Satia Industries Ltd Directors Report

Investor Education and Protection Fund (IEPF)

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to lying with the Company for a period of seven years were transferred during the Financial Year 2025-26, to the Investor Education and Protection Fund (IEPF) established by theCentral Government.

Transfer of shares toIEPF

Pursuant to the provisions of Section 124(6) of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all the equity shares of the Company in respect of which dividend amounts have not been paid or claimed by the Shareholders for seven consecutive years or more are required to be transferred to demat account of the Investor Education and Protection Fund Authority (IEPF Authority). Accordingly, 39,230 shares were transferred to Demat Account of IEPF Authority. Your Company had sent Individual notice to all the aforesaid members and had also published the notice in the leading English and Punjabi newspapers.

Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company. In terms of provisions of Section 125 of the

Transfer to Reserves

The closing balance of the retained earnings of the Company for the financial year 2026, after all appropriabon and adjustments was Rs. 107801.92 Lakh.

Changes in Share Capital

During the period under review, there is no change in Share Capital

Fixed Deposit

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of Secbon 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

Credit Rating

India Rabngs and Research Private Limited [Ind-Ra) has taken the following rabng acbons on Saba Industries Limiteds bank facilibes and instruments:

* Carved out and sub-limit of existing fund-based working capital limits

Internal Control Systems and their adequacy

The Company believes that Internal Control is necessary concomitant of the principle of Governance and remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee, and the management that there is a structured system of:

• Close and active supervision by the Audit Committee

• Business planning and review of goals achieved

• Evaluating & managing risks

• Policies and procedures adopted for ensuring orderly Financial Reporting

• Timely preparation of reliable Financial Information •Accuracy and completeness of the Accounting Records

• Ensuring legal and regulatory compliance

• Protecting companys assets

• Prevention and detection of fraud and error

• Validation of IT Security Controls

Interrelated control systems, covering all financial and operating functions, assure fulfilment of these objectives.

Significant features of these control systems include: the planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals. In addition, the Internal Auditor performs periodic audits in accordance with the pre-approved plan. He reports on the adequacy and effectiveness of the internal control systems and provides recommendations for improvements. Audit findings along with management response are shared with the Audit Committee. Status of action plans are also presented to the Audit Committee which reviews the steps taken by the management to ensure that there are adequate controls in design and operation. The Certificate provided by Managing Director and Chief Financial Officer in the Corporate Governance Report discusses the adequacy of the internal control systems and procedures.

Internal Audit is conducted by an independent firm viz. M/s S S Kothari Mehta & Co., Chartered Accountants New Delhi regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken.

Internal Auditors report directly to the Audit Com

mittee to maintain its objectivity and independence.

Human Resources and Employee Relations

The Companys Human Resources division concentrated on efficient plan execution throughout the year under review by utilizing its skilled staff. The HR department of the companys main focus during the year was handling the benefits administration. Additionally, to focus on rebuilding the complete support system for assuring the health and wellbeing of employees. Steps including workforce planning, digitalization of HR systems, enhancement of medical facilities, health monitoring, anc ongoing communication were necessary for this. These actions increased employee confidence, and the workers reciprocated by offering their entire support by adjusting to the new working circumsiances and schedules.

Employee Welfare

Understanding what engages and motivates our employees, as well as their perspectives on the work place is vital. Therefore, we promote open and frequent communication between managers and their teams conduct regular surveys, establish a frame work that encourages employees to voice concerns, provide feedback and suggest improvements. Our comprehensive HR policy framework includes maternity benefits, employee insurance and flexible scheduling to help employees maintain a work-life balance. Monthly workshops are held to educate staff on their physical, mental, and overall well-being. Fostering diversity and inclusion at work, we leverage the varied viewpoints and perspectives of a diverse workforce in terms of age, gender and race, which drives innovation. Our commitment to Equal Employment Opportunity, Equal Pay and Conditions of Employment Policies ensures no discrimination based on gender, race, religion, caste, creed or similar factors. Hiring, promotions and performance reviews are solely merit-based.

