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Sat Industries Ltd Directors Report

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Sat Industries Ltd Share Price directors Report

Report of the Board of Directors of SAT Industries Limited for the financial year ended March 31, 2024

To,

The Members,

SAT Industries Limited

Your directors have pleasure in presenting their Thirty-Nineth (39th) Annual Report on the business and operations of SAT Industries Limited ("the Company" or "SIL") together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS•PERFORMANCE OF THE COMPANY:

The financial highlights for the financial year under review compared to the previous financial year are given herein below:

Standalone

Particulars 2023-2024 2022-2023
Total Revenue 33,692.72 11,362.60
Profit before Tax, Interest, Depreciation and Exceptional Items 27,405.99 1,137.19
Less: Interest 220.59 197.85
Less: Depreciation and amortization expenses 50.97 54.92
Profit before Tax and exceptional Items 27,134.43 884.42
Less: Exceptional Items NIL NIL
Less: Tax Expense 4,127.46 141.06
Profit after Tax 23,006.97 743.36
Net Profit/(Loss) for the year 23,006.97 743.36

Consolidated

( Rs. in Lakhs)
Particulars 2023-2024 2022-2023
Total Revenue 77,842.16 48,178.15
Profit before Tax and after exceptional items 33,175.17 5,829.59
Less: Exceptional Items NIL NIL
Less: Tax Expense 5,752.71 1,323.71
Profit after Tax 27,422.46 4,505.88
Net Profit for the year after Shares of Profit/(Loss) of Associates and 25,791.61 4,280.16
Minority Interest

2. STATE OF COMPANYS AFFAIRS:

The Company is engaged in the business of general trading of merchandise, manufacturing of goods, leasing of assets and financing. The total standalone revenue of your Company for the year under review amounted to Rs. 33,692.72 Lakhs against Rs. 11,362.60 Lakhs in the corresponding previous year and earned a net profit of Rs. 23,006.97 Lakhs (previous year Rs. 743.36 Lakhs) after providing for depreciation and tax.

On a consolidated basis, the total revenue stood at Rs. 77,842.16 Lakhs with net profit after tax of

Rs. 27,422.46 Lakhs.

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY: a. Further Investment in Aeroflex Finance Private Limited, Wholly Owned Subsidiary:

Your Company has made further Investment of

Rs. 5 Crores (Rupees Five Crores only) in Aeroflex Finance Private Limited, Wholly Owned Subsidiary Company through acquisition of 50,00,000 equity shares at face value of Rs. 10/- each, for development of technology-based lending platform to create fintech solutions for leveraging technology to offer innovative financial products and services. b. Sale of shares of Aeroflex Industries Limited, a material subsidiary of the Company:

Your Company has sold 4.05% equity shares held in its material subsidiary, Aeroflex Industries Limited to Mr. Ashish Kacholia & M/s. Bengal Finance & Investments Private Limited for an aggregate amount of Rs. 40.56 Crores.

Further Your Company has sold 40,63,337 (3.55%) equity shares held in its material subsidiary, Aeroflex Industries Limited to Carnelian Structural Fund managed by Vikas Khemani, Jagdish Master, Rosy Blue India Private Limited, VPK Global Ventures Fund, Samedh Trinity Partners, Shyam Agarwal, Mitul Prafulbhai Mehta and Rajnik Savaliya for a total consideration of Rs. 35.58 Crores.

c. Listing of Equity Shares of Aeroflex Industries Limited, a material subsidiary of the Company on BSE Limited and National Stock Exchange of India Limited:

During the year under review, the "Equity Shares" of Aeroflex Industries Limited, material subsidiary of the Company were listed on BSE Limited and National Stock Exchange of India Limited, main Board platform with effect from August 31, 2023.

Further the Company has received a gross amount of Rs. 189.00 Crores against 1,75,00,000 Equity Shares of Aeroflex Industries Limited of face value Rs. 2/- each which were offered for sale in the initial public offer of Aeroflex Industries Limited.

4. TRANSFER TO RESERVES:

During the year under review, no amount was transferred to any reserves.

5. DIVIDEND: a. Interim Dividend:

During the year under review, your Company has paid an interim dividend of Rs. 0.15 per equity shares of Rs. 2/- each (i.e., 7.50%) for the financial year 2023-24 to all the equity shareholders of the Company whose names appear on the Register of Members of the Company as on Wednesday, November 15, 2023, i.e., the Record Date fixed for the purpose.

b. Final Dividend:

Your directors have pleasure in recommending payment of final dividend of Rs. 0.15 (7.5%) per equity share of Rs. 2/- each for the Financial Year 2023-24 subject to approval by the members of the Company at the ensuing Annual General Meeting.

6. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

7. LISTING ON STOCK EXCHANGES:

The Equity Shares of the Company are listed on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 and National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (E), Mumbai-400051 and the listing fees for the Financial Year 2023-2024, has been paid.

8. SHARE CAPITAL: a. Authorised Capital:

As on March 31, 2024, the authorised capital of the Company stands at Rs. 29,00,00,000/-(Twenty Nine Crores Only) divided into 14,50,00,000 equity shares of Rs. 2/- each

b. Paid-up Capital:

During the year under review, there was no change in the issued, subscribed and paid-up capital of the Company.

As on March 31, 2024, the total issued, subscribed and paid-up capital of the Company stands at

Rs. 22,61,70,000/- (Twenty Two Crores Sixty One Lakh Seventy Thousand Only) divided into 11,30,85,000 equity shares of Rs. 2/- each

The above shares are listed on BSE Limited and National Stock Exchange of India Limited.

9. SUBSIDIARY COMPANIES:

Pursuant to Section 129(3) of the Companies Act, 2013 the Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms a part of the Annual Report.

In accordance with Section 136 of the Companies Act, 2013 the Financial Statements of the Subsidiary Companies are available for inspection by the Members at the Registered Office of the Company during Business Hours on all days except Saturdays, Sundays and Public Holidays up to the date of the Annual General Meeting "AGM". Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of the Company.

The Company has Four subsidiaries (Three Indian and one foreign subsidiary) as on March 31, 2024 as mentioned below:

Sr. No. Name of the Subsidiary Status
1. Sah Polymers Limited Material Subsidiary
2. Aeroflex Industries Limited Material Subsidiary
3. Aeroflex Finance Private Limited Wholly Owned Subsidiary
4. Italica Global FZC, UAE Wholly Owned Subsidiary

A Statement containing the salient features of the financial performance of the subsidiaries companies pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014, are given in "Annexure A" in Form No. AOC-1 and the same forms part of this Annual Report.

10. PARTICULARS OF PERSONNEL AND RELATED DISCLOSURES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report vide "Annexure B" and forms an integral part of this Annual Report.

11. PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under, no amount of principal or interest was outstanding as of the Balance Sheet date.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. Retirement By Rotation & Subsequent Re-Appointment:

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at every AGM, not less than two-third of the total number of directors of a public Company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation. Accordingly, Mr. Harikant Turgalia, CFO and Whole-Time Director of the Company (DIN: 00049544), retires by rotation at the 39th Annual General Meeting, and being eligible, offers himself for re-appointment.

b. Change In Directorship During The Year:

During the year under review, Mr. Arpit Khandelwal has been re-appointed as an Independent Director of the Company in the 38th Annual General meeting i.e. on July 18, 2023, for the term of 5 years from July 26, 2023 to July 25, 2028.

c. Key Managerial Personnel (KMP):

The following personnel are the KMPS of the Company as on March 31, 2024 as per Section 203 of the Companies Act, 2013.

Sr. No Name of the KMP Designation
1. Mr. Harikant Turgalia CFO & Whole-Time Director
2. Mrs. Shehnaz D. Ali Whole-Time Director
3. Ms. Alka Premkumar Gupta Company Secretary & Compliance Officer

Further during the year under review no changes took place in the Key Managerial Personnel of the Company.

None of the Directors and Key Managerial Personnel is in any way related to each other, except Mrs. Shehnaz D. Ali and Mr. Asad Daud who are related to each other by way of mother-son relationship.

The Company had sought a certificate from the M/s. G H V & Co, Secretarial Auditor of the Company confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U•S 149Ÿ6? OF THE COMPANIES ACT, 2013:

The Company has received declaration from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in the opinion of the Board of Directors there has not been any change in the circumstances which may affect their status as Independent Directors of the Company and to the satisfaction of the Board their candidature holds highest standards of integrity and possess requisite expertise & experience enabling them to fulfil their duties as Independent Directors.

In terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as amended, the Independent Director of the Company have included their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS & OUTGO:

a) Though the operations of your Company are not energy intensive, the Company promotes green energy and energy saving initiatives.

b) The Company continues to adopt and use the latest technologies to improve the quality of its Services.

c) Earning and outgo in foreign exchange:

Particulars 2023-24 2022-23
Foreign Earnings - -
Foreign Outgo - 20.09

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for time being in force), the Directors of the Company State that: a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

b) The directors 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 at the end of the financial year March 31, 2024 and of the profit and loss of the Company for the financial year ended March 31, 2024;

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

d) The directors had prepared the annual accounts/ financial statements 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; and

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.

16. AUDITORS: a. Statutory Auditors:

M/s. Ajay Paliwal & Co., Chartered Accountants, (ICAI FRN: 012345C) were appointed as Statutory Auditors of the Company at the 37th Annual General Meeting held on September 16, 2022 to hold office till the conclusion of the 42nd Annual General Meeting of the Company to be held in the year 2027.

