Sagardeep Alloys Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors take pleasure in presenting the 18^th Annual Report along with Audited Financial Statements of
your Company for the financial year ended March 31, 2025.

1. Financial highlights

The financial highlights for the year 2024-25 are as under:

Standalone (in lakhs)

Particulars for the year ended	March 31,	March 31,
	2025	2024
Net revenue from Operations (Sales)	10270.85	9173.35
Profit Before Depreciation and Tax	10170.60	9096.19
Less: Depreciation	63.12	60.31
Profit Before Tax	247.69	93.40
Less: Tax Expense	64.08	18.29
Profit After Tax	183.61	75.11
EPS (Basic)	1.08	0.44
EPS (Diluted)	1.08	0.44

Consolidated (in Lakhs)

Particulars for the year ended	March 31, 2025	March 31, 2024
Net revenue from Operations (Sales)	12494.84	9977.74
Profit Before Depreciation and Tax	12402.94	9893.28
Less: Depreciation	64.76	61.95
Profit Before Tax	257.47	95.14
Less: Tax Expense	65.11	18.68
Profit After Tax	192.36	76.46
EPS (Basic)	1.17	0.47
EPS (Diluted)	1.17	0.47

2. State of company affairs:

During the year under review, your Company has achieved a total net sale of '' 10270.85 lakhs and Net
Profit after Tax (NP) of ''183.61 lakhs. There is decrease in sales and profit after tax during the current year
in comparison to that of previous year. However, your directors are optimistic about the performance of the
Company in the coming years.

3. Dividend

Your director feel that it is prudent to plough back the profits of the Company for future growth of the
Company and therefore do not recommend any dividend for the year ended March 31, 2025.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not
apply.

5. Change in the nature of business, if any-

There is no change in the nature of business carried out by the Company in the Year 2024-2025.

6. Authorized capital, Issued Paid up and subscribed capital of the Company

The Authorized share capital of the Company is Rs. 46,25,00,000 /- (Rupees Forty-Six Crores Twenty-Five
Lakhs Only) divided into 4,62,50,000 (Four Crore Sixty-Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/-
(Rupees Ten Only) ''. The Issued, Subscribed and paid-Up Capital of the Company is '' 17,05,74,000
consisting of 1,70,57,400 Equity Shares of Rs 10 each

During the year under review, there was no change in the Authorized Share Capital, Issued,
Subscribed and Paid-up capital of the Company as on date of this report.

However, during the financial year, the Authorized Share Capital of the Company has been increased
from Rs 20,00,00,000 (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares
of Rs.10/- (Rupees Ten Only) each to Rs.46,25,00,000 /- (Rupees Forty-Six Crores Twenty-Five Lakhs
Only) divided into 4,62,50,000 (Four Crore Sixty-Two Lakhs Fifty Thousand) Equity Shares of Rs 10/-
(Rupees Ten Only) each to rank pari-passu with the existing Equity Shares of the Company. in the
general meeting dated 23.11.2024 company has increased the Authorized Share Capital of the Company
from 20,00,00,000 consisting of 2,00,00,000 Equity Shares of '' 10 each to Rs. 46,25,00,000 /- (Rupees Forty-Six
Crores Twenty-Five Lakhs Only) divided into 4,62,50,000 (Four Crore Sixty-Two Lakhs Fifty Thousand) Equity
Shares of Rs. 10/- (Rupees Ten Only).

7. Change of Registered Office

During the year under review, there was no change in address of Registered office of the Company.

8. Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account.
Accordingly, the Company has not transferred any amount to the ‘Reserves’ for the year ended March 31,
2025.

9. Subsidiary, Joint Ventures and Associate Companies

The Company has one wholly owned Indian Material Subsidiary company i.e. Sagardeep Engineers Private
Limited. A statement containing the salient features of financial statement of our subsidiary in the
prescribed format AOC-1 is appended to the financial statements of the Company.

10. Consolidated Financial Statement

The Financial Statement of the Company for the Financial year 2024-25 are prepared in compliance
with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and
Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of
the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the

Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant
documents and Auditors report thereon form part of this Annual Report.

11. Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73
of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during
the period under review. Hence, the requirement for furnishing the details of deposits which are not in
compliance with Chapter V of the Act is not applicable.

12. Particulars of loan, Guarantees or Investment made under Section 186

During the year, the Company has given Corporate guarantee to its wholly owned subsidiary “SAGARDEEP
ENGINEERS PRIVATE LIMITED” in connection with the loan taken by its wholly owned subsidiary under section
186 of the Companies Act, 2013. for details kindly refer Standalone Audit Report, Notes no. 38 of Notes to
Account.

13. Extract of the annual return

Pursuant to Section 92(3) read with section134(3)(a) of the Companies Act, 2013, copies of the Annual
Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules, 2014 are placed on the website of the Company
www.sdalloys.com.

14. Directors& Key Management Personnel

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and
Independent Directors. As on the date of this report, the Board comprises of 6(Six) Directors, out of
which 1 is Executive Director ,2 are non-executive Director that includes woman director and 3
Directors are non-executive non-independent Directors. That includes one Woman Director. The
Chairman of the Board is an executive Director.

The Board of Directors duly met 8 (Eight) times on 28/05/2024, 09/08/2024, 03/09/2024, 19/10/2024,
12/11/2024, 02/01/2025 11/02/2025 and 24/03/2025 during the year. The Composition, category and
attendance of each Director at the Board and Annual General Meeting of each Director in various companies
is as follows:

Name of Director, Designation and Category	No of Board Meetings held during the year	No of Board Meetings attended during the year	Attendance at the AGM
Mr. Satishkumar A Mehta Chairman & Managing Director Promoter	8	5	Yes
Mr. Jayesh Kumar A Mehta$ Whole Time Director Promoter	8	1	Yes
Mr. Hemendra B Patel Non-Executive Director Independent	8	4	Yes
AMrs. Vinita P Maheshwari Non-Executive Director Independent	8	6	Yes

Mr. Manan Gajjar Non-Executive Director Independent	8	5	Yes
Mr. Amit Pachori Non-Executive Director Independent	8	4	Yes
Ms. Shital Jaydeep Barot Non-Executive Director Non-Independent	8	1	Yes
Ms. Sangita Satish Mehta Non-Executive Director Non-Independent	8

# Mrs. Shital Jaydeep Barot appointed as Additional non-executive Non-Independent Director w.e.f.02.01.2025

# Mrs. Shital Jaydeep Barot Ceased as Additional non- executive Non-Independent Director w.e.f.02.04.2025

# Mrs. Sangita Satishkumar Mehta appointed as non-executive Director Non- Independent Director in the Company w.e.f.
16.05.2025

^A Mrs. Vinita Maheshwari ceased to be appointed as independent director of the Company w.e.f. 28.08.2025 due to expiry of her
tenure as independent director

& Mr. Amit Soni appointed as non-executive independent director of the company w.e.f. 15.08.2025
II. INDUCTIONS

The following appointments were made

• During the year, on there commendation of Nomination and Remuneration Committee Ms. Shital
Jaydeep Barot was appointed as Additional Director under Non-Executive Non-Independent
Director category w.e.f. 02 January, 2025.

• Mr. kalusinh Chauhan has been appointed as Chief financial Officer of the company w.e.f.
January 23, 2025.

In the Current year Mrs. Sangita In the Current year Mrs. Sangita Satishkumar Mehta has been
appointed as Director as 16.05.2025 and confirmed as director w.e.f.15.08.2025.Mr. Amit Soni has
been appointed as Independent director in the Company w.e.f. 15.08.2025.

III. REAPPOINTMENT:

During the year on re-commendation of Nomination and Remuneration Committee Mr. Satishkumar Asamal
Mehta has been reappointed as Managing Director of the Company w.e.f. 30.12.2024. other than that, there
were no re-appointment of any Director / KMP During the year.

IV. CESSATIONS:

During the year, the following directors/ key managerial personnel resigned from their office:

• Mr. Jayesh A Mehta resigned from the office of Whole Time Director of the company effective from
03/09/2024.

• Mr. Deepak Sevak resigned from the office of Chief Financial Officer of the company effective from
25/10/2024

• Mr. Kalusinh Chauhan resigned from the office of Chief Financial Officer of the Company w.e.f. 23/02/2025

In the Current year Mrs. Shital Jaydeep Barot has been resigned from the office of non-executive director
effective from 02/04/2025.

Mrs. Vinita Maheshwari ceased to be appointed as independent director of the Company w.e.f.
28.08.2025 due to expiry of her tenure as independent director

V. RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association,
Mr. Hemendrabhai Bhailal Patel (DIN: 01827562) retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. The Board recommends his re¬
appointment. Necessary resolution for his re-appointment is placed before the shareholder for
approval.

VI. FAMILIARIZATIONS PROGRAMME OF INDEPENDENT DIRECTORS

Pursuant to the requirements of the Listing Regulations, all the Independent Directors are familiarised
with the operations and functioning of the Company at the time of their appointment and further the
Company has put in place framework for a structured induction and familiarisation programmes for all
its Directors, including the Independent Directors on an ongoing basis to familiarise them with the
business and operations of the Company, new initiatives, regulatory updates, nature of the industry in
which the Company operates, their roles, rights, duties and responsibilities vis-a-vis the Company, etc

The Independent Directors have been updated with their roles, rights and responsibilities in the
Company by specifying them in their appointment letter along with necessary documents, reports and
internal policies to enable them to familiarize with the Company’s procedures and practices. The
Independent Directors regularly visit at factory and management update the IDs relating to the
manufacturing process at factory. The Company endeavors, through presentations at regular intervals,
to familiarize the Independent Directors with the strategy, operations and functioning of the Company
and also with changes in the regulatory environment having a significant impact on the operations of
the Company and the industry as a whole The Independent Directors also meet with senior
management team of the Company in informal gatherings.

