Seya Industries Ltd Directors Report

To the Members of Seya Industries Ltd

(Company under Corporate Insolvency Resolution Process)

The 36^th Annual Report of Seya Industries Limited presents the business and operations of the Company on a standalone basis together with the audited financial statements for the financial year ended March 31, 2026.

The National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its order dated November 2, 2023 passed in CP (IB) 446 MB 2023, initiated Corporate Insolvency Resolution Process ("CIRP") against the Company and appointed Mr. Bhavesh Rathod, IP Registration No. IBBI/IPA-001/IP-P01200/2018-2019/11910, as the Interim

Resolution Professional ("IRP") to manage the affairs of the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 ("Code").

Pursuant to the provisions of the Code, the powers of the Board of Directors stand suspended and are being exercised by the IRP. Accordingly, this Report has been signed by the IRP in place of the Board of Directors. References to the "Board" in this Report shall be read in this context.

In terms of Regulations 15(2A) and 15(2B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the provisions of Regulations 17, 18, 19, 20 and 21 relating to the Board of Directors and the respective Committees are not applicable during the insolvency resolution process period. The roles and responsibilities prescribed thereunder are required to be fulfilled by the IRP in accordance with the provisions of the Code.

Financial Performance in Lakhs

Financial Results	Year Ended 31-Mar-26	Year Ended 31-Mar-25
Revenue from Operation	-	-
Profit / (Loss) Before Tax	(512.93)	(820.94)
Profit / (Loss) After Tax	(287.41)	(630.69)
Earnings Per Share Basic ()	(1.08)	(2.37)
Earnings Per Share Diluted ()	(1.08)	(2.37)

State of Company Affairs

During the year under review, the Company continued to remain under CIRP, and its manufacturing operations remained suspended. Consequently, the Company did not generate any revenue from operations during FY 2025-26.

The Company reported a loss before tax of 512.93 lakh and a loss after tax of 287.41 lakh for FY 2025-26, as compared to a loss before tax of 820.94 lakh and loss after tax of 630.69 lakh respectively in the previous financial year.

The financial statements for the year ending March 31, 2026, have been prepared and audited in accordance with the applicable statutory requirements.

Dividend

In view of the losses incurred by the Company during the year under review, no dividend has been recommended for FY 2025-26.

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 the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion & Analysis Report and the Corporate Governance Report form part of this Annual Report.

Below mentioned compliances with Stock Exchanges are done by
IRP during the Financial Year
Particular	Complied upto
Shareholding Pattern	March 31, 2026
Corporate Governance	March 31, 2026
Reconciliation of share capital audit	March 31, 2026
Financial results	March 31, 2026

Reserves & Surplus

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

Deposits from Public

During the year under review, the Company did not accept any deposits within the meaning of the applicable provisions of the Act and the rules made thereunder, and no amount of principal or interest on deposits was outstanding as of March 31, 2026.

Directors and Key Managerial Personnel Directors

As on March 31, 2026, the Company has three Directors, all of whom are Non-Executive Independent Directors, including one Woman Independent Director. The powers of the Board of Directors remained suspended throughout the year under review pursuant to CIRP and were being exercised by the IRP in accordance with the provisions of the Code.

During FY 2025-26, Mr. Ashok Ghanshyamdas Rajani, Mr. Asit Kumar Bhowmik and Mr. Sivaprasada Rao Buddi ceased to be Directors of the Company. Further, Mr. Amrit Ashok Rajani ceased to be the Chief Financial Officer and Key Managerial Personnel of the Company.

The aforesaid cessations were consequent to the Final Order dated May 2, 2025 passed by SEBI in the matter of Seya Industries Limited, whereby, inter alia, the aforesaid persons were restrained from associating with the securities market, including as a Director or Key Managerial Personnel of any listed company, for a period of five years

Key Managerial Personnel (KMP)

In terms of the Provisions of Section 2(51) and Section 203 of the Act, Ms. Manisha Solanki, Company Secretary, continued as Key Managerial Personnel of the Company as on March 31, 2026

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

During FY 2025-26, no formal annual performance evaluation of the Board, its Committees or individual Directors was carried out, as the powers of the Board and its Committees remained suspended throughout the year pursuant to CIRP.

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

The Company has in place a Nomination and Remuneration Policy covering the appointment and remuneration of Directors, Key Managerial Personnel and other employees, including criteria for determining qualifications, positive attributes and independence of Directors. There was no change in the Policy during FY 2025-26. The Policy is available on the website of the Company at https://www.seya.in/investor/financials/corporate-governance/.

Meetings of the Board & Committees

During FY 2025-26, the powers of the Board of Directors remained suspended pursuant to CIRP. Accordingly, no meeting of the Board or its Committees was held during the year under review.

