Sacheta Metals Ltd

All
Important
Financial Update
Fund Raise
Board Meeting
Dividend/Bonus
JV/Acquisition
Investor Meet
Insider Trade
Pledging
Others

Download our app

Get the best experience on mobile

Join 5K+ users on Alpha Tribe

08-08-2025 | 07:03 am

SACHETA METALS LTD

(GOVT. RECOGNISED EXPORT HOUSE)

MFRR & EXPORTER OF ALU & ST. STEEL KITCHENWARE CUTLERY & HOUSEWARE ITEMS

REGD. OFFICE: BLOCK NO. 33, SACHETA UDYOG NAGAR, VILLAGE MAHIYAL, TALOD, SABARKANTHA, PRANTIJ,

GUJARAT,383215

CORPO. OFF: SEJ PLAZA BLDG, 502/5TH FLOOR, MARVE ROAD, NEAR NUTAN SCHOOL, MALAD WEST, MUMBAI‐

400064, MAHARASHTRA

TEL NO: 00 91 22 28725948 /

E‐MAIL: sacheta@sacheta.com,WEB SITE: www.sacheta.com

CIN NO. L51100GJ1990PLC013784

Date: 08th August, 2025

To,

The Listing Department,

BSE Limited.

PJ Towers, Dalal Street,

Mumbai - 400 001

Sub: Submission of Notice of 35th Annual General Meeting scheduled to be held on 06th

September, 2025.

Script Code: 531869

Dear Sir/Madam,

We would like to inform you that 35th Annual general Meeting of the members of the Company is

scheduled to be held on Saturday, 06th September,2025 at 11.00 A.M. at the registered office of the

Company at Block No. 33, Sacheta Udyognagar, Village: Mahiyal Tal: Talod, Dist.: Sabarkantha

(Gujarat) 383215

We are enclosing herewith Copy of Notice of the aforesaid AGM for you information and records

Kindly take the above on records.

Thanking you,

FOR SACHETA METALS LIMITED

PRANAV SHAH

DIRECTOR

DIN: 06949685

----------------Page (0) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

SACHETA METALS LIMITED

CIN: L51100GJ1990PLC013784

Regd. Office: Block No.33, Sacheta Udyognagar

Village: Mahiyal, Tal: Talod, Dist. Sabarkantha. Gujarat-383215

NOTICE

Notice is hereby given that Thirty-Fifth (35th) Annual General Meeting of the Members of SACHETA

METALS LIMITED will be held on Saturday, 06th September, 2025 at 11.00 a.m. at the Registered office

of the Company at BLOCK NO. 33, SACHETA UDYOG NAGAR, VILLAGE MAHIYAL, TALOD,

SABARKANTHA, Talod M Y, Sabarkantha, Prantij, Gujarat, India, 383215 to transact the following

business:

ORDINARY BUSINESS:

1. To receive, consider and approve the audited financial statements of the Company for the Financial

Year ended 31st March, 2025 including audited balance sheet, statement of profit and loss account

and Cash Flow Statement together with the notes for the year ended on that date and the Reports

of the Board of Directors and Auditors thereon.

2. To appoint a director in place of Mr. Ankit Satishkumar Shah (DIN: 00237217) who retires by

rotation and, being eligible, offers himself for re-appointment.

3. To appoint M/s. Murali & Venkat as Statutory Auditor of the company for a term up to Five

consecutive years to hold office from the conclusion of this annual general meeting till the

conclusion of annual general meeting of the company to be held in the year 2030.

SPECIAL BUSINESS:

4. Appointment of M/s. Jaymeen Trivedi & Associates, Practicing Company Secretary as

Secretarial Auditor of the company:

To consider and, if thought fit, to pass, with or without modification(s) the following resolution as

an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 204(1) of the Companies Act, 2013

read with Rule 9 of the Companies (Appointment and Remuneration Managerial Personnel) Rules,

2014 and other applicable provisions if any, of the Companies Act, 2013, consent of the members

be and is hereby given to appoint Mr. Jaymeen Trivedi, Proprietor of M/s. Jaymeen Trivedi &

Associates, Practicing Company Secretary as Secretarial Auditors of the Company for a term up to

the five consecutive years, to hold office from the conclusion of this annual general meeting till the

conclusion of annual general meeting of the company to be held in the year 2030 at a remuneration

to be fixed by the Board of Directors of the Company or any Committee of the Board of Directors

(‘the Board’).

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any one

Director of the Company be and is hereby authorized, on behalf of the Company, to do all acts,

deeds, matters and things as deem necessary, proper or desirable and to sign and execute all

necessary documents, applications and returns for the purpose of giving effect to the aforesaid

resolution along with filing of necessary E-forms with Registrar of Companies."

5. Re-appointment of Mr. Satish Keshavlal Shah as Managing Director

To consider and, if thought fit, to pass, with or without modification(s) the following resolution as

a Special Resolution:

----------------Page (1) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

RESOLVED THAT pursuant to the provisions of Sections 196 , 197 and 203 and other

applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or

enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013

and as recommended by the Nomination and Remuneration Committee and the Board of

Directors, the consent of the members be and is hereby accorded to the reappointment of Mr.

Satish Keshavlal Shah (DIN 00237283) as Managing Director of the Company for a period of three

years with effect from 1st October, 2025 to 30th September, 2028 on the terms and conditions and

that he be paid remuneration by way of salary, perquisites, allowances and commission as approved

by the Board of Directors of the Company and the Nomination & Remuneration Committee and

as set out in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration

Committee be and are hereby severally authorized to alter and vary such terms of reappointment

and remuneration so as to not exceed the limits specified in Schedule V to the Companies Act,

2013, as may be agreed to by the Board of Directors and Mr. Satish Keshavlal Shah.

