Sheetal Universal Ltd Directors Report

During the year under review company has total revenue of Rs. 1080. 65 Lakhs as against the previous year revenue of Rs. 1324.68 Lakhs thousand which shows decrease of 22.59 % in comparison with the previous year. The Company reported a Profit of Rs 9320.9 Lakhs for the financial year 202425 as compared to profit of Rs. 2058.6 Lakhs in the previous financial year.

The Board of Directors have decided to retain the entire amount of profit for F.Y. 202425 in the Statement of Profit & Loss as at March 31, 2025.

Authorised Capital:

The authorised share capital of the company is Rs. 12,00,00,000.00 (Rupees Twelve Crores) divided into 1,20,00,000 (one Crore twenty Lakhs) Equity Shares of Rs. 10/ each.

The Paidup Equity Share Capital of the Company March 31, 2025 was 114559990/ comprising of 11455999 equity shares of 10 each as on end of financial year 202425. During the year, the Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

Your directors recommend a Dividend of Rs. 0.5 (i.e. 5% per share) per equity share of face value of Rs. 10/ as Final Dividend for the financial year ended on 31^st March, 2025.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules,2014and hence there are no unpaid/unclaimed deposits nor there is any default in repayment thereof.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :

During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund (IEPF).

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

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

As required under SEBI (LODR) Regulations 2015 a detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report as ANNEXURE A.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As at March 31, 2025, the Company has 2 subsidiaries namely SAUMESVAR INTERNATIONAL PRIVATE LIMITED and SVAR INDUSTRIES PRIVATE. The Company does not have any Associate or Joint Venture at the end of the year. The statement containing salient features of the financial statement of each subsidiary/joint venture company including contribution of each subsidiary/ joint venture company to the overall performance of the company and in terms of the revenue and profit in the prescribed format AnnexureB, Form AOC1 as per Companies (Accounts) Rules, 2014 is attached to the financial statements of the Company.

Pursuant to clause (c) of subsection (3) and subsection (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule Ill to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 & loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 for the financial year ended March 31, 2025 on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

We believe that by focusing on Corporate Governance, we practice the highest standards of ethical and responsible business culture and thereby enhance the value of all stakeholders. It is a combination of voluntary practices and compliance with laws and regulations in all areas of its operations and in its interactions with the stakeholders. It provides direction and control to the affairs of the Company. Your Company is fully committed to practice sound Corporate Governance and uphold the highest business standards in conducting business. The Company has always worked towards building trust with all its stakeholders based on the principles of good corporate governance. Your Company is guided by a key set of values for all its internal and external interactions. The Company is open, accessible and consistent with its communication. Your

Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT,2013:

All were on an arms length basis, and in the ordinary course of business and are in compliance with Related Party Transactions, those were entered into during the Financial Year under review, the applicable provisions of the Act and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained wherever required for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure C in Form AOC 2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions.

After the period under review, provisions of CSR are applicable to the company pursuant to Section 135 of the Companies Act, 2013. Composition of CSR committee and CSR expenditure is detailed as follows.

Company in its board meeting held on 30/05/2025 has constituted CSR Committee and adopted CSR Policy.

The Corporate Social Responsibility Committee is constituted in compliance with the requirements of Section 135 of the Companies Act, 2013, to undertake the below mentioned tasks:

A. To recommend the policy on Corporate Social Responsibility (CSR) and Implementation of the CSR Projects or program to be undertaken by the company as per the CSR Policy for consideration and approval by the Board of Directors.

B. Recommend the amount of expenditure to be incurred on the corporate social responsibility activities; and

C. Monitor the implementation of the Companys corporate social responsibility policy

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

INTERNAL CONTROL SYSTEM:

Sheetal Universal Limiteds internal control system is designed to ensure operational efficiency, protection, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the design, adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board and necessary corrective actions are taken.

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

The Board of Directors is pleased to affirm its strong confidence in the integrity, expertise, and experience of the independent directors appointed during the year. Each appointee has demonstrated exceptional proficiency in their respective fields, bringing invaluable knowledge and strategic insight to the Board.

The appointment process involved a rigorous selection procedure, ensuring that candidates possessed not only the necessary skills and qualifications but also upheld the highest standards of ethical conduct and corporate governance. The Board believes that the independent directors appointed possess the integrity, objectivity, and independence required to make impartial judgments, safeguard shareholder interests, and effectively challenge management.

