Sagar Systech Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors take pleasure in presenting the Forty-first (41^st) Annual Report on the
business, operations and state of affairs of the Company together with the Audited
Financial Statements for the financial year ended 31^st March, 2025.

I. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results:

The Company’s financial highlights for the year under review along with previous
year figures are given hereunder:

(Amt in ’000)

Particulars	(2024-25) Amount Rs.	(2023-24) Amount Rs.
Income From Operations	3,531	(2,413)
Other Income	1,442	2,075
Total Revenue	4,973	(338)
Total Expenses	4,817	3,809
Profit/(Loss) before Interest, Depreciation & Tax	2,413	(1,921)
Less: Interest	2,257	(2,226)
Profit/(Loss)before Depreciation	156	(4,147)
Less: Depreciation	-	-
Profit/(Loss) After Depreciation and Interest	156	(4,147)
Less: Current Income Tax	(2)	-
Less: Deferred Tax	(3)	(3)
Net Profit After Taxation	151	(4,150)
Other Comprehensive Income
Items that will not be reclassified to Profit & Loss	7,895	26,278
Income Tax relating to items that will not be reclassified to Profit & Loss	(2,779)	(2,733)
Total Comprehensive Income/(Loss) for the Year	5,267	19,395
Earnings Per Share (Basic/Diluted)	0.47	(12.97)

b. Performance Review / Operations:

During the financial year 2024-2025, Company had a profit of Rs. 151 thousand as
compared to the loss of Rs. 4,150 thousands in the previous financial year. There
was no provision for depreciation required.

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

c. Dividend:

With a view to conserve resources, your directors have thought it prudent not to
recommend any dividend for the financial year 2024-2025 under review.

d. Transfer to General Reserve:

During the year under review, there was no amount transferred to the reserves by
the Company.

e. Share Capital:

The paid-up equity share capital as on 31^st March 2025 was Rs. 3200 thousand.
During the year under review, there was no public issue, rights issue, bonus issue
or preferential issue etc. The Company has not issued shares with differential
voting rights or sweat equity shares.

f. Unpaid Dividend & IEPF:

The Company has not transferred any amount to the Investor Education &
Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the
Company.

g. Report on Performance of Subsidiaries, Joint Venture and Associate
Companies:

During the year under review, your Company did not have any subsidiary, associate
and joint venture company.

h. Consolidated Financial Statement:

The Company does not have any subsidiary; the provisions of Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is
not applicable to the Company.

i. Material Changes and Commitment, if any, affecting the Financial Position of
the Company that occurred between the end of the Financial Year to which
this Financial Statements relate and the date of the report:

Except as disclosed elsewhere in this report, no material changes and commitments
which could affect the Company’s financial position have occurred between the end
of the financial year of the Company and date of this report.

j. Public Deposits:

The Company has neither accepted nor renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year under
review. Hence, the requirement for furnishing of details relating to deposits
covered under Chapter V of the Act or the details of deposits which are not in
compliance with the Chapter V of the Act is not applicable.

k. Particulars of Loans, Guarantees, Investments and Securities made under
Section 186 of the Companies Act, 2013:

During the year under review, the Company has not given any guarantees or
provided security. The details of loans and investments made by the Company
under Section 186 of the Companies Act, 2013 has been furnished in the Notes to
Accounts which forms part of the financials of the Company.

l. Particulars of Contracts or Arrangements made with Related Parties:

All contracts, arrangements or transactions entered in to by the Company during
the financial year 2024-2025, were in the ordinary course of business and were at
an arm''s length basis.

All related party transactions were placed before the Audit Committee for their
approval. Prior omnibus approval of the Audit Committee was obtained for the
transactions which were of repetitive nature. The transactions entered into
pursuant to the omnibus and specific approvals are reviewed periodically by the
Audit Committee.

There were no materially significant related party transactions made by the
Company during the year under consideration with the Promoters, Directors or Key
Managerial Personnel which have a potential conflict with the interest of the
Company at large.

During the year under review, the Company had not entered into any contract,
arrangement or transaction with related parties which could be considered
material in accordance with the Company’s policy on materiality of related party
transactions and a Policy on dealing with Related Party Transactions. The Policy is
available on the Company’s Website at www.sagarsystech.com.

Members may refer to Notes to Accounts of the financial statement which sets out
related party disclosures. The information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in "Annexure-A" in Form AOC-2 which is part of
this report.

m. Disclosure of Internal Control Systems and their Adequacy:

The Company has in place adequate internal financial controls with reference to
financial statements. The Company’s internal control system is designed to ensure
operational efficiency, protection and conservation of resources, accuracy and
promptness in financial reporting and compliance with the laws and regulations.

The Company has an internal control system, commensurate with the size of its
operations and nature of its business activities and is supported by an internal
audit process. M/s. V. R. Pandya & Co., Chartered Accountants, the Internal Auditor
of the Company monitors and evaluates the efficacy and adequacy of its internal
control system, its compliance with operating systems, accounting procedures and
policies of the Company.

n. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition And Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has
adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made
thereunder.

The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The following are the details
regarding complaints received during the year 2024-25:

S No.	Number of	Number of complaints	Number of cases
	complaints of sexual	disposed off during the	pending for more
	harassment received in the year	year	than ninety days
	Nil	Nil	Nil

o. Disclosure under Maternity Benefit Act 1961

The provisions of the Maternity Benefit Act, 1961, are not applicable to the
Company, as the total number of employees during the financial year remained
below the prescribed threshold of ten. However, the Company remains committed
to ensuring a safe and supportive work environment for all employees.

p. Secretarial Standards:

The Directors state that the Company has duly followed applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors’ and
''General Meetings’ respectively. The Secretarial Auditor in his Secretarial Audit
report confirms the same.

q. Extract of Annual Return:

In compliance with section 134(3)(a), the annual return referred to in subsection
(3) of Section 92 has been placed on the website of the Company at
www.sagarsvstech.com.

r. Particulars of Employees and Related Disclosures:

During the year under review, the Company has not paid any remuneration to the
Executive Director. Hence, the disclosure required pursuant to Section 197(12) of
the Companies Act, 2013 in respect of the ratio of the remuneration of each
director to the median employee’s remuneration read with Rule 5(1), 5(2) & 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not applicable to the Company.

Mrs. Meena Babu (DIN: 00799732) the Managing Director of the Company has
waived her remuneration for the F. Y. 2024-2025.

s. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo:

The Company is not engaged in any manufacturing activities and therefore, no
particulars are required to be disclosed under the Rule 8(3) of the Companies
(Accounts) Rules, 2014, in respect of conservation of energy and technology
absorption.

Further, there were no foreign exchange earnings and outgo during the year under
review.

t. Management Discussions and Analysis Report:

The Management Discussion and Analysis is annexed to this Report as Annexure -
E and forms the integral part of this report and covers, amongst other matters, the
performance of the Company during the financial year under review as well as the
future prospects.

u. Policy for Determination of Materiality of Events or Information:

As required under Regulation 30(4) (ii) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has updated the Policy
for Determination of Materiality of Events or Information and available on the
website of the Company www.sagarsystech.com.

v. Company''s Remuneration Policy:

Pursuant to applicable Regulations of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and Section 178 (3) of the Companies Act, 2013,
the Board has, on recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors, Key
Managerial Personnel and fixing their remuneration including criteria for
determining qualification, positive attributes, independence of director and key
managerial personnel.

w. Report on Corporate Governance:

Pursuant to sub-regulation (2) of Regulation 15 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a separate report on Corporate
Governance along with the Auditors’ Certificate on its compliance is not applicable
to the Company.

x. Other Disclosures:

a) Maintenance of cost records u/s 148 of the Act is not required for the Company;

b) The Company does not have any scheme or provision of money for the purchase
of or Subscription to its own shares by the employees/ Directors or by trustees
for the benefit of the employees/ Directors.

y. Green Initiative:

As in the previous years, this year too, we are publishing the statutory disclosures
along with the Notice of the AGM in the print version of the Annual Report.
Electronic copies of the Annual Report 2024-25 and Notice of the 41^st Annual
General Meeting are sent to all members whose email addresses are registered
with the Company / Depository Participant(s). For members who have not
registered their email addresses, physical copies are sent in the permitted mode.

II. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP):

a. Cessation

There was no cessation of Director during F. Y. 2024-2025.

b. Appointment of Director

During the financial year, there were no appointments to the Board of Directors.

c. Retirement by Rotation

In terms of the provisions of Section 152(6) of the Companies Act, 2013,
Mrs. Meena Mukesh Babu (DIN: 00799732) retires by rotation at the ensuing
Annual General Meeting and being eligible offers herself for re-appointment. The
Board recommends her re-appointment.

