డైరెక్టర్ల నివేదిక Shree Salasar Investment Ltd.

Mar 31, 2025

Your Directors have pleasure the in presenting their 45th Annual Report together with the Audited Accounts for the year ended March 31, 2025.

1. Financial Performance:

(Rs. in Lakh)

Particulars

Standalone

Consolidated

2024-2025

2023-2024

2024-2025

2023-2024

(Rs.)

(Rs.)

(Rs.)

(Rs.)

Revenue from Operations (Net of Excise) and Other Income

180.54

91.25

4454.91

1,459

Other Expenses

21.31

10.69

225.34

32.93

Finance Charges

-

0.49

2.93

67

Depreciation and Amortization expenses

0.82

0.83

1.65

2.15

Profit/Loss Before Tax

156.61

68.88

348.42

107.17

Less: Tax Expense

18.00

6.00

103.55

24

Net Profit/Loss After Tax

138.61

62.88

244.87

83.67

Profit/Loss carried to Balance Sheet

138.61

62.88

232.69

83.67

Earnings per share: a. Basic

1.99

1.07

3.51

1.42

b. Diluted

2.20

1.07

3.89

1.42

2. Turnover & Profits:

Standalone:

During the year under review, the sales and other income increased from Rs. 91.25/- to Rs. 180.54/ - (Rs. in Lakh) as compared to previous year however, there was net profit of Rs. 138.61/-as compared to net profit of Rs. 62.88/- (Rs. in Lakh) in the previous year.

Consolidated:

During the year under review, the sales and other income increased from Rs. 1459/- to Rs. 4454.91/- (Rs. in Lakhs)as compared to previous year because of which there is net profit after tax of Rs. 245/-(Rs. in Lakhs) as compared to net profit of Rs. 84/- (Rs. in Lakhs) in the previous year.

3. Subsidiaries, Associates & Joint Ventures:

The Company has two Subsidiary Companies i.e. Vinca Realtors Private Limited and Marine Drive Realtors Private Limited. The Company does not have any associate Company & Joint venture.

Performance of Subsidiaries is as follows:

The total revenue including other Income of Vinca Realtors Private Limited stood at Rs. 1387/-in lacs (Previous year Rs. 14.91/- in lacs).

The total revenue of Marine Drive Realtors Private Limited is NIL

The details of the same are given in Form AOC-1 as Annexure-I forming part of Annual Report. The details of the Policy on determining Material Subsidiary of the Company is available on Company''s website www.sajaydevelopers.com.

4. Dividend:

The Directors of your Company do not recommend any dividend for the financial year ended 31st March, 2025 in order to plough back the resources for the future growth.

5. Transfer to Reserves:

During the year under review, current year Profit of Rs. 138.61/- was transferred to reserves.

6. Change(s) in the Nature of Business, if any:

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

7. Material changes and commitments, if any, 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 this report:

There were no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.

8. Public Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

9. Composition of the Board of Directors and KMP:

As on 31st March, 2025, the Board of Directors of the Company consisted of the following Members:

Name of Directors

Designation

DIN

Mr. Nitin Jain

Non-Executive - Independent Director-Chairperson

07341303

Mr. Shailesh Hingarh

Executive Director-MD

00166916

Mr. Abhishek Shah

Non-Executive - Independent Director

08914414

Mrs. Chetana Dasare

Non-Executive - Non Independent Director

09788754

Mr. Rishabh Verdia

Non-Executive - Non Independent Director

03077550

KEY MANAGERIAL PERSON

As on 31st March, 2025:

Name of KMP

Designation

Ms. Dashmeet Kaur

Company Secretary & Compliance Officer

Mr Dismas Gigool

Chief Financial Officer

10. Related Party Transactions:

All related party transactions that were entered into during the year under review were in the ordinary course of business and on arm''s length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. Hence the disclosure in form AOC 2 is not required to be attached. The details of the related party transactions are set out in the notes to the financial statements

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature..

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on https://sajaydevelopers.com

11. Management''s Discussion and Analysis:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section forming an integral part of the Annual Report as Annexure II.

12. Corporate Social Responsibility (CSR):

As on 31 March 2025, provision of Corporate Social Responsibility is not applicable to your Company.

13. Share Capital:

The Paid up Equity Share Capital as on March 31, 2025 was Rs. 6,97,20,000/ -.

During the year under review, pursuant to the approval granted by the Members of the Company in their meeting dated 28th September, 2024 and the In principle approval received from BSE Limited vide ref LOD/PREF/MV/FIP/1282/2024 25 dated November 07, 2024 ,the company has issued and allotted 10,70,000 ( Ten Lakhs, Seventy Thousand only) number of fully paid-up equity shares of face value Rs.10/ (Rupees Ten Only) each at the price of Rs.150/ per share to non-promoter persons/entities, by way of preferential allotment on a private placement basis.

14. Extract of Annual Return:

Pursuant to Section 92 (3) read with the Companies (Management and Administration) Amendment Rules, 2021, the Company has placed a copy of the Annual Return (MGT-7) on its website at https://sajaydevelopers.com// pdf/Annual-Return/Annual-Return-2024-2025.pdf

15. Annual Performance Evaluation of the Board:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, performance evaluation of Board and that of its committees and individual Directors was carried out. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, participation by all directors and developing consensus amongst the directors for all decisions.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the view of the executive directors and non-executive directors.

16. Number of Meetings of the Board:

The Board of Directors meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other items of business. The Board and Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to help them plan their schedule and to ensure meaningful participation at the meetings.

The Board of Directors met Nine (9) times during the Financial Year 2024-2025. The Board met on 29h May 2024, 1st June 2024, 2nd August 2024, 14th August 2024, 2nd September 2024, 4th September 2024, 14th November 2024, 19th November 2024, 14th February 2025. The Necessary quorum was present for all Meetings. The time gap between any two Board meetings does not exceed 120 days.

17. Director''s Responsibility Statement:

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the

Companies Act, 2013 and the provisions of the SEBI LODR, the Board of Directors state that:

i. In the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed and that there are no material departures;

ii. 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 March 31, 2025 and of the Profit and Loss of the Company for the year ended March 31, 2025;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a ''going concern'' basis;

v. 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;

vi. 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.

18. Auditors:A. Statutory Auditors & Audit Report:

M/s. Satya Prakash Natani & Co, Chartered Accountants, Mumbai, were appointed in the 40th AGM for a term of five years from the conclusion of the 40th Annual General Meeting of the Company till the conclusion of the 45th Annual General Meeting of the Company, at a remuneration decided by the Board of Directors of the Company.