VII. Profile of Directors seeking appointment/ Reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and
seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening
18^th Annual General Meeting.

VIII. Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr. Satishkumar A. Mehta, Chairman & Managing Director

b) Mr. Jayeshkumar A. Mehta, Whole Time Director (upto 03.09.2024)

c) Deepak Sevak, Chief Financial Officer (upto 25.10.2024)

d) Mr. Kalusinh Chauhan has been appointed as “Chief Financial Officer” (CFO) effective date
from 23.01.2025 and resigned from the office of “Chief Financial Officer” (CFO) w.e.f.
23.02.2025.

e) Ms. Anuja Jain, Company Secretary & Compliance Officer.

f) Mr. Shashwat Shah has been appointed as, Chief Financial Officer (“CFO”) w.e.f. 04.04.2025.

IX. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that the
meet the criteria of independence as prescribed under the Section 149(6) of the Companies
Act, 2013 read with the rules made there under and in the opinion of the Board, the
Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as
specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout
the meeting.

15. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and
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 Members of the Committee are: -

Name Category & Position	Number of meetings held	Number of meetings attended
Mr. Manan Gajjar Non-Executive Independent Director Chairman	6	6
*Mrs. Vinita Maheshwari Non-Executive Independent Director Member	6	6
Mr. Satishkumar Asamal Mehta Executive Director Member	6	6
**Mr. Amit Soni Non-Executive Independent Director Member

*Mrs. Vinita Maheshwari has ceased to be appointed as non-executive independent Director due to expiry of her
tenure w.e.f. 28.08.2025.

**Mr. Amit Soni has been appointed as member of the committee w.e.f. 28.08.2025.

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 process and
disclosures, review financial statements, internal audit reports, related party transactions, financial and
risk management policies, auditors’ qualifications, compliance 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.

Six (6) Audit Committee meetings were held during the year 2024-25 at the Registered Office of the Company
on 28/05/2024, 09/08/2024 ,03/09/2024,19/10/2024, 12/11/2024, 11/02/2025.

16. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015
and 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. the Committee Members are:

Name Category & Position	Number of meetings Held	Number of meetings Attended
Mr. Manan Gajjar Non-Executive Independent Director Chairman	7	7
*Mrs. Vinita Maheshwari Non-Executive Independent Director Member	7	7
Mr. Hemendra B Patel Non-Executive Non-Independent Director Member	7	7
**Mr. Amit Soni Non-Executive Independent Director Member

*Mrs. Vinita Maheshwari has ceased to be appointed as non-executive independent Director due to expiry of her
tenure w.e.f 28.08.2025.

**Mr. Amit Soni has been appointed as member of the committee w.e.f 28.08.2025
The Board has in accordance with the provisions of sub-section

(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 said policy is available on the website of the
Company (www.sdalloys.com).

Seven (7) meetings were held during the year 2024-25 on 28/05/2024, 09/08/2024,03/09/2024,12/11/2024,
02/01/2025, 11/02/2025 and 24/03/2025.

17. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in compliance with 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:

Name Category & Position	Number of meetings held	Number meetings attended	of
*Mrs. Vinita P Maheshwari Non¬ Executive Independent Director Chairman	3	3
Mr. Hemendrabhai Patel Non-Executive Non-Independent Director Member	3	3
Mr. Satishkumar A Mehta Managing Director Member	3	3
**Mr. Amit Soni Non-Executive Independent Director Member

*Mrs. Vinita Maheshwari has ceased to be appointed as non-executive independent Director due to expiry of her
tenure w.e.f. 28.08.2025.

**Mr. Amit Soni has been appointed as Chairman of the committee w.e.f. 02.09.2025

The Stakeholders Relationship Committee looks into shareholders’ complaints related to transfer of
shares, non-receipts 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 is in compliance with
the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based
redress system and online redressal of all the shareholders complaints.

Three (3) meeting was held during the year 2024-25 at the Registered Office of the Company on
28/05/2024,03/09/2024 and 11/02/2025.

18. Compliance Officer

As on date of this report, the Compliance officer of the Company is Ms. Anuja Jain who is also designated as
Company Secretary of the Company.

19. Statement on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors,
Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further,
the Board also regularly in their meetings held for various purposes evaluates the performance of all the
Directors, committees and the Board as a whole. The Board considers the recommendation made by
Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to
discharge its duties more effectively. Each Board member’s contribution, their participation was
evaluated and the domain knowledge they bring. They also evaluated the manner in which the
information flows between the Board and the Management and the manner in which the board papers and
other documents are prepared and furnished. The Independent Directors at their separate meeting held on
24/03/2025 reviewed the performance of: Non-Independent Directors and the Board as a whole,
Chairman of the Company after taking into account the views of Executive Directors and Non-Executive
Directors. The directors also discussed the quality, quantity and timeliness of flow of information between
the Company management and the Board that is necessary for the Board to effectively and reasonably
perform the duties.

The details of evaluation process of the Board, its committees and of individual Directors, including
Independent Directors have been provided under the Corporate Governance Report which forms part of
this Report.

20. Declaration regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors appointed during the
year

The board hereby states that the independent directors appointed during the year possess requisite
expertise and experience (including the proficiency) in terms of section 150 of the Act. The
Independent Directors appointed during the year have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

21. Material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial statements
relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company and the date or report.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company''s operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concerns status and Company’s operations in future.

23. Auditors

1. Statutory Auditors

Your Company at it’s at the 14^thAnnual General Meeting appointed M/s. Piyush J Shah & Co.,
Chartered Accountants as Statutory Auditors of the Company for a period of 5 consecutive years i.e.,
from the Fourteenth Annual General Meeting till Nineteenth Annual General Meeting at a remuneration as
may be fixed by the Board of Directors and Audit Committee in consultation with the Auditors thereof.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of
Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual
General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Piyush J Shah & Co.,
Chartered Accountants, the Statutory Auditors of the Company, in their report.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its
Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,2013, details of
which needs to be mentioned in this Report.

2. Secretarial Auditor

M/s. Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial
Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the
Companies Act, 2013. M/s. Khandelwal Devesh & Associates, Company Secretaries has been resigned from the

office of Secretarial Auditor effective from 03.04.2025. In the Board meeting held on 16.05.2025 have
appointed M/s Vishwas Sharma & Associates, Practicing Company Secretaries has been appointed as secretarial
Auditor of the Company. The secretarial audit of the Company has been conducted on a concurrent basis in
respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Vishwas Sharma
& Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked
as Annexure-II.

The said report contains observation or qualification as mentioned in the attached report.

Annual Secretarial Compliance Report

During the period under review, the Company has complied with the applicable Secretarial Standards notified
by the Institute of Company Secretaries of India. The Company has also undertaken an audit for the FY
2024-25 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable
compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued
thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges on
May 29, 2025 which is within 60 days of the end of the financial year ended March 31, 2025. The said report is
annexed as Annexure-III.

Secretarial Audit of Material Unlisted Indian Subsidiary

Further as per the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, M/s. Vishwas Sharma & Associates,
Company Secretaries, had undertaken secretarial audit of the Company’s material subsidiary i.e.,
Sagardeep Engineers Private Limited for the FY 2025-26. The Audit Report confirms that the material
subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that
there were no deviations or non-compliances.

The Board, at its meeting held on 24 May, 2023, has re- appointed M/s. Khandelwal Devesh &Associates,
Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2024¬
25.

Further, M/s. Khandelwal Devesh & Associates, Company Secretaries has been resigned from the office of
Secretarial Auditor effective from 03.04.2025. In the Board meeting held on 16.05.2025 have appointed
M/s Vishwas Sharma & Associates, Practicing Company Secretaries have been appointed as secretarial
Auditor of the Company. The said report is annexed as Annexure-IV.

3. Cost Auditor

The provision of the section 148 of the Companies’ act, 2013 read with Rules 14 of the Companies
(Audit & Auditors) rules, 2014 is not applicable to the company.

4. Internal Auditor

M/s Amit Uttamchandani & Associates, Chartered Accountant have been appointed as an Internal
Auditor of the Company.

24 Personnel

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as
Annexure-V. No employee of the Company was in receipt of the remuneration exceeding the limits
prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

25. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

1. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilising alternate sources of energy: None

iii. the capital investment on energy conservation equipment: Nil

2. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption:

None

ii. the benefits derived like product improvement, cost reduction, product development or
import substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of
the financial year)-

a) the details of technology imported: None

b) the year of import: N.A.

c) whether the technology been fully absorbed:

N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

e) the expenditure incurred on Research and Development: Nil

3. Foreign exchange Earnings & Outgo

• Foreign Exchange Earning: NIL

• Foreign Exchange Outgo: NIL

27. Particulars of contracts or arrangements with related parties:

The Company has no material significant transactions with its related parties which may have
potential conflict with the interest of the Company at large. All the related party transactions has
been reviewed and approved by the Audit Committee & Board of Directors of the Company. Your Company
has entered into any transactions with related parties which could be considered material in terms of
Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, is applicable and disclosure is given under Annexure-VI. The Policy on Related
Party Transactions is available on your Company’s website.

28. Management''s Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 (2) (e) of the Listing Regulations is given as Annexure- "VII" to this report.

29. Statement regarding the developmentand implementation of Risk

Management Policy

The risk management process is followed by the company to ensure timely identification,
categorization and prioritization of operational, financial and strategic business risks. Teams are
authorized for managing such risks and updating it to the senior management. The Board and Audit
Committee review on regular basis the risk assessment in the company.

30. Prevention of Sexual Harassment at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The
Company has also complied with the provisions related to constitution of Internal Complaints
Committee (ICC) under the said Act to redress complaints received regarding sexual harassment.
The Company received no complaints pertaining to sexual harassment during FY 2024-25.

