Your Directors are pleased to present the 21^st Annual Report and the Audited Financial Statements of the Company for
the year ended 31^st March 2025.

FINANCIAL RESULTS

Financial performance of the Company for the year ended 31^st March 2025 is summarized below:

(C in Lakhs)

STATE OF COMPANY'S AFFAIRS
Review of Operations

During the year 2024-25, the total revenue of the Company
was Rs.54,603 Lakhs as compared to Rs.48,304 Lakhs for
the previous year 2023-24. Profit before tax for the year
2024-25 was Rs.2,002 Lakhs as against Rs.1,215 Lakhs in
the previous year.

• Building Materials division has posted a total
revenue of Rs.43,744 Lakhs and a profit before tax
of Rs.202 Lakhs in the FY 2024-25 as against
Rs.39,294 Lakhs and Rs.233 Lakhs respectively in
previous FY 2023-24.

• Power & Control Systems division has posted a total
revenue of Rs.4,835 Lakhs FY 2024-25 as compared
to Rs.3,443 Lakhs in the previous FY. The profit
before tax was Rs. 956 Lakhs in FY 2024-25 when
compared to Rs.620 Lakhs in the previous FY 2023¬

24.

• Industrial Packaging division has posted total
revenue of Rs.3,986 Lakhs this year as compared to
Rs.4,027 Lakhs in 2023-24. The profit before tax of
this division for the FY 2024-25 was Rs.655 Lakhs as
compared to Rs. 599 lakhs previous FY 2023-24.

• Speciality Chemicals division has posted a total
revenue of Rs.1,105 Lakhs and profit before tax of
Rs.300 Lakhs in FY 2024-25 as compared to Rs.975
Lakhs and Rs.222 Lakhs respectively in previous FY
2023-24.

Dividend

Your Directors are pleased to recommend a dividend of
Re.1/- per equity share (10% on equity capital of the
Company) for the financial year 2024-25. Total dividend
pay-out for the year is Rs.395.72 Lakhs and necessary tax
on dividend will be deducted as per Income Tax Act. The
dividend shall be paid to the eligible shareholders whose

names appear in the Register of Members as on the record
date fixed by the Board.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, the Company
has complied with requirements and the details of which
are disclosed hereunder.

1. Annual Return

As per Section 92(3) of the Companies Act, 2013,
Annual return (Form MGT-7) of the Company is
disclosed on Company's website under the web-link:
https://www.sicagen.com/investors/annual-return/

2. Number of Board Meetings

The Board of Directors met 5 (Five) times in the year
2024-25. The details of the Board meetings and the
attendance of the Directors are given in the
Corporate Governance Report.

3. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act,
2013 Board of Directors confirm that:

(a) in the preparation of the Annual Accounts, the
applicable accounting standards have been
followed and that no material departures have
been made from the same.

(b) they have 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 and
loss of the Company for that period.

(c) they have 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 preventing and
detecting fraud and other irregularities.

(d) they have prepared the annual accounts on a
going concern basis.

(e) they have laid down internal financial controls
to be followed by the Company and such
internal financial controls are adequate and
are operating effectively and;

(f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems were adequate and
operating effectively.

4. Details in respect of frauds reported by auditors

During the year under review, the Auditors have not
reported under Section 143(12) of the Companies

Act, 2013, any instances of fraud committed against
the Company by its officers or employees, in form
ADT-4 as prescribed under Rule 13 of the Companies
(Audit and Auditors) Rules, 2014.

5. Statement on declaration given by Independent
Directors

The Company maintains the requisite number of
Independent Directors as required under Section
149(4) of the Companies Act, 2013 and Regulation
17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015. The Company has
received necessary declaration from each
Independent Director under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria
of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the Listing
Regulations.