The diverse backgrounds and experiences of these directors, encompassing a wide range of industries and disciplines, significantly enhance the overall governance framework of the Company. Their professional expertise, combined with a deep understanding of the industry, ensures that the Board is wellequipped to navigate complex business challenges and drive the Companys longterm success. In will continue to make meaningful contributions to the Companys growth, governance, and conclusion, the Board is confident that the independent directors appointed during the year overall success.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013, Sub rule (4) of Rule 8 of Companies (Account) Rules, 2014 and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Nonexecutive Directors, Executive Directors, Committees and the Chairman of the Board. The performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc.

A separate meeting of the Independent Directors was also held on Monday 31^st March, 2025 during the year for the evaluation of the performance of nonindependent Directors, performance of the Board as a whole and that of the Chairman. The Board expressed their satisfaction with the evaluation process.

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and other significant matters Corporate Governance Report and is on the Companys Website is not applicable to company as of importance. The details of Familiarization Program to be provided in the company is listed on SME platform.

After the end of the Financial Year under review, M/s. V.V. Patel & Co., (FRN: 118124W), Statutory Auditors the statutory auditor of the company, tendered their resignation on August 2, 2025. The resignation was duly accepted by the Board of Directors at their meeting held on August 2, 2025 in compliance with the provisions of Section 140(2) of the Companies Act, 2013, and Rule 8 of the Companies (Audit and Auditors) Rules, 2014.

M/s. Sunit M Chhatbar & Co., (FRN: 141068W) Chartered Accountants, Rajkot has been appointed as Statutory Auditor to fill casual vacancy caused by the resignation of M/s. V.V. Patel & Co., (FRN: 118124W), Statutory Auditors by the board through board meeting held on 06^th August, 2025 to hold office till the conclusion of ensuing Annual General Meeting of the Company to be held for the Financial Year ended 31st March, 2025.

Further, on the recommendations of the Audit Committee, the Board of directors of the Company subject to approval of the shareholders has appointed M/s. Sunit M Chhatbar & Co., (FRN: 141068W) Chartered Accountants, Rajkot of the Company for a term of five years to hold office from the conclusion of 10^th Annual General Meeting till the conclusion of 16^th Annual General Meeting subject to the approval of the members of the Company.

AUDITORS REPORT

In the opinion of the directors, the notes to the accounts in auditors report are selfexplanatory and adequately explained the matters, which are dealt with by the auditors.

No instances of fraud have been reported by the Statutory Auditors of the Company under Section143(12) of the Act.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not applicable to our Company for the financial year 202425.

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors in there meeting held on 30th May, 2024 has appointed M/s. JNCY & ASSOCIATES, as the Internal Auditor of the Company for the Financial Year 202425 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and Internal Auditor.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company had appointed M/s Pitroda Nayan & Co., Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financial Year ended March 31, 2025. The secretarial Report has been annexed as Annexure D to the Directors Report.

The said report contains observation or qualification which is mentioned as below:

HIREN VALLABHBHAI PATEL (CHAIRMAN AND MANAGING DIRECTOR) KAJAL HIREN PATEL (WHOLE TIME DIRECTOR) NISHANT SHAVJIBHAI RAMANI (NONEXECUTIVE DIRECTOR) JAGRUTIBEN GHANSHYAMBHAI VIRANI (INDEPENDENT DIRECTOR)

JAY MANSUKH SHAH (INDEPENDENT DIRECTOR) VISHAL SHAH (INDEPENDENT DIRECTOR)

MADHAV PRABHUDAS RAJPOPAT (CHIEF FINANCIAL OFFICER)

KHUSHBU KALPIT SHAH (COMPANY SECRETARY & COMPLIANCE OFFICER)

A brief resume of the Directors seeking appointment/reappointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting (SS2) forms part of the Notice calling the AGM. None of the Directors are disqualified for appointment/reappointment under Section 164of the Act. None of the Directors are related interse to each other.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Hiren Vallabhbhai Patel, Managing Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended his reappointment.

