Directors Report of Aeroflex Enterprises Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their Fortieth (40^th) Annual Report on the business and operations of Aeroflex Enterprises Limited ("the Company” or "AEL”) together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31^st March, 2025.

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 ,, , ('' in Lakhs)
Particulars	For F.Y 2024-2025	For F.Y 2023-2024
Total Revenue	2,192.43	33,692.72
Profit before Tax, Interest, Depreciation and Exceptional Items	1658.95	27,405.99
Less:Interest	71.79	220.59
Less: Depreciation and amortization expenses	41.67	50.97
Profit before Tax and exceptional Items	1,545.49	27,134.43
Less: Exceptional Items	Nil	Nil
Less: Tax Expense	518.92	4,127.46
Profit after Tax	1026.57	23,006.97
Net Profit/(Loss) for the year	1026.57	23,006.97
Consolidated , ,, v ('' in Lakhs)
Particulars	For F.Y 2024-2025	For F.Y 2023-2024
Total Revenue	60,608.75	77,842.16
Profit before Tax and after exceptional items	10,909.72	33,175.17
Less: Exceptional Items	(12.81)	Nil
Less: Tax Expense	2,823.72	5,752.71
Profit after Tax	8,073.19	27,422.46
Net Profit for the year after Shares of Profit/(Loss) of Associates and Minority Interest	5,312.00	25,791.61

The Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. STATE OF COMPANY''S AFFAIRS:

The Company is engaged in the business of general trading of merchandise, manufacturing of goods, leasing of assets, investment and financing.

There was no change in the nature of the business of the Company during the year under review.

The total Consolidated revenue from operations of the Company for the financial year ended 31^st March, 2025 is 57,853.77 Lakhs as against 50,062.28 Lakhs in the previous year. Consolidated net profit after tax during the year under review is 8,073.19 Lakhs as compared to 27,422.46 Lakhs in the previous year.

Consolidated Financial statements for the financial year ended 31^st March, 2025 have been prepared in accordance with Section 133 of the Companies Act, 2013 (the "Act”) read with rules made thereunder and Indian Accounting Standards (the "Ind AS”) 110. The Consolidated Financials reflect the cumulative performance of the Company together with its subsidiaries.

The total Standalone revenue from operations of the Company for the financial year ended 31^st March, 2025 is 428.36 Lakhs as against 6,656.06 Lakhs in the previous year. The Company reported a net profit of 1,026.57 Lakhs for the year ended 31^st March, 2025 as compared to the Net Profit of 23,006.97 Lakhs in the previous year. The Company and its subsidiaries together form a diversified business group, with substantial operations undertaken both directly by the Company and through its subsidiaries.

Pursuant to the provisions of Section 136 of the Act, the Annual Report of the Company, containing, inter alia, it''s Standalone and the consolidated financial statements, along with the relevant documents and separate audited financial statements for each of the subsidiaries are available on the Website of the Company https://satgroup.in/ under the "Investor''s Relation” section.

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY:

Material changes During the year under review

a. Acquisition of M.R. Organisation Limited

Your Company has acquired 23,25,375 equity shares amounting to '' 115.47 crores i.e., 90% of the issued and paid-up share capital of M. R. Organisation Limited based out of Ahmedabad ("Investee Company”) from the existing Shareholders of the Investee Company into four tranches out of which the Company has successfully completed the acquisition of first tranche i.e., 13,17,720 (Thirteen Lakhs Seventeen Thousand Seven Hundred And Twenty) equity shares equivalent to 51 % of the issued and paid-up share capital of M. R. Organisation Limited.

b. Further Investment in Aeroflex Finance Private Limited, Wholly Owned Subsidiary:

Your Company has made further Investment of '' 3 Crores (Rupees Three Crores only) in Aeroflex Finance Private Limited, Wholly Owned Subsidiary Company through acquisition of 30,00,000 equity shares at face value of '' 10/- each, for its business expansion.

c. Change in the Registered Office of the Company within the local limits of the same city:

Your Company has changed its registered office address from 121, B-Wing, Mittal Tower, Nariman Point, Mumbai, Maharashtra, India, 400021 to 53, C-Wing,

Mittal Tower, Nariman Point, Mumbai, Maharashtra, India, 400021 w.e.f. December 12, 2024.

Material changes post the closure of the year under review

a. Change in name of the Company from SAT Industries Limited to Aeroflex Enterprises Limited.

Your Company has changed its name from SAT Industries Limited to Aeroflex Enterprises Limited pursuant to the approval received by Registrar of Companies, Ministry of Corporate Affairs ("MCA”) dated May 13, 2025

b. Change in Trading Name and Trading Symbol of the Company

Your Company, pursuant to the name change, has changed its Trading Name from SAT Industries Limited to Aeroflex Enterprises Limited and Trading Symbol from SATINDTLD to AEROENTER on BSE Limited and National Stock Exchange of India Limited w.e.f. June 25, 2025.

4. TRANSFER TO RESERVES:

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

5. DIVIDEND:

Your Board is pleased to recommend final dividend '' 0.30/- (thirty paisa Only) being 15 % per share on Equity Share of '' 2/- for the financial year 202425, 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 has been no change in the business of the Company.

7. LISTING ON STOCK EXCHANGES:

As on 31^st March, 2025, the Company''s Equity Shares 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.

8. SHARE CAPITAL:

a. Authorised Capital

As on 31^st March, 2025, the Authorised Capital of the Company stands at '' 29,00,00,000/-(Twenty-Nine Crores Only) divided into 14,50,00,000 equity shares of '' 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 31^st March, 2025, the total Issued, Subscribed and Paid-up capital of the Company stands at '' 22,61,70,000/- (Twenty-Two Crores Sixty-One Lakh

Seventy Thousand Only) divided into 11,30,85,000 equity shares of '' 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 Five subsidiaries (Four I mentioned below:			ndian and one foreign subsidiary) as on 31st March, 2025 as
Sr. No.	Name of the Subsidiary	Status	Business
1	Aeroflex Neu Limited (Formerly known as Sah Polymers Limited)	Subsidiary	Aeroflex Neu Limited is a leading PP Woven Bags Manufacturer in India (Udaipur, Rajasthan). It manufactures and exports PP Woven Bags and HDPE Box Bags, Flexible Intermediate Bulk Containers (FIBCs), and BOPP Bags. It is known as the top exporters of PP woven bags, fabric and box bags.
2	Aeroflex Industries Limited	Subsidiary	Aeroflex Industries Limited is primarily engaged in the manufacturing of Metallic Flexible Flow Solutions, which are widely used across diverse industries including oil and gas, aerospace, petrochemicals, renewable energy, electric mobility and other critical engineering sectors. The Company continues to maintain its position as a leading player in the flexible flow solutions segment, known for its quality, reliability, and customer-centric innovation.
3	Aeroflex Finance Private Limited	Wholly Owned Subsidiary	Aeroflex Finance Private Limited is a Non-Banking Financial Company (NBFC). The Company is committed to offering a wide range of services to individuals, businesses, and institutions, bridging the gap between traditional banking and specialized financial needs. As a vital subsidiary of the Company, our NBFC arm focuses on financial solutions that meet the unique needs of small businesses, entrepreneurs, and individuals. It also provides consumer loans, loans for education (primary, secondary and higher education and skill development), and loans to corporations & firms.
4	Italica Global FZC, UAE	Wholly Owned Subsidiary	Italica Global FZC is based in UAE. It is engaged in the business of General Trading Import & Export.
5	M.R. Organisation Limited	Subsidiary	MRO is India''s largest Independent aftermarket, replacement, equivalent Compressor spare parts and Service Company. An ISO certified Export house, It has headquarters, manufacturing unit & air-end rebuilding workshop located at Ahmedabad, Gujarat, India. MRO''s office cum warehouse with fast moving kits are located at USA, Belgium and UK.

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. REMUNERATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT:

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:

During the year under review, the Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and rules made there under, nor there are any outstanding public deposits or interest during the year ended 31^st March, 2025.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) Retirement by rotation & subsequent re-appointment:

In accordance with the provisions of Section 152 & other Applicable provisions if any of the Companies

Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Asad Daud (DIN: 02491539), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

The Board recommends his re - appointment for consideration of Members at the forthcoming Annual General Meeting of the Company. Appropriate resolutions for his re - appointment is being placed for the approval of the Members along with his Brief Resume and other related information has been placed in the Notice convening the 40^th Annual General Meeting of the Company.

(b) Change in directorship during the year:

During the year under review Mrs. Uma Mandavgane (DIN: 03156224) has been appointed as Additional Non-Executive - Independent Women Director of the Company with effect from May 31, 2024, her appointment as Independent Women Director has been approved by the Shareholder''s in the 39^th Annual General meeting i.e. on July 19, 2024, for the term of 3 years from May 31, 2024 to May 30, 2027.

(c) Completion of tenure of Mr. Ramesh Chandra Soni, Independent Director of the Company:

During the year, Mr. Ramesh Chandra Soni (DIN: 00049497) completed their second consecutive term as Independent Director of the Company and consequently ceased to be Director of the Company effective from the close of business hours on 30^th September, 2024.

(d) Key Managerial Personnel (KMP): The following personnel are the KMP''s of the Company as on 31st March, 2025 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 there has not been any 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 has taken 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 149(6) OF THE COMPANIES ACT, 2013:

In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Independent Directors have confirmed that they are not aware of any circumstances situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Independent Directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under Section 149(6) of the Act & regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, There has been no change in the circumstances affecting their status as an independent Director.

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 requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses for effective functioning, which are detailed in the Corporate Governance Report.

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- There has been no earning and outgo in foreign exchange.

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 31^st March, 2025, the applicable Indian accounting standards have 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 31^st March, 2025 and of the profit and loss of the Company for the financial year ended 31^st March, 2025;

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 have prepared the annual accounts/financial statements on a going concern basis;

e) the directors have 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 have 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 Auditor''s

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Ajay Paliwal & Co., Chartered Accountants (ICAI FRN: 012345C), Statutory Auditors of the Company, in their report on the Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2025. The Notes on financial statements referred to in the Auditors'' Report are selfexplanatory.

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

b. Secretarial Auditor/ Audit:

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board appointed M/s. G H V & Co, Practicing Company Secretaries (CP No. 11663) and Peer Review No. 2495/2022, as Secretarial Auditors of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended 31^st March, 2025 is enclosed as Annexure-“C” to this Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Auditors have not reported any incident of fraud for the year under review.

In compliance with Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the Stock Exchanges within the statutory timelines.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 24, 2025, approved and recommended the appointment of M/s. G H V & Co, Practicing Company Secretaries (CP No. 11663) and Peer Review No. 2495/2022 as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from FY 2025-26 till FY 2029-30, subject to approval of the Members at this 40^th AGM of the Company.

