Director's Report

To

The Members,

SIGACHI INDUSTRIES LIMITED

Your directors are pleased to present the 34thAnnual Report together with the audited financial statements for the year ended 31st March 2023. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

FINANCIAL SUMMARY/HIGHLIGHTS:

A summary of the Company's financial results for the Financial Year 2022-23 is as under:

(Rs In Lakhs)

REVIEW OF OPERATIONS:

Standalone:

During the year under review, the total income has increased to Rs. 29,699.54 lakhs from Rs. 25,203.44 lakhs of the previous year. Your company reported a Net Profit of Rs. 4,156.02 lakhs (Previous Year of Rs. 3,802.88 lakhs) after providing for Income Tax and Deferred Tax of Rs. 1,001.75 lakhs (Previous Year of Rs. 1,093.68 lakhs).

Consolidated:

During the year under review, the total income has increased toRs. 30,871.68 lakhs from Rs. 25,291.94 lakhs of the previous year. Your company reported a Net Profit of Rs. 4,353.62 lakhs (Previous Year of Rs. 4,003.73 lakhs) after providing for Income Tax and Deferred Tax of Rs. 1,094.25 lakhs (Previous Year of Rs. 1,156.13 lakhs).

BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and as on the date of this Board's Report, there was no change in Business. However, the company has expanded its business into OTC, nutraceutical and Food & Nutrition markets.

AMOUNTS TRANSFERRED TO RESERVES:

During the year under review, your Company transferred a sum of Rs. 103.90 lakhs being 2.5% of the Profit after Tax of the Financial Year to the general reserve. An amount of Rs. 12,088.32 lakhs is proposed to be retained in the profit and loss account.

DIVIDEND:

The Directors are pleased to recommend a Dividend of 10% i.e., Re. 1/- per equity share on the Paid-up Equity Share Capital of the Company for the financial year 2022-23. The total outgo on account of dividend, stands at Rs. 3,07,42,500/- for which necessary provision has been made in the accounts.

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their KYC requirements with the Company/ Bigshare Services (in case of shares held in physical mode) and Depositories (in case of shares held in demat mode).

In case the Dividend payable to any shareholder exceeds Rs. 5000/- a tax of 7.5% will be deducted at source from the gross dividend. A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of nondeduction of tax at source by email to cs@sigachi.com. or before 07.09.2023. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to cs@sigachi.com. The aforesaid declarations and documents need to be submitted by the shareholders on or before 07.09.2023.

In terms of Regulation 43A of the Securities and Exchange Boardof India ("SEBI") (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("Listing Regulations), the Dividend DistributionPolicy was adopted to set out parameters and circumstances thatwill be taken into account by the Board while determining thedistribution of dividend to the shareholders. The Policy is availableon the website of the Company under the web link www.sigachi.com.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

The provisions of Section 125(2) of the Companies Act, 2013 (the Act) do not apply as there was no amount in the unclaimed dividend account remaining unpaid under sub-section (5) of section 124 of the Companies Act, 2013.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report (i.e., 25.05.2023)

MEETINGS OF THE BOARD:

Five(5) Board Meetings were held during the financial year ended 31st March 2023. The details of the Board Meetings with regard to their dates and attendance is as below: and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

COMMITTEES OF THE BOARD:

1. Audit Committee

The Audit Committee was duly constituted and is in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations read with Section 177 of the Companies Act, 2013 and is included in the Corporate Governance report, which forms part of this report.

2. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company was duly constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 and is included in the Corporate Governance report, which forms part of this report.

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Company was duly constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 and is included in the Corporate Governance report, which forms part of this report.

4. IPO Committee:

The Company constituted an IPO Committee before the Initial Public Offer consisting of one Independent Director with Mr. Amit Raj Sinha as the Chairperson,Mr. Rabindra Prasad Sinha, Mr. S. Chidambaranathan, Mr. Sarveswar Reddy Sanivarapuand Mr. Swami Das Nigam as Members. However, Mr. Swami Das Nigam resigned w.e.f. 07.01.2023.

5. Risk Management Committee

The Company had been undertaking the activity of identifying key business and sustainability risks and taking actions to mitigate such risks from time to time. The matters related to risks and their management has been shared with the Board of Directors from time to time. However, a structured process is now felt necessary in the light of global sustainability risks faced by all businesses in the light of the challenges that have unfolded over the last 15 months. The Company has put in place a Risk management Policy and has constituted a Risk Management Committee of the Board. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy under which various risks associated with the business operations are identified and risk mitigation plans have been put in place.

