Sai Capital Ltd Directors Report

Dear Members,

Your Directors are pleased to present their 31^st Annual Report together with Audited Annual Standalone & Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026.

HIGHLIGHTS OF THE FINANCIAL PERFORMANCE

Key aspects of Financial Performance of the Company for the Financial Year ended March 31, 2026 along with previous years figures are tabulated below:

(Figure in Rs. Lacs except EPS)

	Standalone		Consolidated
Description	2025-26	2024-25	2025-26	2024-25
Revenue from operations	0.00	0.00	66.64	53.11
Other income	0.00	0.00	2,386.93	2,287.69
Total Income	0.00	0.00	2,453.57	2,340.80
Total Expenses	68.23	69.63	628.01	700.55
Profit/Loss before tax	(68.23)	(69.63)	1,825.56	1,640.25
Current Tax	0.00	0.00	562.13	543.54
Deferred Tax	0.00	0.00	(5.89)	4.89
Tax of earlier year	0.00	0.00	13.63	7.99
Profit/(Loss) for the period from Continuing operations	(68.23)	(69.63)	1,255.69	1,083.83
Other Comprehensive Income for the year, net of tax	0.00	0.00	0.70	0.02
Total Comprehensive income for the year, net of tax	(68.23)	(69.63)	1,256.40	1,083.85
Earnings per Share from continuing operations	(2.37)	(2.42)	43.61	37.64
Basic
Diluted	(2.37)	(2.42)	43.61	37.64

Note: Previous year figures have been re-grouped / re-arranged wherever necessary.

STATE OF COMPANYS AFFAIRS

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 2024-25. The Net loss of the Company on standalone basis stood at 68.23 Lacs as compared to Net loss of 69.63 Lacs during the previous Financial Year 2024-25.

Further, during the Financial Year, the Consolidated Revenue from operations of the Company stood at 66.64 Lacs as compared to 53.11 Lacs during the previous Financial Year 2024-25. The Company earned a Net Profit of 1,255.69 Lacs as compared to Net Profit of 1,083.83 Lacs earned during Financial Year 2024-25.

However, the consolidated performance reflects a significant increase in both revenue and net profit compared to previous year. This reflects the continued strength and resilience of the Companys diversified business operations and long term value creation for its stakeholders.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2026, Company has the following Subsidiary/Associate/Joint Venture:

S. No	Name of the Company	Category
1.	M/s. Health Care Energy Foods Private Limited	Material Subsidiary
2.	M/s. Butterfly Ayurveda Private Limited	Material Subsidiary
3.	M/s. Unisphere Industries Private Limited	Step-Down Subsidiary

Further, no Company has ceased to be Subsidiary/Associate/Joint Venture of the Company during the Financial Year ended March 31, 2026.

As per provisions of Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there were Two (2) Material Subsidiaries of the Company i.e., M/s. Health Care Energy Foods Private Limited & M/s. Butterfly Ayurveda Private Limited as on March 31, 2026.

Further, in terms of Regulation 24(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, appointment of one (1) of the Independent Director of the Company on the Board of Material Subsidiaries was applicable to the said Two (2) Material Subsidiaries i.e. M/s. Butterfly Ayurveda Private Limited & M/s. Health Care Energy Foods Private Limited, and the said provisions has been duly complied by the said Material Subsidiaries.

The Policy for determining ‘Material Subsidiaries is hosted 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 Audited Financial Statements of the Subsidiary Companies shall also be kept for inspection by the Shareholders during working hours at the Companys 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 Financial Statements of each of its Subsidiaries, are available on the website of the Company at http://www.saicapital.co.in/share-holders.aspx.

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, 2026.

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 do 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.

SHARE CAPITAL

There were no changes in the Share Capital of the Company during the Financial Year ended March 31, 2026.

The Companys Capital Structure as on March 31, 2026 is as follows:

	Authorised Share Capital			Issued, Subscribed & Paid-up Share
Class of Shares	No. of Shares	Face Value Per Share (In Rs.)	Nominal Value (In Rs.)	No. of Shares	Capital Face Value Per Share (In Rs.)	Nominal Value (In Rs.)
Equity	6000000	10	6,00,00,000	2879300	10	2,87,93,000
TOTAL	6000000		6,00,00,000	2879300		2,87,93,000

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

MATERIAL CHANGES & COMMITMENTS AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company that occurred between the end of the Financial Year to which the Financial Statements relate and the 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, 2026, the Companys 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.