Directorsf / IRP Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act and having regard to the fact that the powers of the Board of Directors remained suspended during the year and were being exercised by the Interim Resolution Professional ("IRP") in accordance with the provisions of the Code, it is stated that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any; ii. appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the profit/loss of the Company for the year ended on that date; iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on the basis stated in the notes forming part of the financial statements, including with respect to the applicability of the going concern assumption; v. adequate internal financial controls were laid down and such internal financial controls were operating effectively, except to the extent of any material weaknesses or qualifications, if reported by the Statutory Auditors; and vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively, subject to the observations, qualifications or remarks, if any, contained in the Statutory Auditors Report and Secretarial Audit Report.

Disqualification of Director

None of the Directors of the Company as on March 31, 2026, is disqualified from being appointed or continuing as a Director under Section 164 of the Act.

Contracts & Arrangements with Related Parties

All related party transactions entered into during the year under review, if any, were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions during FY 2025-26 requiring disclosure in Form AOC-2.

The details of related party transactions, as applicable, are disclosed in the notes forming part of the financial statements in accordance with the applicable accounting standards.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company at https://www.seya.in/wp-content/uploads/2011/06/Related-Party-Transactions-Policy-Seya.pdf

Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Act relating to Corporate Social Responsibility were applicable to the Company during FY 2025-26 based on the applicable financial criteria.

However, in view of the losses incurred by the Company during the three immediately preceding financial years, no amount was required to be spent on CSR activities during the year under review. The CSR Policy is available on the website of the Company.

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

Except as disclosed elsewhere in this Report and/or in the notes forming part of the financial statements, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended March 31, 2026, and the date of this Report.

Significant or Material orders passed against the Company

During the year under review, SEBI passed Final Order dated May 2, 2025, in the matter of Seya Industries Limited, inter alia, issuing directions and imposing monetary penalties upon certain erstwhile Directors and Key Managerial Personnel of the Company. No direction or monetary penalty was imposed upon the Company under the said Order.

The Company continues to be under Corporate Insolvency Resolution Process pursuant to the order of the Honble NCLT dated November 2, 2023. Material developments relating thereto have been disclosed elsewhere in this Report

Secretarial Standards

During the year under review, the Company endeavoured to comply with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. During the CIRP, the powers of the Board of Directors remained suspended and were exercised by the Interim Resolution Professional in accordance with the provisions of the Code.

Auditors

Statutory Auditors & Its Report

M/s. Thacker Butala Desai, Chartered Accountants (Firm Registration No. 110864W), are the Statutory Auditors of the Company.

The Statutory Auditors Report on the financial statements of the Company for the financial year ending March 31, 2026, forms part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer and therefore does not call for any further comments or explanations.

Secretarial auditor & Its Report

Pursuant to Section 204 of the Act and Regulation 24A of the Listing Regulations, M/s. Subhash Purohit & Associates, Practising Company Secretaries, have conducted the Secretarial Audit, and the requisite Reg. 24A shareholder approval is being placed at the ensuing AGM.

The Secretarial Audit Report for the financial year ended March 31, 2026 forms part of this Report as Annexure II.

The observations/remarks contained in the Secretarial Audit Report and the explanations/comments thereon are set out below:

Regulation 34(1) of the Listing Regulations Delay in submission of Annual Report for FY 2024-25 to the Stock Exchanges - The delay was inadvertent and procedural in nature. The Annual Report for FY 2024-25 was subsequently submitted to the Stock Exchanges on September 25, 2025. The Company shall endeavour to ensure timely compliance with the applicable provisions going forward.

Regulation 3(5) & 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 Structured Digital Database (gSDDh) maintained in Microsoft Excel - the Company is undergoing CIRP 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 7 with the provisions in full at the earliest, once it seems viable for the Company.

Regulation 24A of the Listing Regulations Shareholders approval for appointment of Secretarial Auditor not obtained at the first AGM held after April 1, 2025- Pursuant to Section 204 of the Act, M/s. Subhash Purohit & Associates, Practising Company Secretaries, conducted the Secretarial Audit of the Company for FY 2025-26. The requisite approval of the Members under the revised provisions of Regulation 24A was inadvertently not obtained at the previous Annual General Meeting. The Company has proposed the appointment and regularisation of M/s. Subhash Purohit & Associates as Secretarial Auditor for a term of five consecutive financial years from FY 2025-26 to FY 2029-30 for approval of the Members at the ensuing Annual General Meeting.

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

Subsidiaries / Joint Ventures / Associate Companies

As on March 31, 2026, the Company did not have any subsidiary, joint 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 2025-26

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

During FY 2025-26, the manufacturing operations of the Company remained suspended. Accordingly, there were no significant activities relating to conservation of energy or technology absorption during the year under review.

During the year, the Company had no foreign exchange earnings or outgo.

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.

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 III 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 has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including the requirements relating to constitution of the Internal Committee, as applicable. The details of complaints relating to sexual harassment during FY 2025-26 are as follows:

No. of Complaints received:	0
No. of Complaints Disposed-off:	0
Complaints pending for more than ninety days	0

The Company has also complied with the applicable provisions of the Maternity Benefit Act, 1961 during the year under review

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

Acknowledgement

The Interim Resolution Professional places on record his appreciation for the support and cooperation extended by the shareholders, employees, auditors, bankers and other stakeholders of the Company during the year under review.

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, 2026