M/s. Ajay Paliwal & Co., Chartered Accountants have furnished written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014.

We would further like to inform that M/s. Ajay Paliwal & Co., Chartered Accountants Firm, the Statutory Auditors for the FY 23-24 have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2024 and the Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or the Board of Directors as specified under Section 143(12) of the Act, during the year under review.

The Auditors Report for the Financial Year ended March 31, 2024 on the Financial Statements (Standalone & Consolidated) of the Company is part of this Annual Report.

b. Secretarial Auditor/Audit:

The Board of Directors of the Company has appointed M/s. G H V & Co, Practicing Company Secretaries (CP No. 11663) and (Peer Review No: 2495/2022), as the Secretarial Auditor of the Company for the Financial Year 2023-2024.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 under Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and under Regulation 24A of SEBI (LODR) Regulations, 2015 (including any Statutory Modification(s) or reenactment(s) thereof for the time being in force) is set out as "Annexure C" to this Annual Report. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Acts, Rules, Regulations and guidelines that there were no deviations or non-compliances. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Secretarial Compliance Report for the Financial Year ended March 31, 2024 in relation to Compliance of all applicable SEBI Regulations/Circulars/guidelines issued thereunder, pursuant to the requirement of Regulation 24A of SEBI (LODR) Regulations, 2015, obtained from M/s. G H V & Co, Practicing

Company Secretaries is set out as "Annexure D" to this Report. The Secretarial Compliance Report has been disclosed as a Part of Annual Report as good disclosure practice.

c. Secretarial Audit for Material Subsidiaries:

As per SEBI (LODR) 2015, the Company is required to annexed Secretarial Audit Report of its material unlisted subsidiaries.

Aeroflex Industries Limited is a material subsidiary of the Company which got listed on BSE and NSE with effect from August 31, 2023. Hence the Secretarial Audit Report is not annexed..

d. Internal Auditor:

The Board of Directors of the Company has appointed M/s. S S N & Co. Chartered Accountants (FRN: 024352N) as the Internal Auditor of the Company for the Year 2023-24. The reports submitted by the Internal Auditor have been reviewed by the Statutory Auditors and the Audit Committee on regular intervals.

17. CORPORATE GOVERNANCE:

The report on Corporate Governance along with certificate from a Practicing Company Secretary certifying compliance with conditions on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report as Corporate Governance Report. Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES) enabling the investors to register their complaints, if any, for speedy redressal.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The matters pertaining to industry structure and developments, opportunities and threats, segment-wise/team-wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance are detailed in the Report. The Management Discussion and Analysis report for the year under review and as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section, forming part of this Annual Report.

19. CEO•CFO CERTIFICATE:

The Certifications required as stipulated under Regulation 17(8) and in terms of Part B, Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, from Mrs. Shehnaz D. Ali, Whole-Time Director of the Company and Mr. Harikant Turgalia, CFO and Whole-Time Director of the Company for the Financial Year 2023-2024 is annexed as "Annexure E".

20. WEB?LINK OF ANNUAL RETURN:

In accordance with the requirements under Section 92(3) and Section 134(3)(a) of the Act and the applicable rules, the annual return as on March 31, 2024 is available on the website of the Company at: https://satgroup.in/investor-relations/

21. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Six (6) meetings of the Board of Directors were held during the Financial Year 2023-24. The details of the meetings of the Board of Directors of the Company during the Financial Year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

22. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees as on March 31, 2024: I. Audit Committee II. Nomination & Remuneration Committee III. Stakeholder Grievance Committee IV. Corporate Social Responsibility Committee The details of the above-mentioned committee along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

The meetings of the above-mentioned Committees are held at regular intervals and decisions undertaken are the set of collective people on the consent of the majority of the members of the Committee. For fair & independent judgements, the committee constitutes an optimum combination of Directors & Independent Directors. The resolutions undertaken by the Committees are verified by the Board in their subsequent Meetings.

23. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186Ÿ4? OF THE COMPANIES ACT, 2013:

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has consistently adopted the practice of undertaking related party transactions only in the ordinary and normal course of business & at arms length basis, as part of practice of observing to highest standard of ethical, transparent, and accountable business.

In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015, the Board has approved a policy on related party transactions. The policy on related party transactions has been placed on the Companys website at https://satgroup.in/ wp-content/uploads/2023/03/Policy-on-materiality-of-and-dealing-with-Related-Party-Transactions.pdf Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the transactions with the related parties were reviewed and approved by the Audit Committee and are in accordance with the policy on dealing structure of Related Party Framework adopted by the Company.

All related party transactions that were entered during the financial year 2023-24, were on arms length basis and in ordinary course of business. As per SEBI (LODR) Regulations, 2015 for the Half Year ended March 31, 2024 the Company has disclosed the Related Party Transaction along with the Financial Results of the Company.