6. Re-appointment of Mrs. Chetnaben S. Shah as Jt. Managing Director

To consider and, if thought fit, to pass, with or without modification(s) the following resolution as

a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 196 , 197 and 203 and other

applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or

enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013

and as recommended by the Nomination and Remuneration Committee and the Board of

Directors, the consent of the members be and is hereby accorded to the reappointment of Mrs.

Chetnaben S. Shah (DIN 00237410) as Joint Managing Director of the Company for a period of

five years with effect from 1st October, 2025 to 30th September, 2030 on the terms and conditions

and that she be paid remuneration by way of salary, perquisites, allowances and commission as

approved by the Board of Directors of the Company and the Nomination & Remuneration

Committee and as set out in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration

Committee be and are hereby severally authorized to alter and vary such terms of reappointment

and remuneration so as to not exceed the limits specified in Schedule V to the Companies Act,

2013, as may be agreed to by the Board of Directors and Mrs. Chetnaben S. Shah.

7. Re-appointment of Mr. Ankit S. Shah as an Executive Director

To consider and, if thought fit, to pass, with or without modification(s) the following resolution as

a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 196 , 197 and 203 and other

applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or

enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013

and as recommended by the Nomination and Remuneration Committee and the Board of

Directors, the consent of the members be and is hereby accorded to the reappointment of Mr.

Ankit Satishkumar Shah (DIN 00237217) as Executive Director of the Company for a period of

five years with effect from 1st October, 2025 to 30th September, 2030 on the terms and conditions

and that he be paid remuneration by way of salary, perquisites, allowances and commission as

approved by the Board of Directors of the Company and the Nomination & Remuneration

Committee and as set out in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration

Committee be and are hereby severally authorized to alter and vary such terms of reappointment

and remuneration so as to not exceed the limits specified in Schedule V to the Companies Act,

2013, as may be agreed to by the Board of Directors and Mr. Ankit Satishkumar Shah.

----------------Page (2) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

8. Re-appointment of Pranav S. Shah as an Executive Director

To consider and, if thought fit, to pass, with or without modification(s) the following resolution as

a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 196 , 197 and 203 and other

applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or

enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013

and as recommended by the Nomination and Remuneration Committee and the Board of

Directors, the consent of the members be and is hereby accorded to the reappointment of Mr.

Pranav Satishkumar Shah (DIN 06949685) as Executive Director of the Company for a period of

five years with effect from 1st October, 2025 to 30th September, 2030 on the terms and conditions

and that he be paid remuneration by way of salary, perquisites, allowances and commission as

approved by the Board of Directors of the Company and the Nomination & Remuneration

Committee and as set out in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration

Committee be and are hereby severally authorized to alter and vary such terms of reappointment

and remuneration so as to not exceed the limits specified in Schedule V to the Companies Act,

2013, as may be agreed to by the Board of Directors and Mr. Pranav Satishkumar Shah.

For, and on behalf of the Board

SACHETA METALS LTD

Date: August 06, 2025 SD/-

Place: Talod, Prantij Satishkumar K Shah

Chairman & Managing Director

N O T E S

1. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

In compliance with SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62, dated May

13, 2022, Notice of the AGM along with the Annual Report 2024-25 is being sent only through

electronic mode to those Members whose email addresses are registered with the

Company/Depositories. Members may note that the Notice and Annual Report 2024-25 will

also be available on the Company’s website https://www.sacheta.com/, websites of the Stock

Exchanges, i.e., BSE Limited at www.bseindia.com, and on the website of Company’s

Registrar and Transfer Agent, Purva Share registry (India) Pvt. Ltd. (Purva) at

https://www.purvashare.com/ Sacheta Metals Limited.

2. Explanatory Statement for the special business to be transacted at AGM, as required under Section 102

of the Companies Act, 2013 (“Act”), is attached herewith.

3. The relevant details, pursuant to Regulations 26(4) and 36(3) of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing

Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company

Secretaries of India, in respect of Directors retires by rotation and seeking appointment/re-

appointment at this Annual General Meeting (“AGM”) are annexed to the notice.

4. A member entitled to attend and vote is entitled to appoint a Proxy instead and the Proxy need not be a

member of the Company. A person can act as a proxy on behalf of members not exceeding fifty (50)

and holding in the aggregate not more than ten percent of the total share capital of the company

----------------Page (3) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

carrying voting rights. A member holding more than ten percent of the total share capital of the

company carrying voting rights may appoint a single person as proxy and such person shall not act as a

proxy or any other person or shareholder.

5. Proxies, in order to be effective, should be duly stamped, completed, signed and deposited at the

Registered Office of the Company not less than 48 hours before the meeting. A Proxy form is sent

herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an

appropriate resolution/authority, as applicable.

6. Members are requested to bring their copies of the Annual Report to the meeting. Members, Proxies

and Authorized Representatives are requested to bring the duly completed Attendance Slip enclosed

herewith to attend the AGM.

7. In case of joint holder attending the meeting, only such joint holder who is higher in the order of

names will be entitled to vote.

8. Members seeking any information with regards to the Accounts to be explained in the Meeting are

requested to inform the Company at least 7 days in advance of the Annual General Meeting.

9. The members, holding shares in physical form, are requested to intimate any change in their addresses

or bank details to the Company or its Registrar and Transfer Agent (RTA) viz. Purva Share registry

India Pvt. Ltd., Unit: Sacheta Metals Limited, Gala No. 9, Shiv Shakti Industrial Estate, Sitaram Mill

Compound, J R Boricha Marg, Mumbai – 400011. Those holding shares in dematerialized form may

intimate any change in their addresses or bank details / mandates to their Depository Participants (DP)

immediately. Members holding shares in dematerialized form may note that bank details registered

against their respective depository accounts will be used by the Company for payment of dividend. The

Company or its RTA cannot act on any request directly received from any member holding shares in

dematerialized form for any change in such details. Such changes are to be advised only to the DP of

the members.

