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You can view full text of the latest Director's Report for the company.

BSE: 544170ISIN: INE0QXT01018INDUSTRY: Ferro Alloys

BSE   ` 32.12   Open: 31.85   Today's Range 31.85
32.12
+0.37 (+ 1.15 %) Prev Close: 31.75 52 Week Range 29.22
54.00
Year End :2025-03 

Your directors take pleasure in presenting the 3rd (Third) Annual Report along with the Audited Financial Statements and Auditors'
Report for the year ended March 31, 2025.

1. FINANCIAL HIGH LIGHTS

The following are the financial results of the Company for the year ended on March 31, 2025:

Particulars

Standalone 2024-25

Standalone 2023-24

Consolidated 2024-25

Consolidated 2023-24

Revenue from Operations

3768.93

1631.69

6515.61

4073.08

Other Income

0.87

-

0.96

-

Less: Expenses

(3465.34)

(1490.02)

6011.63

3784.36

Profit/!Loss) Before Tax

304.47

141.67

504.94

288.72

Less: Tax Expenses

84.04

36.42

133.51

72.38

- Current Tax

80.82

36.83

133.50

73.85

- Deferred Tax

3.22

(0.41)

0.01

(1.47)

Profit/(Loss) for the year

220.43

105.25

371.43

216.34

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

The Key highlights pertaining to the business operations of the Company for the year 2024-25 have been given hereunder:

For Standalone (Amount in Lakhs):

• The total revenue from operation of the Company during the financial year 2024-25 is Rs. 3769.80.

• The total expenses of the Company during the financial year 2024-25 is Rs. 3465.34.

• The Company has earned net profit of Rs. 220.43.

For Consolidated (Amount in Lakhs):

• The total revenue from operation of the Company during the financial year 2024-25 is Rs. 6516.57 (in lakhs) against
the previous year's revenue of Rs. 4073.08 (in lakhs).

• The total expenses of the Company during the financial year 2024-25 is Rs. 6011.63 (in lakhs) against the previous
year's expenses of Rs 3784.36 (in lakhs).

• The Company has earned net profit of Rs. 371.43 (in lakhs) against the previous year's Profit of Rs. 216.34 (in lakhs).

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

3. DIVIDEND:

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

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

4. RESERVES:

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

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

6. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL/CDSL. The ISIN No.
allotted is INEOQXT01018.

7. DEPOSITED

During the year under review, the Company has neither accepted nor renewed any deposits falling within the purview of
Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014 as amended
from time to time, and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits,
covered under Chapter V of the Act is not required to be given.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company holds Bhagat Marketing Private Limited as wholly owned subsidiary company, and Dhruvish Metal Industries LLP
as wholly owned subsidiary. Hence, declaration regarding the same is attached hereby in
Annexure 1.

9. SHARE CAPITAL:

During the year under review, The Authorized Share Capital of the Company is increased from existing Rs. 7,50,00,000/-
(Rupees Seven Crore Fifty Lakh Only) divided into 75,00,000 (Seventy-Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each
to Rs. 14,00,00,000/- (Rupees Fourteen Crore Only) divided into 1,40,00,000 (One Crore Forty Lakhs) Equity Shares of Rs. 10/-
(RupeesTen) Equity Shares of Rs. 10/- (Rupees Ten) each.

The Company had issued 66,40,000 (Sixty-Six Lakh Forty Thousand) Fully Convertible Equity Warrants at an issue price Rs. 55.50/
each on a preferential basis pursuant to the approval of the shareholders obtained through the Extraordinary General Meeting
held on February 01, 2025. Against the said warrants, the Company has allotted:

• 26,50,000 (Twenty-Six Lakh Fifty Thousand) Equity Shares on April 05, 2025;

• 27,90,000 (Twenty-Seven Lakh Ninety Thousand) Equity Shares on April 23, 2025; and

• 4,75,000 (Four Lakh Seventy-Five Thousand) Equity Shares on April 25, 2025, pursuant to the resolutions passed by
the Board of Directors in their respective meetings.