The Auditors'' Report for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

Since the tenure of the Auditor is completing in the ensuing AGM, the Board has again recommended reappointment of M/s. Satya Prakash Natani & Co, Chartered Accountants, (Firm Registration Number 115438W) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years to hold office until the conclusion of the 45th AGM of the Company at such remuneration (exclusive of applicable taxes and reimbursement of out of pocket expenses) as fixed by the Board of Directors of the Company in consultation with them

B. Secretarial Auditor & Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s Mayank Arora & Co., Practicing Company Secretaries (ICSI Registration No.: P2023MH094900), Peer review No.5923/2024) to hold office for a term of 5 (five) consecutive years commencing from FY2025-26 to FY2029-30 to undertake Secretarial Audit of the Company.

The report of the Secretarial Auditor for the FY 2024-2025 by M/s Mayank Arora & Co., appended as Annexure III.

Explanation or Comments on qualification, reservation or adverse remark made by the Company Secretary in practice in the Secretarial Audit Report are as follows:

AUDITORS QUALIFICATION

DIRECTORS COMMENT

The Company has maintained website, however, the disclosures are not maintained under proper sections.

The Company has generated new website and hence in a process of uploading the data

Non-compliance with the requirement to appoint a qualified company secretary not later than three months from the date of such vacancy pursuant to Reg 6 (1A)

It took longer than expected because the company was unable to locate a qualified applicant. However, as of June 1, 2024, the company has designated Ms. Dashmeet Kaur as its compliance officer and company secretary.

Filing for Regulations 44 (3) (voting result in XBRL) of SEBI (LODR) for September Quarter (2024-2025) is done after receiving discrepancy letter from exchange, Penalty of 11,800 is levied on Company by BSE.

Oversight Error

C. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. Sanjay B Sharma & Co., Chartered Accountants, having Firm Registration Number FNA240793, as Internal Auditors of the Company for the FY- 24-25, to conduct internal audit of the Company.

Further, Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. PNSV & Co., Chartered Accountants, having Firm Registration Number FN129922W, as Internal Auditors of the Company for the FY- 25-26, and FY 26-27, to conduct internal audit of the Company

19. CEO & CFO CERTIFICATION

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the SEBI (LODR) Regulations 2015 is annexed to this report as Annexure IV

20. Code of Conduct:

Pursuant to Regulation 17(5) of the SEBI Listing Regulations, 2015, the Board has adopted a revised Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on the Company''s website https://sajaydevelopers.com.

All Directors and Senior Management personnel have affirmed compliance with the code of conduct for the financial year 2024-2025. Declaration on adherence to the Code of Conduct under Regulation 34 (3) and 53 (f) of the SEBI (LODR) Regulations, 2015 is annexed as Annexure V

21. Vigil Mechanism / Whistle Blower Policy

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 unethical behavior, 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.

The said Whistle Blower Policy has been disseminated on the Company''s website https://sajaydevelopers.com

22. Risk Management Policy:

The Company has developed and implemented a mechanism for risk management and has developed a Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

23. Directors and Key Managerial Personnel (KMP):a. Declaration by Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms of Section 164 (2) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Statement With Regard To Integrity, Expertise And Experience Of The Independent Directors

Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable expertise and experience (including proficiency). The Independent Directors have given declaration under sub section (6) of Section 149 of the Act. The tenure of Independent Directors is in compliance of provisions of Section 149(10).

c. Familiarization programme for Independent Directors:

The details of programmes for familiarization of Independent Directors and training with the Company, their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company

d. Changes in Directors and Key Managerial Personnel during the year under review:

During the year under review, Re-appointment of Mr. Shailesh Hingarh as Managing Director, w.e.f 14th August 2024. And Ms Kanan Kapur (DIN: 06511477) has resigned from the position of non-executive Director of the company with effect from September 4th, 2024 and appointment of Mr Rishabh Verdia (DIN: 03077550) as a Non-Executive Director of the Company w.e.f 4th September, 2024.

On recommendation of Nomination & Remuneration committee, the Board of Directors of the Company have appointed Ms. Dashmeet Kaur, as Company Secretary and Compliance Officer of the Company with effect from 1st June, 2024.

24. Statement with regard to integrity, expertise and experience of the Independent Directors

Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable expertise and experience (including proficiency). The Independent Directors have given declaration under sub section (6) of Section 149 of the Act. The tenure of Independent Directors is in compliance of provisions of Section 149(10).

25. Re-appointment of Director

In accordance with the provisions of the Section 149 and 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rishabh Verdia (DIN: 03077550) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith as "Annexure " is annexed to the Notice of the Annual General Meeting. The Board has confirmed he satisfies the fit and proper criteria as prescribed under them applicable regulations and that

he is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends the re-appointment.

26. Policy For Selection, Appointment And Remuneration Of Directors Including Criteria For Their Performance Evaluation:

Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committee under sub-section (3) of section 178, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, 2015.

The salient features of the Policy, are:

a. Appointment and remuneration of Director, Key Managerial Personnel and Senior Management Personnel.

b. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/Non-Executive/Independent) and recommendation to the Board matters relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel.

c. Formulating the criteria for performance evaluation of all Directors.

d. Board Diversity.

The Company''s policy inter-alia, on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the Act is available on the website of the Company i.e. www. sajaydevelopers.com.

27. Internal Financial Control System And Its Adequacy:

The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board of Directors are of the opinion that the Company''s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2024-25.

28. Compliance of Secretarial Standards on board and General Meetings:

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

29. Declaration By Independent Directors

Pursuant to the provisions of section 149(7) of the Act and Regulation 25 of the listing regulations all Independent Directors of the Company have given declaration that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of Listing Regulations and also affirmed compliance regarding online registration with the ''Indian Institute of Corporate Affairs'' (IICA) for inclusion of name in the databank of Independent Directors.

30. Independent Directors'' Meeting:

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 14th February 2025, without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i) review the performance of non-independent directors and the Board as a whole;

ii) Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

iv) Review the responsibility of independent directors with regard to internal financial controls.

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

31. State of Affairs of the Company

The state of affairs of the Company has been given in the Management Discussion & Analysis section which forms a part of this Report

32. Prevention of Insider trading:

The Company had in place a ''Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices'', in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The code referred above is placed on the Company''s website https://sajaydevelopers.com.

33. Particulars of Employees and related Disclosures:

During the year, no remuneration was paid to any of the Directors, and the Company did not have any employees on its payroll. The only payment made was an annual remuneration of ^180,000 to the Company Secretary. Thus, furnishing of particulars in respect of the ratio of remuneration of a director to the median remuneration of the employees of the Company for the financial year does not arise.

Also None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Crores per annum or Rs. 8.50 Lacs per month or more during the FY 2024-2025 as prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules,.

34. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.

35. Particulars of Loans given, Guarantees given or Investments made by the company under Section 186:

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, have been disclosed in the financial statements.

36. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, is set out hereunder:

Sr.

No.

Particulars

Disclosures

1.

Conservation of Energy and Power Consumption

Your Company has continued to accord priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently.

