Sai Swami Metals and Alloys Ltd Directors Report

To,

The Members,

SAI SWAMI METALS AND ALLOYS LIMITED

Your directors have pleasure in presenting the 02^nd (Second) Annual Report along with the Audited Financial Statementsand Auditors

Reportfor theyear ended 31^st March 2024.

1. FINANCIAL HIGHUGHTS

The following are the financial results of the Company for the year ended 31st March 2024:

(Amount in Rs. In Lakh)

Particulars	Standalone 2023-24	Standalone 2022-23	Consolidated 2023-24	Consolidated 2022-23
Revenue from Operations	1631.69	-	4073.08	626.76
Other Income	-	-	-	-
Less: Expenses	(1490.02)	-	(3784.36)	(624.23)
Profit/(Loss) BeforeTax	141.67	-	288.72	2.53
Less: Tax Expenses	(36.42)	-	(72.38)	-
- CurrentTax	36.83	-	73.85	-
- Deferred T ax	-0.41	-	(1.47)	-
Profit/(Loss) for the year	105.25	-	216.34	2.53

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

The Key highlights pertaining to the businessoperations of the Company forthe year 2023-24 have been given hereunder:

For Standalone (Amount in Lakhs):

• The total revenuefrom operation of the Company during the financial year 2023-24 is Rs. 1631.69.

• The total expenses of the Company during the financial year 2023-24 is Rs. 1490.02.

• The Company has earned net profit of Rs. 105.25.

For Consolidated (Amount in Lakhs):

• The total revenue from operation of the Company during the financial year 2023-24is Rs. 4073.08 (in lakhs) against the previousyears revenue of Rs. 626.76 (in lakhs).

• The total expenses of the Company during the financial year 2023-24 is Rs. 3784.36 (in lakhs) against the previous years expenses of Rs 624.23 (in lakhs).

• The Company has earned net profit of Rs. 216.34 (in lakhs) against the previous years Profit of Rs. 2.53 (in lakhs).

Your directors are optimistic about the Companys business and hopeful of better performance with increased revenue and profit in the coming year.

3. DIVIDEND:

With a view to meeting future requirements of projects and to strengthening the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

The Board of Directors of the Company has approved the dividend distribution policy in line with Regulation 43A of the Listing Regulations. The Policy broadly specifies the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized, etc.

4. RESERVES:

The Company does not propose totransfer any amount to General Reserves.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year under review.

6. INITIAL PUBLIC OFFER OF EQUITY SHARES:

Your Company carne out with an initial public offer (IPO) of its equity sha res aggregating to Rs. 15.00 Cr comprising of entirely fresh issue. The issue was open for subscription from Tuesday, 30^th April 2024 to Friday, 03^rd May 2024. Pursuant to the IPO 2500,000 equity shares were issued and allotted on Monday, 06^th May 2024 to the public at price of Rs. 60 per share.

7. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of BSE Limited w.e.f. 08^,h May, 2024.

8. DEM ATERI ALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL. The ISIN No. allotted is INE0QXT01018.

9. DEPOSITES:

During the year under review, the Company has neither accepted ?or renewed any deposits fall?ng within the purview of Section 73 ofthe Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

7. DETAILS OF SUBSIDIARY, JOINT VENTU RE AND ASSOCIATE COMPANY:

The Company holds Bhagat Marketing Pr?vate Limited as wholly owned subsidiary company, and Dhruvish Metal Industries LLP as wholly owned subsidiary. Henee, declaration regarding the same is not required.

8. SHARE CAPITAL:

The Company has an Authorized Capital of Rs. 7,50,00,000/- divided into 75,00,000/- equity shares of Rs. 10/- each.

The Company has Issued, Subscribed and Paid-up Capital of Rs. 6,61,77,100/-divided into 66,17,710/-equity shares of Rs. 10/- each.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting or might affect the financial position of the Company.

10. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-A forming part of this Report.

11. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) ofthe Companies Act, 2013, the Company has placed a copy ofthe Annual Return as of March 31, 2024, on its website https://www.saiswamimetals.com/index.html.

12. PARTICULARS OF EMPLOYEES:

Pursuant to the provisionsof Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs 2.26 lakhs per month (avg.) or Rs. 15.86 Lakhs per annum on the standalone basis and remuneration of Rs 6.36 lakhs per month (avg.) or Rs. 44.54 Lakhs per annum on the Consolidated basis.

13. STATUTORY AU DITORS:

M/s. ABHISHEKKUMAR & ASSOCIATES (Firms Registration No. 130052W), Chartered Accountants, Ahmedabad was appointed as Statutory Auditors of the Company at its 01^st Annual General Meeting (AGM) to hold office as such until the conclusi?n of the 06^th Annual General Meeting (AGM) of the company to be held in the year 2027.

The statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicableguidelines and regulations.

14. AUDITORS REPORT AND BOARDS COMMENTS THEREON:

The Statutory Auditors ofthe Company have submitted the Audit Report for the financial year 2023-24. The Auditors report does not contain any qualification, reservation and adverse remarks. The notes on financial statement referred to in the Auditors report are self-explanatory and do not cali for any comments.

15. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013 except as qualified by the Auditor in its Report. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

16. CORPORATE GOVERNANCE

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. Henee, the Company is not required to make disclosures in the Corporate Governance Report.

17. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 1B5 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it is not applicable to Company. Henee, there is no information regarding the same.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of Board of Directors and Key Managerial Personnel of the Company for the Financial Year 2023-24 and as on date of this Report are as follows:

S.N. ?ame of Directors and Key Managerial Personnel	Category and Designation	Date of Appointment	Date of Cessation
1 NIPUN ANANTLAL BHAGAT	Managing Director	23/09/2022	-
2 KASHMIRA DHIRAJBHAI MEHTA	CFO & Whole-time director	23/09/2022	-
3 NILESH PRAVINKUMAR KAPADIA	Director	22/04/2023	-
4 DEVANG KISHOR BUDDHDEV	Director	03/05/2023	-
5 VIDHI DILIPKUMAR MEHTA	Company Secretary	21/06/2023	-
6 HIMANSU BHANUBHAI CHALISHAZAR	Director	05/06/2023	""

In accordance with the provisions of the Companies Act, 2013 and the Article of Associations of the Company, Kashmira Dhirajbhai Mehta, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re- appointment. The Board recommended her re-appointment.

A brief profile of the Director who is 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 fortheoming 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.

19. 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.

20. MEETINGS OFTHE BOARD OF DIRECTORS

The Board of Directors duly met 15 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-I and MCA Circulars. The prescribed quorum was presented for all the Meetings.

21. 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 doapply forthe FY 2023-24 as the company was listed on 08^th May, 2024. Accordingly, details with respect to remuneration of employees are applicable which are as under:

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 2023-24 is as under:

Sr. No. ?ame of Director, KMP & Designation	AMOUNT OFSALARY
1 Nipun Anantlal Bhagat, Managing Director	3,00,000.00
Nipun Anantlal Bhagat, (Bhagat Marketing Pr?vate Limited)	2,40,000.00
2 KASHMIRA DHIRAJBHAI MEHTA, CFO, Whole-time Director	3,00,000.00
3 BHAUMIK D BHAGAT, (Bhagat Marketing Pr?vate Limited)	2,40,000.00

3. The percentage increase in the median remuneration of employees in the financial year - NA

4. Number of Permanent Employees on the rolls of Company as on 31st March 2024: 7 Employees

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

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

The statement containing ?ames 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 a sep?rate annexureforming part of the Annual Report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure isopen for inspection at the Registered Office of the Company. Any Member interestedin obtaining a copy of the same may write to the Company Secretary.

22. COMMITTEESOFTHE BOARD

In terms of Companies Act, 2013, our Company has already constituted thefollowing 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:

?ame	Designation in the Committee	Nature of Directorship
MR. HIMANSU BHANUBHAI CHALISHAZAR	CHAIRMAN	Non-Executive and Independent Director
MR. DEVANG KISHOR BUDDHDEV	MEMBER	Non-Executive and Independent Director
MR. NIPUN ANANTLAL BHAGAT	MEMBER	Executive and Non-lndependent Director

The term of reference:

i. Recommendation for appointment, remuneration and terms of appointment of auditors of the company.

ii. Review and monitor the auditors independence and performance, and effectiveness of audit process.

iii. 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 it is 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 cali for the comments of the auditors about internal 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 invest?gate into any matter in relation to the ?tems specified above in (i) to (iv) or referred to it by the Board and forthis purpose shall gave power toobtain professional advice from external sources and have full access to ?nformation 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 considers the 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 reasonsthereof.

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:

?ame	Position in the Committee	Nature of Directorship
MR. HIMANSU BHANUBHAI CHALISHAZAR	CHAIRMAN	Non- Executive Independent Director
MR. NILESH PRAVINKUMAR KAPADIA	MEMBER	Non- Executive Independent Director
MR. DEVANG KISHOR BUDDHDEV	MEMBER	Non-Executive Independent Director

Theterm ofreference:

i. Toidentify persons who are qualified to become Directors and who may be appointed ?n s?nior 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. Toformulate the 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 mot?vate 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 s?nior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the workingofthe company and itsgoals:

iv. Regularly review the Human Resource function of the Company.

v. Dischargesuch other function(s) or exercise such power(s) as may be delegatedto the Committee bythe Board from time to time.

vi. Make reports to the Board as appropriate.

vii. Review and reassess the adequacy of his charter periodically and recommend any proposed changes to the Board for approval from time to time.

viii. 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:

Constitution:

?ame	Position in the Committee	Nature of Directorship
Mr. Nilesh Pravinkumar Kapadia	CHAIRMAN	Non- Executive Independent Director
Mr. Devang Kishor Buddhdev	MEMBER	Non- Executive Independent Director
Ms. Kashmira Dhirajbhai Mehta	MEMBER	Executive and Non-lndependent Director

23. SECRETARIA!.STAIMDARDS

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

24. COST AUDIT APPLICABILITY

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

25. GENERAL:

During the year;

i) The Company has issued shares in term of Initial Public Offer which has been mentioned above in detail.

ii) The Company does not have any ESOP scheme for its employees / Directors; iiijThe Company has not bought back any of its securities;

?v)The Company has not issued any Sweat Equity Shares;

26. FORMAL AN NU AL EVALUATION

Pursuant to the provisi?n 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 eval uation of the working of the Board, its committees, experi ence and expertise, performance of specific d ut ?es and obligation etc. was carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

27. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

28. DIRECTORS RESPONSIBIUTY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2024, 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, 2024 and of the profit of the Company for that year;

C. The Directors have taken proper and sufficient care forthemaintenance 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

e. The Directors have laiddown internal financial Controls to be followed by the Company and that such internal financial Controls are adequate and op?rate effectively.

f. 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.

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

There were no loans, guarantees or investments made by your Company underthe 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 ?s given in the note of Financial Statements.

30. RELATED PARTYTRANSACCION

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arms length basis. The Company had not entered into any contract/arrangement/transactions with related parties which could be considered material. Henee, the Company is not required to attach Form AOC-2 pursuant to section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014.