SIP Industries Ltd Directors Report

Dear Members,

The Board presents to the members the 35th Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

Financial Highlights:

The highlights of the standalone financial results for the financial year ended March 31, 2025 are given below:

(All amounts in INR Lakhs)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Income	-	-
Revenue from operations	-	-
Other income	-	-
Total income	-	-
Profit/(loss) before exceptional item	(29.10)	(22.63)
Exceptional item	-	-
Profit/(loss) after exceptional item	-	-
Tax expense:	(29.10)	(22.63)
Current tax	-	-
Deferred tax	-	-
Minimum Alternate Tax credit entitlement	-	-
Total tax expense	-	-
Profit/(loss) after tax	(29.10)	(22.63)
Share of (loss)/profit from joint venture	-	-
Total other comprehensive income/(loss)	-	-
Total comprehensive income/(loss) for the year	(29.10)	(22.63)

The financial statement for the Financial Year ended March 31, 2025, are prepared in accordance with the Companies Act, 2023 ("the Act") and Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

Transfer to reserves:

No amount has been transferred to reserves for the financial year under review.

Dividend:

The Board does not recommend any dividend for the financial year under review. There are no unpaid and unclaimed dividends of previous years and hence the requirement to transfer amount to investor education and protection fund is not applicable to the Company.

State of Companys affairs:

During the year under review, the Company has not carried out any business activities. The Company was under revival process till it has been handed over to Resolution Applicant. Your directors are trying to ascertain new opportunities in the field of trading and cultivation of agricultural products, so that the business can be diversified and company as well as stakeholders be in better position, barring any unforeseen circumstances.

Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements related to and date of this report. There has been no change in the nature of business of the Company.

Capital structure:

Authorised share capital:

During the year under review, the Authorized share capital of the Company remained same i.e., Rs. 10,00,00,000/- (Rupees Ten crores only) divided into 1,00,00,000 (One crore only) equity shares of Rs. 10/- (Rupees ten only) each.

Paid-up share capital:

The Paid-up share capital of the Company is Rs. 4,67,64,150/- (Four Crores Sixty-Seven Lakhs Sixty-Four Thousand One Hundred and Fifty only) divided into 46,76,415 (Forty-Six Lakhs Seventy-Six Thousand Four hundred and fifteen only) equity shares of Rs. 10/- each.

Annual return:

In terms of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the annual return of the Company will be available on the website of the Company at www.sip-industries.com post filing the form with the Registrar of Companies.

Number of meetings of the Board:

During the financial year, Board has met 5 times on 27th May, 2024, 05th August, 2024, 08th November, 2024, 11th February, 2025 and 28th March, 2025.

Directors and key managerial personnel:

Change in the Constitution of Board of Directors:

There has been no change in the constitution of Board of Directors during the year under review excepting the proposed changes below for which resolutions have been set forth in the notice above.

However, Mr. Nangavaram Mahadevan Ranganathan has requested for a change in his directorship, from Whole-time Director to Non-executive Director at the Board Meeting held on 28th May, 2025. A resolution proposing the same has been set forth in the Notice above.

The Board has also appointed Mr. Natesan Kameswaron as an Additional Director at the Board Meeting held on 28th May, 2025. A resolution proposing to appoint him as a Whole-time director has been set forth in the Notice above.

Change in the Constitution of Key Managerial Personnel:

During the year, Ms. Mamtha Madesh resigned as the Company Secretary and Compliance Officer of the Company with effect from 19th June, 2024.

Ms. Archana Jalla was appointed as the Company Secretary and Compliance Officer with effect from 5th August, 2024. Subsequently, she resigned from the post of Company Secretary and Compliance Officer with effect from 10th February, 2025.

Ms. Ramya Ravi (ICSI Membership No. A53694) was appointed as Company Secretary and Compliance Officer with effect from 11th February, 2025.

Mr. Nangavaram Mahadevan Ranganathan resigned from the post of Chief Financial Officer with effect from 28th May, 2025. Subsequently, Mr. Natesan Kameswaron was appointed as Chief Financial Officer with effect from 28th May, 2025.

Composition of Board of Directors and Key Managerial Personnel:

During the period until March 31, 2025, the following are the Directors and Key Managerial Personnel of the Company:

S.No.	Name of the Director	DIN	Designation
1.	Mr. Samiayya Arularasan	09407539	Managing Director
2.	Ms. Lakshmiprabha Kasiraman	02885912	Non-executive NonIndependent Director
3.	Mr. Nangavaram Mahadevan Ranganathan	06377402	Non-Executive Director & CFO
4.	Mr. Ramamurthy Natarajan	09213226	Independent Director
5.	Mr. Ramaiyan Navamurthy	10209589	Independent Director
6.	Mr. Nangavaram Mahadevan Ranganathan	NA	Chief Financial Officer
7.	Ms. Ramya Ravi	NA	Company Secretary and Compliance Officer

Director retiring by rotation:

Mr. Samiayya Arularasan, Director (DIN: 09407539), retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for reappointment. The directors recommend his reappointment.

