South Asian Enterprises Ltd

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 under review.

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

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.

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)

#Died on 05/04/2024

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:

@ Died on 05/04/2024. # Appointed w.e.f. 12/08/2023.

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:

The Nomination and Remuneration Committee as on 31/03/2024 comprised of Shri Prem Narain Parashar - Chairman, Shri Adesh Kumar Jain, Shri Priya Brat and Dr. (Mrs.) Neeraj Arora as members of the committee. During the year ended 31/03/2024, 2 (Two) meetings of the Committee was held on 24/05/2023 and 12/08/2023. 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:

As on 01/04/2023 the Stakeholders Relationship Committee comprised of Shri K. K. Soni - Chairman and Shri T. B. Gupta-Member. During the year ended 31/03/2024, 6 (Six) meetings of the Committee were held on 28/04/2023, 10/06/2023, 29/08/2023, 06/11/2023, 20/12/2023 and 28/03/2024. There was no 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 was no complaint pending as at the end of the year under review.

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.

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 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.

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 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