Presentation on 35^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) 2024-25.

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. Since the Company is under CIRP, the report
has been signed by the Interim Resolution Professional in place of
the Board of Directors. References to the ‘Board’ in this Report are to
be read in this context

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 ' in Lakhs

State of Company Affairs

As the Company is currently under the Corporate Insolvency
Resolution Process (CIRP). Interim Resolution Professional (IRP) has
presented the financial statements as prepared and audited. In view
of the ongoing CIRP, no comments or analysis have been provided
on the financial performance of the Company.

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.

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 terms of Section 149(7) of the Act,
every Independent Director is required to submit a declaration
confirming compliance with the criteria of independence as laid
down in Section 149(6) of the Act and the Listing Regulations.

Independent Directors continue to be on record, but their
roles/obligations (including declaration of independence) remain
inoperative due to suspension of the Board’s powers

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 2025 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/?011/06/Familiarization-Proeram for-
Independent-Directors-Seya.pdf

Procedure for Nomination and Appointment of Directors

During the period under review, in view of initiation of CIRP the
Powers of the Board and its committee remain suspended and are
being exercised by the IRP. Accordingly, the provisions relating
nomination and appointment of Directors were not applicable during
the financial year 2024-25.

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 2024-25 due to initiation of CIRP, Board is suspended and
hence no meeting of Board and its committees is carried out.

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

During the CIRP period, the preparation of the financial statements
for the financial year 2024-25 has been carried out under the
supervision of the Interim Resolution Professional (IRP) in

accordance with the provisions of the Insolvency and Bankruptcy
Code, 2016. Consequently, the detailed Directors’ Responsibility
Statement, as ordinarily required under Section 134(5) of the
Companies Act, 2013, is not applicable for the year.

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.seva.in/wp-content/uploads/P011/06/ 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 2024-25, 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 notes to
accounts of the accompanying financial statements.

Significant or Material orders passed against the Company

During the period under review No significant or material orders
passed 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.

However, in view of the CIRP, the powers of the Board of Directors
stand suspended and are being exercised by the Interim Resolution
Professional (IRP). Consequently, compliance with Secretarial

Standards that require Board action or approvals has been
inoperative during the financial year 2024-25.

Internal Financial Control

The Company has established internal financial control systems
commensurate with its size and nature of operations, designed to
provide reasonable assurance regarding the reliability of financial
reporting, safeguarding of assets, proper authorisation of
transactions, and compliance with applicable laws and policies.

During the year, in view of the CIRP, the management and operations
of the Company, including internal financial controls, were under the
supervision of the Interim Resolution Professional (IRP)

Auditors

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 M/s. Thacker Butala Desai (Firm
Registration No. 110864W), continue as the Statutory Auditors of the
Company to hold the office 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 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, 2025,
contains few remarks, the Board of Directors would like to state
following:

Delayed Submission of Share Holding Pattern - 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.seya.in/wp-content/uploads/2011/06/Whistleblower-
policy SEYA 1.pdf

Share Registrar and Transfer Agents

The Company’s Registrar & Transfer agents for shares are M/s. MUFG
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 2025-26 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 31,2025, 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 2024-25

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 Company continues to take measures to conserve energy and
improve operational efficiency wherever practicable. No new
technology was absorbed during the year.

During the financial year 2024-25, the Company did not have any
foreign exchange earnings or outgo.

In view of the CIRP, the powers of the Board and management are
exercised by the Interim Resolution Professional (IRP)

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 IV 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.

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 2024-25:

No. of Complaints received: 0

No. of Complaints Disposed-off: 0

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 Interim Resolution Professional (IRP) places on record sincere
appreciation to the shareholders, employees, auditors, bankers, and other
stakeholders for their continued support and cooperation during the year.

For Seya Industries Ltd (Under CIRP)

BHAVESH RATHOD

Interim Resolution Professional

IP Registration No. IBBI/IPA-001/IP-P01200/2018-2019/11910
Mumbai, September 03, 2025