In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and applicable provisions of the Companies Act,
2013, brief profile of the Director to be appointed/re-appointed is included in the
Notice, which forms part of this Annual Report.

d. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the rules made
there under, the following employees are the whole time key managerial
personnel of the Company:

1. Mrs. Meena Mukesh Babu - Managing Director;

2. Mr. Kalpesh Damor - Chief Financial Officer;

3. Ms. Tejal Chheda - Company Secretary & Compliance Officer (upto 20^th January,
2025)

Ms. Prachi Sahu- Company Secretary & Compliance Officer (w.e.f. 3^rd March,
2025)

III. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES

a. Board Meetings:

The Board meets at regular intervals to discuss and decide on Company’s business,
policies and strategies. A tentative annual calendar of the Board and Committee
Meetings is informed to the Directors in advance to facilitate them to plan their
schedule and to ensure meaningful participation in the meetings. However, in case
of a special and urgent business need, the Board’s approval is taken by passing
resolutions through circulation, as permitted by law, which is confirmed at the
subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of the
Company. Meetings of the Board are held in Mumbai, Maharashtra. The agenda of
the Board/ Committee meetings is circulated 7 days prior to the date of the
meeting.

The Board of Directors met 5 (five) times during the financial year 2024-2025 i.e.,
23^rd May, 2024, 9^th August, 2024, 13^th November, 2024, 12^th February, 2025
and 03^rd March 2025. As stipulated, the gap between two meetings did not exceed
120 days.

Sr. No.	Name of Director	Designation/ Category	No. of Board meetings held	No. of Board. Meetings Attended	Last AGM attended
1	Mr. Mukesh Babu	Chairperson & Non-Executive Director	5	5	Yes
2	Mrs. Meena Mukesh Babu	Managing Director	5	5	Yes
3	Mr. Vijay Vora	Independent Director	5	5	Yes
4	Mr. Mehul Patel	Independent Director	5	5	Yes

*During the year under review, no remuneration/sitting fees were paid to any Director of
the Company.

b. Composition of the Board:

As on 31^st March, 2025, the Board had four members, out of which one is Executive
Director (Woman Director) and three are Non-Executive Directors out of which
two are Independent Directors. The composition of the Board of Directors is in
conformity with Section 149 of the Companies Act, 2013. The Board of Directors is
chaired by Non-Executive Director of the Company.

The Company requires skills/expertise/competencies in the areas of strategic
planning, finance, accounting, economics, legal and regulatory matters, mergers
and acquisitions, green technologies, sustainability to efficiently carry on the
businesses of the Company. The Board is satisfied that the current composition

reflects an appropriate mix of knowledge, skills, experience, expertise, diversity
and independence. The Board provides leadership, strategic guidance, an objective
and independent view to the Company’s management while discharging its
fiduciary responsibilities, thereby ensuring that the management adheres to high
standards of ethics, transparency and disclosure.

Matrix setting out the skills/expertise/competence of the Board of Directors is as
below:

Mrs. Meena Babu (Managing Director)	Mr. Mukesh Babu (Non-Executive Director)	Mr. Vijay Vora (Independent Director)	Mr. Mehul Patel (Independent Director)
Skills: Capital Markets, Finance Markets and Business, Strategic Planning and Finance	Skills: Capital Markets, Finance Markets and Business, Strategic Planning, Finance and Accounting	Skills: Business and Strategic Planning	Skills: Capital Markets, Finance and Accounting

The Board periodically reviews and evaluates the need for change in its
composition and size. None of the Directors of the Company hold directorship in
more than 10 public companies. Further, none of them is a member of more than
10 committees or chairman of more than 5 committees across all the public
companies in which he or she is a director.

As per the certificate pursuant to Regulation 34(3) and Schedule V Para C clause
(10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 issued by V. V. Chakradeo & Co., Practising Company Secretaries, none of the
Directors on the Board of the Company for the Financial Year ending on 31^st March,
2025 have been debarred or disqualified from being appointed or continuing as
Directors of companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs or any such other Statutory Authority.

The Certificate from Practicing Company Secretary is annexed to this report as
Annexure - B.

c. Audit Committee:

As required under Section 177 of the Companies Act, 2013, Company has a
competent Audit Committee consisting of Independent Directors and non¬
executive Directors.

The Committee met 4 (four) times during the financial year 2024-2025 i.e., on 23^rd
May, 2024, 9^th August, 2024, 13^th November, 2024, and 12^th February, 2025.

The Company Secretary acts as Secretary to the Committee. The gap between two
meetings did not exceed one hundred and twenty days and the necessary quorum
was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by
members of the committee are given below:

Sr. No	Name of Director	Designation/Category	No. of Meetings held	No. of. Meetings Attended
1.	Mr. Mehul Patel	Chairperson & Independent Director	4	4
2.	Mr. Vijay Vora	Member & Independent Director	4	4
3.	Mr. Mukesh Babu	Member & Non¬ Executive Director	4	4

*During the year under review, no remuneration/sitting fees were paid to any
Committee Members of the Company.

d. Nomination and Remuneration Committee:

As required under Section 178(1) of the Companies Act, 2013, Company has a
competent Nomination and Remuneration Committee consisting of Independent
Directors and Non-executive directors of the company.

The Nomination and Remuneration Committee met four times during the financial
year 2024-2025 on 23^rd May, 2024, 9^th August, 2024, 20^th January, 2025 and
03^rd March 2025 and the necessary quorum was present at the meeting.

The Company Secretary acts as Secretary to the Committee. The composition of the
Committee and the details of meetings attended by members of the committee are
given below:

Sr. No	Name of Director	Designation/Catego ry	No. of Meetings held	No. of. Meetings Attended
1.	Mr. Mehul Patel	Chairperson & Independent Director	4	4
2.	Mr. Vijay Vora	Member & Independent Director	4	4
3.	Mr. Mukesh Babu	Member & Non¬ Executive Director	4	4

*During the year under review, no remuneration/sitting fees were paid to any
Committee Members of the Company.

e. Stakeholders Relationship Committee:

Pursuant to Section 178(5) of the Companies Act, 2013, Company has constituted
“Stakeholders Relationship Committee” specifically to look into the mechanism of
redressal of grievances of Company’s stakeholders.

The Stakeholders Relationship Committee met 4 (four) times during the financial
year 2024-25 i.e., 23rd May, 2024, 9th August, 2024, 13th November, 2024,
and 12th February, 2025. As stipulated, the gap between two meetings did not
exceed 120 days and the necessary quorum was present at the meeting.

The Company Secretary & Compliance Officer of the Company acts as Secretary to
the Committee.

The composition of the Committee and the attendance of the members of the
Stakeholders Relationship Committee during the financial year 2024-2025 are as
given below:

Sr. No	Name of Director	Designation/Category	No. of Meetings held	No. of. Meetings Attended
1.	Mr. Mehul Patel	Chairperson & Independent Director	4	4
2.	Mr. Vijay Vora	Member & Independent Director	4	4
3.	Mr. Mukesh Babu	Member & Non¬ Executive Director	4	4

*During the year under review, no remuneration/sitting fees were paid to any
Committee Members of the Company.

The Company has appointed, MUFG Intime India Private Limited (formerly known
as Link Intime India Pvt. Ltd.) as its Registrar and Share Transfer Agent (RTA). Mrs.
Meena Mukesh Babu, Managing Director and/or Ms. Prachi Sahu, Company
Secretary and Compliance officer of the Company oversee the compliance for
complying with the requirements of the SEBI Listing Regulations and SEBI
(Prohibition of Insider Trading) Regulations as amended from time to time as well
as the functioning of the RTA.

During the year under services, there was no investor complaint received. The
status of complaints was reported to the Board on a quarterly basis. Details of
investors’ complaints as on 31^st March, 2025 are given below:

No. of complaints received during the year	NIL
No. of complaints resolved during the year	NIL
No. of complaints pending at the end of the year	NIL

All Shareholder/Investor complaints/requests were redressed within the time
frame prescribed by the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there were no pending requests for the financial year ended
31^st March, 2025.

The Secretarial Department of the Company and MUFG Intime India Private
Limited (RTA) attends all the grievances of the shareholders received directly or
through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of
Companies, etc. if any.

f. Vigil Mechanism and Whistle Blower Policy for the Directors and Employees:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with
the Companies (Meeting of Board & its Powers) Rules, 2014 as amended, the
Company has an effective Whistle Blower Policy & vigil mechanism to deal with the
instances of fraud and mismanagement. The policy is available on the Company’s
website at www.sagarsvstech.com.