31. Vigil Mechanism / Whistle Blower Policy

The Company believes in the conduct of its affairs in a fair and transparent manner to foster
professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has
adopted a Whistle Blower Policy as a part of vigil mechanism.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the
Company’s value system and business functions and represents cherished values of the Company.

32. Adequacy of Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls
(‘IFC’) within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31,
2025, the Board is of the opinion that the Company has sound IFC commensurate with the nature and
size of its business operations and operating effectively and no material weaknesses exist. The
Company has a process in place to continuously monitor the same and identify gaps, if any, and
implement new and / or improved controls wherever the effect of such gaps would have a material
effect on the Company’s operations.

During the year, no reportable material weakness was observed.

33. Directors'' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts for the financial year ended March 31,2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures.

(b) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 under review.

(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.

(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 have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

34. Listing

The equity shares of the Company are listed on NSE and the Company has paid the annual listing fees
for the year 2024-25.

35. Corporate Governance.

Your Company has complied with the requirements of the Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance.
A report on the Company’s Corporate Governance practices and the Auditors’ Certificate on
compliance of mandatory requirements thereof are attached as Annexure ''VIII.

36. Other Disclosures / Reporting

The Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save
and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies
Act, 2013).

37. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016)

During the year no application has been made or no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).

38. Code For Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated
persons and their immediate relatives (“Code”) as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays
down the procedures to be followed by designated persons while trading/ dealing in the Company’s
shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Company’s
obligation to maintain a structured digital database (“SDD”), mechanism for prevention of insider trading and
handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the
prevention of insider trading in the organization and to help the Designated Persons to identify and fulfill
their obligations, regular trainings have been imparted to all designated persons by the Company.

39. 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.

There is no such onetime settlement during the period under review.

40. Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board Meetings and General Meetings.

41. Acknowledgement:

The Directors place on record their sincere thanks to the Bankers, business associates, consultants, customers, and
employees for their continued support extended to your Companies activities during the year under review. Your
directors also acknowledge gratefully the shareholders for their support and confidence reposed on your
Company.

For and on behalf of board of directors

Sd/-

Satishkumar A. Mehta

Date: 02.09.2025 Chairman & Managing Director

Place: Santej (Kalol) (DIN: 01958984)

---

Mar 31, 2025

Your directors take pleasure in presenting the 18^th Annual Report along with Audited Financial Statements of
your Company for the financial year ended March 31, 2025.

1. Financial highlights

The financial highlights for the year 2024-25 are as under:

Standalone (in lakhs)

Particulars for the year ended	March 31,	March 31,
	2025	2024
Net revenue from Operations (Sales)	10270.85	9173.35
Profit Before Depreciation and Tax	10170.60	9096.19
Less: Depreciation	63.12	60.31
Profit Before Tax	247.69	93.40
Less: Tax Expense	64.08	18.29
Profit After Tax	183.61	75.11
EPS (Basic)	1.08	0.44
EPS (Diluted)	1.08	0.44

Consolidated (in Lakhs)

Particulars for the year ended	March 31, 2025	March 31, 2024
Net revenue from Operations (Sales)	12494.84	9977.74
Profit Before Depreciation and Tax	12402.94	9893.28
Less: Depreciation	64.76	61.95
Profit Before Tax	257.47	95.14
Less: Tax Expense	65.11	18.68
Profit After Tax	192.36	76.46
EPS (Basic)	1.17	0.47
EPS (Diluted)	1.17	0.47

2. State of company affairs:

During the year under review, your Company has achieved a total net sale of '' 10270.85 lakhs and Net
Profit after Tax (NP) of ''183.61 lakhs. There is decrease in sales and profit after tax during the current year
in comparison to that of previous year. However, your directors are optimistic about the performance of the
Company in the coming years.

3. Dividend

Your director feel that it is prudent to plough back the profits of the Company for future growth of the
Company and therefore do not recommend any dividend for the year ended March 31, 2025.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not
apply.

5. Change in the nature of business, if any-

There is no change in the nature of business carried out by the Company in the Year 2024-2025.

6. Authorized capital, Issued Paid up and subscribed capital of the Company

The Authorized share capital of the Company is Rs. 46,25,00,000 /- (Rupees Forty-Six Crores Twenty-Five
Lakhs Only) divided into 4,62,50,000 (Four Crore Sixty-Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/-
(Rupees Ten Only) ''. The Issued, Subscribed and paid-Up Capital of the Company is '' 17,05,74,000
consisting of 1,70,57,400 Equity Shares of Rs 10 each

During the year under review, there was no change in the Authorized Share Capital, Issued,
Subscribed and Paid-up capital of the Company as on date of this report.

However, during the financial year, the Authorized Share Capital of the Company has been increased
from Rs 20,00,00,000 (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares
of Rs.10/- (Rupees Ten Only) each to Rs.46,25,00,000 /- (Rupees Forty-Six Crores Twenty-Five Lakhs
Only) divided into 4,62,50,000 (Four Crore Sixty-Two Lakhs Fifty Thousand) Equity Shares of Rs 10/-
(Rupees Ten Only) each to rank pari-passu with the existing Equity Shares of the Company. in the
general meeting dated 23.11.2024 company has increased the Authorized Share Capital of the Company
from 20,00,00,000 consisting of 2,00,00,000 Equity Shares of '' 10 each to Rs. 46,25,00,000 /- (Rupees Forty-Six
Crores Twenty-Five Lakhs Only) divided into 4,62,50,000 (Four Crore Sixty-Two Lakhs Fifty Thousand) Equity
Shares of Rs. 10/- (Rupees Ten Only).

7. Change of Registered Office

During the year under review, there was no change in address of Registered office of the Company.

8. Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account.
Accordingly, the Company has not transferred any amount to the ‘Reserves’ for the year ended March 31,
2025.

9. Subsidiary, Joint Ventures and Associate Companies

The Company has one wholly owned Indian Material Subsidiary company i.e. Sagardeep Engineers Private
Limited. A statement containing the salient features of financial statement of our subsidiary in the
prescribed format AOC-1 is appended to the financial statements of the Company.

10. Consolidated Financial Statement

The Financial Statement of the Company for the Financial year 2024-25 are prepared in compliance
with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and
Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of
the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the

Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant
documents and Auditors report thereon form part of this Annual Report.

11. Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73
of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during
the period under review. Hence, the requirement for furnishing the details of deposits which are not in
compliance with Chapter V of the Act is not applicable.

12. Particulars of loan, Guarantees or Investment made under Section 186

During the year, the Company has given Corporate guarantee to its wholly owned subsidiary “SAGARDEEP
ENGINEERS PRIVATE LIMITED” in connection with the loan taken by its wholly owned subsidiary under section
186 of the Companies Act, 2013. for details kindly refer Standalone Audit Report, Notes no. 38 of Notes to
Account.

13. Extract of the annual return

Pursuant to Section 92(3) read with section134(3)(a) of the Companies Act, 2013, copies of the Annual
Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules, 2014 are placed on the website of the Company
www.sdalloys.com.

14. Directors& Key Management Personnel

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and
Independent Directors. As on the date of this report, the Board comprises of 6(Six) Directors, out of
which 1 is Executive Director ,2 are non-executive Director that includes woman director and 3
Directors are non-executive non-independent Directors. That includes one Woman Director. The
Chairman of the Board is an executive Director.

The Board of Directors duly met 8 (Eight) times on 28/05/2024, 09/08/2024, 03/09/2024, 19/10/2024,
12/11/2024, 02/01/2025 11/02/2025 and 24/03/2025 during the year. The Composition, category and
attendance of each Director at the Board and Annual General Meeting of each Director in various companies
is as follows:

Name of Director, Designation and Category	No of Board Meetings held during the year	No of Board Meetings attended during the year	Attendance at the AGM
Mr. Satishkumar A Mehta Chairman & Managing Director Promoter	8	5	Yes
Mr. Jayesh Kumar A Mehta$ Whole Time Director Promoter	8	1	Yes
Mr. Hemendra B Patel Non-Executive Director Independent	8	4	Yes
AMrs. Vinita P Maheshwari Non-Executive Director Independent	8	6	Yes

Mr. Manan Gajjar Non-Executive Director Independent	8	5	Yes
Mr. Amit Pachori Non-Executive Director Independent	8	4	Yes
Ms. Shital Jaydeep Barot Non-Executive Director Non-Independent	8	1	Yes
Ms. Sangita Satish Mehta Non-Executive Director Non-Independent	8

# Mrs. Shital Jaydeep Barot appointed as Additional non-executive Non-Independent Director w.e.f.02.01.2025

# Mrs. Shital Jaydeep Barot Ceased as Additional non- executive Non-Independent Director w.e.f.02.04.2025

# Mrs. Sangita Satishkumar Mehta appointed as non-executive Director Non- Independent Director in the Company w.e.f.
16.05.2025

^A Mrs. Vinita Maheshwari ceased to be appointed as independent director of the Company w.e.f. 28.08.2025 due to expiry of her
tenure as independent director

& Mr. Amit Soni appointed as non-executive independent director of the company w.e.f. 15.08.2025
II. INDUCTIONS

The following appointments were made

• During the year, on there commendation of Nomination and Remuneration Committee Ms. Shital
Jaydeep Barot was appointed as Additional Director under Non-Executive Non-Independent
Director category w.e.f. 02 January, 2025.

• Mr. kalusinh Chauhan has been appointed as Chief financial Officer of the company w.e.f.
January 23, 2025.

In the Current year Mrs. Sangita In the Current year Mrs. Sangita Satishkumar Mehta has been
appointed as Director as 16.05.2025 and confirmed as director w.e.f.15.08.2025.Mr. Amit Soni has
been appointed as Independent director in the Company w.e.f. 15.08.2025.

