoj Arora Member 01 01
3. Mr. Dhruv Arora Member 01 01

All the members of the Committee were present at the meeting. During the nancial year under review, the Committee reviewed matters relating to investor services, including the redressal of shareholder grievances, transfer/transmission of securities, and other matters within its terms of reference. The Company con rms that there were no unresolved investor complaints pending as on 31 March 2026.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

(NOMINATION AND REMUNERATION POLICY)

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors has adopted a Nomination

and Remuneration Policy for the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy lays down the guiding principles relating to the appointment, quali cations, positive attributes, independence, remuneration, evaluation of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy seeks to ensure that the level and composition of remuneration is reasonable and suf cient to attract, retain and motivate persons of the quality required to successfully manage the affairs of the Company.

During the nancial year 2025 26, the Nomination and Remuneration Committee reviewed the Nomination and Remuneration Policy to ensure that it continues to remain aligned with the applicable provisions of the Companies Act, 2013, the Companys business objectives, governance practices and evolving regulatory requirements. Based on its review, the Committee recommended to the Board that the existing Policy continues to be adequate and appropriate, and no material changes were considered necessary during the year.

The Nomination and Remuneration Policy is available on the website of the Company at www.sacheerome.com.

The broad criteria adopted by the Company for the selection and appointment of Directors are as follows:

The proposed appointee should possess an appropriate combination of quali cations, knowledge, skills, expertise and experience relevant to the Companys business and industry.

The proposed appointee should have a proven record of integrity, ethical conduct, sound judgment and professional standing.

The Board considers diversity of experience, industry knowledge, nancial literacy, governance expertise and other competencies while evaluating the suitability of a candidate for appointment.

An Independent Director shall satisfy the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and possess the requisite integrity, expertise and experience to effectively discharge his/her duties.

The proposed appointee should be able to devote suf cient time, attention and commitment to effectively perform the duties and responsibilities of the of ce and contribute constructively to the deliberations of the Board and its Committees.

The Board is of the opinion that the Policy is aligned with the principles of good corporate governance and provides an effective framework for the

appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013, the Board of Directors carried out an annual evaluation of its own performance, the

performance of its Committees and that of the individual Directors for the nancial year 2025 26.

The evaluation was conducted based on a structured framework approved by the Board, taking into consideration various parameters, including the composition of the Board, effectiveness of its functioning, quality of deliberations, strategic guidance, decision-making process, corporate governance practices, risk management framework, nancial oversight, regulatory compliance, effectiveness of the Committees, and the contribution and participation of individual Directors in the meetings of the Board and its Committees.

Considering the nature of the Companys business in the manufacturing of fragrances and avours, the Board also evaluated its effectiveness in overseeing key business areas, including product quality and safety, research and development initiatives, innovation, manufacturing operations, supply chain management, customer satisfaction, sustainability initiatives, environmental and statutory compliances, and long-term business strategy.

The performance of the Independent Directors was evaluated based on their integrity, independence, professional competence, industry knowledge, constructive participation in Board deliberations, strategic guidance, objective judgment and contribution towards strengthening the governance framework of the Company. The Independent Directors also reviewed the performance of the Chairman, the Non-Independent Directors and the Board as a whole, in accordance with the applicable provisions of the Companies Act, 2013.

The Board considered the observations and feedback arising out of the evaluation process and expressed its satisfaction with the overall effectiveness of

the Board, its Committees and the individual Directors. The Board places on record its appreciation for the signi cant role played by the Independent

Directors in providing objective and independent guidance, promoting the highest standards of corporate governance, strengthening the Companys internal control and compliance framework, upholding ethical business practices, and contributing to transparent and informed decision-making. Their experience, expertise and independent judgment continue to add substantial value to the deliberations of the Board and support the Companys sustainable growth and long-term value creation for all stakeholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report in pursuance of requirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is enclosed as Annexure A and forms the part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors pursuant to Section 134(3)(c) of the Companies Act, 2013 state as follows:

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

departures.

(b) 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 nancial year 2025-26 and of the pro t and loss of the company for that period.

(c) the directors had taken proper and suf cient care 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 had prepared the annual accounts on a going concern basis.

(e) the directors have laid down internal nancial controls to be followed by the company and that such internal nancial controls are adequate and

operate effectively.

(f) the directors have devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and

operating effectively.