The details of the transactions with related parties during FY 2023-24 are provided in the accompanying financial statements. The details of Related Party transactions are set out in notes to the Financial Statements.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rules as set out in the "Annexure F" to this report & also forms a part of the Financial Statements.

During the year under review there are no material related party transactions with the Directors, Promoters & Key Managerial Persons of the Company.

25. NOMINATION & REMUNERATION POLICY & COMMITTEE:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis of payment of remuneration.

The policy also provides the criteria for determining Qualifications, positive attributes and Independence of Directors and criteria for appointment of Key Managerial Personnel, Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The Company has a Nomination and Remuneration Committee (NRC), which is responsible for formulating the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company including their remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The role of the NRC Committee encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The NRC Committee is also responsible for reviewing the Profiles of Potential candidates, the required competencies and due diligence and meeting of potential candidates prior to making recommendations of their nomination to the Board.

Further the policy has been placed on the Companys website, https://satgroup.in/wp-content/ uploads/2022/04/nomination-remuneration-policy.pdf and is attached as "Annexure G"

26. INDEPENDENT DIRECTORS TRAINING• MEETING:

Your Company has organized the familiarization programme to all Independent Directors of the Company on Saturday, February 24, 2024 which was conducted by Dr. S.K. Jain, Practicing Company Secretary, Mumbai on the following topics:

1. Regulation 17 to Regulation 24 under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Chapter II under SEBI (Prohibition of Insider Trading) Regulations, 2015.

The details of familiarization programme have been uploaded on the website of the Company at https:// satgroup.in/investor-relations/

During the year under review a separate meeting of the Independent Directors of the Company was held on March 11, 2024, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

27. EVALUATION OF THE PERFORMANCE OF THE BOARD MEMBERS:

The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the individual directors as well as the evaluation of working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of processes and information provided to the Board etc. A separate meeting of the Independent Directors was also held during the year for evaluation of the performance of Non-Independent Directors and performance of the

Board as a whole. The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors etc.

28. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year, no Company has become or ceased to be its subsidiary, joint venture or associate Company.

29. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, appointment of cost auditor is not applicable to the Company.

30. RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks, trend, exposure and potential impact analysis on a Companys business.

31. INTERNAL FINANCIAL CONTROLS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthen the controls.

32. CORPORATE SOCIAL RESPONSIBILITY:

As per section 135(2), the Boards report shall disclose the composition of CSR committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company along with the initiative taken by it are set out in "Annexure H" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company, insert https://satgroup. in/wp-content/uploads/2023/05/CSR-Policy.pdf

33. VIGIL MECHANISIM•WHISTLE BLOWER:

Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower

Policy of the Company, which is in compliance of the provisions of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and SEBI (LODR), Regulations, 2015. The Policy provides for framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. Adequate safeguards are provided against victimization to those who avail of the mechanism, and access to the Chairman of the Audit Committee in exceptional cases is provided to them. The details of the Whistle Blower Policy have been posted on the website of the Company, https://satgroup.in/wp-content/uploads/2023/03/WHISTLE-BLOWER-AND-VIGIL-MECHANISM-POLICY.pdf

During the year under review there are no complaints/ reportings received by the Company in the said mechanism for the Company and for its subsidiaries.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE ŸPREVENTION, PROHIBITION AND REDRESSAL? ACT, 2013:

The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment and has formulated a policy and framework for employees to report sexual harassment cases at workplace.

All employees (Permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2023-24, no cases in the nature of Sexual harassment were reported at any work place of the Company.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

36. GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) Issue of equity shares with differential rights as to dividend, voting or otherwise;

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme; c) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

e) No application has been made by the Company nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year.

f) The details of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the bank or financial institution along with the reasons thereof is not applicable to the Company.

37. APPRECIATION & ACKNOWLEDGEMENT:

The Board of Directors place their sincere appreciation for the contribution made by all our employees without whos efforts and hard work, the Company could not accomplish objectives.

Your directors would also like to express their grateful appreciation for the assistance and co-operation received from the shareholders, bankers, Financial Institutions and Lenders for their conviction and faith rested with the group "SIL".

Further the Directors express their sincere appreciation to the all the Regulators of the Company namely the Reserve Bank of India, National Stock Exchange of India Limited, BSE Limited, Securities & Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies, Depositories, other Government & Regulatory Authorities for their on-going support extended by them towards the Company.

For and on behalf of Board of Directors of

SAT Industries Limited
Shehnaz D Ali Harikant Turgalia
Place: Mumbai Whole-Time Director CFO and Whole-Time Director
Dated: May 09, 2024 DIN: 00185452 DIN: 00049544

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We are ISO 27001:2013 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.