10. Members holding shares in physical form, in identical order of names, in more than one folio are

requested to send to Purva Share registry India Pvt Ltd, the details of such folios together with the

share certificates for consolidating their holdings in one folio. A consolidated share certificate will be

issued to such Members after making requisite changes.

11. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be

transferred only in dematerialized form with effect from April 1, 2019, except in case of request

received for transmission or transposition of securities. In view of this and to eliminate all risks

associated with physical shares and for ease of portfolio management, members holding shares in

physical form are requested to consider converting their holdings to dematerialized form. Members can

contact the Company’s Registrars and Transfer Agents, Purva Share registry India Pvt Ltd. for

assistance in this regard.

12. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are

requested to register the same with their Depository Participants (“DPs”) in case the shares are held by

them in electronic form and with Purva Share registry India Pvt Ltd in case the shares are held by them

in physical form.

13. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the

Members in respect of the shares held by them. Members who have not yet registered their nomination

are requested to register the same by submitting Form No. SH-13. The said form can be downloaded

from the Company’s website www.sacheta.com/form-sh-13. Members are requested to submit the said

form to their DP in case the shares are held in electronic form and to Purva Share registry India Pvt

Ltd in case the shares are held in physical form.

----------------Page (4) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

14. The Register of Members and Share Transfer Books of the Company will remain closed from Sunday,

the 31st August, 2025 to Saturday, the 06th September, 2025 (both days inclusive) in connection with the

Annual General Meeting.

15. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from

the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the

Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed dividends

are also liable to be transferred to the demat account of the IEPF Authority. In view of this,

Members/Claimants are requested to claim their dividends from the Company, within the stipulated

timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim

the same by making an application to the IEPF Authority, in Form No. IEPF-5 available on

www.iepf.gov.in. The Members/Claimants can file only one consolidated claim in a financial year as per

the IEPF Rules.

16. Documents referred to in the Notice are available for inspection by the shareholders at the Registered

Office of the Company during business hours on any working day up to and including the date of the

Annual General Meeting of the Company.

17. Details in respect of the Directors seeking appointment/reappointment at the Annual General Meeting,

forms integral part of the notice. The Directors have furnished the requisite declarations for their

appointment/re-appointment.

18. Electronic copy of the Annual Report for 2024-25 is being sent to all the members whose email IDs are

registered with the Company/ Depository Participants(s) for communication purposes unless any

member has requested for a physical copy of the same. For members who have not registered their

email address, physical copies of the Annual Report for 2024-25 is being sent in the permitted mode on

demand. Members may note that the Notice and Annual Report 2024-25 will also be available on the

Company’s website www.sacheta.com.

19. For receiving all communication (including Annual Report) from the Company electronically:

a) Members holding shares in physical mode and who have not registered / updated their email

address with the Company are requested to register / update the same by writing to the Company

with details of folio number and attaching a self-attested copy of PAN card at

investor.grivence@sacheta.com or support@purvashare.com

b) Members holding shares in dematerialised mode are requested to register / update their email

addresses with the relevant Depository Participant.

20. Route map showing directions to reach the venue of the 35th AGM is annexed.

21. Voting through electronic means.

Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies

(Management and Administration) Rules, 2014, as amended by the Companies (Management and

Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure

Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their

right to vote at the Annual General Meeting (AGM) by electronic means and the business may be

transacted through e-Voting Services. The facility of casting the votes by the members using an

electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be

provided by National Securities Depository Limited (NSDL).

The Company has approached NSDL for providing e-voting services through our e-voting platform. In this

regard, your Demat Account/Folio Number has been enrolled by the Company for your participation in e-

voting on resolution placed by the Company on e-Voting system.

----------------Page (5) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

The Notice of the Annual General Meeting (AGM) of the Company inter alia indicating the process and

manner of e-Voting process along with printed Attendance Slip and Proxy Form can be downloaded from

the link https://www.evoting.nsdl.com or link of website of company http://www.sacheta.com/.

The e-voting period commences on 03rd September 2025 (10:00 a.m. IST) and ends on 05th September

2025 (5:00 p.m. IST). During this period, shareholders of the Company may cast their vote electronically.

The e-voting module shall also be disabled for voting thereafter. Once the vote on a resolution is cast by

the shareholder, the shareholder shall not be allowed to change it subsequently.

The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the

Company as on the cut-off date of 30th August, 2025. Any person, who acquires shares of the Company

and become member of the Company after dispatch of the notice and holding shares as of the cut-off date

i.e. 30th August, 2025, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or

investor.grivence@sacheta.com.

Mr. Jaymeen Trivedi, Practicing Company Secretary, Ahmedabad has been appointed as the Scrutinizer to

scrutinize the e-voting process in a fair and transparent manner.

The facility for voting through Poling Paper shall be made available at the AGM and the members

attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at

the meeting through poll.

The procedure to login to e-Voting website consists of two steps as detailed hereunder:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding

securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,

Individual shareholders holding securities in demat mode are allowed to vote through their demat

account maintained with Depositories and Depository Participants. Shareholders are advised to update

their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders Login Method

Individual Shareholders

holding securities in demat

mode with NSDL.

1. For OTP based login you can click

on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogi

n.jsp. You will have to enter your 8-digit DP ID,8-digit Client

Id, PAN No., Verification code and generate OTP. Enter the

OTP received on registered email id/mobile number and click

on login. After successful authentication, you will be redirected

to NSDL Depository site wherein you can see e-Voting page.

Click on company name or e-Voting service provider i.e.

