Sai Capital Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors are pleased to present their 30^th Board Report and Financial Statements of your Company for the Financial Year ended March 31, 2025.

Highlights of the Financial Performance and state of Company''s Affairs

Key aspects of Financial Performance of the Company for the year ended March 31, 2025 along with previous year''s figures are tabulated below:

(Figure in Rs. Lacs)
Description	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations & Other Income	0.00	0.00	2,340.80	1,762.21
Expenses	69.63	62.93	700.55	2,583.02
Profit before exceptional items and tax	(69.63)	(62.93)	1,640.25	(820.80)
Exceptional Items (Prior Period Income/ (Expenses)	0.00	(0.59)	0.00	(0.59)
Profit before tax	(69.63)	(63.52)	1,640.25	(821.39)
Provision for taxation
Current Tax	Nil	Nil	543.54	374.35
Deferred Tax	Nil	Nil	4.89	3.33
Tax of earlier year	Nil	Nil	7.99	115.28
Profit after tax	(69.63)	(63.52)	1,083.83	(1,314.35)
Note: Previous year figures have been re-grouped / re-arranged wherever necessary.

During the Financial Year, total Revenue of your Company on Standalone basis stood at Nil as compared to Nil Turnover during the previous Financial Year 2023-24. The Net loss of the Company on standalone basis stood at ^ 69.63 Lacs as compared to Net loss of ^ 63.52 Lacs during the previous Financial Year 2023-24.

Further, during the Financial Year, the Consolidated Revenue from operations of the Company stood at ^ 2,340.80 Lacs as compared to ^ 1,762.21 Lacs during the previous Financial Year 2023-24. The Company earned a Net Profit of ^ 1,083.83 Lacs as compared to Net Loss of ^ 1,314.35 Lacs suffered during Financial Year 2023-24.

a) Subsidiaries, Associates and Joint Ventures

As on March 31, 2025, Company has the following Subsidiaries or Step-down Subsidiaries:

a. M/s. Health Care Energy Foods Private Limited, (Material Subsidiary)

b. M/s. Butterfly Ayurveda Private Limited, (Step-down Subsidiary)

c. M/s. Unisphere Industries Private Limited, (Step-down Subsidiary)

As per provisions of Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was one Material Subsidiary of the Company i.e., M/s. Health Care Energy Foods Private Limited as on March 31, 2025. However, subsequent to the end of the Financial Year, M/s. Butterfly Ayurveda Private Limited has also become a Material Subsidiary of the Company.

The Policy for determining ''Material Subsidiaries'' is available on the website of the Company at www.saicapital.co.in.

Further, in accordance with provisions of Section 129, 134 and 136 of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, and Regulation 33 of the SEBI Listing Regulations, the Company has prepared Consolidated financial statements, and a separate statement containing the salient features of financial statements of Subsidiaries in Form AOC-1 is attached as Annexure-1, which forms part of this Annual Report.

The financial statements of the Subsidiary Companies shall also be kept for inspection by any Shareholder during working hours at the Company''s Registered Office and that of the respective Subsidiary Company concerned.

In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated Financial Statements and related information of the Company and audited accounts of each of its Subsidiaries, are available on the website of the Company at www.saicapital.co.in.

b) Dividend

Considering the financial requirements, and in the absence of distributable profit, your Directors have not recommended any Dividend for the Financial Year ended March 31, 2025.

c) Amount Transferred to Reserves

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, during the Financial Year under review, the Board of Directors of the Company does not propose any amount to be carried to the Reserves. However, the entire amount of profit on consolidated basis for the year forms part of the ''Retained Earnings''.

d) Share Capital

The Authorized Share Capital of the Company at the end of Financial Year 2024-25 was ^ 6,00,00,000/- (Rupees Six Crores Only) comprising of 60,00,000 (Sixty Lakhs) Equity Shares of ^ 10/- (Rupees Ten Only) each and Paid-up Equity Share Capital of the Company was ^ 2,87,93,000 (Rupees Two Crore Eighty-Seven Lakhs Ninety-Three Thousand) comprising of 28,79,300 (Twenty-Eight Lakhs Seventy-Nine Thousand Three Hundred) Equity Shares of ^ 10/- each. There were no changes in the share capital of the Company during the Financial Year 2024-25.

Further, there was no Bonus Issue, Rights Issue, ESOP, Buy-back of Shares or issue of Shares with differential voting rights during the year under review.

e) Material changes affecting the Company

Following are the material changes and commitments occurred between the end of the Financial Year and the date of this Report which may affect the financial position of the Company:

1. M/s. Butterfly Ayurveda Private Limited, a Step-down Subsidiary Company, has become a Material Subsidiary pursuant to Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for FY 2025-26.

2. Material Subsidiary of the Company i.e. M/s. Health Care Energy Foods Private Limited has shifted its Registered Office from "B-143, Okhla Industrial Area Phase-I, New Delhi-110020” to "Flat No. 508, Chiranjiv Tower, 43, Nehru Place, New Delhi-110019” which is within the local limits of Delhi city w.e.f. March 28, 2025.

No other material changes and/or commitments occurred which may affect the financial position of the Company between the end of the Financial Year and date of this Report.

CHANGE IN THE NATURE OF BUSINESS OF COMPANY

There has been no change in the nature of Business of your Company during the Financial Year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Company''s Board had four Members comprising of one Executive Director, one Non-Executive, Non-Independent Director, and two Non-Executive, Independent Directors. The Board has one Woman Director. The details of composition of the Board and Committees, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Changes in Directors:

During the Financial Year under review, following changes took place in the Composition of Directors & Key Managerial Personnel:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with rules made there under, and Articles of Association of your Company, Mr. Ankur Rawat (DIN: 07682969) is liable to retire by rotation at the 30^th Annual General Meeting (AGM), and being eligible, offers himself for re-appointment.

Mrs. Kamlesh Gupta (DIN: 07243898) was appointed as a Non-Executive, Independent Director by the Members of the Company at the 25^th Annual General Meeting held on December 27, 2021, for a first term of five years with effect from March 26, 2021 up to March 25, 2026. In order to comply with the provisions of Companies Act, 2013 and SEBI Listing Regulations with respect to the constitution of Board of Directors of the Company, the Company needs to appoint/ reappoint a NonExecutive Independent Director on the Board as the tenure of appointment of Mrs. Kamlesh Gupta will expire on March 25, 2026.