2

Technology Absorption and Research & Development

Your Company has not absorbed or imported any technology and no research and development work is carried out.

3.

Foreign Exchange

Earnings

Exports of Goods

Nil

Outgo

Nil

Nil

37. Significant and Material Orders passed by the Regulators or Courts:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

38. Corporate Governance:

The Company has complied with all mandatory provisions of SEBI (LODR) Regulations 2015, relating to Corporate Governance. A separate report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms part of this Report Annexure VIII. The requisite certificate from the Auditor of the Company regarding compliance with the conditions of corporate governance is attached to the report on Corporate Governance as Annexure VI

39. Certification About Directors:

None of the directors of the Company has been debarred or disqualified from being appointed or continuing as directors by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority. A Certificate to this effect, duly signed by a Practicing Company Secretary is appended to this Report in Annexure VII

40. Audit Committee:

The Composition and quorum of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013. All members of the Audit Committee possess financial/accounting expertise/exposure.

The Audit committee met six (6) times during the Financial Year 2024-2025. The Committee met on 29th May 24, 2nd August 2024, 14th August 2024, 14th November 2024, 19th November 2024 and 14th February 2025. 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 provides composition and attendance of the Audit Committee.

SR

NO.

NAME

CATEGORY

MEETINGS

ATTENDED

1.

Mr. Abhishek Shah

Independent

Director

Non-Executive

6 of 6

2.

Ms. Kanan Kapur

Non-Executive - Non Independent Director

3 of 3

3.

Mr. Rishabh Verdia

Non-Independent

Director,Member

Non-Executive

3 of 3

4.

Mr. Nitin Jain

Non-Executive -Director,Member

Independent

6 of 6

41. Nomination & Remuneration Committee:

Under sub-section (3) of section 178, 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. This policy also lays down criteria for selection and appointment of Board Members.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the company. The Nomination and Remuneration committee met twice (1) times during the Financial Year 2024-2025. The Committee met on 29th May 2024 and 14th August 2024. The Necessary quorum was present for all Meetings. The table below provides composition and attendance of the Nomination and Remuneration Committee.

SR

NO.

NAME

CATEGORY

MEETINGS

ATTENDED

1.

Mr. Abhishek Shah

Non-Executive - Independent Director, Member

2 of 2

2.

Ms. Kanan Kapur

Non-Executive - Non Independent Director

2 of 2

3.

Mr. Nitin Jain

Non-Executive - Independent Director, Member

2 of 2

42. Stakeholders'' Relationship Committee:

The Board has reconstituted Shareholders''/Investors Grievance Committee as Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013.

The Stakeholders Relationship Committee met once (1) times during the Financial Year 20242025. The Committee met on 29th May 2024. The necessary quorum was present for all Meetings. The Chairman of the Stakeholders Relationship Committee was present at the last Annual General Meeting of the company. The table below provides composition and attendance of the Stakeholders Relationship Committee.

SR

NO.

NAME

CATEGORY

MEETINGS

ATTENDED

1

Mr. Abhishek Shah

Non-Executive - Independent Director, Member

1 of 1

2

Ms. Kanan Kapur

Non-Independent Non-Executive Director, Member

1 of 1

4

Mr. Nitin Jain

Non-Executive - Independent Director, Member

1 of 1

43. Share Transfer System:

All share transfer, dematerialization and related work are managed by M/s. Purva Sharegistry India Pvt. Ltd, Unit no. 9, Shiv Shakti Ind. Est. J .R. Boricha marg, Lower Parel (E), Mumbai 400 011. Shareholders are requested to send all share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. to the registrar and transfer agents.

44. Share Capital Audit:

As stipulated by Securities and Exchange Board of India (SEBI), Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and shares held physically as per the register of members and the total issued and listed capital. M/s. Mayank Arora & Co. Practicing Company Secretaries provides the necessary Report.

45. HUMAN RESOURCE

The Company believes that Culture and Employee Experience are the only differentiators in today''s competitive environment. Endeavour is on to create a workplace where everyone feels valued, supported, and empowered to do their best. Employees and workers occupy prime position in the organization''s hierarchy, and therefore continuous attention is given them.

46. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder:

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of Sexual Harassment during the financial year 2024-25. As per the Notification dated 30th May, 2025, following are the additional disclosures:

• No. of Complaints Received: NIL

• No. of Complaints Disposed of: NIL

47. Reporting on 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. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

48. Disclosure for Maintenance of Cost Record as per Specified by the Central Government under section 148(1) of the Companies Act, 2013

The provision of section 148(1) of the Companies Act, 2013 is not applicable to our company.

49. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.

50. Investor Relations:Redressal of Investors Grievances:

Your Company gives an utmost care in resolving the grievances of its investors on a timely basis. The investor complaints/ grievances are resolved by the Company and also by the Company''s Registrar and Share Transfer Agent viz. M/s Purva Sharegistry (India) Private Limited being the Registrar and Share Transfer Agent of the Company.

BSE Listing Centre:

Your Company ensures in compliance of applicable regulations of SEBI LODR Regulations and all the compliances related filings or disclosures are made to the BSE Limited and NSE through web-based applications viz., BSE Listing center within the stipulated timeline as prescribed under the SEBI LODR Regulations.

SCORES (SEBI complaints redress system):

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e., SCORES. Through this system a shareholder can lodge a complaint against a Company for his grievance. The Company uploads the action taken on the complaint which can be viewed by the shareholder. The Company and shareholder can seek and

provide clarifications online through SEBI. The investor complaints are also handled and resolved by the Company''s Registrar and Share Transfer Agent viz. M/s Purva Sharegistry (India) Private Limited and your Company is kept updated regularly.

Exclusive email ID for Investors:

Your Company has established an email id [email protected]

Your Company keeps its investors updated by posting all the disclosures made with the stock exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time.

51. Details of application made or proceeding pending under Insolvency and Bankruptcy Code 2016 during the year:

During the year under review, there was no proceeding pending under the Insolvency Bankruptcy Code, 2016

52. Details of difference between valuation amount on one-time settlement and valuation while availing loan from banks and financial institutions

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

53. Acknowledgements:

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities, employees and members of the Company.


Mar 31, 2024

Your Directors have pleasure the in presenting their 44th Annual Report together with the
Audited Accounts for the year ended March 31, 2024.

1. Financial Performance:

(Rs. in Lakh)

Particulars

Standalone

Consolidated

2023-2024

2022-2023

2023-2024

2022-2023

(Rs.)

(Rs.)

(Rs.)

(Rs.)

