Siyaram Recycling Industries Ltd Directors Report

Dear Members,

The Directors of your Company have pleasure to present 20 th Annual Report along with the Audited Financial Statements for the financial year ended 31 st March, 2026.

1) Financial summary or Highlights/Performance of the Company

Your Companys performance for the year ended on March 31, 2026 , is summarized as under:

(Amt in Rs. Lakhs except Earnings per Share)

Particulars	March 31, 2026	March 31, 2025
Revenue from Operations	36,169.10	51,155.84
Other Income	100.89	223.35
Total Income	36,269.99	51,379.19
Total Expenses	35,691.79	49,337.61
Profit/ (Loss) Before tax	578.20	2,041.58
Tax expenses
Current Tax	154.95	589.29
Deferred tax	44.05	(5.10)
Profit / (Loss) for the year	379.20	1,457.39
Earnings per Share	1.74	6.69

For the financial year ended March 31, 2026, the Company recorded a revenue from operations of Rs.36,169.10 Lakh as against Rs.51,379.19 Lakh in the previous year. The total income for the year stood at Rs.36,269.99 Lakh, while total expenses amounted to Rs.35,691.79 Lakh. Consequently, the profit before tax was Rs.578.20 Lakh compared to Rs.2,041.58 Lakh in the previous year. After accounting for current and deferred tax, the profit for the year attributable to equity shareholders was Rs.379.20 Lakh, as against Rs.1,457.39 Lakh for the previous year. The earnings per share for the financial year under review was Rs.1.74 from Rs.6.69 in the prior year.

2) Brief description of the Companys working during the year: Revenue

During the financial year ended March 31, 2026, the Company achieved a Total Income of Rs.36,269.99 Lakh as against Rs.51,379.19 Lakh in the previous financial year. This variation in revenue was primarily due to overall volatility and pricing adjustments across the scrap recycling market during the year.

Cost Management

During the financial year ended March 31, 2026, Total Expenses stood at Rs.35,691.79 Lakh as compared to Rs.49,337.61 Lakh in the previous year. This drop in expenditure reflects Managements active focus on cost optimization and prudent financial discipline during a year of lower operational turnover. By tightening procurement processes, controlling operational overheads, and maintaining strict inventory efficiency, the Company successfully moderated cost escalation, demonstrating strong internal financial controls amidst a challenging market environment.

Profitability

Profit Before Tax for the F.Y. 2025-26 is Rs. 578.20 Lacs . Net Profit After Tax for the F.Y. 2025-26 is Rs. 379.20 Lacs.

These earnings reflect the Companys focus on sustaining operating margins, optimizing capital deployment, and maintaining bottom-line profitability despite market headwinds during the year.

Shareholder Value

During the financial year ended March 31, 2026, the Earnings Per Share (EPS) stood at Rs.1.74 , reflecting the Companys sustained earnings performance and disciplined capital allocation during a challenging period, while continuing to preserve capital to support long-term business sustainability.

Operational Resilience

Amidst fluctuations in metal scrap prices and evolving environmental and regulatory standards within the recycling sector, the Company maintained robust operational continuity and compliance. Strategic focus on process optimization, efficient material handling, and regulatory alignment enabled stable plant operations throughout the year.

The Companys performance for FY 2025–26 was marked by disciplined cost management, operational resilience, and sustained bottom-line profitability despite top-line industry adjustments. This performance was achieved through flexible procurement strategies, operational efficiency, and strict adherence to environmental regulations. The Board remains confident that these foundational initiatives have further strengthened the Companys operational base, positioning Siyaram Recycling to capitalize on upcoming growth opportunities in the recycling sector while safeguarding long-term stakeholder value.

3) State of Companys Affairs:

The company is engaged in the business of

(i) segregation of brass scrap

(ii) manufacturing of brass ingots, billets and brass rods and

(iii) manufacturing of brass-based components (plumbing and sanitary parts). such as brass inserts, brass ceramic cartridges (brass spindles), brass valves, extension nipples etc. as per the customers requirements.

