26[th] November, 2025

==> picture [152 x 36] intentionally omitted <==

To BSE Limited, National Stock Exchange of India Ltd. Phiroze Jijibhoy Tower, Exchange Plaza, 5[th] Floor, Dalal Street, Plot No. C/1, G Block, BKC, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 503811 Company Symbol: SIYSIL

Sub: Notices of the Meetings of the Equity Shareholders and Unsecured Creditors of Siyaram Silk Mills Limited to be convened as per directions of Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT").

Dear Sir,

Notice is hereby given that the Meeting of Equity Shareholders and Unsecured Creditors (“Meeting”) of Siyaram Silk Mills Limited (“the Company”) pursuant to Order dated November 4, 2025, of the Hon’ble National Company Law Tribunal, Mumbai Bench, will be held on Monday, 29[th] December, 2025, at 11.00 a.m. (IST) and 12.30 p.m. (IST) respectively through Video Conferencing (“VC”)/Other Audio Visual Means (““OAVM”’).

The E-voting/Remote E-voting period commences on Wednesday, 24[th] December, 2025 (9.00 a.m. IST) and ends on Sunday, 28[th] December, 2025 (5.00 p.m. IST). Members/Shareholders holding shares either in physical form or in dematerialised form as on 22[nd] December, 2025 i.e. cut-off date as well as Unsecured Creditors of the Company whose name is recorded in the list of Unsecured Creditors available with the Company as on 22[nd] December, 2025 i.e. cut-off date, may cast their vote electronically.

We are attaching herewith Notice of the Meeting, which is also uploaded on the website of the Company www.siyaram.com.

Please take the same on record.

Thanking you,

Yours faithfully, For Siyaram Silk Mills Limited

Surendra Digitally signed by Surendra Sanjeeva Sanjeeva Shetty Date: 2025.11.26 Shetty 18:30:26 +05'30'

Surendra Shetty Chief Financial Officer

Cc: To,

Central Depository Services National Securities MUFG Intime India Private (India) Ltd. Depository Ltd. Ltd. 25[th] Floor, A Wing, Marathon 3[rd] Floor, Naman Chamber, C-101, Embassy 247, Futurex, Mafatlal Mills Compound, Plot C-32, G-Block, Bandra L. B. S. Marg, Vikhroli (W), NM Joshi Marg, Lower Parel Kurla Complex, Bandra East, Mumbai, 400083. (E),Mumbai -13. Mumbai, Maharashtra - 400 051

Corporate office : B - 5, Trade World, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 (India) Phone : 3040 0500 Fax : 3040 0599 Email : [email protected] Internet :www.siyaram.com CIN : L17116MH1978PLC020451

Registered Office : H – 3/2, MIDC, A – Road, Tarapur, Boisar, Palghar – 401 506 (Mah.)

==> picture [152 x 53] intentionally omitted <==

SIYARAM SILK MILLS LIMITED

Corporate Identity Number : L17116MH1978PLC020451

Registered Office : H-3/2, MIDC, 'A' Road, Tarapur, Boisar, Palghar - 401506, Maharashtra. Phone: 022 30400500

Email: [email protected] ; Website : https://www.siyaram.com

NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF SIYARAM SILK MILLS LIMITED PURSUANT TO ORDER DATED NOVEMBER 4, 2025 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING

MEETING	MEETING
Day and Date	Monday, December 29, 2025
Time	12.30 p.m. (IST)
Mode of Meeting	As per the directions of theHon’ble National Company Law Tribunal, Mumbai Bench, the meeting shall be conducted through video conferencing (“VC”) / other audio-visual means (“OAVM”)
Cut-off date for e-voting	Monday, December 22, 2025
Remote e-voting start date and time	Wednesday, December 24, 2025 at 9:00 a.m. (IST)
Remote e-voting end date and time	Sunday, December 28, 2025 at 5:00 p.m. (IST)

E-Voting during the meeting would be available for those unsecured creditors who had not voted through remote e-voting. This facility would be available during the meeting and for 15 minutes from the conclusion of the meeting.

Siyaram Silk Mills Limited

INDEX

Sr.No.	Contents	Page No.
1.	Notice convening the meeting of the unsecured creditors of Siyaram Silk Mills Limited (“Notice”) pursuant to directions of the Hon’ble National Company Law Tribunal, Mumbai Bench	1 – 9
2.	Statement under Section 230 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“Act”), Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) and Master Circular dated June 20, 2023 bearing reference no. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 on scheme of arrangement issued by the Securities and Exchange Board of India ("SEBI")	10 – 29
3.	Annexure I Scheme of Arrangement between Siyaram Silk Mills Limited (“Company”) and its shareholders (“Scheme”)	30 – 43
4.	Annexure II Financial results along with auditor’s report of the Company for the period ended September 30, 2025	44 – 55
5.	Annexure III Report of the Board of Directors of the Company pursuant to Section 232(2)(c) of the Act	56 – 59
6.	Annexure IV and V Observation letters dated July 11, 2025 and July 7, 2025, issued by BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), respectively	60 – 68
7.	Annexure VI Colly Complaint Reports submitted by the Company to BSE and NSE, respectively, in relation to the Scheme	69 – 72
8.	Annexure VII Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors	73
9.	Annexure VIII Disclosure containing certain information for the public shareholders as per the requirements of the observation letters	74 - 76

The Notice of the meeting and the statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules constitutes a single and complete set of documents and should be read together as they form an integral part of this document.

Siyaram Silk Mills Limited

FORM NO. CAA. 2

[PURSUANT TO SECTION 230(3) OF THE COMPANIES ACT, 2013 AND RULE 6 OF

THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016]

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

C.A.(CAA)/203/MB/2025

IN THE MATTER OF SECTION 230

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN SIYARAM SILK MILLS LIMITED AND ITS SHAREHOLDERS

Siyaram Silk Mills Limited, a company incorporated ) under provisions of the Companies Act, 1956, ) having Corporate Identity Number ) L17116MH1978PLC020451 and its registered office ) at H-3/2, MIDC, ‘A’ Road, Tarapur, Boisar, Palghar – ) 401506, Maharashtra, India ) …. Company

NOTICE CONVENING MEETING OF UNSECURED CREDITORS

To, The Unsecured Creditors of Siyaram Silk Mills Limited

NOTICE is hereby given that, in accordance with the Order dated November 4, 2025, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“ Tribunal ”) (“ Tribunal Order ”) in the abovementioned Company Scheme Application, a meeting of the unsecured creditors of the Company, will be held on Monday, December 29, 2025 at 12.30 p.m. ( IST ) for the purpose of considering and approving, the proposed Scheme of Arrangement between Siyaram Silk Mills Limited (“ Company ”) and its shareholders (“ Scheme ”) (“ Meeting ”).
Pursuant to the Tribunal Order and as directed therein, the Meeting will be held through video conferencing (“ VC ”) / other audio visual means (“ OAVM ”), in compliance with the applicable provisions of the Companies Act, 2013 (“ Act ”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) to consider, and if thought fit, to pass, the resolution mentioned below for approval of the Scheme by requisite majority as prescribed under Section 230(6) of the Act.