Appointment of Wholetime Director:

The Directors recommend appointment of Mr. Natesan Kameswaron (DIN 11101170) as whole time Director of the company with effect from 14th August 2025.

Necessary Disclosures:

During the Financial Year under review, the Board of Directors and the Key Managerial Personnel of the Company have made necessary disclosures to the Company, as made applicable in accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations.

Composition of Committees:

The Audit Committee was constituted and comprising of Mr. Ramaiyan Navamurthy, Independent Director as Chairperson, Mr. Nangavaram Mahadevan Ranganathan, NonExecutive Director and Mr. Ramamurthy Natarajan, Independent Director as Members.

The Nomination and Remuneration Committee was constituted and comprising of Mr. Ramaiyan Navamurthy, Independent Director as Chairperson, Mr. Nangavaram Mahadevan Ranganathan, Mrs. Lakshmiprabha Kasiraman, both Non-Executive Directors as Members.

The Investor Grievance Committee was constituted and comprising of Mrs. Lakshmiprabha Kasiraman, Non-Executive Director as Chairperson, Mr. Nangavaram Mahadevan Ranganathan, Non-Executive Director, and Mr. Ramaiyan Navamurthy, Independent Director as Members.

During the year under meeting of committees held are as follows:

-I- Five (5) meetings of the Audit Committee;

-I- Three (3) meeting of the Nomination and Remuneration Committee;

-I- Two (2) meetings of the Investor Grievance Committee; and -I- One (1) meeting of the Independent Directors

Declaration from Independent Directors:

The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements).

Regulations, 2015 and declarations under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 from all the Independent Directors.

A separate meeting of the Independent Directors was held on 28th March, 2025.

• To review the performances of Non-independent Directors and Executive Directors

• To assess the quality, quantity and timeliness of flow of Information.

Policy on directors appointment and remuneration:

In terms of provisions of Section 178 of the Act and applicable provisions of the Listing Regulations, the Company had put in place a policy on directors appointment and remuneration. The policy has been posted on the website of the Company.

Risk management:

The Company had put in place a risk management policy, for monitoring, mitigating, reporting and effectively managing the risks that are envisaged on the conduct of business wherein all material risks faced by the Company are identified and assessed.

Vigil Mechanism / Whistleblower policy:

The Company had put in place a vigil mechanism/ whistleblower policy. The details of the policy as well as establishment of vigil mechanism are provided in the corporate governance report and are also available on the website of the Company.

Corporate social responsibility:

Pursuant to Section 135 of the Act and rules and regulations made there under, the Company was not required to spend any amount for the CSR purpose during the year under review. Accordingly, the annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is not applicable to the Company.

Subsidiaries, joint ventures or associate companies:

The Company does not have subsidiary companies or Joint Ventures or Associate Companies.

Adequacy of internal financial control system with reference to financial statement:

During the year, the 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 reference to financial statement.

Auditors and their reports:

Statutory auditor:

M/s Murali & Venkat, (Firm registration number: 0021625) Chartered Accountants, Chennai was appointed as Statutory auditor of the company for a period of 5 consecutive ears at the 33rd Annual General Meeting of the Company held on January 8, 2024. They will be continuing as the statutory auditors of the Company for a period of 5 (Five) consecutive financial years, till the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2029.

Statutory auditors report:

No qualifications, reservations, adverse remarks or disclaimer were made by the statutory auditor in their report on the financial statement for the financial year ended March 31, 2025.

Secretarial auditor:

M/s KRA & Associates (FRN: P2020TN082800), Practicing Company Secretaries and peer reviewed firm, were appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year ended March 31, 2025, as required under Section 204 of the Act. The secretarial audit report of the Company, are annexed as Annexure III and forms an integral part of this report.

Further, Regulation 24A of the SEBI Listing Regulations, as recently amended, requires listed entities to undertake Secretarial Audit by a Secretarial Auditor who is a peer reviewed Company Secretary or Secretarial Audit Firm to be appointed with the approval of the shareholders at the AGM of the Company for not more than two terms of five consecutive years each.

Accordingly, based on the recommendation of the Audit Committee, the Board, at its Meeting held on August 14, 2025, has approved and recommended to the Members, the appointment of M/s KRA & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company, for a term of 5 (five) consecutive years, from the conclusion of this AGM till the conclusion of the 40th Annual General Meeting.

Hence a resolution proposing the appointment has been set forth in Item no.6 of the Notice of this Annual General Meeting.

Secretarial auditors report:

The secretarial audit report for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Reporting of frauds by auditors:

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the boards report.

Internal Auditor:

M/s. Chandra Sekaran M S & Co., Chartered Accountants, (FRN: 015048S), was the Internal Auditor of the Company for the Financial Year 2024-25 and to maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The scope and authority of the Internal Audit function is clearly defined by the Audit Committee of the Board. The Internal Auditor monitor and evaluate the efficacy and adequacy of the internal control system of the Company, its compliance with applicable laws/regulations, accounting procedures and policies on a standalone basis. Based on the reports of the Internal Auditor, corrective actions will be undertaken, thereby strengthening the controls. Significant audit observations and action plans were presented to the Audit Committee of the Board on a quarterly basis.