The Board of Directors have, on the recommendation of the Nomination and Remuneration Committee of the Company, at their Meeting held on August 14, 2025, re-appointed Mrs. Kamlesh Gupta (DIN: 07243898) as a Non-Executive, Independent Director of your Company with effect from 26^th March, 2026 for a second term of 5 (five) consecutive years i.e. up to 25^th March 2031 and recommended the said re-appointment to the Members for their approval by way of a Special Resolution at the 30^th Annual General Meeting ("AGM”). A Special Resolution seeking approval of the

Members on the aforesaid proposal along with Explanatory Statement is set out as Item No. 4 in the Notice of the 30^th AGM of your Company.

Brief profiles of the Directors proposed to be re-appointed, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are appended as an Annexure to the Notice of the ensuing AGM. The Board recommends the appointment/re-appointment of Directors for the approval of the Members of the Company.

Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Further, in the opinion of the Board, the Independent Directors of the Company hold highest standards of integrity and possess requisite, expertise and experience (including proficiency) as required to fulfil their duties as Independent Directors as disclosed under Rule 8(5)(iii) (a) of the Companies (Accounts) Rules, 2014 and all the Independent Directors are registered in the databank of Indian Institute of Corporate Affairs.

Change in Key Managerial Personnel:

During the Financial Year 2024-25, following were the changes in Key Managerial Personnel: -

a) Mr. Nitin Gupta (FCS No. 8485) resigned from the post of Company Secretary & Compliance officer of the Company with effect from December 05, 2024.

b) Mr. Sagar Verma (ACS No.48226) was appointed as the Company Secretary & Compliance officer of the Company with effect from December 06, 2024. Further, he resigned from the said position with effect from February 03, 2025.

c) Mr. Karan Mehra (ACS No. 65352) was appointed as a Company Secretary & Compliance officer of the Company with effect from February 14, 2025.

Further, Pursuant to the provisions of Section 203 of the Companies Act, 2013, Dr. Niraj Kumar Singh - Managing Director, Mr. Ankur Rawat - Chief Financial Officer and Mr. Karan Mehra - Company Secretary are the Key Managerial Personnel of your Company as on March 31, 2025.

COMMITTEES OF THE BOARD

The Board of Directors have following statutory Committees:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholder Relationship Committee

The Composition, terms of reference, and number of Meetings of the Committees during the period under review are mentioned in the Corporate Governance Report, which forms part of this Annual Report.

Board Evaluation and Familiarization Programme

The Board carried out an annual performance evaluation of its own performance and that of its Committees, and Individual Directors as per the formal mechanism for such evaluation adopted by the Board.

The performance evaluation of the Chairman, the Non-Independent Directors, the Committees and the Board as a whole was carried out by the Independent Director The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the Meetings and otherwise, independent judgment, governance issues, etc.

The details of familiarization programmes imparted to the Independent Directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and related matters are available on the website of the Company at https://www.saicapital.co.in.

Board Meetings

During the Financial Year 2024-25, 07 (Seven) Meetings of the Board of Directors were convened and held on May 30, 2024, August 14, 2024, September 02, 2024, November 14, 2024, December 06, 2024, January 30, 2025 & February 14, 2025 respectively, in accordance with the provisions of Section 173 of the Companies Act, 2013.

Audit Committee Meetings

During the Financial Year 2024-25, 05 (Five) Meetings of the Audit Committee were convened and held on May 30, 2024, August 14, 2024, November 14, 2024, December 06, 2024 & February 14, 2025 respectively, in accordance with the provisions of the Companies Act, 2013.

Nomination & Remuneration Committee Meetings

During the Financial Year 2024-25, 04 (Four) Meetings of the Nomination & Remuneration Committee were held on May 30, 2024, August 22, 2024, December 06, 2024 & February 14, 202 respectively,5 in accordance with the provisions of the Companies Act, 2013.

Stakeholder Relationship Committee Meetings

During the Financial Year 2024-25, 01 (One) Meeting of the Stakeholder Relationship Committee was held on May 30, 2024 in accordance with the provisions of Companies Act, 2013.

The details and attendance at Board and Committees Meetings are included in the Corporate Governance Report forming a part of this Annual Report.

Independent Directors'' Meeting

The Independent Directors met on February 14, 2025, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees, and the Board as a whole along with the performance of the Chairman of your Company and assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Directors'' Responsibility Statement

In pursuance of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors of the Company, to the best of their knowledge and belief, hereby confirm that:

(a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit or (loss) of your Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 ("the Act”) for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Annual Accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES

The statement of Disclosure of Remuneration under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules''), is annexed with this report as Annexure-2 and forms an integral part of this Report.

During the Financial Year under review, your Company has not floated any Scheme in relation to Employees Stock Options.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at http://www.saicapital.co.in/. The following is the summary of the complaints received and disposed - off during the financial year 2024-25:

Number of Sexual Harassment Complaints received: NIL

Number of Sexual Harassment Complaints disposed off: NIL

Number of Sexual Harassment Complaints beyond 90 days: NIL

COMPLIANCE WITH PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company is fully committed to upholding the rights and welfare of its employees in accordance with applicable laws. Although there are currently no female employees on the rolls of the Company, the management ensures compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The necessary policies and frameworks are in place to provide maternity benefits as mandated under the Act, and these will be extended to all eligible female employees as and when applicable.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required Certificate from a Statutory Auditor, regarding compliance of the conditions of Corporate Governance, as stipulated as Annexure-3. The Company gives prime importance to reliable financial information, integrity transparency, fairness, empowerment and compliance with law in letter and spirit.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management Personnel of your Company ("Code of Conduct”), who have affirmed their compliance thereto. The Code of Conduct is available on the website of your Company at www.saicapital.co.in.

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of your Company is available on the website of your Company at the web-link http://www.saicapital.co.in.

VIGIL MECHANISM

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of your Company at www.saicapital.co.in.

During the Financial Year under review, no complaint has been registered under this mechanism.

NOMINATION AND REMUNERATION POLICY

The details of the Nomination and Remuneration Policy are given in the Corporate Governance Report forming part of this Annual Report. The Nomination and Remuneration Policy is posted on the website of your Company i.e., www.saicapital.co.in and salient features of the Policy are attached with this Report as Annexure-4.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the composition of the Audit Committee is as under:

S. No	Name	Designation
1.	Mrs. Kamlesh Gupta	Chairperson & Member
2.	Mr. Kailash Chandra Sharma	Member
3.	Mr. Ankur Rawat	Member

Further during the year, all recommendations of the Audit Committee were approved by the Board of Directors.

