Seya Industries Ltd Directors Report

To the Members of Seya Industries Ltd

(Company under Corporate Insolvency Resolution Process)

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 Rs in Lakhs

Financial Results	Year Ended	Year Ended
	31-Mar-25	31-Mar-24
Revenue from Operation	-	805.84
Profit / (Loss) Before Tax	(820.94)	(516.62)
Profit / (Loss) After Tax	(630.69)	(347.20)
Earnings Per Share Basic (Rs)	(2.37)	(1.31)
Earnings Per Share Diluted (Rs)	(2.37)	(1.31)

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

Particular	Complied upto
Shareholding Patter	March 31, 2025
Corporate Governance	March 31, 2025
Reconciliation of share capital audit	March 31, 2025
Financial results	March 31, 2025

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 Boards powers

Performance evaluation of Board, its committees and of

Directorfs

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 Boards 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.seya.in/wp-content/uploads/2011/06/Familiarization-Program_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f 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f / 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 arms 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 companys website at the link http://www.seya.in/wp-content/uploads/2011/06/ Related-Party-Transactions-Policy-Seya.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 Companys 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 Auditors 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 Companys 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 Companys 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 doesnt 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

Honble NCLT.

Human Resources Management and Industrial Relations

During the year under review, your Companys 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 Companys 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