Sigachi Industries Ltd

To

The Members,

Your directors are pleased to present the 35^th Annual Report together with the audited financial statements for the year ended 31^st March 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

A summary of the Company's financial results for the Financial Year 2023-24 is as under:

(H In Lakhs)

During the year under review, the total income has increased to H 32,907.29 lakhs from H 29,699.54 lakhs of the previous year. Your company reported a Net Profit of H 4,101.43 lakhs (Previous Year of H 4,156.02 lakhs) after providing for Income Tax and Deferred Tax of H 1,412.26 lakhs (Previous Year of H 1,001.75 lakhs).

During the year under review, the total income has increased to H 41,064.49 lakhs from H 30,871.68 lakhs of the previous year. Your company reported a Net Profit of H 5,726.75 lakhs (Previous Year of H 4,353.62 lakhs) after providing for Income Tax and Deferred Tax of H 1,250.50 lakhs (Previous Year of H 1,094.26 lakhs).

The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

During the period under review and as on the date of this Board's Report, there was no change in Business. However, the company has expanded its business into nutraceutical, Food & Nutrition markets and API segment.

During the year under review, your Company transferred a sum of H 102.54 lakhs being 2.5 % of the Profit after Tax of the Financial Year to the general reserve. An amount of H 14,592.67 lakhs is proposed to be retained in the profit and loss account.

The Directors are pleased to recommend a Dividend of 10% i.e., Re. 0.10/- per equity share on the Paid-up Equity Share Capital of the Company for the financial year 2023-24. The total outgo on account of dividend, stands at H 3,28,19,498 /- for which necessary provision has been made in the accounts.

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their KYC requirements with the Company/ Bigshare Services (in case of shares held in physical mode) and Depositories (in case of shares held in demat mode).

In case the Dividend payable to any shareholder exceeds H 5000/- a tax of 10% will be deducted at source from the gross dividend. A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to cs@sigachi.com on or before 04.09.2024. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to cs@sigachi.com. The aforesaid declarations and documents need to be submitted by the shareholders on or before 04.09.2024.

In terms of Regulation 43A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations), the Dividend Distribution Policy was adopted to set out parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to the shareholders. The Policy is available on the website of the Company under the web link www.sigachi.com.

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

The provisions of Section 125(2) of the Companies Act, 2013 (the Act) do not apply as there was no amount in the unclaimed dividend account remaining unpaid for FY 2016-17 under subsection (5) of section 124 of the Companies Act, 2013. The details of Dividend of earlier years remain unclaimed by the shareholders as on 31.03.2024 are as given below:

Amt in H

Pursuant to provisions of Section 124 of Companies Act, 2013, the unclaimed dividend before the last date as mentioned above for the respective years, will be transferred to Investor Education and Protection Fund (IEPF) established by Government of India pursuant to Section 125 of the Companies Act, 2013.

The shareholders whose dividend is not yet claimed are requested to write to the Company/ RTA at the earliest for payment of the same.

There are no major material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report (i.e., 06.08.2024)

Ten (10) Board Meetings were held during the financial year ended 31^st March 2024. The details of the Board Meetings with regard to their dates and attendance is as mentioned below and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

1. Audit Committee

The Audit Committee was duly constituted and is in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations read with Section 177 of the Companies Act, 2013 and is included in the Corporate Governance report, which forms part of this report.

2. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company was duly constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 and is included in the Corporate Governance report, which forms part of this report.

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Company was duly constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 and is included in the Corporate Governance report, which forms part of this report.

4. IPO Committee:

The Company constituted an IPO Committee before the Initial Public Offer consisting of one Independent Director with Mr. Amit Raj Sinha as the Chairperson, Mr. Rabindra Prasad Sinha, Mr. S. Chidambaranathan and Mr. Sarveswar Reddy Sanivarapu as Members.

5. Risk Management Committee

The Company had been undertaking the activity of identifying key business and sustainability risks and taking actions to mitigate such risks from time to time. The matters related to risks and their management has been shared with the Board of Directors from time to time. However, a structured process is now felt necessary in the light of global sustainability risks faced by all businesses in the light of the challenges that have unfolded over the last 15 months. The Company has put in place a Risk Management Policy and has constituted a Risk Management Committee of the Board. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy under which various risks associated with the business operations are identified and risk mitigation plans have been put in place.