The policy provides for adequate safeguard against the victimisation of the
employees and Directors who express their concerns. The Company has also
provided direct access to the Chairman of the Audit Committee on reporting issues
concerning the interests of employees and the Company. The functioning of Vigil
Mechanism is overseen by the Audit Committee. There was no instance of denial of
access to the Audit Committee.

g. Risk Management Policy:

The Board of the Company monitors the risk management plan for the Company.
The Board reviews the plan ensuring its effectiveness.

h. Corporate Social Responsibility (CSR) Policy:

The Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules 2014, is not applicable to our Company for the
financial year ended 2024-25 under review.

i. Code of Conduct:

The Board has laid down the Code of Conduct for all the Board members and the
senior managerial personnel of the Company, which is in compliance with
Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with the SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018 & Regulation 8(2) of the SEBI(Prohibition of
Insider Trading) Regulations, 2015, the Company has amended its Code of Practice
and Procedure for Fair Disclosure of Unpublished Price Sensitive Information
(UPSI) (''''the Code'''').

All the Board members and senior managerial personnel of the Company have
affirmed compliance with the Code of Conduct framed by the Board and a
declaration signed by the Managing Director to this effect as required under
Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of the Annual Report for the financial year 2024-25
as Annexure - C.

j. Policy on Directors'' Appointment and Remuneration including criteria for
determining qualifications, positive attributes, independence of director and
other matters provided under section 178 of the Companies Act, 2013:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Company has formulated a Nomination & Remuneration Policy on Directors’
appointment and remuneration criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under sub¬
section (3) of section 178.

The Nomination & Remuneration Policy of the Company is available on the
Company’s website: www.sagarsystech.com.

k. Evaluation of the performance of the board, its committees & individual
directors:

Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 read with
under Clause VIII of Schedule IV to the Companies Act, 2013 and the requirements
laid down under Schedule II on Corporate Governance of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015; the Nomination and
Remuneration Committee has framed Policy for evaluation of performance of the
Board, its committees and individual Directors.

The Policy inter alia provides the criteria for evaluation of performance such as
Board effectiveness, quality of discussion, contribution at the meetings, business
acumen, strategic thinking, and relationship with the stakeholders, corporate
governance practices, contribution of the Committees to the Board in discharging
its functions, etc.

During the year under review, a meeting of Independent Directors was held on
23^rd May 2024 to carry out annual evaluation of the performance of the Board, its
committees and of individual directors.

l. Policies of the Company:

The Company is determined to maintain a good corporate governance practice and
has a robust system for smooth and effective functioning of the Board. Various
policies have been framed by the Board of Directors as required under the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in order to follow a
uniform system of procedures. These policies are periodically reviewed and
updated by the Board of Directors of the Company from time to time. Following are
the major policies adopted by the Company:

1. Code of conduct for Insider Trading Policy

2. Policy on Insider Trading

3. Policy on Leak of UPSI

4. Nomination & Remuneration Policy

4. Policy on materiality of Events

5. Policy on dealing with Related Party Transactions

6. Whistle Blower Policy

7. Document Retention

8. Archival Policy

9. Familiarization programme policy for Independent Directors

10. Code for Directors and Senior Managerial Personnel

11. Policy on evaluation of Directors

The aforementioned policies are available on the website of the Company and can be
accessed at www.sagarsystech.com.

IV. INDEPENDENT DIRECTORS:

a. Declaration from Independent Directors:

The Board has received declaration from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed

both under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and have their names registered in
the Independent Director’s Databank.

b. Criteria for Performance Evaluation:

Nomination and Remuneration Committee has laid down various criteria for
performance evaluation of Independent Directors which, inter-alia, includes
preparedness and attendance at the meetings, understanding of Company’s
operations and business and contribution at Board Meetings.

c. Details of Familiarization Programme:

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, every Independent Director on the Board is
familiarized by the Executive Directors/ Senior Managerial Personnel about the
Company’s strategy, operations, organization structure, human resources,
quality, and finance and risk management at each Board Meeting before taking
up the agenda items for discussion.

Further, at the time of appointment of an independent director, the Company
issues a formal letter of appointment outlining his/ her role, functions, duties
and responsibilities as a director. The terms and conditions of letter of
appointment is available on the Company’s website at www.sagarsystech.com.

V. AUDITORS AND AUDIT REPORT:

a. Statutory Auditors:

At the 38^th Annual General Meeting of the company held on 27^th June, 2022, the
members of the company have appointed M/s. Shah, Shah & Shah, Chartered
Accountants (FRN: 116457W) as the Statutory Auditors of the Company for a
term of 5 (five) years upto the conclusion of 43rd Annual General Meeting to be
held in the F. Y. 2026-2027 without further ratification of such appointment by
the members.

The Auditors Report annexed to the Financial Statements does not contain any
qualification, reservation or adverse remark or disclaimer.

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors in its meeting held on 12^th May, 2024
appointed CS V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Practicing Company
Secretaries (FCS: 3382/ COP: 1705) to carry out the audit of secretarial records
of the Company for the financial year 2024-2025. The consent of the Secretarial
Auditor to undertake the secretarial audit for the financial year ended 31st
March, 2025 has been received by the Company.

The Secretarial Audit Report is annexed to this report as Annexure - D.

The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark or disclaimer.

c. Reporting of Frauds by Statutory Auditors:

The Statutory Auditors of the Company have not reported any instances of
fraud in the Company during the year under review as specified under the
Section 143(12) of the Companies Act, 2013.

VI. GENERAL BODY MEETINGS AND SHAREHOLDER INFORMATION:

a. General Body Meetings:

Details of last three Annual General Meetings held:

S	No. of SR passed	Date	Time	Venue
40th AGM	Nil	27.09.2024	12.30 p.m.	301-302, Sagar Avenue, S. V Road, Andheri (West), Mumbai-400058
39th AGM	2	04.08.2023 (2022-23)	12.30 p.m.	301-302, Sagar Avenue, S. V Road, Andheri (West), Mumbai-400058
38 th AGM	2	27.06.2022 (2021-22)	12.30 p.m.	Cafe Istaa, 12-A/1, New Sion Co-Op. Hsg. Soc. Ltd., Sion - West, Mumbai - 400022

* The (SR) special resolutions set out in the notice of AGM of were passed by the
shareholders with requisite majority.

b. Means of Communication:

(i) The Un-audited quarterly/ half yearly results are announced within forty-
five days of the close of the quarter. The audited annual results are
announced within sixty days from the closure of the financial year as per
the requirement of the Listing Regulations.

(ii) The quarterly/half-yearly/annual financial results of the Company are
published in one leading English daily newspaper i.e. Free Press Journal and
one vernacular daily newspaper i.e. Navshakti.

(iii) The financial results are also uploaded on the Company’s Website
www.sagarsystech.com.

(iv) The quarterly results, shareholding pattern, quarterly compliances and all
other corporate communications to BSE Limited are filed electronically. The
Company has complied with filing submissions through BSE Listing Centre.

c. General Shareholder Information:

1	Annual general meeting	41st Annual General Meeting
	Date	Tuesday, 9th day of September, 2025
	Time	1.00 p.m.
	Venue	301-302, Sagar Avenue, S. V Road, Andheri (West) Mumbai-400058, Maharashtra
2	Financial calendar	1st April 2024 to 31st March 2025
3	Date of book closure	3rd September, 2025 to 9th September, 2025 (both days inclusive)
4	Listing on stock exchanges	BSE Limited P.J. Towers, Dalal Street, Fort, Mumbai-400 001
5	Security code	511254
6	Demat ISIN numbers in NSDL & CDSL for equity shares	INE771Z01015
7	Listing Fees	The annual listing fees for the F. Y. 2024¬ 25 has been paid to the BSE
8	Registrar & Share Transfer agent	MUFG Intime India Private Limited (formerly known as Link Intime India Pvt. Ltd.) C-101, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai-400 083. Phone: [phone] E-mail : [email protected]
9	Share transfer system	• The share transfer work is handled by the registrar and share transfer agent of the company i.e. MUFG Intime India Private Limited who are also having connectivity with the depository’s viz. NSDL & CDSL.
		• The enquiries of the shareholders are attended on an immediate basis. Shares lodged for transfers are processed by the registrars & share transfer agent on fortnightly basis. The physical certificates are sent back duly endorsed within a period of 15 days from the date of lodgement.

10	Outstanding GDRs / ADRs	NIL
11	Dematerialisation of shares and liquidity	As on 31st March, 2025 - 3,01,350 shares out of 3,20,000 shares of the Company have been dematerialized representing 94.17%. The Company has entered into an agreement with NSDL and CDSL whereby shareholders have an option to dematerialize their shares with the depositories. Shareholders who continue to hold shares in physical form are advised to dematerialize their shares at the earliest since it helps in immediate transfer without any payment of stamp duty. The risks pertaining to physical certificates like loss, theft, forgery, damage are eliminated when shares are held in electronic form. For any clarification, assistance or information, relating to dematerialization of shares please contact the Company’s RTA. SEBI has notified vide Notification No. SEBI/LAD-NRO/GN/2018/24 dt. 08th June, 2018 that except in case of transmission or transposition of securities, requests for effecting the transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. In other words, there will not be any transfer of physical share after 5th December 2018. Members are thereby informed that pursuant to the SEBI Circular relating to ''Amendment to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandating transfer of securities in dematerialized form with a depository’, shares are to be transferred only in demat form. The amendment does not prohibit the investor from holding the shares in physical form, investor has the option of holding shares in physical form but any investor who is desirous of transferring shares (which are held in physical form) after 1st April 2019 can do so only once after the shares are dematerialized.