Disclosure under Maternity Benefit Act, 1961

The Company has complied with all applicable provisions relating to the Maternity Benefit Act, 1961 for the financial year 2025-26 and has established systematic mechanism to ensure continued adherence to statutory and regulatory requirement

Directors & Key Managerial Personnel

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company. As on March 31, 2026, the Board of Directors of the Company comprised of Eleven Directors with an optimum balance of Executive and Non-Executive Directors, including one Women Director, of these 7 (Seven) Directors are Non-Executive Independent Directors.

In accordance with the provisions of Section 1S2 of the Act and the Articles of Association of the Company, Mr. Chirag Satia, Executive Director DIN No. 03426414 is liable to retire by rotation and being eligible for reappointment at the ensuing Annual General Meeting("AGM") of your Company, has offered himself for reappointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing AGM of your Company. Mr. Chirag Satia, Executive Director, has given required declaration under Companies Act, 2013. The Board recommends the re-appointment of Mr. Chirag Satia, as Director foryour approval.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Declaration from Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirmed that they are not debarred from holding the office of Directors by virtue of any order passed by SEBI or any such authority.

Board Evaluation

The Board of Directors has carried out an annual

evaluation of its own performance, board committees and Individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations. The criteria are broadly based on the Guidance Note on Board Evaluation issued by theSEBI.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC. the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with the performance and effectiveness o; the Board, its Committees and Individual Directors. For further details, please refer to the Corporate Governance Report, which forms part of this Report.

The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessment was to ascertain if the Directors actively participate in the Board/Committee Meetings and contribute to achieve the common business goals of the Company. The Board was of the opinion that the directors and Board collectively stand the highest level of integrity and all members of the Board had specified skill set and experience required for the Company.

Meetings of the Board and its Committees

Four meetings of the Board were held during the year under review. The necessary quorum was present for all the meetings. The maximum interval between any two Board meetings did not exceed 120 days. For details of meetings and composition of the Board and Committees of the Board, please refer to the Corporate Governance Report, which forms part of this Report

Familiarisation Programme

Director Responsibility Statement

Pursuant to requirement of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have 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 or loss of the company for the period.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 control 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 provision of all applicable laws and that such system was adequate and operating effectively.

Audit Reports and Auditors

The Auditors Report for the year 31.03.2026 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statement in this Annual Report.

Statutory Auditors:

In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder M/s. N. Kumar Chhabra & Co., Chartered Accountants, Chandigarh (Firm Registration No. 000837N with ICAI), were appointed as Statutory Auditors of the Company at the 42nd Annual General Meeting of the Company held on 30.09.2023 and were appointed as Statutory Auditors of the Company for the next four years viz. Financial Year 2022-23 to 2026-27.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended March 31, 2026. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark cr disclaimer given by the Auditors in their Report.

Secretarial Auditor

During the year under review, the Members at their AGM held on 30.09.2025 approved the appointment of M/s. S. Parnami & Associates, a firm of Company Secretaries in practice, Peer Reviewed Firm of Company Secretaries in Practice (Membership Number F9396) as the Secretarial Auditors of the Company, to hold office for a term of five consecutive years up to FY 2029-2030.

Annual Secretarial Compliance Report

The Company has filed the Secretarial Compliance Report, issued by M/s S. Parnami & Associates,

Company Secretaries as on March 31,2026 on both the Stock Exchanges of the Company pursuant to Regulation 24A of the Listing Regulations. The secretarial auditors report has no qualifications for the financial year 2025-26.

As required by Schedule V of the Listing Regulations, the Auditors Certificate on Corporate Governance received from M/s S. Parnami & Associates is annexed to the Report on Corporate Governance forming part of the Annual Report.