Accordingly, an Ordinary Resolution, proposing appointment of M/s. G H V & Co, Practicing Company Secretaries (CP No. 11663) and Peer Review No. 2495/2022, as the Secretarial Auditors of the Company for a term of five consecutive years, forms part of the Notice of the 40^th AGM of the Company. G H V & Co have given their written consent and confirmed their eligibility and qualification required under the Companies Act, 2013 and the SEBI Listing Regulations, 2015 for holding the office as Secretarial Auditors of the Company.

c. Secretarial Audit for Material Subsidiaries:

As per regulation 24 (1) of SEBI Listing Regulation, the Company is required to annex the Secretarial Audit Report of its unlisted material subsidiary to its Annual Report. The Secretarial Audit report of the material unlisted subsidiary i.e., M.R. Organisation Limited is annexed as Annexure - “D” part of the Board Report. The Secretarial Audit Report of

such subsidiary confirm that they have complied with provisions of the Acts, Rules, Regulations and Guidelines and there are no deviations or non -compliances for the Financial Year 2024-2025.

d. Internal Auditor and Internal Audit:

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 2024-2025. Based on the reports of internal audit, the Company undertake corrective action in the respective areas. Significant audit observations if any and corrective actions are periodically presented to the Audit Committee of the Board.

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.

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, Wholetime Director and Mr. Harikant Turgalia, Whole-time Director & Chief Financial Officer of the Company for the Financial Year 2024-2025 is annexed as Annexure - “E”.

20. WEB-LINK OF ANNUAL RETURN:

In accordance with the requirements under Section 92(3) and Section 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2025 in Form MGT-7 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, Seven (7) meetings of the Board of Directors were held during the Financial Year 2024-25. The details of the meetings of the Board of Directors of the Company during the Financial Year 2024-25 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 31^st March, 2025:

I. Audit Committee

II. Nomination, Remuneration & Compensation 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 186(4) 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 forming part of this Annual Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has consistently adopted the practice of undertaking related party transactions in the ordinary and normal course of business & at arm''s 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 Company''s website at https://satgroup.in/wp-content/uploads/2023/03/ Policy-on-materiality-of-and-dealing-with-Related-Party-Transactions.pdf All 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 2024-25, were on arm''s length basis and in ordinary course of business. As per SEBI (LODR) Regulations, 2015 for the Half Year ended September 30, 2024 and 31^st March, 2025 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 2024-25 are provided in the accompanying financial statements. The details of Related Party transactions are set out in notes to the Financial Statements forming part of this Annual Report.

Form AOC -2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rules is attached as Annexure - “F” to this report.

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, positiveattributesand 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 Company''s 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 organized the familiarization program for all independent directors of the Company on Tuesday, March 04, 2025 which was conducted by Dr. S.K Jain, Practicing Company Secretary, Mumbai on the following topics:

1. Appointment Procedure and Roles & Responsibilities of Independent Directors under Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

2. Key amendments under SEBI (LODR) Regulations, 2015 relating to Independent Directors and Audit Committee.

3. Role and responsibilities of Nomination and Remuneration Committee.

4. Parameters for Evaluating Individual Directors, Board as whole, Managing Director, Independent Director and Committees.

The details of familiarization program has 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 13, 2025, 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, and 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 under review, M/s. M.R. Organisation Limited has become the subsidiary Company of your Company w.e.f. July 30, 2024. Further no other Company has become or ceased to be its subsidiary, joint venture or associate Company.

The Company does not have any Joint Venture(s) 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. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF 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 Company''s 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 Company''s business.

31. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has an adequate system of Internal Financial Control commensurate with the size, scale and complexity of its operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Company''s policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Financial Control System that is operating effectively during the year under review.

There is no instance of fraud which necessitates reporting of material mis-statement to the Company''s Operations.

32. REPORTING OF FRAUDS:

Pursuant to provisions of Section 143 (12) of the Act, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

33. CORPORATE SOCIAL RESPONSIBILITY:

The Company discharges its Corporate Social Responsibility obligations through publicly registered implementing agencies towards supporting projects as prescribed under Schedule VII of the Companies Act, 2013, in line with the Corporate Social Responsibility Policy of the Company.

The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by CSR Committee, which policy is available on the website of the Company, https://satgroup.in/wp-content/uploads/2023/05/CSR-Policy.pdf

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 under Section 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014.

34. VIGIL MECHANISIM/WHISTLE BLOWER:

The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013 has established a robust Vigil Mechanism Policy for Directors and employees to report genuine concerns to the management viz, instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and assist the Audit Committee. The Directors and employees are encouraged to come forward and express his/her concerns without fear of punishment or unfair treatment.

The details of the Whistle Blower Policy have been posted on the website of the Company at https:// satgroup.in/wp-content/uploads/2023/03/WHISTLE-BLOWER-AND-VIGIL-MECHANISM-POLICY.pdf

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

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created a framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at https://satgroup.in/wp-content/ uploads/2025/02/POSH-Policy.pdf

The Company has complied with the provision relating to the constitution Internal Complaints Committee under POSH, 2013. In the Board Meeting held on January 31, 2025, the Company had reconstituted the Internal Complaints Committee.

All employees (Permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2024-25, no complaint pertaining to Sexual harassment at work place has been received by the Company.

The details of sexual harassment for the F.Y 2024-25 is given below:
Sr. No	Particulars	Details
a.	Number of complaints of sexual harassment received in the year	Nil
b.	Number of complaints disposed off during the year	Nil
c.	Number of cases pending for more than ninety days	Nil

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees. During the year under review, there were no instances requiring grant of maternity benefits; however, necessary systems and processes are in place to extend such benefits as and when applicable.

37. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity and inclusion (DEI), the Company discloses below the gender composition of its workforce as on 31^st March, 2025.

Male Employees 12

Female Employees 6

Transgender Employees -

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

38. 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.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

40. 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:

During the financial year under review, there was no instance of one-time settlement of loans/ financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

41. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company has implemented SIL Employees Stock Option Plan, 2024 ("the Scheme”) for the eligible employees of the Company vide Special Resolution passed by the members at the 39^th Annual General Meeting of the Company held on July 19, 2024.

During the financial year under review, no options were granted.

42. 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 Company''s operations in future.

43. APPRECIATION & ACKNOWLEDGEMENT:

The Board of Directors place their sincere appreciation for the contribution made by all our employees without whose 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 "AEL”.

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.

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Mar 31, 2024

The directors have pleasure in presenting their Thirty-Nineth (39^th) 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

(Rs. in Lakhs)
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 ('' 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 Minority Interest	25,791.61	4,280.16

2. STATE OF COMPANY’S 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 '' 33,692.72 Lakhs against '' 11,362.60 Lakhs in the corresponding previous year and earned a net profit of '' 23,006.97 Lakhs (previous year '' 743.36 Lakhs) after providing for depreciation and tax.

On a consolidated basis, the total revenue stood at '' 77,842.16 Lakhs with net profit after tax of '' 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 '' 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 '' 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 '' 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 '' 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 '' 189.00 Crores against 1,75,00,000 Equity Shares of Aeroflex Industries Limited of face value '' 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 '' 0.15 per equity shares of '' 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 '' 0.15 (7.5%) per equity share of '' 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 '' 29,00,00,000/-(Twenty Nine Crores Only) divided into 14,50,00,000 equity shares of '' 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 '' 22,61,70,000/- (Twenty Two Crores Sixty One Lakh Seventy Thousand Only) divided into 11,30,85,000 equity shares of '' 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

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 39^th 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 38^th 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 KMP''S 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	Company Secretary &
	Gupta	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 149(6) 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 ANDFOREIGN 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:

('' in Lakhs)
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 Auditor’s:

M/s. Ajay Paliwal & Co., Chartered Accountants, (ICAI FRN: 012345C) were appointed as Statutory Auditors of the Company at the 37^th Annual General Meeting held on September 16, 2022 to hold office till the conclusion of the 42^nd 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 Auditor''s 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 Auditor''s 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, WholeTime 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 186(4) 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 arm''s 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 Company''s website at https://satgroup.in/ wp-content/uploads/2023/03/Policy-on-materiality-of-and-dealing-with-Related-Partv-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 arm''s 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 Company''s 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 Company''s 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 Company''s 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/ reporting''s 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 (PREVENTION, 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 Company''s 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 who''s 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.

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Mar 31, 2023

The Directors have pleasure in presenting their Thirty-Eighth (38^th) Annual Report on the business and operations of Sat Industries Limited (the Company) together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31^st March, 2023.

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

(Rs. In Lakhs)
Particulars	For FY 2022-2023	For FY 2021-2022
Total Revenue	11,362.60	2,352.73
Profit before Tax, Interest, Depreciation and Exceptional Items	1,137.19	807.36
Less:Interest	197.85	139.89
Less: Depreciation	54.92	61.97
Profit before Tax and exceptional Items	884.42	605.50
Less: Tax Expense	141.06	101.76
Profit after Tax	743.36	503.74
Net Profit/(Loss) for the year	743.36	503.74
Consolidated (Rs. In Lakhs)
Particulars	For FY 2022-2023	For FY 2021-2022
Total Revenue	48,178.15	35,148.22
Profit before Tax and after exceptional items	5,829.59	5,026.72
Less: Tax Expense	1,323.71	1,156.07
Profit after Tax	4,505.88	3,870.65
Net Profit for the year after Shares of Profit/(Loss) of Associates and Minority Interest	4,280.16	3,554.38

2. STATE OF COMPANY’S 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 ^ 11,362.60 lakhs against ^ 2,352.73 lakhs in corresponding previous year and earned a net profit of ^ 743.36 lakhs (previous year ^ 503.74 lakhs) after providing for depreciation and tax.

On a consolidated basis, the total revenues stood at ^ 48,178.15 lakhs with net profit of ^ 4,505.88 lakhs.

3. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and up to the date of this report.

4. TRANSFER TO RESERVES:

There is no amount proposed to be transferred to General Reserves during the year under review.

5. DIVIDEND:

Your Directors have pleasure in recommending payment of final dividend of ^ 0.10 (5%) per equity share of ^ 2/- each for the Financial Year 2022-23 subject to approval of the same by the members at the ensuing Annual General Meeting.

Further the Company has paid an interim dividend of ^ 0.10 (5%) per Equity Share of ^ 2/- each on fully paid Equity Shares amounting to ^ 113.09 lakhs.

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 OF SHARES:

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 2022-2023, has been paid.