12	Reconciliation of share capital audit report	As stipulated by SEBI, a qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges on which the shares of the Company are listed. The audit confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
13	Plant location	The Company does not have any plant.
14	Details of non-compliance	No penalty has been imposed by any stock exchange, SEBI or SEC, nor has there been any instance of non-compliance with any legal requirements, or on matters relating to the capital market over the last three years.
15	Address for Correspondence
	Registered office of Company	the	Registrar and transfer agents
	12-A/1, New Sion Co-op. Hsg. Soc. Ltd., Sion (W), Mumbai 400022 Phone: [phone], e-mail: [email protected] website: www.sagarsystech.com		MUFG Intime India Private Limited (formerly known as Link Intime India Pvt. Ltd.) C-101, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai-400 083 Phone: [phone] E-mail: [email protected]

VII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

There were no significant and material orders passed by the Regulators / Courts
which would impact the going concern status of the Company and its future
operations.

VIII. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE.
2016:

The company has neither made any applications nor any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 during the year ended March 31,
2025.

IX. DIFFERENCE IN VALUATION:

The company has not availed any one-time settlement facility and has not taken
any loan from the banks and financial institutions during the year under review.
Therefore, the company was not required to provide the details with reference to
the difference in the amount of valuation done at the time of one-time settlement
and valuation done while taking loan from the banks or financial institutions.

X. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013,
the Board hereby submit its Responsibility Statement that —

a. in the preparation of the annual accounts for the year ended 31^st March, 2025,
the applicable IND-AS had been followed along with proper explanation relating
to material departures;

b. they 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 31^st March, 2025
and of the profit and loss of the company as on that date;

c. they had 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;

d. they had prepared the annual accounts on a going concern basis; and

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

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

XI. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business
associates, consultants, and various Government Authorities for their continued
support extended to your company’s activities during the year under review. Your
directors also acknowledge gratefully the shareholders for their support and
confidence reposed on your Company.

For and on behalf of the Board of Directors of
SAGAR SYSTECH LIMITED

Meena Babu Mukesh Babu

Managing Director Director

DIN:00799732 DIN: 00224300

Date: 30th July, 2025
Place: Mumbai

---

Mar 31, 2024

Your directors take pleasure in presenting the Fortieth (40^th) Annual Report on the
business, operations and state of affairs of the Company together with the Audited
Financial Statements for the financial year ended 31^st March, 2024.

I. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results:

The Company''s financial highlights for the year under review along with previous
year figures are given hereunder:

(Amt in ‘000)

Particulars		(2023-24) Amount Rs.	(2022-23) Amount Rs.
Income From Operations		(2,413)	-
Other Income		2,075	6,515
Total Revenue		(338)	6,515
Total Expenses		3,809	1,926
Profit/(Loss) before Interest, Depreciation		(1,921)	4,784
& Tax
Less:Interest		(2,226)	(195)
Profit/(Loss)before Depreciation		(4,147)	4,589
Less: Depreciation		-	-
Profit/(Loss) After Depreciation and		(4,147)	4,589
Interest
Less: Current Income Tax		-	(12)
Less: Deferred Tax		(3)	(12)
Net Profit After Taxation		(4,150)	4,613
Other Comprehensive Income
Items that will not be reclassified to Profit & Loss		26,278	(15,587)
Income Tax relating to items that will not be		(2,733)	1,621
reclassified to Profit & Loss
Total Comprehensive Income/(Loss) for the Year		19,395	(9,353)
Earnings Per Share (Basic/Diluted)		(12.97)	14.42

b. Performance Review / Operations:

During the financial year 2023-2024, Company suffered loss of Rs. 4,150 thousands
as compared to the profit of Rs. 4,613 thousands in the previous financial year. There
was no provision for depreciation required.

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

c. Dividend:

Due to the losses incurred by the Company, your directors have thought it prudent
not to recommend any dividend for the financial year 2023-2024 under review.

d. Transfer to General Reserve:

During the year under review, there was no amount transferred to the reserves by
the Company.

e. Share Capital:

The paid-up equity share capital as on 31^st March 2024 was Rs. 3200 thousand.
During the year under review, there was no public issue, rights issue, bonus issue or
preferential issue etc. The Company has not issued shares with differential voting
rights or sweat equity shares.

f. Unpaid Dividend & IEPF:

The Company has not transferred any amount to the Investor Education & Protection
Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

g. Report on Performance of Subsidiaries, Joint Venture and Associate
Companies:

During the year under review, your Company did not have any subsidiary, associate
and joint venture company.

h. Consolidated Financial Statement:

The Company does not have any subsidiary; the provisions of Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is
not applicable to the Company.

i. Material Changes and Commitment, if any, affecting the Financial Position of
the Company that occurred between the end of the Financial Year to which this
Financial Statements relate and the date of the report:

Except as disclosed elsewhere in this report, no material changes and commitments
which could affect the Company''s financial position have occurred between the end
of the financial year of the Company and date of this report.

j. Public Deposits:

The Company has neither accepted nor renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with
the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
Hence, the requirement for furnishing of details relating to deposits covered under

Chapter V of the Act or the details of deposits which are not in compliance with the
Chapter V of the Act is not applicable.

k. Particulars of Loans, Guarantees. Investments and Securities made under
Section 186 of the Companies Act, 2013:

During the year under review, the Company has not given any guarantees or
provided security. The details of loans and investments made by the Company under
Section 186 of the Companies Act, 2013 has been furnished in the Notes to Accounts
which forms part of the financials of the Company.

l. Particulars of Contracts or Arrangements made with Related Parties:

All contracts, arrangements or transactions entered in to by the Company during the
financial year 2023-2024, were in the ordinary course of business and were at an
arm''s length basis.

All related party transactions were placed before the Audit Committee for their
approval. Prior omnibus approval of the Audit Committee was obtained for the
transactions which were of repetitive nature. The transactions entered into pursuant
to the omnibus and specific approvals are reviewed periodically by the Audit
Committee.

There were no materially significant related party transactions made by the
Company during the year under consideration with the Promoters, Directors or Key
Managerial Personnel which have a potential conflict with the interest of the
Company at large.

During the year under review, the Company had not entered into any contract,
arrangement or transaction with related parties which could be considered material
in accordance with the Company''s policy on materiality of related party transactions
and a Policy on dealing with Related Party Transactions. The Policy is available on
the Company''s Website at www.sagarsystech.com.

Members may refer to Notes to Accounts of the financial statement which sets out
related party disclosures. The information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in “Annexure-A" in Form AOC-2 which is part of
this report.

m. Disclosure of Internal Control Systems and their Adequacy:

The Company has in place adequate internal financial controls with reference to
financial statements. The Company''s internal control system is designed to ensure
operational efficiency, protection and conservation of resources, accuracy and
promptness in financial reporting and compliance with the laws and regulations.

The Company has an internal control system, commensurate with the size of its
operations and nature of its business activities and is supported by an internal audit
process. M/s. V. R. Pandya & Co., Chartered Accountants, the Internal Auditor of the
Company monitors and evaluates the efficacy and adequacy of its internal control
system, its compliance with operating systems, accounting procedures and policies of
the Company.

n. Disclosure under the Sexual Harassment of Women at Workplace (Prevention.
Prohibition And Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has
adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made
thereunder.

o. Secretarial Standards:

The Directors state that the Company has duly followed applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and
‘General Meetings'' respectively. The Secretarial Auditor in his Secretarial Audit
report confirms the same.

p. Extract of Annual Return:

In compliance with section 134(3)(a), the annual return referred to in subsection (3)
of Section 92 has been placed on the website of the Company at
www.sagarsystech.com.

q. Particulars of Employees and Related Disclosures:

During the year under review, the Company has not paid any remuneration to the
Executive Director. Hence, the disclosure required pursuant to Section 197(12) of the
Companies Act, 2013 in respect of the ratio of the remuneration of each director to
the median employee''s remuneration read with Rule 5(1), 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
not applicable to the Company.

Mrs. Meena Babu (DIN: 00799732) the Managing Director of the Company has
waived her remuneration for the F. Y. 2023-2024.

r. Conservation of Energy. Technology Absorption. Foreign Exchange Earnings
and Outgo:

The Company is not engaged in any manufacturing activities and therefore, no
particulars are required to be disclosed under the Rule 8(3) of the Companies
(Accounts) Rules, 2014, in respect of conservation of energy and technology
absorption.