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

4) Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year:

The Company does not have any subsidiary, joint venture, or associate company.

During the year under review, no company became or ceased to be a subsidiary, joint venture, or associate of the Company.

Further, during the financial year under review, M/s. Dwarkadhish Venture Private Limited (formerly known as Siyaram Metals Private Limited) ceased to be the Holding Company of the Company, following a change in the equity shareholding structure.

5) Transfer of Reserves:

For the financial year ended March 31, 2026, the Company has not transferred any amount to the General Reserve. Consequently, the entire balance of profit for the year has been retained in the Surplus / Profit & Loss Account of the Company.

6) Dividend:

With a view to conserve internal accruals and support ongoing working capital requirements, the Board of Directors does not recommend any dividend for the financial year under review.

7) Quality initiative

The Company continues to maintain high standards of quality, reliable service delivery, and robust business continuity management. Our focus on customer satisfaction, structured operational processes, and operational rigor has enabled us to consistently meet client requirements and strengthen client relationships.

8) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

The Company has fully complied with all applicable regulatory requirements prescribed by the Central and State Governments. During the year under review, there were no significant or material orders passed by any Regulators, Courts, or Tribunals impacting the going concern status of the Company or its future operations.

9) Change in the nature of business, if any:

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

10) Material Changes and Commitment, If any affecting the Financial Position of the Company that occurred between the end of the Financial Year to which the Financial Statements relate and the date of the report

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31, 2026) and the date of this Report, except as stated below: Subsequent to the closure of the financial year, the Board of Directors at its meeting held on 29 th July, 2026 , approved the increase in the Authorized Share Capital of the Company from Rs.25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs.45,00,00,000/- (Rupees Forty-Five Crore Only) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each, by the creation of an additional 2,00,00,000 (Two Crore Only) Equity Shares of Rs.10/- (Rupees Ten Only) each, subject to the approval of the shareholders through Postal Ballot.

11) Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year:

The Board of the Company comprises of following Directors and Key Managerial Personnel.

Sr. No. Name of Director & Key Managerial personnel	Designation	DIN / Membership No / PAN
1. Mr. Bhavesh Ramgopal Maheshwari	Managing Director	06573087
2. Mr. Ramgopal Ochhavlal Maheshwari	Chairman & Whole Time Director	00553232
3. Mrs. Madhu Ramgopal Maheshwari	Non-Executive and Non Independent Director	00486584
4. Mrs. Megha Bhavesh Maheshwari	Whole-time director	10270455
5. Mr. Bhuvnesh kumar (Appointed w.e.f 04 th April, 2025)	Non-Executive Independent Director	10581722
6. Mr. Jaimish Govindbhai Patel (Resigned w.e.f. 01 st April, 2025)	Non-Executive Independent Director	09647742
7. Mr. Raimeen Bhanubhai Maradiya	Non-Executive Independent Director	09680179
8. Ms. Kesha Ravi Shah (Resigned w.e.f. 31 st July, 2026)	Company Secretary	A37491
9. Mr. Pushkarraj Jamnalal Kabra	Chief Financial Officer	ALPPK2887B
10. Mr. Samoil Akilbhai Lokhandwala (Appointed w.e.f. 01 st August, 2026)	Company Secretary	A73225

Mrs. Madhu Ramgopal Maheshwari (DIN: 00486584), Director liable to retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment as per the provisions of the section 152 Companies Act, 2013. The resolutions seeking shareholders approval for their re-appointments forms part of the Notice.

Further following changes occurred during the period under review in the Board of Directors and KMP of the company:

i) During the year under review, Mr. Bhuvnesh Kumar (DIN: 10581722) was appointed as an Independent Director of the Company for a term of five (5) consecutive years with effect from 04 th April, 2025 , up to 03 rd April, 2030 , as recommended by the Board of Directors at its meeting held on March 03, 2025, and subsequently approved by the shareholders of the Company by passing a Special Resolution.

ii) Mrs. Megha Bhavesh Maheshwari (DIN: 10270455) was regularized as a Whole-Time Director of the Company with effect from 04 th April, 2025 , as recommended by the Board of Directors at its meeting held on March 03, 2025, and subsequently approved by the shareholders of the Company by passing a Special Resolution.

iii) Mr. Jaimish Govindbhai Patel (DIN: 09647742) resigned from the position of Independent Director of the Company with effect from 01 st April, 2025.

