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Sarthak Metals Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "Sarthak") along with the audited financial statements, for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:		('' in Lakhs)
Particulars	For the year ended March 31,
	2025	2024
Revenue from operations	17,842.01	30,517.35
Other income, net	270.43	192.52
Total income	18,112.43	30,709.87
Expenses	17,484.33	28,813.29
Exceptional Items	-	-
Profit Before Tax	628.11	1,896.58
Less: Tax (Including deferred tax and current tax relating to earlier years)	216.13	513.75
Total Other Comprehensive Income (Net of Tax)	0.52	0.45
Profit After Tax	412.50	1,383.28
Earnings Per Share of '' 10 each
Basic:	3.01	10.10
Diluted:	3.01	10.10

The Company has undergone a phase of consolidation over the past 2 financial years, primarily due to significant challenges faced by our key end-user sector â the steel industry. Our core businesses, namely Cored Wires and Aluminium Flipping Coils, experienced headwinds from a prolonged slowdown in the Indian steel sector, subdued demand, and heightened competition resulting from an influx of low-cost imports. Notably, steel imports from China surged to a 7-year high, intensifying competitive pressures on domestic manufacturers and allied industries. Additionally, volatile raw material prices, global supply chain disruptions, and persistent margin pressures further complicated the operating environment. These factors impacting the steel industry also had a cascading effect on ancillary suppliers such as our Company. Moreover, competitive intensity increased in some of our product segments, prompting the Company to make a strategic decision to refrain from participating in these areas to safeguard profitability rather than pursue growth at any cost.

As a result, our Revenue from Operations for the year stood at '' 178.42 Crore, compared to '' 305.17 Crore in FY24, representing a year-on-year decline of 42%. EBITDA margins were 3.9% in FY25, down from 7.1% in FY24. Consequently, Net Profit for FY25 was '' 4.12 Crore, as against '' 13.83 Crore in FY24.

Looking ahead, to diversify our business beyond supplying consumables to the steel sector and to return to a growth trajectory, we have decided to increase our strategic focus on the welding consumables segment, with Flux Cored Wires as our initial product category. Flux Cored Wires are widely used in welding applications for commercial fabrication units, heavy industries and infrastructure projects. This product category aligns well with our technical expertise, and we are confident in our technological capabilities and product strengths to establish a strong presence in this industry in coming years. In the past financial year, we expanded our flux cored wire production capacity from 1,200 TPA to 3,600 TPA, responding to increasing product acceptance and rising market demand.

Our continued emphasis on value-added products, exploration of export opportunities, and expansion into adjacent product categories will position us for sustainable growth and enable us to capitalize on emerging opportunities.

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

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

3. DIVIDEND:

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

The Company declared dividend as under:
	Fiscal 2025			Fiscal 2024
	Dividend per share (In '')	Dividend payout (In '' Lakhs)	% age of Dividend	Dividend per share (In '')	Dividend payout (In '' Lakhs)	% age of Dividend
Interim dividend	-	-	-	1.00	136.90	10
Final dividend*	0.50	68.45	5%	-	-	-
Total dividend	0.50	68.45	5%	1.00	136.90	10
*Final Dividend is subject to Shareholders at their upcoming Annual General Meeting.

Note:

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

4. CHANGE IN THE NATURE OF BUSINESS:

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

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

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

6. CAPITAL STRUCTURE:

The Paid-up Equity share capital of the Company as on April 01, 2024 was '' 13,68,97,500/- divided into 1,36,89,750 Equity Shares of '' 10/- each. No change was made during the year. The equity share capital thus, as on March 31, 2025 was '' 13,68,97,500/-.

During the F.Y. 2024-25 your Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the Company under any scheme such as bonus, right issue, private placement, preferential allotment or by any other mode as per Companies Act, 2013.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

7.1. Re-appointments:

7.1.1. Director liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil Kumar Agrawal (DIN: 08680582), Director of your Company retires by rotation in the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

7.1.2. Re-appointment of independent Director:

Mr. Dwadasi Venkata Giri was appointed as the Independent Director of the Company by the Members at the 25^th Annual General Meeting of the Company held on September 09, 2020 for 5 (five) consecutive years commencing from July 31, 2020 and is eligible for re-appointment for a second term on the Board of the Company.

Based on the recommendation of the Nomination & Remuneration Committee (''NRC''), the Board of Directors at its meeting held on May 22, 2025, proposed the re-appointment of Mr. Dwadasi Venkata Giri as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from July 30, 2025, not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

Mr. Dwadasi Venkata Giri completed his Post Graduation (M. Com) from Pt. Ravishankar Shukla University, Raipur. He also completed LLB and CA IIB from Raipur. He has vast experience in the banking and finance domain and has retired from Bank of Baroda as Deputy Regional Manager. He has been on the Board of our Company since July 31, 2020 and is the Chairman of Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Audit Committee.

The Nomination and Remuneration Committee taking into consideration the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company and based on the performance evaluation, concluded and recommended to the Board that Mr. Dwadasi Venkata Giri qualifications and the rich experience in the abovementioned areas and meets the skills and capabilities required for the role of Independent Director of the Company. The Board is of the opinion that Mr. Dwadasi Venkata Giri continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in his role as an Independent Director of the Company, and his continued association would be of immense benefit to the Company.

Further, Mr. Dwadasi Venkata Giri has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director in terms of Section 152 of the Act, subject to re-appointment by the Members. Mr. Dwadasi Venkata Giri has also confirmed that he complies with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (''IICA'') and has passed the online proficiency self-assessment test conducted by IICA.

laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and of the Listing Regulations.

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

8. DECLARATION BYINDEPENDENTDIRECTORS: All

The Company has received necessary declaration from each r^egist^{ered and are of} ^^{dependent Directors}

Independent Director under Section 149(7) of the Companies A?^{aintained by the Indian Institute of Corporate}

Act, 2013, that he / she meets the criteria of independence ^{airs ( )}.

9. STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

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

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

"I hereby confirm that the Company has obtained from all the members of the Board and senior executives, affirmation that they have complied with the Code of Conduct for Board of Directors and senior executives in respect of Financial Year 2024-25."

10. BOARD AND THE COMMITTEE MEETINGS:

The Board of Directors met 5 (Five) times during the financial year 2024-25. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

As on March 31, 2025, the Board had four committees: the audit committee, the corporate social responsibility committee, the nomination and remuneration committee and the stakeholder''s relationship committee. All committee comprise only independent directors, one of whom is chosen as the chairperson of the committee.

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

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

11. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

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

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

12. BOARD EVALUATION:

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

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

The performance of the board was evaluated by the Directors after seeking inputs from all the directors on the basis of criteria such as the board composition and

structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

13. FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS:

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

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

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

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to

give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. The directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

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

16. FRAUDS REPORTED BY THE AUDITOR:

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

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

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

18. DEPOSITS:

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

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

20. ANALYSIS OF REMUNERATION:

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

Names and Designation	[A] Ratio of Directors'' Remuneration to the median Remuneration of Employees		[B] Percentage (%) increase/ decrease in Remuneration
Ms. Rama Kohli (Independent Director)	Nil		Not Applicable
Mr. D. V. Giri (Independent Director)	Nil		Not Applicable
Mr. Sunil Dutt Bhatt (Independent Director)	Nil		Not Applicable
Mr. Anoop Kumar Bansal (Managing Director)	31 times		Decrease by 2.26%
Mr. Mayur Bhatt (Whole Time Director & CEO)	6 times		Decrease by 3.70%
Mr. Sunil Kumar Agarwal (Director)	Nil		Not Applicable
Mr. Sanjay Shah (Whole Time Director)	31 times		Decrease by 2.26%
Mr. Anirudh Singhal (Chief Financial Officer)	8 times		Decrease by 3.70%
Mr. Pratik Jain (Company Secretary)	3 times		Increase by 6.67%
The median remuneration of employees of the Company during the financial year was '' 2,14,672 p.a. Please note that only
those persons who were employees as on March 31, 2025 have been considered for the calculation of the median salary.
[C] Percentage increase in the median Remuneration of Employees		Increase of 14%
[D] Number of permanent Employees on the rolls of Company.		147 as on March 31, 2025.
[E] Average percentile increases already made in the salaries of		Median Salary of	non-managerial staff has increased
employees other than the managerial	personnel in the last	by 10%. The average salary of managerial staff has
financial year and its comparison with the percentile increase in		decreased by 1.04%
the managerial remuneration and justification thereof
[F] Affirmation that the remuneration is as	per the remuneration	The Company affirms that the remuneration is as
policy of the Company.		per the remuneration policy of the Company.

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

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

22. CORPORATE GOVERNANCE REPORT:

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our disclosures seek to attain the best practices in international corporate governance.

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

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34 read with Schedule - V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Management Discussion & Analysis Report is cover between page_to__of this report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company believes in giving back to society in some measure that is proportionate to its success in business. In view of this, the Company''s Corporate Social Responsibility (CSR) aims to extend beyond charity and enhance social impact.

In this direction, the Company''s CSR Committee steers us and as per the Annual Action Plan, the said committee had approved the areas of rural development, eradication of poverty and hunger, education, healthcare and environmental sustainability. CSR has been an integral part of the way the Bansal Group conducts its business since its inception.

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

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

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

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

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

A. The provisions relating to conservation of energy and technology absorption, as stipulated in the Companies (Accounts) Rules, 2014, are not applicable to the Company, as its operations are not energy intensive. Nevertheless, in line with the Company''s commitment to sustainability and the availability of alternative energy sources, the Board of Directors, at their meeting held on 11^th November 2022, approved the installation of a rooftop solar power plant. This solar project has contributed to an ~50% decrease in our energy

expenses with captive consumption. Additionally, the Company''s technology is developed in-house and is subject to continuous upgrades to maintain operational excellence.

B. Foreign exchange earnings and Outgo: (in '')
Particulars	As on	As on
	31.03.2024	31.03.2025
Foreign Exchange Earnings (Export)	44,31,03,844.92	31,35,44,756.84
Foreign Exchange Outgo (Import)	65,46,51,117.00	62,53,22,260.00

26. RISK MANAGEMENT:

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

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

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

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

28. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

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

29. AUDITORS:

29.1. Statutory Auditors'':

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

29.2. Secretarial Auditors'':

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), the Audit Committee and the Board of Directors at their respective meetings held on May 22, 2025, have approved and recommended the appointment of M/s. Nilesh A. Pradhan & Co. LLP, Company Secretaries (Firm Registration No. L2018MH005200), a Practicing Company Secretary for the first term of Five Years commencing from April 01, 2025. The Appointment of Secretarial Auditors is subject to approval of the members at ensuing Annual General Meeting.

29.3. Cost Auditors'':

Pursuant to the provisions of Section 148 of Companies Act, 2013 and the rules made thereunder, the Company has appointed Mr. Gajadhar Prasad, Cost Accountants (Membership No. 39559) to undertake the Cost Audit of the Company for the Financial Year ended March 31, 2025.

The Board on the recommendation of Audit Committee of the Company, have appointed M/s. Gajadhar Prasad and Co., Cost Accountants (Membership No. 39559) as Cost Auditors to conduct Cost Audit for the Financial Year ended March 31, 2026, the remuneration to be paid to Cost Auditors is proposed to be approved by the members at the upcoming Annual General Meeting of the Company.

30. SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed to this report as Annexure E and forms an integral part of this report.
Observation of Secretarial Auditors''	Reply of the Management
Regulation 30 read with sub-para 15(a) of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR'') states that the listed entities are required to disclose the schedule of analysts or institutional investors meet at least two working days in advance (excluding the date of the intimation and the date of the meet/call.	The reason for the delay was due to the delay in receipt of the link, etc., from the service provider (who conducts our Conference Call) due to some technical issues faced by them. The Company will ensure that such delay does not take place in the future and has also communicated the same to the service provider.

Delayed submission of call scheduled on February 08, 2024.

Only one day advance intimation submitted to the Stock Exchanges.

31. EXPLANATIONS IN RESPONSE TO AUDITORS'' QUALIFICATIONS:

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

32. DISCLOSURE REQUIREMENTS:

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

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

33. DIVIDENDS LYING IN THE UNPAID DIVIDEND ACCOUNT:

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

S. No.	Type of Dividend and Year	Amount (In '')	Year in which it will get transferred to IEPF
1.	Final Dividend 2018-19	26,000	2026
2.	Final Dividend 2019-20	25,050	2027
3.	Final Dividend 2020-21	62,200	2028
4.	Interim Dividend 2021-22	3,683	2029
5.	Final Dividend 2021-22	5,795	2029
6.	Interim Dividend 2022-23	10,796	2030
7.	Final Dividend 2022-23	98,195	2030
8.	Interim Dividend 2023-24	94,430	2031

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

Dividend declared by the Company during the financial year 2016-17, which remained unpaid/ unclaimed for a period of seven years have been transferred to the account maintained by the IEPF Authority. The Company is making all the efforts to deliver individual notices through emails to the shareholders whose unpaid dividend has not been claimed.

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

34. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual return as on March 31, 2025 is available on the Company''s website on https://sarthakmetals.com/ docs/Annual%20Return%202024-25.pdf

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

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

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

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

37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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

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

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

39. ACKNOWLEDGEMENTS:

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

Mar 31, 2024

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

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

(? in Lakhs)

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

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

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

Additionally, our outlook is supported by the promising the ramp-up in our Flux Cored Wires

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

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

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

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

3. DIVIDEND:

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

The Company declared dividend as under:

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

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

4. CHANGE IN THE NATURE OF BUSINESS:

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

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

6. CAPITAL STRUCTURE:

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

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

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

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

7.1. Re-appointments:

7.1.1. Director liable to retire by rotation:

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

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

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

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

years. The brief profile of the appointeeâs along with the item wise explanatory statement of the Directors proposed to be re-appointed has been made part of the Notice of the Annual General Meeting read along with annexures to the Notice.

8. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

9. STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

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

Mr. Mayur Bhatt Whole-Time Director and CEO

10. BOARD AND THE COMMITTEE MEETINGS:

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

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

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

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

11. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a

policy for selection and appointment of Directors, Senior Management and their remuneration.

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

12. BOARD EVALUATION:

Having said that, the Company conducted the Board Evaluation process for the assessment of the performance of the entire Board, individual director

performance, performance of the Chairperson and review of management support to the Board.

The performance of the board was evaluated by the Directors after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

13. FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS:

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

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

14. DIRECTORSâ RESPONSIBILITY STATEMENT:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The directors hadtaken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

16. FRAUDS REPORTED BY THE AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of

the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs report.

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

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

18. DEPOSITS:

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

20. ANALYSIS OF REMUNERATION:

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

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

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

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

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

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

22. CORPORATE GOVERNANCE REPORT:

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

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

24. CORPORATE SOCIAL

RESPONSIBILITY (CSR):

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

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

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

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

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

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

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

B. Foreign exchange earnings and Outgo:

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

26. RISK MANAGEMENT:

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

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

28. MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS:

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

29. AUDITORS:

29.1. Statutory Auditorsâ:

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

29.2. Secretarial Auditorsâ:

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

29.3. Cost Auditorsâ:

Pursuant to the provisions of Section 148 of Companies Act, 2013 and the rules made thereunder, the Company has appointed

Mr. Gajadhar Prasad, Cost Accountants (Membership No. 39559) to undertake the Cost Audit of the Company for the Financial Year ended March 31, 2024.

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

30. SECRETARIAL AUDIT REPORT:

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

31. EXPLANATIONS IN RESPONSE TO AUDITORSâ QUALIFICATIONS:

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

32. DISCLOSURE REQUIREMENTS:

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

33. DIVIDENDS LYING IN THE UNPAID DIVIDEND ACCOUNT:

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

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

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

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

34. ANNUAL RETURN:

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

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

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

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

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

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

At Sarthak, our goal has been to create an open and safe workplace where each and every employee

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

39. ACKNOWLEDGEMENTS:

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

Sd/- Sd/-

Mayur Bhatt Anoop Kumar Bansal

Whole-Time Director & Chief Managing Director

Date: July 12, 2024 Executive Officer DIN: 01661844

Place: Bhilai (C.G.) DIN: 07586457

Mar 31, 2018

The Directors have pleasure in presenting the 23rd Annual Report of SARTHAK METALS LIMITED along with the Audited Financial Statements for the year ended 31st March 2018.

FINANCIAL SUMMARY/HIGHLIGHTS

Our Companyâs financial performance for the year under review has been encouraging and is summarized below:

(In lakhs)

Particulars	Current Year as on 31.03.2018	Previous Year as on 31.03.2017
Total Income	17,290.17	15,387.39
Less: Expenditure & Depreciation	16,575.70	14,799.98
Profit before Tax (PBT)	714.47	587.41
Less: Tax (including deferred tax)	227.29	192.39
Profit After Tax (PAT)	487.18	395.02

PERFORMANCE REVIEW

Iron & Steel sector has seen positive results in the past financial year after many years of poor performance. This is mainly due to two reasons, first being higher budget allocation by Central Government on infrastructure expenditure and measures to stop cheap steel imports from China. Overall it has been a good year for your company. Our revenues have increased by 12.4% and EBIDTA increased by 16.7%. Earnings per share have also increased by 20%. The growth has been steady despite many other players entering the market. We have been able to show good performance due to our clientâs trust in our product and their readiness to pay a premium for the same.