Revenue from Operations (Net of
Excise) and Other Income

91.25

53.26

1,459

359

Other Expenses

21.54

41.25

1,282

327

Finance Charges

-

6.08

67

7

Depreciation and Amortization
expenses

0.83

1.75

2

2

Profit/Loss Before Tax

68.88

4.18

107

23

Less: Tax Expense

6.00

1.05

24

6

Net Profit/Loss After Tax

62.88

3.14

84

17

Profit/Loss carried to Balance Sheet

62.88

3.14

84

17

Earnings per share:
a. Basic

1.07

0.05

1.33

0.29

b. Diluted

1.07

0.05

1.33

0.29

2. Turnover & Profits:

Standalone:

During the year under review, the sales and other income increased from Rs. 53.26/- to Rs.
91.25 / - (Rs. in Lakh) as compared to previous year however, there was net profit of Rs. 62.88/ -
as compared to net profit of Rs.
3.14/- (Rs. in Lakh) in the previous year.

Consolidated:

During the year under review, the sales and other income increased from Rs. 359/ - to Rs. 1459/-
(Rs. in Lakh)as compared to previous year because of which there is net profit after tax of Rs.
84/- as compared to net profit of Rs. 17/- (Rs. in Lakh) in the previous year.

3. Subsidiaries, Associates & Joint Ventures:

The Company has two Subsidiary Companies i.e. Vinca Realtors Private Limited and Marine
Drive Realtors Private Limited. The Company does not have any associate Company & Joint
venture.

Performance of Subsidiaries is as follows:

The total revenue including other Income of Vinca Realtors Private Limited stood at Rs. 14,91/-
(Previous year Rs. 306.15/-). Net Loss for the year stood at Rs. -18,04/- (Previous year Net Profit
Rs. 14.29/-)

The total revenue of Marine Drive Realtors Private Limited is NIL and Net loss for the year
stood at Rs. 0.15/-.

The details of the same are given in Form AOC-1 as Annexure-I forming part of Annual Report.
The details of the Policy on determining Material Subsidiary of the Company is available on
Company''s website www.sajaydevelopers.com.

4. Dividend:

The Directors of your Company do not recommend any dividend for the financial year ended
31st March, 2024 in order to plough back the resources for the future growth.

5. Transfer to Reserves:

During the year under review, current year Profit of Rs. 62.88/- was transferred to reserves.

6. Change(s) in the Nature of Business, if any:

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

7. Material changes and commitments, if any, 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 this report:

There were no material changes and commitments affecting the financial position of the
Company between the end of financial year of the Company and the date of this report.

8. Public Deposits:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for
furnishing details of deposits which are not in compliance with the Chapter V of the Act is not
applicable.

9. Related Party Transactions:

All related party transactions that were entered into during the year under review were in the
ordinary course of business and on arm''s length basis. The Company has not entered into any
contract/arrangement/transaction with related parties which could be considered material in
nature. Whereas, the disclosure in form
AOC 2 is attached as Annexure-II.

All Related Party Transactions are placed before the Audit Committee as also the Board for
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of a foreseen and repetitive nature. Your Directors draw attention of the members to
notes to the financial statements which set out related party disclosures.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is available on
https://saiaydevelopers.com

10. Management''s Discussion and Analysis:

Management''s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate
section forming an integral part of the Annual Report as
Annexure III.

11. Corporate Social Responsibility (CSR):

As on 31 March 2024, provision of Corporate Social Responsibility is not applicable to your
Company.

12. Share Capital:

The Paid up Equity Share Capital as on March 31, 2024 was Rs. 5,90,20,000/ -.

During the year under review, the company has not issued and allotted fully paid-up equity
shares of the Company, by way of preferential allotment on a private placement basis.

13. Extract of Annual Return:

Pursuant to Section 92 (3) read with the Companies (Management and Administration)
Amendment Rules, 2021, the Company has placed a copy of the Annual Return (MGT-7) on its
website at
https://sajaydevelopers.com// pdf/Annual-Return/Annual-Return-2022-2023.pdf

14. Annual Performance Evaluation of the Board:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations,
performance evaluation of Board and that of its committees and individual Directors was
carried out. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board''s functioning such as
adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A separate exercise was carried out
to evaluate the performance of individual Directors, who were evaluated on parameters such as
level of engagement and contribution, independence of judgment, participation by all directors
and developing consensus amongst the directors for all decisions.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the Board as a whole and performance of the Chairman was evaluated, taking
into account the view of the executive directors and non-executive directors.

15. Number of Meetings of the Board:

The Board of Directors met Five (5) times during the Financial Year 2023-2024. The Board met
on 25h May 2023, 14th August 2023, 25th August 2023, 9th November 2023, 14th February 2024.
The Necessary quorum was present for all Meetings. The time gap between any two Board
meetings does not exceed 120 days.

The details of the number of meetings of the Board held during the Financial Year 2023-2024 is
as under:

Name of the Director

Number of
Board
Meetings
held

Number of
Board
Meetings
attended

Whether
attended
last AGM

Shareholding
in the
Company as on
the date of
notice

Mr. Shailesh Hingarh

5

5

Yes

21,69,778

Ms. Kanan Kapur

5

5

Yes

-

Mr. Abhishek Shah

5

5

Yes

-

Mr. Nitin Jain

5

5

Yes

-

Ms. Chetana Dasare

5

5

Yes

-

16. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their
knowledge and ability, confirm that:

i. In the preparation of the annual financial statements for the year ended March 31, 2024, the
applicable accounting standards have been followed and that there are no material
departures;

ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the March 31, 2024 and of the Profit and
Loss of the Company for the year ended March 31, 2024;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a ''going concern'' basis;

v. They have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

17. Auditors:

A. Statutory Auditors & Audit Report:

M/s. Satya Prakash Natani & Co, Chartered Accountants, Mumbai, were appointed in the 40th
AGM for a term of five years from the conclusion of the 40th Annual General Meeting of the
Company till the conclusion of the 45th Annual General Meeting of the Company, at a
remuneration decided by the Board of Directors of the Company.

The Auditors'' Report for the financial year ended March 31, 2024 does not contain any
qualification, reservation or adverse remark.

During the year under review, there were no instances of fraud reported by the auditors, under
Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

B. Secretarial Auditor & Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company engaged the services of Ms. Nikita Kedia of NKM & Associates Company Secretary
in Practice, Mumbai (Mem. No. A54970 and COP No.: 20414) to conduct the Secretarial Audit of
the Company for the financial year ended March 31, 2024.

The report of the Secretarial Auditor is appended as Annexure IV.

Explanation or Comments on qualification, reservation or adverse remark made by the
Company Secretary in practice in the Secretarial Audit Report are as follows:

AUDITORS QUALIFICATION

DIRECTORS COMMENT

The Company has maintained website, however,
the disclosures are not maintained under proper
sections.