NSDL and you will be redirected to e-Voting website of NSDL

for casting your vote during the remote e-Voting period

2. Existing IDeAS user can visit the e-Services website of NSDL

Viz. https://eservices.nsdl.com either on a Personal Computer

or on a mobile. On the e-Services home page click on the

“Beneficial Owner” icon under “Login” which is available

----------------Page (6) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

under ‘IDeAS’ section, this will prompt you to enter your

existing User ID and Password. After successful authentication,

you will be able to see e-Voting services under Value added

services. Click on “Access to e-Voting” under e-Voting

services and you will be able to see e-Voting page. Click on

company name or e-Voting service provider i.e. NSDL and

you will be re-directed to e-Voting website of NSDL for casting

your vote during the remote e-Voting period If you are not

registered for IDeAS e-Services, option to register is available at

https://eservices.nsdl.com. Select “Register Online for

IDeAS Portal” or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by

typing the following URL: https://www.evoting.nsdl.com/

either on a Personal Computer or on a mobile. Once the home

page of e-Voting system is launched, click on the icon “Login”

which is available under ‘Shareholder/Member’ section. A new

screen will open. You will have to enter your User ID (i.e. your

sixteen digit demat account number hold with NSDL),

Password/OTP and a Verification Code as shown on the

screen. After successful authentication, you will be redirected to

NSDL Depository site wherein you can see e-Voting page. Click

on company name or e-Voting service provider i.e. NSDL

and you will be redirected to e-Voting website of NSDL for

casting your vote during the remote e-Voting period.

4. Shareholders/Members can also

download NSDL Mobile App “NSDL Speede” facility by

scanning the QR code mentioned below for seamless voting

experience.

Individual Shareholders

holding securities in demat

mode with CDSL

1.Users who have opted for CDSL Easi / Easiest facility, can

made available to reach e-Voting page without any further

authentication. The users to login Easi /Easiest are requested to

visit CDSL website www.cdslindia.com and click on login icon

& New System Myeasi Tab and then user your existing my easi

username & password.

2. After successful login the Easi / Easiest user will be able to see

the e-Voting option for eligible companies where the evoting is

in progress as per the information provided by company. On

clicking the evoting option, the user will be able to see e-Voting

page of the e-Voting service provider for casting your vote

----------------Page (7) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

during the remote e-Voting period. Additionally, there is also

links provided to access the system of all e-Voting Service

Providers, so that the user can visit the e-Voting service

providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is

available at CDSL website www.cdslindia.com and click on login

& New System Myeasi Tab and then click on registration

option.

4. Alternatively, the user can directly access e-Voting page by

providing Demat Account Number and PAN No. from a e-

Voting link available on www.cdslindia.com home page. The

system will authenticate the user by sending OTP on registered

Mobile & Email as recorded in the Demat Account. After

successful authentication, user will be able to see the e-Voting

option where the evoting is in progress and also able to directly

access the system of all e-Voting Service Providers.

Individual Shareholders

(holding securities in demat

mode) login through their

depository participants

You can also login using the login credentials of your demat account

through your Depository Participant registered with NSDL/CDSL for e-

Voting facility. upon logging in, you will be able to see e-Voting option.

Click on e-Voting option, you will be redirected to NSDL/CDSL

Depository site after successful authentication, wherein you can see e-

Voting feature. Click on company name or e-Voting service provider i.e.

NSDL and you will be redirected to e-Voting website of NSDL for

casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget

User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues

related to login through Depository i.e. NSDL and CDSL.

Individual Shareholders holding

securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL

helpdesk by sending a request at evoting@nsdl.com or call at

022 - 4886 7000

Individual Shareholders holding

securities in demat mode with CDSL

Members facing any technical issue in login can contact CDSL

helpdesk by sending a request at

helpdesk.evoting@cdslindia.com or contact at toll free no.

1800-21-09911

B) Login Method for e-Voting for shareholders other than Individual shareholders holding

securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is

available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a

Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at

----------------Page (8) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using

your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat

(NSDL or CDSL) or Physical

Your User ID is:

a) For Members who hold shares in demat

account with NSDL.

8 Character DP ID followed by 8 Digit

Client ID

For example if your DP ID is IN300*** and

Client ID is 12****** then your user ID is

IN300***12******.

b) For Members who hold shares in demat

account with CDSL.

16 Digit Beneficiary ID

For example if your Beneficiary ID is

12************** then your user ID is

12**************

c) For Members holding shares in Physical

Form.

EVEN Number followed by Folio Number

registered with the company

For example if folio number is 001*** and

EVEN is 121072 then user ID is

121072001***

5. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the

‘initial password’ which was communicated to you. Once you retrieve your ‘initial

password’, you need to enter the ‘initial password’ and the system will force you to

change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your

‘initial password’ is communicated to you on your email ID. Trace the email sent to

you from NSDL from your mailbox. Open the email and open the attachment i.e. a

.pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID

for NSDL account, last 8 digits of client ID for CDSL account or folio number for

shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial

password’.

(ii) If your email ID is not registered, please follow steps mentioned below in process

for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten

your password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat

account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option

available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a

request at evoting@nsdl.co.in mentioning your demat account number/folio number,

your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes

on the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the

----------------Page (9) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are

holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting

period and casting your vote during the General Meeting. For joining virtual meeting, you need to

click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of

shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when

prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the

confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned

copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested

specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the

Scrutinizer by e-mail to Jaymeen@csjka.in with a copy marked to evoting@nsdl.co.in.Institutional

shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution /

Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority

Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care

to keep your password confidential. Login to the e-voting website will be disabled upon five

unsuccessful attempts to key in the correct password. In such an event, you will need to go through

the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on

www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and

e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com

or call on .: 022 - 4886 7000 or send a request to evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for

procuring user id and password and registration of e mail ids for e-voting for the resolutions set out

in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned

copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card),

AADHAR (self attested scanned copy of Aadhar Card) by email to

investor.grivence@sacheta.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16

digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self

attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to

investor.grivence@sacheta.com. If you are an Individual shareholder holding securities in demat

----------------Page (10) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method

for e-Voting and joining virtual meeting for Individual shareholders holding securities in

demat mode.