8. SHARE CAPITAL:

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

Issued, subscribed and paid-up capital of the Company is ^ 22,61,70,000/- divided into 11,30,85,000 equity shares of ^ 2/- each.

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

9. SUBSIDIARIES AND ASSOCIATES:

The Company has Four subsidiaries (Three Indian and one foreign subsidiary) as on 31^st March, 2023 namely:

Sr. No.	Name of Company	Subsidiary
1	Sah Polymers Limited	Subsidiary
2	Aeroflex Industries Limited	Subsidiary
3	Aeroflex Finance Private Limited	Subsidiary
4	Italica Global FZC, UAE	Subsidiary

A Statement containing the salient features of the financial statement 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 report.

Further, the Scheme of Amalgamation of Aeroflex International Limited (''Transferor Company No. 1’) and Italica Furniture Private Limited (''Transferor Company No. 2’) with Sat Industries Limited (''Transferee Company’) Under Sections 230 to 232 of the Companies Act, 2013 has approved by Honorable NCLT, Mumbai Bench on 06^th January, 2023.

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 are attached to this report vide Annexure-B.

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 as such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in noncompliance of Chapter V of the Companies Act, 2013.

12. DETAILS OF DIRECTORS AND KEY

MANAGERIAL PERSONNEL:

(a) Directors:

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. Asad Daud, Director (DIN: 02491539), retires by rotation at the 38^th Annual General Meeting, and being eligible, offers himself for re-appointment.

During the year, following are the changes took place in the Board of Directors of the Company.

i. Mr. Goree Shankar Shrimali, an Independent Director has resigned from the Board of Directors w.e.f. 26^th July, 2022.

ii. Mr. Parthasarathi Sarkar and Mr. Arpit Khandelwal, Independent Directors has been appointed on the Board w.e.f. 26^th July, 2022.

iii. Mr. Nikhil Raut, Independent director has completed his tenure of two terms and ceased to be a director of the Company w.e.f. 1^st October, 2022.

Further, in the opinion of the Board of Directors, all Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience enabling them to fulfil their duties as Independent Directors.

(b) Key managerial personnel:

During the year, no changes took place in the Key Managerial Personnel (“KMP") 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.

13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) 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 the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

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

b) Earning and outgo in foreign exchange:
		(^ In lakhs)
Particulars	2022-23	2021-22
Foreign Earnings	-	-
Foreign Outgo	20.09	71.27

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to clause(c) of sub-section 3 of section 134 of the Companies Act, 2013 It is stated that:

a) in the preparation of the annual accounts, the applicable accounting standards had 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 and loss of the company for that period;

c) the directors had 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 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:

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

17. FRAUDS AGAINST THE COMPANY:

The Auditors have not reported frauds under sub-section (12) of section 143 of the Companies Act, 2013.

18. QUALIFICATION IN THE AUDITORS’ REPORT -BOARD’S COMMENTS OR EXPLANATIONON:

The Auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer.

19. CORPORATE GOVERNANCE:

The report 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 Report as Corporate Governance Report.

20. 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 the Listing Regulations is presented in a separate section, forming part of the Annual Report.

21. CEO/CFO CERTIFICATE:

Chief executive officer and Chief financial officer compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Report as Annexure-C.

22. WEB-LINK OF ANNUAL RETURN:

Annual Return of the Company can be viewed at: https://satgroup.in/investor-relations/.

23. NUMBER OF MEETINGS OF THE BOARD:

During the year, Eight (8) Board Meetings were held, details of which are given in the Corporate Governance Report.

24. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013:

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.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-D in Form No. AOC-2 and the same forms part of this report. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company’s website: www.satgroup.in

26. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration i.e., Nomination and Remuneration Policy. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been placed on the Company’s website, www. satgroup.in. The policy on the above is attached as Annexure-E.

27. INDEPENDENT DIRECTORS TRAINING/ MEETING:

During the year under review a separate meeting of the Independent Directors of the Company was held on 18^th March, 2023, 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, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board.

28. 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 Listing Regulations, 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, performance of the Board as a whole and that of the Chairman. 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.

29. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. G H V & Co., Practicing Company Secretaries (CP No. 1163 and Peer Review No. 2495/2022), to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company. The Secretarial Audit Report is attached herewith as Annexure-F.

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

During the year under review M/s. Aeroflex International Limited and M/s. Italica Furniture Private Limited have merged with the Company vide NCLT Order C.P.(CAA) No. 50/MB-I/2021 In C.A.(CAA) No. 1106/MB-I/2020 dated 06^th January, 2023

The Company had no Joint Venture Company and Associate Company during the financial year under review.

Further there were no other changes in respect of the same.

31. CONSOLIDATED AUDITED FINANCIAL STATEMENTS:

Your Directors have pleasure in presenting the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and prepared in accordance with the applicable Accounting Standards in this regard.

The Consolidated Financial Statements along with the Independent Auditors’ Report thereon is annexed and form part of this Report.

The Auditors’ Report does not contain any qualification, observation or adverse comment.

32. 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.

33. 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 Company’s 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 Company’s business.

34. 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 efficacy and 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.

35. CORPORATE SOCIAL RESPONSIBILITY:

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-G of this report in the format prescribed Rules, 2014. The policy is available on the website of the in the Companies (Corporate Social Responsibility Policy) company, http://satgroup.in/corporatesocial-responsibilitv-policv/

36. VIGIL MECHANISIM/WHISTLEBLOWER:

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 uploaded on the website of the Company, www.satgroup.in

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, 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. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

38. 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.

39. ANNUAL PERFORMANCE EVALUATION:

During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate meeting was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting following the meeting of Independent Directors.

40. 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.

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

No application has been made by the Company nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year.

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.

41. ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the shareholders, banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

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Mar 31, 2018

The Directors of your Company have pleasure in presenting the Thirty third (33rd) Annual Report together with the Audited accounts of the Company for the year ended March 31, 2018.

01. FINANCIAL RESULTS

The Company''s performance during the year as compared with the previous year is summarized below :

Stand Alone

(Rs. in lakhs)

Particulars	2017-2018	2016-2017
Total Revenue	5,191.95	4,795.82
Profit/Loss(-) before Tax, Interest, Depreciation and Exceptional Items	589.15	226.54
Interest	22.42	2.15
Depreciation	14.01	8.66
Profit/(Loss) before Tax and exceptional Items	552.72	215.73
Less: Tax Expense	103.69	16.73
Profit/(Loss) after Tax	449.03	199.00
Exceptional Items	0	1,167.13
Net Profit/(Loss) for the year	449.03	1,366.13

Consolidated

(Rs. in lakhs)

Particulars	2017-2018	2016-2017
Total Revenue	10,183.53	9,711.25
Profit before Tax and after exceptional items	809.85	2,155.75
Less: Tax Expense	109.22	72.10
Profit/(Loss) after Tax	700.63	2,083.65
Net Profit/(Loss) for the year after Shares of Profit/ (Loss) of Associates and Minority Interest	698.37	2,084.13

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013. The financial statements have also been prepared in accordance with the relevant presentation requirements of the Companies Act, 2013. The Company adopted Ind AS from 1st April, 2017.

Up to the year ended 31st March, 2017, the Company prepared its financial statements in accordance with the requirements of previous Generally Accepted Accounting Principles (GAAP), which includes Standards notified under the Companies (Accounting Standards) Rules, 2006. These are the Company''s first Ind AS financial statements. The date of transition to Ind AS is 1st April, 2016. Details of the exceptions and optional exemptions availed by the Company and principal adjustments along with related reconciliations are detailed in Note 39 (First-time Adoption) to the Notes to Financial Statement.

02. STATE OF COMPANY''S AFFAIRS:

The Company is engaged in the business of general trading of merchandise, leasing of assets and financing. During the year the Company recorded a total revenue of Rs. 5,191.95 lakhs against Rs. 4,795.82 lakhs in corresponding previous year and earned a net profit of Rs. 449.03 Lakh (pr.yr. 1,366.13 Lakh) after providing for depreciation and tax.

03. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

04. DIVIDEND:

Based on the Company''s better performance, the Directors are pleased to recommend a maiden dividend of Re. 0.10 (5%) per equity share of Rs. 2/- each for the Financial Year 2017-18 subject to declaration of the same by the Members at the ensuing Annual General Meeting.

05. CHANGE IN NATURE OF BUSINESS:

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

06. LISTING OF SHARES:

The Equity Shares of the Company are listed on the

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the listing fee for the year 20182019, has been paid.

07. SHARE CAPITAL:

During the year under report, the issued, subscribed and paid up capital of the Company increased from Rs.19,60,00,000/- divided into 9,80,00,000 Equity Shares of Rs. 2/- each to Rs. 21,60,00,000/- divided into 10,80,00,000 of Rs. 2/- each with the allotment of 1,00,00,000 equity shares upon conversion of the warrants.

The above shares have been listed by the BSE Limited.

08. SUBSIDIARIES AND ASSOCIATES:

The Company has five subsidiaries (four Indian and one foreign subsidiary) as on March 31, 2018 namely:

1. Sah Polymers Limited (Material Subsidiary);

2. Italica Furniture Private Limited;

3. Italica Ventures Private Limited;

4. Aeroflex International Limited;

5. Italica Global FZC, UAE; and an associate viz. Genext Students Private Limited

During the year the Company made further investment of Rs. 486 Lakhs in Sah Polymers Limited, to increase its stake from 89.43 % to 91.79%.

A Statement containing the salient features of the financial statement of the subsidiaries and associate, in the prescribed Form AOC-1 pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014 is forming part of this Report.

09. 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 are attached to this report vide Annexure -"A"

10. 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 as such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) DIRECTORS :

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Harikant Turgalia, Whole-time Director (DIN: 00049544), retires by rotation at the 33rd Annual General Meeting, and being eligible, offers himself for re-appointment.

During the year, Mr. Sunil Mithalal Jain (DIN: 03398788) and Mr. Nikhil Khanderao Raut (DIN: 06653335) were re-appointed as independent directors of the Company for a second term of 5 (five) consecutive years from 1st October, 2017 to 30th September, 2022.

b) KEY MANAGERIAL PERSONNEL :

During the year there was no change in the Company''s Key Managerial Personnel.

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 as a mother and son.

12. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) 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 the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

a) The information required under Rule 8 of the

Companies (Accounts) Rules, 2014 read with Section 134(3) of the Companies Act, 2013 relating to conservation of energy and technology absorption is not being given since your Company is not engaged in manufacturing activity.

b) Earning and outgo in foreign exchange :

2017-18 2016-17

(i) Earnings Nil Nil

(ii) Outgo Rs. 34,04,000/- 23,52,147/

14. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 It is stated that :

a) in the preparation of the annual accounts, the applicable accounting standards had 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 and loss of the company for that period;

c) the directors had 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 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.

