Siyaram Recycling Industries Ltd Directors Report

Dear Members,

The Directors of your Company have pleasure to present 19^th Annual Report along with the Audited Financial Statements for the financial year ended 31^st March, 2025.

1) Financial summary or Highlights/Performance of the Company

Your Companys performance for the year ended on March 31, 2025, is summarized as under:

(Amt in Rs. Lakhs except Earnings per Share)

Particulars	March 31, 2025	March 31, 2024
Revenue from Operations	51,155.84	41,298.84
Other Income	223.35	126.29
Total Income	51,379.19	41,425.13
Total Expenses	49,337.61	40,409.53
Profit/ (Loss) Before tax	2,041.58	1,01 5.60
Tax expenses
Current Tax	589.29	284.69
Deferred tax	(5.10)	(21.31)
Profit / (Loss) for the year	1,457.39	752.23
Earnings per Share	6.69	4.00

For the financial year ended March 31, 2025, the Company recorded a revenue from operations of 51,155.84 Lakh as against 41,298.84 Lakh in the previous year. The total income for the year stood at 51,379.19 Lakh, while total expenses amounted to 49,337.61 Lakh. Consequently, the profit before tax was 2,041.58 Lakh compared to 1,015.60 Lakh in the previous year. After accounting for current and deferred tax, the profit for the year attributable to equity shareholders was 1,457.39 Lakh, as against 752.23 Lakh for the previous year. The earnings per share for the financial year under review was 6.69, up from 4.00 in the prior year.

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

Revenue Growth

The Company reported increase in total income, up by 51,155.84 Lakh as against 41,298.84 Lakh in the previous year This growth is indicative of successful business strategies in expanding operational capacity and enhancing revenue streams, despite an increasingly competitive and volatile scrap recycling market.

Cost Management

Total expenses grew only slightly, reflecting the managements continued focus on prudent financial discipline and operational efficiency. The ability to moderate cost escalation, even with higher volumes and external market pressures, reflects positively on the Companys internal controls and procurement processes.

Profitability Improvements

Profit Before Tax increased by from 1,015.60 Lacs to 2,041.58 Lacs.

Net Profit After Tax saw a similar improvement, rising to 1,457.39 Lacs from 752.23

These increments demonstrate effective margin management and the ability to leverage scale for higher returns.

Shareholder Value

The Earnings Per Share (EPS) improved from 4.00 to 6.69, reflecting the Companys commitment to generating superior returns for its shareholders, while also re-investing in business sustainability.

Operational Resilience

Amidst fluctuations in raw material prices and evolving regulatory requirements within the recycling industry, the Company maintained robust operational continuity and compliance. Investments into process optimization, logistics, and compliance have contributed towards stable performance..

The Companys performance for FY 2024 25 is marked by steady revenue growth, efficient cost management, and enhanced profitability. This resilient performance has been accomplished through strategic initiatives, operational excellence, and strict compliance with environmental and industry standards. The Board is confident that the initiatives undertaken during the year have further strengthened the Companys position to capitalize on future growth opportunities in the scrap recycling sector, thereby protecting and promoting stakeholders interests

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:

Your company does not have any subsidiary company, associate company or joint venture company. During the year, no company became or ceased to be subsidiary, joint venture or associates of your company.. Further the Company is a Subsidiary of M/s Dwarkadhish Venture Private Limited (formerly known as Siyaram Metals Private Limited).

5) Transfer of Reserves:

For the financial year ended March 31, 2025, the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on March 31, 2025.

6) Dividend:

With a view to plough back profits of the year and in order to meet working capital need of the company, the Board of Directors of your Company do not recommend any dividend for the year out of the income generated by the company.

7) Quality initiative

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

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 been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

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:

Pursuant to the approval of the shareholders of the Company accorded by way of a Special Resolution passed at the Extra-Ordinary General Meeting held on 31st October, 2024, the Company was authorized to offer, issue, and allot 30,00,000 equity shares [Thirty Lakhs] fully paid up equity shares of face value of Rs. 10/- [Rupees Ten] each for cash, at an issue price of Rs. 118/-[Rupees One hundred and Eighteen] per equity share (including premium of Rs. 108/-) ("Issue Price"), for an aggregate amount of up to Rs. 35,40,00,000/- (Rupees Thirty-Five Crore Forty-Lakh only), to certain identified persons on a preferential basis and Subsequent to the receipt of the share application monies from the proposed allottees, the Board of Directors, at its meeting held on Thursday, 14th November, 2024, in due exercise of the powers conferred by the aforesaid Special Resolution, approved the allotment of the said 29,91,712 equity shares to the respective allottees. Due to the allotment, the issued, subscribed, and paid-up share capital of the Company was enhanced from Rs. 18,79,75,000/- (Rupees Eighteen Crore Seventy-Nine Lakh Seventy-Five Thousand only) divided into 1,87,97,500 (One Crore Eighty-Seven Lakh Ninety-Seven Thousand Five Hundred) equity shares of face value Rs. 10/- each, to 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.

