Your Directors have pleasure in presenting the 47^th Annual Report of the Company along with Audited Financial Statements for the year
ended March 31, 2025.

1. Standalone Financial Results:

2. Operations:

During the year under review, the Total Revenue of your
Company was ' 2,29,562 Lakhs as compared to ' 2,12,472
Lakhs in the previous year registering a growth of 8.04%.
The net profit for the year stood at ' 19,873 Lakhs against
' 18,468 Lakhs in the previous year registering a growth of
7.61%.

3. Dividend:

Your Directors are pleased to recommend a Final Dividend
of ' 5/- (250%) per Equity Share of ' 2/- each for the year
2024-25. During the year the Company had paid 1^st Interim
Dividend of ' 4/- (200%) per Equity Share and 2^nd Interim
Dividend of ' 3/- (150%) per Equity Share of ' 2/- each. The
aggregate Dividend for the year is ' 12/- (600 %) per Equity
Share (previous year Dividend of ' 11/- (550%) per Equity
Share of ' 2/- each), with a total outlay of ' 5,444.41 Lakhs
as against ' 4,990.71 Lakhs in the previous year.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI
(LODR) Regulations, 2015”/ “Listing Regulations”), the Board
of Directors of the Company (“the Board”) has approved
and adopted the Dividend Distribution Policy and the
same is available on the Company's website at the link
https://siyaram-images.s3.ap-south-1.amazonaws.com/
images/investorrelationship-doc/policy/2021-2022/
Siyaram-DividendDistribution-Policy-Final.pdf

4. Share Capital:

The Paid-up Share Capital of the Company as on March
31, 2025 was ' 907.40 Lakhs. During the year under review,
the Company has not issued shares with differential voting
rights nor granted stock options nor sweat equity. As on

March 31, 2025, none of the Directors of the Company hold
convertible instruments in the Company.

Issue of Redeemable Preference Shares by way
of Bonus:

The Board at its meeting held on October 26, 2024 had
approved Scheme of Arrangement between the Company
and its shareholders under Section 230 of the Companies
Act, 2013 (“Scheme”) which inter-alia, provides for issuance
and allotment of 9% Cumulative Non-Convertible
Redeemable Preference Shares by way of bonus in 2 Series
(i.e. 4(four) 9% Cumulative Non-Convertible Redeemable
Preference Shares of ' 10/- each fully paid up of the
Company for every 1(one) Equity Share of ' 2/- each fully
paid up(“Series - I”) and 3(three) 9% Cumulative Non¬
Convertible Redeemable Preference Shares of ' 10/- each
fully paid up of the Company for every 1(one) Equity Share
of ' 2/- each fully paid up (“Series - II”). Series-I and Series-
II will be redeemed at the end of 3 years and 5 years,
respectively, from the date of its allotment. The Scheme is,
inter alia, subject to receipt of the statutory, regulatory and
other requisite approvals, including approval from stock
exchanges, jurisdictional National Company Law Tribunal
(“NCLT”) and the shareholders and creditors (as applicable)
of the Company. Application for approval of the Stock
Exchange(s) was submitted within prescribed time however
requisite approval is awaited.

5. Reserves:

During the Financial Year under review, the Board of
Directors have not recommended transfer of any amount
of profit to any reserves. Hence, the amount of profit for the
financial year under review has been carried forward to the
Statement of Profit and Loss.

6. Management Discussion And Analysis:

A separate section on Management Discussion and Analysis
Report (“MD&A”) is included in the Annual Report as required
under Regulation 34(2)(e) of the Listing Regulations.

7. Corporate Governance:

A report on Corporate Governance as stipulated in the
Listing Regulations, together with Certificate from the
Auditors of the Company confirming compliance of
conditions of Corporate Governance as stipulated under
the aforesaid regulations, forms part of the Annual Report.

8. Directors:

In terms with the requirements of the Listing Regulations, the
Board has identified core skills, expertise and competencies
of the Directors in the context of the Company's businesses,
which are detailed in the Report on Corporate Governance.

All the Directors have affirmed that they have complied with
the Company's Code of Conduct & Ethics.

Further, in terms with Section 150 of the Companies Act,
2013 (“Act”) read with Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have
registered themselves with the databank maintained by
the Indian Institute of Corporate Affairs. The Independent
Directors who were required to clear the online proficiency
self-assessment test have passed the test.

