Sacheta Metals Ltd Directors Report

Dear Members,

Your Directors have great pleasures in presenting you the Thirty-Five(35 th ) Annual Report of the Company together with the Audited Financial Result for the year ended on March 31, 2025.

FINANCIAL RESULTS:

Particulars	Current Year ended 31.03.2025	Previous Year ended 31.03.2024
Sales / Turnover	919117	752998
Profit before Interest, Depreciation & Tax	57587	54325
Less: Interest	10747	9379
Profit before Depreciation and Tax	46840	44946
Less: Depreciation for the year	18622	18617
Profit before tax	28218	26329
Less: Taxation including deferred tax	7187	6765
Less: Exceptional items	0.00	0.00
Net profit for the year after tax	21031	19563

The Operating results of your Company for the period under review are as follows:

(Rs. in 000)

FINANCIAL PERFORMANCE:

Your Company has generated a good revenue in comparison with that of previous year. The Company has registered total operating revenue of Rs. 919117 thousand for the year ended 31 st March, 2025 as compared to Rs. 752998 thousand in the Previous Year. The Net Profit for the year stood at Rs. 21031 thousand for the year ended 31 st March, 2025 against Rs. 19563 thousand reported in the Previous Year.

MATERIAL CHANGES OR COMMITMENT HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT WHICH AFFECT THE FINANCIAL STATEMENTS OF THE COMPANY IN RESPECT OF THE FINANCIAL YEAR:

The company has inserted the new business activity relation to Real Estate Activity by way of alteration of Object clause of the Memorandum of Association of the company in an Extra Ordinary General Meeting was held on 16 th May, 2024 and the same was approved by Registrar of Companies on 14 th June, 2024.

The company has sub divided its equity shares from the face value of Rs. 10/- each to Rs. 2/- each in the annual general meeting held on 28 th September, 2024.

No other material changes or commitments have occurred between the end of the Financial Year and the date of this Report which affect the financial statements of the Company in respect of the Financial Year.

DIVIDEND:

The Board, in its meeting held on 10.12.2024 had declared and paid an interim dividend @ Rs. 0.05/- per equity share of face value of Rs. 2/- each (i.e. 2.5% of the paid-up equity share capital of the company) during the financial year 2024-25.

However, the Board, in its meeting has decided not to declare final dividend for the financial year ended March 31, 2025.

STATUTORY DISCLOSURES:

The Statutory disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules, 2014. Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been made herein after paragraphs.

As per SEBI (LODR) Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this.

The Company has devised proper systems to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DEPOSITS FROM PUBLIC:

Your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) from the public or the members and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

AMOUNTS TRANSFERRED TO GENERAL RESERVES:

Pursuant to provisions 134(3)(i) of the Companies Act, 2013, the Company has not proposed to transfer any amount to general reserves account of the Company during the year under review.

SHARE CAPITAL

The company has sub divided its equity shares from the face value of Rs. 10/- each to Rs. 2/- each in the annual general meeting held on 28 th September, 2024 during the year 2024-25.

The paid-up Equity Share Capital as at March 31, 2025 stood at Rs 25,00,00,000 comprising 12,50,00,000 Equity Shares of Rs.2/- each.

The company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

As on March 31, 2025, none of the Directors of the company hold instruments convertible into equity shares of the Company.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Company or Associate Company as at 31 st March, 2025, hence, the statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is not applicable to your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 2015 is set out in the Annexure-I to this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your and Indian Alluminium industry, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2024-2025.

EXTRACT OF ANNUAL RETURN:

The copy of Annual Return is available on the website of the company as per section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, and the link of the website is https://www.sacheta.com/

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated a policy to familiarize the Independent Directors with the Company. The Independent Directors are appraised during the Board / Committee(s) meetings on the Company operations, governance, internal control process and other relevant matters. The details of the Familiarization Program are available on Companys website https://www.sacheta.com/

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any loans, or provided any guarantees and made any investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (meeting of Board and its Powers) Rules, 2014, during the year under review, hence no disclosure with respect to such loans, guarantee and investments made are required to be given.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

CORPORATE GOVERNANCE

The detailed report on Corporate Governance for the financial year from 01.04.2024 to 31.3.2025 on the line of requirements of SEBI (LODR) Regulations appears in the Annexure-III to the Directors Report and forms a part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2024-25 forms part of the Corporate Governance Report. During the year under review, Nine (9) board meetings were held:

Sr No.	Date of Meeting	Board Strength	No. of Directors Present
1	16/04/2024	8	8
2	25/05/2024	8	8
3	27/07/2024	8	8
4	02/09/2024	8	8
5	09/09/2024	9	9
6	26/10/2024	8	8
7	10/12/2024	8	8
8	17/01/2025	8	8
9	31/03/2025	8	8

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed hereto and forms a part of this Report as Annexure-IV.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions, which is available on the Companys website www.sacheta.com . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arms length Price.

All Related Party Transactions entered during the year were in Ordinary Course of Business and at the Arms Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement were entered during the year under review.

As all transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Therefore, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable to the Company hence not provided.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI(LODR) 2015, includes an Ethics and Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website www.sacheta.com

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The remuneration paid to the Directors and Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act., 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015(including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.) in respect of Directors/employees of the Company is furnished in below and set out in the

Annexure-V

i. Non-Executive Directors have waived sitting fees for attending the Board Meeting, or any other receipt. ii. Managing Director, Executive Directors, Other Key Managerial personnel and Senior Management will involve a balanced between fixed and incentive pay reflecting short and long term performance objectives appropriate to working of the company and its goals.