6. Transformation Committee

The Board of Directors in its meeting held on 27.05.2024 has reconstituted the Transformation Committee to

As of the end of the current Financial Year, the Company has a total strength of 6 Directors out of which 3 are Independent Directors.

In the Board meeting held on 06^th August 2024 Mr. Rabindra Prasad Sinha and Mr. Chidamaranathan Shanmuganathan were re-appointed as Whole-Time Director of the Company for a period of 3 years w.e.f 1^st November, 2024 subject to necessary approvals of the Members at the ensuing Annual General Meeting.

In the Board meeting held on 06^th August 2024 Mr. Amit Raj Sinha was re-appointed as Managing Director & CEO of the Company for a period of 3 years w.e.f 1^st November, 2024 subject to necessary approvals of the Members at the ensuing Annual General Meeting.

Mr. Rabindra Prasad Sinha and Mr. Chidambaranathan Shanmuganathan, Whole-time Directors being eligible have offered themselves to retire by rotation in the ensuing Annual General Meeting.

As required under Regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointments are given as Annexure A to the notice of the AGM forming part of this Annual Report.

Mr. Amit Raj Sinha, Managing Director & CEO, Mr. O. Subbarami Reddy, Chief Financial Officer and Mr. Vivek Kumar, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

Ms. Shreya Mitra has resigned as Company Secretary & Compliance Officer w.e.f 06.04.2024 and Mr. Vivek Kumar was appointed as Company Secretary & Compliance Officer w.e.f 27.05.2024.

monitor the growth of business of the Company. Details of the member of the Committee are:

The Company has, inter alia, received the following declarations from all the Independent Directors as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015 confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act;

c. they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

There was no revision of the financial statements for the year under review.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

The authorized share capital as at March 31, 2024 was H 4300.00 Lakhs and the paid-up Equity Share Capital as at March 31, 2024 stood at H 3281.94 Lakhs.

During the year under review, Board of Directors of the Company in its meeting held on 09.10.2023 has allotted 1,60,51,900 equity shares of Re. 1/- each to Non-Promoters on conversion of 16,05,190 warrants (Post Split -1,60,51,900) and the paid up capital has increased from H 30,74,25,001 toH 32,34,76,900

During the year under review, Board of Directors of the Company in its meeting held on 06.03.2024 has allotted 47,18,080 equity shares of Re 1/- each on conversion of 47,18,080 warrants and the paid up capital has increased from H 32,34,76,901 to H 32,81,94,980.

The Company has not accepted/renewed any deposits from the public/members under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22^nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company has complied with these requirements within the prescribed timelines.

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Policy of the Company on prevention of Insider Trading lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors other than the Sitting fees, and reimbursement of expenses.

Independent Directors are familiarized about the Company's operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the chairman are further facilitated to familiarize the incumbent Director about the Company/ its Businesses and the group practices. The details of the familiarization programme of the Independent Directors are available on the website of the Company at the link: https://sigachi.com/

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis.

The company has appointed M/s PSRV & Co. LLP, Chartered Accountants to audit the internal control systems of the company for FY 2023-24 and there are no major observations reported in their reports.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure IV and forms part of this Report.

The CSR Committee was constituted as per Section 135 of the Companies Act, 2013 and Rule 5 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as disclosed in the Corporate Governance report.

Disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 in prescribed form is enclosed as Annexure II to the Directors Report. During the financial year 2023-24, the Company has spent H 93.65 lakhs

towards various CSR activities in line with the requirements of Section 135 of Companies Act, 2013. Areas of Activities undertaken by the Company are Eradicating hunger, poverty and malnutrition & making available safe drinking water.

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position.

The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report.

The Board affirms that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

In compliance with requirements of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has laid down a Nomination & Remuneration policy.

The salient features of the NRC Policy are as under:

1. Setting out the objectives of the Policy

2. Definitions for the purposes of the Policy

3. Policy for appointment and removal of Director, KMP and Senior Management

4. Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management & other employees.

