Directors Report of Sai Capital Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Nineteenth Annual Report of your Company and the Audited Statement of Accounts for the year ended on March 31, 2014.

The financial results of your Company for the year ended on March 31, 2014 are as follows:

(Rs. in Lacs)

2013-14 2012-13

Total Income (2.56) 4.21

Profit/Loss before Depreciation and Tax (8.00) (2.94)

Depreciation 0.10 0.14

Profit/Loss before Tax (8.10) (3.08)

Provision for Income Tax (FBT) 0.00 0.00

Net Profit/Loss (8.10) (3.08)

Profit( )/Loss(-) brought forward (291.48) (288.40)

Accumulated Loss (299.58) (291.48)

PERFORMANCE REVIEW & OUTLOOK

The Company turned in a loss of Rs. 8.10 lacs as against a loss of Rs. 3.08 lacs in the previous year. The Management is making efforts to improve the profitability of the Company and hopes to report a better performance in the years to come.

DIVIDEND

Due to inadequacy of profits, your Directors do not recommend payment of dividend for the year under report.

CORPORATE GOVERNANCE REPORT

A Separate Section on Corporate Governance forming part of the Director''s Report and the certificate from the Company''s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Industry Trends and Business Analysis:

After a long gap general elections have provided a stable government at the centre. Although the global economic scenario remains uncertain, Capital Markets are likely to maintain positive movements. However, high Crude oil prices and elevated inflation continue cause concern and could pose hindrance in reduction of interest rates. A change in investment sentiment will be the key to spurring growth. A favourable monsoon will also act as a catalyst in promoting growth. The Company is expected to benefit from the buoyancy in the economy.

OPPORTUNITIES AND THREATS

Opportunities:

The Company is well positioned to avail opportunities and participate in the growth of the economy. The Company hopes to capitalise on its experience and turn in a better performance in the future years.

Threats:

Major fluctuations in Capital Markets pose a significant challenge and could lead to losses in the event of adverse movements in equities both domestic and global. Financing activities assume a higher risk during a slowdown in the economy.

Segment wise performance:

The Company is engaged primarily in the business of Investments & Finance and accordingly there are no separate reportable segment as per Accounting Standard 17.

Future Prospects and Outlook:

Financial Services and Investment Banking remain high growth areas. The key being access to low cost resources. The Company continues to explore avenues to increase its investible surplus by raising resources and hopes to expand its operations and increase profitability.

Risks and Concerns:

The performance of the Company is very closely linked with the conditions of the economy (both domestic & global) and is also very sensitive to the fluctuations in the Capital Markets, interest rates fluctuations, inflation and credit risks.

Internal Control Systems and Their Adequacy:

The Company has put in place an adequate system of internal controls which are monitored on a regular basis, commensurate with the nature of its business. All activities are monitored to prevent any unauthorised transactions or misuse of any assets. The Audit committee of the Board oversees and reviews the adequacy of internal controls at regular intervals.

Financial Performance:

The Company reported a Loss of Rs. 8.10 Lacs during the year under review as against a Loss of Rs. 3.08 Lacs during the previous year. The Issued & Subscribed Capital of the Company stood at Rs. 550.37 Lacs. The Paid up Capital is Rs. 360.11 Lacs. Allotment money due but not received is Rs. 187.26 Lacs.

Human Resources:

The management of the Company maintains cordial relations with the employees and considers human capital as one of the most valuable resources.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956;

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) that 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;

iv) that the directors have prepared the annual accounts on going concern basis.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is not engaged in manufacturing/processing, it is not in a position to undertake any measure for energy conservation or technology absorption. There was no income or expenditure in Foreign Exchange during this period.

DEPOSITS

The Company has no public deposits and has neither invited nor accepted any deposit from the public during this period.

DIRECTORS

Mrs. Juhi Singh, Director retires by rotation and being eligible, offers herself for reappointment. The Board recommends the appointment of Mr. N. P. Sharma and Mr. K. P. Mukherjee as Non Executive, Independent Directors to hold office for 5 (five) consecutive years. Mr. N. P. Sharma and Mr. K. P. Mukherjee shall not be liable to retire by rotation.