RELATED PARTY TRANSACTIONS

Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188

of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis:

No such transactions were entered during the nancial year 2025-26.

2. Details of material contracts or arrangement or transactions at arms length basis:

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as

required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2026 and hence, does not form part of this Report.

The Company has a policy on Related Party Transactions to ensure that all such transactions are undertaken in compliance with the applicable statutory provisions and in the best interests of the Company. www.sacheerome.com

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a Corporate Social Responsibility ("CSR") Policy, which sets out the guiding principles for undertaking CSR initiatives in accordance with the activities speci ed in Schedule VII to the Companies Act, 2013.

As the amount required to be spent by the Company towards Corporate Social Responsibility during the nancial year 2025 26 did not exceed Rs. 50 Lakh, the Company was not required to constitute a Corporate Social Responsibility Committee in terms of Section 135(9) of the Companies Act, 2013. Accordingly, the functions of the CSR Committee were discharged by the Board of Directors.

The Corporate Social Responsibility Policy is available on the website of the Company at www.sacheerome.com and is annexed to this Report as

Annexure B.

The Annual Report on Corporate Social Responsibility activities for the nancial year 2025 26, prepared in the prescribed format pursuant to the

Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure C and forms an integral part of this Report.

HOLDING/SUBSIDIARY COMPANY

The Company is not a subsidiary of any company.

The Company does not have any subsidiaries, joint ventures or associate companies.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2 relating to the Meetings of the Board of Directors and General

Meetings, respectively, have been duly followed by the Company.

MAINTENANCE OF COST RECORDS

The provisions related to maintenance of cost records as speci ed by the Central Government under sub-section (1) of section 148 of the Companies

Act, 2013 are not applicable to the Company.

APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPT CODE, 2016

During the nancial year under review, no application was made by or against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016. Further, no proceedings under the Insolvency and Bankruptcy Code, 2016 were pending against the Company as at 31 March 2026 or up to the date of this Report.

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

During the nancial year under review, the Company did not enter into any one-time settlement with any bank or nancial institution. Accordingly, there are no particulars to be disclosed with respect to the difference between the amount of valuation carried out at the time of one-time settlement and the valuation carried out while availing loans from banks or nancial institutions, together with the reasons therefor.

INTERNAL COMPLAINTS COMMITTEE AND ITS POLICY AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, secure and inclusive work environment that promotes equality, dignity and respect for all employees. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") read with the rules made thereunder, the Company has constituted an Internal Complaints Committee ("ICC") and adopted a Policy on Prevention of Sexual Harassment at Workplace for the prevention, prohibition and redressal of complaints relating to sexual harassment.

The Internal Complaints Committee is empowered to receive, investigate and redress complaints of sexual harassment in a fair, impartial and time-bound manner. The Company also undertakes periodic awareness initiatives to promote a respectful and harassment-free workplace.

During the nancial year 2025 26, the status of complaints received under the POSH Act is as follows:
Particulars Number
Complaints pending at the beginning of the financial year Nil
Complaints received during the financial year Nil
Complaints disposed of during the financial year Nil
Complaints pending as on 31 March 2026 Nil
Complaints pending for more than 90 days Nil

The employee strength of the Company as on 31 March 2026 was as follows:

Category Number of Employees
Male 147
Female 26
Transgender Nil
Total 173

The Board af rms that during the nancial year under review, the Company was in compliance with the applicable provisions of the POSH Act and

continues to maintain a work environment free from discrimination and harassment.

MATERNITY BENEFIT

The Company is fully compliant with the provisions of the Maternity Bene t Act, 1961 and the rules made thereunder. During the nancial year under

review, no employee availed maternity bene ts under the provisions of the Act.

The Company has a well-de ned Maternity Bene t Policy in place to support eligible employees, and necessary systems are established to extend

bene ts.

The Board remains committed to maintaining a safe, inclusive and supportive work environment for all employees, particularly women and ensuring

compliance with all applicable labour laws.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and believes that sound governance practices are fundamental to enhancing stakeholder value, ensuring transparency, accountability and ethical business conduct. The Companys governance framework is guided by integrity, fairness, compliance and responsible business practices, which are embedded across its operations and decision-making processes.

The Board of Directors continually endeavours to strengthen the governance framework of the Company by adopting appropriate policies, internal

controls and compliance mechanisms in line with the applicable provisions of the Companies Act, 2013 and other statutory requirements.

