Your Directors present the 36^th Annual Report of your Company
with the Audited Annual Accounts for the year ended 31^st March,
2025.

1. Financial Results

(Rs. in Lakhs)

2. Management Discussion and Analysis
Financial Review

Your Company recorded a total income of Rs. 67.90 lakhs
and has incurred a net loss of Rs. 333.53 lakhs during the
year under review compared to previous year's income of
Rs. 102.51 lakhs and net loss of Rs. 13.10 lakhs. The
Company's dealings in earthing materials and lightning
protection systems including installation in the electrical
engineering segment have been categorised under the
head “Trading” for the purpose of segment reporting in the
annual accounts for the year under review. The entertainment
segment has generated revenue of Rs. Nil during the Year
under review as compared to revenue of Rs 1.69 Lakhs in
Previous Year.

Industry Structure and Development

Your Company had been able to execute the contracts awarded
to it in the electrical engineering under the trading segment.
The power utilities, electronics and other hi-tech centres,
where earthing is important, are its target customers apart
from high-rise buildings, hotels, residential units, etc. However,
sustained growth in this segment requires substantial capital
infusion which remains a major constraint. The Company is
closely monitoring the current market scenario and economic
situation in order to improve its growth.

In amusement park segment, the operations of Amusement
Park at Kanpur could not resume because the lease of park had
not been renewed by concerned authority inspite of vigorous
follow up. The Company has amongst others initiated legal
recourse and the matter is sub-judice. The lease of Lucknow
Park had expired in 2019. The Company had handed over the
Lucknow Park to authorities after the matter has been settled
with them.

Outlook, Risks and Concerns

As already reported, the operation of amusement park at
Kanpur has not resumed due to non- renewal of lease by
concerned authority. With no inflows, the fixed expenses
related to said unit continue to pose challenge on revenues
of the Company. The Board of Directors in its meeting held

on 13.08.2024 approved the closing of amusement park at
Kanpur and subsequently dues of concerned employees were
settled. The efforts to settle the matter of leased premises with
concerned authorities including legal proceedings related
thereto are being made for early resolution. The trading
segment, dealing in earthing and lightning protection systems
business has garnered lower revenue compared to previous
year.

The Company has a risk management framework that includes
identification and mitigation of risks. The Company is taking
all possible measures with a view to ensuring sustainable
business growth and promoting a proactive approach in
evaluating and resolving risks associated with the business.

Opportunities and Threats

The Company is exposed to normal industry risks. In trading
segment, the Company deploys the latest technology for
earthing and lightning protection installations, which leads
to better protection from electrical hazards. The Company
is aiming at spreading awareness of its products and also
securing credentials from its existing clients about the
superiority of its products to meet the challenge.

Internal Financial Control Systems

The Company has in place a proper and adequate system
of internal control to monitor proper recording of transactions
authorized according to prescribed policies and procedures.
The Company ensures that all regulatory guidelines are
complied with at all levels.

The Audit Committee reviews the internal control mechanism
periodically.

Human Resource/ Industrial Relations Front

The relationship with the employees has remained cordial
during the year and the Directors place on record their sincere
appreciation in this regard.

Under the provisions of Section 197 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, there was no employee during the year drawing
remuneration more than the stipulated amount in the said
rules. The number of employees on the Company's rolls stood
at 4 as on 31/03/2025.

Cautionary Statement

Statement in the “Management Discussion and Analysis”
describing the Company's projections, estimates, expectations
or predictions may be ‘forward looking statements' within
the meaning of applicable laws and regulations. Actual
results could differ materially from those expressed or
implied. Important factors that would make a difference to
the Company's operations include changes in government
regulations, tax regimes, economic developments within the
country and abroad and other relevant factors.

3. Dividend and Reserves

As Company has incurred loss during the year under review,
no dividend is recommended by the Board and no amount
has been transferred to the general reserve.

