Sikko Industries Ltd Directors Report

To

The Members of

Sikko Industries Limited

The Board of Directors hereby submits the report of the business and operations of your Company, along with the Audited Financial statements, for the financial year ended March 31, 2025. FINANCIAL HIGHLIGHTS: (INR in Lakhs)

Particulars	Standalone		Consolidated
	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Revenue from operations	6,174.80	6,128.72	6,174.80	6,128.72
Other income	75.22	341.87	75.22	341.87
Total Income	6,250.02	6,470.59	6,250.02	6,470.59
Less: Total Expenses before Depreciation, Finance Cost and Tax	5,540.05	5,716.77	5,540.05	5,716.77
Operating Profits before Depreciation, Finance Cost and Tax	709.97	753.82	709.97	753.82
Less: Finance cost	39.9	78.84	39.9	78.84
Less: Depreciation	68.65	71.55	68.65	71.55
Profit / (Loss) Before Tax	603.72	605.81	603.72	605.81
Less: Current Tax	181.94	180.76	181.94	180.76
Less: Deferred Tax Liabilities/ (Assets)	(5.31)	18.62	(5.31)	18.62
Profit/ (Loss) after tax (PAT)	427.10	406.43	426.66	406.43

FINANCIAL PERFORMANCE On Standalone Basis

During the year under review, the revenue from operation of the Company was stood at 6,174.80 Lakhs as against that of 6,128.72 Lakhs for previous year. Revenue from operation of the Company was increased by 0.75% over previous year. Profit before Tax for the financial year 2024-25 stood at 603.72 Lakhs as against that of 605.81 Lakhs for last year which state 0.34% decrease in Profit before tax and the net profit after tax stood of 427.10 Lakhs for the financial year 2024-25 as against the net profit of 406.44 Lakhs for the financial year 2023-24 which state 5.08% increase in profit of the Company.

On Consolidated Basis

Being the first year of consolidation of accounts, the consolidated revenue from operation of the Company for financial year 2024-25 stood at 6,174.80 Lakhs. The consolidated net profit after tax for the financial year 2024-25 was stood at 426.66 Lakhs.

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statements have been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statements received from subsidiaries, as approved by their respective Board of Directors.

DIVIDEND :

Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, no Dividend has been declared by the Directors during the Financial Year 2024-25 (Previous Year Nil). The details of Shareholders whose past Dividends are unpaid or unclaimed are uploaded on the Website of the Company at www.sikkoindia.in. Members who have not yet encashed their dividend warrant(s) for the above financial years, are requested to make their claims before relevant due dates without any delay to the Company or Registrar and Transfer Agents (RTA), Purva Sharegistry (India) Private Limited. Shareholders are also informed that pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) the 1 st Interim Dividend declared for the financial year 2022-23, which remained unclaimed for a period of seven years will be credited to the IEPF on or before February 24, 2030. The corresponding shares on which dividend was unclaimed for seven consecutive years will also be transferred as per the procedure set out in the Rules.

Accordingly, Shareholders are requested to claim the 1 st Interim Dividend declared for the financial year 2022-23 before the same is transferred to the IEPF.

AMOUNT TRANSFERRED TO RESERVES:

Your directors do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.

CHANGE IN THE NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL: Authorized Capital:

During the year under review, vide Special Resolution passed by the Members of the Company at their Extra-Ordinary General Meeting held on Thursday, May 30, 2024, at 11:00 A.M. IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM), the authorized share capital of the Company had been increased from Rupees 17,50,00,000/- (Rupees Seventeen Crore Fifty Lacs only) divided into 17500000 (One Crore Seventy Five Lacs only) Equity Shares of Rupees 10/- (Rupees Ten Only) each, to Rupees 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 25000000/- (Two Crore Fifty Lacs Only) Equity Shares of Rupees 10/- (Rupees Ten Only) each. The authorized share capital of the company as on March 31, 2025 is 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 25000000/- (Two Crore Fifty Lacs Only) Equity Shares of Rupees 10/- (Rupees Ten Only) each. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: A) Issue of equity shares with differential rights B) Issue of sweat equity shares C) Issue of employee stock options

Issued, Subscribed & Paid-Up Capital:

The Board of Directors, at its meeting held on May 30, 2024, approved the offer and issuance of equity shares of the Company by way of a Rights Issue for an amount not exceeding Rs. 49.50 Crores. The Rights Issue was undertaken in accordance with the provisions of the Act, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. Pursuant to the said approval, the Board of Directors, at its meeting held on January 25, 2025, approved the allotment of 5040000 equity shares on rights basis at a price of Rs. 98.00 per share (comprising Re. 10 face value and Rs. 88.00 premium), aggregating to Rs. 49.39 Crores. The equity shares were offered to eligible shareholders in the ratio of 3 (Three) Rights Equity Shares for every 10 (Ten) fully paid-up equity shares held as on the record date, i.e., Friday, December 06, 2024. The Rights Issue opened on Monday, December 23, 2024 and closed on Tuesday, January 7, 2025. Fractional entitlements were disregarded while computing the Rights Entitlement. As on March 31, 2025, the Issued, Subscribed and Paid-up Capital of the Company is 21,84,00,000/- divided in to 2,18,40,000 Equity Shares of

10.00 each.

