Your Directors have pleasure in presenting the 48^th Annual Report of the Company along with Audited Financial Statements for the year
ended March 31, 2026.

1. Standalone Financial Results:

2. Operations:

During the year under review, the Total Income of your
Company was 7 2,65,257 Lakhs as compared to 7 2,29,562
Lakhs in the previous year registering a growth of 15.55%.
The net profit for the year stood at 7 22,808 Lakhs against
7 19,873 Lakhs in the previous year registering a growth of
14.77%.

3. Dividend:

Your Directors had declared 1^st Interim Dividend of 7 4/-
(200%) per Equity Share of 7 2/- each, 2^nd Interim Dividend
of 7 3/- (150%) per Equity Share of 7 2/- each and Special
Interim Dividend of 7 4/- (200%) per Equity Share of 7 2/-
each for the Financial Year 2025-26. The Interim Dividends
were paid to eligible Members, subject to deduction of tax
at source as per the applicable rate.

The Board of Directors at its meeting held on May 19, 2026
has recommended a Final Dividend of 7 5/- per equity share
of face value of 7 2/- each fully paid-up (i.e. 250%), for the
Financial Year 2025-26, subject to declaration by Members
at the ensuing 48^th Annual General Meeting ("48^th AGM") of
the Company.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
(LODR) Regulations, 2015"/ "Listing Regulations"), the Board
of Directors of the Company ("the Board") has approved
and adopted the Dividend Distribution Policy and the same
is available on the Company's website at the link https://
www.siyaram.com/investor-relations/policy

4. Share Capital:

The Paid-up Share Capital of the Company as on March
31, 2026 was 7 907.40 Lakhs. During the year under review,
the Company has not issued shares with differential voting
rights nor granted stock options nor sweat equity. As on
March 31, 2026, none of the Directors of the Company hold
convertible instruments in the Company.

Issue of Redeemable Preference Shares by way
of Bonus:

The Board at its meeting held on October 26, 2024, subject
to necessary approvals, had approved the Scheme of
Arrangement between the Company and its shareholders
under Section 230 of the Companies Act, 2013 ("Scheme")
which inter-alia, provides for issuance and allotment of
9% Cumulative Non-Convertible Redeemable Preference
Shares by way of bonus in 2 Series (i.e. 4(four) 9% Cumulative
Non-Convertible Redeemable Preference Shares of 7 10/-
each fully paid up of the Company for every 1(one) Equity
Share of 7 2/- each fully paid up("Series - I") and 3(three)
9% Cumulative Non-Convertible Redeemable Preference
Shares of 7 10/- each fully paid up of the Company for every
1(one) Equity Share of 7 2/- each fully paid up ("Series -
II"). Series-I and Series-II will be redeemed on or before
end of 3 years and 5 years, respectively, from the date of
its issuance. The Scheme is approved by the respective
Stock Exchanges/ SEBI/ Shareholders and Creditors of
the Company and admitted by the jurisdictional National
Company Law Tribunal ("NCLT"). The final hearing on the
Scheme was held by NCLT on April 16, 2026 and as on date
pronouncement of final order on the Scheme by NCLT is
awaited.

5. Reserves:

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

6. State of the Company's Affairs:

Your Company is a well-recognised name in India's textile
and fashion sector, with around 48 years of operating
experience. Siyaram has an integrated state-of-the-art
manufacturing plants across Tarapur, Daman, Amravati and
Silvassa.

The Company has established its market presence through
a wide range of trusted brands, sub-brands and a diversified
portfolio of offerings, including apparel, fabrics and different
textile products to cater different consumer requirements
across multiple segments. The product portfolio is diversified,
spanning both premium and value-oriented segments. The
Company emphasises manufacturing fabrics and apparel,
using blends of cotton, bamboo, poly-viscose, linen, stretch
materials and wool. These products are marketed under its
established brands across India's fast-growing markets.

During the FY 2025-26, the Company continued to
strengthen its retail presence through the expansion of its
new-age brands, ZECODE (fast fashion) and DEVO (ethnic
wear), with a total addition of 25 stores across both formats
during the year. The retail strategy focused on large-format
stores in high-footfall locations, enhancing customer
experience and brand visibility.

The Company also launched the development of one-off
Residential Project on the idle MIDC leasehold Residential
plot at Dombivali, available with the Company. Total
Constructed area of the project would be approx. 77,000 sq.
ft.

7. Management Discussion and Analysis:

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

8. Corporate Governance:

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

9. Directors:

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

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

Directors appointment / re-appointment.

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Shri. Pawan D Poddar (DIN: 00090521),
Director, retires by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment.

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

Declaration from Independent Directors.

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

Company's Policy on appointment and
remuneration of Directors.

Appointment of Independent Directors.

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

Criteria for appointment of Independent
Directors.

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

Criteria for appointment of Managing Directors/
Whole Time Directors.

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

Remuneration Policy.

The Company follows a policy on remuneration for
Directors and Senior Management Employees, details of the
same are given in the Corporate Governance Report. The
remuneration policy is in consonance with existing industry
practice. The Policy is available on the Company's website
and can be accessed athttps://www.siyaram.com/investor-
relations/policy

Performance Evaluation.

Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, the Nomination and Remuneration
Committee has laid down the criteria for evaluation of the
performance of the Board of Directors, board committees
and individual directors. Evaluation of performance is
undertaken annually.

The performance evaluation of the Chairman and the Non
Independent Directors was carried out by the Independent
Directors at a separately convened meeting held on March
26, 2026 at which the performance of the Board as a whole
was also evaluated The Company has implemented a system
of evaluation on the basis of a structured questionnaire
which comprises evaluation criteria taking into consideration
various performance related aspects. The performance
evaluation of the Independent Directors was carried out by
the entire Board (excluding the Director being evaluated).