III. REAPPOINTMENT:

During the year on re-commendation of Nomination and Remuneration Committee Mr. Satishkumar Asamal
Mehta has been reappointed as Managing Director of the Company w.e.f. 30.12.2024. other than that, there
were no re-appointment of any Director / KMP During the year.

IV. CESSATIONS:

During the year, the following directors/ key managerial personnel resigned from their office:

• Mr. Jayesh A Mehta resigned from the office of Whole Time Director of the company effective from
03/09/2024.

• Mr. Deepak Sevak resigned from the office of Chief Financial Officer of the company effective from
25/10/2024

• Mr. Kalusinh Chauhan resigned from the office of Chief Financial Officer of the Company w.e.f. 23/02/2025

In the Current year Mrs. Shital Jaydeep Barot has been resigned from the office of non-executive director
effective from 02/04/2025.

Mrs. Vinita Maheshwari ceased to be appointed as independent director of the Company w.e.f.
28.08.2025 due to expiry of her tenure as independent director

V. RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association,
Mr. Hemendrabhai Bhailal Patel (DIN: 01827562) retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. The Board recommends his re¬
appointment. Necessary resolution for his re-appointment is placed before the shareholder for
approval.

VI. FAMILIARIZATIONS PROGRAMME OF INDEPENDENT DIRECTORS

Pursuant to the requirements of the Listing Regulations, all the Independent Directors are familiarised
with the operations and functioning of the Company at the time of their appointment and further the
Company has put in place framework for a structured induction and familiarisation programmes for all
its Directors, including the Independent Directors on an ongoing basis to familiarise them with the
business and operations of the Company, new initiatives, regulatory updates, nature of the industry in
which the Company operates, their roles, rights, duties and responsibilities vis-a-vis the Company, etc

The Independent Directors have been updated with their roles, rights and responsibilities in the
Company by specifying them in their appointment letter along with necessary documents, reports and
internal policies to enable them to familiarize with the Company’s procedures and practices. The
Independent Directors regularly visit at factory and management update the IDs relating to the
manufacturing process at factory. The Company endeavors, through presentations at regular intervals,
to familiarize the Independent Directors with the strategy, operations and functioning of the Company
and also with changes in the regulatory environment having a significant impact on the operations of
the Company and the industry as a whole The Independent Directors also meet with senior
management team of the Company in informal gatherings.

VII. Profile of Directors seeking appointment/ Reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and
seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening
18^th Annual General Meeting.

VIII. Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr. Satishkumar A. Mehta, Chairman & Managing Director

b) Mr. Jayeshkumar A. Mehta, Whole Time Director (upto 03.09.2024)

c) Deepak Sevak, Chief Financial Officer (upto 25.10.2024)

d) Mr. Kalusinh Chauhan has been appointed as “Chief Financial Officer” (CFO) effective date
from 23.01.2025 and resigned from the office of “Chief Financial Officer” (CFO) w.e.f.
23.02.2025.

e) Ms. Anuja Jain, Company Secretary & Compliance Officer.

f) Mr. Shashwat Shah has been appointed as, Chief Financial Officer (“CFO”) w.e.f. 04.04.2025.

IX. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that the
meet the criteria of independence as prescribed under the Section 149(6) of the Companies
Act, 2013 read with the rules made there under and in the opinion of the Board, the
Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as
specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout
the meeting.

15. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and
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 Members of the Committee are: -

Name Category & Position	Number of meetings held	Number of meetings attended
Mr. Manan Gajjar Non-Executive Independent Director Chairman	6	6
*Mrs. Vinita Maheshwari Non-Executive Independent Director Member	6	6
Mr. Satishkumar Asamal Mehta Executive Director Member	6	6
**Mr. Amit Soni Non-Executive Independent Director Member

*Mrs. Vinita Maheshwari has ceased to be appointed as non-executive independent Director due to expiry of her
tenure w.e.f. 28.08.2025.

**Mr. Amit Soni has been appointed as member of the committee w.e.f. 28.08.2025.

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 process and
disclosures, review financial statements, internal audit reports, related party transactions, financial and
risk management policies, auditors’ qualifications, compliance 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.

Six (6) Audit Committee meetings were held during the year 2024-25 at the Registered Office of the Company
on 28/05/2024, 09/08/2024 ,03/09/2024,19/10/2024, 12/11/2024, 11/02/2025.

16. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015
and 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. the Committee Members are:

Name Category & Position	Number of meetings Held	Number of meetings Attended
Mr. Manan Gajjar Non-Executive Independent Director Chairman	7	7
*Mrs. Vinita Maheshwari Non-Executive Independent Director Member	7	7
Mr. Hemendra B Patel Non-Executive Non-Independent Director Member	7	7
**Mr. Amit Soni Non-Executive Independent Director Member

*Mrs. Vinita Maheshwari has ceased to be appointed as non-executive independent Director due to expiry of her
tenure w.e.f 28.08.2025.

**Mr. Amit Soni has been appointed as member of the committee w.e.f 28.08.2025
The Board has in accordance with the provisions of sub-section

(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 said policy is available on the website of the
Company (www.sdalloys.com).

Seven (7) meetings were held during the year 2024-25 on 28/05/2024, 09/08/2024,03/09/2024,12/11/2024,
02/01/2025, 11/02/2025 and 24/03/2025.

17. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in compliance with 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:

Name Category & Position	Number of meetings held	Number meetings attended	of
*Mrs. Vinita P Maheshwari Non¬ Executive Independent Director Chairman	3	3
Mr. Hemendrabhai Patel Non-Executive Non-Independent Director Member	3	3
Mr. Satishkumar A Mehta Managing Director Member	3	3
**Mr. Amit Soni Non-Executive Independent Director Member

*Mrs. Vinita Maheshwari has ceased to be appointed as non-executive independent Director due to expiry of her
tenure w.e.f. 28.08.2025.

**Mr. Amit Soni has been appointed as Chairman of the committee w.e.f. 02.09.2025

The Stakeholders Relationship Committee looks into shareholders’ complaints related to transfer of
shares, non-receipts 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 is in compliance with
the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based
redress system and online redressal of all the shareholders complaints.

Three (3) meeting was held during the year 2024-25 at the Registered Office of the Company on
28/05/2024,03/09/2024 and 11/02/2025.

18. Compliance Officer

As on date of this report, the Compliance officer of the Company is Ms. Anuja Jain who is also designated as
Company Secretary of the Company.

19. Statement on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors,
Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further,
the Board also regularly in their meetings held for various purposes evaluates the performance of all the
Directors, committees and the Board as a whole. The Board considers the recommendation made by
Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to
discharge its duties more effectively. Each Board member’s contribution, their participation was
evaluated and the domain knowledge they bring. They also evaluated the manner in which the
information flows between the Board and the Management and the manner in which the board papers and
other documents are prepared and furnished. The Independent Directors at their separate meeting held on
24/03/2025 reviewed the performance of: Non-Independent Directors and the Board as a whole,
Chairman of the Company after taking into account the views of Executive Directors and Non-Executive
Directors. The directors also discussed the quality, quantity and timeliness of flow of information between
the Company management and the Board that is necessary for the Board to effectively and reasonably
perform the duties.

The details of evaluation process of the Board, its committees and of individual Directors, including
Independent Directors have been provided under the Corporate Governance Report which forms part of
this Report.

20. Declaration regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors appointed during the
year

The board hereby states that the independent directors appointed during the year possess requisite
expertise and experience (including the proficiency) in terms of section 150 of the Act. The
Independent Directors appointed during the year have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

21. Material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial statements
relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company and the date or report.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company''s operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concerns status and Company’s operations in future.

23. Auditors

1. Statutory Auditors

Your Company at it’s at the 14^thAnnual General Meeting appointed M/s. Piyush J Shah & Co.,
Chartered Accountants as Statutory Auditors of the Company for a period of 5 consecutive years i.e.,
from the Fourteenth Annual General Meeting till Nineteenth Annual General Meeting at a remuneration as
may be fixed by the Board of Directors and Audit Committee in consultation with the Auditors thereof.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of
Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual
General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Piyush J Shah & Co.,
Chartered Accountants, the Statutory Auditors of the Company, in their report.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its
Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,2013, details of
which needs to be mentioned in this Report.

2. Secretarial Auditor

M/s. Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial
Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the
Companies Act, 2013. M/s. Khandelwal Devesh & Associates, Company Secretaries has been resigned from the

office of Secretarial Auditor effective from 03.04.2025. In the Board meeting held on 16.05.2025 have
appointed M/s Vishwas Sharma & Associates, Practicing Company Secretaries has been appointed as secretarial
Auditor of the Company. The secretarial audit of the Company has been conducted on a concurrent basis in
respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Vishwas Sharma
& Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked
as Annexure-II.

The said report contains observation or qualification as mentioned in the attached report.

Annual Secretarial Compliance Report

During the period under review, the Company has complied with the applicable Secretarial Standards notified
by the Institute of Company Secretaries of India. The Company has also undertaken an audit for the FY
2024-25 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable
compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued
thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges on
May 29, 2025 which is within 60 days of the end of the financial year ended March 31, 2025. The said report is
annexed as Annexure-III.

Secretarial Audit of Material Unlisted Indian Subsidiary

Further as per the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, M/s. Vishwas Sharma & Associates,
Company Secretaries, had undertaken secretarial audit of the Company’s material subsidiary i.e.,
Sagardeep Engineers Private Limited for the FY 2025-26. The Audit Report confirms that the material
subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that
there were no deviations or non-compliances.

The Board, at its meeting held on 24 May, 2023, has re- appointed M/s. Khandelwal Devesh &Associates,
Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2024¬
25.

Further, M/s. Khandelwal Devesh & Associates, Company Secretaries has been resigned from the office of
Secretarial Auditor effective from 03.04.2025. In the Board meeting held on 16.05.2025 have appointed
M/s Vishwas Sharma & Associates, Practicing Company Secretaries have been appointed as secretarial
Auditor of the Company. The said report is annexed as Annexure-IV.