4. Material Changes & Commitments

The unit of amusement park at Kanpur was closed down
permanently pursuant to Board's decision dated 13.08.2024.
The operations in trading of electrical goods has took a dip

due to competition and slow response from real estate sector.
Other than the aforesaid, there were no material changes and
commitments affecting the financial position of the Company
during the year under review.

5. Board of Directors and Key Managerial Personnel
(KMP):

• Changes in Directors

Shri M. P. Mehrotra (DIN: 00016768) - Non-Executive Director
and promoter of Company left for his heavenly abode on
05/04/2024 and ceased to be Director of Company from same
date. The Board places on record its sincere appreciation
for the invaluable contribution made by Shri M. P. Mehrotra
since Company's inception. The Company will continue to be
guided by his vision.

Shri Kishan Kumar Soni- Director (DIN:00106037) resigned
w.e.f. 04/09/2024.

The 2^nd term of Shri Priya Brat - Independent Director
had expired on 06/09/2024. The Board place on record its
appreciation and sincere gratitude for able guidance and
contribution by Shri Priya Brat particularly as Chairman of the
Board.

Shri Abhinav Shobhit (DIN: 10155183) aged about 28 years
shall retire by rotation at the ensuing Annual General Meeting
and being eligible have offered himself for re-appointment.
The Board recommends his reappointment.

The Company has complied with the relevant provisions with
respect to constitution of the Board during the year under
review.

• Changes in Key Managerial Personnel (‘KMP’)

During the year, Shri Vishesh Jain- Compliance officer
resigned w.e.f. 31/01/2025. Ms. Khushi Garg (M. No. A76147)
was appointed Compliance Officer w.e.f. 18/04/2025.

Details of remuneration paid to the Directors during the
financial year ended 31/03/2025:

* Tenure ended on 06/09/2024 #Resigned w.e.f. 04/09/2024

6. Contracts with Related Parties

No related party transaction has been made by the Company
with promoters, directors or key managerial personnel
etc. which may have potential conflict of interest with the
Company. The related party transactions, procedurally, are
placed before the Audit Committee and if required, before the
Board, specifying the nature, value and terms and conditions
of the transactions. Where such transactions are entered in

terms of omnibus approval accorded by the Audit Committee,
the details are placed before the Audit Committee in its next
meeting. In terms of Section 134(3)(h) of the Companies Act,

2013, and Rule 8(2) of the Companies (Accounts) Rules,

2014, the details of contracts or arrangement entered into
with Related Parties is provided in Form AOC-2 attached as
an Annexure A to this Report.

The summary of related party transactions required to be
disclosed as per SEBI(LODR) Regulations, 2015 and Ind AS
24 has been disclosed under Note No. 31.04 in the Financial
Statements of the Company as on 31/03/2025.

7. Annual Return Extract (MGT-9)

The reporting of extract of Annual Return in Form No. MGT-9
has been done away with pursuant to amendment in section
92(3) of the Companies Act, 2013 read with Rule 12 of
Companies (Management and Administration) Rules, 2014
w.e.f. 28/08/2020. Hence, the reporting of extract of Annual
Return has not been made in this report. The Annual Return is
now required to be placed on the website of the Company, in
terms of Section 92(3) read with Section 134(3)(a) of the Act
and link thereof is required to be given in the Board's Report.
The Annual Return for the Financial Year 2023-24 is available
on web link viz.: https://www.sael.com/annual-return/.

8. Corporate Governance

The Company is committed to meet the aspirations of all its
stakeholders. Corporate Governance encompasses a set of
systems and practices to ensure that the Company's affairs
are managed in a manner which ensures accountability,
transparency and fairness in all transactions. The objective is
to meet stakeholders' aspirations and societal expectations.

The essence of corporate governance lies in promoting and
maintaining integrity, transparency and accountability in the
management's higher echelons. The corporate governance
provisions of the SEBI listing regulations are not applicable to
the Company at present. Hence, separate report on corporate
governance has been dispensed with. The Company, however,
continues to follow the best corporate governance practices.

