Your Directors are pleased to present their 30^th Board Report and Financial Statements of your Company for the Financial Year ended March 31, 2025.

Highlights of the Financial Performance and state of Company's Affairs

Key aspects of Financial Performance of the Company for the year ended March 31, 2025 along with previous year's figures are tabulated below:

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 2023-24. The Net loss of the Company on standalone basis stood at ^ 69.63 Lacs as compared to Net loss of ^ 63.52 Lacs during the previous Financial Year 2023-24.

Further, during the Financial Year, the Consolidated Revenue from operations of the Company stood at ^ 2,340.80 Lacs as compared to ^ 1,762.21 Lacs during the previous Financial Year 2023-24. The Company earned a Net Profit of ^ 1,083.83 Lacs as compared to Net Loss of ^ 1,314.35 Lacs suffered during Financial Year 2023-24.

a) Subsidiaries, Associates and Joint Ventures

As on March 31, 2025, Company has the following Subsidiaries or Step-down Subsidiaries:

a. M/s. Health Care Energy Foods Private Limited, (Material Subsidiary)

b. M/s. Butterfly Ayurveda Private Limited, (Step-down Subsidiary)

c. M/s. Unisphere Industries Private Limited, (Step-down Subsidiary)

As per provisions of Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was one Material Subsidiary of the Company i.e., M/s. Health Care Energy Foods Private Limited as on March 31, 2025. However, subsequent to the end of the Financial Year, M/s. Butterfly Ayurveda Private Limited has also become a Material Subsidiary of the Company.

The Policy for determining 'Material Subsidiaries' is available 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 financial statements of the Subsidiary Companies shall also be kept for inspection by any Shareholder during working hours at the Company's 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 Company's 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 NonExecutive 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.

Brief profiles of the Directors proposed to be re-appointed, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are appended as an Annexure to the Notice of the ensuing AGM. The Board recommends the appointment/re-appointment of Directors for the approval of the Members of the 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.

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.

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

(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)

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 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 2024-25:

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 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 arm's 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 Company's 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 COMPANY'S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's 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 Company's 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.

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 reappointment 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 Company's 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.

Despite a challenging global landscape, India's economy stayed resilient. India solidified its position as the world's fourth-largest economy, showcasing its significant economic strength and becoming one of the fastest growing major economies.

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis report on your Company's performance, industry trends, and other material changes with respect to the Company are as under:

I. Industry Structure and Developments & Outlook, Opportunities & Threats and Discussion on financial performance with respect to operational performance:

The following analysis of Company's financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto, contained elsewhere in this Report. Some of the statements in this report constitute forward-looking statements, which relate to future events or the Company's future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

• the Company's future operating results;

• the Company's business prospects

• the impact of investments that the Company expects to make;

• the dependence of the Company's future success on the general economy and its impact on the industries in which the Company operates and invests;

• the Company's expected financing operations and investments; and

• the adequacy of the Company's cash resources and working capital;

II. Segment wise or product wise performance: N.A.

III. Risk and Concerns: The Company has risk and concerns similar to the industry in which it operates.

IV. Internal Control Systems and their adequacy: The Company has appropriate Internal Control Systems and the same are adequate and commensurate to the size of the business.

V. Material Developments in Human Resources / Industrial Relations front, including number of people employed: There is no material development in Human Resources during the year under review. Number of people employed during the Financial Year under consideration are 3.

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.

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 Company's 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.