3. Cost Auditor

The provision of the section 148 of the Companies’ act, 2013 read with Rules 14 of the Companies
(Audit & Auditors) rules, 2014 is not applicable to the company.

4. Internal Auditor

M/s Amit Uttamchandani & Associates, Chartered Accountant have been appointed as an Internal
Auditor of the Company.

24 Personnel

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as
Annexure-V. No employee of the Company was in receipt of the remuneration exceeding the limits
prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

25. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

1. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilising alternate sources of energy: None

iii. the capital investment on energy conservation equipment: Nil

2. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption:

None

ii. the benefits derived like product improvement, cost reduction, product development or
import substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of
the financial year)-

a) the details of technology imported: None

b) the year of import: N.A.

c) whether the technology been fully absorbed:

N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

e) the expenditure incurred on Research and Development: Nil

3. Foreign exchange Earnings & Outgo

• Foreign Exchange Earning: NIL

• Foreign Exchange Outgo: NIL

27. Particulars of contracts or arrangements with related parties:

The Company has no material significant transactions with its related parties which may have
potential conflict with the interest of the Company at large. All the related party transactions has
been reviewed and approved by the Audit Committee & Board of Directors of the Company. Your Company
has entered into any transactions with related parties which could be considered material in terms of
Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, is applicable and disclosure is given under Annexure-VI. The Policy on Related
Party Transactions is available on your Company’s website.

28. Management''s Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 (2) (e) of the Listing Regulations is given as Annexure- "VII" to this report.

29. Statement regarding the developmentand implementation of Risk

Management Policy

The risk management process is followed by the company to ensure timely identification,
categorization and prioritization of operational, financial and strategic business risks. Teams are
authorized for managing such risks and updating it to the senior management. The Board and Audit
Committee review on regular basis the risk assessment in the company.

30. Prevention of Sexual Harassment at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The
Company has also complied with the provisions related to constitution of Internal Complaints
Committee (ICC) under the said Act to redress complaints received regarding sexual harassment.
The Company received no complaints pertaining to sexual harassment during FY 2024-25.

31. Vigil Mechanism / Whistle Blower Policy

The Company believes in the conduct of its affairs in a fair and transparent manner to foster
professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has
adopted a Whistle Blower Policy as a part of vigil mechanism.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the
Company’s value system and business functions and represents cherished values of the Company.

32. Adequacy of Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls
(‘IFC’) within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31,
2025, the Board is of the opinion that the Company has sound IFC commensurate with the nature and
size of its business operations and operating effectively and no material weaknesses exist. The
Company has a process in place to continuously monitor the same and identify gaps, if any, and
implement new and / or improved controls wherever the effect of such gaps would have a material
effect on the Company’s operations.

During the year, no reportable material weakness was observed.

33. Directors'' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts for the financial year ended March 31,2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures.

(b) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 under review.

(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.

(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 have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

34. Listing

The equity shares of the Company are listed on NSE and the Company has paid the annual listing fees
for the year 2024-25.

35. Corporate Governance.

Your Company has complied with the requirements of the Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance.
A report on the Company’s Corporate Governance practices and the Auditors’ Certificate on
compliance of mandatory requirements thereof are attached as Annexure ''VIII.

36. Other Disclosures / Reporting

The Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save
and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies
Act, 2013).

37. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016)

During the year no application has been made or no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).

38. Code For Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated
persons and their immediate relatives (“Code”) as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays
down the procedures to be followed by designated persons while trading/ dealing in the Company’s
shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Company’s
obligation to maintain a structured digital database (“SDD”), mechanism for prevention of insider trading and
handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the
prevention of insider trading in the organization and to help the Designated Persons to identify and fulfill
their obligations, regular trainings have been imparted to all designated persons by the Company.

39. 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.

There is no such onetime settlement during the period under review.

40. Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board Meetings and General Meetings.

41. Acknowledgement:

The Directors place on record their sincere thanks to the Bankers, business associates, consultants, customers, and
employees for their continued support extended to your Companies activities during the year under review. Your
directors also acknowledge gratefully the shareholders for their support and confidence reposed on your
Company.

For and on behalf of board of directors

Sd/-

Satishkumar A. Mehta

Date: 02.09.2025 Chairman & Managing Director

Place: Santej (Kalol) (DIN: 01958984)

---

Mar 31, 2024

Your Directors take pleasure in presenting the 17^th Annual Report along with Audited Financial Statements of your Company for the financial year ended 31^st March, 2024.

1. Financial highlights

The financial highlights for the year 2023-24 are as under:

Standalone (in lakhs)
Particulars for the year ended	March 31, 2024	March 31, 2023
Net revenue from Operations (Sales)	9173.35	8707.84
Profit Before Depreciation and Tax	153.71	146.37
Less: Depreciation	60.31	71.51
Profit Before Tax	93.40	74.86
Less: Tax Expense	18.29	21.30
Profit After Tax	75.11	53.56
EPS (Basic)	0.44	0.31
EPS (Diluted)	0.44	0.31
Consolidated (in Lakhs)
Particulars for the year ended	March 31, 2024	March 31, 2023
Net revenue from Operations (Sales)	9977.74	8707.84
Profit Before Depreciation and Tax	161.1	150.46
Less: Depreciation	65.95	73.14
Profit Before Tax	95.15	77.32
Less: Tax Expense	18.68	22.33
Profit After Tax	76.46	54.99
EPS (Basic)	0.47	0.32
EPS (Diluted)	0.47	0.32

2. State of company affairs:

During the year under review, your Company has achieved a total net sale of '' 9173.35 lakhs and Net Profit after Tax (NP) of '' 75.11 lakhs. There is decrease in sales and profit after tax during the current year in comparison to that of previous year. However, your directors are optimistic about the performance of the Company in the coming years.

3. Dividend

Your director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31^st, 2024.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

5. Change in the nature of business, if any-

There is no change in the nature of business carried out by the Company in the Year 2023-2024.

6. Authorised capital, Issued Paid up and subscribed capital of the Company

The Authorized share capital of the Company is '' 20,00,00,000 consisting of 2,00,00,000 Equity Shares of '' 10 each. The Issued, Subscribed and paid Up Capital of the Company is '' 17,05,74,000 consisting of 1,70,57,400 Equity Shares of Rs '' 10 each.

During the year under review, there was no change in the Authorized Share Capital, Issued , Subscribed and Paid-up capital of the Company.

7. Change of Registered Office

During the year under review, there was no change in address of Registered office of the Company

8. Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the ''Reserves'' for the year ended March 31,2024.

9. Subsidiary, Joint Ventures and Associate Companies

The Company has one wholly owned Indian Material Subsidiary company i.e. Sagardeep Engineers Private Limited. A statement containing the salient features of financial statement of our subsidiary in the prescribed format AOC-1 is appended to the financial statements of the Company.

10. Consolidated Financial Statement

The Financial Statement of the Company for the Financial year 2023-24 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report.

11. Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

12. Particulars of loan, Guarantees or Investment made under Section 186

During the year, the Company has given Corporate guarantee to its wholly owned subsidiary "SAGARDEEP ENGINEERS PRIVATE LIMITED" in connection with the loan taken by its wholly owned subsidiary under section 186 of the Companies Act, 2013. for details kindly refer Standalone Audit Report , Notes no. 36 of Notes to Account.

13. Extract of the annual return

Pursuant to Section 92(3) read with section134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company www.sdalloys.com

14. Directors& Key Management Personnel

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. As on the date of this report, the Board comprises of 6(Six) Directors, out of which 2 are Executive Directors, 1 is Non-executive Director and 3 are Non-Executive Independent Directors that includes one Woman Director. The Chairman of the Board is an executive Director.

The Board of Directors duly met 6 (Six) times on 24/05/2023, 10/08/2023, 23/08/2023, 26/09/2023, 07/11/2023 and 08/02/2024 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director in various companies is as follows:

Name of Director, Designation and Category	No of Board Meetings held during the year	No of Board Meetings attended during the year	Attendance at the AGM
Mr. Satishkumar A Mehta Chairman & Managing Director Promoter	6	6	Yes
Mr. Jayeshkumar A Mehta$ Whole Time Director Promoter	6	1	Yes
Mr. Hemendra B Patel Non-Executive Director Independent	6	2	Yes
Mrs. Vinita P Maheshwari Non-Executive Director Independent	6	2	Yes

Name of Director, Designation and Category	No of Board Meetings held during the year	No of Board Meetings attended during the year	Attendance at the AGM
Mr. Parimal Patwa# Non-Executive Director NonIndependent	2	1	No
Mr. Manan Gajjar Non-Executive Director Independent	6	5	Yes
Mr. Amit Pachori Non-Executive Director Independent	3	2	Yes

^AMr. Hemendrabhai Patel redesignated as Non-Executive NonIndependent Director w.e.f. 23/08/2023 #Mr. Parimal Patwa has been resigned from the office of Director w.e.f. 23/08/2023

II. INDUCTIONS

The following appointments were made

During the year, on the recommendation ofNomination and Remuneration Committee Mr. Amit Pachori was appointed as Additional Director under Independent Director category w.e.f August 23, 2023 and his appointment was regularised by shareholders of the company at 16^th Annual General Meeting held on 28.09. 2023.

Mr Himendrabhai Patel has been re categorised from Non Executive Independent Director to Non Executive NonIndependent Director

Mr Deepak Sevak has been appointed as Chief financial Officer of the company w.e.f Februray 08, 2023

III. REAPPOINTMENT:

There were no re-appointment of any Director / KMP During the year.