LISTING OF EQUITY SHARES

The Equity Shares of your company are listed on Delhi, Mumbai and Chennai Stock Exchanges. Your Company has paid the Listing Fee upto and including the financial year 2013-14 to BSE Limited. The pending listing fee due to Delhi and Chennai Stock Exchanges will be paid once the status of these stock exchanges is finalized.

EMPLOYEES

During the year, there was no employee, whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956.

AUDITORS

In accordance with the provisions of Companies Act, 1956, M/s. A K G & Co., Chartered Accountants, statutory auditors, retire at the conclusion of the Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received the certificate from A K G & Co. to the effect that their appointment, if made, would be within the prescribed limit U/s 224(1-B) of the Companies Act, 1956.

ACKNOWLEDGMENTS

Your Directors take this opportunity of expressing their gratitude to M/s. Sai Agencies Private Limited, M/s. Indian Bank, Hauz Khas, New Delhi and all other associates for their cooperation and assistance extended to your Company.

BY ORDER OF THE BOARD OF DIRECTORS

PLACE : NEW DELHI (DR. NIRAJ K. SINGH) DATED : May 30, 2014 Chairman & Managing Director

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Mar 31, 2011

The Directors take pleasure in presenting the Sixteenth Annual Report of your Company and the audited Statement of Accounts for the year ended on March 31 2011.

The financial results of your Company for the year ended on March 31, 2011 are as follows:

( Rs. in Lacs)

2010-11 2009-10

Gross Income 3.38 5.15

Profit/Loss before Depreciation and Tax (3 40) (4.27)

Depreciation 0.16 0.16

Profit/Loss before Tax (3.56) 0.43

Provision for Income Tax (FBT) 0.00 0.00

Net Profit/Loss (3.56) 0.43

Profit{ )/Loss(-) brought forward (278.88) (279.32)

Accumulated Loss (282.45) (278.88)

PERFORMANCE REVIEW & OUTLOOK The Company turned in a loss of Rs.3.56 lacs as against a profit of Rs,0.43 lacs in the previous year The management is making efforts to improve the profitability of the company and hopes to report a better performance in the years to come.

DIVIDEND : Due to loss during the year, Your director do not recommend payment of dividend for the year under report.

CORPORATE GOVERNANCE REPORT

A Separate Section on Corporate Governance forming part of the Director's Report and the certificate from the Company' s Auditors Confirming the Compliance of conditions on corporate Governance as stipulated in clause 49 of the Listing Agreement is Included in the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Industry Trends and Business Analysis: The economy and capital Markets both domestic and global remain cautions due to fears of recession persistent high inflation and increase in prices of crude & commodities. This has lead to policy action on the interest rate front. It is, however hoped that India will emerge as a resilient global economy and will continue to be favored destination for investors. The Company is expected to immensely benefit from the opportunities arising from the growth in the economy.

OPPORTUNITIES AND THREATS

Opportunities : The globalisation of the economy has vastly increased the opportunities available to India Companies. There is significant potential for providing services in rich areas. The Company hopes to capitalise on its experience and turn in a better performance in the future years

Threats: The valuations of the capitals Market pose significant risk and could lead to losses in the event of fall, small mid-sized NBFC's remain marginalized due to lack of economics of scale.

Segment wise performance : The Company is engaged primarily in the business of investments & Finance and accordingly there are no separate reportable segment as per Accounting Standard 17. Future Prospects and outlook : with total financial services almost having been monopolized by Public & private Sectors Banks, the Company will have to develop niche areas for itself and explore means to substantially increase its investible funds to participate in the growth of the economy. The Company hopes to forge partnership with larger players in other fields to increase its presence and achieve profitability in its operations. The Company also hopes to raise resource to increase its Investment operations.

Risk and Concerns ; The performance of the company is very closely linked with the conditions of the economy 9both domestic & global) and is also very sensitive to the fluctuations in the capital Market interest rates fluctuation, inflation and credit risk.

Internal Control Systems and Their Adequacy : The Company has put in Place and adequate system of internal Controls which are monitored on a regular basis, commensurate with the nature of its business. all activities ate monitored to prevent any unauthorised transactions or misue of any assets. The Audit committee of the Board oversees and reviews the adequacy of Internal controls at regular intervals.