RISK MANAGEMENT

The purpose of Risk Management is to assist the Board in fulfilling its responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks. It involves identifying potential events and threats that may affect the Company, and formulating strategies to manage these events while ensuring that the risk exposure remains at the defined and appropriate levels. The detailed risk review is provided in the Management Discussion & Analysis section forming integral part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties are placed before the Audit Committee for its approval. An omnibus approval of the Audit Committee is obtained for the Related Party Transactions which are repetitive in nature.

All Related Party Transactions entered into during the period under review were in the ordinary course of business and at arm''s length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 ("the Act”), in Form AOC-2 is not applicable. Members may refer to the Financial Statements which sets out Related Party disclosures pursuant to IND AS-24.

No Loans / Investments to / in Related Party (ies) have been written off, or classified as doubtful, during the year under review.

The Policy on Related Party Transactions is available on your Company''s website i.e., www.saicapital.co.in.

DEPOSITS

There were no outstanding Deposits within the meaning of Section 73 and 76 of the Act read with rules made there under, at the end of the Financial Year 2024-25 or the previous Financial Year. Your Company did not accept any Deposit during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company has not paid any Dividend in the past. Hence, there is no requirement of transfer of unpaid dividend as per the requirements of the IEPF Rules.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made there under, are given in the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of Directors have laid down internal financial controls to be followed by the Company, and such policies and procedures to be adopted by the Company for ensuring an orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to Section 139 of the Act read with rules made there under, as amended, M/s. Mehrotra & Co., Chartered Accountants (ICAI Firm Registration Number: 000720C) were appointed as the Statutory Auditors of your Company at the 27^th AGM held on August 05, 2022, for the first term of five years till the conclusion of the 32^nd Annual General Meeting (AGM) of your Company to be held in the year 2027.

The Company has received a Certificate of eligibility from M/s. Mehrotra & Co., in accordance with the provisions of the Companies Act, 2013 and rules made there under and a confirmation that they continue to hold valid Peer Review Certificate as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Auditors'' Report is annexed herewith and is an integral part of this Annual Report. The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. Auditors'' Report to the Shareholders for the Financial Year ended March 31, 2025, does not contain any qualification.

The Auditor has not reported any matter under section 143(12) of the Act, therefore, no detail is required to be disclosed under section 134(3) of the Act.

Pursuant to provisions of Section 204 and other applicable provisions and relevant rules of the Companies Act, 2013, Ms. Sakshi Gupta, Practicing Company Secretary (COP No.:22952), was appointed as the Secretarial Auditor of the Company to undertake Secretarial Audit for Financial Year 2024-25.

Accordingly, the Secretarial Audit for Financial Year ended March 31, 2025 was carried out by Ms. Sakshi Gupta, Practicing Company Secretary (Membership No.: 59295). The Report given by the Secretarial Auditor is annexed as Annexure-5 and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors” and "General Meetings”, respectively.

The Auditor has not reported any matter under section 143(12) of the Act, therefore, no details are required to be disclosed under section 134(3) of the Act.

As the appointment of Ms. Sakshi Gupta, Practicing Company Secretary (Membership No.: 59295) as Secretarial Auditor was for Financial Year 2024-25, and the term of appointment has come to an end, pursuant to provisions of Section 204 and other applicable provisions and relevant rules of the Companies Act, 2013 read with Regulation 24A of The SEBI (Listing obligation & Disclosure Requirements) Regulation, 2015, the Board of Directors of the Company has recommended the reappointment of Ms. Sakshi Gupta, Practicing Company Secretary (COP No.:22952), as Secretarial Auditor, subject to the approval of Shareholders, to hold office for the term of 5 (five) consecutive years to conduct audit of the secretarial and related records of the Company and to furnish Secretarial Audit Report(s) for the Financial year 2025-26 to 2029-30. The said matter appears in the Notice convening the 30^th AGM as Item No. 3.

The Company has received consent from Ms. Sakshi Gupta, confirming willingness and eligibility for continuing as the Secretarial Auditor of the Company for the next five consecutive years commencing 2025-26.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

As per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Health Care Energy Foods Private Limited, which is a material unlisted subsidiary of the Company has appointed, Ms. Sakshi Gupta, Practising Company Secretary (COP No.: 22952), to undertake the Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report confirms that the Material Subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report issued by Ms. Sakshi Gupta, Practising Company Secretary (COP No.: 22952), is in the prescribed format is annexed to this Report as Annexure-6. Further, there were no qualifications, reservations, adverse remarks or disclaimers in the said Secretarial Audit Report.

COST AUDIT AND COST RECORDS

Maintenance of cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 is not required to be carried out by your Company, and as such Cost Audit is also not applicable to the Company.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the Financial Year ended March 31, 2025, in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is as under:

A) CONSERVATION OF ENERGY

i. Energy conservation measures taken - N.A.

ii. Additional Investments and proposals, if any, being implemented for reduction of consumption of energy - N.A.

iii. Impact of the measures at (i) and (ii) above for reduction of energy consumption and consequent impact in the cost of production of goods - N.A.

iv. Steps taken by the Company for utilizing alternate sources of energy - N.A.

v. Capital investment on energy conservation Equipment - N.A.

B) TECHNOLOGY ABSORPTION

i. Efforts made in technology absorption - N.A.

ii. Specific areas in which R & D carried out by the Company and Benefits derived as a result of R & D - N.A.

iii. Technology imported during last three years - None

iv. The future plan of action - None

v. Expenditure in R & D - Nil

vi. Technology Absorption, adaptation and innovation efforts & benefits to the Company - N.A.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Efforts and initiative in relation to the exports - N.A.

ii. Total foreign exchange used and earned - N.A

PREVENTION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations”), as amended, your Company has adopted a ''Code of Practices & Procedures for fair disclosure of Unpublished Price Sensitive Information''(UPSI) to regulate, monitor and report trading by designated persons in listed securities of your Company ("the Code”). The same has been uploaded on the website of the Company i.e. http://www.saicapital.co.in/.

The Code aims at preserving and preventing misuse of UPSI. All Designated Persons of your Company are covered under the Code, which provides, inter alia, for periodical disclosures, and obtaining pre-clearances for trading in Securities of your Company. PAN based online tracking mechanism for monitoring of the trades in your Company''s Securities by the "Designated Persons” and their Relatives is in place to ensure real time detection and taking appropriate action, in case of any non-compliance with the provisions of the Code.