Such increase was affected by way of a Private Placement Offer pursuant to and in compliance with the provisions of Sections 42 and 62(1)(c) of the Companies Act, 2013, read with the applicable rules framed thereunder, and other applicable statutory and regulatory provisions, as amended from time to time. Apart from above There was no other material changes or commitments affecting the financial position of the Company between the end of the financial year to which this financial statement relates and the date of this report.

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.	Ms. Megha Bhavesh Maheshwari She was appointed on 24th August, 2023 as CFO and Resigned in the Capacity of CFO on 13th December, 2024 and later she was appointed as whole time Director	Whole-time director	10270455
5.	Bhuvnesh kumar (Appointed w.e.f 04th April, 2025)	Independent Director	10581722
6.	Mr. Jaimish Govindbhai Patel Resigned w.e.f. 01st April, 2025	Independent Director	09647742
7.	Mr. Raimeen Bhanubhai Maradiya	Independent Director	09680179
8.	Ms. Kesha Ravi Shah (Appointed on 03rd March, 2025)	Company Secretary	A37491
9.	Mr. Pushkarraj Jamnalal Kabra	Chief Financial Officer

Mr. Ramgopal Ochhavlalmaheshwari (DIN: 00553232), 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 148 & 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) Ms. Kiran Parmanand Goklani (Membership No. A48453) resigned as a Company Secretary w.e.f.

03^rd October, 2024. ii) Ms. Megha Bhavesh Maheshwari Resigned as Chief Financial Officer w.e.f13 ^th December, 2024. iii) Mr. Pushkarraj Jamnalal Kabra was appointed as a Chief Financial Officer w.e.f13 ^th December, 2024. iv) Ms. Megha Bhavesh Maheshwari was appointed as Additional whole time Director w.e.f.

13^th December, 2024

Further after the end of the reporting period for the Financial Year 2024-25, i) Mr. Bhuvnesh Kumar was appointed as Independent Director w.e.f. 04^th April 2025. ii) Ms. Megha Bhavesh Maheshwari was regularized as a whole time Director w.e.f. 04^th April 2025. iii) Mr. Jaimish Govindbhai Patel Resigned as Independent Director w.e.f 01^st April, 2025

12) 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 10 (Ten) 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 2024-25
		Held & Eligible to attend	Attended
Mr. Ramgopal Ochhavlal Maheshwari (DIN: 00553232)	Chairman & Whole Time Director	10	10
Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087)	Managing Director	10	10
Ms. Madhu Ramgopal Maheshwari (DIN: 00486584)	Non- Executive Director	10	10
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179) (w.e.f. 05/08/2023)	Independent Director	10	8
Mr. Jaimish Govindbhai Patel (Din no 09647742) (Resigned w.e.f 1 April, 2025)	Independent Director	10	8
Mr. Megha Bhavesh Maheshwari (DIN: 10270455) Appointed w.e.f. 13th December, 2024	Whole time Director	3	3

Further, the board of directors of the Company have constituted Six committee namely the Audit Committee,

Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social

Responsibility (CSR) Committee, Internal Complaint Committee and Executive Committee. The details of composition, meetings and attendance as under:

I) 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 31^st March, 2025 the Companys Audit Committee comprised of:

As on March 31, 2025, The Audit Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Chairman	Independent Director
Mr. Jaimish Govindbhai Patel (Din no 09647742) (Resigned w.e.f 1 April, 2025)	Member	Independent Director
Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087)	Member	Managing Director

Note: Mr. Jaimish Govindbhai Patel (DIN: 09647742) Resigned as an Independent Director of the Company, with effect from the closing of business hours of 1 April, 2025 accordingly company has Reconstituted Audit

Committee through board of Directors Meeting Dated 16^th April, 2025.

After Reconstitution Audit 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 from 04th April, 2025)	Member	Independent Director
Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087)	Member	Managing Director

During the financial year 2024-25, 8 (Eight) Audit Committee Meetings were held.

The details of the Audit Committee meetings attended by its members during FY 2024-25 are given below:

Name of the Committee Member	Position in the Committee	Number of Audit Committee meetings during the year 2024-25
		Held	Attended
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Chairman	8	8
Mr. Jaimish Govindbhai Patel (Din no 09647742) (Resigned w.e.f 1 April, 2025)	Member	8	8
Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087)	Member	8	8

II) 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, 2025, The Nomination and Remuneration Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Jaimish Govindbhai Patel (Din no 09647742) (Resigned w.e.f 1 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: Mr. Jaimish Govindbhai Patel (DIN: 09647742) Resigned as an Independent Director of the Company, with effect from the closing of business hours of 1 April, 2025 accordingly company has Reconstituted Audit

Committee through board of Directors Meeting Dated 16^th April, 2025.