Directors appointment / re-appointment.

Shri. Ashok M. Jalan (DIN: 00456869), Director, retires by
rotation and being eligible, offers himself for re-appointment.
Your Directors commend his re-appointment.

Brief resume of Director being re-appointed as required by
the SEBI (LODR) Regulations, 2015 and Secretarial Standard
on General Meetings are provided in the Annexure to the
Notice convening the AGM of the Company.

Declaration from Independent Directors.

All Independent Directors have given declaration that they
meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (LODR) Regulations, 2015.

Company's Policy on appointment and
remuneration of Directors.

Appointment of Independent Directors.

All Independent Directors of the Company are appointed
for a term of 5 years. Accordingly, the Independent Directors
were appointed for 2^nd term of 5(five) consecutive years, i.e.
Smt. Mangala R. Prabhu was appointed from March 25, 2024
and holds office upto March 24, 2029 and Shri. Sachindra
N. Chaturvedi, Shri. Deepak R. Shah, Shri. Ashok N. Desai,
and Shri. Chetan S. Thakkar, Independent Directors, were
appointed from August 1, 2024 and they hold office upto
July 31, 2029.

Criteria for appointment of Independent Directors.

The Independent Directors shall be of high integrity
with relevant experience and expertise in the fields of
manufacturing, research and development, innovations,
marketing, finance, taxation, law, governance and general
management, so as to have a diverse Board.

Criteria for appointment of Managing Directors/
Whole Time Directors.

The Nomination and Remuneration Committee shall identify
persons of integrity who possess relevant experience and
expertise particularly in the Textile Industry, leadership
qualities required for the position and shall take into
consideration recommendation, if any, received from any
member of the Board.

Remuneration Policy.

The Company follows a policy on remuneration for Directors
and Senior Management Employees, details of the same are
given in the Corporate Governance Report.

Performance Evaluation.

Pursuant to the provisions of the Companies Act, 2013 and
the Listing Regulations, the Nomination and Remuneration
Committee has laid down the criteria for evaluation of the
performance of Individual Director, the Board as a whole and
also the Secretarial Department. Evaluation of performance
is undertaken annually.

The performance evaluation of the Chairman and the Non
Independent Directors was carried out by the Independent
Directors at a separately convened meeting held on
March 1, 2025 at which the performance of the Board as
a whole was also evaluated and the performance of the
Secretarial Department was also reviewed. The Company
has implemented a system of evaluation on the basis of a
structured questionnaire which comprises evaluation criteria
taking into consideration various performance related
aspects. The performance evaluation of the Independent
Directors was carried out by the entire Board (excluding the
Director being evaluated).

The Directors expressed their satisfaction with the evaluation
process.

9. Number Of Board Meeting:

The Board of Directors met 4(four) times during the year, the
details of which are provided in the Corporate Governance
Report.

10. Committees Of The Board:

The Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance Committee

6. Share Transfer Committee

7. Risk Management Committee

8. Allotment Committee

9. Buyback Committee

10. Committee of Independent Directors

The details of the Committees along with their composition,
number of meetings and attendance at the meetings are
provided in the Corporate Governance Report.

11. Directors' Responsibility Statement:

As stipulated under Section 134(3)(c) of the Companies Act,
2013, your Directors confirm as under:-

i) that in the preparation of the accounts for the financial
year ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departure, if any;

ii) that the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2025 and of
the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient
care for 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;

iv) that the Directors have prepared the accounts for the
financial year on going concern basis.

v) the Directors have laid down internal financial controls,
which 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 were adequate and operating
effectively.

12. Internal Financial Control System:

Your Company has in place an adequate internal financial
control system, commensurate with the size and complexity
of its operations. Necessary checks and controls are in
place to ensure that all assets are safeguarded, to detect
and prevent errors and frauds and that the transactions
are properly verified, adequately authorised, correctly
recorded and properly reported. The Statutory Auditors/
Internal Auditors of the Company conduct Audit of
various departments to ensure that internal controls are
in place and submit Reports to the Audit Committee. The
Audit Committee regularly reviews these Reports and the
Company when needed takes corrective actions.