The Board of Directors, Designated Persons, and other Connected Persons have affirmed compliance with the Code.

Despite a challenging global landscape, India''s economy stayed resilient. India solidified its position as the world''s fourth-largest economy, showcasing its significant economic strength and becoming one of the fastest growing major economies.

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis report on your Company''s performance, industry trends, and other material changes with respect to the Company are as under:

I. Industry Structure and Developments & Outlook, Opportunities & Threats and Discussion on financial performance with respect to operational performance:

The following analysis of Company''s financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto, contained elsewhere in this Report. Some of the statements in this report constitute forward-looking statements, which relate to future events or the Company''s future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

• the Company''s future operating results;

• the Company''s business prospects

• the impact of investments that the Company expects to make;

• the dependence of the Company''s future success on the general economy and its impact on the industries in which the Company operates and invests;

• the Company''s expected financing operations and investments; and

• the adequacy of the Company''s cash resources and working capital;

II. Segment wise or product wise performance: N.A.

III. Risk and Concerns: The Company has risk and concerns similar to the industry in which it operates.

IV. Internal Control Systems and their adequacy: The Company has appropriate Internal Control Systems and the same are adequate and commensurate to the size of the business.

V. Material Developments in Human Resources / Industrial Relations front, including number of people employed: There is no material development in Human Resources during the year under review. Number of people employed during the Financial Year under consideration are 3.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of such nature during the year under review:

1. Issue of Equity Shares with differential rights as to Dividend, Voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Voting rights which are not directly exercised by the employees in respect of Shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold Shares as envisaged under section 67(3)(c) of the Act).

4. During the year, there was no application made or any proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

5. There was no instance of one-time settlement with any Bank or Financial Institutions.

6. Revision of financial statements and Directors'' Report of your Company.

7. Raising of funds through preferential allotment or qualified institutions placement.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in this Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed, or implied in the statements depending on the circumstances.

APPRECIATION

The Directors hereby wish to place on record their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Directors look forward to the long-term future of the Company with confidence.

---

Mar 31, 2024

Your Directors are pleased to present their Report and Financial Statements of your Company for the Financial Year ended 31^st March, 2024.

Highlights of the Financial Performance and State of Company’s Affairs

(Figure in Rs. Lacs)

Description	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations & Other Income	0.00	0.33	1,762.21	1,594.62
Expenses	62.93	55.29	2,583.02	1,077.32
Profit before exceptional items and tax	(62.93)	(54.96)	(820.80)	517.30
Exceptional Items (Prior Period Income/ (Expenses)	(0.59)	(0.30)	(0.59)	(0.29)
Profit before tax	(63.52)	(55.26)	(821.39)	517.01
Provision for taxation
Current Tax	Nil	Nil	374.35	242.96
Deferred Tax	Nil	Nil	3.33	14.30
Tax of earlier year	Nil	Nil	115.28	Nil
Profit after tax	(63.52)	(55.26)	(1,314.35)	259.74

During the financial year, total revenue of your Company on standalone basis stood at Nil as compared to Rs. 0.33 Lacs during the previous financial year 2022-23. The Net loss of the Company on standalone basis stood at Rs. 63.52 Lacs as compared to Net loss of Rs. 55.26 Lacs during the previous financial year 202223.

Further, during the financial year, the consolidated revenue from operations of the Company stood at Rs. 1,762.21 Lacs as compared to Rs. 1,594.62 Lacs during the previous financial year 2022-23. The Net loss for the financial year on consolidated basis stood at Rs. 1,314.35 as compared to Net Profit of Rs. 259.74 Lacs during the previous financial year 2022-23.

a) Subsidiaries, Associates and Joint Ventures

A list of Bodies Corporate which are Subsidiary / Step-Down Subsidiaries of your Company is provided as part of the notes to the consolidated financial statements.

Pursuant to the provisions of Section 129, 134 and 136 of the Act, read with rules made thereunder, and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements, and a separate statement containing the salient features of financial statements of subsidiaries in Form AOC-1, which forms part of this Annual Report.

The financial statements of the Subsidiary Companies shall also be kept for inspection by any Shareholder during working hours at the Company’s Registered Office and that of the respective Subsidiary Company concerned.

In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company at www.saicapital.co.in.

b) Dividend

Considering the financial requirements and in the absence of distributable profit, your Directors have not recommended any dividend for the year ended March 31, 2024.

c) Amount Transfer to Reserves

Your Directors do not propose to transfer any amount to the reserves.

d) Share Capital

There is no change in Share Capital of the Company during the year under review.

e) Material changes affecting the Company

During the year under review, the Material Subsidiary of the Company, M/s. Health Care Energy Foods Private Limited has approved an investment in the Equity Share Capital by way of Rights Issue of its wholly owned subsidiary i.e., M/s. Unisphere Industries Private Limited, a step-down subsidiary of the Company, up to an amount of Rs. 3,00,00,000/- (Rupees Three Crore).

As on February 27, 2024, 30,00,000 (Thirty Lac) Equity Shares of Rs. 10/- (Rupees Ten) each, at par, of M/s. Unisphere Industries Private Limited, a step-down subsidiary of the Company have been allotted to the Material Subsidiary of the Company, M/s. Health Care Energy Foods Private Limited against the Rights Issue of the step-down subsidiary

As on March 01, 2024, the Board of Directors of an Unlisted Step-down Subsidiary of the Company, M/s. Unisphere Industries Private Limited have approved the redemption of 30,00,000 (Thirty Lacs) 7% Non-Convertible Preference Shares of Rs. 10/- (Rupees Ten) each of the Unlisted Step-down Subsidiary held by the Material Subsidiary of the Company i.e., M/s. Health Care Energy Foods Private Limited which were issued and allotted on March 30, 2022.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has also been no change in the nature of business of your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2024, your Company’s Board of Directors had four Members comprising of one Executive Director, one Non-Executive, Non-Independent Director, and two Non-Executive, Independent Directors. The Board has one Woman Director. The details of composition of the Board and Committees, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Changes in Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with rules made thereunder and Articles of Association of your Company, Mr. Ankur Rawat (DIN: 07682969) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

Mr. Kailash Chandra Sharma (DIN: 00339013) was appointed as Non-Executive Independent Director by the Members of the Company at the 25th Annual General Meeting held on December 28, 2020, for a first term of five years with effect from November 14, 2019 up to November 13, 2024. In order to comply with the provisions of Companies Act, 2013 and SEBI Listing Regulations with respect to the constitution of

Board of Directors of the Company, the Company needs to appoint/ reappoint the Non-Executive Independent Director on the Board as the tenure of appointment of Mr. Sharma will expire on November 13, 2024.

