Sarthak Metals Ltd Directors Report

Directors Report

Dear Members,

Your Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "Sarthak") along with the audited financial statements, for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

	(Rs. in Lakhs)
Particulars	For the year ended March 31,
	2024	2023
Revenue from Operations	30,517.35	40,842.59
Other Income (Net)	192.52	380.47
Total Income	30,709.87	41,223.06
Expenses	28,813.29	37,121.63
Exceptional Items	-	(78.88)
Profit Before Tax	1,896.58	4,022.55
Less: Tax (Including deferred tax and current tax relating to earlier years)	513.75	1,046.21
Total Other Comprehensive Income (Net of Tax)	1,382.83	2,976.35
Profit After Tax	1,383.28	2,979.38
Earnings Per Share of Rs.10 each
Basic	10.10	21.74
Diluted	10.10	21.74

The Company reported a subdued financial performance in FY24 on account of significant challenges in the external environment vis-a-vis steel industry, throughout the year. Coupled with a weak demand outlook from steel industry, were challenges on falling product realisations, and subdued exports for the Company. Thus, our Revenue from Operations for the year stood at Rs.305.17 Crores, as compared to Rs.408.43 Crores in FY23, registering a decrease of 25% year-on-year. Coupled with lower top line on account of lower volumes and realisations, we also witnessed a compression in our operating profitability. Our EBITDA Margins stood at 6.5% in FY24, compared to 9.8% in FY23. Subsequently, Net Profit stood at Rs.13.83 Crores in FY24, as compared to Rs.29.76 Crores in FY23, registering a decrease of 54% YoY.

Despite these temporary setbacks, we remain optimistic about the future outlook of our core Cored Wire & Aluminium Flipping Coil business. Our clients, who are among the largest steel players in India, continue to expand their capacities thus promising a good outlook for metallurgical solution providers & industry.

Additionally, our outlook is supported by the promising the ramp-up in our Flux Cored Wires vertical, which we believe will prove to be an important frontier for the companys growth. Our venture into this new product categories has shown promising results, with strong market acceptance for our product quality. Encouraged by this positive initial response, we are expanding our production capacity in this segment to capitalise on the growing demand. Our business outlook is also supported by the strong balance sheet and healthy cash reserves, that provide a solid foundation for navigating future uncertainties and pursuing growth opportunities. Sarthak Metals is well-positioned to adapt to evolving market conditions and leverage emerging prospects in the coming year.

As we march forward, our commitment to innovation, quality, and customer satisfaction will remain across all our product verticals.

2. AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

3. DIVIDEND:

Considering the constant growth in earnings and profits of the Company your directors have in the Financial Year declared an Interim Dividend for the year under review.

The Company declared dividend as under:

		Fiscal 2024			Fiscal 2023
	Dividend per share (in Rs.)	Dividend pay-out (in Rs.Lakhs)	%age of Dividend	Dividend per share (in Rs.)	Dividend pay-out (in Rs.Lakhs)	%age of Dividend
Interim dividend	1.00	136.90	10	1.00	136.90	10
Final dividend	-	-	-	1.00	136.90	10
Total dividend	1.00	136.90	10	2.00	273.80	20

Note: The Company declares and pays dividend in Indian Rupees. Companies are required to pay/distribute dividend after deducting applicable withholding income taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

4. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, the Company commenced operations in a new product category i.e. Flux Cored Wires (FCW). FCW is a consumable in industrial welding & heavy fabrication units. The Company has started with one manufacturing line, and an initial capacity of 1,200 TPA, set to expand in the coming financial year. Additionally, the Company has commenced R&D and developed a pilot facility in Nagpur, Maharashtra, for research in the Biotechnology domain, specifically for Industrial Enzymes and Natural Proteins. The Company is working towards rapid technology adoption. Our work is in collaboration with the Council of Scientific & Industrial Research (CSIR), LIT University, and Hislop College for technology transfer and continuous research and development in this domain.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

6. CAPITAL STRUCTURE:

The Paid-up Equity share capital of the Company as on April 01, 2023 was Rs.136,897,500/- divided into 13,689,750 Equity Shares of Rs.10/- each. No change was made during the year. The equity share capital thus, as on March 31, 2024 was Rs.136,897,500/-.