Accordingly, the paid-up share capital of the Company stands increased from ^6,61,77,100/- (Rupees Six Crore Sixty-One Lakh
Seventy-Seven Thousand One Hundred Only) divided into 66,17,710 (Sixty-Six LakhSeventeen Thousand Seven Hundred and Ten)
equity shares of ^10/-(Rupees Ten) each to T 12,53,27,100/- (Rupees Twelve Crore Fifty-Three Lakh Seventy-Seven Thousand One
Hundred Only) divided into 1,25,32,710 (One Crore Twenty-Five Lakh Thirty-Two Thousand Seven Hundred and Ten) equity shares
of ^10/- (Rupees Ten) each.

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

The Company has received Listing and Trading Approval for 59,15,000 (Fifty-Nine Lakh Fifteen Thousand) Equity Shares of face
value ^10/- (Rupees Ten Only) each, issued at a premium of ^45.50/- (Rupees Forty-Five and Paise Fifty Only) per share, pursuant
to the conversion of Fully Convertible Equity Warrants. The said approvals were received on June 11, 2025, and July 22, 2025,
respectively.

11. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as
Annexure-3
forming part of this Report.

12. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return
as of March 31, 2025, on its website https://www.saiswamimetals.com/index.html.

13. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of
remuneration of Rs 2.5 lakh per month (avg.) or Rs. 29.94 Lakhs per annum on the standalone basis and remuneration of Rs
3.6 lakh per month (avg.) or Rs. 44.03 Lakhs per annum on the consolidated basis.

14. STATUTORY AUDITORS:

M/s. Abhishek Kumar & Associates, Chartered Accountants (Firm Registration No. 130052W), Ahmedabad, have tendered their
resignation from the office of Statutory Auditors of the Company with effect from December 30, 2024. Consequently, M/s. Patel
Jain & Associates, Chartered Accountants (Firm Registration No. 129797W), were appointed as the Statutory Auditors of the
Company to fill the casual vacancy caused by the said resignation, at the Extraordinary General Meeting held on February 01,
2025.

It is now proposed to appoint M/s. Patel Jai & Associates, Chartered Accountants (FRN: 129797W), as the Statutory Auditors of
the Company for a term of five consecutive financial years, from the conclusion of this 3rd Annual General Meeting until the
conclusion of the 7th Annual General Meeting (FY 2028-29).

The proposed Statutory Auditors have confirmed that they meet the eligibility criteria and are independent as required under
the provisions of the Companies Act, 2013, and the rules made thereunder, as well as other applicable laws, guidelines, and
regulations.

15. AUDITOR'S REPORT AND BOARD'S COMMENTS THEREON:

The Statutory Auditors of the Company have submitted the Audit Report for the financial year 2024-25. The Auditor's report
does not contain any qualification, reservation and adverse remarks. The notes on financial statement referred to in the
Auditor's report are self-explanatory and do not call for any comments.

16. DISCLOSURE OF ACCOUNTING TREATMENT:

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

17. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to
Corporate Governance Disclosure is not applicable to the Company listed on the SME platform. Hence, the Company is not
required to make disclosures in the Corporate Governance Report.

18. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR)
Committee and matters relating to it is not applicable to Company. Hence, there is no information regarding the same.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of Board of Directors and Key Managerial Personnel and changes of the Company therein, for the Financial Year

9H94.-9^ anrl ac nn rtato nf thic Ronnrt arc* ac fnllnurc*

S.N.