The equity shares of the Company are listed on the SME Platform. Accordingly, pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance requirements relating to corporate governance speci ed under Regulations 17 to 27, Regulations 46(2)(b) to 46(2)(i) and Paragraphs C, D and E of Schedule V of the said Regulations are not applicable to the Company.

Accordingly, the Corporate Governance Report and the Certi cate regarding compliance with the conditions of Corporate Governance do not form part

of this Annual Report.

DEPOSITORY SYSTEM

The equity shares of the Company are compulsorily traded in dematerialised form. To facilitate seamless trading and transfer of securities, the Company

has established connectivity with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL).

The International Securities Identi cation Number (ISIN) allotted to the equity shares of the Company is INE1ARD01016.

The Company continues to take necessary steps to facilitate ef cient dematerialisation and rematerialisation of securities and ensures compliance with

the applicable provisions of the Companies Act, 2013, the Depositories Act, 1996 and other applicable laws.

AUDITORS REPORT

The Statutory Auditors Report on the Financial Statements of the Company for the nancial year ended 31 March 2026 has been duly considered by the

Board of Directors.

The Statutory Auditors have not made any quali cation, reservation, adverse remark or disclaimer in their Report. The Auditors Report is self-explanatory and, therefore, does not call for any further explanation or comments by the Board under Section 134(3)(f) of the Companies Act, 2013.

DETAIL OF FRAUD AS REPORTED BY THE STATUTORY AUDITORS REPORT

During the nancial year ended 31 March 2026, no fraud by the Company or on the Company was noticed or reported.

Further, pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have con rmed that no fraud requiring

reporting under the said section was identi ed during the course of their audit of the nancial statements for the nancial year under review.

Accordingly, no fraud requiring reporting under Section 143(12) of the Companies Act, 2013 has been reported by the Statutory Auditors during the

nancial year 2025 26.

AUDITORS:

(A) STATUTORY AUDITORS

On recommendation of Audit Committee and the Board it has been proposed to re-appoint M/s J.C. Bhalla & Co. (FRN: 001111N), Chartered

Accountants as the Statutory Auditors of the Company for a period of Five (05) years in accordance with the provisions of Sec. 139 of Companies Act, 2013 commencing from the conclusion of this Annual General Meeting to hold the of ce till the conclusion of the AGM to be held for the FY 2030-31. The Auditors have given their written consent for appointment and a certi cate that the appointment, if made, shall be in accordance with the conditions as prescribed under the provisions of the Companies Act, 2013.

(B) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, M/s. AK Nandwani & Associates, Company

Secretaries, were appointed as the Secretarial Auditors of the Company for the nancial year ended 31 March 2026.

The Secretarial Audit Report submitted by M/s. AK Nandwani & Associates, Company Secretaries, forms part of this Annual Report as Annexure-D.

The Secretarial Audit Report does not contain any quali cation, reservation, adverse remark or disclaimer. Accordingly, no explanation or comments by

the Board are required in respect of the observations made by the Secretarial Auditors.

WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company

for FY 2025-26 of your Company 2025 26 will be available on its the Companys website at https://www.sacheerome.com

SHARES

Initial Public Offer (IPO)

Pursuant to the successful Initial Public Offer (IPO) of the Companys Equity Shares, the Board of Directors, at its meeting held on 12 June 2025, approved the allotment of 60,40,800 Equity Shares of face value Rs. 10/- each at an issue price of Rs. 102/- per Equity Share (including a securities premium of Rs. 92/- per Equity Share) to the successful applicants.

The allotment was made in accordance with the basis of allotment nalised by the Company, the Registrar to the Issue and the Book Running Lead Manager, in consultation with the National Stock Exchange of India Limited (NSE) and in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company stood increased accordingly, and the Equity Shares of the

Company were listed and admitted to trading on the NSE EMERGE Platform.

FOR SACHEEROME LIMITED
SD/- SD/-
CHAIRMAN & MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN: 01811530 DIN: 03166931
NAME: MANOJ ARORA NAME: DHRUV ARORA
ADDRESS: E-583, GREATER KAILASH ADDRESS: E-583, GREATER KAILASH
PART-II, NEW DELHI-110048 PART-II, NEW DELHI-110048
DATE: 11.08.2026
PLACE: NEW DELHI

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