9. Board Meetings

During the year ended 31/03/2025, 5 (five) Board meetings
were held in time in accordance with applicable regulations.
The meetings were held on 24/05/2024, 13/08/2024,
11/11/2024, 13/02/2025 and19/02/2025.

Details of meetings attended by the Directors in the relevant
period are as below:

@ Died on 05/04/2024. #Resigned w.e.f. 04/09/2024
** Ceased to be Director upon completion of second term as
Independent Director

10. Audit Committee

The Audit Committee as on 01/04/2024 comprised
Shri Priya Brat - Chairman, Shri Prem Narain Parashar,
Shri K. K. Soni and Shri Adesh Kumar Jain. During the
year under review, the tenure of Shri Priya Brat ended on
06/09/2024 and Shri K. K. Soni resigned w.e.f. 04/09/2024.
Shri Adesh Kumar Jain was elected as Chairman of Committee
in its meeting held on 11/11/2024. Shri T. B. Gupta was
nominated as member of the Committee w.e.f. 11/11/2024
by the Board. Two third of the members of the Committee
continue to be Independent Directors including its Chairman
and during the year ended 31/03/2025, 5 (Five) meetings of the
Committee were held on 24/05/2024, 13/08/2024, 11/11/2024,
13/02/2025 and 19/02/2025. All recommendations made by
the Committee during the year were accepted in entirety by
the Board.

Details of meetings attended by the Directors in the relevant
period are as below:

11. Nomination and Remuneration Committee

The Nomination and Remuneration Committee as on
01/04/2024 comprised of Shri Prem Narain Parashar -
Chairman, Shri Adesh Kumar Jain, Shri Priya Brat and
Dr. (Mrs.) Neeraj Arora as members of the committee.
Shri Priya Brat ceased to be constituent of the Committee
w.e.f. 06/09/2024 upon cessation as Director from the same
date. During the year ended 31/03/2025, 1 (One) meeting of
the Committee was held on 24/05/2024. All recommendations
made by the Committee during the year were accepted in
entirety by the Board.

Details of meetings attended by the Directors in the relevant
period are as below:

12. Stakeholders Relationship Committee

As on 01/04/2024 the Stakeholders Relationship Committee
comprised of Shri K. K. Soni - Chairman and Shri T. B. Gupta-
Member. After resignation of Shri K. K. Soni as member of
the Committee, Shri Adesh Kumar Jain was nominated as
member in the Committee and was elected as Chairman of the
Committee in its meeting held on 07/11/2024. During the year
ended 31/03/2025, 8 (Eight) meetings of the Committee were
held on 29/04/2024, 01/06/2024, 22/06/2024, 30/07/2024,
22/08/2024, 07/11/2024, 10/12/2024 and 01/03/2025. There
was no other change in constitution of the Committee during
the year under review.

Details of meetings attended by the Directors in the relevant
period are as below:

There were no complaints pending as at the end of the year
under review.

13. Corporate Social Responsibility

The Company is not required to comply with provisions
relating to corporate social responsibility since it does not
meet the criteria of applicability of provisions of Section 135 of
the Companies Act, 2013.

14. Evaluation of Board/Committees/Individual Directors

The aim of the Board's evaluation is to assess the effectiveness
of the Board's/Committee's processes, composition and
arrangement in order to identify and realize any actions
required to improve their effectiveness. The Companies Act,
2013 states that a formal annual evaluation needs to be carried
out by the Board or Nomination and Remuneration committee
or external agency of the Board's performance and that of
its Committees and individual directors. As per the provisions
of Section 178 of the Companies Act, 2013, the Nomination
and Remuneration Committee is required to prescribe the
manner for effective evaluation of performance of Board, its
Committees and individual directors so that the evaluation
can be carried out by the Board or the said Committee or an
external agency appointed for this purpose. Further, Section
134 read with Schedule IV of the Companies Act, 2013 states
that the performance evaluation of Independent Directors
shall be carried out by the entire Board of Directors, excluding
the director being evaluated. Independent Directors at its
meeting carry out annually, the evaluation of Non-Independent
Directors and the Chairman.