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, 2026.

Changes in Directors & Key Managerial Personnel:

A. Changes During the Year:

During the Financial Year under review, Mrs. Kamlesh Gupta (DIN: 07243898) was reappointed as an Independent Director on the Board of the Company for a Second Term of Five (5) Consecutive Years commencing from March 26, 2026 pursuant to the approval of the Members of the Company obtained at the 30^th Annual General Meeting of the Company held on September 29, 2025.

No other Changes took place in the Composition of Board of Directors & Key Management Personnel during the financial year under review.

B. Directors liable to retire by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with rules made there under, the period of office of at least Two-Third of total Directors shall be liable to retire by rotation, out of which at least One-Third of the Directors shall retire at every Annual General Meeting. Hence, this year Mr. Ankur Rawat (DIN: 07682969), Non-Executive Non-Independent Director, is liable to retire from the Board by Rotation at the 31^st Annual General Meeting (AGM), and being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the ensuing AGM.

C. Re-appointment of Directors at the ensuing AGM:

At the 27^th Annual General Meeting of the Company held on August 05, 2022, Dr. Niraj Kumar Singh (DIN: 00233396) was appointed as a Managing Director, designated as an Executive Chairman of the Company for a term of Five (5) Consecutive Financial Years w.e.f. June 25, 2022 to June 24, 2027. Accordingly, his term will expire on June 24, 2027.

As such, therefore, based on the Recommendations of the Nomination & Remuneration Committee of the Company, the Board of Directors, at its Meeting held on July 03, 2026 has approved the Re-appointment of Dr. Niraj Kumar Singh, Managing Director, designated as Executive Chairman, for a further term of Five (5) Consecutive Financial Years w.e.f. June 25, 2027 to June 24, 2032 and recommended the matter for the approval of Shareholders at the ensuing AGM.

Further, the Company has received Notice of Candidature from a Member under Section 160 of the Companies Act, 2013, in respect of re-appointment of Dr. Niraj Kumar Singh. The details of Directors being recommended for re-appointment as required under Listing Regulations, and Secretarial Statndard-2 issued by Institute of Company Secretaries of India are given in the Notice of Annual General Meeting.

None of the Key Managerial Personnel of the Company is holding office in any other Company as a Key Managerial Personnel.

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 fulfill 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 with the databank of Indian Institute of Corporate Affairs.

Board Evaluation and Familiarization Programme

Pursuant to the provisions of Section 134(p) of the Companies Act, 2013 read with Regulation 17(10) of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, and in accordance with the parameters set by the Nomination & Remuneration Committee of the Company, the Board carried out an annual performance evaluation of its own performance and that of its Committees, and Individual Directors (including Chairperson).

The performance evaluation of the Chairperson, 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 & its Committees, experience & competencies, performance of specific duties & obligations, contribution at the Meetings, and otherwise, independent judgment, governance issues, etc.

Listing Regulations and the applicable provisions of the Act require conduction of familiarization programmes for the Independent Directors. 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.

Based on the said criteria, the performance of the Board, Committees, Chairperson & Individual Directors (Including Independent Directors) was found satisfactory.

Board Meetings

During the Financial Year 2025-26, 05 (Five) Meeting s of the Board of Directors were convened and held on May 29, 2025, August 14, 2025, November 14, 2025, December 01, 2025 & February 13, 2026 respectively, in accordance with the provisions of Section 173 of the Companies Act, 2013 & Secretarial Standards issued by the Institute of Company Secretaries of India. Detailed Information on Meetings of the Board of Directors is given under the Corporate Governance Report forming part of this Annual Report.

Audit Committee Meetings

During the Financial Year 2025-26, 05 (Five) Meetings of the Audit Committee were convened and held on May 29, 2025, August 14, 2025, November 14, 2025, December 01, 2025 & February 13, 2026 respectively, in accordance with the provisions of the Companies Act, 2013 & Secretarial Standards issued by the Institute of Company Secretaries of India. Detailed Information on Meetings of the Audit Committee is given under the Corporate Governance Report forming part of this Annual Report.