“RESOLVED THAT pursuant to the provisions of Section 230 of the Companies Act, 2013 (“ Act ”), the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) and circulars issued thereof, for

Siyaram Silk Mills Limited

the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Mumbai Bench (“ Tribunal ”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to mean and include one or more Committee(s) constituted / to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement between Siyaram Silk Mills Limited and its shareholders (“ Scheme ”), be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and / or conditions, if any, which may be required and / or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and / or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, without being required to seek any further approval of the unsecured creditors and the unsecured creditors shall be deemed to have given their approval thereto expressly by authority under this Resolution.”

TAKE FURTHER NOTICE that the unsecured creditors shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) through electronic voting system available at the Meeting to be held through VC / OAVM (“ e-voting at the Meeting ”); or (b) by remote electronic voting (“ remote e-voting ”) during the period as stated below:

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of remote e-voting	Wednesday, December 24, 2025 at 9:00 a.m. (IST)
Conclusion of remote e-voting	Sunday, December 28, 2025 at 5:00 p.m. (IST)

A person whose name is recorded in the list of unsecured creditors available with the Company as on the cut-off date, i.e. Monday, December 22, 2025, only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only.
A copy of the Scheme, statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ CAA Rules ”) along with all annexures to such Statement

Siyaram Silk Mills Limited

are annexed hereto. A copy of this Notice and the accompanying documents are also placed on the:

(i) website of the Company and can be accessed at https://www.siyaram.com/investor relations/draft-scheme-of-arrangement.php.
(ii) website of National Securities Depository Limited (“ NSDL ”), being the agency appointed by the Company to provide the e-voting and other facilities for convening of the Meeting at https://www.evoting.nsdl.com/
(iii) website of the Stock Exchanges i.e., BSE viz. www.bseindia.com and NSE viz. www.nseindia.com
The Tribunal has appointed Mr. Sachindra N Chaturvedi, Independent Director of the Company, failing whom, Mr. Gaurav P. Poddar, President and Executive Director of the Company, failing both, Mr. Ashok M. Jalan, Senior President cum Director of the Company, to be the Chairperson of the Meeting.
The Tribunal has appointed Mr. Prasen Naithani, Membership No. F 3830, Proprietor of M/s. P. Naithani & Associates, Practicing Company Secretary or failing him, Mr. Nirmal Gupta, Membership No. A45839, Partner of GMJ & Associates, Company Secretaries, to be the Scrutinizer for the Meeting.
The Scheme, if approved at the Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Sd/-

Mr. Ashok M. Jalan Chairperson of the Meeting appointed by the Tribunal

Place: Mumbai

Date: Monday, November 24, 2025

Registered Office:

H-3/2, MIDC, 'A' Road, Tarapur, Boisar, Palghar - 401506, Maharashtra CIN: L17116MH1978PLC020451 Website: https://www.siyaram.com E-mail: [email protected] Tel: 022 30400500

Siyaram Silk Mills Limited

NOTES FOR THE MEETING OF UNSECURED CREDITORS OF THE COMPANY

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE MEETING THROUGH VC / OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

Pursuant to the Tribunal Order, the Meeting of the unsecured creditors of the Company will be held through VC / OAVM to transact the business set out in the Notice. Unsecured Creditors attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. Quorum for the Meeting shall be in terms of Section 103 of the Act. Further, in terms of the Tribunal Order, in the event the aforesaid quorum for the Meeting is not present at the commencement of the Meeting then the Meeting shall be adjourned by 30 minutes and thereafter the unsecured creditors present at the Meeting shall be deemed to constitute requisite quorum.
Since the Meeting is being held through VC / OAVM, physical attendance of the unsecured creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the unsecured creditors will not be available for the Meeting. Hence proxy forms and attendance slips are not annexed to this Notice.
The proceedings of this Meeting shall be deemed to have been conducted at the registered office of the Company located at H-3/2, MIDC, ‘A’ Road, Tarapur, Boisar, Palghar – 401506, Maharashtra, India which shall be the deemed venue of the Meeting. The route map for the Meeting is not attached as the Meeting is being held through VC / OAVM.
Pursuant to provisions of Section 113 of the Act, authorized representatives of institutional / corporate unsecured creditors (i.e. other than individuals / Hindu Undivided Family) may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC / OAVM facility and e-voting at the Meeting. Such institutional / corporate unsecured creditors are required to send a signed legible copy of its relevant board or governing body resolution / power of attorney / authority letter, etc., to the Scrutinizer by e-mail (in PDF / JPEG Format) at [email protected] with a copy marked to the Company at [email protected] and NSDL at [email protected] or in physical mode at the registered office of the Company, at least 48 hours before the Meeting, with the subject line “Siyaram Silk Mills Limited NCLT Convened Meeting”.
The Notice of the Meeting and the accompanying documents mentioned in the Index are being sent through electronic mail to those unsecured creditors whose email addresses are registered with the Company. Further, the unsecured creditors whose email address are not available with the Company or who have not received notice convening the said Meeting can access / download the notice from the Company’s website at https://www.siyaram.com/investor-relations/draft-scheme-of-arrangement.php.
The Company has made arrangements with NSDL to provide the facility for voting by the unsecured creditors through remote e-voting, for participation in the Meeting through VC / OAVM and e-voting at the Meeting.
The Notice, Scheme, statement under Sections 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules and all other accompanying documents are enclosed herewith and shall be available for inspection on the Company’s website at https://www.siyaram.com/investor-relations/draft-scheme-of-arrangement.php.

Siyaram Silk Mills Limited

If so desired, unsecured creditors may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules, free of charge. A written request in this regard may be addressed to the Company Secretary at [email protected].
Subject to the receipt of requisite majority of votes in favour of the Scheme i.e., majority in number representing three-fourth in value (as per Section 230 of the Act), the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting (specified in the Notice) and the votes cast through remote e-voting and e-voting at the Meeting will be considered for this purpose.
The voting rights of the unsecured creditors shall be in proportion to their outstanding amount due by the Company as on cut-off date as mentioned in the Notice.