3. Alternatively, shareholder/members may send a request to evoting@nsdl.co.infor procuring user id

and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed

Companies, Individual shareholders holding securities in demat mode are allowed to vote through

their demat account maintained with Depositories and Depository Participants. Shareholders are

required to update their mobile number and email ID correctly in their demat account in order to

access e-Voting facility.

For, and on behalf of the Board

SACHETA METALS LTD

Date: August 06, 2025 SD/-

Place:- Talod, Prantij Satishkumar K Shah

Chairman & Managing Director

----------------Page (11) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

EXPLANATORY STATEMENT

UNDER SECTION 102 (1) OF THE COMPANIES ACT, 2013

The statements pursuant to Section 102 of the Companies Act, 2013 setting out all the material facts

relating to the Special Business mentioned in accompanying Notice are as follows:

Item No. 4 Appointment of Secretarial Auditor

This explanatory statement is provided in accordance with Regulation 36(5) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act,

2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,

2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“the

Act”), every listed company and certain other prescribed categories of companies are required to annex a

Secretarial Audit Report, issued by a Practicing Company Secretary, to their Board’s report, prepared under

Section 134(3) of the Act.

Furthermore, pursuant to recent amendments to Regulation 24A of the SEBI Listing Regulations, every

listed entity is required to conduct a Secretarial Audit and annex the Secretarial Audit Report to its annual

report. Additionally, a listed entity must appoint a Secretarial Audit firm for a maximum of two terms of

five consecutive years, with shareholder approval to be obtained at the Annual General Meeting.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors has approved

the appointment of Mr. Jaymeen Trivedi Proprietor of M/s. Jaymeen Trivedi & Associates, Practicing

Company Secretary as Secretarial Auditor of the company for the period of Five years. The appointment is

subject to shareholders’ approval at the Annual General Meeting.

M/s. Jaymeen Trivedi & Associates is a peer reviewed and a well-established firm of Practicing Company

Secretaries, registered with the Institute of Company Secretaries of India. The firm has rich and varied

experience in Corporate Law matters. The firm is based in Ahmedabad. The core competency of the firm

lies under the Companies Law, Securities Law, inbound and outbound Investment, Legal Due Diligence,

Transaction Documents, Joint Ventures, Foreign Collaborations, Mergers and Acquisitions, Listings and

Capital Market transactions. The terms and conditions of the appointment include a tenure of five

consecutive years, from the conclusion of this AGM till the conclusion of AGM of the company to be held

in the year 2030. The fixed remuneration for the Secretarial Audit for the year 2026 is set at Rs. 50,000/-

(Rupees Fifty Thousand only).

The remuneration for the subsequent years from 2027 to 2030 will also be approved by the Board and/ or

the Audit Committee. During the year 2024-2025, Jaymeen Trivedi & Associates was appointed as the

Secretarial Auditor. This appointment took place before the implementation of the five-year term

requirement, as described above. The fee paid to Jaymeen Trivedi & Associates for the year 2025 is same as

that proposed for 2026. Accordingly, there is no material change in the fee payable to Jaymeen Trivedi &

Associates compared to that of the outgoing auditor, making the requirement to disclose such a change not

applicable. Jaymeen Trivedi & Associates has provided its consent to act as the Secretarial Auditors of the

Company and has confirmed that the proposed appointment, if made, will be in compliance with the

provisions of the Act and the SEBI Listing Regulations.

Accordingly, the consent of the shareholders is sought for the appointment of Jaymeen Trivedi &

Associates as the Secretarial Auditors of the Company.

The Board of Directors recommends the resolution as set out at Item No. 4 of the Notice for approval by

the Members as an Ordinary Resolution.

None of the Directors, Key Managerial Personnel (KMP), or their relatives have any financial or other

interest in the proposed resolution.

----------------Page (12) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

Item No. 5

Based on recommendation of Nomination and Remuneration Committee, the Board of Directors proposes

the re-appointment of Mr. Satish Keshavlal Shah as Managing Director of the Company for a further

period from 1st October, 2025 to 30th September, 2028 and approval of his remuneration and terms of

reappointment.

The Nomination and Remuneration Committee, at its meeting held on 06th August, 2025, has

recommended the reappointment of Mr. Satish Keshavlal Shah as Managing Director of the Company and

terms of remuneration payable to him for a further period of from 1st October, 2025 to 30th September,

2028. The Board of Directors, at its meeting held on 06th August, 2025, had approved the same. The

Remuneration Committee and the Board of Directors of the Company are of the opinion that he is fit and

proper person to hold the said office and his reappointment will be in the interest of the Company

The material terms of remuneration of Mr. Satish Keshavlal Shah effective from 1st October, 2025 to 30th

September, 2028 as approved by both Remuneration Committee and Board of Directors in their respective

meetings held on 06th August, 2025, are as under:

Remuneration:

(a) Basic Salary :

Rs. 2,00,000 (Rupees Two lacs only) per month with such increase as may be decided by the Board

of Directors (which includes any Committee thereof) from time to time, but subject to maximum

salary of Rs. 10,00,000 (Rupees Ten lacs only) per month.

(b) Perquisites and Allowances:

In addition to salary, the following perquisites / allowances shall be allowed to the Managing

Director:

CATEGORY – A

(i) Housing :

The Company shall provide furnished accommodation to the Managing Director. If the Managing

Director having his own accommodation, the Company shall pay house rent allowance at the rate

of 40% of the Basic Salary.