Nomination & Remuneration Committee Meetings

During the Financial Year 2025-26, 03 (Three) Meeting s of the Nomination & Remuneration Committee were held on May 29, 2025, August 14, 2025 & February 13, 2026 respectively, in accordance with the provisions of the Companies Act, 2013 & Secretarial Standards issued by the Institute of Company Secretaries of India. Detailed Information on Meeting of Nomination & Remuneration Committee is given under the Corporate Governance Report forming part of this Annual Report.

Stakeholder Relationship Committee Meetings

During the Financial Year 2025-26, 01 (One) Meeting of the Stakeholder Relationship Committee was convened & held on May 29, 2025 in accordance with the provisions of Companies Act, 2013 & Secretarial Standards issued by the Institute of Company Secretaries of India. Detailed Information on the Meeting of the Stakeholder Relationship Committee is given under the Corporate Governance Report forming part of this Annual Report.

Independent Directors Meeting

The Independent Directors met on February 20, 2026, 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 functions and 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, 2026, 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, 2026 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)

For the Financial Year 2025-26, the provision of Section 135 of the Companies Act, 2013, were not applicable on the Company, as the Company didnt fall under any of the prescribed criteria of

Turnover, Net Worth and/or Net Profit during the immediately preceding Financial Year ended March 31, 2025.

Hence, 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 a 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 2025-26:

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 requisite Certificate from a Statutory Auditor, regarding compliance of the conditions of Corporate Governance. 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/WHISTLE BLOWER 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 ended March 31, 2026, no complaint has been registered under this mechanism.

NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director and other matters pursuant to Section 178 of the Companies Act, 2013 read with Regulation 19 and Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Policy of the Company 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-3.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting s 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 (RPTs) 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 arms 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.

Further, pursuant to Regulation 23 of Listing Regulation, the Company has filed the Reports on RPTs with the Stock Exchange within the statutory timelines.

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 Companys 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 2025-26 or the previous Financial Year. Your Company did not accept any Deposit during the year under review.

Further, the details of existing loans taken by the Company are given under Note No. 7 of the Notes to Accounts of the Financial Statements forming part of this Annual Report.

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.

DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITORS

During the Year under review, the Statutory Auditors have not reported under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which need to be reported in the Boards Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN

FUTURE

No orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of Directors of the Company 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 Companys 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, 2026, 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.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, as amended from time to time, Ms. Sakshi Gupta, Company Secretary in Practice (CoP No.:22952) was appointed as the Secretarial Auditor of your Company at the 30^th AGM held on September 29, 2025, for a term of five years till the conclusion of the 35^th Annual General Meeting (AGM) of your Company to be held in the year 2030.

Accordingly, the Secretarial Audit for Financial Year ended March 31, 2026 was carried out by Ms. Sakshi Gupta, Practicing Company Secretary. The Report given by the Secretarial Auditor is annexed as Annexure-4 and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not require any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer of any nature.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

As per provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Health Care Energy Foods Private Limited & M/s. Butterfly Ayurveda Private Limited, are the Material Unlisted Subsidiaries of the Company have appointed, Ms. Sakshi Gupta, Company Secretary in Practice (CoP No.: 22952), to undertake the Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Reports confirm that the Material Unlisted Subsidiaries have complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non-compliances. The Secretarial Audit Reports issued by Ms. Sakshi Gupta, Company Secretary in Practice, is in the prescribed format are annexed to this Report as Annexure-5 & Annexure-6 respectively. Further, there were no qualifications, reservations, adverse remarks or disclaimers in the said Secretarial Audit Reports.

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, 2026, 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

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has duly complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

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 dealing in the Securities of your Company. PAN based online tracking mechanism for monitoring of the trades in your Companys 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 their compliance with the Code.

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 pursuant to Section 131(1) of the Act.

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 Companys 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.

	On behalf of the Board of Directors
	For Sai Capital Limited
	Sd/-
	Dr. Niraj Kumar Singh
Date : July 03, 2026	Chairman & Managing Director
Place : New Delhi	DIN: 00233396
	Add: 95, Munirka Vihar,
	New Delhi-110067