11. THE INSTRUCTIONS FOR UNSECURED CREDITORS FOR REMOTE E-VOTING AND JOINING THE MEETING ARE AS UNDER:-

(a) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
(b) Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member/ Creditor’ section.
(c) A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.
(d) Your Login id and password details casting your vote electronically and for attending the Meeting of Unsecured Creditors through VC/ OAVM are attached in the pdf file enclosed herewith. Please note that the password to open the pdf file is the unique id mentioned above or the first time the system will ask to reset your password.
(e) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
(f) Now, you will have to click on “Login” button.
(g) After you click on the “Login” button, Home page of e-Voting will open.
(h) You will be able to see the EVEN no. 137794 of the Company.
(i) Click on “EVEN” of Company to cast your vote.
(j) Now you are ready for e-Voting as the Voting page opens.
(k) Cast your vote by selecting appropriate options i.e. assent or dissent, and click on “Submit” and also “Confirm” when prompted.
(l) Upon confirmation, the message “Vote cast successfully” will be displayed.
(m) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

Siyaram Silk Mills Limited

(n) Once you confirm your vote on the resolution, you will not be allowed to modify your vote
(o) If you face any problems/experience any difficulty or If you forgot your password please feel free to contact toll free number 022 - 48867000 or contact on email id [email protected]
The instructions for Unecured Creditors for e-voting on the day of the Meeting are as under:
(a) The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.
(b) Only those creditors, who will be present in the Meeting through VC/ OAVM facility and have not casted their vote on the Resolution through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.

13. Instructions for Unsecured Creditors for attending the Unsecured Creditors Meeting through VC/OAVM are as under:

(a) Unsecured Creditors will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Unsecured Creditors may access the same at https://www.evoting.nsdl.com under shareholder / member / creditor login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder / member / creditor login where the EVEN of Company will be displayed.
(b) The procedure for e-voting during the meeting is same as the instructions mentioned above for remote e-voting since the meeting is being held through VC / OAVM. The e-voting window shall be activated upon instructions of the Chairperson of the meeting during the meeting. E-voting during the meeting is integrated with the VC / OAVM platform and no separate login is required for the same.
(c) The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting. The results of the Meeting shall be announced by the Chairperson within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will forwarded to BSE and NSE, be displayed at the Registered Office of the Company and simultaneously uploaded on the Company’s website viz. https://www.siyaram.com/investor-relations/draft-scheme-ofarrangement.php and that of NSDL viz. www.evoting.nsdl.com.
(d) Unsecured creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting, manner of casting vote through remote e-voting or e-voting at the Meeting.
(e) Unsecured Creditors who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, PAN and mobile number at [email protected] between 11[th] December, 2025 to 15[th] December, 2025. Only those Unsecured Creditors who have pre-registered themselves as a

Siyaram Silk Mills Limited

speaker will be allowed to express their views/ask questions during the Meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting.

Siyaram Silk Mills Limited

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

C.A.(CAA)/203/MB/2025

IN THE MATTER OF SECTION 230

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN SIYARAM SILK MILLS LIMITED AND ITS SHAREHOLDERS

Siyaram Silk Mills Limited, a company incorporated ) under provisions of the Companies Act, 1956, having ) Corporate Identity Number L17116MH1978PLC020451 ) and its registered office at H-3/2, MIDC, ‘A’ Road, ) Tarapur, Boisar, Palghar – 401506, Maharashtra, India ) ) …. Company

STATEMENT UNDER SECTION 230 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”), RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) AND MASTER CIRCULAR DATED JUNE 20, 2023, BEARING REFERENCE NO. SEBI/HO/CFD/POD-2/P/CIR/2023/93 ON SCHEME OF ARRANGEMENT ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA TO THE NOTICE OF THE MEETING OF UNSECURED CREDITORS OF SIYARAM SILK MILLS LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH (“TRIBUNAL”) DATED NOVEMBER 4, 2025 (“TRIBUNAL ORDER”)

1. MEETING FOR THE SCHEME

1.1. This is a statement accompanying the Notice convening the Meeting of the unsecured creditors of Siyaram Silk Mills Limited (“ Company ”), for the purpose of their consideration and approval of the proposed Scheme of Arrangement between Siyaram Silk Mills Limited (“ Company ”) and its shareholders (“ Scheme ”). The Scheme provides for the issuance of Preference Shares by way of bonus to the shareholders of the Company by utilizing the general reserves of the Company. The Scheme also provides for various other consequential matters or otherwise integrally connected herewith.
1.2. The detailed terms of the arrangement may be referred in the Scheme, appended as ‘ Annexure I ’.
1.3. Capitalised terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

DATE, TIME AND MODE OF MEETING

Pursuant to the Tribunal Order, the Meeting of the unsecured creditors of the Company, will be held through video conferencing ( “VC” ) / other audio-visual means (“ OAVM” ) on Monday, December 29, 2025 at 12:30 P.M. (IST).

Siyaram Silk Mills Limited

3. RATIONALE AND BENEFITS OF THE SCHEME

"(i) Over the years, the Company has built up substantial surplus reserves from its profits. The surplus reserves are well above the Company's current and likely future business needs.
(ii) Further, upon taking into consideration the surplus reserves being more than what is needed to fund the Company's future growth and the Company's capability to generate strong free cash flow in the foreseeable future, the Company is of the view that these excess funds can be optimally utilized to reward its shareholders.
(iii) Even after issue of Preference Shares in accordance with the Scheme, the Company would continue to have sufficient cash resources to discharge its liabilities towards its lenders and other stakeholders on time and in ordinary course of its business.
(iv) Therefore, the Company has proposed inter alia, to distribute such surplus funds amongst its shareholders by issuing fully paid up Preference Shares by way of bonus in terms of this Scheme.
(v) The Preference Shares will be a listed security and will give flexibility to the equity shareholders and the Company in managing its liquidity until redemption.
(vi) In view of the aforesaid factors, the Company has concluded that it can effectively utilize its surplus reserves by distributing a considerable portion of the same to its equity shareholders. Further, to maintain high level of corporate governance and transparency, the Company proposes issuance of Preference Shares by way of bonus to its equity shareholders under Section 230 of the Act which will be subject to necessary statutory, regulatory and corporate approvals.

The proposed Scheme is in the interests of all shareholders of the Company and it is not detrimental to the interest of any stakeholders.”

