The Directors are pleased to present the Thirty-Ninth Annual Report of the Company and the Audited Financial Statements for the year
ended 31^st March 2025.

FINANCIAL HIGHLIGHTS

COMPANY’S PERFORMANCE

During the year under review, your Company achieved Total Income of ?15,115.00 Lakhs on a Standalone basis as compared to
?11,139.44 Lakhs during the previous Financial Year. After considering Interest, Depreciation, Foreign Exchange (Loss) / Gain and Tax,
the Company has Net Profit of ?2,528.31 Lakhs for the current Financial Year as against Net Profit of ?1,956.27 Lakhs in the previous
Financial Year.

On a Consolidated basis, your Company achieved Total Income of ?15,367.98 Lakhs during the year under review as compared to
?11,140.24 Lakhs during the previous Financial Year. After considering Interest, Depreciation, Foreign Exchange (Loss) / Gain and Tax,
the Company has Net Profit of ?2,489.19 Lakhs for the current Financial Year as against Net Profit of ?1,937.07 Lakhs in the previous
Financial Year.

DIVIDEND

Based on the Company's performance, your directors are pleased to recommend, for approval of the members, Dividend of ?2.40/- per
equity share of face value of ?2 each (i.e. @ 120%) payable to those members whose names appear in the Register of Members as on
the Record Date i.e. July 02, 2025.

The dividend pay-out is subject to the approval of members at the ensuing Annual General Meeting (AGM).

TRANSFER TO GENERAL RESERVE

No amount is proposed to be transferred to the general reserve for the year under review.

SUBSIDIARY & ASSOCIATE COMPANIES

The Company has 4 wholly owned subsidiaries as on March 31,2025. There has been no material change in the nature of the business
of the subsidiaries during the period under review.

During the year, the Board of Directors (“the Board”) reviewed the affairs of the subsidiaries. In accordance with Section 129(3),
consolidated financial statements of the Company have been prepared, which forms a part of this Annual Report. Further, a statement
containing salient features of the financial statement of the Company's subsidiaries is appended to the Board's report. Please refer the
details in Annexure -1 for AOC-1 Form.

DETAILS OF DIRECTORS AND KMP APPOINTMENT/ RE-APPOINTMENT

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013
(the “Act”) that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other
than sitting fees, commission and expenses incurred for attending meetings of the Company.

Mrs. Anuradha Sikka (DIN: 00902914), will be liable to retire by rotation and being eligible, offers herself for re appointment at the 39^th
Annual General Meeting of the Company scheduled to be held on Wednesday 9^th July 2025.

BOARD MEETINGS

There were 5 meetings of the Board of Directors held during the financial year. For further details, please refer report on Corporate
Governance section of this Annual Report

CHANGE IN NATURE OF BUSINESS

During the year under review, there were no changes in the nature of business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END
OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments for the likely impact affecting financial position between the end of the financial
year and the date of the Report.

AUDIT COMMITTEE AND OTHER BOARD COMMITTEES

The details pertaining to the composition of the Audit Committee and its role are included in the Corporate Governance Report, which is
a part of this Annual Report. In addition to the Committees mentioned in the Corporate Governance Report, the Company has a Corporate
Social Responsibility Committee, the details of which are covered in Annexure-III to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013

i In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation
relating to material departures if any;

ii The Directors have, in the selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for that period;

iii The Directors have taken proper and sufficient care, 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 Directors have prepared the annual accounts on a going concern basis;

v The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively;

vi The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
are adequate and operating effectively.

BOARD EVALUATION

SEBI Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The structure includes the
evaluation of directors on various parameters such as board dynamics and relationships, information flow, decision making, relationship
with stakeholders, company performance, tracking board and committees' effectiveness, and peer evaluation.

As per the provisions of the Act including Schedule IV, the evaluation of all the directors and the Board as a whole was conducted based
on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report.

The Board approved the evaluation results as collated by the nomination and remuneration committee.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017. In a separate
Meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company
was evaluated, taking into account the views of Executive Directors and Non-Executive Directors

Web link where familiarisation programmes imparted to Independent Directors is as below:

The details of familiarisation programmes for Independent Directors can be accessed at
https://www.sikaglobal.com/uploads/sikaad/Familarization Programme Details 2024-25.pdf

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of
Directors, Key Managerial Personnel and their remuneration, which is stated in the corporate governance report that forms part of this
report. The same has been disclosed on the Company's website at www.sikaglobal.com/uploads/sikaad/NRC%20%20Policy.pdf

AUDIT AND AUDITORS:

a. Statutory Auditors

At the 37th AGM, Messrs. Rao & Emmar (Firm Registration No. 003084S) (“R&E”) were appointed as Statutory Auditors of the
Company for their first term, as defined in the Act, for a period of five consecutive years from the conclusion of the 37^th AGM till
the conclusion of the 42^nd AGM. R&E have confirmed that they continue to satisfy the eligibility criteria under Section 139 of
the Act and are not disqualified from continuing as Statutory Auditors of the Company.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Messrs. N. K. Hebbar & Associates, a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as an Annexure
-IV and forms part of this Report.

c. Statutory Auditor’s Report & Secretarial Auditor’s Report

The Statutory Auditor's Report and Secretarial Auditor's Report for the financial year 2024-25, which are annexed hereto as part
of the financial statements and Secretarial Audit report as Annexure IV to this report respectively, do not contain any
qualifications, reservations or adverse remarks.

d. Details of fraud reported by the Auditors under sub-section (12) of section 143 other than those which are reportable
to the Central Government.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee,
any instances of fraud committed against the Company by its officers or employees.

e. Internal Auditors

The Board appointed Messrs. Bharath & Co., Chartered Accountants, Bangalore as the Internal Auditors of the Company to
conduct the audit on the basis of a detailed internal audit plan which is reviewed each year in consultation with the management
and the Audit Committee. On a quarterly basis also, Internal Auditors give presentations and provide a report to the Audit
Committee of the Company.

