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)

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 cs@saicapital.co.in.

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