4. BACKGROUND OF THE COMPANY:

4.1 Siyaram Silk Mills Limited (“ Company ”) having Corporate Identity Number (CIN) L17116MH1978PLC020451 was originally incorporated on June 29, 1978, under the provisions of the Companies Act, 1956 under the name 'Siyaram Silk Mills Private Limited'. This name of 'Siyaram Silk Mills Private Limited' was subsequently changed to 'Siyaram Silk Mills Limited' on 16 April 1980. A certificate of incorporation consequent upon conversion from private company to public company has been issued by the Registrar of Companies, Maharashtra. The equity shares of the Company are listed on BSE Limited (" BSE ") and National Stock Exchange of India Limited (" NSE ") (collectively referred to as " Stock Exchanges "). The Registered Office of the Company is situated at H-3/2, MIDC, ‘A’ Road, Tarapur, Boisar, Palghar - 401506, Maharashtra, India. Its permanent account number with the income tax department is AAACS6995D. The e-mail address of the Company is [email protected] and website is https://www.siyaram.com.
4.2 Main objects of the Company have been reproduced as below:
III. The objects for which the Company is established are:
A. THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE

Siyaram Silk Mills Limited

1 To carry on the business of manufacturing, processing calendering including running of hand and power process house, buying, selling, importing, exporting, distributing and dealing in Textiles, cotton, woollen synthetics and synthetic blends, both with natural (viz. vegetable and/or animal) and man-made and artificial fibres, polyester, polyamide, acrylic polypropylene, polynosic, poly methane, poly acrylic or any other synthetic fibre, including running of a manufacturing unit, either unitary or composite.

The copy of the Memorandum and Articles of Association of the Company can be accessed from the following link: https://siyaram-images.s3.ap-south- - - 1.amazonaws.com/images/investor relationship doc/communications/2024 2025/Memorandom-of-Association-and-Articles-of-Association.pdf

During the last five years, there has been no change in the objects clause of the Company.

The Company is engaged in the business of manufacturing, branding and marketing of fabrics, readymade garments and indigo dyed yarn.

4.3 The share capital of the Company as on as on date of this Notice, is as follows:

Particulars	Amount (in INR)
Authorised Share Capital
5,50,00,000 equity shares of INR 2/- each	11,00,00,000
25,000 11% redeemable cumulative preference shares of INR 100/- each	25,00,000
7,50,000 redeemable preference shares of INR 10/- each	75,00,000
Total	12,00,00,000
Issued, Subscribed and Paid-up share capital
4,53,70,088 equity shares of INR 2/- each	9,07,40,176
Total	9,07,40,176

4.4 The latest financial results of the Company along with auditor’s limited review report for the period ended September 30, 2025, is annexed hereto and marked as Annexure II .
4.5 The details of promoters and directors of the Company as on date of this Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Category	Address
		Promoter
1.	Ashadevi Poddar	Promoter	2302, Raheja Artesia, Baburao Pendharkar Road,Behind T V Ind.

Siyaram Silk Mills Limited

Sr. No.	Name	Category	Address
			Estate, Opp. Hind Cycle, Worli Mumbai – 400 030, Maharashtra, India.
2.	Ramesh Kumar Poddar	Promoter	2302, Raheja Artesia, Baburao Pendharkar Road, Behind T V Ind. Estate, Opp. Hind Cycle, Worli Mumbai – 400 030, Maharashtra, India.
3.	Vibha Shrikishan Poddar	Promoter	A-34, 33rd Floor, A- Wing, Ahuja Tower, Rajabhau Desai Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India.
4.	Gaurav Poddar	Promoter	1602, Artesia Building, Baburao Pendharkar Road, Opp. Hind Cycle, Behind TV Ind. Estate, Worli, Mumbai – 400030, Maharashtra, India.
5.	Ankit Poddar	Promoter	1502, Artesia Building, Baburao Pendharkar Road, Opp. Hind Cycle, Behind TV Ind. Estate, Worli, Mumbai – 400030, Maharashtra, India.
6.	Anurag Poddar	Promoter	2701, Sumer Trinity Tower – 1, New Prabhadevi Road, Near Samna Press, Prabhadevi, Mumbai – 400025, Maharashtra, India.
7.	Avnish Poddar	Promoter	Town House 3, P7, The Park, Pandurang Budhkar Marg, Worli, Mumbai – 400013, Maharashtra, India.
8.	Shrikishan Poddar	Promoter	A-34, 33rd Floor, A- Wing, Ahuja Tower, Rajabhau Desai Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India.
9.	Sangeeta Poddar	Promoter	1502, Artesia Building, Baburao Pendharkar Road, Opp. Hind Cycle, Behind TV Ind. Estate, Worli, Mumbai – 400030, Maharashtra, India.

Siyaram Silk Mills Limited

Sr. No.	Name	Category	Address
10.	Madhudevi Pawan Poddar	Promoter	2801, Sumer Trinity Tower – 1, New Prabhadevi Road, Near Samna Press, Prabhadevi, Mumbai – 400025, Maharashtra, India.
11.	Pawankumar Dharaprasad Poddar	Promoter	2801, Sumer Trinity Tower – 1, New Prabhadevi Road, Near Samna Press, Prabhadevi, Mumbai – 400025, Maharashtra, India.
12.	Abhishek Shrikishan Poddar	Promoter	A-34, 33rd Floor, A- Wing, Ahuja Tower, Rajabhau Desai Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India.
13.	Harshit S Poddar	Promoter	A-34, 33rd Floor, A- Wing, Ahuja Tower, Rajabhau Desai Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India.
14.	Geeta Devi Poddar	Promoter	85, Mount Unique, 11thfloor, 62, Pedder Road, Mumbai 400026, Maharashtra, India.
15.	PKP Enterprises LLP	Promoter Group	307, 3rd Floor, Trade World, B Wing, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai 400013, Maharashtra, India.
16.	DPP Enterprises LLP	Promoter Group	307, 3rd Floor, Trade World, B Wing, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai 400013, Maharashtra, India.
17.	HSP Enterprises LLP	Promoter Group	307, 3rd Floor, Trade World, B Wing, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai 400013, Maharashtra, India.
18.	GPP Enterprises LLP	Promoter Group	307, 3rd Floor, Trade World, B Wing, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai 400013, Maharashtra, India.