DIVIDEND

In order to conserve resources for future growth and business expansion, your directors do not recommend any dividend for the Financial Year 2017-18.

RESERVES

The Company has transferred the whole amount of Profit to Reserve & Surplus Account as per attached audited Balance Sheet for the year ended on 31st March 2018

SHARE CAPITAL

The Paid-up Equity share capital of the Company as on 1st April, 2017 was Rs. 13,68,97,500 divided into 1,36,89,750 Equity Shares of Rs 10/- each. No change was made during the year. The equity share capital thus, as on 31/03/2018 was Rs. 13,68,97,500.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 is attached in Annexure A appended to the Directorâs Report.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is as per the Listing Regulations and provisions of the Companies Act, 2013. There was no change in the composition of the Board during the year under review.

Presently, the composition of the Board is six Directors, led by Chairman and Managing Director with two Whole- Time Director, two Non- Executive Independent Director and one Non- Executive Non- Independent Director.

In accordance with the provisions of Companies Act, 2013, Mr. Kishore Kumar Bansal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Management Discussion & Analysis Report forms part of the Annual Report.

REPORT ON CORPORATE GOVERNANCE:

Sarthak Metals Limited is listed on SME Exchange of BSE, the requirement of Corporate Governance as notified in Regulation 15 (2) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 not applicable; therefore it is not required to maintain Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company under Section 149 (7) of Companies Act, 2013 confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PERFORMANCE EVALUATIONOF BOARD, COMMITTEES & INDIVIDUAL DIRECTOR

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process the performance of non- independent Directors, the Chairman and the Board was done by the Independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:

The Board members are provided with brochures, reports and internal policies to enable them to familiarize with the Companyâs procedures and practices. The Chairman and Managing Director had one to one discussions with newly appointed Directors to familiarize them with the Companyâs operations. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Quarterly updates on relevant statutory and regulatory changes are circulated to the Directors. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 6 (Six) times in financial year 31st March, 2018 and as per section 173 of the Companies Act the time gap between any two Meetings has not been more than one hundred and twenty days. The dates on which the Board Meetings were held are 15th April, 2017, 29th May, 2017, 23rd June, 2017, 12th September, 2017, 15th November, 2017 and 9th March, 2018.

The name and category of Directors on the Board, their attendance at the Board Meetings held during the year and also at the Annual General Meeting, the member of Directorships and Committee Memberships and Chairpersonships held by them in other companies as on 31st March, 2018 are given below.

Name of Directors	Category	No. of Board Meeting held and attend during the year		No. of Directorship in other Public Company	No. of Committees positions held in other Public Companies*		Attendance at last AGM held on 01/08/2017
		Held	Attend		Chairman	Member
Mr. Anoop Kumar Bansal	Chairman & Managing Director	6	6	0	0	0	Yes
Mr. Kishore Kumar Bansal	Non- Executive Non-Independent Director	6	6	0	0	0	Yes
Ms. Rama Kohli^A	Non- Executive Independent Director	6	4	0	0	0	No
Mr. Sanjay Shah	Whole Time Director	6	6	0	0	0	Yes
Mr. Mayur Bhatt	Whole Time Director	6	6	0	0	0	Yes
Mr. Chetan Kumar	Non- Executive Independent Director	6	2	0	0	0	Yes

^Represents Memberships/Chairpersonships of Audit Committee & Stakeholdersâ Relationship Committee of public companies only.

"Designates as a Woman Director on Board.

As per the disclosure received, none of the Directors of your Company hold memberships/Chairmanships more than the prescribed limits across all companies in which he/she is a Director.

MEETINGS OF INDEPENDENT DIRECTORS:

The Companyâs Independent Directors shall meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to (i) review the performance of Non-Independent Directors and the Board as a whole, (ii) review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and (iii) to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board.

COMMITTEES OF THE BOARD OF DIRECTORS

In compliance with the requirement of applicable laws and as part of the best governance practice, the Board has constituted various Committees of its members. These Committees hold meetings at such frequencies as is deemed necessary by them to effectively undertake and deliver upon the responsibilities and tasks assigned to them. Minutes of the meetings of each of these Committees are tabled regularly at the Board Meetings.

Your Company currently has 4 (Four) Committees viz:

(a) AUDIT COMMITTEE

The Company has formed a qualified and Independent Audit Committee which acts as a link between the Statutory and Internal Auditors and the Board of Directors. The terms of reference of the Audit Committee cover the matters specified for Audit Committee in the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.

As on 31st March, 2018, the Audit Committee comprises of the following members-

1. Mr. Chetan Kumar Chairman

2. Ms. Rama Kohli Member

3. Mr. Kishore Kumar Bansal Member

The Committee met 4 times during the year on 29th May, 2017, 23rd June, 2017 and 15th November 2017 and the attendance of Members at the Meetings.

Name of Member	Nature of Membership	No. of Meeting(s) attended/held
Mr. Chetan Kumar	Chairman	3/3
Mrs. Rama Kohli	Member	3/3
Mr. Kishore Kumar Bansal	Member	3/3

The Company Secretary of the Company is the Secretary of the Committee.

The Chairman of the Audit Committee of the Company was present at the last Annual General Meeting of the Company held on 1st August, 2017.

(b) NOMINATION & REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations, a Nomination & Remuneration Committee of the Company has been constituted.