The Company shall provide equipment and appliances, furniture, fixtures and furnishing at the

residence of the Managing Director at the entire cost of the Company. The Company shall

reimburse the expenses of maintenance, electricity, servants etc.

(ii) Other Allowances: The Company shall pay other allowances as per the Company’s policy.

(iii) Personal Accident Insurance: The Company shall pay / reimburse Personal Accident Insurance

Premium upto Rs 25,000 for the Managing Director.

(iv) Club Fees: The Company shall reimburse annual fees for a maximum of 2 clubs. The aggregate

value of perquisites for (i) to (iv) above for each year shall be computed as per the provisions of

Income-tax Act, 1961. In case of benefits for which no specific rule of valuation is provided under

the Income-tax Act, the perquisites value of such benefit shall be taken at actual cost.

(v) Medical Reimbursement: Medical Expenses actually incurred for self and family shall be reimbursed

by the Company.

CATEGORY – B

(i) The Company shall contribute towards Provident Fund/ Superannuation Fund/ Annuity Fund

provided that such contributions either singly or put together shall not exceed the tax-free limit

prescribed under the Income-tax Act.

(ii) The Company shall pay Gratuity as per rules of the Company.

(iii) Leave on full pay and allowances, as per rules of the Company, but not more than one month’s

leave for every eleven months of service. However, the leave accumulated but not availed of will be

allowed to be encashed at the end of the term as per rules of the Company.

The above shall not be included in the computation of ceiling on remuneration or perquisites

aforesaid.

----------------Page (13) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

CATEGORY – C

(i) The Company shall provide car(s) with driver at the entire cost of the Company for use on

Company’s business and the same will not be considered as perquisites.

(ii) The Company shall provide telephone and other communication facilities at the residence of the

Managing Director at the entire cost of the Company.

CATEGORY – D

The Managing Director shall be entitled to Performance Linked Variable Pay/Special Allowance/ Role

Award/Bonus/Commission on profits etc. or in any other form as the Nomination and Remuneration

Committee and the Board of Directors may determine from time to time within the overall limit of 5% of

net profit and the overall limits of remuneration prescribed under Sections 197 and other applicable

provisions of the Companies Act, 2013.

Overall and Minimum Remuneration Limit:

The overall limit of remuneration payable to Directors including Managing Directors, Whole time Directors

and Managers in a financial year is 11% of the net profit of the company computed in accordance with

Section 198 of the Companies Act, 2013. The aforesaid remuneration is subject to the limit of 5% of the

annual net profit of the Company and subject further to the overall limit of 10% of the annual net profit of

the Company computed in accordance with Section 198 of the Companies Act, 2013.

Notwithstanding anything to the contrary herein contained, where in any financial year during the currency

of tenure of the Managing Director, the Company has no profits or its profits are inadequate, the Company

will pay remuneration for a period not exceeding three years by way of salary, commission and perquisites

as provided above or the maximum remuneration payable as per the limits set out in Section II of Part II of

Schedule V of the Companies Act, 2013.

The abovementioned remuneration may be altered, amended, varied, enhanced or modified from time to

time by the Board of Directors of Company or the Nomination and Remuneration Committee as it may, in

its discretion, deem fit, within the maximum amount payable to Managing and Whole time Directors in

accordance with the provisions of the Companies Act, 2013, including those of Schedule V or any

amendments thereto made hereafter in this regard within the overall limits approved by the Company in

General Meeting.

As per the provision of Sections 196, 197, Schedule V and all other applicable provisions of the Companies

Act, 2013 (the “Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 (including any statutory modifications or re-enactments thereof for the time being in force), the re-

appointment of and payment of remuneration to Managing Director requires the approval of the

Shareholders in General Meeting and hence necessary Special Resolution has been proposed for your

approval.

Except Mr. Satish Shah, Mrs. Chetnaben S. Shah, Mr. Ankit S. Shah and Mr. Pranav S. Shah, none of the

other Directors, Key Managerial personnel or their relatives are interested or concerned in this Resolution.

The Board of Directors recommends the resolution as set out at Item No. 5 of the Notice for approval by

the Members as a Special Resolution.

Item No. 6

Based on recommendation of Nomination and Remuneration Committee, the Board of Directors proposes

the re-appointment of Mrs. Chetnaben S. Shah as Jt. Managing Director of the Company for a further

period from 1st October, 2025 to 30th September, 2030 and approval of her remuneration and terms of

reappointment.

The Nomination and Remuneration Committee, at its meeting held on 06th August, 2025, had

recommended the reappointment of Mrs. Chetanaben Satishbhai Shah as Joint Managing Director of the

----------------Page (14) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

Company and terms of remuneration payable to her for a further period from 1st October, 2025 to 30th

September, 2030. The Board of Directors, at its meeting held on 06th August, 2025, had approved the same.

The Remuneration Committee and the Board of Directors of the Company are of the opinion that she is fit

and proper person to hold the said office and her reappointment will be in the interest of the Company

The material terms of remuneration of Mrs. Chetanaben Satishbhai Shah effective from 1st October, 2025

to 30th September, 2030 as approved by both Remuneration Committee and Board of Directors in their

respective meetings held on 06th August, 2025, are as under:

Remuneration:

(a) Basic Salary :

Rs.1,00,000 (Rupees One lac only) per month with such increase as may be decided by the Board

of Directors (which includes any Committee thereof) from time to time, but subject to maximum

salary of Rs. 4,00,000 (Rupees Four lacs only) per month.

(b) Perquisites and Allowances:

In addition to salary, the following perquisites / allowances shall be allowed to the Jt. Managing

Director:

CATEGORY – A

(i) Housing :

The Company shall provide furnished accommodation to the Joint Managing Director. If the

Jt.Managing Director having her own accommodation, the Company shall pay house rent

allowance at the rate of 40% of the Basic Salary.