After the reporting period following changes occurred are as under:

Subsequent to the closure of the financial year, Ms. Kesha Ravi Shah resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 31 st July, 2026 .

The Board of Directors at its meeting held on July 29, 2026, approved the appointment of Mr. Samoil Akilbhai Lokhandwala as the Company Secretary and Compliance Officer of the Company, with effect from

01 st August, 2026 .

Number of meetings of the Board of Directors and Committee there of During the year under report, the board of directors of the company have conducted 08 ( Eight ) Board Meetings as per the provisions of the Companies Act, 2013.

Name and DIN of the Directors	Designation	Number of Board meetings during the year 2025-26
		Held & Eligible to attend	Attended
Mr. Ramgopal Ochhavlal Maheshwari (DIN: 00553232)	Chairman & Whole Time Director	08	08
Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087)	Managing Director	08	08
Mrs. Madhu Ramgopal Maheshwari (DIN: 00486584)	Non- Executive Director	08	08
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Non- Executive Independent Director	08	08
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointed w.e.f 4 April, 2025)	Non- Executive Independent Director	08	08
Mrs. Megha Bhavesh Maheshwari (DIN: 10270455)	Whole time Director	08	08

Further, the board of directors of the Company have constituted Five committee namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee, and Internal Complaint Committee.

The details of composition, meetings and attendance as under:

AUDIT COMMITTEE

CONSTITUTION OF AUDIT COMMITTEE

The Company has constituted Audit Committee vide Board Resolution dated August 24, 2023 in compliance with Section 177 of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.

As on March 31, 2026 , The Audit Committee of the company comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Chairman	Independent Director
Mr. Bhuvnesh Kumar (DIN :10581722) (Appointed w.e.f 4 th April, 2025)	Member	Independent Director
Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087)	Member	Managing Director

Note : Following the resignation of Mr. Jaimish Govindbhai Patel (DIN: 09647742) as an Independent Director of the Company with effect from the closing of business hours on April 01, 2025, the Board of Directors, at its meeting held on April 16, 2025, reconstituted the Audit Committee of the Company.

During the financial year 2025-26, 8 (Eight) Audit Committee Meetings were held.

The details of the Audit Committee meetings attended by its members during FY 2025-26 are given below:

Name of the Committee Member	Position in the Committee	Number of Audit Committee meetings during the year 2025-26
		Held	Attended
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Chairman	8	8
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointed w.e.f 4 th April, 2025)	Member	8	8
Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087)	Member	8	8

NOMINATION AND REMUNERATION COMMITTEE

CONSTITUTION OF NOMINATION & REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration Committee vide Board Resolution dated August 24, 2023 as per applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI Listing Regulations.

As on March 31, 2026 , The Nomination and Remuneration Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointed w.e.f 4 th April, 2025)	Chairman	Independent Director
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Member	Independent Director
Mrs. Madhu Ramgopal Maheshwari (DIN: 00486584)	Member	Non-Executive Director

Note : Following the resignation of Mr. Jaimish Govindbhai Patel (DIN: 09647742) as an Independent Director of the Company with effect from the closing of business hours on April 01, 2025, the Board of Directors, at its meeting held on April 16, 2025, reconstituted the Nomination and Remuneration Committee of the Company.

During the financial year 2025-26, 03 (Three) Nomination And Remuneration Committee meeting were held.