As on 31st March, 2018, the Nomination and Remuneration Committee comprises of the following members-

1. Mr. Chetan Kumar Chairman

2. Ms. Rama Kohli Member

3. Mr. Kishore Kumar Bansal Member

The Committee met 1 time during the year on 15th April, 2017 and the attendance of Members at the Meetings is as follows:

Name of Member	Nature of Membership	No. of Meeting(s) attended/held
Mr. Chetan Kumar	Chairman	1/1
Mrs. Rama Kohli	Member	1/1
Mr. Kishore Kumar Bansal	Member	1/1

(c) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted according to Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The Committee ensures cordial investor relations and overseas the mechanism for redressal of investor grievances. The Committee specifically looks into redressing shareholders and investor complaints/ grievances pertaining to share transfers, non- receipts of annual reports, non- receipt of dividend and other allied complaints.

As on 31st March, 2018, the Stakeholders Relationship Committee comprises of the following members-

1. Mr. Chetan Kumar Chairman

2. Ms. Rama Kohli Member

3. Mr. Kishore Kumar Bansal Member

During the period under review, Company has not received any complaint from shareholders. There is no outstanding complaint as on 31st March, 2018.

The Company Secretary of the Company also acts as Compliance Officer of the Company.

(d) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with provision of the Companies Act, 2013 and SEBI Listing Regulations, a Corporate Social Responsibility Committee of the Company has been constituted.

As on 31st March, 2018, the Corporate Social Responsibility Committee comprises of the following members-

1. Mr. Chetan Kumar Chairman

2. Ms. Rama Kohli Member

3. Mr. Kishore Kumar Bansal Member

The Committee met 2 times during the year on 29th May, 2017 and 15th November, 2017 and the attendance of Members at the Meetings is as follows:

Name of Member	Nature of Membership	No. of Meeting(s) attended/held
Mr. Chetan Kumar	Chairman	2/2
Mrs. Rama Kohli	Member	2/2
Mr. Kishore Kumar Bansal	Member	2/2

NOMINATION & REMUNERATION POLICY OF THE COMPANY:

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

ANALYSIS OF REMUNERATION

The details of remuneration paid to Directors and Key Managerial Personnel is given in extract of Annual return attached with this report.

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

Names and Positions	[A] Ratio of Directors'' Remuneration to the median Remuneration of Employees	[B] Percentage (%) increase in Remuneration
MR. CHETAN KUMAR (INDEPENDENT DIRECTOR & CHAIRPERSON	NIL	Not Applicable
MS. RAMA KOHLI (INDEPENDENT DIRECTOR)	NIL	Not Applicable
MR. ANOOP KUMAR BANSAL (MANAGING DIRECTOR)	21.60 Times	Reduction by 33%
MR. MAYUR BHATT (WHOLE TIME DIRECTOR)	5.4 Times	Reduction by 50%
MR. KISHORE KUMAR BANSAL (DIRECTOR)	NIL	Reduction by100%
MR. SANJAY SHAH (WHOLE TIME DIRECTOR)	21.60 Times	Reduction by 33%
MR. ANIRUDH SINGHAL (CHIEF FINANCIAL OFFICER)	21.60 Times	Reduction by 50%
MRS. ITIKA SINGHAL (COMPANY SECRETARY)	2.70 Times	Not Applicable as Ms. Itika Singhal was not employed with the Company in FY 2017

The median remuneration of employees of the Company during the financial year was Rs. 1,11,091.72 p.a. Please note that only those persons who were employees as on 31st March 2018 have been considered for the calculation of the median salary. Further, no bonus payments have been considered for these calculations.

[C] Percentage increase in the median Remuneration of Employees	Decline of 2.67%
[D] Number of permanent Employees on the rolls of Company	126 as on 31st March 2018
[E] Explanation on the relationship between average increase in Remuneration and Company performance	Sales Increase - 12.4% EBITDA Increase - 16.7% PBT Increase - 18.15% PAT Increase - 20.25% EPS Increase - 20% Median Salary Decline - (2.67%)
[F] Comparison of the Remuneration of the Key Managerial Personnel against the performance of the Company	The Remuneration of the Key Managerial personnel has personnel has declined 33% and the company''s turnover has increased by 12.4%. Further, the company''s EPS has also increased by 20%.
[G] Variations in the Market Capitalization of the Company as at 31st March, 2018 as compared to 31st March, 2017	Increase in Market capitalization of company by 16.98% compared between 31st March 2017 and 30th March 2018
[H] Price Earning Ratio as at 31st March, 2018 as compared to 31st March, 2017	Increase of 20%
[I] Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer	The company was listed as on 27th March 2017 at Rs 30 per equity share. The price per equity share on 31st March 2018 at closing bell was Rs 41 per share. The percentage increase is 36.67%.
(J) Average percentile increase already made in the salaries of employees other than the managerial personal in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof	Median Salary of non managerial staff has declined by 2.67% and the average salary of managerial staff has declined by 33% average.
(K) Comparison of the each KMPs Remuneration vis-a-vis the performance of the Company
Name of KMP	Remuneration of KMP (Rs in Lacs)	Net Profit of Company after tax (Rs in Lacs)
Mr. Anoop Kumar Bansal (Managing Director)	24.00	475.58
Mr. Anirudh Singhal (Chief Financial Officer)	6.50
Mr. Mayur Bhatt (Whole Time Director)	6.50
Mr. Sanjay Shah (Whole Time Director)	24.00
Ms. Itika Singhal (Company Secretary)	3.00
(L) The key parameters for any variable component of remuneration availed by the directors	No
(M) The ratio of the remuneration of the highest paid Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid Director during the year.	Highest paid Directors Remuneration (I) Rs 24,00,000	Remuneration of Ratio Employee receiving remuneration in excess of (I) 1.25

PARTICULARS OF EMPLOYEES

None of the employees of the Company is drawing remuneration, requiring disclosure of information under section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

REGULATORY ORDERS

During the year there was no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

WHISTLE BLOWER POLICY:

Pursuant to the Section 177(9) and (10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism for Directors and Employees to report the management about the unethical behavior, fraud, improper practice or violation of the Companyâs Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the Company. It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The mechanism provides adequate safeguards against victimization of employees and directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 & 142 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time and such other applicable provisions, M/s Begani & Begani, (FRN-010779C), Statutory Audit Firm were appointed as Auditors of the Company to hold office from the conclusion of 22nd Annual General Meeting (''AGM'') till the conclusion of the 27th AGM to 2022, at such remuneration including applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

AUDITORS'' REPORT

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

COST AUDITOR- NOT APPLICABLE

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s NILESH A. PRADHAN & CO. Practicing Company Secretary (COP. No. 3659) to undertake the Secretarial Audit of the Company for the 31st, March, 2018.