During the F.Y. 2023-24 your Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares

(including sweat equity shares) to the employees or directors of the Company under any scheme such as bonus, right issue, private placement, preferential allotment or by any other mode as per Companies Act, 2013.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

7.1. Re-appointments:

7.1.1. Director liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anoop Kumar Bansal (DIN: 01661844), Managing Director of your Company retires by rotation in the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

7.1.2. Re-appointment of Managing Director and Whole-Time Directors:

In the 25^th Annual General Meeting held on September 09, 2020, the members had approved the re-appointment of Mr. Anoop Kumar Bansal as Managing Director, Mr. Sanjay Chamanlal Shah, as Whole-Time Director and Mr. Mayur Bhatt, as Whole-Time Director of the Company for a period of 5 years. The said term of 5 years is going to expire.

The Board of Directors on the recommendation of Nomination and Remuneration Committee of the Committee has approved, subject to approval of Members at ensuing Annual General Meeting, the re-appointment of Mr. Anoop Kumar Bansal as Managing Director, Mr. Sanjay Chamanlal Shah as Whole-Time Director and Mr. Mayur Bhatt, as Whole-Time Director of the Company.

The Board of Directors on the recommendation of Nomination and Remuneration Committee of the Committee has approved, subject to approval of Members at ensuing Annual General Meeting, the remuneration to be paid to them for the period of 3 years. The brief profile of the appointees along with the item wise explanatory statement of the Directors proposed to be re-appointed has been made part of the Notice of the Annual General Meeting read along with annexures to the Notice.

8. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6), Code for Independent Directors of the Companies Act, 2013 and of the Listing Regulations.

The Independent Directors, had, in addition to the provisions of Regulation 16(1)(b) of the Listing Regulations, also confirmed that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and that he/she is independent of the management.

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

9. STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

In compliance with the Listing Regulations and the Companies Act, 2013, the Company has adopted the Code of Conduct for the members of the Board and Senior Executives of the Company. The Code is also applicable to Non-Executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law.

A copy of the Code has been put on the Companys website http://www.sarthakmetals.com/investors-code-of- conduct.aspx?mpgid=24.The Code has been circulated to Directors and Senior Executives and its compliance is affirmed by them annually. A declaration signed by the Chief Executive Officer is given below:

"I hereby confirm that the Company has obtained from all the members of the Board and senior executives, affirmation that they have complied with the Code of Conduct for Board of Directors and senior executives in respect of Financial Year 2023-24."

Mr. Mayur Bhatt Whole-Time Director and CEO

10. BOARD AND THE COMMITTEE MEETINGS:

The Board of Directors met 6 (Six) times during the financial year 2023-24. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

As on March 31, 2024, the Board had four committees: the audit committee, the corporate social responsibility committee, the nomination and remuneration committee and the stakeholders relationship committee. All committee comprise only Independent Directors, one of whom is chosen as the chairperson of the committee.

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report in "Annexure-A".

11. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice. Extract of Remuneration Policy from Nomination and Remuneration policy is annexed to this report as "Annexure-B" and full policy can be accessed from website of the Company http:// www.sarthakmetals.com/docs/Nomination-and- Remuneration-Policy.pdf.

12. BOARD EVALUATION:

The Company believes that formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the Company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness.

Having said that, the Company conducted the Board Evaluation process for the assessment of the performance of the entire Board, individual director performance, performance of the Chairperson and review of management support to the Board.

The performance of the board was evaluated by the Directors 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 broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and 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.

13. FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS:

The Board of your Company acknowledges that given the roles and responsibility of the Independent Directors and Non-Executive Director of the Company they are from time to time made aware of the Companys business conduct, the strategy, operations and functions of the Company and also from time to time the Independent Directors along with the NonExecutive Director visit the manufacturing facilities of the Company situated at Hathkhoj, Durg, India, to understand the processes of manufacturing of Cored Wires, this enables them to take part in the Board and Committee meeting effectively and efficiently as and when a product related discussion comes before the Board and Committee meetings.