The details of the Nomination & Remuneration Committee attended by its members during FY 2025-26 are given below:

Name of the Committee Member	Position in the Committee	Number of Nomination and Remuneration Committee during the year 2025-26
		Held	Attended
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointed w.e.f 4 th April, 2025)	Chairman	3	3
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Member	3	3
Mrs. Madhu Ramgopal Maheshwari (DIN: 00486584)	Member	3	3

STAKEHOLDERS RELATIONSHIP COMMITTEE

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed Stakeholders Relationship Committee vide Board Resolution dated August 24, 2023 as per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations. As on March 31, 2026 , the Stakeholders Relationship Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Chairman	Independent Director
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointed w.e.f 4 th April, 2025)	Member	Independent Director
Mrs. Madhu Ramgopal Maheshwari (DIN: 00486584)	Member	Non-Executive Director

Note : Following the resignation of Mr. Jaimish Govindbhai Patel (DIN: 09647742) as an Independent Director of the Company with effect from the closing of business hours on April 01, 2025, the Board of Directors, at its meeting held on April 16, 2025, reconstituted the Stakeholders Relationship Committee of the Company.

During the financial year 2025-26, 02(Two) Stakeholders Relationship Committee Meeting were held.

The details of the Stakeholders Relationship Committee attended by its members during FY 2025-26 are given below:

Nam e of the Committee Member	Position in the Committee	Number of Stakeholder Relationship Committee meetings during the year 2025-26
		Held	Attended
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Chairman	2	2
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointed w.e.f 4 th April, 2025)	Member	2	2
Mrs. Madhu Ramgopal Maheshwari (DIN: 00486584)	Member	2	2

IV CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Our Company has constituted the Corporate Social Responsibility Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 vide Board resolution dated August 24, 2023.

As on March 31, 2026 , the Corporate Social Responsibility Committee comprised of:

Name of the Committee Member	Position in the Committee	Nature of Directorship
Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087)	Chairman	Managing Director
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointed w.e.f 4 th April, 2025)	Member	Independent Director
Mr. Ramgopal Ochhavlal Maheshwari (DIN: 00553232)	Member	Whole-time director

Note : Following the resignation of Mr. Jaimish Govindbhai Patel (DIN: 09647742) as an Independent Director of the Company with effect from the closing of business hours on April 01, 2025, the Board of Directors, at its meeting held on April 16, 2025, reconstituted the Corporate Social Responsibility (CSR) Committee of the Company.

During the financial year 2025-26, 02(Two) Corporate Social Responsibility Committee Meeting were held.

The details of the Corporate Social Responsibility Committee Meeting attended by its members during FY 2025-26 are given below:

Name of the Committee Member	Position in the Committee	Number of Corporate Social Responsibility Committee meetings during the year 2025-26
		Held	Attended
Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087)	Chairman	2	2
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointed w.e.f 4 th April, 2025)	Member	2	2
Mr. Ramgopal Ochhavlal Maheshwari (DIN: 00553232)	Member	2	2

15) GENERAL MEETING:

I. ANNUAL GENERAL MEETING:

During the Year Under review 19 th Annual General Meeting of the Members of M/s. Siyaram Recycling Industries Ltd was held on Saturday, September 27, 2025 at 02:00 P.M .

II. EXTRA ORDINARY GENERAL MEETING

No Extra Ordinary General Meeting of Members of Siyaram Recycling Industries Limited Was Held during the year.

16) POSTAL BALLOT

During the financial year ended March 31, 2026, the Company successfully conducted a Postal Ballot process in accordance with the provisions of Sections 108 and 110 of the Companies Act, 2013, read with the applicable Rules thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for seeking approval of the members by way of Resolutions for the following Special Businesses:

1. Appointment of Mr. Bhuvnesh Kumar (DIN: 10581722) as an Independent Non-Executive Director of the Company.

2. Regularization of Mrs. Megha Bhavesh Maheshwari (DIN: 10270455) as a Whole-Time Director of the Company.

The aforesaid Special Resolutions were duly passed by the shareholders with the requisite majority through the Postal Ballot process.