Siyaram Silk Mills Limited

Sr. No.	Name	Category	Address
19.	Sanchna Trading & Fin. Ltd.	Promoter Group	Shiv Shakti Indl Premises Co-Op Soc Ltd, Unit No 211, Plot No. 7-B, J. R. Boricha Marg, L,ower Parel, Mumbai City, Mumbai 400011, Maharashtra, India.
20.	S P Finance And Trading Ltd	Promoter Group	Shiv Shakti Indl Premises Co-Op Soc Ltd, Unit No 211, Plot No. 7-B, J. R. Boricha Marg, Lower Parel, Mumbai City, Mumbai 400011, Maharashtra, India.
21.	Vishal Furnishings Limited	Promoter Group	211 Shiv Shakti Indl Complex, J R Boricha Marg, Lower Parel, Mumbai 400013, Maharashtra, India.
		Directors
1.	Shri. Ramesh D. Poddar	Chairman and Managing Director	2302, Raheja Artesia, Baburao Pendharkar Road, Behind T V Ind. Estate, Opp. Hind Cycle, Worli, Mumbai – 400030, Maharashtra, India.
2.	Shri. Pawan D. Poddar	Joint Managing Director	2801, Sumer Trinity Tower – 1, New Prabhadevi Road, Near Samna Press, Prabhadevi, Mumbai – 400025, Maharashtra, India.
3.	Shri. Shrikishan D. Poddar	Executive Director	A-34, 33rd Floor, A- Wing, Ahuja Tower, Rajabhau Desai Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India.
4.	Shri. Gaurav P. Poddar	President and Executive Director	1602, Artesia Building, Baburao Pendharkar Road, Opp. Hind Cycle, Behind TV Ind. Estate, Worli, Mumbai – 400030, Maharashtra, India.
5.	Shri. Ashok M. Jalan	Senior President cum Director	B-401, Raghav Building, Vasant Valley Complex, Film City Road, Malad East, Mumbai 400097, Maharashtra, India.
6.	Smt. Mangala R. Prabhu	Independent Director	04, 2nd Floor, Plot No.768, Krishna Niwas, Dr. Ghanti Road, Parsi Colony, Dadar (East),

Siyaram Silk Mills Limited

Sr. No.	Name	Category	Address
			Mumbai- 400014, Maharashtra, India.
7.	Shri. Chetan S. Thakkar	Independent Director	Flat No. 1103, Godrej Serenity, Off. V. N. Paruv Marg, Deonar, Mumbai – 400088, Maharashtra, India.
8.	Shri. Ashok N. Desai	Independent Director	1804, Victoria, Lodha Paradise, Majiwada, Thane West – 400601, Maharashtra, India.
9.	Shri. Deepak R. Shah	Independent Director	1305, Casa Grande Tower- II, Senapati Bapat Marg, Lower Parel, Mumbai- 400013, Maharashtra, India.
10.	Shri. Sachindra N. Chaturvedi	Independent Director	2802, Shreepati Arcade, August Kranti Marg, Nana Chowk, Mumbai-400026, Maharashtra, India.

5. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause 1 of Part I of the Scheme.

5.1 The Scheme provides for the issuance of Preference Shares by way of bonus to the shareholders of the Company by utilising the general reserves of the Company. The Scheme also provides for various other consequential matters or otherwise integrally connected herewith.
5.2
The Appointed Date of the Scheme is the Effective Date.
5.3 The Effective Date of the Scheme is the date on which last of the conditions specified in clause 11 of the Scheme are complied with or otherwise duly waived, as applicable.
5.4 The Scheme as may be approved or directed by the Tribunal, shall become effective and operative from the Effective Date.
5.5 Upon the Scheme coming into effect, the Company shall issue and allot Preference Shares by way of bonus by utilizing its general reserves to each equity shareholder of the Company, whose name is recorded in the register of members of the Company and/or the records of the depository(ies) as equity shareholder of the Company on the Record Date, as under:
4 (Four) Preference Shares - Series I of face value of INR 10/- each fully paid up for every 1 (One) equity share of INR 2/- each fully paid up held by such shareholder; and

Siyaram Silk Mills Limited

3 (Three) Preference Shares - Series II of face value of INR 10/- each fully paid up for every 1 (One) equity share of INR 2/- each fully paid up held by such shareholder.

Note: The above details are the salient features of the Scheme. The unsecured creditors are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

6. BOARD APPROVALS

The Board of Directors of the Company at its Meeting held on October 26, 2024, unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favour / against / did not participate or vote
Shri. Ramesh D. Poddar	In favour
Shri. Pawan D. Poddar	In favour
Shri. Shrikishan D. Poddar	In favour
Shri. Gaurav P. Poddar	In favour
Shri. Ashok M. Jalan	In favour
Smt. Mangala R. Prabhu	In favour
Shri. Chetan S. Thakkar	In favour
Shri. Ashok N. Desai	In favour
Shri. Deepak R. Shah	In favour
Shri. Sachindra N. Chaturvedi	In favour

7. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the Company and their relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Company, if any.

8. EFFECT OF SCHEME ON STAKEHOLDERS

8.1.

The effect of the Scheme on various stakeholders is summarised below:

8.1.1 Shareholders, KMPs, Promoter and Non-Promoter Shareholders

The effect of the Scheme on the shareholders, KMPs, promoter and non-promoter shareholders of the Company is given in the reports adopted by the Board of Directors of the Company in its meeting held on October 26, 2024. Pursuant to the provisions of Section 232(2)(c) of the Act the Scheme will not have adverse effect on the employees of the Company. All employees will continue in the employment of the Company which are annexed hereto as Annexure III.

Siyaram Silk Mills Limited

8.1.2 Directors

The Scheme will have no effect on the office of existing directors of the Company, and they will continue to be directors of the Company as before.

It is clarified that the composition of the Board of Directors of the Company may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of the Company, as may be applicable. The Scheme itself does not affect the office of the directors of the Company. The effect of the Scheme on the Directors of the Company, in their capacity as shareholders, will be the same as in case of other shareholders of such company, as mentioned in the aforesaid reports annexed as Annexure III.

8.1.3 Employees

Pursuant to the Scheme, employees engaged in the Company will continue on the same terms and conditions, as before.

8.1.4 Creditors

Pursuant to the Scheme, creditors of the Company will continue to be creditors of the Company, on the same terms and conditions, as before.

8.1.5 Debenture holders and Debenture Trustees

The Company has not issued any debentures, therefore, the requirement of appointing a debenture trustee does not arise.

8.1.6 Depositors and Deposit Trustees

The Company has not accepted any deposits within the meaning of the Act and Rules framed thereunder. Hence, no deposit trustees have been appointed by the Company.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders, as it will reward the existing shareholders by way of issuance of Preference Shares while maintaining the overall financial stability and capital structure of the Company.

9. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Company.

10. AMOUNTS DUE TO UNSECURED CREDITORS

10.1 The amount due to unsecured creditors by the Company as on October 31, 2025 is INR 248,72,72,028.63/-
10.2 The Scheme embodies the arrangement between the Company and its respective shareholders. No change in value or terms or any compromise or arrangement is proposed under the Scheme with any of the creditors of the Company.