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on www.sacheta.com

DIRECTORS:

The Company believes that the Board needs to have an appropriate mix of executive, non-executive and Independent Directors to maintain its independence and separate its functions of governance and management. As on 31st March, 2025, our Board comprise of eight members consisting four Executive Directors and four Independent Directors.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( ? EBI Listing Regulations?. There has been no change in the circumstances affecting their status as independent directors of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are: Mr. Satishchandra K. Shah, Managing Director, Mrs. Chetaben S. Shah, Jt. Managing Director, Mr. Dashrathbhai K. Patel, Chief Financial Officer and Ms. Vibha Banger, Company Secretary & Compliance Officer.

AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

STATUTORY AUDITORS AND AUDIT REPORT

Pursuant to the recent amendment to Section 139 of the Act effective May 7, 2018, ratification by Shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment.

M/s. Kiran & Pradip Associates, Chartered Accountants, Ahmedabad (FRN: 0112577W) has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company for the FY 2024-25.

In terms of the SEBI (LODR) Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors Report for FY 2024-25 on the financial statement of the Company forms part of this Annual Report.

The Statutory Auditors report on the financial statements for FY 2024-25 does not contain any qualifications, reservations or adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act. The observations made by the Auditors in their report are self-explanatory and therefore, do not call for any comments.

However, M/s. Kiran & Pradip Associates, Chartered Accountants, Ahmedabad (FRN: 0112577W) has furnished the resignation with effect from 13 th May, 2025 and after that company had appointed M/s. Murali & Venkat, Chartered Accountants, Mumbai (FRN: 002162S) on 09 th June, 2025 pursuant to the casual vacancy created by resignation of M/s. Kiran & Pradip Associates, Chartered Accountants, Ahmedabad (FRN: 0112577W) for the financial year 2025-26 and such appointment shall be approved in the ensuing general meeting.

COST AUDITORS

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jaymeen Trivedi (Proprietor of M/s. Jaymeen Trivedi & Associates, Ahmedabad), FCS-9137, Company Secretary in Practice, to carry out the Secretarial Audit of the Company. The Report of the Secretarial Audit for FY 2024-25 is attached herewith as Annexure-VI There is a qualifications, observations or adverse remark or disclaimer in the said report which require any clarification/ explanation.

1. Company is in process to identify eligible candidate for the post of Internal Auditor & shall appoint at the earliest.

2. Company will make sure to comply with the requirement of Section 123 and 124 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITIES

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board.

Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.

RISK MANAGEMENT

However, the provisions of SEBI (LODR) Regulations, 2015 on Risk Management is not applicable to the Company, as the practice of good Corporate Governance, the Company has internal structure for review of risk assessment in the leadership of the Managing Director. The function of the internal structure on risk management is to implement and monitor the risk management plan for the Company and to monitor and review the risk management plan and ensuring its effectiveness. The major risks affecting business of the Company are identified and functions are systematically addressed through mitigating actions on a continuing basis.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance Evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Discussion and Analysis, which is a part of this report.

INSURANCE:

All the properties of the Company have been adequately insured.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013 your Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 as on March 31, 2023 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient 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.

iv. The Annual Accounts have been prepared on a going concern basis.

v. Internal financial control has been laid down and followed by the company and that such controls are adequate and are operating effectively.

vi. Proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report for above said financial year has been submitted to the stock exchanges within 60 days of the end of the said financial year.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has been received from Mr. Jaymeen Trivedi (Membership No. 9137), Proprietor of M/s. Jaymeen Trivedi and Associates, Practicing Company Secretary, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.

PARTICULARS OF EMPLOYEES:

The statement containing information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure — V and forms part of this report.

COMPLIANCE OF SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 and 125 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended from time to time, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (IEPF).

During the year under review, Rs. 52039.25 amount was transferred to IEPF in accordance with Section 125 of the Companies Act, 2013.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has zero tolerance towards sexual harassment of women at work place. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Further, 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, no complaints with allegations of sexual harassment were received by the Company. The statement in respect of compliant received and disposed is as below;

Sr No	Particulars	Details
1	Number of complaints of sexual harassment received in the year;	Nil
2	Number of complaints disposed off during the year; and	Nil
3	Number of cases pending for more than ninety days	Nil

To build awareness in this area, the Company has been conducting induction/refresher programs in the Company on a continuous basis.

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

This clause is not applicable to the company as there is no application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year 2024-25.

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:

This clause is not applicable to the company during the year 2024-25.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

The company has complied with the provision of relating to the Maternity Benefits Act, 1961 during the year 2024-25.

ACKNOWLEDGEMENT:

Your directors take this opportunity to express their deep sense of gratitude for the valuable assistance and cooperation extended by the Government Authorities, Bankers, Vendors, Customers, Advisors, the General Public and for the valued contribution, efforts and dedication shown by the Company Employees, Officers, and the Executives at all levels. Your directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company.

	For, and on behalf of the Board
	SACHETA METALS LTD
Date: August 06, 2025	SD/-
Place:- Talod, Prantij	Satishkumar K Shah
	Chairman & Managing Director