Siyaram Silk Mills Ltd

<dhhead>Board's Report</dhhead>

To the Members,

Your Directors have pleasure in presenting the 46^th Annual Report of the Company along with Audited Financial Statements for the year ended 31^st March, 2024.

1. Standalone Financial Results:

2. Operations:

During the year under review, the Total Revenue of your Company was 2,12,472 Lakhs as compared to

2,26,951 Lakhs in the previous year. The net profit for the year stood at 18,468 Lakhs against 25,182 Lakhs in the previous year.

3. Dividend:

Your Directors are pleased to recommend a Final Dividend of 4/- (200%) per Equity Share of 2/- each for the year 2023-24. During the year the Company had paid 1^st Interim Dividend of 4/- (200%) per Equity Share and also 2^nd Interim Dividend of 3/- (150%) per Equity Share of 2/- each. The aggregate Dividend for the year is 11/- (550 %) per Equity Share (previous year Dividend of 11/- (550%) per Equity Share of 2/- each), with a total outlay of 4,990.70 Lakhs as against

5,155.70 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/investor-relationship-doc/policy/2021-2022/Siyaram-Dividend-Distribution-Policy-Final.pdf.

4. Share Capital:

The Paid-up Share Capital of the Company as on 31^st March, 2024 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 31^st March, 2024, none of the Directors of the Company hold convertible instruments in the Company.

Buyback:

During the year the Board of Directors at their meeting held on 12^th August, 2023 approved Buyback Offer of 16,61,530 fully paid-up Equity Shares of 2/- each (representing 3.54 percent of total number of Equity

Share of the Company as on March 31, 2023) at a price of 650/- per Equity Share payable in cash for a total consideration not exceeding 10799.94 Lakhs from the shareholders on a proportionate basis by way of a tender offer. Pursuant to Regulation 5(via) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 ("Buyback Regulations") and the resolution passed by the Buyback Committee on 14^th September, 2023, (i) The Buyback price was increased from 650/- per Equity Share to 720/- per Equity Share and (ii) The maximum numbers of Equity Shares proposed to be bought back had been reduced from 16,61,530 fully paid-up Equity Shares to 14,99,992 fully paid-up Equity Shares representing upto 3.20% of total number of Equity Shares of the

Company. In accordance with the provisions of the

Buyback Regulations, the Buyback Offer opened on

25^th September, 2023 and closed on 3^rd October, 2023. The settlement of all valid bids were completed on 10^th

October, 2023 and equity shares bought back have been extinguished on 19^th October, 2023. After buyback process, the Paid-up Equity Share Capital of the Company reduced from 937.40 Lakhs to 907.40 Lakhs w.e.f.

19^th October, 2023.

5. Reserves:

The Company has transferred 10000.00 Lakhs to General Reserves during the year under review.

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 Auditors of the Company confirming compliance of conditions of Corporate Governance forms part of the Annual Report.

8. Directors:

In terms of 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 of 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. Shrikishan D. Poddar (DIN:00160323), Director, retires by rotation and being eligible, offers himself for re-appointment. Your Directors commend his re-appointment.

The Board has approved the re-appointment and remuneration of Shri. Pawan D. Poddar (DIN:00090521) as Joint Managing Director for a further period of 5 years from 1^st August, 2024 to 31^st July, 2029 and Shri. Ashok M. Jalan, as Senior President cum Director (DIN:00456869), for a further period of 5 years from 30^th January, 2025 to 29^th January, 2030. The Board has also approved the re-appointment of Shri. Sachindra N. Chaturvedi (DIN:00553459), Shri. Deepak R. Shah (DIN:06954206), Shri. Ashok N. Desai (DIN:03609419) and Shri. Chetan S. Thakkar (DIN:03273267) as Independent Directors of the Company for a second term of 5 consecutive years from 1^st August, 2024 to 31^st July, 2029. Necessary resolutions have been put up in the Notice of the ensuing Annual General Meeting (AGM) for approval of the members. Your Directors commend the resolutions.

Brief resume of Director being re-appointed as required by the SEBI (LODR) Regulations, 2015 and Secretarial

Standards 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 appointmentfrom the 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 Director, viz. Smt. Mangala R.Prabhu was appointed for 2^nd term of 5(five) consecutive years and holds office upto 24^th March, 2029. Shri. Sachindra N. Chaturvedi, Shri.Deepak R. Shah, Shri. Ashok N. Desai, and Shri.

Chetan S. Thakkar, Independent Directors, hold office upto 31^st July, 2024.

Criteria for appointment of Independent Directors.

The Independent Directors shall be of high integrity with relevant experience and expertise in the fields of manufacturing, 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

Directors, 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 20^th March, 2024 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

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 31^st March 2024, 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 31^st March, 2024 and of the profit of the Company for the year under review; iii) that the Directors have taken proper and 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 authorized, 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 organization.

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.

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

14. Key Financial Ratios:

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/annual-returns/ Draft-MGT-7.pdf.

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 31^st March, 2024.

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.

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 business and were on an arm’s length basis. There are no materially significant 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/2023-2024/Siyaram-Related-Party-Transactions-Policy.pdf.

Members can refer to Note No.42 to the Standalone Financial Statements which sets out related party transaction 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 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 the Regulators / Courts which would impact the going concern status of the Company and its future operations.

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 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-policy. pdf.

27. Auditors: a. Statutory Auditors:

In the 44^th AGM held on 23^rd July, 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 F.Y. 2023-24 was carried out by M/s. K. G. Goyal & Associates, Cost Accountants and the related Report will be filed on or before

27^th September, 2024. The Cost Audit Report for the F.Y. 2022-23 was filed on 6 ^th September, 2023.

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 F.Y. 2024-25. 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 2023-24. 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.

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 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 SustainabilityReport (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.