The Directors expressed their satisfaction with the evaluation
process.

10. Key Managerial Personnel ('KMP'):

Shri. William Fernandes, Company Secretary & Compliance
Officer of the Company, had retired from the services
of the Company w.e.f. 14^th November, 2025. The Board,
on recommendation of the NRC appointed Shri. Mahipal
Thakur as the Company Secretary & Compliance Officer of
the Company with effect from 15^th November, 2025.

11. Number Of Board Meeting:

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

12. Committees Of The Board:

The Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance Committee

6. Share Transfer Committee

7. Risk Management Committee

8. Allotment Committee

9. Buyback Committee

10. Committee of Independent Directors

11. Those Charged With Governance Committee

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

13. Directors' Responsibility Statement:

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

i ) that in the preparation of the accounts for the financial
year ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departure, if any;

ii) that the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2026 and of
the profit of the Company for the year under review;

i ii) that the Directors have taken proper and sufficient
care for maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

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

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

vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

14. Internal Financial Control system:

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

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

15. Human Resources/ Industrial Relations:

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

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

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

16. Annual Return:

Pursuant to Section 92(3) read with section 134(3)(a) of the
Companies Act, 2013, copy of the Annual Return of the
Company prepared in accordance with Section 92(1) of
the Act read with Rule 11 of the Companies (Management
and Administration) Rules, 2014 may be accessed on the
Company's website at the link https://www.siyaram.com/
investor-relations/communications

17. Deposits from public:

During the year under review, your Company has not
accepted deposits from public and there were no unclaimed
deposits or interest thereon as on March 31, 2026.

18. Particulars Of Loans, Guarantees And
Investments:

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

19. Subsidiary Companies:

Cadini S.R.L.

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

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

The Board of Directors of the Company has approved a
Policy for determining material subsidiaries which is in line

with the requirements of Listing Regulations. The Policy
has been uploaded on the website of the Company and
the same can be accessed at https://www.siyaram.com/
investor-relations/policv.

20. Consolidated Financial Statements:

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

21. Vigil Mechanism / Whistle Blower Policy:

The Company has framed a Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any. The
details of the Policy are given in the Corporate Governance
Report and the Policy is posted on the Company's website at
the link https://www.siyaram.com/investor-relations/policy

22. Related Party Transactions:

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

All related party transactions for the year are placed before
the Audit Committee as well as before the Board for
approval. The transactions entered into with related parties
are reviewed on a quarterly basis by the Audit Committee
and in terms of Regulation 23 of the Listing Regulations,
the Company submits details of RPTs as per the prescribed
format to the stock exchanges on a half-yearly basis.

The Policy on Related Party Transactions as approved by the
Audit Committee and Board is uploaded on the Company's
website at the link https://www.siyaram.com/investor-
relations/policv.

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

23. Risk Management:

In line with the regulatory requirements, the Company has
framed a Risk Management Policy to identify and assess the
key business risk areas and to put in place a mechanism for
mitigation of risk. A detailed exercise is being carried out at
regular intervals to identify, evaluate, manage and monitor

all business risks. The Risk Management Committee as well
as the Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through
a properly defined framework.

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

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

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

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

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

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

27. Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility (CSR)
Policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year are set out in
Annexure -II to this Report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules,
2014. The Policy is available on the Company's website at
the link https://www.siyaram.com/investor-relations/policy.

28. Auditors:

a. Statutory Auditors:

I n the 44^th AGM held on July 23, 2022, M/s. Jayantilal
Thakkar & Co., Chartered Accountants (FRN 104133W), have
been appointed as Statutory Auditors of the Company for a
period of 5(five) years from the conclusion of the 44^th AGM
till the conclusion of the 49^th AGM of the Company to be
held in the year 2027.

The Statutory Auditors' Report forms part of the Annual
Report. The Statutory Auditor's report does not contain
any qualification, reservation or adverse remark for the year
under review. There was no instance of fraud during the
year under review, which requires the Statutory Auditors to
report the same to the Audit Committee or Board under
Section 143(12) of Act and Rules framed thereunder

b. Cost Auditors:

As per the provisions of Section 148 of the Companies Act,
2013, read with the Companies (Audit and Auditors) Rules,
2014 framed thereunder, the Cost Audit of the cost records
of the Company for the FY 2025-26 was carried out by M/s.
K. G. Goyal & Associates, Cost Accountants and the related
Report will be filed on or before September 27, 2026. The
Cost Audit Report for the FY 2024-25 was filed on August
22, 2025.

The Board of Directors have appointed M/s. K. G. Goyal &
Associates, Cost Accountants, as Cost Auditors to audit cost
records of the Company for the FY 2026-27. A resolution
seeking members' approval for the remuneration payable
to them forms part of the Notice convening the AGM.

c. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, in the 47^th AGM held on
August 2, 2025, M/s. GMJ & Associates, Company Secretaries
were appointed as Secretarial Auditors to undertake
Secretarial Audit for a period of 5 (five) consecutive years i.e.
from FY 2025-26 to FY 2029-30. The Secretarial Audit Report
is annexed herewith as Annexure - III. There is no secretarial
audit qualification for the year under review.

29. Secretarial Standards

The Company has followed the applicable Secretarial
Standards with respect to Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.

30. Particulars Of Employees:

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

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

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

32. Business Responsibility And Sustainability
Report (BRSR):

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

33. Appreciation:

Your Company is grateful for the continued co-operation
and support extended to it by the Government and Semi-

Government Authorities, Shareholders, Financial Institutions,
Banks, Customers and Vendors. Your Directors also express
their warm appreciation for the dedicated and sincere
services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

RAMESH D. PODDAR

Place: Mumbai Chairman and Managing Director

Dated: May 19, 2026. DIN - 00090104