The Company shall provide equipment and appliances, furniture, fixtures and furnishing at the

residence of the Jt.Managing Director at the entire cost of the Company. The Company shall

reimburse the expenses of maintenance, electricity, servants etc.

(ii) Other Allowances: The Company shall pay other allowances as per the Company’s policy.

(iii) Personal Accident Insurance: The Company shall pay / reimburse Personal Accident Insurance

Premium upto `Rs 15,000 for the Jt.Managing Director.

(iv) Club Fees: The Company shall reimburse annual fees for a maximum of 2 clubs. The aggregate

value of perquisites for (i) to (iv) above for each year shall be computed as per the provisions of

Income-tax Act, 1961. In case of benefits for which no specific rule of valuation is provided under

the Income-tax Act, the perquisites value of such benefit shall be taken at actual cost.

(v) Medical Reimbursement: Medical Expenses actually incurred for self and family shall be reimbursed

by the Company.

CATEGORY – B

(i) The Company shall contribute towards Provident Fund/ Superannuation Fund/ Annuity Fund

provided that such contributions either singly or put together shall not exceed the tax-free limit

prescribed under the Income-tax Act.

(ii) The Company shall pay Gratuity as per rules of the Company.

(iii) Leave on full pay and allowances, as per rules of the Company, but not more than one month’s

leave for every eleven months of service. However, the leave accumulated but not availed of will be

allowed to be encashed at the end of the term as per rules of the Company.

The above shall not be included in the computation of ceiling on remuneration or perquisites

aforesaid.

CATEGORY – C

(i) The Company shall provide car(s) with driver at the entire cost of the Company for use on

Company’s business and the same will not be considered as perquisites.

(ii) The Company shall provide telephone and other communication facilities at the residence of the Jt.

Managing Director at the entire cost of the Company.

----------------Page (15) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

CATEGORY – D

The Joint Managing Director shall be entitled to Performance Linked Variable Pay/Special Allowance/

Role Award/Bonus/Commission on profits etc. or in any other form as the Nomination and Remuneration

Committee and the Board of Directors may determine from time to time within the overall limit of 5% of

net profit and the overall limits of remuneration prescribed under Sections 197 and other applicable

provisions of the Companies Act, 2013.

Overall and Minimum Remuneration Limit:

The overall limit of remuneration payable to Directors including Managing Directors, Whole time Directors

and Managers in a financial year is 11% of the net profit of the company computed in accordance with

Section 198 of the Companies Act, 2013. The aforesaid remuneration is subject to the limit of 5% of the

annual net profit of the Company and subject further to the overall limit of 10% of the annual net profit of

the Company computed in accordance with Section 198 of the Companies Act, 2013.

Notwithstanding anything to the contrary herein contained, where in any financial year during the currency

of tenure of the Jt. Managing Director, the Company has no profits or its profits are inadequate, the

Company will pay remuneration for a period not exceeding three years by way of salary, commission and

perquisites as provided above or the maximum remuneration payable as per the limits set out in Section II

of Part II of Schedule V of the Companies Act, 2013.

The abovementioned remuneration may be altered, amended, varied, enhanced or modified from time to

time by the Board of Directors of Company or the Nomination and Remuneration Committee as it may, in

its discretion, deem fit, within the maximum amount payable to Managing and Whole time Directors in

accordance with the provisions of the Companies Act, 2013, including those of Schedule V or any

amendments thereto made hereafter in this regard within the overall limits approved by the Company in

General Meeting.

Except Mr. Satish Shah, Mrs. Chetnaben S. Shah, Mr. Ankit S. Shah and Mr. Pranav S. Shah, none of the

other Directors, Key Managerial personnel or their relatives are interested or concerned in this Resolution

The Board of Directors recommends the resolution as set out at Item No. 6 of the Notice for approval by

the Members as a Special Resolution.

Item No.7

Based on recommendation of Nomination and Remuneration Committee, the Board of Directors proposes

the re-appointment of Mr. Ankit S. Shah as Executive Director of the Company for a further period from

1st October, 2025 to 30th September, 2030 and approval of his remuneration and terms of reappointment.

The Nomination and Remuneration Committee, at its meeting held on 06th August, 2025, had

recommended the reappointment of Mr. Ankit Satishbhai Shah as Executive Director of the Company and

terms of remuneration payable to him for a further period from 1st October, 2025 to 30th September, 2030.

The Board of Directors, at its meeting held on 06th August, 2025, had approved the same. The

Remuneration Committee and the Board of Directors of the Company are of the opinion that he is fit and

proper person to hold the said office and his reappointment will be in the interest of the Company

The material terms of remuneration of Mr. Ankit Satishbhai Shah effective from 1st October, 2025 to 30th

September, 2030 as approved by both Remuneration Committee and Board of Directors in their respective

meetings held on 06th August, 2025 are as under:

Remuneration:

(a) Basic Salary :

----------------Page (16) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

Rs.1,75,000 (Rupees One lac seventy five thousand only) per month with such increase as may be

decided by the Board of Directors (which includes any Committee thereof) from time to time, but

subject to maximum salary of Rs.8,00,000 (Rupees Eight lacs only) per month.

(b) Perquisites and Allowances:

In addition to salary, the following perquisites / allowances shall be allowed to the Managing

Director:

CATEGORY – A

(i) Housing :

The Company shall provide furnished accommodation to the Executive Director. If the Executive

Director having his own accommodation, the Company shall pay house rent allowance at the rate

of 40% of the Basic Salary.

The Company shall provide equipment and appliances, furniture, fixtures and furnishing at the

residence of the Executive Director at the entire cost of the Company. The Company shall

reimburse the expenses of maintenance, electricity, servants etc.