IV. CESSATIONS:

During the year, the following directors/ key managerial personnel resigned from their office:

• Mr. Parimal Patwa has been resigned from the office of Non-Executive Director of the company effective from August 23, 2023

• Mr Himendrabhai Patel has been re categorised from Non Executive Independent Director to Non Executive Non-Independent Director

• Mr. Jayesh A Mehta resigned as Chief Financial officer of the company effective from 08/02/2024

V. Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association, Mr. Satish A Mehta (DIN: 01958984) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his reappointment. Necessary resolution for his re-appointment is placed before the shareholder for approval.

VI. Familiarizations Programme of

Independent Directors

Pursuant to the requirements of the Listing Regulations, all the Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and further the Company has put in place framework for a structured induction and familiarisation programmes for all its Directors, including the Independent Directors on an ongoing basis to familiarise them with the business and operations of the Company, new initiatives, regulatory updates, nature of the industry in which the Company operates, their roles, rights, duties and responsibilities vis-a-vis the Company, etc .

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. The Independent Directors regularly visit at factory and management update the IDs relating to the manufacturing process at factory. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the industry as a whole The Independent Directors also meet with senior management team of the Company in informal gatherings.

VII. Profile of Directors seeking appointment / reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 17^th Annual General Meeting.

VIII. Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr. Satishkumar A. Mehta, Chairman & Managing Director

b) Mr. Jayeshkumar A. Mehta, Whole Time Director and Chief Financial Officer (upto 08.02.2024)

c) Ms. Anuja Jain, Company Secretary & Complaince Officer

d) Mr. Deepak Sevak, Chief Financial Officer (w.e.f 08.02.2024)

IX. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and in the opinion of the Board, the Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

15. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and 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 Members of the Committee are: -

Name Category & Position	Number of meetings held	Number of meetings attended
Mr. Manan Gajjar Non-Executive Independent Director Chairman	4	4
Mrs. Vinita Maheshwari Non-Executive Independent Director Member	4	4
Mr. Satishkumar Asamal Mehta Executive Director Member	4	4

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 process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance 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.

Four (4) Audit Committee meetings were held during the year 2023-24 at the Registered Office of the Company on 24/05/2023, 10/08/2023, 07/11/2023 and 08/02/2024.

16. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015 and 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. the Committee Members are:

Name Category & Position	Number of meetings held	Number of meetings attended
Mr. Manan Gajjar Non-Executive Independent Director Chairman	5	5
Mrs. Vinita Maheshwari Non-Executive Independent Director Member	5	4
Mr. Hemendra B Patel Non-Executive Independent Director Member	5	4

Name Category & Position	Number of meetings held	Number of meetings attended
Mrs. Vinita P Maheshwari Non-Executive Independent Director Chairman	2	2
Mr. Hemendrabhai Patel Non-Executive Independent Director Member	2	2
Mr. Satishkumar A Mehta Managing Director Member	2	2

The Board has in accordance with the provisions of sub-section (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 said policy is available on the website of the Company (www.sdalloys.com).

Five (5) meetings were held during the year 2023-24 on 24/05/2023, 10/08/2023, 23/08/2023 07/11/2023 and 08/02/2024.

17. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in compliance with 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:

The Stakeholders Relationship Committee looks into shareholders'' complaints related to transfer of shares, non-

receipts 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 is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.

Two (2) meeting was held during the year 2023-24 at the Registered Office of the Company on 24/05/2023 and 08/02/2024.

18. Compliance Officer

As on date of this report, the Compliance officer of the Company is Ms. Anuja Jain who is also designated as Company Secretary of the Company.

19. Statement on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member''s contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished. The Independent Directors at their separate meeting held on 29/03/2024 reviewed the performance of: Non-Independent Directors and the Board as a whole, Chairman of the Company after taking into account the views of Executive Directors and Non-Executive Directors. The directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

The details of evaluation process of the Board, its Committees and of individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

20. Declaration regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

The board hereby states that the independent directors appointed during the year possess requisite expertise and experience (including the proficiency) in terms of section 150 of the Act. The Independent Directors appointed during the year have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read

with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

21. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date or report.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company''s operations in future.

23. Auditors

1. Statutory Auditors

Your Company at it''s at the 14^thAnnual General Meeting appointed M/s. Piyush J Shah & Co., Chartered Accountants as Statutory Auditors of the Company for a period of 5 consecutive years i.e., from the Fourteenth Annual General Meeting till Nineteenth Annual General Meeting at a remuneration as may be fixed by the Board of Directors and Audit Committee in consultation with the Auditors thereof.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Piyush J Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,2013, details of which needs to be mentioned in this Report.

2. Secretarial Auditor

M/s. Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Khandelwal Devesh & Associates, Company

Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as Annexure-II.

The said report contains no observation or qualification.

Annual Secretarial Compliance Report

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for the FY 2023-24 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges on May 30, 2024 which is within 60 days of the end of the financial year ended March 31, 2024. The said report is annexed as Annexure-III.

Secretarial Audit of Material Unlisted Indian Subsidiary

Further as per the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Khandelwal Devesh & Associates, Company Secretaries, had undertaken secretarial audit of the Company''s material subsidiary i.e., Sagardeep Engineers Private Limited for the FY 2023-24. The Audit Report confirms that the material subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

The Board, at its meeting held on May 24, 2023, has reappointed M/s. Khandelwal Devesh &Associates, Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2023-24 and 202425. The said report is annexed as Annexure-IV.

3. Cost Auditor

The provision of the section 148 of the Companies'' act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the company.

4. Internal Auditor

M/s Amit Uttamchandani & Associates, Chartered Accountant have been appointed as an Internal Auditor of the Company.

24. Personnel

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure-V. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

1. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilising alternate sources of energy: None

iii. the capital investment on energy conservation equipment: Nil

2. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed: N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

e) the expenditure incurred on Research and Development: Nil

3. Foreign exchange Earnings & Outgo

• Foreign Exchange Earning: NIL

• Foreign Exchange Outgo: NIL

27. Particulars of contracts or arrangements with related parties:

The Company has no material significant transactions with its related parties which may have potential conflict with the interest of the Company at large. All the related party transactions has been reviewed and approved by the Audit Committee & Board of Directors of the Company. Your Company has entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, is applicable and disclosure is given under Annexure-VI. The Policy on Related Party Transactions is available on your Company''s website

28. Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the Listing Regulations is given as Annexure-"VII" to this report.

29. Statement regarding the development and implementation of Risk Management Policy

The risk management process is followed by the company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review on regular basis the risk assessment in the company.

30. Prevention of Sexual Harassment at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during FY 2023-24.

31. Vigil Mechanism / Whistle Blower Policy

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Company''s value system and business functions and represents cherished values of the Company.

32. Adequacy of Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls (''IFC'') within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31, 2024, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

During the year, no reportable material weakness was observed.

33. Directors'' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

(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.

(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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. Listing

The equity shares of the Company are listed on NSE and the Company has paid the annual listing fees for the year 2023-24.

35. Corporate Governance.

Your Company has complied with the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance. A report on the Company''s Corporate Governance practices and the Auditors'' Certificate on compliance of mandatory requirements thereof are attached as Annexure ''VIII.

36. Other Disclosures / Reporting

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/

purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Companies Act, 2013).

37. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

During the year no application has been made or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

38. Code For Prevention Of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company''s obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company

39. 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.

There is no such onetime settlement during the period under review

40. Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

41. Acknowledgement:

The Directors place on record their sincere thanks to the Bankers, business associates, consultants, customers, and employees for their continued support extended to your Companies activities during the year under review. Your directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

---

Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting the 11th Annual Report along with Audited Financial Statements of your Company for the financial year ended 31st March, 2018.

1. Financial Results

During the year under review, your Company has achieved a total net sale of Rs.6240.59 lakhs and achieved Net Profit after Tax (NP) of Rs.54.53 lakhs. There is notable increase in profit after tax during the current year in comparison to that of previous year. Your directors are optimistic about the performance of the Company in the coming years. The financial highlights for the year 2017-18 are as under:

Particulars for the year ended	March 31, 2018	March 31, 2017
Net revenue from Operations (Sales)	6240.59	7252.79
Profit Before Depreciation and Tax	117.73	84.39
Less: Depreciation	39.56	39.50
Profit Before Tax	78.17	44.89
Less: Tax Expense	23.34	17.73
Profit After Tax	54.53	27.16
EPS (Basic)	0.48	0.25
EPS (Diluted)	0.48	0.25

2. Dividend

Your Director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31, 2018.

3. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

4. Change in the nature of business, ifanv-During the year, the Company altered its Main Object Clause of the Memorandum of Association of the Company through shareholders approval by postal ballot and the same became effective w.e.f. 28/11/2017. Through the said alteration, the Company added one new object to its main object clause apart from the existing one. The Company also adopted new set of memorandum of association which is in consonance with new Companies Act, 2013 and latest amendments.

5. Reserves

During the year under review, the Company has not transferred any amount to reserve.

6. Subsidiary. Joint Ventures and Associate Companies

The Company has one wholly owned Indian Subsidiary company i.e. Sagardeep Engineers Private Limited. A statement containing the salient features of financial statement of our subsidiaries in the prescribed format AOC-1 is appended to the financial statements of the Company.

7 Consolidated Financial Statement

The Financial Statement of the Company for the Financial year 2017-18 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report.

8. Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

9. Particularsofloan. Guarantees orInvestment made under Section 186

During the year, the Company has not given any guarantee or provided security in connection with the loan to any other body corporate or person or made any investments however the Company has provided loans to persons/body corporates and the particulars of such loans, falling under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to financial statements of the Company

10. Extract of the annual return

The extract of the Annual Return in Form-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure A and is attached to the report.

11. Directors& Key Management Personnel

I. Composition ofBoard & Board Meetings The Board of Directors of the Company has an optimum combination of Executive, Non Executive and Independent Directors. As on the date of this report, the Board comprises of 5(Five) Directors, out of which 2 are Executive Directors and 3 are non-executive Independent Directors that includes one Woman Director. The Chairman of the Board is an executive Director.