15. AUDITORS:

Through ordinary resolution no. 3 passed at the 32nd Annual General meeting held on 29th September, 2017, the existing auditors M/S. Sampatilal Bohara & Co., Chartered Accountants, (FRN: ICAI FRN: 003324C) were appointed as statutory Auditors of the Company for a term of five years commencing from the conclusion of Thirty Second Annual General meeting up to the conclusion of Thirty Seventh Annual General Meeting subject to ratification of the same at every annual general meeting.

In view of the omission of the first proviso to subsection (1) of the section 139 of the Companies Act, 2013, vide notification no. S.O. 1833(E), dated May 7, 2018, the appointment of the Auditors is not required to be ratified by the members of the Company at every Annual General Meeting.

To bring the appointment of the Auditors in consonance with the amended provision, for the remaining period i.e. from the conclusion of the 33rd Annual General Meeting up to the conclusion of the 37th Annual General Meeting, the said resolution requires partial modification -by deletion of the words requiring ratification at every Annual General Meeting, to conduct audit for the financial year 2018-19, 2019-2020, 20202021 and 2021-2022.

The Board recommend the same for consideration at the ensuing annual general meeting.

16. FRAUDS AGAINST THE COMPANY:

The auditors have not reported frauds under sub-section (12) of section 143 of the Companies Act, 2013.

17. QUALIFIACTION IN THE AUDITORS'' REPORT - BOARD''S COMMENTS OR EXPLANATIONON:

The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer.

18. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 is attached herewith (Annexure-"B").

19. CORPROATE GOVERNANCE:

The report 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 Report as Corporate Governance Report.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Report as Annexure- "C"

21. CEO/CFO CERTIFICATE:

Chief executive officer and Chief financial officer compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Report as

Annexure- "D" 22. NUMBER OF MEETINGS OF THE BOARD:

During the year, Seven (7) Board Meetings were held, details of which are given in the Corporate Governance Report.

23. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013:

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:

The Company has not entered into any contract or arrangement with any person including persons covered under sub - section(1) of section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company''s Website: www.satgroup.in

25. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been placed on the Company''s website. The policy on the above is attached as Annexure -"E" & Annexure -"F".

26. INDEPENDENT DIRECTORS TRAINING/ MEETING:

During the year under review a separate meeting of the Independent Directors of the Company was held on March 13, 2018, 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, performance of Chairperson of the Company and assessed the quality, quantity and timelines 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 Listing Regulations, 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, performance of the Board as a whole and that of the Chairman. 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. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mrs. Nancy Jain, Proprietor of Nancy Jain & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company. The Secretarial Audit Report is attached herewith as Annexure "G".

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

Sat Middleeast Limited ceased to be a subsidiary of the Company with effect from 30.03.2018 and Italica Global, FZC, UAE, became subsidiary with effect from 01.06.2017.

30. CONSOLIDATION OF ACCOUNTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and prepared in accordance with the applicable Accounting Standards in this regard.

The Auditors'' report to the shareholders does not contain any qualification, observation or adverse comment.

31 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.

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

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. 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 Company''s 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 Company''s business.

33. 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 efficacy and 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.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

34. CORPORATE SOCIAL RESPONSIBILITY:

The provisions with respect to Corporate Social Responsibility are not applicable to the Company as the Company does not fall within the purview of the Section 135 of the Act.

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. ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the shareholders, banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

For and on behalf of Board of Directors of

Sat Industries Limited

Date: 25-05-2018 H.K. Turgalia Shehnaz D. Ali

Place: Mumbai Whole-time Director Whole-time Director

DIN: 00049544 DIN: 00185452

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Mar 31, 2016

To The Members of SAT INDUSTRIES LIMTED Directors'' Report

The Directors of your Company have pleasure in presenting their Thirty-first (31st) Annual Report and the Audited Accounts of the Company for the year ended March 31, 2016.

1. FINANCIAL RESULTS

The Company''s performance during the year as compared with that during the Previous year is summarized below :

Stand Alone_

(Rs. in lakhs)

Particulars	2015-2016	2014-2015
Turnover	4792.62	901.44
Other Income	45.68	31.87
Profit/Loss(-) before Tax, Interest,	44.51	(220.77)
Depreciation and Exceptional Items
Depreciation	3.94	0.56
Exceptional Items	0	(1155.18)
Profit/(Loss) before Tax	40.57	(1376.51)
Less: Tax Expense	70.35	(0.06)
Profit/(Loss) after Tax	(29.78)	(1376.45)
Profit available for appropriation	(29.78)	(1376.45)
Surplus carried from Previous year	(1410.52)	(34.07)
Balance carried to Balance Sheet	(1440.30)	(1410.52)
Consolidated	(Rs, in lakhs)
Particulars	2015-2016	2014-2015
Turnover	9648.12	893.28
Other Income	128.46	52.46
Profit before Tax	(154.90)	(1785.88)
Less: Tax Expense	(20.27)	(0.06)
Profit/(Loss) after Tax	(175.17)	(1785.82)
Net Profit/(Loss) for the year after	(175.17)	(1785.82)
tax
Balance carried from last year	(2398.60)	(612.78)
Balance carried to Balance Sheet	(2398.39)	(2398.60)

02. STATE OF COMPANY''S AFFAIRS:

The company is engaged in the business of general trading mainly fabric and leasing of machinery & moulds. During the year the Company clocked a turnover of Rs. 4792.62 lakhs as against Rs. 901.44 lakhs in corresponding previous year registering an increase by 431.66 %. During the year the Company incurred a loss after tax of Rs. 29.78 lakhs as against Rs. 1376.45 lakhs in the corresponding previous year registering a decrease by 97.84 %.

03. MATERIAL CHANGES AND COMMITMENTS :

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statements relate and the date of report.

04. DIVIDEND :

In view of the loss, the Directors are unable to recommend any dividend for the year 2015-2016.

05. CHANGE IN NATURE OF BUSINESS:

During the year the company has entered into new line of business i.e leasing of machinery & moulds to other entities.

06. LISTING OF SHARES :

The Equity Shares of your Company are listed on the BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the listing fees for the year 2016-2017, has been paid.

07. SHARE CAPITAL :

During the year under report the issued, subscribed and paid up capital of the Company increased from Rs. 9,20,00,000/to Rs. 11,18,00,000/- with the allotment of 40,00,000 Equity Shares of Rs. 2/- each at a premium of Rs. 0.10/- per share and 59,00,000 Equity Shares of Rs. 2/- each at a premium of Rs. 5/- per share consequent upon conversion of 99,00,000 warrants in to equal number of equity shares. The equity shares have since been listed on BSE Limited.

08. 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 are attached to this report vide Annexure -"A"

09. DEPOSITS:

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under as such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

(a) DIRECTORS :

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Harikant Turgalia, Whole-time Director (DIN: 00049544), is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment. The details of Director being recommended for re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution seeking your approval to the re appointment of Director is also included in the Notice.

(b) KEY MANAGERIAL PERSONNEL :

During the year Mr. Nirav Patel resigned from the post of Company Secretary and Compliance officer w.e.f. 30th June, 2015. Ms. Alka Premkumar Gupta having one year post qualification experience, an Associate Member of The Institute of Company Secretaries of India was appointed as Company Secretary and Compliance officer w.e.f.1st July, 2015 in accordance with the provisions of the section 203(1)(ii) of the Companies Act, 2013.

11. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE COMPANIES ACT, 2013

It is stated pursuant to provisions 134(3)(d) of the Companies Act, 2013 that the declarations given by Mr. Ramesh Chandra Soni, Mr. Sunil Jain and Mr. Nikhil Raut, who are independent directors meet the criteria of independence as mentioned in Schedule IV of the Companies Act, 2013 and under Clause 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

Pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, it is stated that the Company has no particulars to be furnished under the head Energy Conservation and Technology Absorption because it has carried on no manufacturing activity during the year under review. The operations of the Company are not power intensive. The Company is, however, taking every possible steps to conserve the energy wherever possible. It has imported no technology.

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange was Nil (previous year, Rs. 8,93,28,089/-). Outgo in foreign exchange was NIL (previous year, it was Rs. 10,84,39,085/-).

13. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 It is stated that :

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 and loss of the company for that period;

(c) the directors had 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 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.

14. AUDITORS :

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co (ICAI FRN : 104502W)., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their letter to the Company stating that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Your Directors request you to appoint the auditors and fix their remuneration.

15. QUALIFIACTION IN THE AUDITORS'' REPORT - BOARD''S COMMENTS OR EXPLANATIONON

There is no qualification reported by Auditor''s in their audit report for the year ended on 31st March, 2016.

16. EXTRACT OF ANNUAL RETURN :

Extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 is attached herewith (Annexure-"B").

17. CORPROATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance is annexed herewith (Annexure-"C")

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report is annexed herewith (Annexure- "D")

19. CEO/CFO CERTIFICATE:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, CEO/CFO Certificate is annexed herewith (Annexure- "E")

20. NUMBER OF MEETINGS OF THE BOARD :

Number of meetings of the Board during the year were 13 (i.e. thirteen) on 2nd May, 2015, 29th May, 2015, 30th June, 2015, 7th August, 2015, 20th August, 2015, 3rd October, 2015, 9th November, 2015, 28th November, 2015, 9th December, 2015, 13th February, 2016, 25th February, 2016, 3rd March, 2016, and 22nd March, 2016.

21. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013 :

During the financial year ended 31st March, 2016, no Loan and Guarantee given and Securities provided, u/s 186 of the Companies Act, 2013 by the Company. The particulars of investments made by the Company, under Section 186 is furnished in Annexure -"F" and forms part of this Report.

22. Particulars of Contracts or Arrangements with Releted Parties:

The Company has not entered in to any Contract or arrangements with any Person including persons covered under Sub-Section (I) of section188 of the Companies Act. 2013. The Policy on related Party transactions as approved by the Board of Directors has been uploaded on the Company’s website: www.satgroup.in.

23. Nomination and Remuneration Policy of Directors, key Managerial Personnel and other Employees:

The Company''s Policy relating to appointment of Directors, and Key Managerial Personnel, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure -"G" & Annexure -"H"forms part of this Report.

24. INDPENDENT DIRECTORS:

The Non-Executive Independent Directors fulfill the conditions of Independence specified in section 149(6) of Companies Act, 2013 and Rules made there under and meet with requirements of Clause 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A formal letter of appointment to Independent Director has been issued and disclosed on the website of the Company at the link: www.satgroup.in

The Company has put in place a system to familiarize the Independent Directors about the Company, its business and the on-going events relating to the Company.

