Sai Capital Ltd Directors Report

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 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 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 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.

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 Non-
Executive 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.

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.

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

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:

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 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.

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 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 COMPANYS OPERATIONS IN
FUTURE

No significant or material 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 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, 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.

SECRETARIAL AUDITORS AND THEIR REPORT

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 re-
appointment 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 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 compliance
with the Code.