(ii) Other Allowances: The Company shall pay other allowances as per the Company’s policy.

(iii) Personal Accident Insurance: The Company shall pay / reimburse Personal Accident Insurance

Premium upto Rs.15,000 for the Executive Director.

(iv) Club Fees: The Company shall reimburse annual fees for one club. The aggregate value of

perquisites for (i) to (iv) above for each year shall be computed as per the provisions of Income-tax

Act, 1961. In case of benefits for which no specific rule of valuation is provided under the Income-

tax Act, the perquisites value of such benefit shall be taken at actual cost.

(v) Medical Reimbursement: Medical Expenses actually incurred for self and family shall be reimbursed

by the Company.

CATEGORY – B

(i) The Company shall contribute towards Provident Fund/ Superannuation Fund/ Annuity Fund

provided that such contributions either singly or put together shall not exceed the tax-free limit

prescribed under the Income-tax Act.

(ii) The Company shall pay Gratuity as per rules of the Company.

(iii) Leave on full pay and allowances, as per rules of the Company, but not more than one month’s

leave for every eleven months of service. However, the leave accumulated but not availed of will be

allowed to be encashed at the end of the term as per rules of the Company.

The above shall not be included in the computation of ceiling on remuneration or perquisites

aforesaid.

CATEGORY – C

(i) The Company shall provide car(s) with driver at the entire cost of the Company for use on

Company’s business and the same will not be considered as perquisites.

(ii) The Company shall provide telephone and other communication facilities at the residence of the

Executive Director at the entire cost of the Company.

CATEGORY – D

The Executive Director shall be entitled to Performance Linked Variable Pay/Special Allowance/ Role

Award/Bonus/Commission on profits etc. or in any other form as the Nomination and Remuneration

Committee and the Board of Directors may determine from time to time within the overall limit of 5% of

net profit and the overall limits of remuneration prescribed under Sections 197 and other applicable

provisions of the Companies Act, 2013.

Overall and Minimum Remuneration Limit:

The overall limit of remuneration payable to Directors including Managing Directors, Whole time Directors

and Managers in a financial year is 11% of the net profit of the company computed in accordance with

Section 198 of the Companies Act, 2013. The aforesaid remuneration is subject to the limit of 5% of the

annual net profit of the Company and subject further to the overall limit of 10% of the annual net profit of

the Company computed in accordance with Section 198 of the Companies Act, 2013.

----------------Page (17) Break----------------

ANNUAL REPORT - 2024-25 SACHETA METALS LIMITED

Notwithstanding anything to the contrary herein contained, where in any financial year during the currency

of tenure of the Executive Director, the Company has no profits or its profits are inadequate, the Company

will pay remuneration for a period not exceeding three years by way of salary, commission and perquisites

as provided above or the maximum remuneration payable as per the limits set out in Section II of Part II of

Schedule V of the Companies Act, 2013.

The abovementioned remuneration may be altered, amended, varied, enhanced or modified from time to

time by the Board of Directors of Company or the Nomination and Remuneration Committee as it may, in

its discretion, deem fit, within the maximum amount payable to Managing and Whole time Directors in

accordance with the provisions of the Companies Act, 2013, including those of Schedule V or any

amendments thereto made hereafter in this regard within the overall limits approved by the Company in

General Meeting.

Except Mr. Satish Shah, Mrs. Chetnaben S. Shah, Mr. Ankit S. Shah and Mr. Pranav S. Shah, none of the

other Directors, Key Managerial personnel or their relatives are interested or concerned in this Resolution

The Board of Directors recommends the resolution as set out at Item No.7 of the Notice for approval by

the Members as a Special Resolution.

Item No. 8

Based on recommendation of Nomination and Remuneration Committee, the Board of Directors proposes

the re-appointment of Mr. Pranav S. Shah as Executive Director of the Company for a further period from

1st October, 2025 to 30th September, 2030 and approval of his remuneration and terms of reappointment

The Nomination and Remuneration Committee, at its meeting held on 06th August, 2025, had

recommended the reappointment of Mr. Pranav Satishbhai Shah as Executive Director of the Company

and terms of remuneration payable to him for a further period from 1st October, 2025 to 30th September,

2030. The Board of Directors, at its meeting held on 06th August, 2025 had approved the same. The

Remuneration Committee and the Board of Directors of the Company are of the opinion that he is fit and

proper person to hold the said office and his reappointment will be in the interest of the Company.

The material terms of remuneration of Mr. Pranav Satishbhai Shah effective from 1st October, 2025 to 30th

September, 2030 as approved by both Remuneration Committee and Board of Directors in their respective

meetings held on 06th August, 2025 are as under:

Remuneration:

(a) Basic Salary :

Rs.1,25,000 (Rupees One lac twenty five thousand only) per month with such increase as may be

decided by the Board of Directors (which includes any Committee thereof) from time to time, but

subject to maximum salary of Rs.6,00,000 (Rupees Six lacs only) per month.

(b) Perquisites and Allowances:

In addition to salary, the following perquisites / allowances shall be allowed to the Managing

Director:

CATEGORY – A

(i) Housing :

The Company shall provide furnished accommodation to the Executive Director. If the Executive

Director having his own accommodation, the Company shall pay house rent allowance at the rate

of 40% of the Basic Salary.

The Company shall provide equipment and appliances, furniture, fixtures and furnishing at the

residence of the Executive Director at the entire cost of the Company. The Company shall

reimburse the expenses of maintenance, electricity, servants etc.

(ii) Other Allowances: The Company shall pay other allowances as per the Company’s policy.

(iii) Personal Accident Insurance: The Company shall pay / reimburse Personal Accident Insurance

Premium upto `Rs.15,000 for the Managing Director.

----------------Page (18) Break----------------