6. Remuneration Policy

The Company follows a policy on remuneration of
Directors, Key Managerial Personnel and Senior
Management Personnel including criteria for
determining qualification, positive attributes
and independence of Directors. The following is
the Remuneration Policy for both Executive
and Non-Executive Directors which is
also available on Company's web-link:
https://www.sicagen.com/investors/policies/

(i) . For Executive Directors

The remuneration of the Whole Time Directors
shall comprise of a fixed component and a
performance linked pay, as may be
recommended by the Nomination and
Remuneration Committee and subsequently
approved by the Board of Directors and
Members. Performance Linked Pay shall be
payable based on the performance of the
individual and the Company during the year.
Remuneration trend in the industry and in the
region, academic background, qualifications,
experience and contribution of the individual
are to be considered in fixing the
remuneration. These Directors are not eligible
to receive sitting fees for attending the
meetings of the Board and Committees.

(ii) . For Non-Executive Directors

The Non-Executive Directors will be paid sitting
fees for attending the Board and Committee
Meetings as per the stipulations in the Act, and
the Articles of Association of the Company and
as recommended by the Nomination and
Remuneration Committee. Different scales of

sitting fee may be fixed for each category of
the directors and type of meeting. However,
the fees payable to the Independent Directors
and Woman Directors shall not be lower than
the fee payable to other categories of
directors. In addition to this, the travel and
other expenses incurred for attending the
meetings are to be met by the Company.
Subject to the provisions of the Act and the
Articles of Association, the Company in
General Meeting may, by special resolution,
sanction and pay to the Directors
remuneration not exceeding 1% of the net
profits of the Company computed in
accordance with the relevant provisions of the
Act. The Company shall have no other
pecuniary relationship or transactions with any
Non-Executive Directors.

7. Explanation of Board on qualification of Statutory
Auditors & Secretarial Auditor, if any

The Auditors' Report for the financial year 2024-25
does not contain any qualification, reservation or
adverse remark. The Report is enclosed with the
financial statements in this Annual Report.

As required by the Listing Regulations, the Practicing
Company Secretary's certificate on Corporate
Governance for the financial year 2024-25 is
enclosed as Annexure to this Annual report. The
certificate does not contain any qualification,
reservation or adverse remark.

The Secretarial Auditors' Report for the financial year
2024-25 does not contain any qualification,
reservation or adverse remark. The Secretarial
Auditors' Report is enclosed as Annexure to this
Annual report.

8. Particulars of loans, guarantees or investments
given or made by the Company

During the year under review, Company has not
given any loan, guarantee or provided any security
and made any investments in excess of the limits
prescribed under Section 186 of the Companies Act,
2013. The information relating to investments, loans,
etc., form part of the notes to the financial
statements provided in this Annual Report.

9. Related Party Transactions

The related party transactions entered into with
related parties during the year under review were
in the ordinary course of business and at arm's
length basis and in compliance with the applicable
provisions of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015. There were no materially
significant related party transactions made by the

company with promoters, directors or key
managerial personnel etc., which may have potential
conflict with the interest of the company at large.
Since there are no transactions that are not in arms'
length basis and material in nature, disclosure under
AOC-2 does not arise.

10. Amount transferred or proposed to be transferred
to any reserves

The Company has not transferred or proposed to
transfer any amount to any reserves as there is no
necessity to transfer such amount as required under
the Companies Act, 2013.

11. Material changes and commitments, if any,
affecting the financial position of the Company

There are no material changes and commitments
affecting the financial position of the Company
between the end of the financial year i.e., 31^st March,
2025 and the date of this report.

12. Transfer of unclaimed dividend/shares to the IEPF
account

As required under the provisions of Section 124 and
other applicable provisions of Companies Act, 2013,
and the rules and amendments made thereunder,
the Company is required to transfer the dividends
that remain unpaid/unclaimed for a period of 7
(seven) consecutive years or more to Investor
Education and Protection Fund (IEPF) and also all
the equity shares in respect of which dividends
remain unclaimed/unpaid for a period of seven
consecutive years or more to IEPF account
administered by the Central Government. During the
year, the Company has transferred the unclaimed
dividend amount of Rs.6,63,389.40. pertaining to the
financial year 2016-17 to IEPF account and also
transferred 70,917 equity shares belonging to 989
shareholders underlying the unclaimed dividend
amount & unclaimed suspense account to IEPF. The
dividend and shares transferred to the IEPF can be
claimed back by the concerned shareholders from
the IEPF Authority after complying with the
procedure prescribed under the Rules.