25. EVALUATION OF THE PERFORMANCE OF THE BOARD MEMBERS.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at their separate meeting.

26. SECRETARIAL AUDIT REPORT :

The Board has appointed M/S S.K. Jain & Co., Company Secretaries whole time in practice to carry out secretarial audit under the provisions of section 204 (1) of the Companies Act, 2013. The Secretarial Audit is attached to this report vide Annexure -"I"

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

ITALICA FURNITURE PRIVATE LIMITED and AEROFLEX INTERNATIONAL LIMITED, became Wholly-owned subsidiaries and SAH POLYMERS LIMITED, became a subsidiary of the company during the year. Whereas, GENEXT STUDENTS PRIVATE LIMITED became an Associate Company during the year. A report on performance and financial position of each of the subsidiaries and associates companies included in the consolidated financial statement is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report.

28. CONSOLIDATION OF ACCOUNTS :

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies( Accounts) Rules, 2014 and also required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, audited consolidated financial statements form part of the Annual Report.

29. 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.

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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. RISK MANAGEMENT:

The Company has laid down the procedures to inform to the Board about the Risk assessment and minimization procedures. The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia further includes financial risk, political risk, legal risk etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

31. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

32. ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

SAT INDUSTRIES LIMITED

Place : Mumbai

H.K. Turgalia Shehnaz D. Ali

Dated : 30.05.2016 Whole time Director Whole time Director

DIN : 00049544 DIN:00185452

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Mar 31, 2015

The Directors of your Company have pleasure in presenting their Thirtieth Annual Report and the Audited Accounts of the Company for the year ended 31.3.2015.

1. FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

Particulars 2014-2015 2013-2014

Turnover 893.28 1430.38

Other Income 40.03 36.19

Profit/Loss(-) before Tax, (220.77) (225.37) Interest and Depreciation

Interest 0.00 0.18

Depreciation 0.56 0.61

Exceptional Items (1155.18) 0.00

Profit/(Loss) before Tax (1376.51) (226.16)

Less: Provision for Taxation 0.06 77.96

Profit/(Loss) after Tax (1376.45) (148.20)

Profit available for appropriation (1376.45) (148.20)

Surplus carried from Previous year (34.05) 114.15

Balance carried to Balance Sheet (1410.50) (34.05)

Consolidated (in lakhs)

Particulars 2014-2015 2013-2014

Turnover 893.28 1939.96

Other Income 52.46 36.19

Profit before Tax (1785.88) (249.93)

Less: Provision for Taxation 0.06 77.96

Profit after Tax (1785.82) (171.97)

Net Profit for the year (1785.82) (171.97)

Balance carried from last year (612.76) (440.79)

Balance carried to Balance Sheet (2398.58) (612.76)

02. STATE OF COMPANY'S AFFAIRS:

The Company is engaged in the business of general trading etc. During the year the Company clocked a turnover of Rs. 893.28 lakhs as against Rs. 1430.38 lakhs in corresponding previous year registering a decrease by 37.55%. During the year the Company incurred a loss of Rs. 1376.45 lakhs as against Rs. 148.20 lakhs in the corresponding previous year registering an increase by 828.78%.

03. MATERIAL CHANGES AND COMMITMENTS :

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of report.

04. DIVIDEND :

In view of the loss, the Directors are unable to recommend any dividend for the year 2014-2015.

05. CHANGE IN NATURE OF BUSINESS:

There is no change in nature of business.

06. LISTING OF SHARES :

The Equity Shares of your Company are listed on the BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the listing fees for the year 2015-2016, has been paid.

07. SHARE CAPITAL :

During the year under report the Issued, subscribed and paid up capital of the Company increased to Rs. 92,000,000/- from Rs. 78,150,000/- with the allotment of 6,925,000 equity shares of Rs. 2/- each at a premium of Rs. 0.10 per Equity Share consequent upon issue of 6,925,000 equity shares on preferential basis to the existing shareholders of the Company. The equity shares have since been listed on BSE Limited.

08. 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 are attached to this report vide Annexure –"A"

09. DEPOSITS:

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under as such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of of the Companies Act, 2013.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

(a) DIRECTORS :

During the year Mr. Asad Daud was appointed as a director on the Board of Directors of the Company with effect from 19-07-2014. Mr. Nikhil Raut, Mr. Ramesh Chandra Soni and Mr. Sunil Jain were appointed as Independent Directors with effect from 01-10-2014 on the Board of Directors of the Company in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement.

Mr. Virendra Maurya resigned from the Board of Directors of the company w.e.f. 12-11-2014 due to his personal reason. The Board places on record its appreciation for the services rendered by him during his office as director of the Company.

In terms of the Articles of Association of the Company, Mr. Asad Daud Director retires by rotation at the ensuing Annual General Meeting. Mr. Asad Daud being eligible has offered himself for re-appointment.

Your Directors recommend the above re-appointment.

(b) KEY MANAGERIAL PERSONNEL :

During the year Mr. Nirav Patel was appointed as a Company Secretary in accordance with the provisions of the section 203(1)(ii) of the Companies Act, 2013. Mr. Nirav Patel is an associate Member of the Institute of Company Secretary of India and has one year post qualification experience. Pursuant to section 203(1)(iii) of the Companies Act, 2013 Mr. Harikant Turgalia was appointed as Chief Financial Officer. Mr. Harikant Turgalia is a commerce graduate with the 30 years experience in finance and accounts.

11. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE COMPANIES ACT, 2013

It is stated pursuant to provisions 134(3)(d) of the Companies Act, 2013 that the declaration given by Mr Ramesh Chandra Soni, Mr. Sunil Jain and Mr. Nikhil Raut who are independent director meets the criteria of independence as mentioned in the Schedule IV of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

Pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, it is stated that the Company has no particulars to be furnished under the head Energy Conservation and Technology Absorption because it has carried on no manufacturing activity during the year under review. The operation of the Company are not power intensive. The Company is, however, taking every possible steps to conserve the energy wherever possible. It has imported no technology.

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange of UAE Branch was Rs. 8,93,28,089/- (prev.yr. Rs. 14,30,38,043/-). Outgo in foreign exchange on accrual basis was Rs. 10,84,39,085/- (prev. yr. Rs. 16,25,41,676/-).

13. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 It is stated that :

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 and loss of the company for that period;

(c) the directors had 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 on a going concern basis; and

(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.

(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.

14. AUDITORS :

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co (ICAI FRN : 104502W)., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their letter to the Company stating that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Your Directors request you to appoint the auditors and fix their remuneration.

15. QUALIFIACTION IN THE AUDITORS' REPORT - BOARD'S COMMENTS OR EXPLANATIONON

(a) note no. 14 regarding the advance given for purchase of shares amounting to Rs. 1,84,00,000/-. Management response : No shares have yet been transferred in the name of the Company. The amount given is only a part of the total consideration which is subject to fulfillment of certain conditions by the seller. Necessary adjustments in the accounts will be made on receipt of shares and completion of other formalities if any in this regard.

16. EXTRACT OF ANNUAL RETURN :

Extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 is attached herewith (Annexure B).

17. CLAUSE 49 OF THE LISTING AGREEMENT - CORPROATE GOVERNANCE

Clause 49 of the Equity Listing Agreement executed with the BSE Limited is not applicable to the Company pursuant to the circular no.: CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 issued by the Securities and Exchange Board of India and circular no. : DCS/COMP/10/2014-15 September 16, 2014, issued by the BSE Limited.

18. NUMBER OF MEETINGS OF THE BOARD :

Number of meetings of the Board during the year were 11 (i.e. eleven) on 22-04-2014, 30-05-2014, 19-06-2014, 02- 07-2014, 19-07-2014, 21-07-2014, 19-08-2014, 12-11-2014, 09-02-2015, 11-03-2015 and 27-03-2015.

19. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013 :

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 9,11 and 14 to the standalone financial statement).

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The Company has not entered into any contract or arrangement with any person including persons covered under sub – section(1) of section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company's Website: www.satgroup.in

21. AUDIT COMMITTEE :

The Audit committee of the Company was reconstituted on 12-11-2014 and comprises of the following persons :

Composition

Audit Committee of the Board of directors ("Audit Committee") is entrusted with the Responsibility to supervise the company's Internal Controls and Financial reporting process. The Composition, quorum, powers, role and scope are in accordance with section 177 of the Companies act,2013 and the Provisions of Clause 49 of the listing Agreement. All members of the Audit Committee are financially literate and being in expertise in the fields of Finance, taxation, Economics, Risk and international Finance. Mr.Ramesh Chandra Soni, Non-Executive, Independent Director is the Chairman of the Audit Committee. The other members of the Audit Committee include Mr. Harikant Turgalia and Mr. Nikhil Raut.

Meetings and Attendance

The Audit committee met six time during the financial Year 2014-15. The Company is in full Compliance with the provisions of Clause 49 of the listing Agreement on gaps between any two Audit Committee meetings. The Committee met on 22-04-2015, 30-05-2014, 19-06-2014, 21-07-2014, 12-11-2014 and 09-02-2015 during the financial Year 2014- 15.The Necessary quorum was present for all meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the company. The table below provided Attendance of the Audit Committee members.

Sr Name of the Director Position Category Meetings no. Attended

1. Mr.RameshChandra Soni Chairman Non-Executive 6 Independent

2. Mr.Harikant Turgalia Member Executive 6

3. Mr. Virendra Maurya Member Non-Executive 4 (Up to 11 -11-2014) Independent

4. Mr. Nikhil Raut Member Non- Executive 2 (w.e.f.12 -11-2014) Independent

Terms of Reference

The Audit Committee inter alia performs the function of approving Annual Internal Audit plan, review of financial reporting system, Internal controls system, discussion on quarterly, half-yearly and annual financial results, interaction with statutory and internal Auditors, one- on-one meetings with statutory and internal Auditors, recommendation for the appointment of statutory and cost Auditors and their remuneration, recommendation for the appointment and remuneration of internal auditors, review of Business Management plan, review of internal audit reports significant related party transactions. The Board has framed the Audit Committee Charter for the purpose of effective compliance of provisions of section 177 of the Companies Act,2013 and Clause 49 of the Listing Agreement in fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.

Functions of Audit Committee :

The Audit Committee, while reviewing the Annual Financial Statements also review the applicability of various Accounting Standards(AS) referred to in Section 133 of the Companies Act,2013. Compliance of the Accounting standards as applicable to the Company has been ensured in the preparation of the Financial Statements for the year ended March 31,2015.

The Audit Committee bridges the gap between the Internal Auditors and the Statutory Auditors. The Statutory Auditors are responsible for performing independent audit of the Company's financial Statements in accordance with the generally accepted auditing practices and issuing reports based on such audits, while the Internal Auditors are responsible for the internal risk controls.

