Sai Swami Metals and Alloys Ltd Directors Report

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure is not applicable to the Company listed on the SME platform. Hence, the Company is not required to make disclosures in the Corporate Governance Report.

18. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it is not applicable to Company. Hence, there is no information regarding the same.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of Board of Directors and Key Managerial Personnel and changes of the Company therein, for the Financial Year 2024-25 and as on date of this Report are as follows:

During the Year under review, Mr. Nilesh Pravinkumar Kapadia (DIN: 10128053), Mr. Devang Kishor Buddhdev (DIN:10145848), Mr. Himansu Bhanubhai Chalishazar (DIN: 00527586), Ms. Twinkle Bipinchandra Gajjar (DIN: 10886216) and Mr. Rupesh Kumar Mittal (DIN: 01036455) have tendered their resignation.

Also in this forthcoming AGM, Proposal is made to regularizethe appointment of Ms. Kriya Dipakbhai Shah (DIN: 10714962),

Ms. Vaibhavi Chamanbhai Patel (DIN: 10886214) and Ms. Sakshi Dwivedi (DIN: 11002230) from Additional Directors to

Directors of the Company.

Also, inaccordance with the provisions of the Companies Act, 2013 and the Article of Associations of the Company, Mr. Nipun Anantlal Bhagat (DIN: 00065495), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommended his re-appointment. A brief profile of the Directors who are being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company. As per the requirement of section 134(3)(d) of the Companies Act, 2013, the Company states that it has received the Declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013.

20. APPOINTMENT OF COMPANY SECRETARY

The Board of Directors duly complied with the Regulation 6 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, in order to appoint Vidhi Dilipkumar Mehta, Company Secretary, as a Whole Time Company Secretary and Compliance Officer of the company to meet up with the grievance of the company and investors thereto.

21. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 11 times during the financial year under review.

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and the Secretarial Standard- and MCA Circulars. The prescribed quorum was presented for all the Meetings.

22, DISCLOSURE RELATING TO REMUNERATION:

The provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 do apply for the FY 2024-25 as the company was listed on May 08, 2024. Accordingly, details with respect to remuneration of employees are applicable which are as under:

1&2. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2024-25 is as under:

3. The median remuneration of employees of the Company during the financial year 2024-25 was Rs. 83,200/-.

4. Number of Permanent Employees on the rolls of Company as on 31st March, 2025 : 18

5. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

6. The information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in above.

23. COMMITTEES OF THE BOARD

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board: 1) Audit Committee. 2) Nomination and Remuneration Committee. 3) Stakeholders Relationship Committee;

Constitute of Committees are asunder:

a. Audit Committee: Constitution:

The term of reference:

Recommendation for appointment, remuneration and terms of appointment of auditors of the company. Review and monitor the auditors independence and performance, and effectiveness of audit process.

Examination of the financial statement and auditors report thereon.

iv. Approval or any subsequent modification of transactions of the company with related parties. V. Scrutiny of inter-corporate loans and investments. vi. Valuation of undertakings or assets of the company, wherever itis necessary. vii. Evaluation of internal financial controls and risk management systems. viii. Monitoring the end use of funds raised through public offers and related matters. ix. The Audit Committee may call for the commentsof the auditors about intemal control system, the scope of audit, including the observations of the auditors and review of the financial statement before their submission to the Board and may also discuss any related issue with the internal and statutory auditors and the management of the company. X, The Audit Committee shall have authority to investigate into any matter in relation to the items specified above in (i) to (iv) or referredto it by the Board and for this purpose shall gave power to obtain professional advice from external sources and have full access to information contained the records of the company. xi. The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considersthe auditors report but shall not have the right to vote. xii. The Boards report under sub-section (3) of section 134 shall disclose the composition of Audit Committee and where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed in such report along with the reasons thereof. xiii. The victims/persons who use vigil mechanism can direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

b. Nomination and Remuneration Committee: Constitution:

The term of reference:

i Toidentify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance. ii. Toformulatethe criteria for determining qualifications, positive attributes and independence of a director and ^{recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and} other employees. iii. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals: iv. Regularly review the Human Resource function of the Company. V. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time. Vi. Make reports to the Board as appropriate. Vil Review and reassess the adequacy of his charter periodically and recommend any proposed changes to the Board for approval from time to time. vii. Any other work and policy related and incidental to the objectives of the committee as per provisions of the Act and rules made thereunder. c. Stakeholders Relationship Committee:

24. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. S5-1 and $5-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

25. COST AND SECRETARIAL AUDIT APPLICABILITY

COST AuDIT

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the

Company.