Further, there were no foreign exchange earnings and outgo during the year under
review.

s. Management Discussions and Analysis Report:

The Management Discussion and Analysis is annexed to this Report as Annexure - E
and forms the integral part of this report and covers, amongst other matters, the
performance of the Company during the financial year under review as well as the
future prospects.

t. Policy for Determination of Materiality of Events or Information:

As required under Regulation 30(4) (ii) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has updated the Policy
for Determination of Materiality of Events or Information and available on the
website of the Company www.sagarsystech.com.

u. Company’s Remuneration Policy:

Pursuant to applicable Regulations of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and Section 178 (3) of the Companies Act, 2013,
the Board has, on recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key Managerial
Personnel and fixing their remuneration including criteria for determining
qualification, positive attributes, independence of director and key managerial
personnel.

v. Report on Corporate Governance:

Pursuant to sub-regulation (2) of Regulation 15 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a separate report on Corporate
Governance along with the Auditors'' Certificate on its compliance is not applicable to
the Company.

w. Other Disclosures:

a) Maintenance of cost records u/s 148 of the Act is not required for the Company;

b) The Company does not have any scheme or provision of money for the purchase
of or Subscription to its own shares by the employees/ Directors or by trustees
for the benefit of the employees/ Directors.

x. Green Initiative:

As in the previous years, this year too, we are publishing the statutory disclosures
along with the Notice of the AGM in the print version of the Annual Report. Electronic
copies of the Annual Report 2023-24 and Notice of the 40^th Annual General Meeting
are sent to all members whose email addresses are registered with the Company /
Depository Participant(s). For members who have not registered their email
addresses, physical copies are sent in the permitted mode.

II. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a. Cessation

There was no cessation of Director during F. Y. 2023-2024.

b. Appointment of Director

During the year, the members approved the following re-appointments:

• Mr. Mehul Patel (DIN: 00221945) and Mr. Vijay Vora (DIN: 00224394) as
Independent Directors for a second consecutive term of five years from 29^th
May 2023 upto 28^th May, 2028.

In the opinion of the Board, Mr. Mehul Patel and Mr. Vijay Vora are persons
of integrity and fulfil requisite conditions as per applicable laws and are
independent of the management of the Company.

• Mrs. Meena Mukesh Babu (DIN: 00799732) as Managing Director for a
period of 5 years with effect from 29^th May 2023 upto 28^th May, 2028.

c. Retirement by Rotation

In terms of the provisions of Section 152(6) of the Companies Act, 2013,
Mr. Mukesh Champaklal Babu, Director (DIN: 00224300) retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re¬
appointment. The Board recommends his re-appointment.

In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and applicable provisions of the Companies Act,
2013, brief profile of the Director to be appointed/re-appointed is included in the
Notice, which forms part of this Annual Report.

d. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the rules made there
under, the following employees are the whole time key managerial personnel of the
Company:

1. Mrs. Meena Mukesh Babu - Managing Director;

2. Mr. Kalpesh Damor - Chief Financial Officer;

3. Mr. Umesh Patil - Company Secretary & Compliance Officer (upto 15th May, 2023)
Ms. Tejal Chheda - Company Secretary & Compliance Officer (w.e.f. 15th May, 2023)

III. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES

a. Board Meetings:

The Board meets at regular intervals to discuss and decide on Company''s business,
policies and strategies. A tentative annual calendar of the Board and Committee
Meetings is informed to the Directors in advance to facilitate them to plan their
schedule and to ensure meaningful participation in the meetings. However, in case
of a special and urgent business need, the Board''s approval is taken by passing
resolutions through circulation, as permitted by law, which is confirmed at the
subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of the
Company. Meetings of the Board are held in Mumbai, Maharashtra. The agenda of
the Board/ Committee meetings is circulated 7 days prior to the date of the
meeting.

The Board of Directors met 5 (five) times during the financial year 2023-2024 i.e.,
09^th May, 2023, 30^th June, 2023, 11^th August, 2023, 03^rd November, 2023, and
09^th February, 2024. As stipulated, the gap between two meetings did not exceed
120 days.

Sr. Name of Director No.	Designation/Category	No. of No. of Last AGM Board Board. attended meetings Meetings held Attended
1 Mr. Mukesh Babu	Chairperson &	5 5 Yes
	Non-Executive Director
2 Mrs. Meena Mukesh Babu	Managing Director	5 5 Yes
3 Mr. Vijay Vora	Independent	5 5 Yes
	Director
4 Mr. Mehul Patel	Independent Director	5 5 Yes

*During the year under review, no remuneration/sitting fees were paid to any
Director of the Company.

b. Composition of the Board:

As on 31^st March, 2024, the Board had four members, out of which one is Executive
Director (Woman Director) and three are Non-Executive Directors out of which
two are Independent Directors. The composition of the Board of Directors is in
conformity with Section 149 of the Companies Act, 2013. The Board of Directors is
chaired by Non-Executive Director of the Company.

The Company requires skills/expertise/competencies in the areas of strategic
planning, finance, accounting, economics, legal and regulatory matters, mergers
and acquisitions, green technologies, sustainability to efficiently carry on the
businesses of the Company. The Board is satisfied that the current composition
reflects an appropriate mix of knowledge, skills, experience, expertise, diversity
and independence. The Board provides leadership, strategic guidance, an objective
and independent view to the Company''s management while discharging its
fiduciary responsibilities, thereby ensuring that the management adheres to high
standards of ethics, transparency and disclosure.

Matrix setting out the skills/expertise/competence of the Board of Directors is as
below:

Mrs. Meena Babu (Managing Director)			Mr. Mukesh Babu (Non-Executive Director)			Mr. Vijay Vora (Independent Director)	Mr. Mehul Patel (Independent Director)
	Skills: Capital Markets, Finance Markets and Business, Strategic Planning and Finance			Skills: Capital Markets, Finance Markets and Business, Strategic Planning, Finance and		Skills: Business and Strategic Planning		Skills: Capital Markets, Finance and Accounting
				Accounting

The Board periodically reviews and evaluates the need for change in its
composition and size. None of the Directors of the Company hold directorship in
more than 10 public companies. Further, none of them is a member of more than
10 committees or chairman of more than 5 committees across all the public
companies in which he or she is a director.

As per the certificate pursuant to Regulation 34(3) and Schedule V Para C clause
(10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 issued by V. V. Chakradeo & Co., Practising Company Secretaries, none of the
Directors on the Board of the Company for the Financial Year ending on 31^st March,
2024 have been debarred or disqualified from being appointed or continuing as
Directors of companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs or any such other Statutory Authority.

The Certificate from Practicing Company Secretary is annexed to this report as
Annexure - B.

c. Audit Committee:

As required under Section 177 of the Companies Act, 2013, Company has a
competent Audit Committee consisting of Independent Directors and non¬
executive Directors.

The Committee met 4 (four) times during the financial year 2023-2024 i.e., on 09^th
May, 2023, 11^th August, 2023, 03^rd November, 2023, and 09^th February, 2024.

The Company Secretary acts as Secretary to the Committee. The gap between two
meetings did not exceed one hundred and twenty days and the necessary quorum
was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by
members of the committee are given below:

Sr. No Name of Director	Designation/Category	No. of No. of. Meetings Meetings held Attended
1. Mr. Mehul Patel	Chairperson &	4 4
	Independent Director
2. Mr. Vijay Vora	Member & Independent Director	4 4
3. Mr. Mukesh Babu	Member & Non-	4 4
	Executive Director

*During the year under review, no remuneration/sitting fees were paid to any
Committee Members of the Company.

d. Nomination and Remuneration Committee:

As required under Section 178(1) of the Companies Act, 2013, Company has a
competent Nomination and Remuneration Committee consisting of Independent
Directors and Non-executive directors of the company.

The Nomination and Remuneration Committee met twice during the financial year
2023-2024 on 09^th May, 2023 and 30th June, 2023 and the necessary quorum
was present at the meeting.

The Company Secretary acts as Secretary to the Committee. The composition of
the Committee and the details of meetings attended by members of the committee
are given below:

Sr. No Name of Director	Designation/Category	No. of No. of. Meetings Meetings held Attended
1. Mr. Mehul Patel	Chairperson &	2 2
	Independent Director
2. Mr. Vijay Vora	Member & Independent Director	2 2
3. Mr. Mukesh	Member & Non-	2 2
Babu	Executive Director

*During the year under review, no remuneration/sitting fees were paid to any
Committee Members of the Company.

e. Stakeholders Relationship Committee:

Pursuant to Section 178(5) of the Companies Act, 2013, Company has constituted
“Stakeholders Relationship Committee” specifically to look into the mechanism of
redressal of grievances of Company''s stakeholders.

The Stakeholders Relationship Committee met 4 (four) times during the financial
year 2023-24 i.e., 09^th May, 2023, 11^th August, 2023, 03^rd November, 2023, and
09^th February, 2024. As stipulated, the gap between two meetings did not exceed
120 days and the necessary quorum was present at the meeting.