Statutory Auditors Report and Secretarial Audit Report

The Statutory Auditors report and the Secretarial Audit report do not contain any qualifications, reservations, adverse remarks or disclaimer. Secretarial Audit report, i.e., Form No. MR-3 is attached to this Report-. During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any fraud to the Audit Committee committed by its officers or employees as specified under Section 143(12) of the Act.

Internal Auditors

During the year under review M/s S S Kothari Mehta & Co., Chartered Accountants New Delhi was appointed and carried out the internal audit and submitted their report.

Cost Audit

Pursuant to the provisions of the Companies Act, 2013 M/s HMVN & Associates, Cost Accountants, Delhi has conducted the cost audit of the Company. As recommended by the Audit Committee and the Board of Directors at their respective meetings held on 11.08.2025 appointed M/s HMVN & Associates, Cost Accountants, as Cost Auditor to conduct cost audit for the year ended March 31, 2026, pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s HMVN & Associates, Cost Accountants, confirmed that they are free from disqualifications as specified under Section 141 read with Sections 139 and 148 of the Act, held a valid certificate of practice and that their appointment met the requirements of Sections 141(3)(g) and 148 of the Act.

M/S HMVN & Associates, Cost Accountants Delhi also confirmed that they are independent, maintained an arms length relationship with the Company and that no orders or proceedings are pending against them relating to professional matters of conduct before the institute of Cost Accountants of India or any competent authority/court. The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

The Board of Directors has on the recommendation of Audit Committee appointed M/s Balwinder & Associates, Cost Accountants, Mohali, as Cost Auditor for the Financial Year2026-27.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to the Cost Auditor for auditing the Cost records for FY 2026-27 is required to be ratified by the members, the Board of Directors recommends the same for ratification at :he ensuing AGM. The proposal forms a part of the Notice of AGM.

Your Company has adopted Indian Accounting Standards (IND AS). The Financial Statement for the year ended March 31, 2026 have been prepared in accordance with (IND AS) notified under the Companies (Indian Accounting Standards) Rules, as amended by the Companies (Indian Accounting Standard) Rules, 2018 read with Section 133 and other applicable provisions of the Companies Act, 2013.

Related Party Transaction:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Transactions with related parties entered by the Company in the normal course of bisiness are periodically placed before the Audit Committee for its omnibus approval. The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act,2013, the rules there under and Listing

Since there were no contracts/ arrangements /transacbons which were not at arms length basis or material which related party during the year, disclosure in form AOC-2 is not applicabon.

Subsidiary Companies

The Company does not have any subsidiary.

Vigil mechanism/Whistle Blower Policy

Annual Return

In accordance with Secbon 92(3) read with Secbon 134(3)(a) of the Act and the Companies (Management and Administrabon) Rules, 2014, the Annual Return of the Company as of March 31, 2025 in Form MGT- 7 is available on the website of the Company www. Sabagroup.com/lnvestors.

Secretarial Standards

Applicable Secretarial Standards, i.e. SS-1, SS-2 and SS- 3, relabng to Meebng of the Board of Directors General Meehngs and Dividend respecbvely, have been duly followed by the Company.

Particulars of Employees

Informabon as required under Secbon 197 read with

ruleS of the (Companies Appointment and Remunerabon of Managerial Personnel) Riles 2014 is appended as Annexure-I and forms an integrated part of this report.

Conservabon of Energy, Technology Absorpbon and Foreign Exchange Earning and Outgo

The Particulars as prescribed under secbon 134(3) (m) of the Companies Act, 2013 read with rule 8 ofthe

Company (Accounts) Rules 2014 relabng to conservabon of energy, technology absorpbon and foreign exchange earnings and outgo is appended as Annexure-I I

Industrial Relabons:

During the year under review, your Company enjoyed cordial relabonship with workers and employees at all levels.