Besides the above, Whole-time Director, Chief Financial Officer, the representatives of the Statutory Auditors and the internal Auditors are permanent invitees to the Audit Committee Meetings. The Company Secretary acts as a Secretary to the Committee as required by Clause 49(III)(A) (6) of the Listing Agreement of Stock Exchanges.

The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis the un-audited Standalone Financial Results as Required by the Clause 41 of the Listing Agreement entered with Stock Exchanges. The Company's quarterly un-audited Standalone Financial Results are made available on the website www. satgroup.in and are also sent to the BSE Limited where the Company's Equity Shares are listed for display at their website.

The Audit Committee also oversees and review the functioning of a vigil mechanism (implemented in the Company as a Fraud Risk Management Poilcy and Whistle Blower Policy) and reviews the fnding of investigation into cases of material nature and the actions taken in respect thereof.

22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM :

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethetical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

23. NOMINATION AND REMUNERATION COMMITTEE :

The Nomination and Remuneration Committee comprises of Three Directors, Mr. Ramesh Chandra Soni Non-executive Independent Director is the Chairman of the Committee. The other members of the Nomination and Remuneration Committee include Mr.Sunil Jain and Mr. Nikhil Raut.The Composition of Nomination and Remuneration Committee are in accordance with the provisions of section 178 of the Companies act, 2013 and Clause 49 of the listing Agreement.

Meeting and Attendance

The Nomination and Remuneration Committee met four time during the financial Year 2014-15. The necessary quorum was present for all Meetings. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the company. The table Below provided Attendance of the Nomination and Remuneration Committee members.

Sr Name of the Director Position Category Meetings no. Attended

1. Mr.RameshChandra Soni Chairman Non-Executive 4 Independent

2. Mr. Virendra Maurya Member Non-Executive 2 (Up to 11- 11-2014) Independent

3. Mr.Sunil Jain Member Non-Executive 4 Independent

4. Mr. Nikhil Raut Member Non- Executive 2 (w.e.f.12- 11-2014 Independent

Terms of Reference

- The Board has framed the Nomination and Remuneration Committee Charter which ensures effective Compliance of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Board has clearly defined terms of reference for the Nomination and Remuneration Committee, which are as follows:

- Reviewing the overall compensation policy, service agreements and other employment conditions of Managing/whole time Director(s) and Senior Management (one level below the Board);

- To help in determining the appropriate size, diversify and composition of the Board.

- To recommend to the Board appointment/re- appointment and removal of Directors;

- To frame criteria for determining qualifications, positive attributes and independence of Directors;

- Fixing the remuneration to executive Directors (the restrictions contained in the Companies Act,2013 is to be considered);

- To create an evaluation framework for Independent Directors and the Board;

- To provide necessary reports to the chairman after the evaluation process is completed by the Directors;

- To assist in developing a succession plan for the Board;

- To assist the Board in fulfilling responsibilities entrusted from time to time;

- Delegation of any of its powers to any Member of the Committee of the Compliance Officer.

The following policies of the Company are attached herewith

a) Policy for selection of Directors and Determining Directors independence Annexure "C"; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees - Annexure -"D".

24.Stakeholder Relationship Committee Composition and Attendance

This Committee comprises of Three Directors. Mr.Ramesh Chandra Soni Non -Executive Independent Director is the Chairman of this Committee. The Table below highlights the composition and attendance of the Members of the Committee. The necessary quorum was present for all Meetings.

Sr Name of the Director Position Category Meetings no. Attended

1. Mr. Ramesh Chandra Chairman Non-Executive 4 Soni Independent

2. Mrs. Shehnaz D Ali Member Executive 4

3. Mr. Harikant Turgalia Member Executive 4

Terms of Reference

The Board has clearly defined the terms of reference for this Committee, which generally meets once in a quarter. The Committee looks into the matters of Shareholder/Investors grievances along with other matter listed below:

- Approval of transfer of shares/debentures and issue of duplicate /spilt/consolidation/sub-division of share/ debenture certificates.

- opening /modification of operation and closing of bank accounts;

- grant of special /general Power of Attorney in favour of employees of the Company from time to time in connection with the conduct of the business of the Company particularly with Government and Quasi- Government Institutions.

- to fix record date/book closure of share /debenture transfer book of the Company from time to time;

- to appoint representatives to attend the General Meeting of other companies in which the Company is holding shares;

- to change the signatories for a ailment of various facility from Banks /Financial Institutions;

- to grant authority to execute and sign foreign exchange contracts and derivative transactions;

- to carry out any other duties that may be delegated to the Committee by the Board of Directors from time to time.

The Secretarial Department of the Company and the Register and Share Transfer Agent Link Intime India Pvt. Ltd. attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies,etc. The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the Investors.

INDPENDENT DIRECTORS :

The Non-Executive Independent Directors fulfill the conditions of Independence specified in section 149(6) of Companies Act, 2013 and Rules made thereunder and meet with requirement of clause 49 of Listing Agreement entered into with the stock exchanges. A formal letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company at the link: www.satgroup.in

The Company has put in place a system to familiarize the Independent Directors about the Company, its business and the on-going events relating to the Company.

25. EVALUATION OF THE PERFORMANCE OF THE BOARD MEMBERS ETC.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at their separate meeting.

26. SECRETARIAL AUDIT REPORT :

The Board has appointed M/S S.K. Jain & Co., Company Secretaries wholetime in practice to carry out secretarial audit under the provisions of section 204 (1) of the Companies Act, 2013. The Secretarial Audit is attached to this report vide Annexure –"E"

The observations made by the Secretarial Auditors are self explanatory and require no further comment of the Board of Directors.

27. SUBSIDIARY COMPANY :

The Company as of March 31, 2015 had only one wholly owned subsidiary viz. Sat Middle east Limited FZC, UAE.

28. CONSOLIDATION OF ACCOUNTS :

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies( Accounts) Rules, 2014 and also required under clause 32 of the Listing Agreements with the BSE Limited, audited consolidated financial statements form part of the Annual Report.

29. 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) Name of Companies which have become or ceased to be its subsidiaries, joint ventures or associates companies during the year.

(d) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

(e) 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.

Your Directors further state that during the year under review, there were no cases fled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. RISK MANAGEMENT :

The Company has laid down the procedures to inform to the Board about the Risk assessment and minimization procedures and the Board has Formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management Should collectively identify the risks impacting the Company's business and document their process of risk identification, risk Minimization, risk optimization as a part of a risk management policy/strategy.

The common risks inter alia are : Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia further includes financial risk, political risk, legal risk etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

Further, in accordance with Clause 49 of the Listing Agreement, a Risk Management Committee has also been formed which also oversees the Risk Management of the Company.

31. INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

32. ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

Place : Mumbai H.K. Turgalia Shehnaz D. Ali

Dated : 29.05.2015 Wholetime Director Wholetime Director

DIN : 00049544 DIN:00185452

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Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting their Twenty Nineth Annual Report and the Audited Accounts of the Company for the year ended 31.3.2014.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

Particulars 2013-2014 2012-2013

Turnover 1438.54 1454.22

Other Income 28.03 0.63

Proft/Loss(-) before Tax, 225.37 (204.37) Interest and Depreciation

Interest 0.18 1.41

Depreciation 0.61 1.69

Proft/(Loss) before Tax (226.16) (562.57)

Less: Provision for Taxation (77.96) (60.96)

Proft/(Loss) after Tax (148.20) (501.61)

Proft available for appropriation (148.20) (501.61)

Surplus carried from Previous year 114.15 615.76

Balance carried to Balance Sheet (34.05) (114.15)

Consolidated (` in lakhs)

Particulars 2013-2014 2012-2013

Turnover 1948.12 2104.20

Other Income 28.03 0.63

Proft before Tax (249.93) (1651.78)

Less: Provision for Taxation (77.96) (60.96)

Proft after Tax (171.97) (1590.82)

Net Proft for the year (171.97) (1590.82)

Balance carried from last year (440.79) 1150.03

Balance carried to Balance Sheet (612.76) (440.79)

DIVIDEND :

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2013- 2014.

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.1438.54 lakhs (pr. yr.Rs.1454.85 lakhs) registering an decrease of 1.12% and earned a net loss of Rs. 148.20 Lakhs (Pr. yr. net loss Rs. 501.61 lakhs) after providing for tax of Rs. (77.96) Lakhs (pr.yr. Rs. 60.96 lakhs).

DIRECTORATE :

Pursuant to the provisions of Section 161(1) of the Companies Act,

2013 and the Articles of Association of the Company, Mr. Asad Daud was appointed as an Additional Director w.e.f. April 22, 2014 and he shall hold offce up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Asad Daud for appointment as a Director.

In terms of the Articles of Association of the Company, Mr. Harikant

Turgalia and Mr. Virendra Hansnath Maurya Directors retire at the ensuing Annual General Meeting. Mr. Harikant Turgalia being eligible has offered himself for re-appointment.The Company has received requisite notice in writing from member proposing Mr. Virendra Hansnath Maurya for appointment as Independent Director. Mr. Harikant Turgalia being eligible have offered themselves for re-appointment

The Company has received declaration from the Independent Director of the Company confrming that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Your Directors recommend the above appointment /re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2014 under section 58-A of the Companies Act,1956.

LISTING OF SHARES :

The Equity Shares of your Company are listed on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the listing fees for the year 2013-2014, has been paid.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Pursuant to section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY :

The Company''s operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy effcient computer terminals, purchasing energy effcient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange of UAE Branch was Rs. 143038043/- (pr.Yr.Rs. 144809571/-). Outgo in foreign exchange on accrual basis was Rs. 162541676/- (pr. yr. Rs. 159316205/-).

CORPORATE GOVERNANCE :

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith (Annexure "A").

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B").

COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act,1956, it is stated that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the materials departures ;

(ii) The directors had selected such accounting policies and applied them consistently and made judgement 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 fnancial year and of the proft or loss of the Company for that period;

(iii) The directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis

SUBSIDIARY COMPANIES :

The Company as of March 31, 2014 had only one wholly owned subsidiary viz. Sat Middleeast Limited FZC, UAE.

The statement pursuant to Section 212 of the Companies Act,1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the General Circular No. 02/2011 dated 08/02/2011 issued by the Ministry of Corporate Affairs, Government of India, the Audited statement of Accounts , the Reports of the Board of Directors and Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act,1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiary will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Offce of the Company and head offce of the subsidiary company concerned on any working day during business hours. As directed by the Central Government, the fnancial data of the subsidiary has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report.

CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Bombay Stock Exchange Limited, audited consolidated fnancial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re- appointed as the Statutory Auditors of the Company and to hold the offce from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their letter to the Company stating that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualifed for re-appointment

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 143(8) of the Companies Act, 2013. Your Directors request you to appoint the auditors and fx their remuneration.

AUDITORS'' REPORT :

Explanation under section 217(3) of the Companies Act,1956 on the Auditors'' observations :

(a) Note No. 12.1 : the Company''s position on sundry debtors of INR 22,229,993 out of which substantial amount of INR 18,618,075 (foreign currency AED 1,144,664 is outstanding of its foreign branch and the period of outstanding of debtors has been relied upon by us without any independent verifcation and also the foreign debtors have been written off to the extent of Rs. 17,221,808 (AED 1,049,675) which are subject to independent verifcation.

Management response :

The accounts of the foreign branch has been audited by an independent Auditors of the host country and the report of him has been given for consideration to the Statutory Auditos of the Company. The auditors of the foreign branch has not qualifed on this issue in his audit report .

(b) Note No. 26 : non- appointment of Company Secretary

Management response :

Please refer to the head " COMPANY SECRETARY" of this report.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

Place : Mumbai H.K. Turgalia Shehnaz D. Ali

Dated : 30.05.2014 Wholetime Director Wholetime Director

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Mar 31, 2013

To The Members of SAT INDUSTRIES LIMITED

The Directors of your Company have pleasure in presenting their Twenty Eight Annual Report and the Audited Accounts of the Company for the year ended 31.3.2013.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the Previous year is summarised below : Stand Alone

(Rs. in lakhs)

Particulars 2012-2013 2011-2012

Turnover 1454.22 1856.18

Other Income 0.63 -

Profit/Loss(-) before Tax (204.37) 11.16

Interest and Depreciation

Interest 1.41 1.95

Depreciation 1.69 7.05

Profit/(Loss) before Tax (207.47) 2.16

Less: Provision for Taxation (60.96) 0.52

Profit/(Loss) after Tax (146.51) 1.64

Profit available for appropriation (501.60) 1.64

Surplus carried from Previous year 615.76 614.09

Balance carried to Balance Sheet 114.16 615.76

Consolidated (Rs. in lakhs)

Particulars 2012-2013 2011-2012

Turnover 2104.20 2906.88

Other Income 0.63 -

Profit before Tax (1651.79) (6241.40)

Less: Provision for Taxation (60.96) 0.52

Profit after Tax (1590.83) (6241.92)

Net Profit for the year (1590.83) (6241.92)

Balance carried from last year 1151.98 7582.71

Balance carried to Balance Sheet (438.85) 1151.98

DIVIDEND :

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2012- 2013.

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.1454.85 lakhs (pr. yr.Rs.1856.18 lakhs) registering an decrease of 21.62% and earned a net loss of Rs. 501.60 Lakhs (Pr.yr. net profit Rs.1.64 lakhs) after providing for tax of Rs. (60.96) Lakhs (pr.yr. Rs.0.52 lakhs).

DIRECTORATE :

Mr. Ramesh Chandra Soni and Mr. Sunil M. Jain to retire by rotation and being eligible have offered themselves for re-appointment.

Your Directors recommend the above appointment /re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2013 under section 58-A of the Companies Act,1956.

LISTING OF SHARES :

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limite, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 023 and the listing fees for the year 2012-2013, has been paid.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO : Pursuant to section 217(l)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below:

A. CONSERVATION OF ENERGY :

The Company''s operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports. The earning in foreign exchange of UAE Branch was Rs. 144809571/- (pr.Yr.Rs. 185618060/-). Outgo in foreign exchange on accrual basis was Rs. 159316205/- (pr. yr. Rs. 178662650/-).

CORPROATE GOVERNANCE:

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith (Annexure "A").

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B").

COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act,1956, it is stated that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the materials departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgement 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 that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANIES :

The Company as of March 31, 2013 had two subsidiaries among which Sat Middleeast Limited FZC is a wholly owned subsidiary and other one is Sat E-Com Limited (holding 62.30%).

The statement pursuant to Section 212 of the Companies Act,1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the General Circular No. 02/2011 dated 08/02/2011 issued by the Ministry of Corporate Affairs, Government of India, the Audited statement of Accounts, the Reports of the Board of Directors and Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act,1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and head office of the subsidiary companies concerned on any working day during business hours. As directed by the Central Government, the financial data of the subsidiaries has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report.

CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Bombay Stock Exchange Limited, audited consolidated financial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re- appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (IB) of Section 224 of the Companies Act, 1956.

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 228 of the Companies Act, 1956.

Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS'' REPORT :

Explanation under section 217(3) of the Companies Act,1956 on the Auditors'' observations :

(a) Note No. 12.1 : the Company''s position on sundry debtors of INR 38,162,623 out of which substantial amount of INR 34,550,705 (foreign currency AED 2,335,375 is outstanding of its foreign branch and the period of outstanding of debtors has been relied upon by us without any independent verification and also the foreign debtors have been written off to the extent of Rs. 10,814,544 (AED 731,528) which are subject to independent verification.

(b) Note No. 25 : non- appointment of Company Secretary Management response :

Please refer to the head " COMPANY SECRETARY" of this report.

(c) Note No 28 : regarding particulars of traded goods including quantity details which are relating to foreign branch are subject to independent verification.

Management response :

The accounts of the foreign branch has been audited by an independent Auditors of the host country and the report of him has been given for consideration to the Statutory Auditos of the Company. The auditors of the foreign branch has not qualified on this issue in his audit report.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

Place : Mumbai H.K. Turgalia Shehnaz D. Ali

Dated : 29.05.2013 Wholetime Director Wholetime Director

---

Mar 31, 2012

The Directors of your Company have pleasure in presenting their Twenty Seventh Annual Report and the Audited Accounts of the Company for the year ended 31.3.2012.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

Particulars 2011-2012 2010-2011

Turnover 1856.18 2039.58

Other Income - -

Profit/Loss(-) before Tax, 11.16 15.87 Interest and Depreciation

Interest 1.95 -

Depreciation 7.05 9.49

Profit/(Loss) before Tax 2.16 6.38

Less: Provision for Taxation 0.52 (3.30)

Profit/(Loss) after Tax 1.64 9.68

Profit available for appropriation 1.64 9.68

Surplus carried from Previous year 614.09 604.41

Balance carried to Balance Sheet 615.76 614.09

Consolidated (Rs. in lakhs)

Particulars 2011-2012 2010-2011

Turnover 2906.88 5175.77

Other Income - -

Profit before Tax (6241.40) 181.93

Less: Provision for Taxation 0.52 (3.30)

Profit after Tax (6241.92) 185.23

Net Profit for the year (6241.92) 185.23

Balance carried from last year 7582.71 8032.94

Balance carried to Balance Sheet 1151.98 7582.71

DIVIDEND :

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2011-2012.

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.1856.18 lakhs(pr. yr.Rs.2039.58 lakhs) registering an decrease of 8.99 % and earned a net Profit of Rs. 1.64 Lakhs (Pr.yr. Rs.9.68 lakhs) after providing for tax of Rs. 0.52 Lakhs (pr.yr. Rs.(3.30) lakhs).

DIRECTORATE :

Mr. Harikant Turgalia and Mr. Virendra Maurya to retire by rotation and being eligible have offered themselves for re- appointment.

Your Directors recommend the above appointment /re- appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2012 under section 58-A of the Companies Act,1956.

LISTING OF SHARES :

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited , Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 023 and the listing fees for the year 2011-2012, has been paid.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Pursuant to section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY :

The Company's operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports. The earning in foreign exchange of UAE Branch was Rs. 185618060/- (pr.Yr.Rs. 203957713/-). Outgo in foreign exchange on accrual basis was Rs. 178662650/- (pr. yr. Rs. 196344263/-).

CORPROATE GOVERNANCE :

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith (Annexure "A").

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B").

COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act,1956, it is stated that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the materials departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgement 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 that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANIES :

The Company as of March 31, 2012 had three subsidiaries among which Sat Middleeast Limited FZC is a wholly owned subsidiary and others are Sat E-Com Limited (holding 62.30%) and Sat Realty Limited (holding 95.11%).

The statement pursuant to Section 212 of the Companies Act,1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the General Circular No. 02/2011 dated 08/02/2011 issued by the Ministry of Corporate Affairs, Government of India, the Audited statement of Accounts, the Reports of the Board of Directors and Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act,1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered office of the Company and head office of the subsidiary companies concerned on any working day during business hours. As directed by the Central Government, the financial data of the subsidiaries has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report.

CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Bombay Stock Exchange Limited, audited consolidated financial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (1B) of Section 224 of the Companies Act, 1956.

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 228 of the Companies Act, 1956. Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS' REPORT :

The Auditors' observations are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act,1956.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appre ciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

Place : Mumbai H.K. Turgalia Shehnaz D. Ali

Dated : 14.08.2012 Wholetime Director Wholetime Director

---

Mar 31, 2011

To The Members of SAT INDUSTRIES LIMTED

The Directors of your Company have pleasure in presenting their Twenty Sixth Annual Report and the Audited Accounts of the Company for the year ended 31.03.2011.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

2010-2011 2009-10

Turnover 2039.58 1170.52

Other Income - 123.33

Profit/Loss(-) before Tax,

Interest and Depreciation 15.87 8.81

Interest - -

Depreciation 9.49 8.28

Profit/(Loss) before Tax 6.38 0.53

Less: Provision for Taxation (3.30) (0.61)

Profit/(Loss) after Tax 9.68 1.14

Profit available for appropriation 9.68 1.06

Surplus carried from 604.41 603.35

Previous year

Balance carried to Balance Sheet 614.09 604.41

CONSOLIDATED

Turnover 5175.77 6685.63

Other Income - 138.94

Profit before Tax 181.93 190.64

Less: Provision for Taxation (3.30) (0.61)

Profit after Tax 185.23 191.25

Net Profit for the year 185.23 191.17

Profit after tax and Minority Int

Balance carried from last year. 8032.94 6046.59

Balance carried to Balance Sheet 7582.71 8032.94

DIVIDEND:

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2010-2011.

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.2039.58 lakhs(pr. yr.Rs.1170.52 lakhs) registering an increase of 174.25 % and earned a net profit of Rs. 9.68 Lakhs (Pr.yr. Rs.1.14 lakhs) after providing for tax of Rs. (3.30) Lakhs (pr.yr. Rs.0.61 lakhs).

DIRECTORS :

Mr. Ramesh Chandra Soni is to retire by rotation and being eligible has offered himself for re-appointment.

