SIP Industries Ltd Management Discussions

ANNEXURE 4 -

Management Discussion and Analysis as required under Regulation 34 of SEBI (LODR) Regulations, 2015 read with Schedule V of the said Regulations, forms part of this Boards Report as follows:

As part of CIRP of the company, the Honble National Company Law Tribunal, Chennai Bench ("NCLT"), had approved the resolution plan submitted by Mr. Samiayya Arularasan (Resolution Applicant) u/s 31 of the Insolvency and Bankruptcy Code (IBC) 2016 on April 25, 2022. In accordance with the provisions of the IBC and the NCLT order, the approved resolution plan is binding on the Company and other stakeholders involved in the resolution plan.

Subsequently, after an interim period under the control of monitoring committee constituted by NCLT, in a meeting held on January 05, 2023, the board of directors of the Company ("Reconstituted Board" or "Board") was reconstituted by the monitoring committee. In the same meeting, the erstwhile board of directors were dissolved and all the directors of the erstwhile board of directors were deemed to have resigned. Further upon conclusion of the closing meeting, the Monitoring Committee stood dissolved.

Pursuant to and in accordance with the implementation of the approved resolution plan, the Resolution Applicant has acquired 95% of the paid-up share capital of the Company. The Resolution Applicant is the new promoter of the Company. The remaining 5% shares shall be distributed to the non-promoter public shareholders, as on the date of approval of resolution plan, on a pro rata basis. The company is in the process of implementing the revised shareholding pattern in accordance with the approved Resolution Plan. This includes lifting of the trading suspension and subsequent listing of new shares on the Stock Exchange.

The Reconstituted Board is submitting this report in compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("Listing Regulations").

This report contains forward-looking statements based on certain assumptions and expectations of future events. The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or will be realized. The Companys actual results, performance or achievements can thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify, or revise any forward-looking statements, on the basis of any subsequent developments, information or events.

Your directors are trying to ascertain new opportunities so that the business can be diversified and company as well as stakeholders be in better position barring any unforeseen circumstances.

The competition from existing and new entrants and managing the geographical / capacity expansion present the Company with new challenges. The Company is making all efforts to revive the business and hopes for good results in the current year.

The Companys entire business is planned to be from agricultural activities. There are no other primary / secondary segments in the Companys business

Pursuant to the implementation of the approved resolution plan, the erstwhile board of directors were dissolved and replaced with the new board of directors. The new board of directors were entrusted with the management of the affairs of the Company from January

05. 2023. The new board is in the process of reviving the business of the company and this may have a positive impact on the Companys long- term business and profitability.

In any business, risks and prospects are inseparable. As a responsible management, the Companys principal endeavor is to maximize returns. The Company continues to take all steps necessary to minimize losses through detailed studies and interaction with experts.

The Reconstituted Board reviewed the internal control system of the Company and has initiated steps to implement the robust internal control framework including standard operating procedures. The Reconstituted Board are of the opinion that based on the knowledge/ information gained by them about affairs of the Company in a limited period of time from records of the Company, the Company has effective internal financial control systems

There is no significant change (i.e., change of 25% or more as compared to the immediately previous financial year) in key financial ratios, as per the standalone financial statement of the Company.

There was no significant business activity in the company for the past two years and hence there is change in return on net worth.

Statements made in this report, particularly those which relate to management discussion and analysis, describing the Companys objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or implied in the statement depending on the circumstances.