The Secretarial Audit Report for the financial year ended 31st March 2018 is included as Annexure MR-3 and forms an integral part of this report.

Responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Response to point No. 1

The Company has submitted the Annual Report to the Stock Exchange BEFORE DUE DATE i.e. as mentioned in Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Annual Report is available on BSE website, but advertently, it was uploaded before the prescribed due date. The company will take care of it next time and will file to BSE on time after Annual General Meeting.

Response to point No.2

There was 1 day delay in the Board Meeting for the quarter ended 30th September 2017, it was held on 15th November, 2017 instead of 14th November, 2017. This delay occurred inadvertently due to some miscalculation in estimating the number of days. The management ensures to take care of it in future.

Response to point No.3

The Company has transferred the Dividend declared on 1st August , 2017 for the year ended 31.03.2017 to the separate bank account as per the provisions section 123 of the Companies Act, 2013 on 8th August, 2017, since there were two holidays in between.

Response to point No.4

This delay occurred as there are various Bank formalities to open Bank account with the name of Unpaid Dividend Account- Sarthak Metals Limited in Bhilai (Remote Area). The management is working on it and will take care of it in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company or Joint Venture Company or Associate Company.

CORPORATE SOCIAL RESPONSIBILITY

The details of the Corporate Social Responsibility Policy framed and activities carried out thereunder are required to be disclosed in the format prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as Annexure-B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and ordinary course of business and on an armâs length pricing basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company.

Kindly note that the format for disclosures of transactions with related party are mentioned in Annexure AOC-2.

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

Management does not perceive any material changes occurred subsequent to the close of the financial year as on 31st March, 2018 before the date of report dated 1ST August, 2018, affecting the financial position of the Company in any substantial manner.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable. The Company is not energy intensive. Further, the Companyâs technology is indigenously developed and being constantly upgraded based on earnings of the promoters and employees.

(B) Foreign exchange earnings and Outgo:

Particulars	As on 01.04.2017 (In Rs.)	As on 31.03.2018 (In Rs.)
Foreign exchange earnings	5,71,99,953	24,21,80,995
Foreign Exchange Outgo	39,73,15,729	56,13,34,105

PUBLIC DEPOSITS

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

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/ EMPLOYEE STOCK OPTION SCHEME

At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or employee stock option scheme outstanding.

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence, disclosures regarding the same are not required to be given.

DISCLOSURE ON COST RECORDS MAINTENANANCE

The provisions with respect to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PR OHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with setting up of an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. The Company has not received any complaints during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to the Directorâs Responsibilities Statement, the Directors state and hereby confirm that:

(a) In the preparation of the annual accounts, 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

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

ACKNOWLEDGMENTS:

The Board of Directors wish to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and looks forward to a continued mutual support and co-operation.

FOR SARTHAK METALS LIMITED

Sd/-

(ANOOP KUMAR BANSAL)

(DIN No. 01661844)

Chairman & Managing Director

Place: Bhilai, Chhattisgarh

Date: 01.08.2018

Mar 31, 2017

The Directors have pleasure in presenting the 22nd Annual Report of SARTHAK METALS LIMITED along with the Audited Financial Statements for the year ended 31st March 2017.

FINANCIAL SUMMARY/HIGHLIGHTS

Our Company''s financial performance for the year under review has been encouraging and is summarized below:

(In lakhs)

Particulars	Current Year as on 31.03.2017	Previous Year as on 31.03.2016
Total Income	15,387.39	12,871.40
Less: Expenditure & Depreciation	14,799.98	12,331.98
Profit before Tax (PBT)	587.41	539.42
Less: Tax (including deferred tax)	192.39	182.39
Profit After Tax (PAT)	395.02	357.03

PERFORMANCE REVIEW

Iron & Steel sector has seen positive results in the past financial year after many years of poor performance. This is mainly due to two reasons, first being higher budget allocation by Central Government of on infrastructure expenditure and measures to stop cheap steel imports from China. Overall it has been a good year for your company. Our revenues have increased by 19.55% and EBIDTA by 11.93%. Earnings per share have also increased by 10.5% despite new shares being issued by the company. The growth has been steady despite many other players entering the market. We have been able to show good performance due to our client''s trust in our product and their readiness to pay a premium for the same.

DIVIDEND

The Board consider that the profits of the company are attributed to the trust of the shareholders in the management of the Company. Accordingly, the board proposed to declare a dividend of 5% per equity share and the same has been placed for approval of shareholders of the company in the forthcoming Annual General Meeting (AGM).

RESERVES

During the year under review, the Board in its meeting held on 29th May, 2017 has recommended an amount of Rs. 68,44,875 as proposed dividend. The above proposal has been recommended by the Board of Directors of the Company which needs to be approved by the shareholders at ensuing Annual General Meeting. The Company has transferred Rs. 3,20,00,000 to the securities premium account and no amount has been transferred to the Revaluation Reserve.

