Your directors are pleased to present the 36^th Annual Report together with the audited financial statements for the year ended
31^st March 2025. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

FINANCIAL SUMMARY/HIGHLIGHTS:

A summary of the Company's financial results for the Financial Year 2024-25 is as under:

(? in Lakhs)

REVIEW OF OPERATIONS:

Standalone:

During the year under review, the total income has increased
to H 42,791.02 lakhs from H 32,907.29 lakhs of the previous year.
Your company reported a Net Profit of H 4,766.75 lakhs (Previous
Year of H 4,101.43 lakhs) after providing for Income Tax and
Deferred Tax of H 2,309.25 lakhs (Previous Year of H 1,412.26 lakhs).

Consolidated:

During the year under review, the total income has increased to
H 50,875.86 lakhs from H 41,064.49 lakhs of the previous year.
Your company reported a Net Profit of H 7,046.09 lakhs (Previous
Year of H 5,726.75 lakhs) after providing for Income Tax and
Deferred Tax of H 2,185.71 lakhs (Previous Year of H 1,250.50 lakhs).

BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on the 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.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and as on the date of this Board's
Report, there was no change in Business.

AMOUNTS TRANSFERRED TO RESERVES:

During the year under review, your Company transferred a sum
of H119.17 lakhs being 2.5 % of the Profit after Tax of the Financial
Year to the general reserve. An amount of H 19,748.61 lakhs is
proposed to be retained in the profit and loss account.

DIVIDEND:

The Directors are pleased to recommend a Dividend of 10% i.e.,
H 0.10/- per equity share on the Paid-up Equity Share Capital of
the Company for the financial year 2024-25. The total outgo on
account of dividend, stands at H 3,82,11,701 /- 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 23.09.2025. 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 23.09.2025.

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.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

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
sub-section (5) of section 124 of the Companies Act, 2013.

The details of Dividend of earlier years remain unclaimed by the
shareholders as on 31.03.2025 are as given below:

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.

MATERIAL CHANGES & COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

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., 26^th August, 2025)

MEETINGS OF THE BOARD:

Six (6) Board Meetings were held during the financial year ended
31^st March 2025. 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.

COMMITTEES OF THE BOARD:

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. 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.

5. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was duly
constituted and is in line with Section 135 of the Companies
Act, 2013 and is included in the Corporate Governance
report, which forms part of this report.

6. Transformation Committee

The Board of Directors in its meeting held on 27.05.2024 has
re-constituted the Transformation Committee to monitor the
growth of business of the Company. Details of the member
of the Committee are:

APPOINTMENT/ RE-APPOINTMENT/ RESIGNATION/
RETIREMENT OF DIRECTORS/CEO/ CFO AND KEY
MANANGERIAL PERSONNEL:

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. Chidambaranathan Shanmuganathan were
re-appointed as Whole-Time Directors of the Company for a
period of 3 years w.e.f 1^st November, 2024 and members of the
company have approved in the Annual General Meeting held on
04^th September 2024.

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 and members of
the company have approved in the Annual General Meeting held
on 04^th September 2024.

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.

During the year under review, Mr. Sarweeswara Reddy
Sanivarapu has tendered his resignation as Chairperson of the
Board and Independent Director w.e.f 30^th November 2024
and Mr. Janardhana Reddy Yeddula has been appointed as an
Additional Independent Director w.e.f 30^th November 2024 and
subsequently members of the Company have regularized his
appointment as Independent Directors on 22^nd February 2025.

Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

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.

KEY MANAGERIAL PERSONNEL:

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 was 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.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL
BASIS:

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.

AUDIT COMMITTEE RECOMMENDATIONS:

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

REVISION OF FINANCIAL STATEMENTS:

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

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL
STATEMENTS:

There was a fire accident on 30.06.2025 in the premises
of Hyderabad plant located at Pashamylaram , Telangana.
Unfortunately this accident caused a loss of 46 team members,
8 unaccounted team members and 28 team members were
injured. Out of 28 members,25 members were recovered and
discharged. The fire also caused damages to our Property, Plant
& Equipment and inventories. The operations at the plant were
temporarily paused for an estimated period of 180 days to
facilitate replacement and restoration of effected equipment and
structures. The company has submitted the initial insurance claims
and pending submission of the final insurance claims.

Other than above, no material changes and commitments
affecting the financial position of the Company occurred between
the end of the financial year to date of this report.

SHARE CAPITAL:

The authorized share capital as at March 31,2025 was H 4300.00
Lakhs and the paid-up Equity Share Capital as at March 31,2025
stood at H 3821.17 Lakhs.

During the year under review, Board of Directors of the Company
in its meeting held on 30.08.2024 has allotted 52,52,190 equity
shares of H 1/- each on conversion of 52,52,190 warrants into
Equity Shares at an issue price of H 26.1 per Equity Share and
subsequently, the paid up capital has increased from H 32,81,94,980
to H 33,34,47,170.

During the year under review, Board of Directors of the Company
in its meeting held on 08.02.2025 has allotted 4,86,69,840 equity
shares of H 1/- each on conversion of 4,86,69,840 warrants into
Equity Shares at an issue price of H 26.1 per Equity Share and
subsequently, the paid up capital has increased from H 33,34,47,170
to H 38,21,17,010.