5. Remuneration to Non-Executive/ Independent Director.

The Nomination and Remuneration Policy is available on the website of the company, the link to which is: https://www. sigachi.com/Policies/6.pdf

PerformanceoftheBoardandBoardCommitteeswasevaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility

039 towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held on 27^th May 2024. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm's length basis and in the ordinary course of business.

Form AOC-2 has been attached as an Annexure- III to the Directors' Report.

The Company has not given loans, Guarantees or made any investments (except for parking excess funds in FDs with Scheduled banks, as and when required) during the year under review attracting the provisions under section 186 of the Companies Act, 2013.

During the financial year M/s. T. Adinarayana & Co, Chartered Accountants has resigned as Statutory Auditors of the Company w.e.f. 09.09.2023.

Further, the Board of Directors in its meeting held on 09.09.2023 appointed M/s. M S K A & Associates, Chartered Accountants of the Company to fill the casual vacancy. However, the said appointment did not receive the requisite majority in the EGM held on 11.11.2023.

Further, the Board of Directors in its meeting held on 11.11.2023 and in the EGM held on 05.02.2024 appointed M/s. Rakesh S Jain & Associates (Firm Registration No. 010129S) Chartered Accountants of the Company as Statutory Auditors of the Company to hold office up to the conclusion of 35^th Annual General Meeting of the Company.

The Company received Special Notice on 02.08.2024 from Ms. Sushma Toshniwal holding more than 500000 shares together with the Resolution proposed to be passed at the forthcoming 35^th Annual General Meeting to appoint a person other than a Retiring Auditor i.e., to appoint M/s. Yelamanchi & Associates, Chartered Accountants as Statutory Auditors, for a period of 5 years from conclusion of this 35^th Annual General Meeting until the conclusion of 40^th Annual General Meeting, under Section 140(4) of the Companies Act, 2013 read with Section 115 of the Companies Act, 2013.

The Board of the directors in its meeting held on 06.08.2024 has appointed M/s. Yelamanchi & Associates, Chartered Accountants as Statutory Auditors of the Company for a period of 5 years subject to approval of members of the company in the ensuing Annual General Meeting.

The Auditors' Report for fiscal 2024 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated audited financial results of the Company for the Financial Year ended March 31, 2024 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and held valid certificate issued by the Peer Review Board of the ICAI.

Your Company is required to make and maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

M/s. MPR & Associates (Registration No. 000413), Cost Accountants carried out the cost audit of products included under CTA CODE 3912 in relation to the financial year ending 31^st March 2024. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for the year ending 31^st March 2025.

The Company has maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Board has re-appointed M/s MPR & Associates, Cost Accountants, Hyderabad as Cost Auditors of the Company for the Financial Year 2024-25.

Pursuant to the provisions of Section 134(3) (f) &Section 204 of the Companies Act, 2013, the Board has appointed Ms. Aakanksha, Practicing Company Secretary, as the Secretarial Auditor of the Company. She has undertaken Secretarial Audit of the Company for financial year ending 31^st March 2024.

The Board has re-appointed Ms. Aakanksha as Secretarial Auditor of the Company for the Financial Year 2024-25.

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed Ms. Aakanksha, Company Secretary in practice as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024.

The Secretarial Audit was carried out by Ms. Aakanksha, Company Secretary in practice for the financial year ended March 31, 2024.

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2024 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013.

The Report given by the Secretarial Auditor is annexed herewith as Annexure- V and forms integral part of this Report. Following are the observations made by the Secretarial Auditor in Secretarial Compliance report and Secretarial Audit Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/ guidelines issued thereunder.

The Company has filed the Annual Secretarial Compliance Report for the year 2023-24 with the BSE Ltd and National Stock Exchange of India Limited, as provided by the Practicing Company Secretary was filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations.

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the

Company, M/s PSRV & Co. LLP, Chartered Accountants for the Financial Year 2023-24.

Deviations are reviewed periodically and due compliances were ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed by M/s PSRV & Co. LLP, Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2024-25.