Name of Directors and Key Managerial Personnel

Category and Designation

Date of
Appointment

Date of
Cessation

1

Nipun Anantlal Bhagat

Managing Director

23/09/2022

2

Kashmira Dhirajbhai Mehta

CFO & Whole-time director

23/09/2022

3

Nilesh Pravinkumar Kapadia

Director

22/04/2023

27/12/2024

4

Devang Kishor Buddhdev

Director

03/05/2023

27/12/2024

5

Vidhi Dilipkumar Mehta

Company Secreta ry

21/06/2023

-

6

Himansu Bhanubhai Chalishazar

Director

05/06/2023

27/12/2024

7

Rupesh Kumar Mittal

Additional Director

04/01/2025

01/08/2025

8

Twinkle Bipinchandra Gajjar

Additional Director

27/12/2024

20/03/2025

9

Kriya Dipakbhai Shah

Additional Director

27/12/2024

-

10

Vaibhavi chamanbhai Patel

Additional Director

27/12/2024

-

11

Sakshi Dwivedi

Additional Director

20/03/2025

-

During the Year under review, Mr. NileshPravinkumar Kapadia (DIN: 10128053), Mr. DevangKishor Buddhdev (DIN:10145848),
Mr. Himansu Bhanubhai Chalishazar (DIN: 00527586), Ms. Twinkle BipinchandraGajjar(DIN: 10886216) and Mr. Rupesh Kumar
Mittal (DIN: 01036455) have tendered their resignation.

Also in this forthcoming AGM, Proposal is made to regularize the appointment of Ms. Kriya Dipakbhai Shah (DIN: 10714962),
Ms. Vaibhavi Chamanbhai Patel (DIN: 10886214) and Ms. Sakshi Dwivedi (DIN: 11002230) from Additional Directors to
Directors of the Company.

Also, in accordance with the provisions of the Companies Act, 2013 and the Article of Associations of the Company, Mr. Nipun
Anantlal Bhagat (DIN: 00065495), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. The Board recommended his re-appointment.

A brief profile of the Directors who are being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015
and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

As per the requirement of section 134(3)(d) of the Companies Act, 2013, the Company states that it has received the
Declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013.

20. APPOINTMENT OF COMPANY SECRETARY

The Board of Directors duly complied with the Regulation 6 of the SEBI (Listing Obligations and Disclosures Requirements)
Regulation, 2015, in order to appoint Vidhi Dilipkumar Mehta, Company Secretary, as a Whole Time Company Secretary and
Compliance Officer of the company to meet up with the grievance of the company and investors thereto.

21. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 11 times during the financial year under review.

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and the
Secretarial Standard-1 and MCA Circulars. The prescribed quorum was presented for all the Meetings.

22. DISCLOSURE RELATING TO REMUNERATION:

The provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 do apply for the FY 2024-25 as the company was listed on May 08, 2024.
Accordingly, details with respect to remuneration of employees are applicable which are as under:

1&2. The ratio of the remuneration of each director to the median remuneration of the employees of the company
for the financial year; and the percentage increase in remuneration of each director. Chief Financial Officer, Chief
Executive Officer. Company Secretary or Manager, if any. in the financial year 2024-25 is as under:

Sr.

No.

Name of Director, KMP & Designation

% increase/decrease in
Remuneration in the
Financial Year 2024-25

Ratio of remuneration of each
Director/ to median
remuneration of employees

AMOUNT OF
SALARY

1

BHAVESH SHAH

Nil

5,00,000/-

2

VIDHI SHAH

Nil

4,20,000/-

3

SHANTILAL

Nil

2,71,515/-

4

CHI RAG GAWARE

Nil

2,00,000/-

5

RAJESHBHAI

Nil

1,56,670/-

6

VASHU

Nil

1,22,545/-

7

MORE KAMLESHBHAI GANPATBHAI

Nil

1,05,345/-

8

JAGANNATH JENA

Nil

85,050/-

9

APARTIKPRADHAN

Nil

84,250/

10

DESHRAJ BHATI

Nil

82,150/-

3. The median remuneration of employees of the Company during the financial year 2024-25 was Rs. 83,200/-.

4. Number of Permanent Employees on the rolls of Company as on 31st March, 2025 : 18

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

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

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided in above.

23. COMMITTEES OF THE BOARD

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1) Audit Committee.

2) Nomination and Remuneration Committee.