The entire Paid-up Equity share Capital of the Company during the year is listed at National Stock Exchange of India Limited.

The required disclosures with respect to the right issue of shares is as follows;

Description	Particulars
Date of issue and allotment of shares	Date of issue: 23/12/2024; Date of allotment: 25/01/2025
Method of allotment	Rights issue
Issue price	INR 98.00
Conversion price	Not applicable
number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities	5040000
number of shares or securities allotted to the promoter group (including shares represented by depository receipts);	0
in case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the basis of a valuation report of a registered valuer	Not applicable

Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as the act) in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Constitution of Board:

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting:

Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 22 (Twenty-Two) times, viz May 08, 2024, May 10, 2024, May 30, 2024, July 08, 2024, July 25, 2024, August 20, 2024, August 22, 2024, September 02, 2024, September 14, 2024, October 11, 2024, October 22, 2024, October 26, 2024, November 16, 2024, November 30, 2024, December 04, 2024, December 12, 2024, January 02, 2025, January 03, 2025, January 25, 2025, February 11, 2025, February 19, 2025 and March 21, 2025.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 21, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://sikkoindia.com/assets/images/investors/policies/Terms-and-conditions-of-Independent-Director.pdf .

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025-26 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is https://sikkoindia.com/assets/images/investors/policies/Familiarisation-Programme-for-Independent-Directors.pdf.

Information on Directorate:

During the year under review, there was no change in the composition of board of directors of the company.

The Company has a balanced board with optimum combination of Executive and Non-Executive Directors, including Independent Directors, which plays a crucial role in Board processes and provides independent judgment on issues of strategy and performance. As on March 31, 2025, board comprises of 6 (Six) Directors out of which 3 (Three) Directors are Promoter Executive Directors and remaining 3 (Three) are Non-Promoter Non-Executive Independent Directors. In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Jayantibhai Mohanbhai Kumbhani (DIN: 00587807), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board. The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors are annexed to the Notice convening the 25 th Annual General Meeting.

Key Managerial Personnel:

During the year under review and in accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Ghanshyambhai Kumbhani (DIN: 00587855) who is acting as Chairman & Whole Time Director, Mr. Jayantibhai Kumbhani (DIN: 00587807) who is acting as a Managing Director, Mr. Mukesh Shah who is acting as Chief Financial Officer and Mr. Dhruvitkumar Pareshbhai Mandliya Company who is acting as Company Secretary and Compliance officer. As on date of this report, the Company has Mr. Ghanshyambhai Kumbhani (DIN: 00587855) as Chairman & Whole Time Director, Mr. Jayantibhai Kumbhani (DIN: 00587807) as Managing Director, Mr. Mukesh Shah as Chief Financial Officer and Mr. Dhruvitkumar Pareshbhai

Mandliya as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, chairman and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held on March 21, 2025 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same; b) The Directors had 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 or loss of the Company for that year; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis; e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder:

1. Audit Committee	3. Nomination and Remuneration Committee
2. Stakeholders Relationship Committee	4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report . Audit Committee:

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2025, the Audit Committee comprised Mr. Ashvinkumar Ramnikbhai Trapasiya (Non-Executive Independent Director) as Chairperson and Mr. Hasmukh Veljibhai Vavaiya (Non-Executive Independent Director), Mrs. Mamtaben Hiteshbhai Thumbar (Non- Executive Independent Director) and Mr. Jayantibhai Mohanbhai Kumbhani (Executive Director) as Members. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee (the CSR Committee) with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. The terms of reference of the Committee inter alia comprises of the following:

* To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder;

* To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;

* To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary. The Composition of the Corporate Social Responsibility Committee as on date of this report are as under:

Name of Members	Category	Designation in Committee
Mr. Jayantibhai Mohanbhai Kumbhani	Managing Director	Chairperson
Mr. Ahvinkumar Ramnikbhai Trapasiya	Independent Director	Member
Mr. Hasmukh Veljibhai Vavaiya	Independent Director	Member

During the year under review, CSR Committee Meetings were held on August 20, 2024 and March 21, 2025 in which requisite quorum were present. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities. The CSR Policy may be accessed at the web link https://sikkoindia.com/assets/images/investors/policies/CSR-Policy.pdf The Annual Report on CSR activities in prescribed format is annexed as an Annexure A .

