Seya Industries Ltd

(Company under Corporate Insolvency Resolution Process)

Presentation on 34^th Annual Report highlighting the business and operations of the Company on a standalone basis and the audited financial statement for the Financial Year (FY) 2023-24.

The National Company Law Tribunal ("NCLT"), Mumbai Bench, vide order dated 2nd November 2023 passed in CP (IB) 446 MB 2023 has initiated corporate insolvency resolution process ("CIRP") against the company. Mr. Bhavesh Rathod, IP Registration No. IBBI/IPA-001/IP-P01200/2018-2019/11910 has been appointed as Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of the insolvency and bankruptcy Code 2016 ("Code). In line with the provisions of the Code, the powers of the Board of Directors stand suspended and the same are being exercised by IRP/RP.

In terms of Regulation 15 (2A) & (2B) of SEBI (LODR) Regulations, 2015, the provisions of Regulations 17,18,19, 20 and 21 in relation to Board of Directors, Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee respectively, shall not be applicable in respect of a listed entity which is undergoing CIRP under the Code as the role and responsibilities of the Board of Directors and committees as specified under regulation 17,18,19, 20 and 21 of SEBI (LODR) Regulations, 2015 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency and Bankruptcy Code, 2016.

Financial Performance

State of Company Affairs

The Company is in the business of manufacture of speciality chemical intermediates having applications in the manufacture of Pharmaceuticals (like Paracetamol, floxacins, etc), Personal & Health Care Products (like Hair dyes), Printing Inks & Paints (used in Laser/Ink jet Printers, for Road markings, etc), Agrochemicals (like DDT, etc) Insecticides/Pesticides (like Quinalphos, Mortein, Baygon, etc), Rubber chemicals (for Leather protection), Textile dyes, Thermic fluids (used as heating medium), etc.

The Company's manufacturing operations are presently suspended due to the challenging economic landscape in Global & Domestic Chemical Markets and more particularly due to paucity of working capital and maintenance capex as the Company is in CIRP.

Dividend

In absence of divisible profits, the Board/IRP has not recommended any dividend during the year under review.

Share Capital

During the period under review there was no change in the Share Capital of the Company.

Management Discussion & Analysis and Corporate Governance Reports

Pursuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Management Discussion & Analysis and the Corporate Governance Report are presented in a separate section forming part of the Annual Report.

Corporate Insolvency Resolution Process (CIRP):

The company is under CIRP and following action taken by the IRP during the CIRP period:

Below mentioned compliances with Stock Exchanges are done by IRP during the Financial Year

Finance, Term Loans and Working Capital

NA. The Company is under CIRP

Reserves & Surplus

During the period under review, there has been no transfer to the general reserve.

Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

Directors and Key Managerial Personnel Directors

In line with the provisions of the Code, the powers of the Board of Directors stand suspended and the same are being exercised by IRP

Key Managerial Personnel (KMP)

In terms of the Provisions of Section 2(51) and Section 203 of the Act, the following are KMP of the Company

• Mr. Amrit Rajani - Chief Financial Officer

• Ms. Manisha Solanki - Company Secretary

Independent Directors

The Independent Directors are not liable to retire by rotation in terms of Section 149 (13) of the Act. In accordance with Section 149 (7) of the Act, each independent Director has given a written declaration, to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149 (6) of the Act and the Listing Regulations.

As the CIRP is in place the powers of the Board of Directors stand suspended and the same being exercised by the IRP.

Performance evaluation of Board, its committees and of Director's

The Board recognise the Importance of reviewing and improving upon its performance. For this purpose, they discuss the effectiveness of the functioning of the Chairman, Executive Directors, and other Directors and to agree ways in which performance can be further improved looking at the likely needs in future.

A structured questionnaire was prepared after taking into consideration, various aspect of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance.

The Performance evaluation of the Chairman and Non-independent Directors was due in March 2024 quarter however, due to initiation of CIRP Proceeding the same is not carried out.

Familiarization Programme for Independent Directors

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industries.

The Details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company under the link http://www.seva.in/wp- content/uploads/2011/06/Familiarization-Program for- Independent-Directors-Seya.pdf

Procedure for Nomination and Appointment of Directors

NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial conditions and compliance requirements.

NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a director's appointment or reappointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

During the period under review (till initiation of CIRP), the Board has also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the business and sectors applicable to the Company and those actually available with Board.

Policy on Directors' Appointment and Remuneration Including criteria for determining Qualifications, Positive Attributes and Independence of a director

The Company has in place Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the listing Regulations which is set out in Annexure I which forms part of this Report.

Meetings of the Board & Committees

During FY 2023-24 (till the Initiation of CIRP), Three (3) Board Meetings were held. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been set out in the Report on Corporate Governance.

Employee Stock Option/Sweat Equity/Preferential Allotment

The Company has not issued any Employee Stock Options/Sweat Equity or Shares as Preferential allotment during the period under review.

Directors'/IRP Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors/IRP, based on the representations received from the Operating Management and to the best of their knowledge and ability, confirms that for the year ended March 31,2024:

a. In the preparation of the Annual accounts the applicable accounting standards have been followed and that there is no material departures.

b. They have selected such accounting policies and applied them consistently and made judgements 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. They have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared annual accounts on a 'going concern basis.'

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. Proper system has been devised to ensure compliance with provisions of all applicable laws and that such systems are adequate and operating effectively.

Disqualification of Director

No Director of the Company is disqualified under any law to act as a director.

Insider Trading Proceedings/ Enquiry

No such enquiry/proceeding has ever been initiated/pending against the Company.

Contracts & Arrangements with Related Parties

All related party transactions (if any) entered into were on an arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on company's website at the link http://www.seya.in/wp-content/uploads/2011/06/ Related- Partv-Transactions-Policv-Seva.pdf

The details of the transactions with related parties are provided in the accompanying financial statements.

Corporate Social Responsibility (CSR)

During FY 2023-24, your Company did not meet the applicability criteria specified u/s. 135(1) of the Companies Act, 2013.

The CSR Policy is available on the Company's website.

Material changes and commitments, if any, affecting the financial position of the Company

There were no material changes and commitments which adversely affected the financial position of the Company after the end of Financial Year to the date of report except as described in note no. 30 of the accompanying financial statements.

Significant or Material orders passed against the Company

During the period under review the National Company Law Tribunal ("NCLT"), Mumbai Bench, vide order dated 2^nd November 2023 passed in CP (IB) 446 MB 2023 has initiated corporate insolvency resolution process ("CIRP") against the company.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Internal Financial Control

Internal Financial control systems of the Company are commensurate with its size and the nature of its operations, these have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant status, safeguarding assets from unauthorised use, executing transactions with proper authorisation an ensuring compliance of corporate policies. The Company has well defined delegation of power with authority limits for approving revenue as well as expenditure, both capital and revenue. The Company uses an established ERP System to record day to day transaction for accounting and financial reporting.

The Company maintains an adequate and fair system of internal control based on well-established policies and procedures designed for transparent operations. The management is regular in reviewing, on periodic basis, issues and concerns that have or could have an effect on the operations, functioning or performance of the Company

Statutory Auditors & Its Report

As per provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, the Board of directors of the Company proposing to re-appoint M/s. Thacker Butala Desai (Firm Registration No. 110864W), as the Statutory Auditors of the Company and to hold the office from the conclusion of this Annual General Meeting till the conclusion of 37^th Annual General Meeting at a remuneration to be mutually agreed by the Management of the Company and the Auditors.

The Company has received a written consent and certificate from M/s. Thacker Butala Desai (Firm Registration No. 110864W), confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Statutory Auditor's report read together with relevant notes thereon form an integral part of the Financial Statement of this Annual Report and are self-explanatory and hence do not call for any comments.

Secretarial auditor & Its Report

In terms of Section 204 of the Act and Rules made there under, M/s. Subhash Purohit & Associates, Practising Company Secretary have been appointed as Secretarial Auditor of the Company. The Report of the Secretarial Auditors is enclosed as Annexure - III to this report.

Report on Secretarial Auditors for the year ended March 31, 2024, contains few remarks, the Board of Directors would like to state following:

Delayed Submission of Share Holding Pattern and Reconciliation of share capita Audit - Depositories had block the Benpos hence there was delay in filling the said reports

Maintenance of Structural Digital Database as per Regulation 3(5) & 3(6) of SEBI (prohibition of Insider Trading) Regulation, 2015 - the Company is under IBC and financial constrain, the Company is not in position to purchase the high-cost software, hence, the database is maintained in excel form. However, the Company shall make all endeavor to Comply with the provisions in full at the earliest, once it seems viable for the Company.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this report.