As on 31st March 2025, an amount of Rs.6,82,105.80
is lying in the unclaimed dividend account of the
Company pertaining to the financial year 2017-18
and it would be transferred to the IEPF account
before 10.10.2025. The members who have not
claimed their dividends pertaining to the financial
year 2017-18, may write to the Company/RTA on or
before 25.09.2025 for claiming the same before
transfer to the IEPF account.

The Company is also in the process of transfer of
shares in respect of which dividends remain

unclaimed for last 7 years or more to IEPF account.
Members may after completing the necessary
formalities, claim their unclaimed dividends
immediately to avoid transfer of the underlying
shares to the IEPF.

Year-wise amounts of unpaid / unclaimed dividends
lying in the unpaid accounts up to the year, and the
corresponding shares, which are liable to be
transferred are available on our website, at https://
www.sicagen.com/investors/unpaid-dividends-
share-transfer-to-iepf/

13. Particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo

Particulars required to be disclosed under Section
134 of the Companies Act, 2013 read with the Rule
8(3) of the Companies (Accounts) Rules, 2014
relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo are
given in Annexure I, which forms part of this Report.

14. Risk Management Policy

Risk Management Policy for identifying and
managing risk, at the strategic, operational and
tactical level, has been adopted by the Company. Our
risk management practices are designed to be
responsive to the ever-changing Industry dynamics.
At present the Company has not identified any
element of risk which may threaten the existence
of the Company. However, the Constitution of a Risk
Management Committee as per Regulation 21 of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 is not applicable to
the Company.

15. Corporate Social Responsibility (CSR)

The Company has constituted a CSR Committee of
Board of Directors and has adopted a CSR Policy. The
same is posted in the Company's website at
https://www.sicagen.com/ investors/policies/

The Company is carrying out its CSR activities
through AM Foundation, Not-For-Profit
Organisation. A report in prescribed format detailing
the CSR expenditure for the year 2024-25 forming
part of this report is attached herewith as separate
Annexure II.

16. Evaluation of Board

Your Company has a structured framework for
evaluation of the Individual Directors, Chairperson,
Board as a whole and its committees. The
Independent Directors at their Meeting held on

21.03.2025 evaluated the performance of Non-

Independent Directors, Board as a whole,
Chairperson and assessed the quality, quantity and
timeliness of flow of information between the
Company Management and the Board that is
necessary for the Board to effectively and reasonably
perform their duties.

The Board of Directors at their Meeting held on

26.03.2025 evaluated the performance of all
Independent Directors and the Board as a whole and
its committees and assessed the quality, quantity
and timeliness of flow of information between the
Company Management and the Board through
circulation of questionnaires, to assess the
performance on select parameters relating to roles,
responsibilities and obligations of the Board and
functioning of the Committees. The evaluation
criteria were based on the participation,
contribution and guidance offered and
understanding of the areas etc., which are relevant
to the Directors in their capacity as Members of the
Board/Committees.

17. Directors and Key Managerial Personnel (KMP)

As on the date of the Report, the Board comprises
of 8 Directors including 2-woman Directors. Out of
8 Directors, 4 are Independent Directors of whom 1
Woman Director. All the Independent Directors have
furnished necessary declaration under Section 149
(7) of the Act and under Regulation 25(8) of the
Regulations. As per the said declarations, they meet
the criteria of independence as provided in Section
149 (6) of the Act and the Regulations. All of them
have confirmed that they have registered
themselves with the Indian Institute of Corporate
Affairs under Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, as
amended.

In accordance with provisions of Sec. 152(6) of the
Companies Act, 2013 and the Articles of Association
of the Company, Mr. R. Chandrasekar and Mr. Ashwin
C Muthiah, Directors of the Company retire by
rotation at the ensuing Annual General Meeting and
being eligible, offers themselves for re-election.

Mr. S. Radhakrishnan, Independent Director and
Mrs. Devaki Muthiah Chardon, Non-Executive Non¬
Independent Director have tendered resignations due
to their preoccupation and professional commitments
on 12.08.2025. The Board at its meeting held on

12.08.2025 placed on record its appreciation for the
valuable services rendered by the above Directors
during their tenure.