3) Stakeholders Relationship Committee;

Constitute of Committees are asunder:

a. Audit Committee:

Constitution:

Name

Designation in the
Committee

Nature of Directorship

Ms. Kriya Dipakbhai Shah

Chairperson

Non-Executive and Independent Director

Ms. Sakshi Dwivedi

Member

Non-Executive and Independent Director

Mr. Nipun Anantlal Bhagat

Member

Executive and Non-Independent Director

The term of reference:

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

ii. Review and monitor the auditor's independence and performance, and effectiveness of audit process.

iii. Examination of the financial statement and auditor's report thereon.

iv. Approval or any subsequent modification of transactions of the company with related parties.

v. Scrutiny of inter-corporate loans and investments.

vi. Valuation of undertakings or assets of the company, wherever it is necessary.

vii. Evaluation of internal financial controls and risk management systems.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. The Audit Committee may call for the comments of the auditors about internal control system, the scope of audit,
including the observations of the auditors and review of the financial statement before their submission to the
Board and may also discuss any related issue with the internal and statutory auditors and the management of the
company.

x. The Audit Committee shall have authority to investigate into any matter in relation to the items specified above
in (i) to (iv)or referred to it by the Board and for this purpose shall gave power to obtain professional advice from
external sources and have full access to information contained the records of the company.

xi. The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the
Audit Committee when it considers the auditor's report but shall not have the right to vote.

xii. The Board's report under sub-section (3) of section 134 shall disclose the composition of Audit Committee and
where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed in
such report along with the reasons thereof.

xiii. The victims/persons who use vigil mechanism can direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases.

b. Nomination and Remuneration Committee:

r nnctitutinn*

Name

Designation in the

Nature of Directorship

Committee

Ms. Kriya Dipakbhai Shah

Chairperson

Non-Executive and Independent Director

Ms. Sakshi Dwivedi

Member

Non-Executive and Independent Director

Ms. Vaibhavi Chamanbhai Patel

Member

Non-Executive and Independent Director

The term of reference:

i. To identify persons who are qualified to become Directors and who may be appointed in senior management
in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall
carry out evaluation of every Director's performance.

ii. Toformulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and
other employees.

iii. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully.

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and

3. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate to
the working of the company and its goals:

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

v. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board
from time to time.

vi. Make reports to the Board as appropriate.

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

viii. Any other work and policy related and incidental to the objectives of the committee as per provisions of the
Act and rules made thereunder.

c. Stakeholders Relationship Committee:

Constitution:

Name

Designation in the
Committee

Nature of Directorship

Ms. Kriya Dipakbhai Shah

Chairperson

Non-Executive and Independent Director

Ms. Sakshi Dwivedi

Member

Non-Executive and Independent Director

Ms. Kashmira Dhirajbhai Mehta

Member

Executive and Non-Independent Director

24. SECRETARIAL STANDARDS

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

25. COST AND SECRETARIAL AUDIT APPLICABILITY
cost AUDrr

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

INTERNAL AUDIT:

The Company was required to appoint Internal Auditor as per section 138(1) of Companies Act, 2013 and Rule 13 of Companies
(Accounts) Rules, 2014 and the same is duly complied by the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS and Co. LLP, to conduct Secretarial Audit of the
Company forthe FY 2024-25.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025, is enclosed to this Report as

Annexure -4. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor.

26. GENERAL:

During the year;

i) The Company does not have any ESOP scheme for its employees / Directors;

ii) The Company has not bought back any of its securities;

iii) The Company has not issued any Sweat Equity Shares;

27. FORMAL ANNUAL EVALUATION

Pursuant to the provision of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation its
own performance, performance of individual directors, Board Committees, including the Chairman of the Board on the basis
of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties
and obligation etc. was carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

28. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

29. DIRECTORS' RESPONSIBIUTY STATEMENT

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

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

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March
31, 2025 and of the profit of the Company for that year;

C. The Directors have taken proper and sufficient careforthe 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 laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operate effectively.

