The Directors are pleased to present the Thirty-Seventh Annual Report of the Company and the Audited Financial Statements for the year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS

COMPANY’S PERFORMANCE

During the year under review, your Company achieved Total Income of ? 6302.10 Lakhs on a Standalone basis as compared to ^ 10,183.01 Lakhs during the previous Financial Year. After considering Interest, Depredation, Foreign Exchange (Loss) / Gain and Tax, the Company has Net Profit of ? 914.63 Lakhs for the current Financial Year as against Net Profit of ? 1,552.44 Lakhs in the previous Financial Year.

On a Consolidated basis, your Company achieved Total Income of ? 6304.36 Lakhs during the year under review as compared to 7 10,183.10 Lakhs during the previous Financial Year. After considering Interest, Depreciation, Foreign Exchange (Loss) / Gain and Tax, the Company has Net Profit of ? 894.00 Lakhs for the current Financial Year as against Net Profit of ? 1,539.63 Lakhs in the previous Financial Year.

DIVIDEND

The Directors of your Company recommend a dividend of ?4.00 per equity share of ?10.00 subject to the approval of the members, payable to those shareholders whose names appear in the Register of Members as on the book closure date.

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 3 subsidiaries and 1 associate as on March 31,2023. There has been no material change in the nature of the business of the subsidiaries/associates during the period under review.

During the year, the Board of Directors (“the Board”) reviewed the affairs of the subsidiaries/associates. 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/associate in Annexure -1-Form AOC-1 is appended to the Board’s report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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 and expenses incurred for attending meetings of the Company.

The Board based on the recommendations made by the Nomination & Remuneration Committee, recommends the

1. Re-appointment of Mr. Rajeev Sikka as Chairman and Wholetime Director for a period of three years from 01^8t April 2024 to 31^st March 2027 as detailed in the Notice.

2. Re-appointment of Mr. Kunal Sikka as Managing Director & CEO for a period of three years from 01^st April 2024 to 31^st March 2027 as detailed in the Notice.

3. Recommended the re-appointment of Mrs. Anuradha Sikka who retires by rotation at the ensuing Annual General Meeting and, being

eligible, has offered herself for re-appointment, as a Director of the Company.

Further, during the year:

1 .The Members, further to the recommendations made by the NRC and Board, had approved the appointment of Mr. Garimella Bhaskar Venkata Satya (DIN: 08181557) on 28^th September 2023 through Special Majority, as Non-Executive Independent Director, for a period of 5 years from 1⁸¹ October 2022 to 30^th September 2027.

2.Mr. Sathish K S, on recommendation of the NRC, was appointed as Chief Financial Officer of the Company effective 11^r July 2022.

3.During the year, Ms. Sriee Aneetha, had resigned from the position of Company Secretary and Compliance Officer effective 12^th August 2022. Subsequently, Mr. Barun Pandey, on recommendation of the NRC, was appointed as Company Secretary and Compliance Officer of the Company effective 13^th September 2022.

Board Meetings- Six meetings of the Board of Directors were held during the year. For details of the meetings of the Board, reference may be made to the corporate governance report, which forms part of this report.

The disclosures pertaining to the above as required by Schedule V of the Act are provided in the Explanatory Statement accompanying the AGM Notice.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there were no changes in the nature of business as prescribed in Rule 8 (5)(ii) of the Companies (Accounts) Rules, 2014.

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-lll to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Directors' Responsibility Statement is given hereunder:

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 www.sikaqlobal.com/uploads/sikaad/30.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 atwww.sikaalobal.com/uploads/sikaad/NRC%20%20Policv.pdf

AUDIT AND AUDITORS:

a. Statutory Auditors

At the 32^nd AGM, Messrs. B. N. Subramanya & Co., Chartered Accountants (Firm Registration No. 004142S) ("BNS") were appointed as Statutory Auditors of the Company for their second term, as defined in the Act, for a period of five consecutive years from the conclusion of the 32^nd AGM till the conclusion of the 37^th AGM. Consequently, BNS will complete their second term as the Statutory Auditors of the Company at the conclusion of this AGM. Given the limit of two consecutive terms set by the Act, BNS is not eligible to be re-appointed for a third consecutive term.

Accordingly, The Board at their meeting held on 9th August 2023, on the recommendation of the Audit Committee, has recommended the appointment of M/s. Rao & Emmar (Firm Registration No. 003084S) (R&E) as the new Statutory Auditors of the Company, for the approval of the Members at the 37th AGM of the Company for a term of five consecutive years from the conclusion of 37th AGM till the conclusion of the 42nd AGM to be held in the year 2028, on such remuneration as may be mutually agreed between the Board and the Statutory Auditors.

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 2022-23, 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 frauds 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 had appointed Messrs Bharath & Co., Chartered Accountants, Bangalore as the Internal Auditors of the Company to conduct the audit on 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.

Cost Audit-

The maintenance of cost records as specified by the Central Government pursuant to Section 148(1) of the Act, is not required by the Company and accordingly, such accounts and records are not made and maintained.

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.sikaalobal.com/uDloads/sikaad/CSR%20Policv.pdf

Your company have spent Rs.6.00 Lakhs towards ongoing projects, the CSR obligation for the Financial Year 21-22 of Rs.31.65 Lakhs transferred to “Unspent CSR Account” for ongoing projects. The Annual Report on CSR activities is appended as Annexure-lll 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-I I

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 and 134 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: https://www.sikaalobal.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 2022-23, the Company had received zero complaints on sexual harassment, and accordingly no complaints remain pending as of 31^st March 2023.

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 Rs.99.68 Lakhs.

Foreign Exchange Earning and Outgo

During the year under review, the Company earned ?373.05 Lakhs in foreign exchange and spent ? 2,852.33 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.

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.