Disclosures under the Sexual Harassment of Women at Workplace (Prevenbon, Prohibibon and Redressal) Act, 2013 ["POSH Act"]

The Company follows a zero-tolerance approach towards sexual harassment and remains firmly committed to ensuring the safety, dignity and wellbeing of all employees. It strives to foster a safe, inclusive and respectful workplace. The Company has implemented a Policy on the Prevenbon of Sexual Harassment, aligned with the POSH Act and other applicable laws across the jurisdicbon in which it operates. Internal Committees ("ICs") have been consbtuted in accordance with the requirements ofthe POSH Act. Mulbple reporbng channels are available for reporbng concerns, including the Company intranet for employees. All complaints are addressed with due sensibvity, fairness and confidenbality, with appropriate safeguards to protect the privacy and reputabon of all individuals involved. Based on the findings ofthe inquiry, suitable correcbve &disciplinary acbons including warning, apology, reassignment, separabon or other remedial measures are taken as warranted. The Company conbnues to strengthen awareness and prevenbon through regular training of 1C members, structured awareness programmes, inducbon sessions for new employees, tainees and associates.

Corporate Governance, Management Discussion & Analysis and Business responsibility and sustainability Report.

As per Listing Regulations, the Corporate Governance Report with the Prectising Company Secretary Certificate thereon and the Management Discussion and Analysis are attached, which forms part of this Annual Report. Pursuant to Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and sustainability initiatives taken from an environmental, social and governance perspective in the prescribed format is attached as a separate section of this Annual Report.

Corporate Social Responsibility Initiatives

Safety, Health and Environment

The safety of all employees and associates has always been an area of priority for our Company. The Company has consbtuted a Safety and Securibes Committee and the Committee meet in each month to discuss all safety issues and take the decision relabng to resolving the

same. The minutes of the safety and securibes committee meebngs and acbon taken report are also placed before the Audit Committee Meebng for their review and further instrucbon, if any required relabng to pending matters. The Company also conduct the Fire Evacuabon Drill regularly. The safety and Training & awareness sessions were conducted perodically on Fire Safety in emergency situabon and on usage of the fire saving equipment. Safety standards are maintained across all locabons. Regular deep cleaning of the office premises and checks were done to ensure <afety of the employees. Health and wellness awareness sessions were also conducted for employees. The connect meebngs gave opportumbes to employees to express themselves and get solubons to their work matters. It also mobvated people to stay committed toward the organizabons goals and values.

Business Responsibility and Sustainability Report (BRSR)

In accordance with Regulabon 34(2)(f) of the Lisbng Regulabons, BRSR, covering disclosures on the Companys performance on Environment, Social and Governance parameters for FY26, is annexed as Annexure- III is part of this Integrated Report. BRSR includes reporbng on the nine principles of the Nabonal Voluntary Guidelines on social, environmental and economic responsibilibes of business as framed by the MCA. Cross referencing is provided in relevant secbons of Integrated Report with suitable references to the BRSR.

Changes in the Nature of Business T here were no changes in the nature of business. Material Changes

There are no material changes or commitments affecbng the financial Posibon of the company have occurred during the year under consideration, or after closure of the financial year bll the date of this report

Details of significant and Material orders passes by the Regulators or courts or tribunals impacting the going concern status and companys operabons in future

There were no significant and material orders passed by the regulators or courts or tribunals

Report on Corporate Governance

Your Company is committed to best practices in the area of Corporate Governance. Good Governance facilitate effective management and control of business, maintaining a high level of business ethics and optimizing the value for all stakeholders.

Corporate Governance Structure in the Company assigns responsibilities and entrusts authority among different participants in the organization viz the Board of Directors, the senior Management and Employee etc.

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Corporate Governance Report for F Y 2025-26, has been presented in a separate section on page no. 159- A certificate from M/> Parnami & Associates, Company Secretaries, Bathinda [confirming compliance with corporate governance requirements under the SEBI Listing Regulations.

Management Discussion and Analysis Report

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report.

Acknowledgement

The Directors thanks the Companys Bankers, Employees, Customers, Vendors, Investors and for their continuous support. The Directors also thank the Government of India, Government of Various States in India and concerned Government departments and agencies for their co-operation