Board conducts on an annual basis an evaluation of the
performance of the directors as to whether each director has
sufficient time to discharge his/her responsibilities, taking
into consideration multiple Board representations and other
principal commitments.

The Board through its Nomination and Remuneration
Committee has laid down the evaluation criteria for the
performance of executive/ non-executive / independent
directors through a peer-evaluation mechanism.

The evaluation process comprises:

• Board, Committee and management information and
other relevant documentation.

• Discussions with all Board members, Committee
members focusing on aspects of the Board's and
Committee's composition, strategy, risk and controls,
decision-making, roles and performance of the Chairman,
independent directors, executive directors and other non¬
executive directors.

16. Evaluation and Training of Directors/Independent
Directors

Given the experience and qualifications of the Board members,
the Board has not considered it necessary to engage external
persons to facilitate the evaluation process as they themselves
are accustomed to having their performance regularly
evaluated. However, regular updates relating to regulatory,
and industry's performance are provided to members of
Board, besides any other aspect relevant to business of
the Company. The Board also exercises an oversight of the
training of Board /Committee members.

The directors are thus kept abreast of requisite information
about business activities of the Company and risks involved
therein to enable them to discharge their responsibilities in
the best possible manner. Further, at the time of appointment,
the Company issues a formal appointment letter outlining
his/her role, duties and responsibilities as an Independent

Director. The format of the letter of appointment is available
on Company's website.

17. Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the
Companies Act, 2013, the Directors hereby confirm:

a. That in the preparation of the Annual Accounts for the
financial year ended 31^st March, 2025, the applicable
accounting standards have been followed, along with
proper explanation relating to material departures;

b. That 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 financial year and of the loss of the
Company for that period;

c. That 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;
and

d. That they have prepared the Annual Accounts for
the financial year ended 31^st March, 2025 on a ‘going
concern' basis;

e. That Internal Financial controls are adequate and
operating effectively;

f. That the Directors have devised proper systems to
ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating
effectively.

Disclosure relating to ratio of the remuneration of each
director to the median employee's remuneration is attached
as Annexure -B.

18. Policies

The Nomination and Remuneration policy of the Company
can be accessed at www.sael.co.in. This policy amongst
others lays down eligibility and procedure for selection and
appointment of Directors and key managerial persons besides
criteria for remuneration thereof. There were no changes in
the said policy during the year under review.

The other policies approved by the Board to facilitate operations
and achieving optimal performance can be accessed at
www.sael.co.in

The combination of policies and procedures adequately
addresses the risk associated with your Company's
business.

19. Vigil Mechanism

Section 177 of the Companies Act, 2013 requires every listed
company to establish a vigil mechanism for the directors and
employees to report genuine concerns in such manner as
may be prescribed. The Company has adopted the policy for
implementing Vigil Mechanism.

Vigil (whistle blower) mechanism provides a channel to
the employees and directors to report to the management
concerns about unethical behaviour, actual or suspected fraud
or violation of the code of conduct or policy. The mechanism
provides for adequate safeguards against victimization of
directors and employees who avail of the mechanism and
also provide for direct access to the Chairman of the Audit
Committee in exceptional cases.

This policy applies to all directors and employees of the
Company. All directors and employees of the Company are
eligible to make disclosures under this Policy in relation to
matters concerning the Company.

20. Anti-sexual harassment mechanism

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All women employees inter alia
permanent, contractual, temporary, trainees are covered
under this policy.

The Internal Complaints Committee is headed by Woman
Director on the Board. There were no complaints received
from any employee during the year under review and no
complaints were pending as on 31/03/2025.