The Company has generated new
website and hence in a process of
uploading the data

Non-compliance with the requirement to appoint
a qualified company secretary not later than three
months from the date of such vacancy pursuant to
Reg 6 (1A)

It took longer than expected because the
company was unable to locate a
qualified applicant. However, as of June
1, 2024, the company has designated
Ms. Dashmeet Kaur as its compliance
officer and company secretary.

C. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies
(Accounts) Rules, 2014, the Board of Directors, has on the recommendation of the Audit
Committee, appointed M/s. Sanjay B Sharma & Co., Chartered Accountants, having Firm
Registration Number FNA240793, as Internal Auditors of the Company for the FY- 23-24, to
conduct internal audit of the Company.

18. CEO & CFO CERTIFICATION

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the SEBI
(LODR) Regulations 2015 is annexed to this report as
Annexure V

19. Code of Conduct:

Pursuant to Regulation 17(5) of the SEBI Listing Regulations, 2015, the Board has adopted a
revised Code of Conduct for all Directors and Senior Management of the Company and the
same has been placed on the Company''s website https://sajaydevelopers.com.

All Directors and Senior Management personnel have affirmed compliance with the code of
conduct for the financial year 2023-2024. Declaration on adherence to the Code of Conduct
under Regulation 34 (3) and 53 (f) of the SEBI (LODR) Regulations, 2015 is annexed as

Annexure VI.

20. Vigil Mechanism / Whistle Blower Policy

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 unethical behavior,
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.

The said Whistle Blower Policy has been disseminated on the Company''s website
https://sajaydevelopers.com

21. Risk Management Policy:

The Company has developed and implemented a mechanism for risk management and has
developed a Risk Management Policy. The Audit Committee and the Board periodically
reviewed the risk assessment and minimization procedures. At present there is no identifiable
risk which, in the opinion, of the Board may threaten the existence of the Company.

22. Directors and Key Managerial Personnel (KMP):

a. Declaration by Directors:

All the Directors of the Company have confirmed that they are not disqualified from being
appointed as a Director in terms of Section 164 (2) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence
as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Statement With Regard To Integrity, Expertise And Experience Of The Independent
Directors

Your directors are of the opinion that Independent Directors of the Company are of high
integrity, suitable expertise and experience (including proficiency). The Independent Directors
have given declaration under sub section (6) of Section 149 of the Act. The tenure of
Independent Directors is in compliance of provisions of Section 149(10).

c. Familiarization programme for Independent Directors:

The details of programmes for familiarization of Independent Directors and training with the
Company, their roles, rights, responsibilities, nature of the industry in which the Company

operates, business model of the Company and related matters are put up on the website of the
Company

d. Changes in Directors and Key Managerial Personnel during the year under review:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Shailesh Ghisulal Hingarh (DIN: 001669162) Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible has
offered himself for re-appointment.

Further, during the year under review, Re-appointment of Mr. Shailesh Hingarh as Managing
Director, w.e.f 14th August 2024. And Ms Kanan Kapur (DIN: 06511477) has resigned from the
position of non-executive Director of the company with effect from September 4th, 2024 and
appointment of Mr Rishabh Verdia (DIN: 03077550) as a Non-Executive Director of the
Company w.e.f 4th September, 2024.

Ms. Jyoti Sachdeva has tendered her resignation from the post of Company Secretary &
Compliance Officer of the Company as stated in the resignation letter dated 18th January 2024.

Pursuant to Regulation 30 (6) of the Listing Regulations read with Para A of Part A of Schedule
III of the said regulations, On recommendation of Nomination & Remuneration committee, the
Board of Directors of the Company have appointed Ms. Dashmeet Kaur, as Company Secretary
and Compliance Officer of the Company with effect from 1st June, 2024.

23. STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE
INDEPENDENT DIRECTORS

Your directors are of the opinion that Independent Directors of the Company are of high
integrity, suitable expertise and experience (including proficiency). The Independent Directors
have given declaration under sub section (6) of Section 149 of the Act. The tenure of
Independent Directors is in compliance of provisions of Section 149(10).

24. RE-APPOINTMENT OF DIRECTOR

In accordance with the provisions of the Section 149 and 152 and other applicable provisions of
the Companies Act, 2013 and the Articles of Association of the Company, Consequently, Mr.
Shailesh Hingarh (DIN: 00166916), Executive Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself
for re-appointment in accordance with the provision of the Companies Act, 2013

The brief resume of Director seeking re-appointment at the ensuing AGM along with other
details in pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith as
"Annexure " is annexed to the Notice of the Annual General Meeting. The Board has confirmed
that Shailesh Hingarh satisfies the fit and proper criteria as prescribed under them applicable
regulations and that he is not disqualified from being appointed as a director in terms of Section
164(2) of the Companies Act, 2013. The Board recommends the re-appointment.

25. Policy For Selection, Appointment And Remuneration Of Directors Including Criteria For
Their Performance Evaluation:

Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committee under
sub-section (3) of section 178, framed and adopted a policy for selection and appointment of
Directors, Senior Management and their remuneration pursuant to the provisions of the
Companies Act, 2013 and the Listing Regulations, 2015.

The salient features of the Policy, are:

a. Appointment and remuneration of Director, Key Managerial Personnel and Senior
Management Personnel.

b. Determination of qualifications, positive attributes and independence for appointment of a
Director (Executive/Non-Executive/Independent) and recommendation to the Board matters
relating to the remuneration for the Directors, Key Managerial Personnel and Senior
Management Personnel.

c. Formulating the criteria for performance evaluation of all Directors.

d. Board Diversity.

The Company''s policy inter-alia, on Directors'' appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a Director and other
matters provided under the Act is available on the website of the Company i.e. www.
sajaydevelopers.com.

26. Internal Financial Control System And Its Adequacy:

The Board of Directors has laid down standards, processes and procedures for implementing
the internal financial controls across the organization. After considering the framework of
existing internal financial controls and compliance systems; work performed by the Internal,
Statutory and Secretarial Auditors and External Consultants; reviews performed by the
Management and relevant Board Committees including the Audit Committee, the Board of
Directors are of the opinion that the Company''s internal financial controls with reference to the
financial statements were adequate and effective during the financial year 2023-24

27. Declaration By Independent Directors

Pursuant to the provisions of section 149(7) of the Act and Regulation 25 of the listing
regulations all Independent Directors of the Company have given declaration that they meet the
criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of
Listing Regulations and also affirmed compliance regarding online registration with the ''Indian
Institute of Corporate Affairs'' (IICA) for inclusion of name in the databank of Independent
Directors.

28. Independent Directors'' Meeting:

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI
Listing Regulations, 2015, the independent directors held their separate meeting 14th February
2024, without the attendance of non-independent directors and members of Management, inter
alia, to discuss the following:

i) review the performance of non-independent directors and the Board as a whole;

ii) Review the performance of the Chairperson of the Company, taking into account the views of
executive directors and non-executive directors;

iii) Assess the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties; and

iv) Review the responsibility of independent directors with regard to internal financial controls.