At various Board meetings during the year, the Board members are provided with information/ presentations and are given the opportunity to interact with the Senior Management of your Company to help them to understand the Companys strategy/policies, business model, operations, products, markets, organization structure, finance, human resources, technology, quality, facilities and risk management, changes in the regulatory environment applicable to the corporate sector and to the industry in which it operates and such other matters as may arise from time to time.

The policy on familiarization programmes for Independent Directors is posted on the website of the Company and can be accessed at http://www. sarthakmetals.com/docs/Familiarization%20of%20 Independent%20Directors.pdf.

14. DIRECTORS RESPONSIBILITY STATEMENT:

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 financial year and of the profit and loss of the Company for that period;

c. The directors had 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 had prepared the annual accounts on a going concern basis;

e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating 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.

15. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal controls to ensure that all the assets are safeguarded and protected against losses from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has an effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws. The auditors have also expressed their satisfaction on the adequacy of the internal control systems incorporated by your Company.

16. FRAUDS REPORTED BY THE AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

17. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiary Company or Joint Venture Company or Associate Company and hence this clause of Directors Report is not applicable.

18. DEPOSITS:

During the year under review, your Company has not accepted, invited and/or received any deposits from public within the meaning of Section 73 & 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014, as amended from time to time.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There are no Loans, Investments or Guarantees/ Security given by the Company during the year under Section 186 of the Companies Act, 2013; hence no particulars are required to be given.

20. ANALYSIS OF REMUNERATION:

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:

Names and Designation	[A] Ratio of Directors Remuneration to the median Remuneration of Employees	[B] Percentage (%) increase/decrease in Remuneration
Ms. Rama Kohli (Independent Director)	Nil	Not Applicable
Mr. D. V. Giri (Independent Director)	Nil	Not Applicable
Mr. Sunil Dutt Bhatt (Independent Director)	Nil	Not Applicable
Mr. Anoop Kumar Bansal (Managing Director)	35.17 Times	66.67%
Mr. Mayur Bhatt (Whole-Time Director & CEO)	7.14 Times	No Change
Mr. Sunil Kumar Agarwal (Director)	Nil	No Change
Mr. Sanjay Shah (Whole-Time Director)	35.17 Times	66.67%
Mr. Anirudh Singhal (Chief Financial Officer)	9.28 Times	No Change
Mr. Pratik Jain (Company Secretary)	3.06 Times	10%

The median remuneration of employees of the Company during the financial year was Rs.1,89,101 p.a. Please note that only those persons who were employees as on March 31, 2024 have been considered for the calculation of the median salary.

(C) Percentage increase in the median Remuneration of Employees	Increase of 0.64%
(D) Number of permanent Employees on the rolls of Company	153 as on March 31, 2024
(E) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof	Median Salary of non-managerial staff has increased by 10%. The average salary of managerial staff has increase by 28%
(F) Affirmation that the remuneration is as per the remuneration policy of the Company	The Company affirms that the remuneration is as per the remuneration policy of the Company

During the year, none of the employees received remuneration in excess of Rupees One Crores Two Lakhs or more per annum, or Rupees Eight Lakhs per month for the part of the year, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business to further the business interests of the Company. Prior approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis.

The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Also, there were no material related party contracts entered into by the Company as per the Companies Act, 2013 and rules made thereunder. The disclosure as required under Section 134(3)(h) of the Act in Form AOC-2 is attached as "Annexure-C" Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone financial statements forming part of this Report.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Companys website - http://www.sarthakmetals.com/docs/Policy%20 on%20Materialitv%20of%20Related%20Partv%20 Transactions%20and%20Dealing%20with%20 Related%20Party%20Transactions.pdf.

22. CORPORATE GOVERNANCE REPORT:

Pursuant to Schedule-V of Listing Regulations, Corporate Governance Report along with the Auditors certificate regarding compliance of conditions of Corporate Governance is made part of this report as "Annexure-A"

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34 read with Schedule-V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Management Discussion & Analysis Report is annexed to this report on page no. 26 forms part of the Annual Report.