Consequent to the resignation of
Mr. S. Radhakrishnan from the Board of the

Company, he ceased to be a Director in the material
subsidiary Company namely Wilson Cables Pte Ltd.
At his place Mrs. Rita Chandrasekar, Independent
Director was nominated as Director in the aforesaid
material subsidiary Company.

The Board at its meeting held on 12.08.2025 has re¬
appointed Mr. Nandakumar Varma as Whole Time
Director for further period of 3 years with the same
terms w.e.f. 03.11.2025 and recommended for the
shareholders' approval at the ensuing Annual
General Meeting.

18. Composition of Committees

As on 31st March 2025, the Board has 4 Committees
namely Audit Committee, Stakeholders Relationship
Committee, Nomination and Remuneration
Committee and Corporate Social Responsibility
Committee. A detailed note on the composition of
the Board and its committees is provided in the
corporate governance report and also available in
Company's website at https://www.sicagen.com/
investors/board-of-directors-committees/

19. Deposits

The Company has not invited or accepted any
deposits during the year under review and there are
no deposits covered under Chapter V of the
Companies Act, 2013 (the Act) during the year 2024¬
25, the details of which are not required to be
furnished.

20. Significant and material orders passed by the
regulators or courts or tribunals

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

21. Internal Financial Control

The Company has a proper and adequate internal
control system to ensure that all the assets of the
Company are safeguarded and protected against any
loss that all the transactions are properly authorized
and recorded and Information provided to
management is reliable and timely. The Company
ensures adherence to all statues. The strong and
robust internal control system is in place with
appropriate policies and procedures to ensure the
achievement of operational and strategic goals,
compliance with policies, rules and regulations,
prevention and detection of frauds and errors,
accuracy and completeness of accounting records,
and economical and efficient use of resources.

The Company has engaged M/s. Sundar Srini &
Sridhar, Chartered Accountants, Chennai for the
Internal Audit function to continuously monitor the
effectiveness of internal controls. Audits are

conducted on an ongoing basis and all significant
deviations are brought to the notice of the Audit
Committee. Corrective action is recommended for
implementation by the Audit Committee. All these
measures do facilitate timely detection of any
irregularities and provide early remedial steps. The
Audit Committee approves the audit plan assigned
to the internal auditors and the audit plan is
reviewed annually. Further, the Audit Committee
also reviews the quarterly reports submitted by
internal auditors critically and all material deviations
are seriously viewed.

22. Proceedings under Insolvency and Bankruptcy
Code, 2016

No application has been made or any proceedings
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) against the Company during the
year under review.

23. Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of the
Companies Act, 2013 read with the Rule 7 of the
Companies (Meetings of Board and its powers)
Rules, 2014 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations 2015, the Company has established a
vigil mechanism for its directors and employees to
report their grievances or genuine concerns about
unethical behaviour, actual or suspected fraud or
violation of the Company's code of conduct. In order
to prevent fraudulent activities and also to ensure a
corruption free work environment, a detailed whistle
blower policy has been laid down by the Board. The
details of the whistle blower policy are posted on
the Company's website https://www.sicagen.com/
investors/policies/

24. Internal Complaints Committee

The Company has complied with the provisions of
the constitution of Internal Complaints Committee
to prevent and prohibit any form of Sexual
Harassment of Women at workplace and provide
redressal for woman employees as required under
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company has not received any complaint of
sexual harassment during the year.

25. Compliance with Secretarial Standards

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and
that such systems are adequate and operating
effectively.

26. Particulars of Employees

The particulars of employees required under Section
197(12) read with Rule 5 of the Companies
(Appointment and remuneration of Managerial
Personnel) Rules, 2014 are given in Annexures III &
IV, and form part of this Report.

27. Corporate Governance Report

A Report on Corporate Governance as stipulated
under Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 forms
part of this Annual Report. The requisite certificate
from a Practicing Company Secretary confirming
compliance with the conditions of Corporate
Governance as required under the above Regulation
is attached to this Report.

28. Management Discussion & Analysis Report

Management Discussion & Analysis Report for the
year under review, as stipulated under Regulation
34(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 is attached along
with this report.