All Independent Directors were present at the meeting, deliberated on the above and expressed
their satisfaction on each of the matters.

29. Prevention of Insider trading:

The Company had in place a ''Code of Conduct for Prevention of Insider Trading and Corporate
Disclosure Practices'', in accordance with the SEBI (Prohibition of Insider Trading) Regulations,
2015.

Accordingly, the Board approved and adopted:

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information; and

b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other
connected persons.

The code referred above is placed on the Company''s website https://sajaydevelopers.com.

30. Particulars of Employees:

There are no employees in the company; Whereas, Ms. Jyoti Sachdeva, the company secretary ,
received a salary of Rs. 1,36,774, and Mr. Shailesh Hingarh, the managing director, received an
annual salary of Rs. 9,00,000.

None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Crores per
annum or Rs. 8.50 Lacs per month or more during the FY 2023-2024 as prescribed under Section
197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules,
1975. Thus, furnishing of particulars under the Companies (Particulars of Employees) Rules
1975 does not arise.

31. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest
thereon lying with the Company for a period of seven years liable to be transferred to the
Investor Education and Protection Fund established by the Central Government.

32. Particulars of Loans given, Guarantees given or Investments made by the company:

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013, if any, have been disclosed in the financial statements.

33. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars with respect to conservation of Energy, Technology Absorption and Foreign
Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies
(Accounts) Rules, 2014, is set out hereunder:

Sr.

No.

Particulars

Disclosures

1.

Conservation of Energy
and Power Consumption

Your Company has continued to accord priority to
Conservation of energy and is continuing its efforts to
utilize energy more efficiently.

2

Technology Absorption
and Research &
Development

Your Company has not absorbed or imported any
technology and no research and development work is
carried out.

3.

Foreign Exchange

Earnings

Exports of
Goods

Nil

Outgo

Nil

Nil

34. Significant and Material Orders passed by the Regulators or Courts:

During the year under review, there were no significant and material orders passed by the
regulators or courts or tribunals, which may impact the going concern status of the Company
and its operations in future.

35. Corporate Governance:

The Company has complied with all mandatory provisions of SEBI (LODR) Regulations 2015,
relating to Corporate Governance. A separate report on Corporate Governance as stipulated
under the SEBI (LODR) Regulations, 2015 forms part of this Report. The requisite certificate
from the Auditor of the Company regarding compliance with the conditions of corporate
governance is attached to the report on Corporate Governance as
Annexure VII

36. Audit Committee:

The Composition and quorum of the Audit Committee is in accordance with Section 177 of the
Companies Act, 2013. All members of the Audit Committee possess financial/accounting
expertise/exposure.

The Audit committee met four (4) times during the Financial Year 2023-2024. The Committee
met on 25th May 2023, 14th August 2023, 9th November 2023 & 14th February 2024. 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 provides composition and attendance of the Audit Committee.

SR

NO.

NAME

CATEGORY

MEETINGS

ATTENDED

1

Mr. Abhishek Shah

Independent

Director

Non-Executive

4 of 4

2

Ms. Kanan Kapur

Non-Independent

Director,Member

Non-Executive

4 of 4

3

Mr. Nitin Jain

Non-Executive -
Director,Member

Independent

4 of 4

37. Nomination & Remuneration Committee:

Under sub-section (3) of section 178, 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. This policy also lays down criteria for selection and
appointment of Board Members.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual
General Meeting of the company. The Nomination and Remuneration committee met twice (1)
times during the Financial Year 2023-2024. The Committee met on 14th February 2024 and. The
Necessary quorum was present for all Meetings. The table below provides composition and
attendance of the Nomination and Remuneration Committee.

SR

NO.

NAME

CATEGORY

MEETINGS

ATTENDED

1

Mr. Abhishek Shah

Independent

Director

Non-Executive

1 of 1

2

Ms. Kanan Kapur

Non-Independent
Director, Member

Non-Executive

1 of 1

4

Mr. Nitin Jain

Non-Executive -
Director, Member

Independent

1 of 1

38. Stakeholders'' Relationship Committee:

The Board has reconstituted Shareholders''/Investors Grievance Committee as Stakeholders
Relationship Committee in accordance with the provisions of the Companies Act, 2013.

The Stakeholders Relationship Committee met once (1) times during the Financial Year 2023¬
2024. The Committee met on 14th February 2024. The necessary quorum was present for all
Meetings. The Chairman of the Stakeholders Relationship Committee was present at the last
Annual General Meeting of the company. The table below provides composition and
attendance of the Stakeholders Relationship Committee.

SR

NO.

NAME

CATEGORY

MEETINGS

ATTENDED

1

Mr. Abhishek Shah

Independent

Director

Non-Executive

1 of 1

2

Ms. Kanan Kapur

Non-Independent
Director, Member

Non-Executive

1 of 1

4

Mr. Nitin Jain

Non-Executive -
Director, Member

Independent

1 of 1

39. Share Transfer System:

All share transfer, dematerialization and related work are managed by M/s. Purva Sharegistry
India Pvt. Ltd, Unit no. 9, Shiv Shakti Ind. Estt. J .R. Boricha marg, Lower Parel (E), Mumbai 400
011. Shareholders are requested to send all share transfer requests, demat/remat requests,
correspondence relating to shares i.e. change of address, Power of Attorney, etc. to the registrar
and transfer agents.

40. Share Capital Audit:

As stipulated by Securities and Exchange Board of India (SEBI), Practicing Company Secretaries
carried out the Share Capital Audit to reconcile the total admitted capital with National
Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and
shares held physically as per the register of members and the total issued and listed capital.
M/s. Mayank Arora & Co. Practicing Company Secretaries provides the necessary Report.

41. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

The Company has in place a Prevention of Sexual harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the year 2023-2024, no complaints
were received by the Company related to sexual harassment.

42. Disclosure for Maintenance of Cost Record as per Specified by the Central Government
under section 148(1) of the Companies Act, 2013

The provision of section 148(1) of the Companies Act, 2013 is not applicable to our company.

43. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest
thereon lying with the Company for a period of seven years liable to be transferred to the
Investor Education and Protection Fund established by the Central Government.

44. Investor Relations:

Redressal of Investors Grievances:

Your Company gives an utmost care in resolving the grievances of its investors on a timely
basis. The investor complaints/ grievances are resolved by the Company and also by the
Company''s Registrar and Share Transfer Agent viz. M/s Purva Sharegistry (India) Private
Limited being the Registrar and Share Transfer Agent of the Company.

BSE Listing Centre:

Your Company ensures in compliance of applicable regulations of SEBI LODR Regulations and
all the compliances related filings or disclosures are made to the BSE Limited and NSE through
web-based applications viz., BSE Listing center within the stipulated timeline as prescribed
under the SEBI LODR Regulations.