Following are Details of Postal Ballot Resolution :

Sr No Particulars	Details
1. Date of Postal Ballot Notice	03 rd March, 2025
2. Name of Scrutinizer and Date of Issue of Report	Report Issued by Murtuza Mandorwala & Associates on 07 th April, 2025
3. E-Voting commenced on	9:00 am (IST) on Thursday, 06 th March, 2025
4. E-Voting ends on	5.00 pm (IST) on Friday 04 th April, 2025.
5. Resolution Deemed to be passed Date	The resolutions deemed to have been passed on the last date of e-voting i.e., 5.00 pm (IST) on Friday 04 th April, 2025

The Company has complied with the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Other Related laws and Regulations in conducting the postal ballot.

Subsequent to the closure of the financial year ended March 31, 2026, the Board of Directors at its Meeting held on 29 th July, 2026 approved a proposal to increase the Authorized Share Capital of the Company, along with a consequential alteration to the Capital Clause (Clause V) of the Memorandum of Association, subject to shareholders approval at ensuing postal ballot of the company.

Pursuant to the applicable provisions of the Companies Act, 2013, the Company initiated a Postal Ballot process to seek shareholder approval for the said alteration by way of an Ordinary Resolution. Remote e-voting for the Postal Ballot commenced on July 31, 2026 , and concludes on August 29, 2026 .

17) Directors Responsibility Statement:

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) and 134(5) of the Companies Act, 2013.

(a) In the preparation of the annual accounts for the year ended 31 st March, 2026 , the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors have selected such accounting policies, 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, 2026 and of the profit of the Company for the year ended on that date.

(c) The Directors 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 for preventing and detecting fraud and other irregularities.

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

(e) 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.

18) Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as Annexure -I to the Boards report.

19) Particulars of employees:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure II forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

20) Extract of the annual return:

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company https://www.siyaramindustries.co.in.

21) Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.

Since all the related party transactions were entered by the Company in ordinary course of business and were in arms length basis . FORM AOC- 2 is attached in Annexure III as the part of Director Report

22) Statutory Auditor and Auditors Report:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Kamlesh Rathod & Associates, Chartered Accountants (FRN: 117930W), Jamnagar, Statutory Auditors of the Company have been appointed for a term of 5 year the 16 th Annual General Meeting held in 2022 till the conclusion of the 21 th Annual General Meeting to be held in the year 2027.

The Statutory Auditors of the Company have given their Audit Report on the financial statements of the Company for the financial year ended 31 st March, 2026. All the items on which the Auditors have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts.

There is no qualification, reservation, adverse remark, comments, observations, or disclaimer given by the Statutory Auditors in their report.

The Company has received confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the Office as Auditors of the company.

23) Secretarial Audit and Auditors Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and amended Regulation 24A of the SEBI Listing Regulations, the company has appointed Murtuza Mandorwala & Associates, Practicing Company Secretary (Membership No. F10745 and C.P. No.:14284) to undertake the Secretarial Audit of the Company for five financial year i.e., from April 1, 2025 to March 31, 2030.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Secretarial Audit report for the financial year ended March 31, 2026 is annexed herewith as Annexure IV to this report. The Secretarial Audit Report contain qualification/remark, and details of the same along with Management reply are as under:

Secretarial Auditor\u2019s Remark	Management Comments
FailedtocomplywithReg.3(5)and/ or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015	The Company has noted the observation regarding Regulations 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, and remains deeply committed to maintaining the highest standards of corporate governance, statutory compliance, and transparency.
	In this regard, all relevant details pertaining to Unpublished Price Sensitive Information (UPSI) were captured and preserved in the Structured Digital Database (SDD). Certain entries were updated retrospectively solely to ensure full data integrity, complete disclosures, and an accurate, unbroken audit trail.
	To eliminate such administrative delays moving forward, the Company has strengthened its internal compliance controls, streamlined automated tracking processes, and deployed reinforced protocols for real-time SDD entries. The Company continues to closely monitor its compliance infrastructure to ensure strict and seamless adherence to all applicable SEBI framework requirements.

Further a certificate has been issued by Murtuza Mandorwala & Associates., Company Secretaries in practice, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed as Annexure – V to this Report.