21. Auditors
Statutory Auditors

The Members of the Company had appointed M/s. Agiwal
& Associates-Chartered Accountants (FRN: 000181N) as
Statutory Auditors, in the 33^rd Annual General Meeting (“aGm”)
held on 27/09/2022 for 2^nd term of 5 years. The Board had
been authorised by the members to fix their remuneration as
may be mutually agreed between the Board and the Statutory
Auditors from time to time. The Statutory Auditors have
confirmed their eligibility to continue as Statutory Auditors of
the Company for the Financial Year 2025-26.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies
Act, 2013, the Board of Directors, on the recommendation of
Audit Committee in its meeting held on 28/05/2025, has re¬
appointed M/s S. Bansal & Associates, Chartered Accountants
(FRN:002498N) as Internal Auditors of the Company for the
Financial Year 2025-26.

Cost Auditor

The provisions relating to maintenance of cost records and
Audit thereof are not applicable to your Company.

Secretarial Auditors

The Board in its meeting held on 28/05/2025 had reappointed
M/s. A Aggarwal & Associates- Company Secretaries (COP
No.: 7467) as Secretarial Auditors for the Financial Year 2025¬
26, who were also the Secretarial Auditors of the Company for
the financial year 2024-25 in compliance with Section 204 of
the Companies Act, 2013 and other applicable regulations. The
provisions of Regulation 24A of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 (‘LODR')
regarding appointment of Secretarial Auditor for term of 5 (Five)
consecutive years are not applicable to the Company in view of
exemption stated in Regulation 15 of LODR.

22. Auditor’s Report

The observations made by the Statutory Auditors in their
report have been adequately dealt with in the relevant notes
on accounts and need no further comments from the Directors.
There is no adverse remark in the report of Statutory Auditor
requiring comments from Directors.

The report of Secretarial Auditors is enclosed as Annexure
-C and no adverse comment or observation has been made
by Secretarial Auditors in the report requiring comments from
Directors.

23. Listing

The shares of the Company (Scrip Code-526477) are listed
at the BSE Ltd., Mumbai only. The Company has paid the

annual listing fees for the financial year 2025-26 to the said
Stock Exchange and also paid Annual Custody Fees for the
financial year 2025-26 to both depositories viz. NSDL and
CDSL.

24. Deposits

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

25. Green Initiative in Corporate Governance:

As a continuing endeavour towards the Go Green Initiative,
the Company has been sending documents like the notice
calling the general meeting, audited financial statements,
directors' report, auditors' report etc. in electronic form, to
the email addresses provided by the members directly or
made available to us by the depositories, besides regular
correspondence. The electronic mode is both economical and
speedier compared to physical documents. Members who
hold shares in physical form are, therefore, requested to get
their e-mail addresses registered and intimate any change in
such e-mail ID so registered to the Company or its Registrar
& Share Transfer Agents- RCMC Share Registry Pvt. Ltd. In
respect of electronic holdings, members are requested to
register their e-mail addresses with the depository through
their concerned depository participants. Even after registration
of e-mail ID, members are entitled to be furnished, free of
cost, a printed copy of the annual report of the Company,
upon receipt of a requisition from them.

26. Subsidiary/Associate Companies/Holding Company

Pursuant to members' approval dated 26/03/2025 through
Postal Ballot, the entire stake in Chai Thela Private Limited
(‘CTPL') was sold by the Company and therefore, CTPL ceased
to be subsidiary w.e.f. 28/03/2025. However, till 27/03/2025
CTPL was subsidiary of the Company and the Consolidated
Financial Statements for the year ended 31/03/2025 include
financial statements and other financial information of CTPL
for the period from 01/04/2024 to 27/03/2025 pursuant to
Section 129(3) of the Companies Act, 2013. For the statement
in respect of the subsidiary/associate companies in Form
AOC-1, please refer to note no. 34.17 of Consolidated Annual
Accounts of the Company for the year under review.