PUBLIC DEPOSIT :

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://sikkoindia.com/assets/images/investors/policies/Whistle-Blower-Policy.pdf

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://sikkoindia.com/assets/images/investors/policies/Nomination-and-Remuneration-Policy.pdf

REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

The Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

WEB LINK OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at https://sikkoindia.com/assets/images/investors/announcement/Annual%20Return%202024-25.pdf

RELATED PARTIES TRANSACTION:

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://sikkoindia.com/assets/images/investors/policies/Policy-on-Related-Party-Transactions.pdf Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as Annexure - B . There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/or at arms length basis.

UTILIZATION OF PROCEEDS OF RIGHT ISSUE

The details of utilization of right issue proceeds as on the date of this report is provided as follows:

Issue proceeds raised during the FY 2024-25	Modified Object, if any	Original Allocation (INR in Lakh)	Modified allocation, if any	Funds Utilized (INR in Lakh)	Amount of Deviation / Variation	Remarks if any
Capital expenditure for purchase of Land, Building Construction and fabrication and Plant & Machineries	--	4100.43	--	3628.29	--	--
General Corporate Purpose	--	778.77	--	778.77	--	--
Offer Related Expenses	--	60.00	--	29.78	--	--

The Company has not raised any fund through issuance of securities during F.Y. 2023-24.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each executive director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as

Annexure - C .

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

MATERIAL CHANGES AND COMMITMENT: there have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report.

MAINTENANCE OF COST RECORDS

The Company has maintained adequate cost records as required to be maintained by the Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant rules made framed thereunder.

SIGNIFICANT AND MATERIAL ORDERS:

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints. (a) number of complaints of sexual harassment received in the year 2024-25 = Nil (b) number of sexual harassment complaints disposed off during the year 2024-25 = Nil (c) number of sexual harassment cases pending for more than ninety days during the year 2024-25 = Nil

MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - D .

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations. The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board. Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the

Companys internal controls over financial reporting was observed.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES:

During the year under review, Sikko Foundation, Section 8 Company Limited by shares has been incorporated as wholly owned subsidiary of the Company for carrying out and social work activities. The Company does not have any Joint venture or associate Company. The financial performance of Subsidiary Companies in prescribed Form AOC-1 is annexed to this Report as Annexure E .

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company

Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Boards Report as Annexure - F .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder and Based on the recommendation of the Audit Committee and the Board of Directors, members of the company in its previous Annual General Meeting held on September 13, 2024, reappointed M/s. D G M S & Co., Chartered Accountants, Jamnagar (FRN: 0112187W), as Statutory Auditors of the Company for the second term of 5 (five) years commencing from the conclusion of 24 th Annual General Meeting (AGM) to hold office till conclusion of the 29 th Annual General Meeting (AGM) of the company to be held in the year 2029 whose period of office would expire on the conclusion of ensuing 29 th Annual General Meeting. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under

Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors

Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. Alap & Co. LLP, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an Annexure G - 1 . The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 issued by M/s. Alap & Co. LLP (LLPIN: ACA-1561), Practicing Company Secretaries, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or reenactment(s) thereof for the time being in force) is annexed to this report as an Annexure G - 2 . The above reports do not contain any qualification, reservation or adverse remark. Appointment of Secretarial Auditor In light of the recent amendments in the SEBI Listing Regulations mandating appointment of Secretarial Auditor for a period of five years. Accordingly, the Board has recommended the appointment of M/s Alap & Co. LLP, a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the Company for a term of 5(five) consecutive years, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s Alap & Co. LLP have given their consent to act as Secretarial Auditors of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

INTERNAL AUDITORS:

The Board of Directors of the Company has appointed M/s. Ashok K. Bhatt & Co, Chartered Accountants, (FRN: 100657W), as an Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2024-25 and the Internal Auditors have presented the observations to the Audit Committee at their meeting held on quarterly basis.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

INSURANCE:

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

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

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

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.sikkoindia.in containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc. LOAN FROM DIRECTORS

As on 31/03/2025, the amount of Loan received from executive promoter directors of the company stood at INR 54.00 Lakhs

ADOPTION OF IND-AS

The company has prepared the opening balance sheet as per Ind AS as of 1 April 2019 (the transition date) by recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognized assets and liabilities. There were no significant reconciliation items between cash flows prepared under previous GAAP and those prepared under Ind AS.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

DETAILS OF THE DESIGNATED OFFICER:

Mr. Dhruvitkumar Pareshbhai Mandliya, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

SECRETARIAL STANDARDS OF ICSI:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by your Company.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review. Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered Office	For and on behalf of Board of Directors
508, Iscon Elegance, Nr. Jain Temple,	For , Sikko Industries Limited
Nr. Prahladnagar Pick up Stand,
Vejalpur, Ahmedabad 380 051.
	Ghanshyambhai M. Kumbhani	Jayantibhai M. Kumbhani
Place: Ahmedabad	Chairman & Whole-time Director	Managing Director
Date: August 11, 2025	DIN: 00587855	DIN: 00587807