The Board of Directors duly met 6 times on 07/04/2017, 25/05/2017, 17/07/2017, 17/10/2017, 14/11/2017 and 07/03/2018 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director in various companies is as follows:-

Name of Director , Designation and Category	No of Board Meetings held during the year	No of Board Meetings attended during the year	Attendance at the AGM
Mr. Satishkumar A Mehta Chairman & Managing Director Promoter	6	4	Yes
Mr. Jayeshkumar A Mehta Whole Time Director Promoter	6	6	Yes
Mr. Hemendra B Patel Non-Executive Director Independent	6	6	Yes
Mrs. Vinita P Maheshwari Non-Executive Director Independent	6	6	Yes
Mr. Jitendra Patel Non-Executive Director Independent	6	6	Yes

II. INDUCTIONS

The following appointments were made during the year

- Mr. Jitendrakumar Dhanjibhai Patel who was appointed as an additional independent director of the Company effective from 23/02/2017 was appointed as independent director by shareholders in their 10th Annual General meeting held on 21st September, 2017 for a period of five years.

- Ms. Barkha Deshmukh, a member of Institute of Company Secretaries of India was appointed as the Company Secretary and Compliance Officer of the Company effective from 07th April, 2017.

- Mr. Krishnakant Somani was appointed as the Chief Financial Officer of the Company effective from 17th July, 2017.

III. CESSATIONS:

y Mr. Dileep Panchal resigned as a company secretary and compliance officer of the company effective from 07th April, 2017.

- Mr. Hemang Panchal resigned as an independent director of the Company effective from 17th July, 2017.

- Mr. Asamal Mehta & Mr. Harishkumar Mehta resigned as Whole time directors of the Company effective from 17th July, 2017.

- Mr. Bhavik Somani resigned as Chief Financial Officer of the Company effective from 17th July, 2017.

IV Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association, Mr. Jayeshkumar A Mehta (DIN-02156140) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment. Necessary resolution for his reappointment is placed before the shareholder for approval.

V. Profile ofDirectors seeking appointment / reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 11th Annual General Meeting.

V! Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr. Satishkumar A Mehta, Chairman & Managing Director

b) Mr. Jayeshkumar A Mehta, Whole Time Director

c) Mr. Krishnakant Somani, Chief Financial Officer

d) Ms. Barkha Deshmukh, Company Secretary

VII Declaration from Independent Director All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and in the opinion of the Board, the Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

12. Postal ballot During the year, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration)

Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company passed the following resolution through postal ballot as per the details below:

Date of Postal ballot Notice: 17/07/2017

Date of declaration of result: 30/11/2017

Voting period: 30/10/2017 to 28/11/2017

Date of approval:28/11/2017_

Name of resolution	Type of resoluti on	No. of votes polled	Votes cast in favour		Votes cast against
			No. of votes	%	No. of votes	%
Alteration in main object clause of Memoran dum of Associatio n	Special	8743600	8743600	100	0	0

Adoption	Special	8743600	8743600	100	0	0
of new
Memoran
dum of
Associatio
n of the
Company

13. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and 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 Members of the Committee are:-

Name Category & Position	Number of meetings held	Number of meetings attended
Mr. Jitendrakumar Patel Non Executive Independent Director Chairman	4	4
Mrs. Vinita Maheshwari Non Executive Independent Director Member	4	4
Mr. Satishkumar A Mehta Executive Director Member	4	3

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 process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance 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.

Four Audit Committee meetings were held during the year 2017-18 at the Registered Office of the Company on 25/05/2017, 13/07/2017, 14/11/2017, 07/03/2018. The Company Secretary acts as Secretary to the Audit Committee and no personnel has been denied access to the Audit Committee.

14. Nomination and Remuneration

Committee

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015 and 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:

Name Category & Position	Number of meetings held	Number of meetings attended
Mr. Jitendrakumar Patel Non Executive Independent Director Chairman	2	2
Mrs. Vinita Maheshwari Non Executive Independent Director Member	2	2
Mr. Hemendra B Patel Non Executive Independent Director Member	2	2

The Board has in accordance with the provisions of sub-section (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 said policy is available on the website of the Company (www. sdalloys .com).

Two meeting was held during the year 201718 at the Registered Office of the Company on 07/04/2017 and 17/07/2017.

15. Stakeholders Relationship Committee The Stakeholders Relationship Committee is constituted in compliance with 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:

Name	Category	Position
Mrs. Vinita P Maheshwari	Non Executive Independent Director	Chairman
Mr. Hemang M Panchal	Non Executive Independent Director	Member
Mr. Satishkumar A Mehta	Executive Director	Member

The Stakeholders Relationship Committee looks into shareholders’ complaints related to transfer of shares, non-receipts 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 is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints.

16. Compliance Officer

The Compliance officer of the Company is Ms. Barkha Deshmukh, who is also designated as Company Secretary of the Company.

17. Statement On Formal Annual Evaluation Of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member’s contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

18. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end ofthe Snancialyear of the company to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date or report.

19. Details ofsignificant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company’s operations in future.

20. Auditors

1. Statutory Auditors M/s. Piyush J Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, were reappointed at the 09^th Annual General Meeting held on 30th September 2016 to hold office from the conclusion of Ninth (9th) Annual General Meeting (AGM) till the conclusion of 14th Annual General Meeting to be held in the year 2021 (subject to ratification of their appointment at every AGM).

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Piyush J Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.

2. Cost Auditors

As per the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit orders issued from time to time, the Board of Directors in their meeting held on 17.07.2017 has appointed M/s. Soni & Associates, Cost Accountants (FRN 102850) as Cost Auditor of the Company for the financial year 2017-18. Further, the remuneration of the Cost Auditor was ratified by members of the Company in their annual general meeting held on 21.09.2017.

3 SECRETARIALAUDITOR M/s. Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Khandelwal Devesh & Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as Annexure-”B”.

There are no qualifications, reservations or adverse remarks made by M/s. Khandelwal Devesh & Associates, Company Secretaries, Secretarial Auditor of the Company, in their report.

21. Personnel

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure-”C”. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. Management’s Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the Listing Regulations is given as Annexure-”D” to this report.

23. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilising alternate sources of energy : None

iii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution : None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : N.A.

e) the expenditure incurred on Research and Development : Nil

C. Foreign exchange Earnings & Outgo

- Foreign Exchange Earning: NIL

- Foreign Exchange Outgo: Rs.25,41,836/-

24. Particulars of contracts or arrangements with related parties:

The Company has no material significant transactions with its related parties which may have potential conflict with the interest of the Company at large.

25. Statement regarding the development and

implementation of Risk Management Policy The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

26. Prevention Of Sexual Harassment At Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment.

Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Adequacy of Internal Financial Control The Company has in place adequate internal financial controls with reference to financial statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controls relating to its financial statements.

During the year, no reportable material weakness was observed.

28. Directors ‘ Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

(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.

(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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Listing

The equity shares of the Company are listed on SME platform of NSE (NSE EMERGE) and the Company has paid the annual listing fees for the year 2018-19.

30. Corporate Governance

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

Therefore, the Corporate Governance Report is not applicable on the Company and therefore not provided by the Board.

31. Acknowledgement: The Directors place on record their sincere thanks to the Bankers, business associates, consultants, customers, and employees for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of board of directors

Date: 28/05/2018

Place: Ahmedabad Satishkumar A Mehta

Chairman & Managing Director

(DIN: 01958984)

---

Mar 31, 2016

Dear Member,

The Directors take pleasure in presenting the 9^th Annual Report along with Audited Financial Statements of your Company for the financial year ended 31^st March, 2016.

Financial Results

During the year under review, your Company has achieved a total net sale of Rs. 127.29 Crores. During the year the Company has achieved Net Profit after Tax (NP) of Rs.39, 75,865/-. Your Directors are hopeful about the performance to be improved of the Company in the coming years. The following table shows the operational results of the Company for the year 2015-16 as compared to that of the previous year.

(Standalone) (Amount in Rs.)

Particulars for the year ended	March 31, 2016	March 31, 2015
Net revenue from Operations	127,29,36,937	132,45,29,815
Profit Before Depreciation and Tax	1,25,42,305	1,20,42,279
Less: Depreciation	41,26,672	36,16,142
Profit Before Tax	84,15,633	84,26137
Less: Provision for Taxation (including deferred tax)	44,39,768	11,27,186
Profit After Tax	39,75,865	72,98,951
EPS (Basic)	0.47	0.87
EPS (Diluted)	0.47	0.87

Dividend

Your Director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31, 2016.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

Reserves

During the year under review, the Company has not transferred any amount to reserve.

Subsidiary, Joint Ventures and Associate Companies

The Company has one wholly owned Indian Subsidiary company i.e. Sagardeep Engineers Private Limited. Consolidated Financial Statement

The Financial Statement of the Company for the Financial year 2015-16 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link www.sdalloys.com

Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

Particulars of loan, Guarantees or Investment made under Section 186

Details of loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 31 & 30 of the Standalone financial statements and consolidated financial statements of the Company respectively.

Directors& Key Management Personnel

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non Executive and Independent Directors. As on 31st March, 2016, the Board comprises of 8(Eight) Directors, out of which 4 are Executive Directors and 4 are non-executive Independent Directors that includes one Woman Director. The Chairman of the Board is an executive Director.