DEPOSITS:

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, 2025 and as such, no amount of principal or
interest on public deposits was outstanding as on the date of the
balance sheet.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during
the Financial Year ended March 31, 2025, 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.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER
TRADING

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. The policy is available at the website of the Company at
https://sigachi.com/investors/corporate-governance/

NON-EXECUTIVE DIRECTORS' COMPENSATION &
DISCLOSURES:

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.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

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/.

INTERNAL AUDIT AND FINANCIAL CONTROLS:

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 2024-25 and there are no major observations reported in
their reports.

COMPLIANCE WITH THE MATERNAL BENEFIT ACT,1961

The Company has complied with the provisions of the Maternal
Benefit Act, amendments and rules framed thereunder.

All eligible women employees are provided with maternal benefits
as prescribed under Act,1961, including paid maternity leave,
nursing breaks and protection from dismissal during maternity
leave.

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION
OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

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 2024-25, the Company has spent H 102.30 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.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
AND OTHER DETAILS

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.

POLICY ON NOMINATION AND REMUNERATION:

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

BOARD EVALUATION:

Performance of the Board and Board Committees was evaluated
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 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
18^th January 2025. 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.

RELATED PARTY TRANSACTIONS:

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 2024-25, 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.

LOANS, GUARANTEES OR INVESTMENTS:

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.

AUDITORS:

a. Statutory Auditors

During the financial year, Company has received Special
Notice dated 03.08.2024 from Ms. Sushma Toshniwal holding
more than 500000 shares together with the Resolution
proposed to be passed at the 35^th Annual General Meeting
to appoint a person other than a Retiring Auditor i.e.,
M/s. Yelamanchi & Associates, Chartered Accountants for
a period of 5 years from conclusion of 35^th Annual General
Meeting until 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.

Further, the Board of Directors in its meeting held on

06.08.2024 appointed M/s. Yelamanchi & Associates,
Chartered Accountants as Statutory Auditors of the Company
other than the retiring auditor under section 140(4) of
Companies Act 2013 for a period of 5 financial years subject
to approval of members of the company.

The members of the company have appointed
M/s. Yelamanchi & Associates, Chartered Accountants as
Statutory Auditors of the Company for a period of 5 financial
years in the Annual General Meeting held on 04.09.2024.

The Auditors' Report for fiscal 2025 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, 2025 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.

b. Cost Auditor

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 2025. 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 2026.

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 2025-26.

c. Secretarial Auditor

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 M/s. Aakanksha Dubey & Co
(formerly known as , Practicing Company Secretaries (CP
No. 20064) as the Secretarial Auditor of the Company, for
conducting the Secretarial Audit for financial year ended
March 31, 2025.

The Secretarial Audit was carried out by M/s. Aakanksha Dubey
& Co, Practicing Company Secretaries (CP No. 20064) for the
financial year ended March 31,2025. The Report given by the
Secretarial Auditor is annexed herewith as Annexure - V and
forms integral part of this Report.

There are no observations, reservations, qualification or
adverse remark or disclaimer made by the Secretarial Auditor
in the aforesaid reports.

M/s. Aakanksha Dubey & Co, Practicing Company Secretaries,
was appointed as Secretarial auditors from FY 2025-26 to
2029-30 in the Board meeting held on 30.05.2025, subject to
the approval of the members in the Annual General Meeting.

SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with

i. the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, based upon the
recommendations of the Audit Committee, the Board
of Directors had appointed M/s. Aakanksha Dubey & Co ,
Company Secretary in practice as the Secretarial Auditor
of the Company, for conducting the Secretarial Audit for
financial year ended March 31, 2025.

The Secretarial Audit was carried out by M/s. Aakanksha Dubey
& Co, Company Secretary in practice for the financial year
ended March 31, 2025.

The Board has duly reviewed the Secretarial Audit Report
for the year ended March 31, 2025 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.

ii. Secretarial Audit of Material Unlisted Indian Subsidiary:
Trimax Bio Sciences Private Limited is the material subsidiary
of the Company. The Secretarial Audit for the Financial Year
2024-25 was carried out pursuant to Section 204 of the
Companies Act 2013 and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations
2015. The Secretarial Audit Report of both the subsidiaries,

are provided by M/s. Aakanksha Dubey & Co., Practicing
Company Secretaries. The Reports given by the Secretarial
Auditor is annexed herewith and forms integral part of this
Report. As required under Regulation 16(1) (C) of Listing
Regulations, the Company has formulated and adopted a
policy for determining 'Material' Subsidiaries, which has been
hosted on its website at: www.sigachi.com

ANNUAL SECRETARIAL COMPLIANCE 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 2024-25 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.

d. Internal Auditor

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
2024-25.

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 2025-26.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

During the Financial Year 2024-25, 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.

RISK MANAGEMENT:

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 firefireize.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

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.