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies

Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a quarterly basis.

Risk Management Committee of the Board of Directors of your Company assists the Board in:

(a) overseeing and approving the Company's enterprise-wide risk management framework; and

(b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

Pursuant to Section 134(3)(n) of the Companies Act, 2013 the Company has formulated and implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is no impact on the Company in case any of these risks materialize.

The Board of Directors has formulated a Vigil Mechanism

/ Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behavior and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee sought or was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The link to our Vigil Mechanism Policy is https://www.sigachi.com/Policies/15.pdf.

The Managing/Whole time Director of the Company did not receive any remuneration from the subsidiaries companies.

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that we 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 profit and loss of the Company for that period;

c. that proper and sufficient care has been taken 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;

d. that the annual accounts have been prepared on a going concern basis;

e. that the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively;

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-VI and attached to this report.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act') and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the website at www.sigachi.com.

As per the provisions of Section 4 of Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and all other applicable, if any, provisions for the time being in force read with rules & regulations framed under the Act and subject to such guidelines issued from time to time for the protection of women against sexual harassment at the workplace, the Board re-constituted the Internal Committee (IC) in its meeting held on 06.08.2024 as follows:

All employees are covered under this policy. During the year 2023-24, there were no complaints received by the Committee.

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report and is annexed as Annexure VII.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and company's operations in future.

The properties and assets of your Company are adequately insured.

The Company has availed Working Capital facilities and Term Loan from Kotak Mahindra Bank and ICICI Bank.

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is disclosed on the website www.sigachi.com.

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs and other Secretarial Standards voluntarily adopted by the company.

During the year under review, Trimax Bio Sciences Private Limited has become subsidiary of the company. The Company's subsidiary Company Sigachi MENA FZCO has announced formation of a Joint Venture (JV) "Sigachi Arabia" with Saudi National Projects Investment Limited (SNP).

Performance of Subsidiary Companies

Sigachi US Inc. The turnover of the Company for year ended 31.03.2024 stood at H 79.13 crores and the profit was H 16.53 crores. The Committee commended the impressive performance of the Company particularly the growth in profits as compared to the previous quarter and previous year. This increase in profit was due to better quality of product and competitive pricing.

Sigachi MENA FZCO- The turnover of the Company for year ended 31.03.2024 stood at H 4,91,91,394 and the Loss was H 1,62,89,540/-. Business opportunities are being created through Joint Ventures.

Trimax Bio Sciences Pvt Ltd. The company made a total income of H 47.73 crores as on the year ended 31.03.2024 which includes both trading and manufacturing. The loss was (2,78,30,385) at the end of financial year 2023-24. Sale of the API is primarily in the domestic market i.e., unregulated market and the Company is working to make the products which are registered with USFDA. The impediment is absorbing the technology which is commercially viable which will improve the capacity utilization.

The information on the subsidiaries, Sigachi US Inc., & Sigachi MENA FZCO and Trimax Bio sciences Pvt Ltd pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure–I in Form AOC-1. The Company's wholly owned Subsidiary Company Sigachi MENA FZCO is having joint venture Sigachi Arabia. However, the Company does not have any holding and associate Companies during the year under review.

In the financial year ended March 31,2024 there have been no instances, wherein companies have become or ceased to be subsidiaries, associates and joint ventures except acquisition of 80 % stake in Trimax Bio Sciences Private Limited which is a Subsidiary of the Company.

The Consolidated Financial Statements of your Company for the year ended March 31, 2024 have been prepared in accordance with the provisions of Section 129(3) of the Companies Act and applicable Accounting Standards and form part of this report.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with first proviso of Section 129(3) of the Companies Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary Company in Form AOC-1 is appended to this report, which forms part of the Financial Statements. The separate Audited Financial Statements in respect of the all the subsidiaries are also available on the website of the Company at www.sigachi.com

The Company has implemented all of its major stipulations as applicable under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, and a report on Corporate Governance duly audited is appended as Annexure VIII for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

The Management Discussion and Analysis Report, for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and Segment-wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure IV for information of the Members.

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company www.sigachi.com.

