To The Members of SAT INDUSTRIES LIMTED
 
 The Directors of your Company have pleasure in
 presenting their Twenty Sixth Annual Report and the
 Audited Accounts of the Company for the year ended
 31.03.2011.
 
 FINANCIAL RESULTS
 
 Your Company''s performance during the year as compared with that during
 the Previous year is summarised below :
 
 Stand Alone                                       (Rs. in lakhs)
 
                                             2010-2011     2009-10
 
 Turnover                                     2039.58       1170.52
 
 Other Income                                    -           123.33
 
 Profit/Loss(-) before Tax,
 
 Interest and Depreciation                      15.87          8.81
 
 Interest                                        -             -
 
 Depreciation                                    9.49          8.28
 
 Profit/(Loss) before Tax                        6.38          0.53
 
 Less: Provision for Taxation                   (3.30)        (0.61)
 
 Profit/(Loss) after Tax                         9.68          1.14
 
 Profit available for appropriation              9.68          1.06
 
 Surplus carried from                          604.41        603.35
 
 Previous year
 
 Balance carried to Balance Sheet              614.09        604.41
 
 CONSOLIDATED
 
 Turnover                                     5175.77       6685.63
 
 Other Income                                    -           138.94
 
 Profit before Tax                             181.93        190.64
 
 Less: Provision for Taxation                   (3.30)        (0.61)
 
 Profit after Tax                              185.23        191.25
 
 Net Profit for the year                       185.23        191.17
 
 Profit after tax and Minority Int              
 
 Balance carried from last year.              8032.94       6046.59
 
 Balance carried to Balance Sheet             7582.71       8032.94
 
 DIVIDEND:
 
 With a view to conserve resources for future expansions etc., your
 Directors are unable to recommend any dividend for the year 2010-2011.
 
 OPERATIONS :
 
 During the year under review your Company has recorded a turnover of
 Rs.2039.58 lakhs(pr. yr.Rs.1170.52 lakhs) registering an increase of
 174.25 % and earned a net profit of Rs. 9.68 Lakhs (Pr.yr. Rs.1.14
 lakhs) after providing for tax of Rs. (3.30) Lakhs (pr.yr. Rs.0.61
 lakhs).
 
 DIRECTORS :
 
 Mr. Ramesh Chandra Soni is to retire by rotation and being eligible has
 offered himself for re-appointment.
 
 Mr. Sunil M. Jain was appointed as additional director on the Board of
 Directors of the Company with effect from 17-01-2011 and in accordance
 with the provisions of the section 260 of the Companies Act, 1956 and
 Articles of Association of the Company he ceases to be director of the
 Company at the commencement of the ensuing annual general meeting. The
 Company has received notice under section 257 of the Companies Act,
 1956 alongwith deposit of Rs. 500/- in respect of Mr. Sunil M. Jain
 proposing his candidature for the office of the director of the
 Company.
 
 Your Directors recommend the above appointment / re-appointment.
 
 FIXED DEPOSITS :
 
 The Company has not accepted any deposit from public during the year
 ended 31st March, 2011 under section 58-A of the Companies Act, 1956.
 
 LISTING OF SHARES :
 
 The Equity Shares of your Company are listed on the Bombay Stock
 Exchange Limited , Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400
 023 and the listing fees for the year 2010-2011, has been paid.
 
 PARTICULARS OF EMPLOYEES :
 
 During the year under review, no employee of the Company was in receipt
 of the remuneration in excess of the limits prescribed under section
 217(2A) of the Companies Act,1956, read with the Companies (Particulars
 of Employees) Rules, 1975, as amended.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUT GO:
 
 Pursuant to section 217(l)(e) of the Companies Act, 1956, read with the
 Companies (Disclosure of particulars in the Report of Board of
 Directors) Rules,1988, as amended, the relevant information is given
 below :
 
 A.  CONSERVATION OF ENERGY :
 
 The Company''s operations are not power intensive.  Nevertheless, your
 Company is taking every steps to conserve and minimise the use of
 energy wherever possible such as using energy efficient computer
 terminals, purchasing energy efficient equipments etc.
 
 B.  RESEARCH AND DEVELOPMENT :
 
 The Company has no formal research and development department but the
 Company is continuously making efforts to strengthen research and
 development activities to improve quality and reduce cost.
 
 C.  TECHNOLOGY IMPORT AND ABSORPTION :
 
 The Company has imported no technology.  Indigenous technology
 available is continuously upgraded to improve overall performance.
 