^f. Cost Audit

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant.
The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of Mr.

M Thimmarayaswamy, Cost Accountant (Membership No. F20731), as the Cost Auditors of the Company to conduct cost audits
for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31,
2026. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor
subject to ratification of their remuneration by the Members at the forthcoming AGM. Mr. M Thimmarayaswamy, Cost
Accountant (Membership No. F20731), has, under Section 139(1) of the Act and the Rules framed thereunder furnished a
certificate of their eligibility and consent for appointment

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to
be undertaken by the Company, which has been approved by the Board. The CSR Policy of the Company is aligned with the Act and is
available on the website of the Company at www.sikaglobal.com/uploads/sikaad/CSR%20Policy.pdf

Your company has spent ?11,69,400 /- towards CSR projects. The unspent CSR obligation for the Financial Year 2023-24 of ?38,50,828
/- has been transferred to a separate “Unspent CSR Account” for ongoing projects. The Annual Report on CSR activities is appended as
Annexure-III to the Board's report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the
Company's policies, the safeguarding of its assets, the preservation of the accounting records, and the timely preparation of reliable
financial disclosures.

RISK MANAGEMENT

The Company has a robust Risk Management framework commensurate with the size and scale of its operations to identify, evaluate
business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and
enhance the Company's competitive advantage.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which
is a part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are disclosed in note 38
of the Financial Standalone Statements forming part of this report. The same was given to a wholly owned subsidiary of the Company
for meeting its statutory requirements.

During the year, the Company provided loans to M/s. Aerotek Sika Aviosystems Private Limited as approved at the 32^nd AGM and to its
wholly owned subsidy M/s. Sika Tourism Private Limited for meeting statutory dues which is at arm length basis.

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. There are no materially significant related party transactions made by the Company with Promoters, Directors, KMP or
other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus
approvals of the Audit Committee were obtained for the transactions of repetitive nature, as applicable. None of the Directors have any
pecuniary relationships or transactions vis-a-vis with the Company. Information on transactions with related parties which were in the
nature for professional and consultancy services, pursuant to section 134 (3)(h) of the Companies (Accounts) Rules, 2014 are annexed
herewith in Form AOC-2 and the same forms part of this report as Annexure-II.

ANNUAL RETURN

In accordance with Section 92 and Section 134 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the draft Annual Return for the financial year 2024-25 is available on the Company's website at the following
link: https://www.sikaglobal.com/investors.html

DISCLOSURES AS PER 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 in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. During
the financial year 2024-25, the Company had received zero complaints on sexual harassment, and accordingly no complaints remain
pending as of 31^st March 2025.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given in the Corporate Governance report that forms a part of the Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public and, as such, no amount on account of principal or interest on deposits
from public was outstanding as on the date of the balance sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy:

The operations of the Company are not energy intensive. However, adequate measures have been taken to conserve and reduce the
energy consumption. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and
operational practices. The key initiatives towards energy conservation were:

a) Improved monitoring of energy consumption;

b) Creating awareness within the Company on energy conservation;

c) Increased focus on procurement of energy efficient equipment; and

d) Exploring options towards utilisation of renewable energy.

Technology Absorption, Adaptation and Innovation

a) Technology absorption and adaptation continues to be at core of the Company's objectives and associated strategy. The
Company continues to use the latest technologies for improving productivity and the quality of its products and services. During
the year the Company has made continued efforts in developing new designs to meet requirements of customers.

b) The research and development efforts of the Company are customer need based and hence it is a continuous process.
Because of its in-house R&D efforts the Company was able to deliver the best solutions to the customers in a cost-effective
manner, including for participation in import substitution programs for aerospace and defence projects capitalising on new
business opportunities and improvement of existing designs.

c) The Company has not imported any technology during the last three years.

d) The expenditure incurred on Research and Development during the year was ?97.28 lakhs.

Foreign Exchange Earning and Outgo

During the year under review, the Company earned ?113.74 Lakhs in foreign exchange and spent ?7,652.99 Lakhs
SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs (MCA).

OTHER DISCLOSURE REQUIREMENTS

a. As per SEBI Listing Regulations, Management Discussion and Analysis, Corporate Governance Report and Auditors'
Certificate on corporate governance are appended, which form part of this report.

b. DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (“Ind AS”)
notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards)
(Amendment) Rules, 2016 read with Section 133 of the Act.

c. Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review, the Company has not issued Shares with Differential Voting Rights.

d. Sub-division of Equity Shares

During the year under review, the Company sub-divided its equity shares of face value ?10/- each into five equity shares of
face value ?2/- each, as approved by the shareholders at the 38th Annual General Meeting. The share split became effective
pursuant to the record date fixed as 17th March 2025. While the number of equity shares increased proportionately, the paid-
up share capital remained unchanged. This initiative was aimed at improving share liquidity and enhancing retail investor
participation.

e. Acquisition of Subsidiary

During the year under review, the Company acquired the remaining 49.14% equity in Aerotek Sika Aviosystems Pvt. Ltd. on
February 26, 2025, making it a wholly owned subsidiary. The move aligns with the Company's strategy to strengthen control
and streamline operations.

ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation of the support which the Company has received from its employees,
shareholders, customers, lenders, business associates, vendors, and the promoters of the Company.

For and on behalf of the Board of Directors
Sika Interplant Systems Limited

Rajeev Sikka
Executive Chairman
DIN: 00902887

Date: 8^th May 2025
Place: Bangalore