SHARE CAPITAL

The Paid-up Equity share capital of the Company as on 1st April, 2016 was Rs. 12,08,97,500 divided into 1,20,89,750 Equity Shares of Rs 10/- each. On 24th March 2017, the Company has issued 16,00,000 more shares worth Rs 10 each. The equity share capital thus, as on 31/03/2017 was Rs. 13,68,97,500.

SUCCESSFUL INITIAL PUBLIC OFFERING

At the beginning of the financial year, the Company was an unlisted private Company. With effect from 23rd August, 2016 the Company converted into a Public Limited Company. The Company has made an Initial Public Offer of 36,36,000 Equity Shares of Face Value of Rs.10 each for cash at a price of Rs. 30 per Equity Share (including a share premium of Rs. 20 per Equity share) ("Offer Price) aggregating to Rs.1090.80 Lakhs ("The Offer") consisting of a fresh issue of 16,00,000 Equity Shares aggregating to Rs. 480 lakhs (The "Fresh Issue) and an offer for sale of 20,36,000 Equity Shares by the selling shareholders aggregating to Rs. 610.80 lakhs ("Offer for Sale") vide Prospectus dated 25th February, 2017. The Company has successfully completed the Initial Public Offering (IPO) in the current year pursuant to the applicable SEBI Rules and Regulations. The IPO opened on 10th March, 2017 and closed on 17th March, 2017.

The Public Offer of the Company received an encouraging response from the investors and the public issue was oversubscribed. The Equity Shares of the Company have been listed on SME Platform of BSE Limited w.e.f 27th March, 2017.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 is attached in Annexure A appended to the Director''s Report.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the requirement of Key Managerial Personnel became applicable to the Company

- Mr. Chetan Kumar (DIN: 00327687) and Mrs. Rama Kohli (DIN: 01835824) were appointed as Independent Directors w.e.f 24.08.2016 of the Company pursuant to section 149 of the Companies Act, 2013 for a term of five years each from 24th August, 2016 to 23rd August, 2021 and that he/she will not be liable to retire by rotation. The appointment of Mr. Chetan Kumar and Mrs. Rama Kohli were approved by the shareholders at Extra Ordinary General Meeting on 26th August, 2016.

- In accordance with section 149 (7) of the Act, each Independent Director has given a written declaration to the company that he/she meets the criteria of independence as laid down under section 149(6) of the Act and clause 49 of the Listing Agreement/ Regulation 16(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

- Mr. Anoop Kumar Bansal (DIN: 01661844) was appointed as Managing Director of the company for a period of five years w.e.f 21.08.2016. The appointment was approved by the Board of shareholders of the Company at Annual General Meeting on 20 th August, 2016.

- Mr. Kishore Kumar Bansal (DIN: 03067387) resigned from the post of Whole Time Director of the company and continues as a normal Director of the Company w.e.f 16.08.2016.

- Mr. Mayur Bhatt (07586457) was appointed as Whole Time Director of the Company w.e.f. 24.08.2016 for a period of 3 years. The appointment was approved by the shareholders at Annual General Meeting on 20 th August, 2016.

- Mr. Sanjay Shah (00350967) was only a Director of the Company but w.e.f. 24.08.2016 he was appointed as Whole Time Director of the Company for a period of 3 years. The appointment was approved by the shareholders at Extra Ordinary General Meeting on 26th August, 2016

- Mr. Anirudh Singhal was appointed as Chief Financial Officer of the Company w.e.f. 24.08.2016. The appointment of Mr. Anirudh Singhal, Chief Financial Officer, was approved by the Board of Directors of the company at Board Meeting on 4th August, 2016.

- Ms. Brinda Sethi was appointed as Company Secretary of the Company w.e.f 12th August, 2016. She has resigned from the post of Company secretary of the Company w.e.f. 1st April, 2017.

- Mrs. Itika Singhal was appointed as a Company Secretary of the Company with the approval of Board in the Board Meeting w.e.f. 15th April, 2017.

MANAGEMENT DISCUSSION AND ANALYSIS:

REPORT ON CORPORATE GOVERNANCE:

DECLARATION BY INDEPENDENT DIRECTORS:

PERFORMANCE EVALUATIONOF BOARD, COMMITTEES & INDIVIDUAL DIRECTOR

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 8 (Eight) times in financial year 31st March, 2017.

S.No Date

1. 29.04.2016

2. 05.07.2016

3. 04.08.2016

4. 12.08.2016

5. 24.08.2016

6. 10.12.2016

7. 10.02.2017

8. 23.03.2017

MEETINGS OF INDEPENDENT DIRECTORS:

The Company''s Independent Directors shall meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to (i) review the performance of Non-Independent Directors and the Board as a whole, (ii) review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and (iii) to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board.

AUDIT COMMITTEE

The Audit Committee was constituted in the Board Meeting and consists of the following Directors:

1. Mr. Chetan Kumar Chairman

2. Ms. Rama Kohli Member

3. Mr. Kishore Kumar Bansal Member

NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted in the Board Meeting and Composition of the Committee is as under:

1. Mr. Chetan Kumar Chairman

2. Ms. Rama Kohli Member

3. Mr. Kishore Kumar Bansal Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted in the Board Meeting and Composition of the Committee is as under:

1. Mr. Chetan Kumar Chairman

2. Ms. Rama Kohli Member

3. Mr. Kishore Kumar Bansal Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Stakeholders Relationship Committee was constituted in the Board Meeting and Composition of the Committee is as under:

1. Mr. Chetan Kumar Chairman

2. Ms. Rama Kohli Member

3. Mr. Kishore Kumar Bansal Member

NOMINATION & REMUNERATION POLICY OF THE COMPANY:

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

ANALYSIS OF REMUNERATION

The details of remuneration paid to Directors and Key Managerial Personnel is given in extract of Annual return attached with this report.