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility.

The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

The Directors would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

No corporate insolvency resolution process was initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

During the year under review, there has been no one-time settlement of loans taken from banks and financial Institutions.

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2024.

The Managing Director cum CEO and CFO certification on the financial statements under regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2023-24 is annexed in this Annual Report as Annexure IX.

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure X(a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure X(b).

In terms of section 136 of the Companies Act, 2013 the said annexure is open for inspection at the registered office of the Company during the working hours. Any member interested in obtaining a copy of the same may write to the Company.

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. Rabindra Prasad Sinha Whole-time Director, Mr. S Chidambaranathan Whole-time Director and Mr. Amit Raj Sinha Managing Director of the Company to the median remuneration of the employees is 1:0.021, 1:0.021 and 1:0.013 respectively.

All Members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2023-24. A declaration signed by the Managing Director affirming compliance with the Company's Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2023-24 as required under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report which is appended as Annexure ‘XI' and forms part of this Report.

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors)

Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.

All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior Management for the financial year 2023-24. The Company had sought the following certificates from independent and reputed Practicing Company Secretaries confirming that:

a. none of the Director on the Board of the Company has been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder and the Listing Regulations.

During the year under review, the Company has not taken up anyof the following activities except as mentioned below:

1. Issue of sweat equity share: NIL

2. Issue of shares with differential rights: NIL

3. Issueofsharesunderemployee'sstockoptionscheme:NIL

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NIL

5. Buy back shares: NIL

6. Disclosure about revision: NIL

7. Preferential Allotment of Shares:

The Board of Directors in its meeting held on 29.06.2023 and the shareholders in the EGM held on 26.07.2023 has approved to issue not exceeding 1,10,00,000 convertible warrants on preferential basis to certain identified promoters and non-promoters/entities.

The Board of Directors in its meeting held on 10.08.2023 has approved to allot 1,09,75,000 Convertible warrants to promoters and non-promoters.

The Board of Directors in its meeting held on 09.10.2023 has allotted 1,60,51,900 equity shares of Re 1/- each to Non-Promoters on conversion of 16,05,190 warrants (Post Split -1,60,51,900) the Board of Directors of the Company in its meeting held on 06.03.2024 has allotted 47,18,080 equity shares of Re 1/- each on conversion of 47,18,080 warrants.

8. Rights Issue of Shares: NIL

The shareholders in the EGM held on 07.09.2023 has approved for Sub-Division (Stock Split) of 1 Equity Share of Face Value of H 10/- each into 10 Equity Shares of Face Value of Re.1/- each. The record date was fixed as 09.10.2023 for stock split of Equity Shares.

The Company has been awarded Care A- (stable) credit rating for its long-term bank facilities by Care Ratings Limited.

The Company is also assigned by Care Ratings a Care A-(stable) long-term rating and A2 for short term rating. The rated instrument reflects strong degree of safety and lowest credit risk.

AWARDS AND RECOGNITIONS: a. Sigachi Industries has been re-certified as a Great Place to work by the Great place to work Institute b. Silver Rating from EcoVadis, a globally renowned ESG rating platform

The Company has set up a Corporate Office at Plot No.G 57/2, Survey no.70 & 174, Sultanpur Village, Patancheru Mandal, Hyderabad, Sanga Reddy District, Telangana- 502319 and the operations from the said Corporate office commence from Monday, 4^thSeptember 2023.

The shareholders in the EGM held on 07.09.2023 has approved to relocate the CCS project to the State of Gujarat wherein the Company's manufacturing facilities are already existing at Jhagadia and Dahej with adequate area of land, which amounted to variation in terms of the ‘Objects of the IPO'.

The shareholders in the EGM held on 05.02.2024 has approved for extension of the estimated timeline upto 31.03.2026 for utilization of the funds for the manufacture of Croscarmellose Sodium (CCS) at Dahej, Gujarat State, while there is no change in the proposed project of manufacturing Croscarmellose Sodium and in the amount earmarked for setting up of the same.

During the period under review, the Company has not entered any agreement or MOU.

Your directors place on records their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to the Company activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed in the Company.