Your Directors have pleasure in presenting the 33 Annual Report on the
businesses and operations of the Company and Audited financial Statements for
the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended on March 31, 2024
is summarized below:

(Figures in Rupees)

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

The Profit after tax is (11,870) as compared to Profit of (5,257) during the
previous financial year.

3. DIVIDEND

The Directors of the Company has not recommended any dividend for the current
financial year.

4. TRANSFER TO RESERVES

Your Company has not transferred any amount to Reserves & Surplus during the
year.

5. CAPITAL STRUCTURE OF THE COMPANY

During the financial year under review, the Authorized Share Capital of the
Company was Rs. 5,00,00,000/- (Rupees Five Crores only), and the Issued,
Subscribed and Paid-up Share Capital of the Company stood at 3,00,00,000/-
(Rupees Three Crores only) divided into 30,00,000 shares of Rs 10 each. There
was no change in the capital structure of the Company during the year.

6. DETAILS OF SUBSIDIARIES

The company is not having any subsidiary company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There is a composition of directorship and KMP.

8. RE-APPOINTMENT OF DIRECTOR:

In accordance with the relevant provisions of the Companies Act, 2013, Mr. Ajay,
Director of the Company will retire by rotation in the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment. The Board
recommends his appointment for the consideration of members of the Company
in the ensuing Annual General Meeting.

9. COMMITTEE OF BOARD:

The Company had constituted such committees as required under the Companies
Act, 2013 along with the related rules made thereunder read with Listing
Obligations & Disclosure Requirements Regulations, 2015. Following Committees
are functional:

(A) Audit Committee;

(B) Nomination and Remuneration Committee;

(C) Stakeholders Relationship Committee

(A) AUDIT COMMITTEE:

Audit Committee meetings were held during the financial year, under review.

The present constitution of the Audit Committee meets the requirements of the
regulation 18 of the Listing Obligations & Disclosure Requirements Regulations,
2015 and Section 177 of the Companies Act, 2013.

(B) NOMINATION AND REMUNERATION COMMITTEE:

The constitution is as follows:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the
related rules made thereunder read with Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter
referred to as "SEBI Regulations"), the Board of Directors of the Company has
constituted the Nomination and Remuneration Committee to perform such role
as prescribed under the Companies Act, 2013 and SEBI Regulations. The
Nomination and Remuneration Policy are available on our website:

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Composition of the Stakeholders Relationship Committee comprised of the
following members as on March 31, 2024:

No complaints were received during the year under review.

10. Vigil Mechanism and Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to
provide appropriate avenues to the Directors and Employees to bring to the
attention of the management any issue which is perceived to be in the violation
of or in conflict with the business interest of the company. During the year, there
have been no complaints received.

11. Code of Conduct for Prevention of Insider Trading:

The Company has adopted the Revised Code of Conduct for Prevention of Insider
Trading, under the SEBI (Prohibition of Insider Trading) Regulations on March 29,
2020, pursuant to the Securities and Exchange Board of India (Prohibition of
Insider Trading) (Amendment) Regulations, 2018 and (Amendment) Regulations,
2019. The Revised Code lays down guidelines for procedures to be followed and
disclosures to be made while dealing with the shares of the Company in order to
further strengthen the framework for prevention of insider trading to facilitate
legitimate business transactions. The Company has also adopted the Code of
Corporate Disclosure Practices for ensuring timely and adequate disclosure of
Unpublished Price Sensitive Information, as required under the Regulations.

12. Corporate Social Responsibility (CSR) Policy:

At present the company is not covered under CSR provisions as per criteria laid
down under section 135(1) of the Companies Act, 2013 and therefore no such
expenditure has been incurred during the year as prescribed under section 135(5)
of the Companies Act, 2013.

13. MEETINGS OF BOARD:

During the year, four meetings of the Board of Directors were held, all the
directors actively participated in the meetings and contributed valuable inputs on
the matters brought before the Board of Directors from time to time, details of
which are given below:

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND
DATE OF THIS REPORT:

During the period under review there were no noticeable material changes and
commitments impacting the financial position of the Company between the end
of the financial year and the date of this report.

16. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and other applicable provisions, if any,
of the Companies Act, 2013, and the Rules framed there under, as amended from
time to time, M/s. Girotra & Co, Chartered Accountants, (FRN No. 012351N) be
the Statutory Auditor of the company till the conclusion of 34th Annual general
Meeting of the Company.

The Notes on accounts referred to in the Auditors' Report are self-explanatory
and do not call for any further comments.

17. DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received the necessary declaration from each Independent
Director in accordance with Section 149(7) of the Companies Act, 2013, that he
meets the criteria of independence as laid out in sub-section (6) of Section 149 of
the Companies Act, 2013.

18. DEPOSITS:

During the period under review, the Company has NOT accepted deposits from its
members in relation to which the process prescribed under Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules,
2014.

19. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014,
the Board had appointed M/s Jain Preeti & Co., Practicing Company Secretary to
undertake the Secretarial Audit for the F.Y. 2023-24. The Secretarial Audit Report
for F.Y. 2023-24 is annexed herewith marked as Annexure A to this Report. The
Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.

20. COST AUDITOR

During the period under review, Cost Audit is not applicable to the Company.

21. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial
Standards on Meetings of the Board of Directors (SS1) and Secretarial Standards
on General Meetings (SS-2) with effect from October 1, 2017. The Company has
devised proper systems to ensure compliance with its provisions and is in
compliance with the same.

22. GREEN INITIATIVE

Pursuant to section 101 and 136 of the Act read with Companies (Management
and Administration) Rules 2014, the Company can send Notice of Annual General
Meeting, financial statements and other communication in electronic forms. Your
Company is sending the Annual Report including the Notice of Annual General
Meeting, audited financial Statements, Directors' Report along with their
annexure etc. for the Financial Year 2023-24 in the electronic mode to the
shareholders. Electronic copies of the annual report 2023-24 and notice of the

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33 AGM are sent to all members whose email address registered with the
Company.

23. E-VOTING

In terms of requirements of the Companies Act, 2013 and the relevant rules
made thereunder, the Company has provided 'remote e-voting' (e-voting from a
place other than venue of the AGM) facility through NSDL Platform, for all
members of the Company to enable them to cast their votes electronically, on the
resolutions mentioned in the notice of the 33 Annual General Meeting (AGM) of
the Company.

24. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, a Risk Management
Policy has been framed by the Board. In terms of the requirement of the Act, the
Board has developed and implemented the Risk Management Policy. Our senior
management identifies and monitors the risk on regular basis and evolves process
and system to control and minimize it. With regular check and evaluation business
risk can be forecasted to the maximum extent and thus corrective measures can
be taken in time. This Policy seeks to minimize the adverse impact of these risks,
thus enabling the Company to control market opportunities effectively and
enhance its long term competitive advantage. Several risks can impact the
achievement of a business objective. Similarly, a single risk can also impact the
achievement of several business objectives. The focus of risk management is to
assess risks and deploy mitigation measures. This is done through periodic review
of the risk and strategy of the Board. During the last financial year, the Company's
risk management practices were primarily focuses on the effectiveness of
strategic programs in improving our competitive position which provides unique
place to the Company in today's competitive business world, our good team of
employees and professionals always prepared to address any incidents that may
cause business disruptions to our physical and technological model, strengthening
internal control to detect fraudulent activity, leadership development and
monitoring possible.

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

Statement containing the necessary information as required u/s 134(3) read with
Companies (Accounts) Rules, 2014 is given are as under:

Current Year Previous Year

Energy Conservation Nil Nil

Technology Absorption Nil Nil

Foreign Exchange Earnings and Outgoing Nil Nil

26. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the
Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures.

b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit of the Company for that period.

c) The directors had taken proper and adequate 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.

d) The directors had prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.

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

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Details of Loans, Guarantees and Investments, if any, covered under the
provisions of Section 186 of the Act are given in the notes to the Financial
Statements.

28. PARTICULARS OF RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations,
all related party transactions are entered into, on arm's length basis, in the
ordinary course of business. Form No. AOC-2 is annexed as Annexure-B to this
report.

29. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Internal Control Systems and their adequacy:

The management has put in place effective Internal Control Systems to provide
reasonable assurance for:

• Safeguarding assets and their usage.

• Maintenance of Proper Accounting Records

• Adequacy and Reliability of the information used for carrying on Business
Operations.