The Board of Directors duly met 12 times on 01/04/2015, 08/05/2015, 16/05/2015, 06/08/2015, 15/09/2015, 26/10/2015, 17/11/2015, 21/12/2015, 30/12/2015, 05/02/2016, 26/02/2016 & 30/03/2016 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting and Number of other Directorship and Chairmanship / Membership of Committee of each Director in various companies is as follows:-

Name of Director	Designation	Category	No of Board Meetings held during the year	No of Board Meetings attended during the year	Attendance at the AGM
Mr.Satishkumar A Mehta	Chairman & Managing Director	Promoter	12	12	Yes
Mr.Jayeshkumar A Mehta	Whole Time Director	Promoter	12	12	Yes
Mr. Asamal S Mehta	Whole Time Director	Promoter	12	12	Yes
Mr. Harish A Mehta	Whole Time Director	Promoter	12	07	Yes
#Mr. Hemang M Panchal	Non-Executive Director	Independent	08	01	No
#Mr. Hemendra B Patel	Non-Executive Director	Independent	08	06	Yes
#Mr. Nileshkumar D Patel	Non-Executive Director	Independent	08	05	Yes
#Mrs. Vinita P Maheshwari	Non-Executive Director	Independent	08	07	Yes

- from the date of appointment

- appointed w.e.f. 28/08/2015

II. Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association, Mr. Jayeshkumar A Mehta (DIN-02156140) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Necessary resolution for his re-appointment is placed before the shareholder for approval.

III. Profile of Directors seeking appointment / reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 9^th Annual General Meeting.

IV. Key Managerial Personnel

The following persons are the Key Managerial Personnel(s) of the Company:

a. Mr. Satishkumar A Mehta, Chairman & Managing Director

b. Mr. Jayeshkumar A Mehta, Whole Time Director

c. Mr. Asamal S Mehta, Whole Time Director

d. Mr. Harish A Mehta, Whole Time Director

e. Mr. Bhavik R Somani, Chief Financial Officer

f. Mr. Dileep Panchal, Company Secretary

Further, the 5 year term of Mr. Satishkumar A Mehta, Managing Director, Mr. Jayeshkumar A Mehta, Mr. Asamal S Mehta, Mr. Jayeshkumar A Mehta, WholeTime Directors of the Company expires on December 31, 2016. The Board recommends their appointment for a further period of 5 years and the resolutions seeking member''s approval forms part of the notice convening the AGM.

Mr. Jayeshkumar A Mehta, Mr. Asamal S Mehta and Mr. Jayeshkumar A Mehta are the Directors, who are liable to retire by rotation.

V. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and in the opinion of the Board, the Independent Directors meet the said criteria.

VI. Familiarization Program for Independent Directors

As the Company was not listed during the F.Y. 2015-16, it has not conducted any specific program called ''Familiarization Program for Independent Directors'' during the F.Y. 2015-16.

Audit Committee

The Audit Committee is duly constituted on 15/09/2015 in accordance with the Listing Agreement read with SEBI (LODR) Regulations 2015 and of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014. 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 Members of the Committee are:-

Name	Category	Position
Mr. Nileshkumar D Patel Mr. Hemendra B Patel Mr. Harish A Mehta	Non Executive Independent Director Non Executive Independent Director Executive Director	Chairman Member Member

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 process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance 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.

Four Audit Committee meetings were held during the year 2015-16 at the Registered Office of the Company on 15/09/2015, 26/10/2015, 30/12/2015 and 05/02/2016. All the meetings were attended by the Chairman and all the members of the Committee, representatives of Internal and Statutory Auditors and Chief Financial Officer. The Company Secretary acts as Secretary to the Audit Committee and no personnel has been denied access to the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted on 15/09/2015 in compliance with the requirements of Listing Agreement read with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014. The Company Secretary acts as the Secretary to the committee and the Committee Members are:

Name	Category	Position
Mr. Nileshkumar D Patel	Non Executive Independent Director	Chairman
Mr.Vinita P Maheshwari	Non Executive Independent Director	Member
Mr. Hemendra B Patel	Non Executive Independent Director	Member

The Board has in accordance with the provisions of sub-section (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 said policy is furnished in Annexure -B and is attached to this report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted on 15/09/2015 in compliance with the requirements of the Listing Agreement and 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:_

Name	Category	Position
Mr. Vinita P Maheshwari Mr. Hemang M Panchal Mr. Satishkumar A Mehta	Non Executive Independent Director Non Executive Independent Director C hairman & Managing Director	Chairman Member Member

The Stakeholders Relationship Committee looks into shareholders'' complaints related to transfer of shares, non-receipts 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 is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints.

Compliance Officer

The Compliance officer of the Company is Mr. Dileep Panchal, who is also designated as Company Secretary of the Company.

Performance Evaluation

Pursuant to the provisions of Section 134 of the Companies Act, 2013 every listed company or such other public company having such paid-up share capital as may be prescribed, shall attach a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual director.

As the Company was not listed during the F.Y. 2015-16, nor does it have such paid up capital as prescribed, the Board has not conducted its performance evaluation and its committees during the F.Y. 2015-16.

Change in the nature of business, if any-

During the year, there is no change in the nature of business of the Company.

During the year under review, your Company has closed its chemical manufacturing plant due to some unavoidable circumstances and conditions.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date or report..

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company''s operations in future.

Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, the statement containing the salient features of the financial statements of the Company''s subsidiaries is attached to the financial statements.

Further, the Company had remitted Rs. 2,719,748/- on December 28, 2015 for subscribing share capital in Sagardeep General Trading FZE in Dubai which on allotment of shares would have made it a wholly owned subsidiary of the Company. However, the funds have been remitted back to the Company on February 3, 2016 without shares being allotted to the company and therefore as on date, Sagardeep General Trading FZE is not a subsidiary of the Company.

Auditors

1. Statutory Auditors

At the Extra Ordinary General Meeting held on November 02, 2015, M/s. Piyush J Shah & Co., Chartered Accountant, Ahmedabad were appointed as Statutory Auditors of the Company to fill the casual vacancy due to resignation of M/s, Pushpendra Gupta & Associates, Chartered Accountants, Ahmedabad and to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2016. The Board of Directors of the Company has recommended their appointment as statutory auditor of the Company for a period of 5 years i.e. From 9^th AGM to 14^th AGM of the Company to be held in the year 2021. Further, the appointment of the auditors shall be placed for ratification at every Annual General Meeting held thereafter.

The consent of M/s. Piyush J Shah & Co., Chartered Accountants along with the certificate under Section 139 of the Act has been obtained to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of the Auditors of the Company.

2. Cost Auditors

As per the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit orders issued from time to time, the Board of Directors in their meeting held on 06.08.2015 has appointed M/s. Soni & Associates, Cost Accountants (FRN 102850) as Cost Auditor of the Company for the financial year 2015-16. Further, the remuneration of the Cost Auditor was ratified by members of the Company in their annual general meeting held on 28.08.2015.

Extract of the annual return

The extract of the Annual Return in Form-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure A and is attached to the report.

Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the Listing Regulations is given as an annexure to this report

Corporate Governance

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to the Listing agreement read with regulations 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the Company as the Equity Share Capital & Net worth of the Company does not exceed prescribed limit of Rs.10 Crores and Rs. 25 Crores respectively as on 31^st March, 2016.

Therefore, the Corporate Governance Report is not applicable on the Company and therefore not provided by the Board.

Personnel

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the Report as no remuneration is paid to any of the directors of the company nor any employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Corporate Social Responsibility (CSR)

The present financial position of the company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy:

a) Energy conversation measures taken by the Company

(i)The Company has been taking continuous steps to conserve the energy and minimizing energy cost at all levels as per the past experiences.

(ii)Monitoring the overall energy consumption by reducing losses and improving efficiency

(iii) Maximum demand of electricity is being reduced and evenly distributing the loads throughout the day and increasing efficiency of plants and machines

b) Total energy consumption and energy consumption per unit as per Form A:

Particulars	Current Year	Previous Year
Electricity
Purchased
Units (KWH)	1180272	1334437
Total Amount (Rs.)	9341246	9958469
Rate per unit (Rs.)	7.91	7.46
Own Generation-	Nil	Nil
Natural Gas
Total Amount	3718931	5529167
Rate per SCM	35.98	50.58

(B) Disclosure with respect to Absorption and Research & Development

1.Specify the area in which R&D is carried out by the Company	Nil
2.Benefits derived as a result of the above R&D	Nil
3.Future Plan of Action	Nil
4.Expenditure on R&D	Nil

(C)Technology absorption, Adaption and Innovation

1. Efforts made in brief towards Technology Absorption, Adaption and Innovation	Continuous efforts
2. Benefits arrived as a result of above efforts	Quality Improvement
3. In case of imported technology (imported during the 5 years reckoned from the beginning of the financial year )	NIL

(D) Foreign exchange earnings and Outgo: (In USD)

Foreign Exchange Earning	$ 18000.00
Foreign Exchange Outgo	$ 171383.14

Particulars of contracts or arrangements with related parties:

The Company has no material significant transactions with its related parties which may have potential conflict with the interest of the Company at large.

Listing

Your Company made its landmark move by entering into the capital market on May 17, 2016. The shares of the Company have been listed on "NSE-EMERGE", the SME platform of National Stock Exchange of India Limited, by way of public issue of 30,00,000 equity shares of the face value of Rs. 10.00 each for cash at a price of Rs. 20/- per equity share (share premium of Rs. 10/- each).

This Annual Report for the financial year 2015-16 has been prepared in accordance with the applicable disclosure requirements of the Companies Act, 2013. However, the provisions of the LODR, 2015 shall be applicable from the financial year 2016-17.

Statement regarding the development and implementation of Risk Management Policy

The Company has not developed and implemented any risk management policy as the risk threatening the

business activity carried out by the Company during the year are minimal.

Adequacy of Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company''s internal financial controls relating to its financial statements.

During the year, no reportable material weakness was observed.

Directors'' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

(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.

(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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

The Directors place on record their sincere thanks to the Bankers, Business associates, consultants, customers, and employees for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For, and on behalf of the Board of Directors

Date: 13/08/2016 Satishkumar A Mehta

Place: Ahmedabad Chairman & Managing Director