24. CORPORATE SOCIAL

RESPONSIBILITY (CSR):

Your Company believes in giving back to society in some measure that is proportionate to its success in business. In view of this, the Companys Corporate Social Responsibility (CSR) aims to extend beyond charity and enhance social impact In this direction, the Companys CSR Committee steers us and as per the Annual Action Plan, the said committee had approved the areas of Health, Education, Rural Development and

Environmental Sustainability. CSR has been an integral part of the way the Bansal Group conducts its business since its inception.

We focus on our social and environmental responsibilities to fulfil the needs and expectations of the communities around us. Our CSR is not limited to philanthropy, but encompasses holistic community development, institution-building and sustainability-related initiatives. Our CSR Policy aims to provide a dedicated approach to community development in the areas of education, healthcare and environmental sustainability. We contribute to serve the development of people by shaping their future with meaningful opportunities, thereby accelerating the sustainable development of society while preserving the environment, and making our planet a better place today and for future generations.

The Corporate Social Responsibility CSR Policy of the Sarthak Metals is aligned with its overall commitment to maintaining the highest standards of business performance. We recognize that our business activities have direct and indirect impact on the society. The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrate its commitment to sustainable development and to meet the interests of its stakeholders.

Members are requested to refer the Corporate Governance Report forming part of this annual report for the composition of the CSR Committee. The CSR policy of the Company is available on the website of the Company at http://www.sarthakmetals.com/ docs/Corporate-Social-Responsibilitv-Policv.pdf.

The annual report on the CSR activities is annexed as "Annexure-D" to this report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable. The Company is not energy intensive. However, keeping in view the alternative sources of energy available to the Company and for achieving the sustainability goals of the Company, the Board of Directors of your Company at their Board Meeting held on November 11, 2022 approved the installation of roof-top solar power plant. This 400 KW roof-top solar power plant has now been commissioned. This renewable energy source will not only help substitute a portion of our energy consumption but also result in approximately a 50% reduction in electricity expenses due to captive consumption. Further, the Companys technology is indigenously developed and being constantly upgraded.

B. Foreign exchange earnings and Outgo:

		(in Rs.)
Particulars	As on March 31, 2024	As on March 31, 2023
Foreign Exchange Earnings (Export)	675,928,492.27	443,103,844.92
Foreign Exchange Outgo (Import)	730,632,609.00	654,651,117.00

26. RISK MANAGEMENT:

During the year, the Company reviewed and strengthened its risk management policy and the risk management framework which ensures that the Company is able to carry out identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

27. DETAILS OF ESTABLISHMENT OF WHISTLE BLOWER POLICY FOR VIGIL MECHANISM:

Pursuant to the Section 177(9) and (10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism for Stakeholders, Individual Employees and their representative bodies, to report to the audit committee about the illegal or unethical practices or frauds, or violation of the Companys Code of Conduct.

It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The mechanism also provides adequate safeguards against victimization of employees and directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases.

The full policy on whistle blower is available at http:// www.sarthakmetals.com/docs/SML-Whistle-Blower- Policy.pdf.

28. MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS:

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

29. AUDITORS:

29.1. Statutory Auditors:

At the twenty-seventh AGM held on September 05, 2022, the Members approved the re-appointment of Begani and Begani, Chartered Accountants (Firm Registration: 010779C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the thirty-second AGM to be held in the year 2027.

29.2. Secretarial Auditors:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s Nilesh A. Pradhan & Co. LLP, Company Secretaries (COP. No. 3659) to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024.

29.3. Cost Auditors:

Pursuant to the provisions of Section 148 of Companies Act, 2013 and the rules made thereunder, the Company has appointed Mr. Gajadhar Prasad, Cost Accountants (Membership No. 39559) to undertake the Cost Audit of the Company for the Financial Year ended March 31, 2024.