Siyaram Silk Mills Limited

11. VALUATION REPORT AND FAIRNESS OPINION

The Company will issue and allot Preference Shares by way of bonus to its equity shareholders. Pursuant to the Scheme, the percentage holding of an equity shareholder in the Company (post the Scheme) would remain unchanged from the proportion of capital held by such equity shareholder in the Company. There will be no change in the economic interest of the equity shareholders of the Company, before and after Scheme. Accordingly, Valuation Report is not required in terms of the SEBI Master Circular.

12. SHAREHOLDING PATTERN

12.1. The shareholding pattern of the Company to the Scheme:

(a) The equity shareholding pattern of the Company is as follows (based on shareholding data as on the date of notice):

Sr. No	Category & Name of the Shareholders	Nos. Of shareholder s	No. of fully paid up equity shares held	Total nos. shares held	Shareholdin g as a % of total no. of shares	Number of equity shares held in dematerialize d form
A	Statement showing shareholding pattern of the Promoter and Promoter Group
(1)	Indian
(a)	Individuals/Hindu undivided Family	14	19733736	19733736	43.50	19733736
(b)	Central Government/ State Government(s)
(c)	Financial Institutions/ Banks
(d)	Any Other (specify)	7	10864668	10864668	23.95	10864668
	Sub-Total (A)(1)	21	30598404	30598404	67.44	30598404
(2)	Foreign
	Sub-Total (A)(2)
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	21	30598404	30598404	67.44	30598404

B	Statement showing shareholding pattern of the Public shareholder
(1)	Institutions (Domestic)
(a)	Mutual Funds	1	38	38	0.00	38

Siyaram Silk Mills Limited

Sr. No	Category & Name of the Shareholders	Nos. Of shareholder s	No. of fully paid up equity shares held	Total nos. shares held	Shareholdin g as a % of total no. of shares	Number of equity shares held in dematerialize d form
(b)	Venture Capital Funds	0	0	0	0.00	0
(c)	Alternate Investment Funds	2	1108556	1108556	2.44	1108556
(d)	Banks	4	1757	1757	0.00	1102
(e)	Insurance Companies
(f)	Provident Funds/ Pension Funds
(g)	Asset reconstruction companies
(h)	Sovereign Wealth Funds
(i)	NBFCs registered with RBI	1	780	780	0.00	780
(j)	Other Financial Institutions	1	8000	8000	0.02	500
(k)	Any Other (specify)
	Sub-Total (B)(1)	10	1119131	1119131	2.47	1110976
(2)	Institutions (Foreign)
(a)	Foreign Direct Investment
(b)	Foreign Venture Capital Investors
(c)	Sovereign Wealth Funds
(d)	Foreign Portfolio Investors Category I	59	1275626	1275626	2.81	1275626
(e)	Foreign Portfolio Investors Category II	5	18278	18278	0.04	18278
(f)	Overseas Depositories (holding DRs) (balancing figure)
(g)	Any Other (specify)
	Sub-Total (B)(2)	64	1293904	1293904	2.85	1293904
(3)	Central Government / State Government(s)
(a)	Central Government / President of India
(b)	State Government / Governor
(c)	Shareholding by Companies or Bodies Corporate where

Siyaram Silk Mills Limited

Sr. No	Category & Name of the Shareholders	Nos. Of shareholder s	No. of fully paid up equity shares held	Total nos. shares held	Shareholdin g as a % of total no. of shares	Number of equity shares held in dematerialize d form
	Central / State Government is a promoter
	Sub-Total (B)(3)
(4)	Non-institutions
(a)	Associate companies / Subsidiaries
(b)	Directors and their relatives (excluding independent directors and nominee directors)	4	40115	40115	0.09	40115
(c)	Key Managerial Personnel
(d)	Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category)
(e)	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust'
(f)	Investor Education and Protection Fund (IEPF)	1	383687	383687	0.85	383687
(g)	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	45035	9197495	9197495	20.27	8741469
(h)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	6	1066302	1066302	2.35	1066302
(i)	Non Resident Indians (NRIs)	1146	381590	381590	0.84	380690
(j)	Foreign Nationals
(k)	Foreign Companies
(l)	Bodies Corporate	358	830356	830356	1.83	827101
(m)	Any Other (specify)	926	459104	459104	1.01	458804
	Sub-Total (B)(4)	47476	12358649	12358649	27.24	11898168
	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)	47550	14771684	14771684	32.56	14303048

Siyaram Silk Mills Limited

Sr. No	Category & Name of the Shareholders	Nos. Of shareholder s	No. of fully paid up equity shares held	Total nos. shares held	Shareholdin g as a % of total no. of shares	Number of equity shares held in dematerialize d form
	(4)

C	Statement showing shareholding pattern of the Non Promoter- Non Public shareholder	0	0	0	0	0
	Total NonPromoter- Non Public Shareholding (C)= (C)(1)+(C)(2)	0	0	0	0	0
	Total (A+B+C )	47571	45370088	45370088	100.00	44901452

There will be no change in the post-arrangement equity shareholding pattern of the Company in terms of the Scheme.

(b) The preference shareholding pattern of the Company is as follows:

Series-I 9% Cumulative Non-Convertible Redeemable Preference Shares of INR 10/- each

		Pre		Post
Sr. No	Category & Name	No. of fully paid up equity shares held	Shareholding as a % of total no. of shares	No. of fully paid up equity shares held	Shareholding as a % of total no. of shares



A	Statement showing shareholding pattern of the Promoter and Promoter Group
-1	Indian
(a)	Individuals/Hindu undivided Family	0	0	78934944	43.5
(b)	Central Government/ State Government(s)	0	0	0	0
(c)	Financial Institutions/ Banks	0	0	0	0
(d)	AnyOther(specify)	0	0	43458672	23.95
	Sub-Total(A)(1)	0	0	122393616	67.44
-2	Foreign	0	0	0	0
	Sub-Total(A)(2)	0	0	0	0

