Dear Members,

Your Directors have great pleasures in presenting you the Thirty Four (34^th) Annual Report of the Company together with the Audited Financial Result for the year ended on March 31, 2024.

The Operating results of your Company for the period under review are as follows:

Your Company has generated a good revenue in comparison with that of previous year. The Company has registered total operating revenue of Rs. 7529.98 Lacs for the year ended 31^st March, 2024 as compared to Rs. 9796.32 Lacs in the Previous Year. The Net Profit for the year stood at Rs. 195.63 Lacs for the year ended 31^st March, 2024 against Rs. 206.09 Lacs reported in the Previous Year.

The company has issued and issued 5870600 equity shares by way of Preferential Allotment in the year 2023-24.

No other material changes or commitments have occurred between the end of the Financial Year and the date of this Report which affect the financial statements of the Company in respect of the Financial Year.

The Board, in its meeting has decided not to declare dividend for the financial year ended March 31, 2024.

The Statutory disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules, 2014. Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been made herein after paragraphs.

As per SEBI (LODR) Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this. The Company has devised proper systems to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) from the public or the members and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Pursuant to provisions 134(3)(i) of the Companies Act, 2013, the Company has not proposed to transfer any amount to general reserves account of the Company during the year under review.

The company has issued and allotted 5870600 equity shares by way of Preferential Allotment during the year 2023-24.

The paid-up Equity Share Capital as at March 31, 2024 stood at Rs 25,00,00,000, comprising 2,50,00,000 Equity Shares each of Rs.10.

The company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

As on March 31, 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.

The Company does not have any Subsidiary Company or Associate Company as at 31^st March, 2024, hence, the statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is not applicable to your Company.

The Management Discussion and Analysis Report as required under Regulation 2015 is set out in the Annexure-I to this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your and Indian Alluminium industry, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2023-2024.

The copy of Annual Return is available on the website of the company as per section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, and the link of the website is https://www.sacheta.com/

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has not granted any loans, or provided any guarantees and made any investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (meeting of Board and its Powers) Rules, 2014, during the year under review, hence no disclosure with respect to such loans, guarantee and investments made are required to be given.

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

The detailed report on Corporate Governance for the financial year from 01.04.2023 to 31.3.2024 on the line of requirements of SEBI (LODR) Regulations appears in the Annexure-III to the Directors Report and forms a part of this Annual Report.

The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report. During the year under review, Nine (9) board meetings were held:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed hereto and forms a part of this Report as Annexure-IV.

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has zero tolerance towards sexual harassment of women at work place. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

During the year under review, no complaints with allegations of sexual harassment were received by the Company. To build awareness in this area, the Company has been conducting induction/refresher programmes in the Company on a continuous basis.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions, which is available on the Company’s website www.sacheta.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s length Price.

All Related Party Transactions entered during the year were in Ordinary Course of Business and at the Arm’s Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement were entered during the year under review.

As all transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Therefore, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable to the Company hence not provided.

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI(LODR) 2015, includes an Ethics and Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company’s website www.sacheta.com

The remuneration paid to the Directors and Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act., 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015(including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.) in respect of Directors/employees of the Company is furnished in below and set out in the

Annexure-V

i. Non-Executive Directors have waived sitting fees for attending the Board Meeting, or any other receipt. ii. Managing Director, Executive Directors, Other Key Managerial personnel and Senior Management will involve a balanced between fixed and incentive pay reflecting short and long term performance objectives appropriate to working of the company and its goals.

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on www.sacheta.com

The Company believes that the Board needs to have an appropriate mix of executive, non-executive and Independent Directors to maintain its independence and separate its functions of governance and management. As on 31st March, 2024, our Board comprise of eight members consisting four Executive Directors and four Independent Directors.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are: Mr. Satishchandra K. Shah, Managing Director, Mrs. Chetaben S. Shah, Jt. Managing Director, Mr. Dashrathbhai K. Patel, Chief Financial Officer and Ms. Vibha Banger, Company Secretary & Compliance Officer.

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

Pursuant to the recent amendment to Section 139 of the Act effective May 7, 2018, ratification by Shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment.

M/s. Kiran & Pradip Associates, Chartered Accountants, Ahmedabad (FRN: 0112577W) has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company for the FY 2023-24.

In terms of the SEBI (LODR) Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors’ Report for FY 2023-24 on the financial statement of the Company forms part of this Annual Report.

The Statutory Auditors’ report on the financial statements for FY 2023-24 does not contain any qualifications, reservations or adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act. The observations made by the Auditors’ in their report are self-explanatory and therefore, do not call for any comments.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jaymeen Trivedi (Proprietor of M/s. Jaymeen Trivedi & Associates, Ahmedabad), FCS-10035, Company Secretary in Practice, to carry out the Secretarial Audit of the Company. The Report of the Secretarial Audit for FY 2023-24 is attached herewith as Annexure-VI There is a qualifications, observations or adverse remark or disclaimer in the said report which require any clarification/ explanation.

1. Company will comply with the provision of section 138 of the Companies Act, 2013.

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board.

Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.

However, the provisions of SEBI (LODR) Regulations, 2015 on Risk Management is not applicable to the Company, as the practice of good Corporate Governance, the Company has internal structure for review of risk assessment in the leadership of the Managing Director. The function of the internal structure on risk management is to implement and monitor the risk management plan for the Company and to monitor and review the risk management plan and ensuring its effectiveness. The major risks affecting business of the Company are identified and functions are systematically addressed through mitigating actions on a continuing basis.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board 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 based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the 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.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance Evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The details in respect of internal financial control and their adequacy are included in the Discussion and Analysis, which is a part of this report.

All the properties of the Company have been adequately insured.

As required under Section 134(3)(c) of the Companies Act, 2013 your Directors’ confirm that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed. ii. 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 as on March 31, 2023 and of the profit of the Company for that period. iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. The Annual Accounts have been prepared on a going concern basis.

v. Internal financial control has been laid down and followed by the company and that such controls are adequate and are operating effectively. vi. Proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Your directors take this opportunity to express their deep sense of gratitude for the valuable assistance and cooperation extended by the Government Authorities, Bankers, Vendors, Customers, Advisors, the General Public and for the valued contribution, efforts and dedication shown by the Company Employees, Officers, and the Executives at all levels. Your directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company.