The Company Secretary & Compliance Officer of the Company acts as Secretary to
the Committee.

The composition of the Committee and the attendance of the members of the
Stakeholders Relationship Committee during the financial year 2023-2024 are as
given below:

Sr. No Name of Director	Designation/Category	No. of No. of. Meetings Meetings held Attended
	Chairperson & Independent Director
1. Mr. Mehul Patel		4 4
D 2. Mr. Vijay Vora u	Member & Independent Director	4 4
3. Mr. Mukesh Babu	Member & Non¬ Executive Director	4 4

During the year under review, no remuneration/sitting fees were paid to any
Committee Members of the Company.

The Company has appointed, Link Intime India Private Limited as its Registrar
and Share Transfer Agent (RTA). Mrs. Meena Mukesh Babu, Managing Director
and/or Ms. Tejal Chheda, Company Secretary and Compliance officer of the
Company oversee the compliance for complying with the requirements of the
SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations as
amended from time to time as well as the functioning of the RTA.

During the year under services, there was no investor complaint received. The
status of complaints was reported to the Board on a quarterly basis. Details of
investors'' complaints as on 31^st March, 2024 are given below:

No. of complaints received during the year	NIL
No. of complaints resolved during the year	NIL
No. of complaints pending at the end of the year	NIL

All Shareholder/Investor complaints/requests were redressed within the time
frame prescribed by the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there were no pending requests for the financial year
ended 31^st March, 2024.

The Secretarial Department of the Company and Link Intime India Private
Limited (RTA) attends all the grievances of the shareholders received directly or
through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of
Companies, etc. if any.

f. Vigil Mechanism and Whistle Blower Policy for the Directors and
Employees:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read
with the Companies (Meeting of Board & its Powers) Rules, 2014 as amended, the
Company has an effective Whistle Blower Policy & vigil mechanism to deal with
the instances of fraud and mismanagement. The policy is available on the
Company''s website at www.sagarsystech.com.

The policy provides for adequate safeguard against the victimisation of the
employees and Directors who express their concerns. The Company has also
provided direct access to the Chairman of the Audit Committee on reporting
issues concerning the interests of employees and the Company. The functioning
of Vigil Mechanism is overseen by the Audit Committee. There was no instance of
denial of access to the Audit Committee.

g. Risk Management Policy:

The Board of the Company monitors the risk management plan for the Company.
The Board reviews the plan ensuring its effectiveness.

h. Corporate Social Responsibility (CSR) Policy:

The Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules 2014, is not applicable to our Company for the
financial year ended 2023-24 under review.

i. Code of Conduct:

The Board has laid down the Code of Conduct for all the Board members and the
senior managerial personnel of the Company, which is in compliance with
Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with the SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018 & Regulation 8(2) of the SEBI(Prohibition of
Insider Trading) Regulations, 2015, the Company has amended its Code of
Practice and Procedure for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI) (''''the Code'''').

All the Board members and senior managerial personnel of the Company have
affirmed compliance with the Code of Conduct framed by the Board and a
declaration signed by the Managing Director to this effect as required under
Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of the Annual Report for the financial year 2023-24
as Annexure - C.

j. Policy on Directors'' Appointment and Remuneration including criteria for
determining qualifications, positive attributes, independence of director
and other matters provided under section 178 of the Companies Act, 2013:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
the Company has formulated a Nomination & Remuneration Policy on Directors''
appointment and remuneration criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under sub¬
section (3) of section 178.

The Nomination & Remuneration Policy of the Company is available on the
Company''s website: www.sagarsystech.com.

k. Evaluation of the performance of the board, its committees & individual
directors:

Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 read
with under Clause VIII of Schedule IV to the Companies Act, 2013 and the
requirements laid down under Schedule II on Corporate Governance of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015; the
Nomination and Remuneration Committee has framed Policy for evaluation of
performance of the Board, its committees and individual Directors.

The Policy inter alia provides the criteria for evaluation of performance such as
Board effectiveness, quality of discussion, contribution at the meetings, business
acumen, strategic thinking, and relationship with the stakeholders, corporate
governance practices, contribution of the Committees to the Board in discharging
its functions, etc.

During the year under review, a meeting of Independent Directors was held on 9^th
May 2023 to carry out annual evaluation of the performance of the Board, its
committees and of individual directors.

l. Policies of the Company:

The Company is determined to maintain a good corporate governance practice
and has a robust system for smooth and effective functioning of the Board.
Various policies have been framed by the Board of Directors as required under
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in order to follow a
uniform system of procedures. These policies are periodically reviewed and
updated by the Board of Directors of the Company from time to time. Following
are the major policies adopted by the Company:

1. Code for Insider Trading Policy

2. Nomination & Remuneration Policy

3. Policy on materiality of Related Party Transactions

4. Policy on dealing with Related Party Transactions

5. Whistle Blower Policy

6. Document Retention and Archival Policy

7. Code for Directors and Senior Managerial Personnel

8. Policy on evaluation of Directors

The aforementioned policies are available on the website of the Company and can
be accessed at www.sagarsystech.com.

IV. INDEPENDENT DIRECTORS:

a. Declaration from Independent Directors:

The Board has received declaration from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed
both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and have their names registered in the
Independent Director''s Databank.

b. Criteria for Performance Evaluation:

Nomination and Remuneration Committee has laid down various criteria for
performance evaluation of Independent Directors which, inter-alia, includes
preparedness and attendance at the meetings, understanding of Company''s
operations and business and contribution at Board Meetings.

c. Details of Familiarization Programme:

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, every Independent Director on the Board is
familiarized by the Executive Directors/ Senior Managerial Personnel about the
Company''s strategy, operations, organization structure, human resources,
quality, and finance and risk management at each Board Meeting before taking up
the agenda items for discussion.

Further, at the time of appointment of an independent director, the Company
issues a formal letter of appointment outlining his/ her role, functions, duties and

responsibilities as a director. The terms and conditions of letter of appointment is
available on the Company''s website at www.sagarsystech.com.

V. AUDITORS AND AUDIT REPORT:

a. Statutory Auditors:

At the 38^th Annual General Meeting of the company held on 27^th June, 2022, the
members of the company have appointed M/s. Shah, Shah & Shah, Chartered
Accountants (FRN: 116457W) as the Statutory Auditors of the Company for a
term of 5 (five) years upto the conclusion of 43rd Annual General Meeting to be
held in the F. Y. 2026-2027 without further ratification of such appointment by
the members.

The Auditors Report annexed to the Financial Statements does not contain any
qualification, reservation or adverse remark or disclaimer.

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors in its meeting held on 9^th May, 2023 appointed
CS V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Practicing Company Secretaries
(FCS: 3382/ COP: 1705) to carry out the audit of secretarial records of the
Company for the financial year 2023-2024. The consent of the Secretarial Auditor
to undertake the secretarial audit for the financial year ended 31st March, 2024
has been received by the Company.

The Secretarial Audit Report is annexed to this report as Annexure - D.

The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark or disclaimer.

c. Reporting of Frauds by Statutory Auditors:

The Statutory Auditors of the Company have not reported any instances of fraud
in the Company during the year under review as specified under the Section
143(12) of the Companies Act, 2013.

VI. GENERAL BODY MEETINGS AND SHAREHOLDER INFORMATION:

a. General Body Meetings:

Details of last three Annual General Meetings held:

Meeting	No. of SR	Date	Time	Venue
No.	passed
39th	2	04.08.2023	12.30	301-302, Sagar Avenue, S. V
AGM		(2022-23)	p.m.	Road, Andheri (West), Mumbai-400058

38th AGM	2	27.06.2022 (2021-22)	12.30 p.m.	Cafe Istaa, 12-A/1, New Sion Co-Op. Hsg. Soc. Ltd., Sion - West, Mumbai - 400022
37th	--	29.09.2021	12.30	Cafe Istaa, 12-A/1, New Sion
AGM		(2020-21)	p.m.	Co-Op. Hsg. Soc. Ltd., Sion - West, Mumbai - 400022

* The (SR) special resolutions set out in the notice of AGM of were passed by the
shareholders with requisite majority.

b. Means of Communication:

(i) The Un-audited quarterly/ half yearly results are announced within forty-five
days of the close of the quarter. The audited annual results are announced within
sixty days from the closure of the financial year as per the requirement of the
Listing Regulations.

(ii) The quarterly/half-yearly/annual financial results of the Company are published
in one leading English daily newspaper i.e. Free Press Journal and one vernacular
daily newspaper i.e. Navshakti.

(iii) The financial results are also uploaded on the Company''s Website
www.sagarsystech.com.