VLS Capital Limited (CIN: U67190DL1985PLC022302)
continue to be the Holding Company and hold 59.61% of paid-
up capital of the Company. The holding of Promoter/Promoter
Group was about 61.08% as on 31/03/2025.

27. Statutory Information

a. The information as required under Section 134(3)(m) of the
Companies Act, 2013 read with rules thereunder, with respect
to Conservation of Energy and Technology Absorption is
enclosed as Annexure -D and forms part of this report.

b. There was no proposal during the year under review for buy
back of shares by the Company.

c. Your Company has not made any investment or provided any
loan or guarantee exceeding the limits under Section 186 of
the Act, nor has it issued equity shares with differential voting
rights or has any scheme of stock options for its employees.
Hence, no disclosure is required.

d. Your company has not approved any scheme relating to
provision of money to be held in a trust for the benefit of
employees in terms of Section 67(3)(b) of the Companies
Act, 2013. Further, the Company has not issued any equity
shares with differential voting rights or under ESOP in terms
of sections 43(a) and 62(1)(b) of the Companies Act, 2013.

e. No revision of financial statements or Board's Report has been
made in terms of Section 131(1) of the Companies Act, 2013.
Further, there were no material changes or commitments
affecting financial position of the Company occurred between
the year under review and date of this report.

f. No material orders were passed during the year under review
impacting the going concern status and operations of the
Company. Further, there was no one time settlement with
Bank/ Financial Institutions during the year under review.

g. There was no change in the name or nature of business of
your Company during the year under review.

h. The books of accounts of the Company and other relevant
papers have been kept and maintained at the corporate office
of the Company in the building at Plot No. 90, Okhla Industrial
Estate, Phase-III, New Delhi-110020 instead of registered
office of the Company at Kanpur.

i. The registered office of the Company at Kanpur has been
changed from Ground Floor, Flat No. GF-13, 14, Vrindavan
Residency, Plot No. 834, K- Block, Kidwai Nagar, Kanpur
Nagar, Uttar Pradesh -208011 to new premises at Room No.
1, 4/25 Gagan Deep, Triveni Nagar, Meerpur Cantt, Kanpur,
Uttar Pradesh - 208004 w.e.f. 01/06/2024.

j. No penalty was imposed in Financial Year 2024-25.

k. Neither any application has been made nor any proceeding is
pending under Insolvency and Bankruptcy Code, 2016 during
the year under review. Further no loan from Bank or financial
institution was obtained in the said period and therefore, the
provision relating to disclosure of variation in valuation in
terms of Rule 8 (5) (XII) of Companies (Accounts) Rules, 2014
is not applicable for the period under review.

l. The Auditors have not reported any fraud in terms of section
143(2) of the Companies Act, 2013 for the period under
review.

m. In the annual financial statements for the year under review,
the disclosures on those items where value for the year
under review and corresponding previous year was Nil had
been dispensed with, though required to be disclosed under
applicable regulations.

28. Consolidated Financial Statements

In compliance with Section 129(3) of the Companies Act,
2013, the consolidated financial statements in accordance
with the prescribed accounting standards are annexed to
the audited annual accounts for the year under review. The
Financial Statements of Chai Thela Pvt. Ltd. (‘CTPL') as
on 31/03/2025 have not been enclosed with Consolidated
financial statements because CTPL was not subsidiary as on
31/03/2025 and financials upto 27/03/2025 i.e., till the date
CTPL was subsidiary had been included in consolidated
financial statements for the year under review.

29. Acknowledgement

Your Directors wish to express their sincere appreciation and
gratitude to the Company's bankers and all associates of the
Company including the clients of trading business for their
valuable cooperation and continued support. They are also
thankful to you for the trust you have reposed in the Board.

For and on behalf of the Board of Directors

Date: 28/05/2025 Tej Bhan Gupta Anupam Mehrotra

Place: New Delhi Managing Director Whole Time Director

DIN:00106181 DIN:08608345