The Company has received individual declaration from following Independent Director(s) of the Company stating that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1){b) of the SEBI Listing Regulations. The Independent Directors of the Company as on March31, 2025 are as under:

a) Mr. Jay Mansukh Shah b) Mr. Vishal Shah c) Mrs. Jagrutiben Ghanshyambhai Virani

The abovementioned Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors have further confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that he is independent of the management.

CHANGES IN COMPOSITION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There have been no changes in composition of directors and key managerial personnel during the period under review.

MEETINGS OF THE BOARD:

The Board of Directors duly met 7 (seven) times during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director is as follows:

The Board Meetings were held on 30.05.2024, 15.06.2024, 18.07.2024, 07.09.2024, 13.11.2024, 21.01.2025 and 31.03.2025.

The Audit Committee is duly constituted in accordance Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The Company Secretary acts as the Secretary to the committee and the Committee Members are:

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting party transactions, financial and risk management policies, auditors qualifications, compliance process and disclosures, review financial statements, internal audit reports, related with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.

During the year under review four Audit Committee Meeting were held on 30/05/2024, 18/07/2024, 13/11/2024, 21/01/2025 and 15/03/2025.

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the committee and the Committee Members are:

During the year under review two Nomination and Remuneration Committee Meetings were held on 30/08/2024 and 15/02/2025. The Board has in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

The Stakeholders Relationship Committee follows the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:

of shares, nonreceipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends measures for overall improvement in the quality of investor services. The Company follows the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized webbased redress system and online redressal of all the shareholders complaints. The meetings of Stakeholders Relationship Committee were held on 30/08/2024 and 15/02/2025.

During the year under review no grievances were received based on the reports from Bigshare Services Private Limited.

The CSR policy of the Company contains the activities that can be undertaken by the Company for CSR, composition of CSR committee, details of existing charitable trust, annual allocation for CSR activities, areas of CSR projects, criteria for selection of CSR projects, modalities of execution /implementation of CSR activities and the monitoring mechanism of CSR activities/projects. The CSR activities of the Company are aligned with the activities specified in Schedule VII of the Companies Act, 2013.

The Composition of CSR Committee is as follows:

ANTI SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN ATWORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

The Company has in place an AntiSexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. 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.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 of the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) 2015 the Company is not included in the top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year i.e. 202425. Therefore, constitution of Risk Management Committee is not applicable to the Company.

INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met on March 31, 2025 inter? alia,to discuss: i. Evaluation of performance of NonIndependent Directors and the Board of Directors of the Company as a whole.

ii. Evaluation of performance of the Chairman of the Company, taking into view of

Executive and Non Executive Directors.

iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

VIGIL MECHANISM/WHISTLEBLOWER POLICY:

In compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a part of vigil mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy and it provides for adequate safeguards against victimization of persons who use it. The Vigil Mechanism provides appropriate avenues to the Directors and employees to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policies of the Company, as adopted/framed from time to time.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Information as required to be given under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this report as Annexure E

EXTRACT OF ANNUAL RETURN:

In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company in Form MGT7 for the financial year ended March31, 2025 is hosted on the Companys website viz. www.sheetaluniversal.com

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures with respect to the remuneration of Directors and employees as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure F, which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Act and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014

DEMATERIALIZATION:

The Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

LISTING OF SHARES:

The Companys equity shares continue to be listed on The National Stock Exchange Limited (NSE). The Scrip Symbol of the Company is SHEETAL and the ISIN of the Company is INE04VX01019.

UNCLAIMED ANDUNPAID DIVIDENDS:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings and such systems are adequate and operating effectively.

ACCOUNTING STANDARDS:

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. The Financial Statements have been prepared in accordance with IndAS as notified under the Companies (Indian Accounting Standards) Rules, 2015read with Section 133 of the Act. The transition was carried out from IGAAP as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014, to IndAS.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND ANY ONETIME SETTLEMENT:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any onetime settlement with any Bank or Financial Institution during the year under review.

During the year under review, there was no instance of onetime settlement with any Bank/Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks/Financial Institutions is not applicable to the Company.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

APPRECIATIONS AND ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

The Directors wish to take the opportunity to place on record their sincere appreciation and gratitude to the Government of India, various State Governments particularly the States of Maharashtra, Regulatory Authorities, Banks, Financial Institutions, shareholders and concerned Government departments and agencies for their continued support.