Sicagen India Ltd

Your Directors are pleased to present the 20^th Annual Report and the Audited Financial Statements of the Company for the year ended 31^st March 2024.

FINANCIAL RESULTS

Financial performance of the Company for the year ended 31^st March 2024 is summarized below:

STATE OF COMPANY'S AFFAIRS Review of Operations

During the year 2023-24, the total revenue of the Company was Rs 48,304 Lakhs as compared to Rs 44,550 Lakhs for the previous year 2022-23. Profit before tax for the year 202324 was Rs 1,229 Lakhs as against Rs 1,983 Lakhs in the previous year.

• Building Materials division has posted a total revenue of Rs 39,294 Lakhs and a net profit of Rs 233 Lakhs in the current year as against Rs 35,868 Lakhs and Rs 407 Lakhs respectively in previous year.

• Power & Control Systems division has posted a total revenue of Rs 3,443 Lakhs as compared to Rs 2,967 Lakhs in the previous year. The net profit was Rs 620 Lakhs when compared to Rs 544 Lakhs in the previous year.

• Industrial Packaging division has posted total revenue of Rs 4,027 Lakhs this year as compared to

Rs 4,041 Lakhs previous year. The net profit of this division for the current year was Rs 599 Lakhs as compared to Rs 649 Lakhs previous year.

• Speciality Chemicals division has posted a total revenue of Rs 975 Lakhs and net profit of Rs 222 Lakhs as compared to X 1024 Lakhs and Rs 224 Lakhs respectively in previous year.

Dividend

Your directors are pleased to recommend a dividend of 60 paise per equity share (6% on equity capital of the Company) for the financial year 2023-24. Total dividend pay-out for the year is Rs 237 Lakhs and necessary tax on dividend will be deducted as per Income Tax Act. The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date (12.09.2024) fixed by the Board.

Merger of Subsidiary Company

The Scheme of Amalgamation of wholly owned subsidiary

Danish Steel Cluster Private Ltd with your Company was approved by the Hon'ble National Company LawTribunal, Chennai Bench vide Order dated 09.05.2024 and received by the Company on 14.05.2024. Consequent to the said Scheme, the aforesaid Subsidiary Company got merged with your Company with effect from 01.10.2021 (appointed date). As stated in the aforesaid note, effect to the terms of amalgamation will be given during the first quarter of FY 2024-25.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has complied with requirements and the details of which are disclosed hereunder.

1. Annual Return

As per Section 92(3) of the Companies Act, 2013, Annual return (Form MGT-7) of the Company is disclosed on Company's website under the web-link: https://www.sicaeen.com/investors/annual-return/

2. Number of Board Meetings

The Board of Directors met 5 (Five) times in the year 2023-24. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report, which forms part of this report.

3. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 Board of Directors confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(b) 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 profit and loss of the Company for that period.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(d) they have prepared the annual accounts on a going concern basis.

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

4. Details in respect of frauds reported by auditors

During the year under review, the Auditors have not reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

5. Statement on declaration given by Independent Directors

The Company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

6. Remuneration Policy

The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualification, positive attributes and independence of Directors. The following is the Remuneration Policy for both Executive and Non-Executive Directors which is also available on Company's web-link: https://www.sicaeen.com/investors/policies/

(i). For Executive Directors

The remuneration of the Whole Time Directors shall comprise of a fixed component and a performance linked pay, as may be recommended by the Nomination and Remuneration Committee and subsequently approved by the Board of Directors and Members. Performance Linked Pay shall be payable based on the performance of the individual and the Company during the year. Remuneration trend in the industry and in the region, academic background, qualifications, experience and contribution of the individual are to be considered in fixing the remuneration. These Directors are not eligible to receive sitting fees for attending the meetings of the Board and Committees.

(ii). For Non-Executive Directors

The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of theCompanyand as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of the directors and type of meeting. However, the fees payable to the Independent Directors and Woman Directors shall not be lower than the fee payable to other categories of directors. In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subject to the provisions of the Act and the Articles of Association, the Company in General Meeting may, by special resolution, sanction and pay to the Directors remuneration not exceeding 1% of the net profits of the Company computed in accordance with the relevant provisions of the Act. The Company shall have no other pecuniary relationship or transactions with any Non-Executive Directors.