Particulars of loan, guarantee or investment under Section 186 of the Companies Act, 2013:

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statement provided in this annual report.

Deposits:

The Company did not accept any deposits within the meaning of the provisions of Chapter V (Acceptance of deposits by companies) of the Act during the year under review. Neither any deposit is unclaimed or unpaid during the financial year ended March 31, 2025.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information pertaining to conservation of energy and technology absorption, as required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, are not applicable to the Company. Further, during the year under review, there was no transaction involving foreign exchange earnings and outgo.

Secretarial standards:

The Company complies with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The organization has implemented a policy aimed at preventing sexual harassment of women in the workplace, in accordance with the guidelines outlined in the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) PoSH Act of 2013. As part of this initiative, an internal committee has been established to effectively address any complaints that may arise. This policy extends its coverage to all types of employees, including permanent, contractual, temporary, and trainees. The established committee is fully operational and dedicated to addressing employee grievances.

Category	FY 2024-2025	FY 2023-2024
Total Complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)	Nil	Nil
Complaints on PoSH as a % of female employees/Worker	Nil	Nil
Complaints on PoSH upheld	Nil	Nil

Particulars of contracts or arrangement with related parties:

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the Financial Year 2024-25 were in the ordinary course of business and at arms length pricing basis. The Form AOC-2 with details of all related party transactions is provided as Annexure-II of this report and as part of notes to the financial statements.

Further, the Board of Directors has identified that there are material related party transactions proposed to be entered, which are more than 10% of the turnover. Hence, such transactions are requiring approval Special Resolution to be passed by the shareholders and is presented in Item no.3 of Notice of this Annual General Meeting

Particulars of employees and remuneration:

There were three employees employed throughout the year. The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure I and forms an integral part of this report.

Significant and material orders passed by the regulators or courts or tribunals impacting going concerns status and Companys operations in future:

There were no significant or material orders passed by the regulators or courts or tribunals or statutory and quasi-judicial body impacting the going concern status and Companys operations in future.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year:

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Details of difference between amount of the valuation done at the time of one- time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

There was no one-time settlement done by the Company and hence the details of difference in valuation arising between such one-time settlement and the loan taken from the banks or financial institutions do not arise.

Directors responsibility statement:

To the best of knowledge and beliefs, the directors of the Board make the following statements in terms of Section 134(3)(c) of the Act:

i. in the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting standards had been followed and no material departures have been made from the same;

ii. such 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 at the March 31, 2025, and of the profit / loss of the Company for the year under review;

iii. the 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 of the Company have been prepared on a going concern basis;

v. the internal financial controls were in place and such internal financial controls were adequate and were operating effectively; and

vi. the Reconstituted Board has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Other disclosures:

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. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b. The Company has not issued sweat equity shares;

c. The Company has not implemented any employee stock option scheme;

d. None of the directors except Mr. Nangavaram Mahadevan Ranganathan, in the capacity of CFO of the company, received any remuneration or commission from Company;

e. There was no revision made in financial statement or the directors report of the Company;

f. There has been no change in the nature of business of the Company;

g. The Company has not obtained any credit rating of its securities;

Management Discussion and Analysis Report:

Pursuant to Schedule V of Listing Regulations "Management Discussion and Analysis Report" is given separately and forms part of this Report.

Annual evaluation of the Board on its own performance and of the individual directors:

The Companies Act and Listing Regulations contain provisions on evaluation of the performance of the Board and its Committees as a whole and Directors including Independent Directors, Non-Independent Directors and Chairperson individually. In pursuant thereof, annual evaluation of performance of the Board, working of its committees, contribution and impact of individual directors has been carried out for peer evaluation on various parameters.

On the advice of the Board of Directors, the Nomination and Remuneration Committee has formulated the criteria for evaluating the performance of the Board of Directors & its committees, Independent Directors, Non-Independent Directors, the Chairman and the Managing Director. Based on that, performance evaluation of the Board, Committees of the Board and every Individual Directors including the Independent Directors of the Company has been undertaken. The Independent Directors of the company have also convened a separate meeting for this purpose. The results of the performance evaluation have been communicated to the concerned.

Compliance of the Provisions relating to the Maternity Benefit Act, 1961:

The Company is committed to providing a supportive and inclusive workplace for all employees. In line with the provisions of the Maternity Benefit Act, 1961. The Company ensures that all eligible women employees are granted paid maternity leave and other prescribed benefits.

During the year under review, no women employees availed maternity leave. The Company also provides flexible working arrangements and nursing breaks to support employees in balancing work and family responsibilities.

Acknowledgements

The Board acknowledge and thanks all the stakeholders of the Company including its employees, customers, shareholders, bankers, vendors, lenders, regulatory and government authorities and stock exchanges for their cooperation and support and look forward to their continued support in future.

By the order of the Board of Directors,
For SIP Industries Limited
Sd/-	Sd/-
Samiayya Arularasan	Nangavaram Mahadevan Ranganathan
Managing Director	Director
DIN:09407539	DIN:06377402
Place: Chennai
Date: 14th August 2025