INTERNAL AUDIT:

The Company was required to appoint Internal Auditor as per section 138(1) of Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 and the same is duly complied by the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS and Co. LLP, to conduct Secretarial Audit of the Company for the FY 2024-25. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025, is enclosed to this Report as

Annexure -4. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor.

26. GENERAL:

During the year; i)The Company does not have any ESOP scheme for its employees / Directors; ^{ii)The Company has not bought back any of its securities;} iii)The Company has not issued any Sweat Equity Shares;

27. FORMAL ANNUAL EVALUATION

Pursuant to the provision of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation its own performance, performance of individual directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligation etc. was carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

28. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company i well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

29. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirm that: a. I the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have 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 as at March 31,2025 and of the profit of the Company for that year; C. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance ^{with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and} other irregularities. d. The Directors have prepared the annual accounts on a ‘going concern basis; and

. The Directors have laid down internal financial controlsto be followed by the Company and that such internal financial controls are adequate and operate effectively.

. Thedirectors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

There were no loans, guarantees or investments made by your Company under the provisions of Section 186 of the Companies Act, 2013 during the period under review. However, the details related to Loan/Guarantee or investment for earlier period is given in the note of Financial Statements. 31. RELATED PARTY TRANSACTION

Related party transactionsthat are entered during the financial year were in the ordinary course of Business and on an arms

length basis. The Company had entered into any contract/arrangement/transactions with related parties which could be

considered material. Hence, the Company is required to attach Form AOC-2 pursuantto section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 as Annexure -2.

32. INSURANCE

All the properties and insurable interests of the Company to the extent required adequately insured.

33. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESAL) ACT, 2013

There was no case filed during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Interal Complaints Committee. Further, the Company ensures that there is a healthy and safe atmospherefor every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

34. RISKS MANAGEMENT POLICY

The Company has a Risk Management Policy, which periodically assesses the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management Policy, the relevant parameters for protection of

the environment, safety of operations and health of people at work are monitored regularly. Your Company has a Risk Management Policy in place and is available on the Companys website at https://www.saiswamimetals.com/index.html. 35. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys Policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

36. VIGIL MACHANISM/ WHISTLEBLOWER

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides

for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. Your Company has a Vigil Mechanism Policy in place and is available on the Companys website at https://www.saiswamimetals.com/index.html. 37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any Regulators or Courts or Tribunals, impacting the going concern status of the Company and its future operations.

38. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 during the year are as stated below: (A) Conservation of energy SN

(B) Technology absorption SN (C) Foreign Exchange Earnings & outgo: -

3. GENERALSHAREHOLDERS INFORMATION Extra Ordinary General Meeting:

There was one Extra Ordinary General Meeting held on February 01, 2025, during the year under consideration. Annual General Meeting:

3? Annual General Meeting of the Members of the Company will be held through Video Conferencing (“VC”) / Other Audio Visual Means (OAVM) on Friday, 19% September, 2025 at 3.00 PM IST. Listing on Stock Exchange: The Companys shares are listed on Bombay Stock Exchange of India on BSE Emerge platform w.e.f May 08, 2024. Address: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001. BSE Scrip code: 544170 Registrar and Transfer Agent (RTA):

Share transfer and all other Investors / Shareholders related activities are attended and processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and any other documents, investors may contact Bigshare Services Pvt. Ltd, Office No S6-

2, 6th floor, Pinnacle Business Park, next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai-400093, India Email id: info@bigshareonline.com. However, shareholders holding shares in the electronic mode should address all correspondence to their respective Depository Participants.

40. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under report, no application was made against the Company nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

42. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES

ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations. The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

43. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of accounts for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

44. FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S 143(12)

There were no frauds reported by the auditors under section 143(12) of CompaniesAct, 2013 during their course of audit for the

financial year 2024-2025. 45. ACKNOWLEDGEMENT

Your directorstake this opportunityto place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful ^{management of the Companys affairs. The Directors also take this opportunity to thank all the Stakeholders, Investors, Clients,} Banks, Government, Regulatory Authorities and Stock Exchangefor their continued support.

FOR SAI SWAMI METALS AND ALLOYS LIMITED