 D.  FOREIGN EXCHANGE EARNINGS AND OUT GO:
 
 The Company is making continuous efforts to explore new foreign markets
 and to enlarge its market of exports.
 
 The earning in foreign exchange of UAE Branch was Rs. 203957713/-
 (pr.Yr.Rs. 110092840/-)- Outgo in foreign exchange on accrual basis was
 Rs.  196344263/- (pr.  yr.  Rs.  123420479/-).
 
 CORPROATE GOVERNANCE :
 
 Pursuant to the Listing Agreement with the Bombay Stock Exchange
 Limited, Report on Corporate Governance is annexed herewith (Annexure
 A).  MANAGEMENT DISCUSSION AND ANALYSIS
 
 Pursuant to the Listing Agreement with the Bombay Stock Exchange
 Limited, Report on Management Discussion and Analysis Report is annexed
 herewith (Annexure B).  COMPANY SECRETARY :
 
 To appoint a company secretary, the Company is continuously making
 efforts and looking for right person but the efforts have not been
 materialised.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to section 217(2AA) of the Companies Act, 1956, it is stated
 that :
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to the materials departures ;
 
 (ii) The directors had selected such accounting policies and applied
 them consistently and made judgment 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 profit or
 loss of the Company for that period;
 
 (iii) The directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safe guarding of the assets of the Company
 and for preventing and detecting fraud and other irregularities;
 
 (iv) The directors had prepared the annual accounts on a going concern
 basis.
 
 SUBSIDIARY COMPANIES :
 
 The Company as of March 31, 2011 had three subsidiaries among which Sat
 Middle east Limited FZC and Sat E-Com Limited are wholly owned
 subsidiaries and other is Sat Reality Limited (holding 95.11%).
 
 The statement pursuant to Section 212 of the Companies Act,1956,
 containing details of subsidiaries of the Company, forms part of this
 Annual Report.
 
 In view of the exemption received from the Ministry of Corporate
 Affairs, Government of India vide letter no.  47/75/2011-CL-III dated
 01-02-2011 the Audited statement of Accounts , the Reports of the Board
 of Directors and Auditors of the Subsidiary companies are not attached
 as required under Section 212(8) of the Companies Act,1956.
 Shareholders who wish to have a copy of the full report and accounts of
 the subsidiaries will be provided the same on receipt of a written
 request from them. These documents will also be available for
 inspection by any shareholder at the Registered Office of the Company
 and head office of the subsidiary companies concerned on any working
 day during business hours. As directed by the Central Government, the
 financial data of the subsidiaries has been furnished in a single sheet
 in the consolidated Balance sheet, which forms part of the Annual
 Report.
 
 CONSOLIDATION OF ACCOUNTS :
 
 As required under clause 32 of the Listing Agreements with the Bombay
 Stock Exchange Limited, audited consolidated financial statements form
 part of the Annual Report.
 
 AUDITORS :
 
 (a) The Board of Directors of the Company have on the recommendation of
 the Audit Committee proposed that M/s R. Kabra & Co., Chartered
 Accountants, Mumbai be re-appointed as the Statutory Auditors of the
 Company and to hold the office from the conclusion of this meeting till
 the conclusion of the next Annual General Meeting of the Company. M/s
 R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their
 certificates to the Company stating that their re-appointment, if made,
 will be within the limit specified in that behalf in Sub-section (IB)
 of Section 224 of the Companies Act, 1956.
 
 (b) The Board of Directors of the Company on the recommendations of the
 Audit Committee decided to have the accounts of the Sharjah Branch
 (UAE) of the Company audited by a person other than the Statutory
 Auditors of the Company in accordance with the provisions of section
 228 of the Companies Act, 1956.
 
 Your Directors request you to appoint the auditors and fix their
 remuneration.
 
 AUDITORS'' REPORT :
 
 The Auditors'' observations are self explanatory and hence do not call
 for any further clarification under section 217 of the Companies
 Act,1956.
 
 ACKNOWLEDGEMENT:
 
 Your Directors would like to express their grateful appreciation for
 the assistance and co-operation received from the banks, Central and
 State Government Authorities etc. during the year under review.
 
 Your Directors wish to place on record their deep sense of
 appreciation for the devoted services of the executives, Staff and
 Workers of the Company for its success.
 
              for and on behalf of the Board of Directors
 
 H.K. Turgalia                             Shehnaz D. Ali
 
 Wholetime Director                    Wholetime Director
 
 Place : Mumbai
 
 Dated :   27.08.2011