(iv)The quarterly results, shareholding pattern, quarterly compliances and all other
corporate communications to BSE Limited are filed electronically. The Company
has complied with filing submissions through BSE Listing Centre.

c. General Shareholder Information:

1	Annual general meeting	40th Annual General Meeting
	Date	Friday, 27th day, of September, 2024
	Time	12.30 p.m.
	Venue	301-302, Sagar Avenue, S. V Road, Andheri (West) Mumbai-400058, Maharashtra
2	Financial calendar	1st April 2023 to 31st March 2024
3	Date of book closure	21st September, 2024 to 27th September, 2024 (both days inclusive)
4	Listing on stock exchanges	BSE Limited P.J. Towers, Dalal Street, Fort, Mumbai-400 001
5	Security code	511254

6	Demat ISIN numbers in NSDL & CDSL for equity shares	INE771Z01015
7	Listing Fees	The annual listing fees for the F. Y. 2023-24 has been paid to the BSE
8	Registrar & Share Transfer agent	Link Intime India Pvt. Ltd. C-101, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai-400 083. Phone: [phone] E-mail : [email protected]
9	Share transfer system	• The share transfer work is handled by the registrar and share transfer agent of the company i.e. Link Intime India Pvt. Ltd. who are also having connectivity with the depository''s viz. NSDL & CDSL. • The enquiries of the shareholders are attended on an immediate basis. Shares lodged for transfers are processed by the registrars & share transfer agent on fortnightly basis. The physical certificates are sent back duly endorsed within a period of 15 days from the date of lodgement.
10	Outstanding GDRs / ADRs	NIL
11	Dematerialisation of shares and liquidity	As on 31st March, 2024 - 3,01,350 shares out of 3,20,000 shares of the Company have been dematerialized representing 94.17%. The Company has entered into an agreement with NSDL and CDSL whereby shareholders have an option to dematerialize their shares with the depositories. Shareholders who continue to hold shares in physical form are advised to dematerialize their shares at the earliest since it helps in immediate transfer without any payment of stamp duty. The risks pertaining to physical certificates like loss, theft, forgery, damage are eliminated when shares are held in electronic form. For any clarification, assistance or information, relating to dematerialization of shares please contact the Company''s RTA. SEBI has notified vide Notification No. SEBI/LAD-NRO/GN/2018/24 dt. 08th June, 2018 that except in case of transmission or transposition of securities, requests for effecting the transfer of securities shall not be processed unless the securities are held in

		the dematerialized form with a depository. In other words, there will not be any transfer of physical share after 5th December 2018. Members are thereby informed that pursuant to the SEBI Circular relating to ‘Amendment to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandating transfer of securities in dematerialized form with a depository'', shares are to be transferred only in demat form. The amendment does not prohibit the investor from holding the shares in physical form, investor has the option of holding shares in physical form but any investor who is desirous of transferring shares (which are held in physical form) after 1st April 2019 can do so only once after the shares are dematerialized.
12	Reconciliation of share capital audit report	As stipulated by SEBI, a qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges on which the shares of the Company are listed. The audit confirms that the total Listed and Paid- up Capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
13	Plant location	The Company does not have any plant.
14	Details of non-compliance	No penalty has been imposed by any stock exchange, SEBI or SEC, nor has there been any instance of non-compliance with any legal requirements, or on matters relating to the capital market over the last three years.
15	Address for Correspondence
	Registered office of the Company		Registrar and transfer agents
	12-A/1, New Sion Co-op. Hsg. Soc. Ltd., Sion (W), Mumbai 400022 Phone: [phone], e-mail: [email protected] website: www.sagarsystech.com		Link Intime India Pvt. Ltd. C-101, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai-400 083 Phone: [phone] E-mail : [email protected]

VII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

There were no significant and material orders passed by the Regulators / Courts
which would impact the going concern status of the Company and its future
operations.

VIII. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE.
2016:

The company has neither made any applications nor any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 during the year ended March 31,
2024.

IX. DIFFERENCE IN VALUATION:

The company has not availed any one-time settlement facility and has not taken any
loan from the banks and financial institutions during the year under review.
Therefore, the company was not required to provide the details with reference to
the difference in the amount of valuation done at the time of one-time settlement
and valuation done while taking loan from the banks or financial institutions.

X. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the
Board hereby submit its Responsibility Statement that —

a. in the preparation of the annual accounts for the year ended 31^st March, 2024, the
applicable IND-AS had been followed along with proper explanation relating to
material departures;

b. they 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 31^st March, 2024 and
of the profit and loss of the company as on that date;

c. they had 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;

d. they had prepared the annual accounts on a going concern basis; and

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

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

XI. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support
extended to your company''s activities during the year under review. Your directors
also acknowledge gratefully the shareholders for their support and confidence
reposed on your Company.

For and on behalf of the Board of Directors of
SAGAR SYSTECH LIMITED

Meena Babu Mukesh Babu

Managing Director Director

DIN:00799732 DIN:00224300

Date: 09^th August, 2024
Place: Mumbai

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 30th Annual Report and Statement of accounts for the year ended 31st March 2014.

TOTAL INCOME 761,026 741,420

Profit/(Loss) befroe Interest, Depreciation & Tax 631,310 597,852

Less : Interest - -

Gross Profit 631,310 597,852

Less : Depreciation - -

Profit/(Loss) before Taxation 631,310 597,852

Add/(less) : Current Tax - -

Add/(less) : Deferred Tax (74,560) 3,951

Net Profit/(Loss) after Taxation 556,750 601,803

YEAR IN RETROSPECT

The company has earned Net profit after Tax of Rs. 5.57 lakhs as compared to net profit of Rs. 6.02 lacs in the previous year.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment)Act, 2000 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) that the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

DIRECTORS

Mr. Benny Itty who retires by rotation and being eligible, offers himself for re-appointment. FIXED DEPOSITS

The company has not accepted any deposit from the public during the year.

DIVIDEND

The company do not recommend dividend for the year.

AUDITORS

The current Auditors M/s. Chaitanya C. Dalal & Company retire on the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As the company is a service company, no particulars have been given regarding conservation of Energy and Technology Absorption.

Foreign Exchange earning and outgo during the year - Rs. Nil (Previous Year Rs Nil). PARTICULARS OF EMPLOYEES

Since the Company did not employ persons drawing remuneration in excess of Rs 500,000 per month or Rs 60,00,000 per annum, the information pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

CASH FLOW ANALYSIS

As per clause 32 of the Listing Agreement the cash flow statement has been attached to the Balance Sheet as on 31st March 2014 and Statement of Profit and Loss for the year ended 31st March, 2014.

ACKNOWLEDGEMENTS

Your directors wish to thank the company''s bankers and shareholders for their co-operation.

FOR AND ON BEHALF OF THE BOARD SAGAR SYSTECH LTD.

Sd/-

MUKESH BABU DIRECTOR

Place : Mumbai

Date : 30th May 2015.

---

Mar 31, 2013

The Directors have pleasure in presenting 29th Annual Report and Statement of accounts for the year ended 31st March 2013.

FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

TOTAL INCOME 741,420 702,200

Profit/(Loss) befroe Interest, Depreciation & Tax 597,852 584,110

Less : Interest - -

Gross Profit 597,852 584,110

Less : Depreciation - 824

Profit/(Loss) before Taxation 597,852 583,286

Add/(less) : Current Tax - -

Add/(less) : Deferred Tax 3,951 (64,352)

Net Profit/(Loss) after Taxation 601,803 518,934

YEAR IN RETROSPECT

The company has earned Net profit after Tax of Rs. 6.02 as compared to net profit of Rs. 5.19 lacs in the previous year.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment)Act, 2000 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) that the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

DIRECTORS

Mr. Benny Itty who retires by rotation and being eligible, offers himself for re-appointment.

FIXED DEPOSITS

The company has not accepted any deposit from the public during the year.

DIVIDEND

The company do not recommend dividend for the year.

AUDITORS

The current Auditors M/s. Chaitanya C. Dalal & Company retire on the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

PARTICULARS OF EMPLOYEES

Since the Company did not employ persons drawing remuneration in excess of Rs. 500,000 per month or Rs. 60,00,000 per annum, the information pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

CASH FLOW ANALYSIS

As per clause 32 of the Listing Agreement the cash flow statement has been attached to the Balance Sheet as on 31st March 2013 and Statement of Profit and Loss for the year ended 31st March, 2013.

ACKNOWLEDGEMENTS

Your directors wish to thank the company''s bankers and shareholders for their co-operation.

FOR AND ON BEHALF OF THE BOARD

SAGAR SYSTECH LTD.



MUKESH BABU

DIRECTOR

Place : Mumbai

Date : 10th May 2013.

---

Mar 31, 2012

The Directors have pleasure in presenting 28th Annual Report and Statement of accounts for the year ended 31st March 2012.

FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

TOTAL INCOME 702,200 721,200

Profit/(Loss) befroe Interest, Depreciation & Tax 584,110 616,985

Less : Interest - -

Gross Profit 584,110 616,985

Less : Depreciation 824 1,948

Profit/(Loss) before Taxation 583,286 615,037

Add/(less) : Taxation (64,352) 603

Net Profit/(Loss) after Taxation 518,934 615,640

YEAR IN RETROSPECT

The company has earned Net profit after Tax of Rs. 5.19 as compared to net loss Rs. 6.16 lacs in the previous year.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment)Act, 2000 with respect to Directors' Responsibilities Statement, it is hereby confirmed:

(i) that the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

DIRECTORS

Mr.K. Chandrasekhar who retires by rotation and being eligible, offers himself for re- appointment.

FIXED DEPOSITS

The company has not accepted any deposit from the public during the year.

DIVIDEND

The company do not recommend dividend for the year.

AUDITORS

The current Auditors M/s. Chaitanya C. Dalal & Company retire on the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As the company is a service company, no particulars have been given regarding conservation of Energy and Technology Absorption.

Foreign Exchange earning and outgo during the year - Rs. Nil (Previous Year Rs. Nil). PARTICULARS OF EMPLOYEES

Since the Company did not employ persons drawing remuneration in excess of Rs. 500,000 per month or Rs. 60,00,000 per annum, the information pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

CASH FLOW ANALYSIS

As per clause 32 of the Listing Agreement the cash flow statement has been attached to the Balance Sheet as on 31st March 2012 and Statement of Profit and Loss for the year ended 31st March, 2012.

ACKNOWLEDGEMENTS

Your directors wish to thank the company's bankers and shareholders for their co-operation.

FOR AND ON BEHALF OF THE BOARD SAGAR SYSTECH LTD.

MUKESH BABU DIRECTOR

Place : Mumbai

Date : 13th August 2012.

---

Mar 31, 2011

The Directors have pleasure in presenting their report and statement of accounts for the year ended 31st March 2011

FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR Rs Rs

TOTAL INCOME 721,200 78,750

Profit/(Loss) befroe Interest, Depreciation & Tax 616,985 (72,621)

Less: Interest - -

Gross Profit 616,985 (72,621)

Less: Depreciation 1,948 2,312

Profit/(Loss) before Taxation 615,037 (74,933)

Add/(less): Taxation 603 (323)

Net Profit/(Loss) after Taxation 615,640 (75,256)

YEAR IN RETROSPECT

The company has earned Net profit after Tax of Rs 6.15 as compared to net loss Rs 0.75 lacs in the previous year.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment)Act, 2000 with respect to Directors' Responsibilities Statement, it is hereby confirmed:

(i) that the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance 'of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

DIRECTORS

Mr.Benny Itty who retires by rotation and being eligible, offers himself for re-appointment.

FIXED DEPOSITS

The company has not accepted any deposit from the public during the year.

DIVIDEND

The company do not recommend dividend for the year.

AUDITORS

The current Auditors M/s. Chaitanya C. Dalai & Company retire on the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As the company is a service company, no particulars have been given regarding conservation of Energy and Technology Absorption.

Foreign Exchange earning and outgo during the year - Rs Nil (Previous Year Rs Nil).

PARTICULARS OF EMPLOYEES

Since the Company did not employ persons drawing remuneration in excess of Rs 500,000 per month or Rs 60,00,000 per annum, the information pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable. ,

CASH FLOW ANALYSIS

As per clause 32 of the Listing Agreement the cash flow statement has been attached to the Balance Sheet as on 31st March 2011 and Profit and Loss Account for the year ended 31st March, 2011.

ACKNOWLEDGEMENTS

Your directors wish to thank the company's bankers and shareholders for their co-operation.

FOR AND ON BEHALF OF THE BOARD SAGAR SYSTECH LTD.

MUKESH BABU DIRECTOR

Place: Mumbai

Date :29th July 2011.

---

Mar 31, 2010

The Directors have pleasure in presenting their report and statement of accounts for the year ended 31st March 2010

FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

TOTAL INCOME 78,750 120,224

Profit/(Loss) befroe Interest, Depreciation & Tax (72,621) (14,414)

Less : Interest - -

Gross Profit (72,621) (14,414)

Less: Depreciation 2,312 2,742

Profit/(Loss) before Taxation (74,933) (17,156)

Add/(less): Taxation (323) (420,929)

Net Profit/(Loss) after Taxation (75,256) (433,085)

YEAR IN RETROSPECT

The company has suffered a net loss Rs.0.75 lacs as compared net Loss of Rs. 4.38 Lacs in the previous year.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies (Am«ndment)Act, 2000 with respect to Directors Responsibilities Statement, It is hereby confirmed:

(i) that the preparation of the annual accounts for the financial year ended 31sl March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates thaf were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

12 - A/1, New Sion Co-operative Housing Society Limited, Sion (West), Mumbai - 400 022.

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Mar 31, 2009

The Directors have pleasure in presenting their report and statement of accounts for the year ended 31st March 2009

FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

TOTAL INCOME 120,224 240,356

Profit/(Loss) befroe Interest, Depreciation & Tax (14,414) 174,703 Less: Interest - -

Gross Profit (14,414) 174,703

Less: Depreciation 2,742 3,256

Profit/(Loss) before Taxation (17,156) 171,447

Add/(less): Taxation (420,929) 1,157

Net Profit/(Loss) after Taxation (438,085) 172,604

YEAR IN RETROSPECT

The company has suffered a net loss Rs.4.38 lacs as compared net profit of Rs. 1.73 Lacs in the previous year.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment)Act, 2000 with respect to Directors Responsibilities Statement, it is hereby confirmed:

(i) that the preparation of the annual accounts for the financial year ended 31st.March,

2009, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

DIRECTORS

Mr. Benny Itty who retires by rotation and being eligible, offers himself for re-appointment.

FIXED DEPOSITS

The company has not accepted any deposit from the public during the year.

AUDITORS

The current Auditors M/s. Chaitanya C. Dalai & Company retire on the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As the company is a service company, no particulars have been given regarding conservation of Energy and Technology Absorption.

Foreign Exchange earning and outgo during the year - Rs. Nil (Previous Year Rs. Nil).

PARTICULARS OF EMPLOYEES

There is no employee drawing remuneration in excess of the limits laid down under section 217 (2A) of the companies Act, 1956.

CASH FLOW ANALYSIS

As per clause 32 of the Listing Agreement the cash flow statement has been attached to the Balance Sheet as on 31st March 2009 and Profit and Loss Account for the year ended 31st March, 2009.

ACKNOWLEDGEMENTS

Your directors wish to thank the companys bankers and shareholders for their co-operation. The Company places on record its deep appreciation for all the employees of the company for their sincere and dedicated service.

FOR AND ON BEHALF OF THE BOARD SAGAR SYSTECH LTD.

DIRECTOR

Place: Mumbai

Date :31st July 2009.

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Mar 31, 2008

The Directors have pleasure in presenting their report and statement of accounts for the year ended 31st March 2008

FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

TOTAL INCOME 240,356 240,356

Profit before Interest, Depreciation & Depreciation 174,703 157,962 Less: Interest

Gross Profit 174,703 157,962

Less: Depreciation (3,256) (3,864)

Profit before Taxation 171,447 154,098

Add/(Less): Taxation 1,157 (61,390)

Net profit Transferred From/(to) General Reserve 172,604 92,708

YEAR IN RETROSPECT

The company earned net profit of Rs. 1.73 Lacs as compared net profit of Rs. 00.93 Lacs in the previous year.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment)Act, 2000 with respect to Directors Responsibilities Statement, it is hereby confirmed:

(i) that the preparation of the annual accounts for the financial year ended 31st March, 2008, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2008 on a going concern basis.

DIRECTORS

K. Chandrasekhar who retires by rotation and being eligible, offers himself for re-appointment.

FIXED DEPOSITS

The company has not accepted Sny deposit from the public during the year.

AUDITORS

The current Auditors M/s. Chaitanya C. Dalai & Company retire on the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As the company is a service company, no particulars have been given regarding conservation of Energy and Technology Absorption.

Foreign Exchange earning and outgo during the year - Rs. Nil (Previous Year Rs. Nil).

PARTICULARS OF EMPLOYEES

There is no employee drawing remuneration in excess of the limits laid down under section 217 (2A) of the companies Act, 1956.

CASH FLOW ANALYSIS

As per clause 32 of the Listing Agreement the cash flow statement has been attached to the Balance Sheet as on 31st March 2008 and Profit and Loss Account for the year ended 31st March, 2008.

ACKNOWLEDGEMENTS

Your directors wish to thank the companys bankers and shareholders for their co-operation. The Company places on record its deep appreciation for all the employees of the company for their sincere and dedicated service.

FOR AND ON BEHALF OF THE BOARD SAGAR SYSTECH LTD.

DIRECTOR

Place : Mumbai Date : 23rd July 2008.