The Board of Directors have, on the recommendation of the Nomination and Remuneration Committee, at their Meeting held on September 02, 2024 re-appointed Mr. Kailash Chandra Sharma (DIN: 00339013) as an Independent Non-Executive Director of your Company with effect from 14^th November, 2024 for a second term of five consecutive years i.e. up to 13th November 2029 and recommended the said reappointment to the Members for their approval by way of a Special Resolution at the 29^th Annual General Meeting (“AGM”). A Special Resolution seeking approval of the Members on the aforesaid proposal along with Explanatory Statement is set out as Item No. 3 in the Notice of the 29^th AGM of your Company.

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Briefprofile of the Directors proposed to be re-appointed, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, is appended as an Annexure to the Notice of the ensuing AGM. The Board recommends the re-appointment of Directors for the approval of the Members of the Company.

Change in Key Managerial Personnel:

There is no change in Key Managerial Personnel of the Company during the financial year 2023-24. Pursuant to the provisions of Section 203 of the Companies Act, 2013, Dr. Niraj Kumar Singh - Managing Director, Mr. Ankur Rawat - Chief Financial Officer and Mr. Nitin Gupta - Company Secretary are the Key Managerial Personnel of your Company as on 31^st March, 2024.

Committees of the Board

Details of various Committees constituted by the Board, including the Committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

Number of Meetings of the Board

The Board met 5 (Five) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors’ Meeting

The Independent Directors met on 14^th February, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company and assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and Familiarization Programme

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism for such evaluation adopted by the Board.

The performance evaluation of the Chairman, the Non-Independent Directors, the Committees and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as

composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

The details of familiarization programmes imparted to the Independent Directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and related matters are available on the website of the Company at https://www.saicapital.co.in.

Directors’ Responsibility Statement

The Directors state that:

(a) in the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2024 and of the profit or (loss) of your Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (“the Act”) for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Annual Accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’), is annexed and forms an integral part of this Report. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of your Company or at the email address [email protected].

During the year under review, your Company has not floated any Scheme in relation to Employees Stock Option.

As per the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), your Company has a robust mechanism in place to redress complaints reported

under it. The Company has complied with provisions relating to the POSH. In the financial year 2023-24, no cases of sexual harassment were reported.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Statutory Auditor, regarding compliance of the conditions of Corporate Governance, as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management Personnel of your Company (“Code of Conduct”), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at www.saicapital.co.in.

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company is available on the website of your Company at the web-link https://www.saicapital.co.in.

VIGIL MECHANISM

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of your Company at www.saicapital.co.in.

During the year under review, no complaint has been registered under this mechanism.

NOMINATION AND REMUNERATION POLICY

The details of the Nomination and Remuneration Policy are given in the Corporate Governance Report forming part of this Annual Report. The Nomination and Remuneration Policy is posted on the website of your Company i.e., www.saicapital.co.in

RISK MANAGEMENT

The purpose of Risk Management is to assist the Board in fulfilling its responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks. It involves identifying potential events and threats that may affect the Company and formulating strategy to manage these events while ensuring that the risk exposure remains at the defined appropriate levels. The detailed risk review is provided in the Management Discussion & Analysis section forming integral part of Annual Report.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval of the Audit Committee is obtained for the Related Party Transactions which are repetitive in nature.

All Related Party Transactions entered into during the period under review were in ordinary course of business and at arm’s length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 (“the Act”), in Form AOC-2 is not applicable. Members may refer to the Financial Statements which sets out Related Party disclosures pursuant to IND AS-24.

No loans / investments to / in the related party(ies) have been written off or classified as doubtful during the year under review. The Policy on Related Party Transactions is available on your Company’s website i.e., www.saicapital.co.in.

PUBLIC DEPOSITS

There were no outstanding Deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2023-24 or the previous financial years. Your Company did not accept any Deposit during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not paid Dividend in the past. Hence, there is no requirement of transfer of unpaid dividend as per the requirements of the IEPF Rules.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder are given in the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company’s operations in future.

STATUTORY AUDITORS AND AUDITOR’S REPORT

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Mehrotra & Co., Chartered Accountants (ICAI Firm Registration Number: 000720C) were appointed as the Statutory Auditors of your Company at the 27^th AGM held on August 05, 2022, for the first term of five years till the conclusion of 32^nd Annual General Meeting (AGM) of your Company to be held in the year 2027.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors’ Report are self-explanatory. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Auditors’ Report to the Shareholders for the financial year ended 31st March, 2024, does not contain any qualification.

The Auditors had not reported any matter under Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS

The Secretarial Audit was carried out by Ms. Sakshi Gupta, Practicing Company Secretary (Membership No.: 59295) for the financial year ended 31^st March, 2024. The Report given by the Secretarial Auditor is annexed and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively.

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had appointed Ms. Sakshi Gupta- Practicing Company Secretary, to undertake the Secretarial Audit of your Company for the Financial Year 2023-24. The Secretarial Audit Report for the year under review is provided as Annexure to this Report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

The Auditors have not reported any matter under Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

As on 31st March, 2024 your Company had 1 (one) material subsidiary. As per the requirements of SEBI Listing Regulations, a Practicing Company Secretary was appointed by the material subsidiary of the Company to undertake secretarial audit for F.Y. 2023-24. The Secretarial Audit Report issued by the Secretarial Auditor confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non-compliances.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of Directors have laid down internal financial controls to be followed by the Company, and such policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31^st March, 2024, in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is as under:

A) CONSERVATION OF ENERGY

i. Energy conservation measures taken - N.A.

ii. Additional Investments and proposals, if any, being implemented for reduction of consumption of energy - N.A.

iii. Impact of the measures at (i) and (ii) above for reduction of energy consumption and consequent impact in the cost of production of goods - N.A.

iv. Steps taken by the Company for utilizing alternate sources of energy - N.A.

v. Capital investment on energy conservation Equipment - N.A.

B) TECHNOLOGY ABSORPTION

i. Efforts made in technology absorption - N.A.

ii. Specific areas in which R & D carried out by the Company and Benefits derived as a result of R & D - N.A.

iii. Technology imported during last three years - None

iv. The future plan of action - None

v. Expenditure in R & D - Nil

vi. Technology Absorption, adaptation and innovation efforts & benefits to the Company -N.A.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Efforts and initiative in relation to the exports - N.A.

ii. Total foreign exchange used and earned - N.A.