After Reconstitution 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 04th April, 2025)	Chairman	Independent Director
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Member	Independent Director
Mrs. Madhu Ramgopal Maheshwari (DIN: 00486584)	Member	Non-Executive Director

During the financial year 2024-25, 3 (Three) Nomination And Remuneration Committee meeting were held.

The details of the Nomination & Remuneration Committee attended by its members during FY 2024-25 are given below:

Name of the Committee Member	Position in the Committee	Number of Nomination and Remuneration Committee during the year 2024-25
		Held	Attended
Mr. Jaimish Govindbhai Patel (Din no 09647742) (Resigned w.e.f 1 April, 2025))	Chairman	3	3
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Member	3	3
Mrs. Madhu Ramgopal Maheshwari (DIN: 00486584)	Member	3	3

III) 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, 2025, 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. Jaimish Govindbhai Patel (Din no 09647742) (Resigned w.e.f 1 April, 2025)	Member	Independent Director
Mrs. Madhu Ramgopal Maheshwari (DIN: 00486584)	Member	Non-Executive Director

Note: Mr. Jaimish Govindbhai Patel (DIN: 09647742) Resigned as an Independent Director of the Company, with effect from the closing of business hours of 1 April, 2025 accordingly company has Reconstituted Audit

Committee through board of Directors Meeting Dated 16^th April, 2025. After Reconstitution 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 04th April, 2025)	Member	Independent Director
Mrs. Madhu Ramgopal Maheshwari (DIN: 00486584)	Member	Non-Executive Director

During the financial year 2024-25, 2 (Two) Stakeholders Relationship Committee Meeting were held.

The details of the Stakeholders Relationship Committee attended by its members during FY 2024-25 are given below:

Name of the Committee Member	Position in the Committee	Number of Stakeholder Relationship Committee meetings during the year 2024-25
		Held	Attended
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179)	Chairman	2	2
Mr. Jaimish Govindbhai Patel (Din no 09647742) (Resigned w.e.f 1 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, 2025, the Stakeholders Relationship 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. Jaimish Govindbhai Patel (Din no 09647742) (Resigned w.e.f 1 April, 2025)	Member	Independent Director
Mr. Ramgopal Ochhavlal Maheshwari (DIN: 00553232)	Member	Whole-time director

Note: Mr. Jaimish Govindbhai Patel (DIN: 09647742) Resigned as an Independent Director of the Company, with effect from the closing of business hours of 1 April, 2025 accordingly company has Reconstituted Audit

Committee through board of Directors Meeting Dated 16^th April, 2025. After Reconstitution CSR 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. Ramgopal Ochhavlal Maheshwari (DIN: 00553232)	Member	Whole-time director
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointed w.e.f 04th April, 2025)	Member	Independent Director

During the financial year 2024-25, 2 (Two) Corporate Social Responsibility Committee Meeting were held.

The details of the Corporate Social Responsibility Committee Meeting attended by its members during FY 2024-25 are given below:

Name of the Committee Member	Position in the Committee	Number of Corporate Social Responsibility Committee meetings during the year 2023-24
		Held	Attended
Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087)	Chairman	2	2
Mr. Jaimish Govindbhai Patel (Din no 09647742) (Resigned w.e.f 1 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 18th Annual General Meeting of the Members of M/s. Siyaram Recycling Industries Ltd was held through video conferencing on Monday, September 30, 2024 at 12:00 P.M.

II. EXTRA ORDINARY GENERAL MEETING

One Extra Ordinary General Meeting of Members of Siyaram Recycling Industries Limited Was Held on Thursday, 31^ST October, 2024

16) POSTAL BALLOT

During the financial year ended March 31, 2025, there are no event which was required to be put through postal ballot.

However, after Reporting Period Following Resolution was Passed through Postal Ballots:

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

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

Following are Details of Postal Ballot Resolution:

Sr No	Particulars	Details
1.	Date of Postal Ballot Notice	03rd March, 2025
2.	Name of Scrutinizer and Date of Issue of Report	Report Issued by Murtuza Mandorwala & Associates on 07th April, 2025
3.	E-Voting commenced on	9:00 am (IST) on Thursday, 06th March, 2025
4.	E-Voting ends on	5.00 pm (IST) on Friday 04th 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 04th 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.

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, 2025, 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, 2025 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.