The Statutory Auditors also audit the effectiveness of the
Company's internal financial control system. No major
inefficiencies were reported

13. Human Resources/ Industrial Relations:

Your Company treats its Human Resources as its important
asset and believes in its contribution to the all-round growth
of your Company. Your Company takes steps, from time
to time, to upgrade and enhance the quality of this asset
and strives to maintain it in agile and responsive form. Your
Company is an equal opportunity employer and practices
fair employment policies. Your Company is confident that
its Human Capital will effectively contribute to the long term
value enhancement of the organisation.

Your Directors further state that during the year under
review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company has constituted an
Internal Complaints Committee to ensure implementation
and compliance with the provisions of the Act and the Rules.

Industrial relations with staff and workmen during the year
under review continued to be cordial.

14. Key Financial Ratios:

Note: (1) Above ratios are based on Standalone Financials of the
Company.

15. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013, copy of the Annual Return of
the Company prepared in accordance with Section 92(1) of
the Act read with Rule 11 of the Companies (Management
and Administration) Rules, 2014 may be accessed on
the Company's website at the link https://siyaram-
images.s3.ap-south-1.amazonaws.com/images/investor-
relationship-doc/47^th-agm-documents/2024-2025/Draft-
MGT-7-2024-2025.pd.

16. Fixed Deposits:

During the year under review, your Company has not
accepted any fixed deposits and there were no unclaimed
deposits or interest thereon as on March 31, 2025.

17. Particulars Of Loans, Guarantees And
Investments:

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013, are provided in the notes to the Standalone Financial
Statements.

18. Subsidiary Companies:

Cadini S.R.L.

The Company has a wholly owned foreign subsidiary,
namely Cadini S.R.L., Italy. Pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient
features of the financial statements of the subsidiary is given
in Form AOC-I and forms part of the Annual Report.

Considering the criteria mentioned in Regulation 16 of the
Listing Regulations, the subsidiary of the Company is not a
Material Subsidiary.

The Board of Directors of the Company has approved a
Policy for determining material subsidiaries which is in line
with the requirements of Listing Regulations. The Policy
has been uploaded on the website of the Company and
the same can be accessed at https://siyaram-images.s3.ap-
south-1.amazonaws.com/images/investor-relationship-doc/
policy/2023-2024/SSML-Policy-for-determining-material-
subsidiaries.pdf.

19. Consolidated Financial Statements:

The Consolidated Financial Statements of the Company are
prepared in accordance with the relevant Indian Accounting
Standard issued by the Institute of Chartered Accountants of
India and forms part of the Annual Report.

20. Vigil Mechanism / Whistle Blower Policy:

The Company has framed a Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any. The
details of the Policy are given in the Corporate Governance
Report and the Policy is posted on the Company's website at
the link https://siyaram-images.s3.ap-south-1.amazonaws.
com/images/investor-relationship-doc/policy/2023-2024/
whistle-blower-policy.pdf.

21. Related Party Transactions:

All related party transactions that were entered into during
the financial year were in the ordinary course of business
and were on an arm's length basis. There are no materially
significant related party transactions entered into by the
Company with Promoters, Directors, Key Managerial
Personnel or other related parties which may have a
potential conflict with the interest of the Company at large.
During the year, the Company has not entered into related
party transactions which could be considered as material in
accordance with the Policy on Related Party Transactions of
the Company. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC -2 is not applicable to
your Company.

All related party transactions for the year are placed before
the Audit Committee as well as before the Board for

approval. The transactions entered into with related parties
are reviewed on a quarterly basis by the Audit Committee.

The Policy on Related Party Transactions as approved by the
Audit Committee and Board is uploaded on the Company's
website at the link https://siyaram-images.s3.ap-south-1.
amazonaws.com/images/investor-relationship-doc/
policy/2025-2026/Siyaram-Related-Party-Transactions-
Policy-2025-2026.pdf

Members can refer to Note No.42 to the Standalone
Financial Statements which sets out related party transactions
disclosures.

22. Risk Management:

In line with the regulatory requirements, the Company has
framed a Risk Management Policy to identify and assess the
key business risk areas and to put in place a mechanism for
mitigation of risk. A detailed exercise is being carried out at
regular intervals to identify, evaluate, manage and monitor
all business risks. The Risk Management Committee as well
as the Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through
a properly defined framework.