PREVENTION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“Insider Trading Regulations”), as amended, your Company has adopted a ‘Code of Practices & Procedures for fair disclosure of Unpublished Price Sensitive Information’(UPSI) to regulate, monitor and report trading by designated persons in listed securities of your Company (“the Code”).

The Code aims at preserving and preventing misuse of UPSI. All Designated Persons of your Company are covered under the Code, which provides, inter alia, for periodical disclosures and obtaining pre-clearances for trading in Securities of your Company. PAN based online tracking mechanism for monitoring of the trade in your Company’s Securities by the “Designated Persons” and their relatives is in place to ensure real time detection and taking appropriate action, in case of any non-compliance with the provisions of the Code.

The Board of Directors, designated persons and other connected persons have affirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Despite a challenging global landscape, India’s economy stayed resilient. India solidified its position as the world’s fifth-largest economy, showcasing its significant economic strength and becoming one of the fastest growing major economies.

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis report on your Company’s performance industry trends and other material changes with respect to the Company are as under:

i. Industry Structure and Developments & Outlook, Opportunities & Threats and Discussion on financial performance with respect to operational performance:

The following analysis of Company’s financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this report. Some of the statements in this report constitute forward-looking statements, which relate to future events or the Company’s future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

• the Company’s future operating results;

• the Company’s business prospects

• the impact of investments that the Company expects to make;

• the dependence of the Company’s future success on the general economy and its impact on the industries in which the Company operates and invests;

• the Company’s expected financing operations and investments; and

• the adequacy of the Company’s cash resources and working capital;

ii. Segment wise or product wise performance: N.A.

iii. Risk and Concerns: The Company has risk and concerns similar to the industry in which it operates.

iv. Internal Control Systems and their adequacy: The Company has appropriate Internal Control Systems and the same are adequate and commensurate to the size of the business.

v. Material Developments in Human Resources / Industrial Relations front, including number of people employed: There is no material development in Human Resources during the year under review. Number of people employed during the financial year under consideration are 3.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of such nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

4. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

5. One-time settlement of loan obtained from the Banks or Financial Institutions.

6. Revision of financial statements and Directors’ Report of your Company.

7. Raising of funds through preferential allotment or qualified institutions placement.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in this Report, describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed, or implied in the statements depending on the circumstances.

APPRECIATION

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Directors look forward to the long-term future with confidence.

On behalf of the Board of Directors For Sai Capital Limited

Dr. Niraj Kumar Singh

Date : 2^nd September, 2024 Chairman & Managing Director

Place : New Delhi DIN: 00233396

---

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Nineteenth Annual Report of your Company and the Audited Statement of Accounts for the year ended on March 31, 2014.

The financial results of your Company for the year ended on March 31, 2014 are as follows:

(Rs. in Lacs)

2013-14 2012-13

Total Income (2.56) 4.21

Profit/Loss before Depreciation and Tax (8.00) (2.94)

Depreciation 0.10 0.14

Profit/Loss before Tax (8.10) (3.08)

Provision for Income Tax (FBT) 0.00 0.00

Net Profit/Loss (8.10) (3.08)

Profit( )/Loss(-) brought forward (291.48) (288.40)

Accumulated Loss (299.58) (291.48)

PERFORMANCE REVIEW & OUTLOOK

The Company turned in a loss of Rs. 8.10 lacs as against a loss of Rs. 3.08 lacs in the previous year. The Management is making efforts to improve the profitability of the Company and hopes to report a better performance in the years to come.

DIVIDEND

Due to inadequacy of profits, your Directors do not recommend payment of dividend for the year under report.

CORPORATE GOVERNANCE REPORT

A Separate Section on Corporate Governance forming part of the Director''s Report and the certificate from the Company''s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Industry Trends and Business Analysis:

After a long gap general elections have provided a stable government at the centre. Although the global economic scenario remains uncertain, Capital Markets are likely to maintain positive movements. However, high Crude oil prices and elevated inflation continue cause concern and could pose hindrance in reduction of interest rates. A change in investment sentiment will be the key to spurring growth. A favourable monsoon will also act as a catalyst in promoting growth. The Company is expected to benefit from the buoyancy in the economy.

OPPORTUNITIES AND THREATS

Opportunities:

The Company is well positioned to avail opportunities and participate in the growth of the economy. The Company hopes to capitalise on its experience and turn in a better performance in the future years.

Threats:

Major fluctuations in Capital Markets pose a significant challenge and could lead to losses in the event of adverse movements in equities both domestic and global. Financing activities assume a higher risk during a slowdown in the economy.

Segment wise performance:

The Company is engaged primarily in the business of Investments & Finance and accordingly there are no separate reportable segment as per Accounting Standard 17.

Future Prospects and Outlook:

Financial Services and Investment Banking remain high growth areas. The key being access to low cost resources. The Company continues to explore avenues to increase its investible surplus by raising resources and hopes to expand its operations and increase profitability.

Risks and Concerns:

The performance of the Company is very closely linked with the conditions of the economy (both domestic & global) and is also very sensitive to the fluctuations in the Capital Markets, interest rates fluctuations, inflation and credit risks.

Internal Control Systems and Their Adequacy:

The Company has put in place an adequate system of internal controls which are monitored on a regular basis, commensurate with the nature of its business. All activities are monitored to prevent any unauthorised transactions or misuse of any assets. The Audit committee of the Board oversees and reviews the adequacy of internal controls at regular intervals.

Financial Performance:

The Company reported a Loss of Rs. 8.10 Lacs during the year under review as against a Loss of Rs. 3.08 Lacs during the previous year. The Issued & Subscribed Capital of the Company stood at Rs. 550.37 Lacs. The Paid up Capital is Rs. 360.11 Lacs. Allotment money due but not received is Rs. 187.26 Lacs.

Human Resources:

The management of the Company maintains cordial relations with the employees and considers human capital as one of the most valuable resources.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956;

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

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

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

iv) that the directors have prepared the annual accounts on going concern basis.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is not engaged in manufacturing/processing, it is not in a position to undertake any measure for energy conservation or technology absorption. There was no income or expenditure in Foreign Exchange during this period.

DEPOSITS

The Company has no public deposits and has neither invited nor accepted any deposit from the public during this period.