Apart from the above, no changes occurred in the Directorship of the company.

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 not applicable to the Company.

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 16th 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, 2025. 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 Board has, based on the recommendation of the Audit Committee, approved the appointment of M/s. Murtuza Mandorwala and Associates, (CP No. - 14284), a peer-reviewed Proprietary firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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 the financial year 2024-25.

During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section

143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. 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, 2025 is annexed herewith as "Annexure III" to this report. The Secretarial Audit Report contain qualification/remark, and details of the same along with Management reply are as under:

Secretarial Auditors Remark	Management Comments
CSR Provision were applicable to company and company has to spend 16.81/- lakh (amount in Rupees) on or before 31st March, 2025 but The Company has spent part amount i.e Rs. 12.51/- lakh towards CRS activity during the year, Further as mandated under Section 135(5) the Company has transferred the unspent amount Rs. Rs.4.30 /- lakh towards the Clean Ganga Fund Specified in Schedule VII on 26th August, 2025	As part of Good Corporate Governance, the Company has been complied the provision of section 135 of the Companies Act, 2013 and details of the same also are set out in "Annexure-V" of this report.
Failed to comply with Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015	Some of Event in SDD software was not captured in due course of time and were recorded retrospectively to ensure accurate and complete documentation
Failed to comply with Section 148(2) of The Companies Act, 2013 read with rule 6 of The Companies (Cost Records and Audit) Rules, 2014 with in due time.	Company has obtained the cost Audit report on 05th October, 2024 and has filed e-form CRA-4 on 31st March, 2025
Failed to submitted Notice in PDF and XBRL of Extra Ordinary General Meeting to Stock Exchange, with in the prescribed time line as per Regulation 30 read with Para A of Part A of Schedule III of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015	Notice to Stock Exchange has been submitted on 30th October, 2024

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 annexedas "Annexure IV" to this Report.

24) Internal Auditor:

Your Directors are pleased to inform you that, pursuant to the provisions of Section 138 and ther 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 2024–25.

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 2025-26.

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 efficiencies.

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.

The Company has received consent from M/s Kalpit Shah & Associates having Permanent Account Number: BLMPS5814E and registration number of the firm: 003836, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2025-26 along with a certificate confirming their independence and arms length relationship.

The Board of Directors of the Company, based on the recommendations given by the Audit Committee, has reappointed M/s Kalpit Shah & Associates having Permanent Account Number: BLMPS5814E and registration number of the firm: 003836as Cost Auditors for conducting the audit of Cost Records of the company for the Financial Year 2025-26, subject to ratification of remuneration by the members in the ensuing Annual General Meeting.

During the period under review, the Cost Audit Report for the financial year 2023-24 was filed with Registrar of Companies (Central Government) and there is no qualification(s) or adverse remark(s) in the Cost Audit Report which require any clarification/explanation. Further, M/s Kalpit Shah & Associates having Permanent Account Number: BLMPS5814E and registration number of the firm: 003836, Cost Accountants, were appointed as Cost Auditors of the Company to submit the cost audit report for the financial year 2024-25 and the same will be filed with the Registrar of Companies (Central Government) in due course

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, 2025, 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-V" 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, 2025, the CSR Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Bhavesh Ramgopal Maheshwari	Chairman	Managing Director
Mr. Jaimish Govindbhai Patel (Din no 09647742) (Resigned w.e.f 1 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 Company increased its Authorized Share Capital from Rs. 20,00,00,000/- (Rupees Twenty Crore only) comprising 2,00,00,000 (Two Crore) equity shares of Rs. 10/- each, to 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, pursuant to the approval of the shareholders at the General Meeting held on

31^st October, 2024.

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

During the financial year under review, the issued, subscribed, and paid-up share capital of the Company was enhanced from Rs. 18,79,75,000/- (Rupees Eighteen Crore Seventy-Nine Lakh Seventy-Five Thousand only) divided into 1,87,97,500 (One Crore Eighty-Seven Lakh Ninety-Seven Thousand Five Hundred) equity shares of face value Rs. 10/- each, to 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. Such increase was affected by way of a Private Placement Offer pursuant to and in compliance with the provisions of Sections 42 and 62(1)(c) of the Companies Act, 2013, read with the applicable rules framed thereunder, and other applicable statutory and regulatory provisions, as amended from time to time.

30) Business Risk Management:

The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of 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 VI".

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 2024-25, 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, 2025 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 include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

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 GOVERANCE

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 2024-25.

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 2024-25 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/ company_policies.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 2024-25.

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)

Ramgopal Ochhavlal Maheshwar

Chairman & Whole Time Director

DIN: 00553232

Date: 29th August, 2025

Place: Jamnagar