23. Significant And Material Orders Passed By
The Regulators Or Courts:

There are no significant and material orders passed by the
Regulators / Courts which would impact the going concern
status of the Company and its future operations.

24. Material Changes And Commitments
Affecting Financial Position Between The
End Of The Financial Year And The Date Of
This Report:

There have been no material changes or commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of this Report.

25. Conservation Of Energy, Technology
Absorption And Foreign Exchange Earnings
And Outgo:

Information pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts)
Rules, 2014, is given in Annexure -I to this Report.

26. Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility (CSR)
Policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year are set out in
Annexure -II to this Report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules,
2014. The Policy is available on the Company's website at
the link https://siyaram-images.s3.ap-south-1.amazonaws.
com/images/investor-relationship-doc/policy/2023-2024/
csr-policv.pd.

27. Auditors:

a. Statutory Auditors:

In the 44^th AGM held on July 23, 2022, M/s. Jayantilal
Thakkar & Co., Chartered Accountants (FRN104133W),
have been appointed as Statutory Auditors of the
Company for a period of 5(five) years from the
conclusion of the 44^th AGM till the conclusion of the
49^th AGM of the Company to be held in the year 2027.

Further, the Report of the Statutory Auditors, M/s.
Jayantilal Thakkar & Co., Chartered Accountants
(FRN104133W), forms part of the Annual Report.
The observations made in the Auditors' Report are
self-explanatory and therefore do not call for any
further comments.

b. Cost Auditors:

As per the provisions of Section 148 of the Companies
Act, 2013, read with the Companies (Audit and Auditors)
Rules, 2014 framed thereunder, the Cost Audit of the
cost records of the Company for the FY 2024-25 was
carried out by M/s. K.G Goyal & Associates, Cost
Accountants and the related Report will be filed on or
before September 27, 2025. The Cost Audit Report for
the FY 2023-24 was filed on September 6, 2024.

The Board of Directors have appointed M/s. K.
G. Goyal & Associates, Cost Accountants, as Cost
Auditors to audit cost records of the Company for the
FY 2025-26. A resolution seeking members' approval
for the remuneration payable to them forms part of
the Notice convening the AGM.

c. Secretarial Auditors:

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. GMJ & Associates, Company Secretaries to
undertake Secretarial Audit for the financial year 2024¬
25. The Secretarial Audit Report is annexed herewith as
Annexure - III. There is no secretarial audit qualification
for the year under review.

During the year under review, the Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

The Board of Directors have appointed M/s. GMJ
& Associates, Company Secretaries as Secretarial
Auditors of the Company to conduct Secretarial Audit
for a period of 5 (five) consecutive years from the
conclusion of the 47^th AGM till the 52^nd AGM i.e. FY
2025-26 to FY 2029-30. Resolution seeking members'
approval forms part of the Notice convening the AGM.

28. Particulars Of Employees:

The information required pursuant to Section 197(12) of the
Companies Act, 2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is attached as Annexure -IV In terms of the
provisions of Section 197(12) of the Act read with sub¬
rule (2) and (3) of Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the norms and other particulars of
employees drawing remuneration in excess of the limits set
out in the said Rules are provided in the Report. However,
having regard to the provisions of the first proviso to Section
136(1) of the Companies Act, 2013 the details are excluded
from the Report sent to members. The required information
is available for inspection at the registered office/ corporate
office and the same shall be furnished on request.

29. Change In The Nature Of Business, If Any.

There is no change in the nature of business of your
Company during the year under review.

30. Business Responsibility And Sustainability
Report (BRsR):

The Business Responsibility and Sustainability Report
as required by Regulation 34(2)(f) of the SEBI (LODR)
Regulations, 2015 is annexed as Annexure - V and forms
part of this Report.

31. Appreciation:

Your Company is grateful for the continued co-operation
and support extended to it by the Government and Semi¬
Government Authorities, Shareholders, Financial Institutions,
Banks, Customers and Vendors. Your Directors also express
their warm appreciation for the dedicated and sincere
services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

RAMESH D. PODDAR

Place: Mumbai Chairman and Managing Director

Date: May 12, 2025 DIN - 00090104