DIRECTORS

Mrs. Juhi Singh, Director retires by rotation and being eligible, offers herself for reappointment. The Board recommends the appointment of Mr. N. P. Sharma and Mr. K. P. Mukherjee as Non Executive, Independent Directors to hold office for 5 (five) consecutive years. Mr. N. P. Sharma and Mr. K. P. Mukherjee shall not be liable to retire by rotation.

LISTING OF EQUITY SHARES

The Equity Shares of your company are listed on Delhi, Mumbai and Chennai Stock Exchanges. Your Company has paid the Listing Fee upto and including the financial year 2013-14 to BSE Limited. The pending listing fee due to Delhi and Chennai Stock Exchanges will be paid once the status of these stock exchanges is finalized.

EMPLOYEES

During the year, there was no employee, whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956.

AUDITORS

In accordance with the provisions of Companies Act, 1956, M/s. A K G & Co., Chartered Accountants, statutory auditors, retire at the conclusion of the Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received the certificate from A K G & Co. to the effect that their appointment, if made, would be within the prescribed limit U/s 224(1-B) of the Companies Act, 1956.

ACKNOWLEDGMENTS

Your Directors take this opportunity of expressing their gratitude to M/s. Sai Agencies Private Limited, M/s. Indian Bank, Hauz Khas, New Delhi and all other associates for their cooperation and assistance extended to your Company.

BY ORDER OF THE BOARD OF DIRECTORS

PLACE : NEW DELHI (DR. NIRAJ K. SINGH) DATED : May 30, 2014 Chairman & Managing Director

---

Mar 31, 2011

The Directors take pleasure in presenting the Sixteenth Annual Report of your Company and the audited Statement of Accounts for the year ended on March 31 2011.

The financial results of your Company for the year ended on March 31, 2011 are as follows:

( Rs. in Lacs)

2010-11 2009-10

Gross Income 3.38 5.15

Profit/Loss before Depreciation and Tax (3 40) (4.27)

Depreciation 0.16 0.16

Profit/Loss before Tax (3.56) 0.43

Provision for Income Tax (FBT) 0.00 0.00

Net Profit/Loss (3.56) 0.43

Profit{ )/Loss(-) brought forward (278.88) (279.32)

Accumulated Loss (282.45) (278.88)

PERFORMANCE REVIEW & OUTLOOK The Company turned in a loss of Rs.3.56 lacs as against a profit of Rs,0.43 lacs in the previous year The management is making efforts to improve the profitability of the company and hopes to report a better performance in the years to come.

DIVIDEND : Due to loss during the year, Your director do not recommend payment of dividend for the year under report.

CORPORATE GOVERNANCE REPORT

A Separate Section on Corporate Governance forming part of the Director's Report and the certificate from the Company' s Auditors Confirming the Compliance of conditions on corporate Governance as stipulated in clause 49 of the Listing Agreement is Included in the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Industry Trends and Business Analysis: The economy and capital Markets both domestic and global remain cautions due to fears of recession persistent high inflation and increase in prices of crude & commodities. This has lead to policy action on the interest rate front. It is, however hoped that India will emerge as a resilient global economy and will continue to be favored destination for investors. The Company is expected to immensely benefit from the opportunities arising from the growth in the economy.

OPPORTUNITIES AND THREATS

Opportunities : The globalisation of the economy has vastly increased the opportunities available to India Companies. There is significant potential for providing services in rich areas. The Company hopes to capitalise on its experience and turn in a better performance in the future years

Threats: The valuations of the capitals Market pose significant risk and could lead to losses in the event of fall, small mid-sized NBFC's remain marginalized due to lack of economics of scale.

Segment wise performance : The Company is engaged primarily in the business of investments & Finance and accordingly there are no separate reportable segment as per Accounting Standard 17. Future Prospects and outlook : with total financial services almost having been monopolized by Public & private Sectors Banks, the Company will have to develop niche areas for itself and explore means to substantially increase its investible funds to participate in the growth of the economy. The Company hopes to forge partnership with larger players in other fields to increase its presence and achieve profitability in its operations. The Company also hopes to raise resource to increase its Investment operations.

Risk and Concerns ; The performance of the company is very closely linked with the conditions of the economy 9both domestic & global) and is also very sensitive to the fluctuations in the capital Market interest rates fluctuation, inflation and credit risk.

Internal Control Systems and Their Adequacy : The Company has put in Place and adequate system of internal Controls which are monitored on a regular basis, commensurate with the nature of its business. all activities ate monitored to prevent any unauthorised transactions or misue of any assets. The Audit committee of the Board oversees and reviews the adequacy of Internal controls at regular intervals.

Financial Performance ; The Company reported a Loss of Rs.3.56 Lacs during the year under review as against a Profit of Rs0.43 Lacs during the previous Year. The issued & Subscribed Capital of the Company stood at Rs 550.37 lacs, The Paid up capitals is Rs 363.11 Lacs Allotment money due but not received is Rs 187.26 Lacs.

Human Resources : The Management of the company maintains cordial relations with the employees and considers human Capital as one of the most valuable resources.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and behalf and according to the information and explanations obtained by them, your Director make the following statement in terms of sections 217(2aa( of the companies Act, 1956;

i) that in the preparation of the annual accountants, the applicable accounting standards have been followed;

ii) That the directors have selected such accounting polices and applied them consistently and made judgments and estimates that were reasonable and prudent so as give true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year under review,

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

iv) that the directors have prepared the annual accounts on going accounts on going concern basis.

CONSERVATIN OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is not engaged in manufacturing processing. it is not in a positions to undertake any measure for energy conservation or technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no income or expenditure in For gin Exchange during this period.

DEPOSITS : The Company has no public depositions and has neither invited nor accepted any deposit from the public during this period.

DIRECTORS

Mr.N.P. Sharma and Mrs, Juhi Singh, Directors retire by rotations and being eligible offer themselves for re-appointment, the Company prose the Re-appointment of Mr. N.P sharma and Mrs. Juhi Singh as Directors.

LISITING OF EQUITY SHARES The Equity shares of your company are listed on Delhi, Mumbai and Chennai Stock Exchanges, your company has paid the Listing Fee up to and including the financial year 2011-12 to the Bombay Stock Exchange Limited, Mumbai. The listing fee due to Delhi and Chennai stock Exchanges is being reconciled and will be paid as soon as the amount to be paid is determined.

EMPLOYESS during the year there was no employee, whose particular are required to be given under section 217(A) of the companies ACT, 1956

AUDITORS : In accordance with the provisions of companies Act, 1956 M/S, A K G & CO., Chartered accountants statutory auditors, retire at the conclusion of the Annual General Meeting & being eligible offers themselves for re-appointment The Company has received the Certificate from A K G & Co, to the effect that their appointment, if made, would be within the prescribed limited U/S (1-B) of companies Act, 1956.