Financial Performance ; The Company reported a Loss of Rs.3.56 Lacs during the year under review as against a Profit of Rs0.43 Lacs during the previous Year. The issued & Subscribed Capital of the Company stood at Rs 550.37 lacs, The Paid up capitals is Rs 363.11 Lacs Allotment money due but not received is Rs 187.26 Lacs.

Human Resources : The Management of the company maintains cordial relations with the employees and considers human Capital as one of the most valuable resources.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and behalf and according to the information and explanations obtained by them, your Director make the following statement in terms of sections 217(2aa( of the companies Act, 1956;

i) that in the preparation of the annual accountants, the applicable accounting standards have been followed;

ii) That the directors have selected such accounting polices and applied them consistently and made judgments and estimates that were reasonable and prudent so as give true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year under review,

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records is accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the annual accounts on going accounts on going concern basis.

CONSERVATIN OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is not engaged in manufacturing processing. it is not in a positions to undertake any measure for energy conservation or technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no income or expenditure in For gin Exchange during this period.

DEPOSITS : The Company has no public depositions and has neither invited nor accepted any deposit from the public during this period.

DIRECTORS

Mr.N.P. Sharma and Mrs, Juhi Singh, Directors retire by rotations and being eligible offer themselves for re-appointment, the Company prose the Re-appointment of Mr. N.P sharma and Mrs. Juhi Singh as Directors.

LISITING OF EQUITY SHARES The Equity shares of your company are listed on Delhi, Mumbai and Chennai Stock Exchanges, your company has paid the Listing Fee up to and including the financial year 2011-12 to the Bombay Stock Exchange Limited, Mumbai. The listing fee due to Delhi and Chennai stock Exchanges is being reconciled and will be paid as soon as the amount to be paid is determined.

EMPLOYESS during the year there was no employee, whose particular are required to be given under section 217(A) of the companies ACT, 1956

AUDITORS : In accordance with the provisions of companies Act, 1956 M/S, A K G & CO., Chartered accountants statutory auditors, retire at the conclusion of the Annual General Meeting & being eligible offers themselves for re-appointment The Company has received the Certificate from A K G & Co, to the effect that their appointment, if made, would be within the prescribed limited U/S (1-B) of companies Act, 1956.

ACKNOWLEDGMENTS Your Directors take this opportunities of expressing their gratitude to M/S Sai Agencies (P) Ltd. & M/s. Indian Bank, Hauz Khas, New Delhi for the corporation and assistance extended to your Company.

BY ORDER OF THE BOARD OF DIRECTOR Sd/-

PLACE : NEW DELHI DR. NIRAJK. SINGH

DATED : 28TH MAY, 2011 chairman & Managing Director

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Mar 31, 2010

The Directors take pleasure in presenting the Fifteenth Annual Report of your company and the audited Statement of Accounts for the year ended on March 31,2010.

The financial results of your Company for the year ended on March 31, 2010 are as follows: (Rs. in Lacs)

2009-10 2008-09

Gross Income 5.15 0.25

Profit/Loss before Depreciation and Tax (4.27) (19.05)

Depreciation 0.16 0.17

Profit/Loss before Tax 0.43 (19.23)

Provision for Income Tax (FBT) 0.00 0.05

Net Profit/Loss 0.43 (19.28)

Profit(+)/Loss(-) brought forward (279.32) (260.04)

Accumulated Loss (278.88) (279.32)

PERFORMANCE REVIEW & OUTLOOK

The Company turned in a small profit of Rs. 0.43 lacs as against a loss of Rs. 19.28 lacs in the previous year. The suspension in the trading of Shares of the Company was revoked by Bombay Stock Exchange Limited, Mumbai in December 2009. With this development, the Company expects to collect more allotment monies and resources in future, thereby improving the performance of the Company in the periods to come.

DIVIDEND

There being a very marginal profit during the year, your Directors do not recommend payment of dividend for the year under report.

CORPORATE GOVERNANCE REPORT

A Separate Section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Industry Trends and Business Analysis :The economy and Capital Markets continued to exhibit cautious buoyancy during the year under review. High inflation hovering around double digits remains a key concern for the economy and is likely to lead to policy action on the rate and monetary front. However, all signals point to a sustained economic growth and the emergence of India as a resilient global economy opening new avenues for domestic industry including services on a continuing basis. The Company is expected to immensely benefit from the opportunities arising from the growth in the economy.