SCORES (SEBI complaints redress system):

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e.,
SCORES. Through this system a shareholder can lodge a complaint against a Company for his
grievance. The Company uploads the action taken on the complaint which can be viewed by the
shareholder. The Company and shareholder can seek and

provide clarifications online through SEBI. The investor complaints are also handled and
resolved by the Company''s Registrar and Share Transfer Agent viz. M/s Purva Sharegistry
(India) Private Limited and your Company is kept updated regularly.

Exclusive email ID for Investors:

Your Company has established an email id [email protected]

Your Company keeps its investors updated by posting all the disclosures made with the stock
exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time.

45. Details of application made or proceeding pending under Insolvency and Bankruptcy Code
2016 during the year:

During the year under review, there was no proceeding pending under the Insolvency
Bankruptcy Code, 2016

46. Details of difference between valuation amount on one-time settlement and valuation while
availing loan from banks and financial institutions

During the year under review, there has been no one-time settlement of Loans taken from
Banks and Financial Institutions.

47. Acknowledgements:

Your Directors gratefully acknowledge the support given by the Customers, Dealers,
Distributors, Suppliers, Bankers, various departments of the Central and State Governments,
Local Authorities, employees and members of the Company.

On behalf of the Board of Directors

Sd/- Sd/-

Shailesh Hingarh Chetana Dasare

Place: Mumbai Managing Director Director

Date: 04.09.2024


Mar 31, 2012

The Directors have pleasure in presenting 32nd Annual Report and Audited Accounts of your Company for year ended March 31, 2012.

OPERATIONS:

The Operation of the company have resulted in a profit of Rs. 82,04,488/- during the year ended March 31, 2012 as shown below.

FINACIAL PERFORMANCE:

Your Company's Financial Performance during the year is summarized below.

Financial Data Results Amount in Rs.

Year ended 31st Year ended 31st March 2012 March 2011

Profit/(loss) Before tax 1,18,56,347 (8,55,442)

Less: Provision for tax 36,51,859 -

Less: Provision for tax (Earlier Years) - 17,104

Net Profit/ (loss) after tax 82,04,488 (8,72,546)

Surplus brought from the previous year (14,78,846) 6,06,300

Surplus/ (Deficit) carried to Balance sheet 67,25,642 (14,78,846)

DIVIDEND:

With purpose to retain profit for strengthening capital base of the company, the Board of Directors does not recommend declaration of any dividend for the year ended 31.03.2012

AUDITORS:

The Auditors of the Company, M/s Shankarlal Jain & Associates, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under section 224 (1-B) of the Companies Act, 1956.

AUDITORS' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self-explanatory and therefore, do not call for any further comments.

DIRECTOR:

Mr. Harshad Dholakia, Director of the company retires at the ensuing Annual General meeting and being eligible offers himself for reappointment as Directors.

PARTICULARS OF EMPLOYEES:

The particulars of employees under the provision of section 217 (2A) of Companies Act, 1956 are not given as no employees was in receipt of remuneration exceeding Rs.60,00,000 p.a., if employed for the full year or Rs.5,00,000 p.m if employed for the part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act 1956, your directors states that

1. While preparing Annual Accounts, the applicable accounting standards have been followed and there are no material departures.

2. The Company has selected such accounting policies and applied them consistently and made judgments that are responsible and prudent so as to give true and fair view of the affairs of the company at the end of the financial year and of the profit and loss for the period ended on that date;

3. The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts has been prepared on a going concern basis.

FOREIGN EXCHANGE

The Foreign exchange earnings during the period under consideration was NIL and the expenditure was NIL.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

This information is required as per Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Director's Report for the year ended March 31, 2012.

Since the Company's operations involve consumption of low energy, the company has no comments to offer as far as (a) Conservation of energy and (b) Technology absorptions are concerned.

HUMAN RESOURCES :-

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year

APPRECIATION

Your Directors wish to place their gratitude and appreciation for the devoted service of the staff of the company and would also like to place on record their gratitude to the company's bankers for their continuous support.

For and on behalf of the Board,

Shree Salasar Investments Limited

Vipin Hirani Harshad Dholakia

Place: Mumbai Director Director

Date: 11th August, 2012


Mar 31, 2011

DIRECTORS REPORT TO THE SHAREHOLDERS

The Directors have pleasure in submitting their 31st Annual Report with the audited accounts for the year ended March 31, 2011.

OPERATIONS :

The operations of the company have resulted in loss of Rs. 8,72,546/- during the year ended March 31, 2011 as shown below

Financial data results {Amount in Rupees.) Year ended Year ended 31st March 31st March 2011 2010

Profit /(Loss) Before Tax (8,55,442) (1,69,026)

Less: Provision for Tax - 13,500

Less: Provision for Tax (earlier years) 17,104 10,26,205

Net Profit / (Loss) After Tax (8,72,546) (12,08,731)

Surplus brought from the previous 6,06,300 75,678 year

Surplus / (Deficit) Carried to Balance (14,78,846) (6,06,300) Sheet

DIVIDEND:

There was no profit earned during the year. In view of thereof, no dividend has been recommended by the board for the year under review.

DIRECTOR :

Mr. K. C. Dawda, Director of the Company retires at the ensuing Annual General meeting and being eligible offers himself for reappointment as Directors.

Mr. Vipin H. Hirani was appointed as Additional Directors by the board on March 23, 2011 and his appointment as director liable to retire by rotation is being sought in the ensuing Annua! General Meeting, on being demanded by members for which necessary notices have been received by the Company.

INVESTMENTS :

The market value of the company's investments in the shares and securities given in the Balance Sheet is Rs.56,250/-.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

This information is required as per Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended March 31 2011.

Since the Company's operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE :

The Foreign exchange earnings and foreign exchange expenditure during the period under consideration was NIL.

For and on behalf of the Board of Directors of

SHREE SALASAR INVESTMENTS LIMITED

VIPIN H. HIRANI HARSHAD DHOLAKIA DIRECTOR DIRECTOR

PLACE : MUMBAI DATED : AUGUST 23, 2011


Mar 31, 2010

The Directors have pleasure in submitting their 30th Annual Report with the audited accounts for the year ended March 31, 2010.

OPERATIONS :

The operations of the company have resulted in loss of Rs. 12,08,731/- during the year ended March 31, 2010 as shown below

Financial data results (Amount in Rupees.)

Year ended Year ended 31st March 2010 31st March 2009

Profit / (Loss) Before Tax (1,69,026) 31,606

Less: Provision for Tax 13,500 8,000

Less: Provision for Tax (earlier 10,26,205 14,868

years)

Net Profit / (Loss) After Tax (12,08,731) 8,738

Surplus brought from the 75,678 66,940

previous year

Surplus / (Deficit) Carried to (6,06,300) 75,678

Balance Sheet

DIVIDEND :

There was no profit earned during the year. In view of thereof, no dividend has been recommended by the board for the year under review.