ACKNOWLEDGMENTS Your Directors take this opportunities of expressing their gratitude to M/S Sai Agencies (P) Ltd. & M/s. Indian Bank, Hauz Khas, New Delhi for the corporation and assistance extended to your Company.

BY ORDER OF THE BOARD OF DIRECTOR Sd/-

PLACE : NEW DELHI DR. NIRAJK. SINGH

DATED : 28TH MAY, 2011 chairman & Managing Director

---

Mar 31, 2010

The Directors take pleasure in presenting the Fifteenth Annual Report of your company and the audited Statement of Accounts for the year ended on March 31,2010.

The financial results of your Company for the year ended on March 31, 2010 are as follows: (Rs. in Lacs)

2009-10 2008-09

Gross Income 5.15 0.25

Profit/Loss before Depreciation and Tax (4.27) (19.05)

Depreciation 0.16 0.17

Profit/Loss before Tax 0.43 (19.23)

Provision for Income Tax (FBT) 0.00 0.05

Net Profit/Loss 0.43 (19.28)

Profit(+)/Loss(-) brought forward (279.32) (260.04)

Accumulated Loss (278.88) (279.32)

PERFORMANCE REVIEW & OUTLOOK

The Company turned in a small profit of Rs. 0.43 lacs as against a loss of Rs. 19.28 lacs in the previous year. The suspension in the trading of Shares of the Company was revoked by Bombay Stock Exchange Limited, Mumbai in December 2009. With this development, the Company expects to collect more allotment monies and resources in future, thereby improving the performance of the Company in the periods to come.

DIVIDEND

There being a very marginal profit during the year, your Directors do not recommend payment of dividend for the year under report.

CORPORATE GOVERNANCE REPORT

A Separate Section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Industry Trends and Business Analysis :The economy and Capital Markets continued to exhibit cautious buoyancy during the year under review. High inflation hovering around double digits remains a key concern for the economy and is likely to lead to policy action on the rate and monetary front. However, all signals point to a sustained economic growth and the emergence of India as a resilient global economy opening new avenues for domestic industry including services on a continuing basis. The Company is expected to immensely benefit from the opportunities arising from the growth in the economy.

OPPORTUNITIES ANDTHREATS

Opportunities:The globalisation of the economy has vastly increased the opportunities available to Indian Companies.There is significant potential for providing services in niche areas.The Company hopes to capitalise on its experience and turn in a better performance in the future years.

Threats : The valuations of the Capital Markets pose significant risk and could lead to losses in the event of a fall.

Small mid-sized NBFCs remain marginalised due to lack of economies of scale.

Segment wise performance:The Company is engaged primarily in tho business of Investments & Finance and accordingly there are no separate reportable segment as per Accounting Standard 17.

Future Prospects and Outlook: With retail financial services almost having been monopolised by Public & Private Sectors Banks, the Company will have to develop niche areas for itself and explore means to substantially increase its investible funds to participate in the growth of the economy. The Company hopes to forge partnership with larger players in other fields to increase its presence and achieve profitability in its operations. The Company also hopes to raise resources to increase its investment operations.

Risks and ConcernsrThe performance of the Company is very closely linked with the conditions of the economy (both domestic & global) and is also very sensitive to the fluctuations in the Capital Markets, interest rates fluctuations, inflation and credit risks.

Internal Control Systems and Their Adequacy: The Company has put in place an adequate system of internal controls which are monitored on a regular basis, commensurate with the nature of its business. All activities are monitored to prevent any unauthorised transactions or misuse of any assets. The Audit committee of the Board oversees and reviews the adequacy of internal controls at regular intervals.

Financial Performance:The Company reported a profit of Rs. 0.43 Lacs during the year under review as against a loss of Rs. 19.28 Lacs during the previous year. The Issued Capital of the Company stood at Rs. 550.37 Lacs. The Subscribed and Paid up Capital is Rs. 360.11 Lacs. Allotment money due but not received is Rs. 190.26 Lacs. Human Resources:The management of the Company maintains cordial relations with the employees and considers human capital as one of the most valuable resources.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956; i)that in the preparation of the annual accounts, the applicable accounting standards have been followed; ii)that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review; iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the annual accounts on going concern basis.

CONSERVATION OF ENERGY &TECHNOLOGY ABSORPTION

As the Company is not engaged in manufacturing/processing, it is not in a position to undertake any measure for energy conservation or technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no income or expenditure in Foreign Exchange during this period.

DEPOSITS:The Company has no public deposits and has neither invited nor accepted any deposit from the public during this period.

REVOCATION OF SUSPENSION INTRADING OF SHARES

The suspension in trading of the Shares of the Company was revoked by Bombay Stock Exchange, Mumbai effective December 24,2009. DIRECTORS

Mr. K. P. Mukherjee and Mrs. Juhi Singh, Directors retire by rotation and being eligible, offers themselves for re- appointment. The Company proposes the re-appointment of Mr. K. P. Mukherjee and Mrs. Juhi Singh as Directors.

LISTING OF EQUITY SHARES

The Equity Shares of your company are listed on Delhi, Mumbai and Chennai Stock Exchanges. Your company has paid the Listing Fee up to and including the financial year 2010-11 to the Bombay Stock Exchange Limited, Mumbai.The listing fee due to Delhi and Chennai Stock Exchanges is being reconciled and will be paid as soon as the amount to be paid is determined.

EMPLOYEES

During the year, there was no employee, whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956. AUDITORS

In accordance with the provisions of Companies Act, 1956, M/s. A K G & Co., Chartered Accountants, statutory auditors, retire at the conclusion of the Annual General Meeting and being eligible offer themselves for re- appointment. The Company has received the certificate from A K G & Co. to the effect that their appointment, if made, would be within the prescribed limit U/s 224(1 -B) of the Companies Act, 1956. ACKNOWLEDGMENTS

Your Directors take this opportunity of expressing their gratitude to M/s. Sai Agencies Private Limited and M/s. Indian Bank, Hauz Khas, New Delhi for the cooperation and assistance extended to your Company.

BY ORDER OFTHE BOARD OF DIRECTORS Sd/- PLACE: NEW DELHI DR. NIRAJ K. SINGH

DATED: 28TH MAY, 2010 Chairman & Managing Director