6. Transformation Committee

The Board of Directors in its meeting held on 10.01.2023 has constituted the Transformation Committee to monitor the growth of business of the Company. Details of the member of the Committee are:

*Mr. Mohankrishna Reddy Arvabumi resigned as Independent Director on 15.02.2023.

APPOINTMENT/ RE-APPOINTMENT/ RESIGNATION/ RETIREMENT OF DIRECTORS/CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

Mr. Lijo Stephen Chacko and Mr. Vijay AmrutlalBhavsar, vide their letters dated 8th June 2022, stepped down from the Board as an Independent Director and whole-time Director respectively due to their personal reasons. The Board through circular resolution on 8th June 2022 acknowledged and accepted their resignations and has placed on record its sincere appreciation for the services rendered by them during their tenure.

In the Board meeting held on 27th October 2022, the Board appointed Ms. BinduVinodhan and Mr. Mohankrishna Reddy Arvabumi as an additional Independent Directors and their appointment was regularized in the Extra-Ordinary General Meeting of the company held on 23rd January 2023.

Further, Mr. Swami Das Nigam, Non- Independent, NonExecutive Director of the Company, resigned from the board vide his letter dated 7th January 2023. The Board in its meeting held on 10th January 2023 took the resignation on record.

Mr. Mohankrishna Reddy, vide his resignation letter dated 15th February 2023, stepped down from the Board as an Independent Director due to his personal reasons.

As of the end of the current Financial Year, the Company has a total strength of 6 Directors out of which 3 are Independent Directors.

Mr. Rabindra Prasad Sinha and Mr. Chidambarnathan Shanmuganathan, Whole-time Directors being eligible has offered themselves to retire by rotation in the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

Mr. Amit Raj Sinha, Managing Director & CEO, Mr. O. Subbarami Reddy, CFO and Ms. Shreya Mitra, Company Secretary& Compliance Officer are the Key Managerial Personnel of the Company.

INDEPENDENT DIRECTORS:

The Board in its meeting held on 27th October 2022 appointed Ms. BinduVinodhan and Mr. Mohankrishna Reddy Arvabumi as Additional Independent Directors for a period of two years w.e.f. 27th October 2022, subject to approvals of the Members at the Annual General Meeting.

At the Extra-Ordinary General Meeting of the Company held on 23rd January 2023, theirappointment was regularized and they were appointed as Independent Directors of the Company for the period of 2 years w.e.f.27.10.2022.

Mr. Mohankrishna Reddy, vide his resignation letter dated 15th February 2023, stepped down from the Board as an Independent Director due to his personal reasons.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.All the Independent Directors have all registered themselves with IICA and all the three Independent Directors have cleared the proficiency test as prescribed by IICA.

The Independent Directors are in compliance with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Independent Directors are in compliance with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. Code of Conduct for Directors and senior management personnel under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the company the link to which is https:// www.sigachi.com/Policies/1 .pdf

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

SHARE CAPITAL:

The authorized share capital as at March 31, 2023 was Rs.3200.00 Lakhs and the paid-up Equity Share Capital as at March 31,2023 stood at Rs 3074.25 Lakhs.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The information on the subsidiary, Sigachi US Inc., & Sigachi MENA FZCO, pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure-I in Form AOC-1. However, the Company does not have any holding, associate and joint venture Companies during the year under review.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

In the financial year ended March 31, 2023, there have not been any instances, wherein companies which have become or ceased to be subsidiaries, associates and joint ventures except incorporation of "SIGACHI MENA FZCO" as a wholly Owned Subsidiary in Dubai.

DEPOSITS:

The Company has not accepted/renewed any deposits from the public/members under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2023, there has been no noncompliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Com pany is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company shall comply with these requirements within the prescribed timelines.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Policy of the Company on prevention of Insider Trading lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

NON-EXECUTIVE DIRECTORS' COMPENSATION & DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors other than the Sitting fees and reimbursement of expenses.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the chairman are further facilitated to familiarize the incumbent Director aboutthe Company/ its Businesses and the group practices.

INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company's internal control procedures which include financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization's pace of growth and increasing complexity of operations. The Internal Auditors' team carries out extensive audits throughout the year. During the year under review such controls were tested and no reportable material weaknesses in the design or operation were observed.

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure IVand forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSRPOLICY):

The CSR Committee was constituted as per Section 135 of the Companies Act, 2013 and Rule 5 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as disclosed in the Corporate Governance report.

Disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 in prescribed formis enclosed as Annexure II to the Directors Report. During the financial year 2022-23, the Company has spent Rs.79.25 lakhs towards various CSR activities in line with the requirements of Section 135 of Companies Act,2013. Areas of Activities undertaken by the Company are Eradicating hunger, poverty and malnutrition & making available safe drinking water.