7. Explanation of Board on qualification of Statutory Auditors & Secretarial Auditor, if any

The Auditors' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

As required by the Listing Regulations, the Practicing Company Secretary's certificate on corporate governance forthe financial year2023-24is enclosed as Annexure to this Annual report. The certificate does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure to this Annual report.

8. Particulars of loans, guarantees or investments given or made by the Company

During the year under review, Company has not given any loan, guarantee or provided any security and made any investments in excess of the limits prescribed under Section 186 of theCompanies Act, 2013. The information relating to investments, loans, etc., form part of the notes to the financial statements provided in this Annual Report.

9. Related Party Transactions

The related party transactions entered into with related parties during the year under review were in the ordinary course of business and at arm's length basis and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. There were no materially significant related party transactions made by the company with promoters, directors or key managerial personnel etc., which may have potential conflict with the interest of the company at large. Since there are no transactions that are not in arms' length basis and material in nature, disclosure under AOC-2 does not arise.

10. Amount transferred or proposed to be transferred to any reserves

The Company has not transferred or proposed to transfer any amount to any reserves as there is no necessity to transfer such amount as required under the Companies Act, 2013.

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

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31^st March, 2024 and the date of this report.

12. Transfer of unclaimed dividend/shares to the IEPF account

As required under the provisions of Section 124 and other applicable provisions of Companies Act, 2013, and the rules and amendments made thereunder, the Company is required to transfer the dividends that remain unpaid/unclaimed for a period of 7 (seven) consecutive years or more to Investor Education and Protection Fund (IEPF) and also all the equity shares in respect of which dividends remain unclaimed/unpaid for a period of seven consecutive years or more to IEPF account administered by the Central Government. During the year, the Company has transferred the unclaimed dividend amount ofRs 6,57,435.60 pertaining to the financial year 2015-16 to IEPF account and also transferred 50,884 equity shares belonging to 677 shareholders underlying the unclaimed dividend amount & unclaimed suspense account to IEPF. The dividend and shares transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the Rules.

As on 31^st March 2024, an amount ofRs 6,64,159.80 is lying in the unclaimed dividend account of the

Company pertaining to the financial year 2016-17 and it would be transferred to the IEPF account before 29^th September 2024. The members who have not claimed their dividends pertaining to the financial year 2016-17, may write to the Company/ RTA for claiming the same before transfer to the IEPF account.

The Company is also in the process of transfer of shares in respect of which dividends remain unclaimed for last 7 years or more to IEPF account. Members may after completing the necessary formalities, claim their unclaimed dividends immediately to avoid transfer of the underlying shares to the IEPF.

Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid accounts up to the year, and the corresponding shares, which are liable to be transferred are available on our website, at https:// www.sicagen.com/investors/unpaid-dividends- share-transfer-to-iepf/

13. Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo

Particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure I, which forms part of this Report.

14. Risk Management Policy

Risk Management Policy for identifying and managing risk, at the strategic, operational and tactical level, has been adopted by the Company. Our risk management practices are designed to be responsive to the ever-changing Industry dynamics. At present the Company has not identified any element of risk which may threaten the existence of the Company. Flowever, the Constitution of a Risk Management Committee as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable to the Company.

15. Corporate Social Responsibility (CSR)

The Company has constituted a CSR Committee of Board of Directors and has adopted a CSR Policy. The same is posted in the Company's website at https:// www.sicagen.com/investors/policies/

The Company is carrying out its CSR activities through AM Foundation, Not-For-Profit Organisation. A report in prescribed format detailing the CSR expenditure for the year 2023-24 forming part of this report is attached herewith as separate Annexure II.