24) Internal Auditor:

Your Directors are pleased to inform you that, pursuant to the provisions of Section 138 and their applicable provisions, if any, of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended from time to time, CA Prafulla Rani Chode (Proprietor of M/s. Prafulla and Associates), Chartered Accountant, Jamnagar (Firm Regn. No.128094W), were appointed as the Internal Auditors of the Company for the Financial Year 2025–26.

After the reporting Period, In terms of Section 138 of the Companies Act, 2013 and Rules made there under, CA Prafulla Rani Chode (Proprietor of M/s. Prafulla and Associates), Chartered Accountant, Jamnagar (Firm Regn. No.128094W), have been appointed as an Internal Auditors of the Company for Financial Year 2026-27. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost eficiencies.

25) Cost Auditor and Cost Audit Report:

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner by the Company.

During the period under review, the Cost Audit Report for the financial year 2024–25 was duly filed with the Ministry of Corporate Affairs (Central Government) without any qualification, reservation, or adverse remark. Further, M/s. Kalpit Shah & Associates, Cost Accountants (PAN: BLMPS5814E; Firm Registration No.: 003836), were appointed as Cost Auditors for the financial year 2025–26, and their report will be filed within statutory timelines.

Due to pre-occupation with other professional commitments, M/s. Kalpit Shah & Associates expressed their inability to continue as Cost Auditors for the financial year 2026–27.

Consequently, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 18 th May, 2026, appointed M/s. Ankit Kushal & Associates, Cost Accountants (Firm Registration No.: 004655), as Cost Auditors for FY 2026–27, subject to the ratification of their remuneration by the shareholders at the ensuing Annual General Meeting. The Company has received written consent from M/s. Ankit Kushal & Associates along with a certificate confirming their eligibility, independence, and arms-length relationship with the Company under the applicable provisions of the Companies Act, 2013.

26) Particulars of loans, guarantees or investments under section 186:

Details of loans and guarantees given, investments made and securities provided, if any, as covered under the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.

27) Deposits:

During the year under review, The Company has not accepted any deposit any deposit from the public / members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2026, there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review.

Also, During the year under review, the Company has accepted unsecured loans from Directors, which have been duly disclosed in the Audit Report and are in compliance with the applicable provisions of the Companies Act, 2013 and relevant rules made thereunder.

28) Corporate Social Responsibility (CSR):

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in Annexure-VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company through its CSR initiative towards supporting projects in the areas of education, healthcare, rural development, women empowerment and various other social matters continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.

As on March 31, 2026, the CSR Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Bhavesh Ramgopal Maheshwari	Chairman	Managing Director
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointment w.e.f 4 th April, 2025)	Member	Independent Director
Mr. Ramgopal Ochhavlal Maheshwari	Member	Whole-time director

29) Share Capital:

I. Authorized Capital:

During the year under review, the Authorized Share Capital of the Company stood at Rs.25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs.10/- (Rupees Ten) each.

Subsequent to the closure of the financial year under review, the Board of Directors, at its meeting held on 29 th July, 2026 , approved the increase in Authorized Share Capital of the Company from Rs.25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs.10/- each to Rs.45,00,00,000/- (Rupees Forty-Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of Rs.10/- each, by creation of an additional 2,00,00,000 (Two Crore) equity shares of Rs.10/- each, and the consequent alteration of the Capital Clause (Clause V) of the Memorandum of Association of the Company.

The proposed increase and alteration have been placed before the shareholders for approval by way of an Ordinary Resolution through Postal Ballot, the voting for which commenced on July 31, 2026, and will conclude on August 29, 2026.

II. Issued, subscribed and paid-up share capital:

During the financial year under review, there was no change in the issued, subscribed, and paid-up share capital of the Company, which remained unchanged at Rs.21,78,92,120/- (Rupees Twenty-One Crore Seventy-Eight Lakh Ninety-Two Thousand One Hundred Twenty only) divided into 2,17,89,212 (Two Crore Seventeen Lakh Eighty-Nine Thousand Two Hundred Twelve) equity shares of face value Rs.10/- each.

