Your Directors present the 35^th Annual Report of your Company
with the Audited Annual Accounts for the year ended 31^st March,
2024.

1. Financial Results (Rs. in Lakhs)

2. Management Discussion and Analysis
Financial Review

Your Company recorded a total income of Rs. 102.51 lakhs
and has incurred a net loss of Rs. 13.10 lakhs during the
year under review compared to previous year's income of
Rs. 64.11 lakhs and net loss of Rs. 25.53 lakhs. The revenue
in the segment of the marketing of earthing products and
execution of contracts for earthing and lightning protection
systems has increased to Rs. 54.24 lakhs i.e. by Rs. 27.52
lakhs as compared to Rs. 26.72 lakhs in the previous year.
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 a revenue of Rs. 1.69 lakhs during the
year under review compared to previous year's Nil revenue.

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 recurring loss in this segment is being

closely monitored to keep it to the minimum. The management
is examining the option to close down the unit permanently
since no breakthrough in renewal of lease process is foreseen
in near future and about 3 years have passed since expiry of
lease. The decision, however, will be taken as a last measure
after examining all aspects. The trading segment, dealing
in earthing and lightning protection systems business has
garnered more 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 attributable
to respective segments. In order to meet the challenge
of strained margins in amusement segment, the strategy
is to get the lease of Kanpur renewed at the earliest and
simultaneously to explore avenues for diversification. 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 14 as on 31/03/2024.

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 amusement park operations remained closed due to non¬
renewal of lease of park at Kanpur. The operations in trading
of electrical goods has fared better in spite of 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 Abhinav Shobhit (DIN: 10155183) aged about 27 years
was appointed as Additional Director in the category of
Non-Executive, Non-Independent Director w.e.f. 12/08/2023
by the Board and the members approved his appointment as
Non-Executive, Non-Independent Director liable to retire by
rotation in the AGM held on 26/09/2023.

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) aged about
70 years and Shri Anupam Mehrotra - Executive Director
(DIN: 08608345) aged about 58 years shall retire by rotation
at the ensuing Annual General Meeting and being eligible
have offered themselves for re-appointment. The Board
recommends their reappointment.

The 2nd term of Shri Priya Brat - Independent Director
will expire 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.

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, there was no change in Key Managerial
Personnel.

Details of remuneration paid to the Directors during the
financial year ended 31/03/2024:

(Amount Rs. in Lakhs)

6. Contracts with Related Party

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 Party 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. 33.04 in the Financial
Statements of the Company as on 31/03/2024.

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 2022-23 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 31/03/2024, 4 (four) Board meetings
were held in time in accordance with applicable regulations.
The meetings were held on 24/05/2023, 12/08/2023,
08/11/2023, 05/02/2024.

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

10. Audit Committee

The Audit Committee as on 31/03/2024 comprised
Shri Priya Brat - Chairman, Shri Prem Narain Parashar,
Shri K. K. Soni and Shri Adesh Kumar Jain. During the
year under review, there was no change in the constitution
of Committee. Two third of the members of the Committee
continue to be Independent Directors including its Chairman
and during the year ended 31/03/2024, 4 (Four) meetings
of the Committee were held on 24/05/2023, 12/08/2023,
08/11/2023, 05/02/2024. 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:

There was no complaint 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.

Pursuant to provisions of the Companies Act, 2013 and
applicable Regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board in its
meeting held on 24/05/2024 has carried out the evaluation of
its own performance and that of the Board Committees viz.
Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee besides Individual
Directors.

The evaluation has concluded that the Board and its
Committees are overall effective.

A separate exercise to review the performance of Non¬
Independent Directors and the Chairman was carried out by
Independent Directors in their meeting held on 28/03/2024
besides other matters. Their conclusion on all issues
discussed was satisfactory.

15. Independent Directors

The Independent Directors of your Company have complied
with the relevant provisions of the law relating to their

appointment and they continue to comply with the provisions
of the Companies Act, 2013 and the listing regulations. In
terms of the provisions of sub-section (6) of Section 149 of
the Act and Regulation 16 of the Listing Regulations, the
Company has received declarations from all the Independent
Directors of the Company stating that they continue to meet
with the criteria of independence as provided in the Act
and the Listing Regulations. Further, all the Non-Executive
Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, and
reimbursement of expenses, if any, incurred by them for the
purpose of attending meetings of the Company.

At present, the Independent Directors on the Board of
the Company comprises Shri Priya Brat -Chairman with
Shri Adesh Kumar Jain and Shri Prem Narain Parashar.

During the year ended 31/03/2024, 1 (One) meeting of
Independent Directors was held on 28/03/2024.

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

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, 2024, 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, 2024 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 31/03/2024.

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 2024-25.

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 24/05/2024, has
re-appointed M/s S. Bansal & Associates, Chartered
Accountants (FRN:002498N) as Internal Auditors of the
Company for the Financial Year 2024-25.

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 24/05/2024 had reappointed
M/s. A Aggarwal & Associates- Company Secretaries
(COP No.: 7467) as Secretarial Auditors for the financial
year 2024-25 who were also the Secretarial Auditors of
the Company for the financial year 2023-24 in compliance
with Section 204 of the Companies Act, 2013 read with
regulation 24A of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

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 2024-25 to the said
Stock Exchange and also paid Annual Custody Fees for the
financial year 2024-25 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

The consolidated financial results include the audited financial
results for the year ended 31/03/2024 of the Chai Thela Pvt.
Ltd. (‘CTPL'). For information pursuant to Section 129(3) of the
Companies Act, 2013 for the financial year ended 31/03/2024
in respect of the subsidiary/associate companies, please
refer to note no. 33.17 of Consolidated Annual Accounts of
the Company for the year under review.

VLS Capital Ltd. (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 31/03/2024.

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.
Shri T. B. Gupta was re-appointed as Managing Director

for a period of 3 years by a special resolution during the
year under review in the AGM held on 26/09/2023.

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 Mikky House, K-Block, Kidwai Nagar,
Kanpur- 208 011 (U.P.) to Ground Floor, Flat No. GF-13,
14, Vrindavan Residency, Plot No. 834, K- Block, Kidwai
Nagar, Kanpur Nagar, Uttar Pradesh -208011 w.e.f.
14/08/2023. In view of difficulties in renewal of lease of
present premises, the Board has approved shifting of
registered office 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. Keeping
in view the recurrent shifting of Registered Office, the
Board is also exploring the option to shift the registered
office of Company to Delhi in the premises where its
Corporate Office is situated.

j. No penalty was imposed in Financial Year 2023-24.

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.

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

T. B. Gupta Anupam Mehrotra
Date: 24/05/2024 Managing Director Whole Time Director
Place: New Delhi DIN: 00106181 DIN: 08608345