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

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

There were no loans, guarantees or investments made by your Company under the provisions of Section 186 of the Companies
Act, 2013 during the period under review. However, the details related to Loan/Guarantee or investment for earlier period is
given in the note of Financial Statements.

31. RELATED PARTY TRANSACTION

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arm's
length basis. The Company had entered into any contract/arrangement/transactions with related parties which could be
considered material. Hence, the Company is required to attach Form AOC-2 pursuant to section 134 (3) (h) of the Companies
act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 as
Annexure -2.

32. INSURANCE

All the properties and insurable interests of the Company to the extent required adequately insured.

33. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESAL) ACT, 2013

There was no case filed during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee. Further, the Company ensures that
there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe
and secure environment for women employee.

34. RISKS MANAGEMENT POLICY

The Company has a Risk Management Policy, which periodically assesses the threats and opportunities that will impact the
objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause,
impact, treatment and control measures. As part of the Risk Management Policy, the relevant parameters for protection of
the environment, safety of operations and health of people at work are monitored regularly. Your Company has a Risk
Management Policy in place and is available on the Company's website at
https://www.saiswamimetals.com/index.html.

35. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's Policy requires
conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations
and preservation of natural resources.

36. VIGIL MACHANISM/WHISTLEBLOWER

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report
their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.
The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee. Your Company has a Vigil Mechanism Policy in place and is available on the Company's
website at https://www.saiswamimetals.com/index.html.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any Regulators or Courts or Tribunals, impacting the going concern
status of the Company and its future operations.

38. DETAILS ON CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated
under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 during the year are as stated
below:

(A) Conservation of energy - NIL

(B) Technology absorption - NIL

(C) Foreign Exchange Earnings & outgo: -

Particulars

For Financial year Ended
March, 2025

For Financial
year Ended
March, 2024

Foreign Exchange Earnings

NIL

NIL

Foreign Exchange Outgo

NIL

NIL

39. GEN ERAL SHAREHOLDER’S INFORMATION
Extra Ordinary General Meeting:

There was one Extra Ordinary General Meeting held on February 01, 2025, duringthe year under consideration.

Annual General Meeting:

3rd Annual General Meeting of the Members of the Company will be held through Video Conferencing ("VC") / Other Audiovisual
Means (OAVM) on Friday, 19th September, 2025 at 3.00 PM 1ST.

Listing on Stock Exchange:

The Company's shares are listed on Bombay Stock Exchange of India on BSE Emerge platform w.e.f May 08, 2024.

Address: Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai- 400001.

BSE Scrip code: 544170

Registrar and Transfer Agent (RTA):

Share transfer and all other Investor's/Shareholder's related activities are attended and processed by our Registrar and Transfer
Agent. For lodgment of transfer deeds and any other documents, investors may contact Bigshare Services Pvt. Ltd, Office No S6-
2, 6th floor, Pinnacle Business Park, next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai-400093, India Email id:
info(S>bigshareonline.com. Hov/ever, shareholders holding shares in the electronic mode should address all correspondence to
their respective Depository Participants.

40. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under report, no application was made against the Company nor any proceeding is pending against the
Company under the Insolvency and Bankruptcy Code, 2016.

42. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES
ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential
for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual
Return of the company.

43. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of accounts for the financial year ended March 31, 2025
which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the softwares.

44. FRAUD'S REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S 143(12)

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the
financial year 2024-2025.

45. ACKNOWLEDGEMENT

Your directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by
the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful
management of the Company's affairs. The Directors also take this opportunity to thank all the Stakeholders, Investors, Clients,
Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

FOR SAI SWAMI METALS AND ALLOYS LIMITED

Sd/- Sd/-

NIPUN ANANTLAL BHAGAT KASHMIRA DHIRAJBHAI MEHTA

Date: 28.08.2025 Chairman cum Managing Director Whole-time Director

Place: Ahmedabad DIN: 0006549S DIN: 00522086