OPPORTUNITIES ANDTHREATS

Opportunities:The globalisation of the economy has vastly increased the opportunities available to Indian Companies.There is significant potential for providing services in niche areas.The Company hopes to capitalise on its experience and turn in a better performance in the future years.

Threats : The valuations of the Capital Markets pose significant risk and could lead to losses in the event of a fall.

Small mid-sized NBFCs remain marginalised due to lack of economies of scale.

Segment wise performance:The Company is engaged primarily in tho business of Investments & Finance and accordingly there are no separate reportable segment as per Accounting Standard 17.

Future Prospects and Outlook: With retail financial services almost having been monopolised by Public & Private Sectors Banks, the Company will have to develop niche areas for itself and explore means to substantially increase its investible funds to participate in the growth of the economy. The Company hopes to forge partnership with larger players in other fields to increase its presence and achieve profitability in its operations. The Company also hopes to raise resources to increase its investment operations.

Risks and ConcernsrThe performance of the Company is very closely linked with the conditions of the economy (both domestic & global) and is also very sensitive to the fluctuations in the Capital Markets, interest rates fluctuations, inflation and credit risks.

Internal Control Systems and Their Adequacy: The Company has put in place an adequate system of internal controls which are monitored on a regular basis, commensurate with the nature of its business. All activities are monitored to prevent any unauthorised transactions or misuse of any assets. The Audit committee of the Board oversees and reviews the adequacy of internal controls at regular intervals.

Financial Performance:The Company reported a profit of Rs. 0.43 Lacs during the year under review as against a loss of Rs. 19.28 Lacs during the previous year. The Issued Capital of the Company stood at Rs. 550.37 Lacs. The Subscribed and Paid up Capital is Rs. 360.11 Lacs. Allotment money due but not received is Rs. 190.26 Lacs. Human Resources:The management of the Company maintains cordial relations with the employees and considers human capital as one of the most valuable resources.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956; i)that in the preparation of the annual accounts, the applicable accounting standards have been followed; ii)that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review; iii) that 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;

iv) that the directors have prepared the annual accounts on going concern basis.

CONSERVATION OF ENERGY &TECHNOLOGY ABSORPTION

As the Company is not engaged in manufacturing/processing, it is not in a position to undertake any measure for energy conservation or technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no income or expenditure in Foreign Exchange during this period.

DEPOSITS:The Company has no public deposits and has neither invited nor accepted any deposit from the public during this period.

REVOCATION OF SUSPENSION INTRADING OF SHARES

The suspension in trading of the Shares of the Company was revoked by Bombay Stock Exchange, Mumbai effective December 24,2009. DIRECTORS

Mr. K. P. Mukherjee and Mrs. Juhi Singh, Directors retire by rotation and being eligible, offers themselves for re- appointment. The Company proposes the re-appointment of Mr. K. P. Mukherjee and Mrs. Juhi Singh as Directors.

LISTING OF EQUITY SHARES

The Equity Shares of your company are listed on Delhi, Mumbai and Chennai Stock Exchanges. Your company has paid the Listing Fee up to and including the financial year 2010-11 to the Bombay Stock Exchange Limited, Mumbai.The listing fee due to Delhi and Chennai Stock Exchanges is being reconciled and will be paid as soon as the amount to be paid is determined.

EMPLOYEES

During the year, there was no employee, whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956. AUDITORS

In accordance with the provisions of Companies Act, 1956, M/s. A K G & Co., Chartered Accountants, statutory auditors, retire at the conclusion of the Annual General Meeting and being eligible offer themselves for re- appointment. The Company has received the certificate from A K G & Co. to the effect that their appointment, if made, would be within the prescribed limit U/s 224(1 -B) of the Companies Act, 1956. ACKNOWLEDGMENTS

Your Directors take this opportunity of expressing their gratitude to M/s. Sai Agencies Private Limited and M/s. Indian Bank, Hauz Khas, New Delhi for the cooperation and assistance extended to your Company.

BY ORDER OFTHE BOARD OF DIRECTORS Sd/- PLACE: NEW DELHI DR. NIRAJ K. SINGH

DATED: 28TH MAY, 2010 Chairman & Managing Director