POLICY ON DIRECTOR'S APPOINTMENT ANDREMUNERATION AND OTHER DETAILS

The assessment and appointment of Members to the Board isbased on a combination of criterion that includes ethics, personaland professional stature, domain expertise, gender diversity andspecific qualification required for the position.

The potentialBoard Member is also assessed on the basis of independencecriteria defined in Section 149(6) of the Companies Act, 2013 andRegulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013and Regulation 19(4) of SEBI (LODR) Regulations, 2015, onthe recommendations of the Nomination and RemunerationCommittee, the Board adopted a remuneration policy for Directors,Key Management Personnel (KMPs) and Senior Management. ThePolicy is attached a part of Corporate Governance Report.

The Board affirms that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policyof the Company.

POLICY ON NOMINATION AND REMUNERATION:

In compliance with requirements of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has laid down a Nomination & Remuneration policy.

The salient features of the NRC Policy are as under:

1. Setting out the objectives of the Policy

2. Definitions for the purposes of the Policy

3. Policy for appointment and removal of Director, KMP and Senior Management

4. Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management & other employees.

5. Remuneration to Non-Executive/ Independent Director.

The Nomination and Remuneration Policy is available on the website of the company, the link to which is: https://www. sigachi.com/Policies/6.pdf

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 and as approved by the Nomination and Remuneration Committee and the Board.

The Board has worked out the following Evaluation Criteria of working of the Board and of the Committees of the Board:

A) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Roles and Functions

- Fulfillment of the Independence criteria and his / her independence from the management.

B) For Executive Directors:

- Performance as Team Leader/ Member

- Evaluating Business Opportunityandanalysis of Risk Reward Scenarios

- Key Set Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held in March 2023. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors and Independent External Persons. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. During the financial year 2022-23, there were no materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm's length basis and in the ordinary course of business.

Form AOC-2 has been attached as an Annexure- III to the Directors' Report.

LOANS, GUARANTEES OR INVESTMENTS:

Your company has not given any Loans, Investments & Guarantees whatsoever to any other company as envisaged under Section 186 of the Companies Act, 2013.

AUDITORS:

a) Statutory Auditors

The members of the Company in accordance with Section 139 of the Companies Act, 2013 have passed a resolution for the appointment of M/s. T. Adinarayana& Co., (Firm Registration No. 00041S) as Statutory Auditors of the Company for a period of 5 years in the 32nd Annual General Meeting held on 20th September 2021 to hold office up to the conclusion of 37thAnnual General Meeting of the Company.

The Auditors' Report for fiscal 2023does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated audited financial results of the Company for the Financial Year ended March 31, 2023from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and held valid certificate issued by the Peer Review Board of the ICAI.

b) Cost Auditor

Your Company is required to make and maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

M/s. MPR & Associates (Registration No. 000413), Cost Accountants carried out the cost audit of products included under CTA CODES 7204, 7228, 7326, 7503, 7602, 8108, 8401,8482, 8483, 8487, 8803 and 9306 in relation to the financial year ending 31st March 2023. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for the year ending 31st March 2023.

The Company has maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

c) Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) &Section 204 of the Companies Act, 2013, the Board has appointed Ms. Aakanksha, Practicing Company Secretary, as the Secretarial Auditor of the Company. She has undertaken Secretarial Audit of the Company for financial year ending 31st March 2023.

d) Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company, M/s PSRV & Co. LLP, Chartered Accountants for the Financial Year 2022-23.

Deviations are reviewed periodically and due compliances were ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed by M/s PSRV & Co. LLP, Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed Ms. Aakanksha, Company Secretary in practice as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2023.

The Secretarial Audit was carried out by Ms. Aakanksha, Company Secretary in practice for the financial year ended March 31,2023.

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31,2023 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013

The Report given by the Secretarial Auditor is annexed herewith as Annexure- V and forms integral part of this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/ guidelines issued thereunder.

The Company has filed the Annual Secretarial Compliance Report for the year 2022-23 with the BSE Ltd and National

Stock Exchange of India Limited, as provided by the a Practicing Company Secretary was filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoingprocess within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risksand also to identify business opportunities. As a process, the risksa ssociated with the business are identified and prioritized basedon severity, likelihood and effectiveness of current detection.Such risks are reviewed by the senior management on a quarterly basis.