Names and Positions	[A] Ratio of Directors'' Remuneration to the median Remuneration of Employees	[B] Percentage (%) increase in Remuneration
MR. CHETAN KUMAR (INDEPENDENT DIRECTOR & CHAIRPERSON	NIL	Not Applicable
MS. RAMA KOHLI (INDEPENDENT DIRECTOR)	NIL	Not Applicable
MR. ANOOP KUMAR BANSAL (MANAGING DIRECTOR	31.54 Times	Not Applicable
MR. MAYUR BHATT (WHOLE TIME DIRECTOR)	9.33 Times	Not Applicable
MR. KISHORE KUMAR BANSAL (DIRECTOR)	13.14 Times	Not Applicable
MR. SANJAY SHAH (WHOLE TIME DIRECTOR)	31.54 Times	Not Applicable
MR. ANIRUDH SINGHAL (CHIEF FINANCIAL OFFICER)	5.69 Times	Not Applicable
MS. BRINDA SETHI (COMPANY SECRETARY)	1.16 Times	Not Applicable

The median remuneration of employees of the Company during the financial year was Rs. 1,14,144 p.a. Please note that only those persons who were employees as on 31st March 2017 have been considered for the calculation of the median salary. Further, no bonus payments have been considered for these calculations.

[C] Percentage increase in the median Remuneration of Employees	Since, this is the first year of listing for the company, the median remuneration for last year was not calculated. Hence, the percentage increase cannot be calculated.
[D] Number of permanent Employees on the rolls of Company	100 as on 31st March 2017
[E] Explanation on the relationship between average increase in Remuneration and Company performance	Please refer Point C above
[F] Comparison of the Remuneration of the Key Managerial Personnel against the performance of the Company	The Remuneration of the Key Managerial personnel has personnel has declined 13% and the company''s turnover has increased by 19.5%. Further, the company''s EPS has also increased by 10.5%.
[G] Variations in the Market Capitalization of the Company as at 31st March, 2017 as compared to 31st March, 2016	The Company was not listed, as on 31st March 2016 therefore, market capitalization cannot be compared.
[H] Price Earning Ratio as at 31st March, 2017 as compared to 31st March, 2016	Increase of 10.5%
[I] Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer	The company was listed as on 27th March 2017 at Rs 30 per equity share. The price per equity share on 31st March 2017 at closing bell was Rs 35.05 per share. The percentage increase is 16.83%.
(J) Average percentile increase already made in the salaries of employees other than the managerial personal in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof	Please refer Point C above.
(K) Comparison of the each KMPs Remuneration vis-a-vis the performance of the Company
Name of KMP	Remuneration of KMP (Rs in Lacs)	Net Profit of Company after tax (Rs in Lacs)
Mr. Anoop Kumar Bansal (Managing Director)	39.00	395.02
Mr. Anirudh Singhal (Chief Financial Officer)	8.00
Mr. Mayur Bhatt (Whole Time Director)	12.15
Mr. Sanjay Shah (Whole Time Director)	39.00
Ms. Brinda Sethi (Company Secretary)	0.84
(L) The key parameters for any variable component of remuneration availed by the directors	No
(M) The ratio of the remuneration of the highest paid Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid Director during the year	Highest paid Directors Remuneration (I) Rs 39,00,000	Remuneration of Ratio Employee receiving remuneration in excess of (I) Not Applicable

PARTICULARS OF EMPLOYEES

REGULATORY ORDERS

During the year there was no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

WHISTLE BLOWER POLICY:

STATUTORY AUDITORS

In accordance with the provisions of Section 139 & 142 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time and such other applicable provisions, M/s Begani & Begani, (FRN-010779C), Statutory Audit Firm be and is hereby appointed as Auditors of the Company in place of B. Vishwanath & Co., Chartered Accountant (FRN- 007875C) to hold office from the conclusion of this Annual General Meeting (''AGM'') till the conclusion of the 27th AGM to 2022 (subject to ratification of their appointment at every AGM, if so required under the Act), at such remuneration including applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

AUDITORS'' REPORT

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts. The observations comments and notes of Auditor are self-explanatory and do not call for any further explanation/clarification

COST AUDITOR- NOT APPLICABLE SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the rules made there under, the Company has appointed M/s NILESH A. PRADHAN & CO. Practicing Company Secretary (COP. No. 3659) to undertake the Secretarial Audit of the Company for the 31st, March, 2017.

The Secretarial Audit Report for the financial year ended 31st March 2017 is included as Annexure MR-3 and forms an integral part of this report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company or Joint Venture Company or Associate Company.

CORPORATE SOCIAL RESPONSIBILITY

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Details of related party transactions are required to be disclosed.

Kindly note that the format for disclosures of transactions with related party are mentioned in Annexure AOC-2.

Management does not perceive any material changes occurred subsequent to the close of the financial year as on 31st March, 2017 before the date of report dated 29th May, 2017, affecting the financial position of the Company in any substantial manner.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable. The Company is not energy intensive. Further, the Company''s technology is indigenously developed and being constantly upgraded based on earnings of the promoters and employees.

(B) Foreign exchange earnings and Outgo:

Particulars	As on 01.04.2016 (In Rs.)	As on 31.03.2017 (In Rs.)
Foreign exchange earnings	19,63,37,981.50	5,71,99,953
Foreign Exchange Outgo	33,57,83,332	39,73,15,729

PUBLIC DEPOSITS

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/ EMPLOYEE STOCK OPTION SCHEME

At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or employee stock option scheme outstanding.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PR OHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. The Company has not received any complaints during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to the Director''s Responsibilities Statement, the Directors state and hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(d) The directors have prepared the annual accounts on a going concern basis; and

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

ACKNOWLEDGMENTS:

FOR SARTHAK METALS LIMITED

Sd/

(ANOOP KUMAR BANSAL)

(DIN No. 01661844)

Chairman & Managing Director

Place: Bhilai, Chhattisgarh

Date: 23.06.2017

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