Mr. Sunil M. Jain was appointed as additional director on the Board of Directors of the Company with effect from 17-01-2011 and in accordance with the provisions of the section 260 of the Companies Act, 1956 and Articles of Association of the Company he ceases to be director of the Company at the commencement of the ensuing annual general meeting. The Company has received notice under section 257 of the Companies Act, 1956 alongwith deposit of Rs. 500/- in respect of Mr. Sunil M. Jain proposing his candidature for the office of the director of the Company.

Your Directors recommend the above appointment / re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2011 under section 58-A of the Companies Act, 1956.

LISTING OF SHARES :

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited , Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 023 and the listing fees for the year 2010-2011, has been paid.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

Pursuant to section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY :

The Company's operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange of UAE Branch was Rs. 203957713/- (pr.Yr.Rs. 110092840/-)- Outgo in foreign exchange on accrual basis was Rs. 196344263/- (pr. yr. Rs. 123420479/-).

CORPROATE GOVERNANCE :

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith (Annexure "A"). MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B"). COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, it is stated that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to the materials departures ;

(ii) The directors had selected such accounting policies and applied them consistently and made judgment 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 that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANIES :

The Company as of March 31, 2011 had three subsidiaries among which Sat Middle east Limited FZC and Sat E-Com Limited are wholly owned subsidiaries and other is Sat Reality Limited (holding 95.11%).

The statement pursuant to Section 212 of the Companies Act,1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the exemption received from the Ministry of Corporate Affairs, Government of India vide letter no. 47/75/2011-CL-III dated 01-02-2011 the Audited statement of Accounts , the Reports of the Board of Directors and Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act,1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and head office of the subsidiary companies concerned on any working day during business hours. As directed by the Central Government, the financial data of the subsidiaries has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report.

CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Bombay Stock Exchange Limited, audited consolidated financial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (IB) of Section 224 of the Companies Act, 1956.

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 228 of the Companies Act, 1956.

Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS' REPORT :

The Auditors' observations are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act,1956.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

H.K. Turgalia Shehnaz D. Ali

Wholetime Director Wholetime Director

Place : Mumbai

Dated : 27.08.2011

---

Mar 31, 2010

The Directors of your Company have pleasure in presenting their Twenty Fifth Annual Report and the Audited Accounts of the Company for the year ended 31.3.2010. FINANCIAL RESULTS

Your Companys performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

2009-2010 2008-09

Turnover 1170.52 3601.52

Other Income 123.33 0.11

Profit/Loss(-) before Tax,

Interest and Depreciation 8.81 4.45

Interest - -

Depreciation 8.28 2.38

Profit/(Loss) before Tax 0.53 2.07

Less: Provision for Taxation (0.61) 1.27

Profit/(Loss) after Tax 1.14 0.80

Profit available for appropriation 1.06 0.80

Surplus carried from 603.35 602.55 Previous year

Balance carried to Balance Sheet 604.41 603.35

CONSOLIDATED

Turnover 6685.63 18105.39

Other Income 138.94 234.17

Profit before Tax 190.64 754.8

Less: Provision for Taxation (0.61) 27.48

Profit after Tax 191.25 727.32

Net Profit for the year 191.17 727.32

Minority Interest - 8.51

Profit after tax and Minority Int 191.17 718.81

Balance carried from last year 6046.59 5561.86

Balance carried to Balance Sheet 8032.94 6046.59

DIVIDEND :

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2009-2010..

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.1170.52 lakhs(pr. yr.Rs. 3601.52 lakhs) registering a decrease of 67.50 % and earned a net profit of Rs. 1.14 Lakhs (Pr.yr. Rs. 0.80 lakhs) after providing for tax of Rs. (0.61) Lakhs (pr.yr. Rs. 1.27 lakhs).

DIRECTORS :

Mr. Harikant Turgalia is to retire by rotation and being eligible has offered himself for re-appointment.

Mr. Virendra Maurya was appointed as additional director on the Board of Directors of the Company with effect from 07-12-2009 and in accordance with the provisions of the section 260 of the Companies Act, 1956 and Articles of Association of the Company he ceases to be director of the Company at the commencement of the ensuing annual general meeting. The Company has received notice under section 257 of the Companies Act,1956 alongwith deposit of Rs. 500/- in respect of Mr. Virendra Maurya proposing his candidature for the office of the director of the Company.

Your Directors recommend the above appointment /re- appointment. FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2010 under section 58-A of the Companies Act,1956. LISTING OF SHARES :

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001 and the listing fees for the year 2009-2010, has been paid.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

Pursuant to section 217(l)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY

The Companys operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange of UAE Branch was Rs. 110092840/- (pr.Yr.Rs. 360151555/-). Outgo in foreign exchange on accrual basis was Rs. 123420479/- (pr. yr. Rs. 355493605/-).

CORPROATE GOVERNANCE :

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith (Annexure "A"). MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B"). COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act, 1956, it is stated that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the materials departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgement 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 that period;;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANIES :

The Company as of March 31, 2010 had three subsidiaries among which Sat Middleeast Limited FZC and Sat E-Com Limited are wholly owned subsidiaries and other is Sat Reality Limited (holding 95.11%).

During the year under review, Sah Polymers Limited ceased to be a subsidiary of your Company following divestment of a part of investment and the present holding in Sah Polymers Limited is 41.29%.

The statement pursuant to Section 212 of the Companies Act,1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the exemption received from the Ministry of Corporate Affairs, Government of India vide letter no. 47/ 134/2010-CL-III dated 04-03-2010 the Audited statement of Accounts , the Reports of the Board of Directors and Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act,1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and head office of the subsidiary companies concerned on any working day during business hours. As directed by the Central Government, the financial data of the subsidiaries has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report. CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Bombay Stock Exchange Limited, audited consolidated financial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (IB) of Section 224 of the Companies Act, 1956.

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 228 of the Companies Act, 1956.

Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS REPORT :

The Auditors observations are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act,1956.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

H.K. Turgalia Shehnaz D. Ali

Wholetime Director Wholetime Director

Place : Mumbai Dated : 13.08.2010

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Mar 31, 2009

The Directors of your Company have pleasure in presenting their Twenty Fourth Annual Report and the Audited Accounts of the Company for tiie year ended 31.3.2009.

FINANCIAL RESULTS

Your Companys performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

2008-2009 2007-08

Turnover................................3601.52 3303.26

Other Income...................... ........0.11 0.12

Profit/Loss(-) before Tax,

Interest and Depreciation..................4.45 7.20

Interest................................. . - -

Depreciation...............................2.38 2.38

Profit/(Loss) before Tax...................2.07 4.83

Less: Provision for Taxation..... .........1.27 2.61

Profit/(Loss) after Tax....................0.80 2.22

Profit available for appropriation.........0.80 2.22

Surplus carried from.....................602.55 600.33

Previous year

Balance carried to Balance Sheet... 603.35 602.55

CONSOLIDATED

Turnover...............................18105.39 16384.19

Other Income................... ........ 234.17 119.03

Profit before Tax........................754.80 1439.56

Less: Provision for Taxation..............27.48 31.74

Profit after Tax.........................727.32 1407.82

Net Profit for the year..................727.32 1407.82

Minority Interest..........................8.51 26.61

Profit after tax and Minority Int..... 718.81 1381.21

Balance carried from last year...... 5561.86 4180.65

Balance carried to Balance Sheet. 6046.59 5561.86

DIVIDEND :

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2008-2009.

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.3601.52 lakhs (pr. yr.Rs. 3303.26 lakhs) registering an increase of 9.03 % and earned a net profit of Rs. 0.80 Lakhs (Pr.yr. Rs. 2.22 lakhs) after providing for tax of Rs.1.27 lakhs (pr.yr. Rs. 2.61 lakhs).

DIRECTORS :

Mr. Firoz Ali Jaipuri is to retire by rotation and being eligible has offered himself for re-appointment.

Your Directors recommend the above re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2009 under section 58-A of the Companies Act, 1956.

LISTING OF SHARES :

The Equity Shares of your Company are listed on The Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001 and the listing fees for the year 2009-2010 has been paid.

CAPITAL :

During the year the paid capital of the Company increased from Rs. 7,37,50,000/- divided into 3,68,75,000 equity shares of Rs.2/- to Rs. 7,81,50,000/- divided into 3,90,75,000 equity shares of Rs.2/- following conversion of 22,00,000 warrants of Rs. 11/- each into equity shares.

The new Equity Shares so issued have been listed and are traded on the Bombay Stock Exchange Limited at which the existing equity shares of the Company are listed and traded.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

Pursuant to section 217(l)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY :

The Companys operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuousfy making efforts to strengthen research ami development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange of UAE Branch was Rs.360151555/- (pr.Yr.Rs.311760862/-). Outgo in foreign exchange on accrual basis was Rs. 355493605/- (pr. yr. Rs. 306314641/-).

CORPROATE GOVERNANCE :

Pursuant to the Listing Agreement with the Stock Exchange, Report on Corporate Governance is annexed herewith (Annexure "A"). MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Stock Exchange, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B"). COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act,1956, it is stated that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the materials departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgement 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 that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANIES :

The Company as of March 31, 2009 had four subsidiaries among which Sat Middleeast Limited FZC and Sat E-Com Limited are wholly owned subsidiaries of the Company. Other two subsidiaries of the Company are Sah Polymers Limited (holding 80.19 %)and Sat Realty Limited ( holding 95.11%)

During the year under review , the Company subscribed to/acquired equity shares in various subsidiary companies. The details of the investments are as under :

(a) 1836 Equity Shares of AED 1000 each in Sat Middleeast Limited FZC for Rs.21800000/- at par.

(b) 1060500 Equity Shares of Rs. 10/- each in Sah Polymers Limited for Rs. 10605000 at par (increasing stake from 74.51% to 80.19%).

(c) 900000 Equity Shares of Rs. 10/- each in Sat Realty Limited for RV.9000000 at par(increasing stake from 51.08% to 95.11%).

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the exemption received from the Ministry of Corporate Affairs, Government of India vide letter no. 47/ 516/2009-C-III dated 26.06.2009 the Audited statement of Accounts, the Reports of the Board of Directors and

Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act, 1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and head office of the subsidiary companies concerned on any working day during business hours. As directed by the Central Government, the financial data of the subsidiaries has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report. CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R. Kabra & Co., Chartered Accountants, Mumbai have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (IB) of Section 224 of the Companies Act, 1956.

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 228 of the Companies Act, 1956.

Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS REPORT :

The Auditors observations are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act.,1956.. ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

H.K. Turgalia Shehnaz D. Ali

Wholetime Director Wholetime Director

Place : Mumbai Dated : 27.06.2009