29. Auditors

(a) . Statutory Auditors

At the 18th Annual General Meeting (AGM) of
the Company, M/s. SRSV & Associates,
Chartered Accountants, were re-appointed as
Statutory Auditors of the Company for a
further period of 5 years and they will hold
office up to the conclusion of the ensuing 23 rd
AGM.

(b) . Secretarial Auditor

The Company has appointed M/s. KRA &
Associates, Practicing Company Secretaries,
Chennai to carry out necessary secretarial
audit for the financial year 2024-25 as required
under Section 204 of the Companies Act, 2013.
The Secretarial Audit Report issued by
Secretarial Auditor for the year ended 31st
March 2025 is given in the Annexure V.
Pursuant to Regulation 24A(1)(b) of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations 2015, the Board of
Directors has appointed M/s. KRA &
Associates, Practicing Company Secretaries as
Secretarial Auditors of the Company for the
first term of 5 (five) consecutive years w.e.f.

01.04.2025 subject to approval of shareholders
at the ensuing Annual General Meeting.

(c) . Cost Auditor and Cost Audit Report

Pursuant to Section 148 of the Companies Act,
2013 read with the amended rules thereof, the

Board of Directors on recommendation of the
Audit Committee, has appointed
M/s. J. Karthikeyan & Associates, Cost
Accountant as Cost Auditor of the Company
for the financial year 2025-26 to carry out
necessary cost audit in respect of
manufacturing activities of the Company such
as specialty chemicals, drums manufacturing
and governor services. The Board has
recommended the remuneration payable to
the above Cost Auditor for ratification of
shareholders at the ensuing AGM.

30. Share Capital

The Authorized Share Capital of the Company is
Rs.75,00,00,000 divided into 5,00,00,000 equity
shares of Rs.10 each and Rs.25,00,00,000 divided
into 2,50,00,000 Redeemable Preference Shares of
Rs.10 each respectively. The paid-up share capital
of the Company as on 31st March 2025 remains
unchanged at Rs.39,57,16,840/- consisting of
3,95,71,684 equity shares of Rs.10/-each.

31. Dematerialization of Equity Shares

As at 31st March 2025, 3,90,81,979 equity shares
representing 98.76% of the paid-up share capital of
the Company have been dematerialized. The
shareholders holding shares in physical form are
advised to dematerialize their equity shares to avoid
the risks associated with holding the share
certificates in physical form.

32. Subsidiary, Associates and Joint Venture Companies

Pursuant to Section 136 of the Companies Act, 2013
which has given exemption from attaching the
annual reports of subsidiary companies along with
the annual report of the Company, the copies of
Balance Sheet, Statement of Profit and Loss, Report
of Directors & Auditors and other related
information for the year ended 31st March 2025 of
Wholly Owned Subsidiaries namely South India
House Estates And Properties Ltd. and Wilson Cables
Pte Ltd. (Material Subsidiary) are not attached with
this annual report. However, the financial
statements of the aforesaid subsidiary Companies
are available for inspection by any member at the
registered office of the Company and also available
at the Company's website https://sicagen.com/
financials-for-subsidiaries/

Pursuant to Section 129(3) of the Act read with Rule
5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the
financial statements of the aforesaid Subsidiary
Companies for the year ended 31st March 2025,
forming part of this report is attached herewith as

separate Annexure in Form AOC-1. The Company do
not have any Associates or Joint Venture Companies.

33. Consolidated Financial Statements

In accordance with Indian Accounting Standard (Ind
AS) 110 of Institute of Chartered Accountants of
India and Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations 2015, the consolidated financial
statements are prepared by the Company. The
audited consolidated financial statements together
with auditors' report for the financial year ended
31st March 2025 are attached with this annual
report.

Acknowledgement

Your Directors take this opportunity to express their
gratitude to Company's Bankers, NBFCs, Customers,
Suppliers, Govt. Departments and other business
associates for their unstinted support extended to
the Company. Your Directors wish to place on record,
their appreciation of the efficient and dedicated
services rendered by the employees at all levels
across the Company. We are sincerely grateful to all
the shareholders for their confidence, faith and
support in the endeavours of the Company.

For and on behalf of the Board
Place: Chennai Ashwin C Muthiah

Date: 12.08.2025 Chairman

(DIN : 00255679)