DIRECTOR ;

Mr. K. C. Dawda was appointed as Director in casual vacancy caused due to death of Mr. R. K. Mansingka, Director w.e.f. February 14, 2010.

Mrs. Sarita Mansingka, Director of the Company retires at the ensuing Annual General meeting and being eligible offers himself for reappointment as Directors.

Mr. Harshad Dholakia was appointed as Additional Directors by the board on August 12, 2010 and his appointment as director liable to retire by rotation is being sought in the ensuing Annual General Meeting, on being demanded by members for which necessary notices have been received by the Company.

INVESTMENTS ;

The market value of the companys investments in the shares and securities as per schedule 4 given in the Balance Sheet is Rs.2,375 /-. Besides the company holds investments in unquoted shares of Rs.50,000 /-.

AUDITORS AND AUDITORS OBSERVATIONS ;

M/s. Shankarlal Jain and Associates, Chartered Accountants, retires as auditors of the Company at the ensuing Annual General Meeting and offer themselves for reappointment.

With regard to the Auditors observations, the same have been duly explained in the notes, hence does not require any further clarifications.

SECRETARIAL COMPLIANCE CERTIFICATE ;

The Secretarial Compliance Certificate issued by a practicing Company Secretary pursuant to Section 383A of the Companies Act 1956 read with Rule 3 of Companies (Compliance Certificate) Rule, 2001 is annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

ii) that 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 fair view of the state of affairs of the Company at the year ended March 31, 2010 and of the profit of the Company for that period.

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities.

iv) that the Directors had prepared the Annual Accounts for the year ended March 31, 2010 on a going concern basis.

PARTICULARS OF EMPLOYEES :

The particulars of the employees under the provision of section 217 (2A) of the Companies Act, 1956 are not given as no employees was in receipt of remuneration exceeding Rs.24,00,000/- p.a., if employed for the full year or Rs. 2,00,000/-p.m. if employed for part of the year.

INFORMATION PURSUANT TO SECTION 217 (1) (a) :

The Company does not carry out any manufacturing activity therefore Rule 2 of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, pursuant to Section 217 (1) (a) of the Companies Act, 1956 is not applicable.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

This information is required as per Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended March 31, 2010.

Since the Companys operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE :

The Foreign exchange earnings and foreign exchange expenditure during the period under consideration was NIL.

For and on behalf of the Board of Directors of

SHREE SALASAR INVESTMENTS LIMITED

Sarita Mansingka K. C. Dawda

CHAIRMAN DIRECTOR

PLACE: MUMBAI

DATED: MAY 06, 2010


Mar 31, 2009

The Directors have pleasure in presenting herewith their 29th Annual Report together with the Audited Accounts for the financial year ended on 31st March, 2009.

FINANCIAL RESULTS:

Year ended Year ended 31st March, 2009 31st March, 2008

Profit before tax 31,606 22,854

Deduct:

Provision for tax 8,000 2,500

Provision for tax- earlier year 14,868

Profit for the year 8,738 20,354

Surplus brought forward from previous year 66,940 46,586

Surplus carried to balance sheet 75,678 66,940

DIVIDEND.

In view of the nominal profit, the directors have not recommended any dividend for the financial year ended on 31st March, 2009.

INVESTMENTS:

The market value of the companys investments in the shares and securities as per schedule 4 given in the Balance Sheet is Rs. 8,51,663/-. Besides the company holds investments in unquoted shares of Rs. 50,000/-.

DIRECTORS:

Shri R.K. Mansingka retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY:

Pursuant to Section 217(2AA) of the Companies Act, 1956 your directors confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards has been followed

(ii) they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the company as on 31st March, 2009 and of the profit of the company for the year ended on 31st March, 2009

(iii) they has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of he company and for preventing and detecting fraud and other irregularities

(iv) they had prepared the accounts on a "going concern basis".

TECHNOLOGY ABSORPTION. RESEARCH & DEVELOPMENT:

Since the company is not involved in manufacturing activity, the information as required under Section 217(l)(e) of the Companies Act, 1956 is not furnished. Likewise the question of environment and pollution control does not arise.

FOREIGN EXCHANGE:

There was no foreign exchange earning nor any foreign exchange outgoings as such during the year under report.

PARTICULARS OF EMPLOYEES:

The company has no employee of the category specified under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The Auditors M/s. Shankerlal Jain & Associates retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

R.K. Mansingka

Place: Mumbai Chairman

Date: 31/7/2009


Mar 31, 2008

The Directors'' have pleasure in presenting herewith their 28th Annual Report together with the Audited Accounts for the financial year ended on 31st March, 2008.

ELMAN.CIALHHSyi.IS:

Year ended Year ended 31st March 2008 31st March 2007

Profit before Tax 22,854 12,924

Deduct

Provision for lax 2.500 2.500

Profit for the year 20,354 10.424

The profit of Rs,20,354/- has been carried to balance sheet and thus an accumulated surplus of Rs 66.940/- appear in the balance sheet

DIVIDEND:

In view of the nominal profit the Directors have not recommended any dividend for the financial year ended on 31st March. 2008

INVESTMENTS

The market value of the company''s investments in the share and securities as per Schedule 4 given in the Balance Sheet in Rs.8,51,663/- Besides the company holds investments in unquoted shares of Rs 50,000/-

Shri M.P. Munsinghka resigned as a chairman and director of the company with Offer from 12/1/2008

Smt Sarita Mansingka was appointed as an additional director of the company with collect from 5/1/2008 and thus she shall hold the office of the director nil the ensuing annual general meeting The company has received a notice U/s 257 along with the deposit of Rs 500/- from a member of the company proposing her candidature for the post of the director, liable to retire by rotation

Mr P K Murarka incites by rotation and being eligible otters himself for re-appointment

Pursuant to Section 217(2AA) of the Companies Act. 1956 your directors confirm that

(i) in the preparation of the annual accounts the applicable accounting standards have been followed

(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that ate reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March. 200X and of the profit of the company for the year ended on 31st March. 2008

(iii) they had taken proper and sufficient circlers the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(iv) they had prepared the accounts ongoing concern busts

TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT

Since the company is not a manufacturing company, the information as required under section 217(1) (c) of the Companies Act. 1956 is not furnished Likewise the question of environment and pollution control does not arise

PARTICULARS OF EMPLOYEES

The company had no employee of the category specified under section 217 (2A) of the Companies Act, 1956

AUDITORS

The Auditors. M/''s Shankarlal Jain & Associates retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Place: Mumbai FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date: 05/07/2008

R.K.Mansingka

Chairman

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