Risk Management Committee of the Board of Directors of yourCompany assists the Board in:

(a) overseeing and approving theCompany's enterprise-wide risk management framework; and

(b) overseeing that all the risks that the organization faces suchas strategic, financial, credit, market, liquidity, security, property,IT, legal, regulatory, reputational, other risks have been identifiedand assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks. Thedevelopment and implementation of risk management policyhas been covered in the Management Discussion and Analysis,which forms part of this Report.

Pursuant to Section 134(3)(n) of the Companies Act, 2013 the Company has formulated and implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply. The management ishowever, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is no impact on the Company in case any of these risks materialize.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behavior and has put

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in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee sought or was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The link to our Vigil Mechanism Policy is:https://www.sigachi.com/Policies/15.pdf

REMUNERATION RECEIVED BY MANAGING/ WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Managing/Whole time Director of the Company did not receive any remuneration from the subsidiary company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that we have selected such accounting policies and applied them consistently and madejudgments 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 and loss of the Company for that period;

c. that proper and sufficient care has been taken 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. that the annual accounts have been prepared on a going concern basis;

e. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

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

The information pertaining to conservation of energy, technology absorption, foreign exchangeEarnings and outgo as required under Section 134 (3)(m) of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 is furnished in Annexure-VI and attached to this report.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act') and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the website at www.sigachi.com.

As per the provisions of Section 4 of Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and all other applicable, if any, provisions for the time being in force read with rules & regulations framed under the Act and subject to such guidelines issued from time to time for the protection of women against sexual harassment at the workplace, the Board re-constituted the Internal Committee (IC) in its meeting held on 27thDecember 2021 as follows:

CONSTITUTION OF COMMITTEE:

All employees are covered under this policy. During the year 2022-23, there were no complaints received by the Committee.

BUSINESS RESPONSIBILITY AND SUSTAINBILTY REPORT:

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report and is annexed as Annexure VII.

ORDERS, IF ANY, PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and company's operations in future.

INSURANCE:

The properties and assets of your Company are adequately insured.

CREDIT & GUARANTEE FACILITIES

The Company has availed Working Capital facilities and Term Loan from Kotak Mahindra Bank.

ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is disclosed on the website www.sigachi.com.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairsand other Secretarial Standards voluntarily adopted by the company.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the year ended March 31, 2023have been prepared in accordance with the provisions of Section 129(3) of the Companies Act and applicable Accounting Standards and form part of this report.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with first proviso of Section 129(3) of the Companies Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary Company in Form AOC-1 is appended to this report, which forms part of the Financial Statements. The separate Audited Financial Statements in respect of the Subsidiary are also available on the website of the Company at www.sigachi. com

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, and a report on Corporate Governance duly audited is appended as Annexure VIII for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and Segment- wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure IV for information of the Members.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company www.sigachi.com.

ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility.

The Company has been taking upmost care in complying with allpollution control measures from time to time strictly as per thedirections of the Government.

The Directorswould like to place on record our appreciation for the effortsmade by the management and the keen interest shown by theEmployees of your Company in this regard.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relatingto statutory compliance with regard to the affairs of the Companyin all respects.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution process was initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

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

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

DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31,2023.

CEO/ CFO CERTIFICATION:

The Managing Director cum CEO and CFO certification on the financial statements under regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2022-23 is annexed in this Annual Report as Annexure IX.

STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure X (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure X (b).

In terms of section 136 of the Companies Act, 2013 the said annexure is open for inspection at the registered office of the Company during the working hours. Any member interested in obtaining a copy of the same may write to the Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. Amit Raj Sinha, Managing Director, Rabindra Prasad Sinha ,Director and S Chidambaranathan Director of the Company to the median remuneration of the employees is 1:0.012, 1:0.017 and 1:0.017 respectively.

CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2022-23. A declaration signed by the Managing Director affirming compliance with the Company's Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2022-23 as required under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report which is appended as Annexure 'XI' and forms part of this Report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required

FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up anyof the following activities except as mentioned below:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by itfor purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: The proposed special resolution seeking consent for making the preferential issue of shares did not secure the requisite majority at the Extraordinary General Meeting held on 04.02.2023 and hence the proposed preferential issue was dropped.

8. Rights Issue of Shares:NA.

CREDIT RATING:

The Company has been awarded Care A- Stable credit rating for its long-term bank facilities by Care Ratings Limited.

The Company is also assigned by Care Ratings a Care A- longterm rating and A2 for short term rating. The rated instrument reflects strong degree of safety and lowest credit risk.

AWARDS AND RECOGNITIONS:

a. Top SME award by India SME Forum

b. Great place to work certification

ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to the Company activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed in the Company.