16. Evaluation of Board

Your Company has a structured framework for evaluation of the Individual Directors, Chairperson, Board as a whole and its committees. The Independent Directors at their Meeting held on

27.03.2024 evaluated the performance of NonIndependent Directors, Board as a whole. Chairperson and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board of Directors at their Meeting held on

25.03.2024 evaluated the performance of all Independent Directors and the Board as a whole and its committees and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board through circulation of questionnaires, to assess the performance on select parameters relating to roles, responsibilities and obligations of the Board and functioning of the Committees. The evaluation criteria were based on the participation, contribution and guidance offered and understanding of the areas etc., which are relevant to the Directors in their capacity as Members of the Board/Committees.

17. Directors and Key Managerial Personnel (KMP)

As on the date of the Report, the Board comprises of 8 Directors including 3-woman Directors. Out of 9 Directors, 4 are Independent Directors of whom 2-woman Directors. All the Independent Directors have furnished necessary declaration under Section 149 (7) of the Act and under Regulation 25(8) of the Regulations. As per the said declarations, they meet the criteria of independence as provided in Section 149 (6) of the Act and the Regulations. All of them have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended.

In accordance with provisions of Sec. 156(6) of the Companies Act, 2013 and the Articles of Association of the Company Mr. Ashwin C Muthiah and Mr. Nandakumar Varma, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-election.

Mr. M. Rajamani ceased to be the Independent Director whose term of appointment has completed on 27.11.2023. The Board at its meeting held on

08.11.2023 placed on record its appreciation for the valuable services rendered by Mr. M. Rajamani during his tenure.

Due to personal reasons, Mr. S. R. Ramakrishnan resigned from the directorship of the Company on 06.08.2024. The Board at its meeting held on

07.08.2024 placed on record its appreciation for the valuable services rendered by Mr. S. R. Ramakrishnan during his tenure.

The Board at its meeting held on 07.08.2024 also placed on record its appreciation for the valuable services rendered by Mr. B. Narendran and Mrs. Sashikala Srikanth, Independent Directors of the Company whose two consecutive terms of appointment are coming to an end on 10.08.2024.

Mrs. Devaki Ashwin Muthiah was appointed as additional Director of the Company in the category of Non-Executive and Non-Independent Director w.e.f. 07.08.2024 and she will hold office as Director up to the date of ensuing Annual General Meeting and she is seeking regularisation of her appointment.

Mr. Batchu Sai Purshotham and Mr. Govindarajan Dattatreyan Sharma were appointed as additional Directors of the Company in the category of Independent Directors of the Company for a period of 5 years w.e.f. 11.08.2024. The appointment of above Independent Directors shall be subject to approval of shareholders at the ensuing Annual General Meeting.

18. Composition of Committees

As on 31^st March 2024, the Board has 4 Committees namely Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its committees is provided in the corporate governance report which forms part of this report and also available in Company's website at https://www.sicagen.com/investors/board-of- directors-committees/

19. Deposits

The Company has not invited or accepted any deposits during the year under review and there are no deposits covered under Chapter V of the Companies Act, 2013 (the Act) during the year 202324, the details of which are required to be furnished.

20. Significant and material orders passed by the regulators or courts or tribunals

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

21. Internal Financial Control

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss that all the transactions are properly authorized and recorded and Information provided to management is reliable and timely. The Company ensures adherence to all statues. The strong and robust internal control system is in place with appropriate policies and procedures to ensure the achievement of operational and strategic goals, compliance with policies, rules and regulations, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and economical and efficient use of resources.

The Company has engaged a firm of external consultants for the internal audit function to continuously monitor the effectiveness of internal controls. Audits are conducted on an ongoing basis and all significant deviations are brought to the notice of the Audit Committee. Corrective action is recommended for implementation by the Audit Committee. All these measures do facilitate timely detection of any irregularities and provide early remedial steps. The Audit Committee approves the audit plan assigned to the internal auditors and the audit plan is reviewed annually. Further, the Audit Committee also reviews the quarterly reports submitted by internal auditors critically and all material deviations are seriously viewed.

22. Proceedings under Insolvency and Bankruptcy Code, 2016

No application has been made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company during the year under review.

23. Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with the Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for its directors and employees to report their grievances or genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct. In order to prevent fraudulent activities and also to ensure a corruption free work environment, a detailed whistle blower policy has been laid down by the Board. The details of the whistle blower policy are posted on the Company's website https://www.sicaeen.com/investors/policies/

24. Internal Complaints Committee against Sexual Harassment of Women at Workplace

The Company has constituted an Internal Complaints Committee to prevent and prohibit any form of sexual harassment at workplace and provide redressal for woman employees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there was no event affecting any of the women employees on account of any sexual harassment at the work place.

25. Compliance with Indian Accounting Standards and Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable mandatory Indian Accounting Standards issued by the Instituteof Chartered Accountant of India (ICAI) and Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.

26. Particulars of Employees

The particulars of employees required under Section 197(12) read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given in Annexures III St IV, and form part of this Report.

27. Corporate Governance Report

A Report on Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this Annual Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as required under the above Regulation is attached to this Report.

28. Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached along with this report.

29. Auditors

(a). Statutory Auditors

At the 18^th Annual General Meeting (AGM), M/s. SRSV & Associates, Chartered Accountants, were re-appointed as statutory auditors of the Company for a further period of 5 years and they will hold office up to the conclusion of the ensuing 23^rd AGM.

(b) . Secretarial Auditor

The Company has appointed M/s. KRA & Associates, Practicing Company Secretaries, Chennai to carry out necessary secretarial audit for the financial year 2023-24 as required under Section 204 of the Companies Act, 2013. The Secretarial Audit Report issued by Secretarial Auditor for the year ended 31^st March 2024 is given in the Annexure V. The Board of Directors has appointed M/s. KRA & Associates as Secretarial Auditors for the financial year 2024-25.

(c) . Cost Auditor and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the amended rules thereof, the Board of Directors on recommendation of the Audit Committee, has appointed Mr.J. Karthikeyan, Cost Accountant as Cost Auditor of the Company for the financial year 2024-25 to carry out necessary cost audit in respect of manufacturing activities of the Company such as specialty chemicals, drums manufacturing, governor services and boat building. The Board has recommended the remuneration payable to the above Cost Auditor for ratification of shareholders at the ensuing AGM.

30. Share Capital

The Authorized Share Capital of the Company is Rs 75,00,00,000 divided into 5,00,00,000 equity shares of Rs 10 each and Rs 25,00,00,000 divided into 2,50,00,000 Redeemable Preference Shares ofRs 10 each respectively. The paid-up share capital of the Company as on 31^si March, 2024 remains unchanged at Rs 39,57,16,840/- consisting of 3,95,71,684 equity shares ofRs 10 each.

31. Dematerialization of Equity Shares

As at 31^st March 2024, 3,90,35,042 equity shares representing 98.64% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised todematerialize their equity shares to avoid the risks associated with holding the share certificates in physical form.

32. Subsidiary, Associates and Joint Venture Companies

Pursuant to Section 136oftheCompanies Act, 2013 which has given exemption from attaching the annual reports of subsidiary companies along with the annual report of the Company, the copies of

Balance Sheet, Statement of Profit and Loss, Report of Directors & Auditors and other related information for the year ended 31^st March 2024 of Wholly Owned Subsidiaries namely South India House Estates & Properties Ltd, Wilson Cables Private Ltd and Danish Steel Cluster Private Ltd are not attached with this annual report. However, the financial statements of the aforesaid subsidiary Companies are available for inspection by any member at the registered office of the Company and also available at the Company's website https:// sicagen.com/financials-for-subsidiaries/

Pursuant to Section 129(3) ofthe Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the aforesaid subsidiary Companies for the year ended 31^st March 2024, forming part of this report is attached herewith as separate Annexure in Form AOC-1. The Company do not have any Associates or Joint Venture Companies.

33. Consolidated Financial Statements

In accordance with Indian AccountingStandard (Ind AS) 110 of Institute of Chartered Accountants of India, Section 129 ofthe Companies Act, 2013 and

Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the consolidated financial statements are prepared by the Company. The audited consolidated financial statements together with auditors' report for the financial year ended 31^st March 2024 are attached with this annual report.

Acknowledgement

Your Directors take this opportunity to express their gratitude to Company's Bankers, NBFCs, Customers, Suppliers, Govt. Departments and other business associates for their unstinted support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.