Audit & Risk Management Committee

The Board (till the initiation of CIRP) has accepted the recommendations made by the Audit & Risk Management Committee from time to time. Details about the meetings held during the year is provided in the Corporate Governance Report.

Whistle Blower Policy and Vigil Mechanism

In accordance with the provisions of Section 177 (9) of the Act, and Regulation 22 of the Listing Regulations, your Company has a vigil mechanism which has been adopted in the form of Whistle Blower Policy. The policy has been formulated with a view to provide a mechanism for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use vigil mechanism and for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is uploaded on the website of Company and the link is http://www.seva.in/wp-content/uploads/7011/06/Whistlehlower- policy SEYA 1.pdf

Share Registrar and Transfer Agents

The Company's Registrar & Transfer agents for shares are M/s. Link Intime India Private Limited (RTA). RTA is duly registered with SEBI. The contact details of RTA are mentioned in the Report of Corporate Governance.

Investors are requested to address their queries, if any, to RTA;

Listing

The Company's equity shares continue to be listed at BSE and NSE. Listing fees are paid for FY 2024-25 to both the stock exchanges

Consolidated Financial Statements

There being no subsidiaries and associates' companies, disclosure requirements pursuant to Regulation 33 & 34 of the Listing Regulation are not applicable.

Subsidiaries/Joint Ventures/Associate Companies

As on March 31,2024, the Company did not have any subsidiary, join venture or associate company. Since the Company doesn't have any subsidiary, a policy on material subsidiary has not been formulated.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013, during FY 2023-24

During the period under review, the Company has not given any loans, guarantees or made investments under Section 186 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to the provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014, are provided in Annexure - IV to this Report.

Investor Education and Protection Fund (IEPF)

In view of the moratorium u/s 14 of the Insolvency & Bankruptcy Code, 2016 being in force against the Company, the action of transferring funds lying in the Unpaid Dividend Account of the Company to Investor Education and Protection Fund, as per the provisions of sub-section (5) of Section 124 of the Companies Act, 2013, has been kept in abeyance and shall be subject to orders of the Hon'ble NCLT.

Human Resources Management and Industrial Relations

During the year under review, your Company's industrial relations at all manufacturing and other locations have remained amicable.

Particulars of Employees

The Information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are given as Annexure V to this Report.

None of the Company's Employees were covered by the disclosure requirement pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Environment, Health and Safety

Your Company has well-equipped Occupational Health Centres at all its manufacturing locations to monitor health of employees on regular basis. It also monitors employees for any indications of lifestyle or work-style related diseases and provides counselling. Your Company regularly monitors the occupational health of employees working in designated hazardous areas with respect to exposure to hazardous chemicals and processes.

The employees are continuously educated and trained to improve their awareness and skills. Environment, Health and Safety (EHS) targets assigned to each division to reduce resource consumption

The manufacturing location of your Company have a well-defined Environment Management System. It follows well mapped procedure in order to select projects, assess impacts on society and environment and mitigate any adverse impacts.

Management System at all manufacturing plants have been assessed and have certifications like ISO 9001:2015.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with.

Green Initiatives

Electronic copies of the Annual Report and Notice of General Meetings are sent to all the Members whose email addresses are registered with the Company for communication purposes.

Prevention of Sexual Harassment at Workplace

The Company is conscious about gender diversity and promotes equal opportunity employment to have a work where employees hold their head high with dignity.

The Company has zero tolerance towards any act which may fall under the ambit of Sexual Harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules.

The following is the summary of the Complaints received and disposed-off during the financial year 2023-24:

Annual Return

Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual return has been placed on the website of the Company www.seya.in

General

The Notes forming part of the Accounts are self-explanatory or to the extent, necessary, have been dealt with in the preceding paragraphs, of the Report.

Acknowledgement

The Board of Directors/Interim Resolution Professional places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the cooperation extended by them. We would like to express their appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, financial institutions, employees, Customers, suppliers and other business associates.