The Board on the recommendation of Audit Committee of the Company, have appointed M/s. Gajadhar Prasad and Co., Cost Accountants (Membership No. 39559) as Cost Auditors to conduct Cost Audit for the Financial Year ended March 31, 2025, the remuneration to be paid to Cost Auditors is proposed to be approved by the members at the upcoming Annual General Meeting of the Company.

30. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed to this report as "Annexure-E" and forms an integral part of this report.

31. EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS:

The Board has duly reviewed the Statutory Auditors Report on the Financial Statements of the Company. The observations, comments and notes of Auditor are self-explanatory and do not call for any further explanation/clarification.

32. DISCLOSURE REQUIREMENTS:

32.1. As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis form part of the Directors Report.

32.2. The Company properly complies with the provision of all applicable Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by the Institute of Company Secretaries of India.

33. DIVIDENDS LYING IN THE UNPAID DIVIDEND ACCOUNT:

The Company in compliance with Section 124 of Companies Act, 2013 has transferred to the Unpaid Dividend Account the following amounts to the Unpaid Dividend Accounts:

Sr. No.	Type of Dividend and Year	Amount (in Rs.)	Year in which it will get transferred to IEPF
1.	Final Dividend 2016-17	2,000	2024
2.	Final Dividend 2018-19	26,000	2026
3.	Final Dividend 2019-20	32,450	2027
4.	Final Dividend 2020-21	76,600	2028
5.	Interim Dividend 2021-22	3,683	2029
6.	Final Dividend 2021-22	7,775	2029
7.	Interim Dividend 2022-23	19,826	2030
8.	Final Dividend 2022-23	135,832	2030
9.	Interim Dividend 2023-24	141,569	2031

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting. Audit, Transfer and Refund) Rules, 2016 as amended which provides that all dividend(s) remaining unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account are required to be transferred to the Investor Education and Protection Fund (IEPF) Authority established by the Central Government.

Shareholders are requested to note that dividend declared by the Company during the financial year 2016-17, which remained unpaid/unclaimed for a period of seven years will be transferred to the account maintained by the IEPF Authority on or after September 06, 2024. The Company is making all the efforts to deliver individual notices/intimations to the shareholders through post or email. Concerned shareholder of the Company may claim dividend declared during the financial year 2016-17, up to September 01, 2024, failing which the Company in compliance with the said Rules shall transfer the unpaid/unclaimed dividend for FY 2016-17.

More details are available at the website of the Company at http://www.sarthakmetals.com/ investors-unpaid-dividend.aspx?mpgid=24

34. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual return as on March 31, 2024 is available on the Companys website on www. sarthakmetals.com.

35. A STATEMENT AS TO WHETHER COST RECORDS IS REQUIRED TO BE MAINTAINED BY THE COMPANY PURSUANT TO AN ORDER OF THE CENTRAL GOVERNMENT AND ACCORDINGLY SUCH RECORDS AND ACCOUNTS ARE MAINTAINED:

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and such accounts and records are made and maintained.

36. APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application nor any proceeding under the Insolvency and Bankruptcy Code, 2016 is pending, hence this disclosure is not applicable to the Company.

37. 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 year under review, the Company has not entered into one-time settlement with any Banks or Financial Institutions, hence this disclosure is not applicable to the Company.

38. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

At Sarthak, our goal has been to create an open and safe workplace where each and every employee feels empowered to contribute to the best of their abilities, irrespective of gender, sexual preferences or any other classification that has no bearing on the employees work output. Towards this, the Company has already set up the Internal Complaints Committee to consider and resolve all sexual harassment complaints reported by women. The constitution of the IC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The committee is chaired by Ms. Pratibha Prasad, Manager, Human Resource, Sarthak Metals Limited. No compliant was received during the year.

39. ACKNOWLEDGEMENTS:

The Directors thank the Companys shareholders for their trust reposed on the Board of Directors, the Directors also thank employees, customers, vendors and all the stakeholders for their continuous support. The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation.

	Sd/-	Sd/-
	Mayur Bhatt	Anoop Kumar Bansal
	Whole-Time Director & Chief Executive Officer	Managing Director
Date: July 12, 2024	DIN:07586457	DIN: 01661844
Place: Bhilai (C.G.)