REMUNERATION RECEIVED BY MANAGING/WHOLE TIME
DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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;

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

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.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

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

18.01.2025 as follows:

All employees are covered under this policy. During the year
2024-25, there were no complaints received by the Committee.
The Status of complaints received under POSH and redressed
by the POSH Committee of the Company during financial year
2024-25 are given below:

a) Number of Complaints received during the financial year
2024-25: Nil

b) Number of Complaints resolved during the financial year
2024-25: Nil

c) Number of Complaints pending for resolution as at the end
of the financial year 2024-25: Nil

BUSINESS RESPONSIBILITY AND SUSTAINBILTY REPORT:

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.

SIGNIFICANT & MATERIAL ORDERS, IF ANY, PASSED BY
REGULATORS OR COURTS OR TRIBUNALS:

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

INSURANCE:

The properties and assets of your Company are adequately
insured.

CREDIT & GUARANTEE FACILITIES

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

ANNUAL RETURN:

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.

COMPLIANCE WITH SECRETARIAL STANDARDS:

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.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE /
FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/
JOINT VENTURES

Performance of Subsidiary Companies:

Sigachi US Inc. The turnover of the Company for year ended

31.03.2025 stood at H 62.24 crores and the profit was H 0.81 crores.

Sigachi MENA FZCO- The turnover of the Company for year
ended 31.03.2025 stood at H 63.30 Crores and the profit was
H 18.19 crores. Business opportunities are being created through
Joint Ventures.

Trimax Bio Sciences Pvt Ltd. The company made a total income
of H 29.21 crores as on the year ended 31.03.2025 which includes
both trading and manufacturing. The profit was H 4.48 Crores at
the end of financial year 2024-25. 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.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES:

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.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR
CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR

In the financial year ended March 31,2025, there have not been
any instances, wherein companies which have become or ceased
to be subsidiaries, associates and joint ventures.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the
year ended March 31, 2025 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 Subsidiary are also available on the website of the Company
at www.sigachi.com

CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION:

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.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

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.

POLICIES:

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.

ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

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

The Company has been taking upmost 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.

STATUTORY COMPLIANCE:

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

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
(IBC):

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

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON
ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING
LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IF ANY:

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

DECLARATION BY THE COMPANY:

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 31,2025.

CEO/ CFO CERTIFICATION:

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 2024-25 is annexed in this Annual Report as Annexure IX.

STATEMENT SHOWING THE NAMES OF THE TOP TEN
EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND
THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF
THE COMPANIES (APPOINTMENT & REMUNERATION) RULES,
2014:

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.

RATIO OF REMUNERATION TO EACH DIRECTOR:

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 Chidambarnathan Whole-Time Director and
Mr. Amit Raj Sinha, Managing Director of the Company to the
median remuneration of the employees is 1:0.020, 1:0.020 and
1:0.131 respectively.

CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed
compliance to the Code of Conduct for the Financial Year
2024-25. 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 2024-25
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.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE
RESPECTIVE LAWS GOVERNING THE COMPANY:

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

FAILURE TO IMPLEMENT CORPORATE ACTIONS:

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

DECLARATION FROM DIRECTORS:

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 2024-25. 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.

EVENT BASED DISCLOSURES:

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

1. Issue of sweat equity share: Nil

2. Issue of shares with differential rights: Nil

3. Issue of shares under employee's stock option scheme: Nil

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

5. Buy back shares: Nil

6. Disclosure about revision: Nil

7. Preferential Allotment of Shares:

• The Board of Directors in its meeting held on 30.08.2024
has allotted 52,52,190 equity shares of H 1/- each at an
issue price of H26.10/- each (including premium of
H 25.10/-) to Non-Promoters on conversion of 52,52,190
warrants into equity shares. The Company has received
listing approval for the same from BSE on 25.10.2024
and NSE on 18.12.2024. Further trading of securities
permitted w.e.f 01.01.2025.

• The Board of Directors of the Company in its meeting
held on 08.02.2025 has allotted 4,86,69,840 equity
shares of H 1/- each at an issue price of H 26.10/- each
(including premium of H 25.10/-) to Promoters and
Non-Promoters on conversion of 4,86,69,840 warrants
into equity shares. The Company has received listing
approval for the same from BSE on 05.06.2025 and NSE
on 09.06.2025. Further trading of securities permitted
w.e.f 23.06.2025.

8. Rights Issue of Shares: Nil

STOCK SPLIT OF EQUITY SHARES

During the year under review, there was no such instance for stock
split of equity shares of the Company.

CREDIT RATING:

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. Great place to work certification.

b. Achieved GAIN (Global Alliance for improved Nutrition) Audit
Certification.

AGREEMENTS/MOU ENTERED BY THE COMPANY:

During the period under review, the Company has entered MOU
with Indian Navy promote "Healthy Living" through a series of
events called the "Vizag Navy Marathon Promo cum Conditioning
Programme.

ACKNOWLEDGEMENTS:

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.

For and on behalf of the Board of Directors

Sigachi Industries Limited

Amit Raj Sinha Rabindra Prasad Sinha

Place: Hyderabad Managing Director and CEO Whole-Time Director
Date: August 26,2025 DIN:01263292 DIN: 00413448