Key elements of the Internal Control Systems are as follows:

• Existence of Authority Manuals and periodical updating of the same for all
Functions.

• Existence of clearly defined organizational structure and authority.

• Existence of corporate policies for Financial Reporting and Accounting.

• Existence of Management Information system updated from time to time as
may be required.

• Existence of Audit System.

• Periodical review of opportunities and risk factors depending on the Global /
Domestic Scenario and to undertake measures as may be necessary.

• The Company has an Auditor to ensure compliance and effectiveness of the
Internal Control Systems in place.

• The management is regularly reviewing the internal progress reports of the
Company for performance review which carried out in all the key areas of the
operations.

• Periodical reports are regularly circulated for perusal of Board of Directors of
the Company for the appropriate action as required

• Normal foreseeable risks of the Company's assets are adequately covered by
comprehensive insurance. Risk assessments, inspections and safety audits are
carried out periodically.

30. PERFORMANCE EVALUATION:

The Board evaluates the performance of Non-executive and Independent
Directors every year. All the Non-Executive and Independent Directors are
eminent personalities having wide experience in the field of Business, Industry,
Law and Administration. Their presence on the Board is advantageous and fruitful
in taking business decisions.

31. PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel), Rules,
2014 and Companies (Particulars of Employees), Rules 1975, in respect of
employees of the company and Directors is furnished in Annexure- D. There is no
employee drawing remuneration in excess of the limits specified under Section
197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014.

32. OTHER DISCLOSURES:

Since the company has not issued any Sweat Equity Shares, Equity Shares with
differential voting rights and issue of shares under employee's stock option
scheme, the details are not given.

• The company had not made any purchase of shares or given any loans for
purchase of shares.

• The company had not made any buy- back of shares.

• The company has adhered to the Secretarial Standards and made disclosures in
relation to the Boards' Report for the year under review.

• There are no significant and material orders passed by the regulators or Courts
or Tribunals impacting the going concern status and the company's operations in
future.

• There are no further or typical areas of risks or concerns outside the usual
course of business foreseeable. Internal control systems are found to be adequate
and are continuously reviewed for further improvement.

33. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report on the business of the Company for
the year ended March 31, 2023 is annexed as Annexure C to this Report. In this
we have attempted to include discussion on all the specified matters to the extent
relevant or within limits that in our opinion are imposed by the Company's own
competitive position.

34. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, treatment that prescribed in an
Accounting Standard has been followed

35. ENVIRONMENT & SAFTEY:

The Company is very conscious of the need to protect environment. The
company is taking all possible steps for safeguarding the environment.

36. CAUTIONARY STATEMENT:

Statements in this "Management Discussion & Analysis" which seek to describe
the Company's objectives, projections, estimates, expectations or predictions may
be considered to be "forward looking statements" within the meaning of
applicable securities laws or regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a difference
to the company's operations include global and Indian demand supply conditions,
finished goods prices, stock availability and prices, cyclical demand and pricing in
the company's markets, changes in the government regulations, tax regimes,
economic developments within India and countries with which the company
conducts business besides other factors, such as litigation and other labor
negotiations.

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013:

In terms of provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has already
formulated a Policy to prevent Sexual Harassment of Women at Workplace. In
addition to above, there were no such cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

38. CORPORATE GOVERNANCE:

As per Regulation 15 of SEBI (Listing Obligation and Disclosure requirements)
Regulations, 2015, the said regulation is not applicable on our company.

39. FUTURE OUTLOOK:

The Management is confident of meeting all the challenges of the changing
business environment.

40. POLICIES

We seek to promote and follow the highest level of ethical standards in all our
business transactions guided by our value system. The SEBI (Listing Obligations

and Disclosures Requirements) Regulations, 2015 mandated the formulation of
certain policies for all Listed Companies. The policies are reviewed periodically by
the Board and updated based on need and new compliance requirement.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the continued
support and co-operation from shareholders, customers, suppliers, banks,
government authorities, vendors, financial institutions and such other business
associates. Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the Company's executives, staff and

employees without whose dedication your Company could not have achieved the
year's milestone.

By Order of the Board of Directors
For Sai Industries Limited

Place: Delhi
Date: 07.09.2024

Sd/

Anshu Jain
Company Secretary
F8935