30) Business Risk Management:

The Risk Management process followed by the Company is robust and elaborate, designed to systematically identify, assess, and prioritize risks that require minimization, continuous monitoring, and mitigation. These strategic measures ensure the reduction and control of potential adverse impacts while enabling the Company to maximize the realization of business opportunities.

31) Management Discussion & Analysis Report:

Managements Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as Annexure VII.

32) Disclosure under 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 Rules framed thereunder. Internal Complaints Committee (ICC) is in place for all works and Offices of the Company to redress complaints received regarding sexual harassment.

During FY 2025-26, the Company has Not received any complaints on sexual harassment.

Particulars	Status
(a) number of complaints of sexual harassment received in the year	Nil
(b) number of complaints disposed of during the year; and	Nil
(c) number of cases pending for more than ninety days	Nil

33) DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:

Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby states that the Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961, including but not limited to grant of maternity leave, nursing breaks, protection from dismissal during maternity leave, and provision of creche facilities wherever applicable. The Company remains committed to providing a safe, supportive, and inclusive work environment for all women employees

34) Reporting of frauds by auditors:

During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its Officers or employees, the details of which would need to be mentioned in the Boards report.

35) Vigil Mechanism/Whistle Blower Policy:

The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of Companys Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.

36) Code of Conduct

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Companys website at https://www.siyaramindustries.co.in The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

37) Appointment of RTA:

M/s Cameo Corporate Services Limited is a Registrar and Share Transfer Agent of the company in order to Compliance with the provision of Companies Act, 2013. All the equity shareholders of the Company have Demat their Equity Shares as on March 31, 2026 and none of shareholders holding shares in physical form.

38) Internal Financial Controls and its adequacy:

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).

These responsibilities encompass the design, implementation, and maintenance of adequate internal financial controls operating effectively to ensure the orderly and efficient conduct of business. This includes adherence to Company policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial statements, as mandated under the Companies Act, 2013.

39) Declaration by independent directors:

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

40) CORPORATE GOVERNANCE

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies. a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

41) Industrial Relations:

The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on continuous basis for improving the plant operations and quality process.

The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.

42) Listing with Stock Exchange

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2025-26 to the BSE Limited where the shares of the Company are listed.

43) Prevention of Insider Trading

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

44) Transfer to Investor Education & Protection Fund

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as the Act) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the IEPF Rules), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority, but there is no such unpaid dividend of last seven years, so this clause is not applicable to the company.

45) Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees from time to time.

46) Policy Relating to Directors Appointment and Remuneration:

The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in companys web site https://www.siyaramindustries.co.in/ companyfipolicies.html.

47) Shareholders Dispute Resolution Mechanism

SEBI vide circular 31 July , 2023 and subsequent circular dated 20 th December, 2023, read with Master Circular dated August 11, 2023, has specified that a shareholder shall first take up his/her/their grievance with the listed entity/RTA by lodging a complaint directly with the concerned listed entity/RTA and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/ they can initiate dispute resolution through the Online Dispute Resolution (ODR) Portal. Shareholders are requested to take note of the same

48) Director Remuneration:

During the year the Company has paid remuneration to its directors as more particularly described in notes to accounts of Audited Financial Statement & No Sitting fees have been paid to the Independent directors.

49) Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016:

The company has not made any application during the financial year 2025-26.

50) Compliances of Applicable Secretarial Standards:

The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

51) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable

52) Acknowledgement and appreciation:

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its shareholders, suppliers, dealers, business partners and others associated with the Company and we are deeply grateful for the confidence and faith that you have always reposed in us.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

FOR, SIYARAM RECYCLING INDUSTRIES LIMITED

(Formerly Known as Siyaram Recycling Industries Private Limited)

Sd/-

Ramgopal Ochhavlal Maheshwari

Chairman & Whole Time Director

DIN: 00553232

Date: 24 th August, 2026

Place: Jamnagar