Siyaram Silk Mills Limited

	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	122393616	67.44
		0	0
B	Statement showing shareholding pattern of the Public shareholder	0	0
-1	Institutions (Domestic)	0	0
(a)	Mutual Funds	152	0
(b)	Venture Capital Funds	0	0
(c)	Alternate Investment Funds	4434224	2.44
(d)	Banks	7028	0
(e)	Insurance Companies	0	0
(f)	Provident Funds/ Pension Funds	0	0
(g)	Asset reconstruction companies	0	0
(h)	Sovereign Wealth Funds	0	0
(i)	NBFCs registered with RBI	3120	0
(j)	Other Financial Institutions	32000	0.02
(k)	AnyOther(specify)	0	0
	Sub-Total(B)(1)	4476524	2.47
-2	Institutions (Foreign)	0	0
(a)	Foreign Direct Investment	0	0
(b)	Foreign Venture Capital Investors	0	0
(c)	Sovereign Wealth Funds	0	0
(d)	Foreign Portfolio Investors Category I	5102504	2.81
(e)	Foreign Portfolio Investors Category II	73112	0.04
(f)	Overseas Depositories (holding DRs) (balancing figure)	0	0
(g)	AnyOther(specify)	0	0
	Sub-Total(B)(2)	5175616	2.85
-3	Central Government / State Government(s)	0	0
(a)	Central Government / President of India	0	0
(b)	State Government / Governor	0	0
(c)	Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter	0	0
	Sub-Total(B)(3)	0	0
-4	Non-institutions	0	0

Siyaram Silk Mills Limited

(a)	Associate companies / Subsidiaries	0	0
(b)	Directors and their relatives (excluding independent directors and nominee directors)	160460	0.09
(c)	KeyManagerial Personnel	0	0
(d)	Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category)	0	0
(e)	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust'	0	0
(f)	Investor Education and Protection Fund (IEPF)	1534748	0.85
(g)	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	36789980	20.27
(h)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	4265208	2.35
(i)	Non Resident Indians(NRIs)	1526360	0.84
(j)	Foreign Nationals	0	0
(k)	Foreign Companies	0	0
(l)	Bodies Corporate	3321424	1.83
(m)	AnyOther(specify)	1836416	1.01
	Sub-Total(B)(4)	49434596	27.24
	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)	59086736	32.56
		0	0
C	Statement showing shareholding pattern of the Non Promoter- Non Public shareholder	0	0
	Total Non Promoter- Non Public Shareholding (C)= (C)(1)+(C)(2)	0	0
	Total(A+B+C)	181480352	100

Siyaram Silk Mills Limited

Series-II 9% Cumulative Non-Convertible Redeemable Preference Shares of INR 10/- each

		Pre		Post
Sr. No	Category & Name	No. of fully paid up equity shares held	Shareholding as a % of total no. of shares	No. of fully paid up equity shares held	Shareholding as a % of total no. of shares



A	Statement showing shareholding pattern of the Promoter and Promoter Group
-1	Indian
(a)	Individuals/Hindu undivided Family	0	0	59201208	43.5
(b)	Central Government/ State Government(s)	0	0	0	0
(c)	Financial Institutions/ Banks	0	0	0	0
(d)	AnyOther(specify)	0	0	32594004	23.95
	Sub-Total(A)(1)	0	0	91795212	67.44
-2	Foreign	0	0	0	0
	Sub-Total(A)(2)	0	0	0	0
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	0	0	91795212	67.44
		0	0	0	0
B	Statement showing shareholding pattern of the Public shareholder	0	0	0	0
-1	Institutions (Domestic)	0	0	0	0
(a)	Mutual Funds	0	0	114	0
(b)	Venture Capital Funds	0	0	0	0
(c)	Alternate Investment Funds	0	0	3325668	2.44
(d)	Banks	0	0	5271	0
(e)	Insurance Companies	0	0	0	0
(f)	Provident Funds/ Pension Funds	0	0	0	0
(g)	Asset reconstruction companies	0	0	0	0
(h)	Sovereign Wealth Funds	0	0	0	0
(i)	NBFCs registered with RBI	0	0	2340	0
(j)	Other Financial Institutions	0	0	24000	0.02

Siyaram Silk Mills Limited

(k)	AnyOther(specify)	0	0
	Sub-Total(B)(1)	3357393	2.47
-2	Institutions (Foreign)	0	0
(a)	Foreign Direct Investment	0	0
(b)	Foreign Venture Capital Investors	0	0
(c)	Sovereign Wealth Funds	0	0
(d)	Foreign Portfolio Investors Category I	3826878	2.81
(e)	Foreign Portfolio Investors Category II	54834	0.04
(f)	Overseas Depositories (holding DRs) (balancing figure)	0	0
(g)	AnyOther(specify)	0	0
	Sub-Total(B)(2)	3881712	2.85
-3	Central Government / State Government(s)	0	0
(a)	Central Government / President of India	0	0
(b)	State Government / Governor	0	0
(c)	Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter	0	0
	Sub-Total(B)(3)	0	0
-4	Non-institutions	0	0
(a)	Associate companies/Subsidiaries	0	0
(b)	Directors and their relatives (excluding independent directors and nominee directors)	120345	0.09
(c)	KeyManagerial Personnel	0	0
(d)	Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category)	0	0
(e)	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust'	0	0
(f)	Investor Education and Protection Fund (IEPF)	1151061	0.85
(g)	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	27592485	20.27
(h)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	3198906	2.35
(i)	Non Resident Indians(NRIs)	1144770	0.84

Siyaram Silk Mills Limited

(j)	Foreign Nationals	0	0
(k)	Foreign Companies	0	0
(l)	Bodies Corporate	2491068	1.83
(m)	AnyOther(specify)	1377312	1.01
	Sub-Total(B)(4)	37075947	27.24
	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)	44315052	32.56
		0	0
C	Statement showing shareholding pattern of the Non Promoter- Non Public shareholder	0	0
	Total Non Promoter- Non Public Shareholding (C)= (C)(1)+(C)(2)	0	0
	Total(A+B+C)	136110264	100

13. PRE / POST SCHEME CAPITAL STRUCTURE

13.1. The pre-Scheme capital structure of the Company is given in Paragraph 4.3 above. Pursuant to the Scheme, there will be a change in the post Scheme share capital structure of the Company.
13.2. The indicative post Scheme share capital structure of the Company will be as follows:

Particulars	Amount (in INR)
Authorized Share Capital
5,50,00,000 equity shares of INR 2/- each	11,00,00,000
25,000 11% redeemable cumulative preference shares of INR 100/- each	25,00,000
31,75,90,616 9% Cumulative Non-Convertible Redeemable Preference Shares of INR 10/- each	317,59,06,160
Total	328,84,06,160
Issued, Subscribed and Paid-up Capital
4,53,70,088 equity shares of INR 2/- each	9,07,40,176
18,14,80,352 Series-I 9% Cumulative Non-Convertible Redeemable Preference Shares of INR 10/- each	181,48,03,520
13,61,10,264 Series-II 9% Cumulative Non-Convertible Redeemable Preference Shares of INR 10/- each	136,11,02,640

Siyaram Silk Mills Limited

Particulars	Amount (in INR)
TOTAL	326,66,46,336

14. AUDITORS' CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The certificate dated October 26, 2024, issued by Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration No.: 104133W), Statutory Auditors of the Company, confirmed that the accounting treatment stated in the Scheme is in compliance with the accounting standards prescribed under Section 133 of the Act and other generally accepted accounting principles.

15. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

15.1. The equity shares of the Company are listed on BSE and NSE. The Company has received observation letters dated July 11, 2025 and July 7, 2025, from BSE and NSE respectively, in terms of Regulation 37 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“ SEBI Master Circular ”).
15.2. A copy of the observation letters dated July 11, 2025 and July 7, 2025, issued by BSE and NSE are annexed hereto as Annexure IV and V respectively. Further, the Company has not received any complaint relating to the Scheme and “NIL” complaints report were filed by the Company with BSE and NSE in terms of the SEBI Master Circular, copies of which are attached as Annexure VI Colly .
15.3. As per comments contained in the said observation letters, details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken against the Company, its promoters and directors, as submitted to the Tribunal, are attached hereto as Annexure VII .
15.4. Further, as per the comments contained in the said observation letters, the Company has also disclosed certain information for the public shareholders to make an informed trading decision. The said information has been annexed hereto as Annexure VIII .
15.5. A copy of the Scheme has been filed by the Company with the Registrar of Companies, Maharashtra, Mumbai.
15.6. All approvals as stated in Clause 11 (Conditions Precedent) of the Scheme, in order to give effect to the Scheme will be obtained.

16. INSPECTION OF DOCUMENTS

In addition to the documents appended hereto, the electronic copy of following documents will be available for inspection in the investor relations section of the website of the Company at:

https://www.siyaram.com/investor-relations/draft-scheme-of-arrangement.php

a. Copy of the Tribunal Order;

Siyaram Silk Mills Limited

b. Memorandum and Articles of Association of the Company;
c. Annual report including financial statements of the Company for the financial year as on March 31, 2025;
d.
Copy of the Scheme;
e. Certificate of the Statutory Auditor of the Company, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and applicable accounting standards, including clarification letters thereto; and
f. All other documents displayed on the Company’s website i.e.www.siyaram.com in terms of the SEBI Master Circular on the Scheme.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the unsecured creditors.

Sd/-

Mr. Ashok M. Jalan Chairperson of the Meeting appointed by the Tribunal

Place: Mumbai,

Date: Monday, November 24, 2025

Registered Office:

H-3/2, MIDC, 'A' Road, Tarapur, Boisar, Palghar - 401506, Maharashtra CIN: L17116MH1978PLC020451 Website: https://www.siyaram.com E-mail: [email protected] Tel: 022 30400500

Siyaram Silk Mills Limited

Annexure I

SCHEME OF ARRANGEMENT

BETWEEN

SIYARAM SILK MILLS LIMITED

AND

ITS SHAREHOLDERS

UNDER SECTION 230 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

==> picture [95 x 62] intentionally omitted <==

Annexure II[506] (M.S.),[Phone] - 02525-329910. Website - www.siyaram.com HALF YEAR ENDED 30TH SEPTEMBER, ([=] Half Year Ended (Unaudited) 30.09.2024] 30.09.2025 30.09.2024 60,756.14 1,09,405.16 91,406.75 2,141.44 4,911.95 4,547.79 62,897.58 1,14,317.11 95,954.54 19,891.17 43,262.18 ~35,582.75| 3,990.30 12,438.88 6,523.01 6,340.88 (6,359.52) 141.21 4,825.46 10,199.68 8,848.32 5,507.86 13,707.08 9,871.61 568.54 1,534.28 1,019.76 1,386.52 4,039.63 2,765.83 11,306.03 23,336.01 20,535.16 53,816.76 1,02,158.22 85,287.65 9,080.82 12,158.89 10,666.89 2,119.01 2,510.00 2,210.00 122.12 490.90 415.38 - - - 2,241.13 3,000.90 2,625.38 6,839.69 9,157.99 8,041.51 (3.75) (60.00) (7.50) 0.95 15.10 1.89 - - - - - - | (2.80) (44.90) (5.61) 6,836.89 9,113.09 8,035.90 907.40 907.40 907.40 - - - Not Annualised 15.07 20.19 17.72 44

45 1,89,263.78

46

47

50

51

52

53

Annexure III

==> picture [146 x 27] intentionally omitted <==

SlYARAM SILK MlLLSLIMITEO

REPORT ADOPTED ,:i3y THE BOARD OF DIRECTORS OF SIYARAM SILK MILLS LIMITEJ:? AT ITS MEETING HELD ON 26TH OCTOBER, 2024 IN ACCORDANCE WITH SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 ON THE DRAFT SCHEME -OF ARRANGEMENT BETWEEN SIYARAM SILK MILLS LIMITED AND ITS SHAREHOLDERS

1. Background

1.1. The Board of Directors ("Board") of Siyaram Silk Mills Limited ("Company") at its meeting held on 26th October, 2024 have approved the Scheme of Arrangement between the Company and its shareholders under Section 230 and other applicable provisions of the Companies Act, 2013 ("Act") ("Scheme").
1.2. Provisions of Section 232(2)(c) of the Act require the Board to adopt a report explaining the effect of the arrangement on each class of shareholders, key managerial personnel ("KMPs"), promoters and non-promoter shareholders of the Company laying -out in particular the share exchange ratio and specifying any special valuation difficulties and the same is required to be circulated as part of the notice of the meeting(s) to be held for the purpose of approving the Scheme.
1.3. This report of the Board is accordingly being made m pursuance to the requirements of Section 232(2)(c) of the Act.
1.4. The Scheme provides for the issuance of Preference Shares (as defined in the Scheme) by way of bonus to the shareholders of the Company by utilising the general reserves of the Company
1.5. The following documents were, inter alia, placed before the Board:
1.5.1. Draft Scheme;
1.5.2. Statutory Auditors' certificate of M/s. Jayantilal Thakkar & Co., Chartered Accountants, (ICAI Firm Registration No.104133W) specifying that the accounting treatment mentioned in the Scheme is in accordance with Section 133 of the Act;
1.5.3. Statutory Auditors' certificate of M/s. Jayantilal Thakkar & Co., Chartered Accountants, (!CAI Firm Registration No.104133W) certifying the non-applicability of requirements stated in Paragraph l0(b) read with Paragraph l0(a) of Part I of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 ("SEBI Master Circular");

20, 2023 ("SEBI Master Circular"); ,. · /.1 � • • ' - ;,; �� < '//. '418,41 ,:: Corporate office: B - 5, Trade World, Kamala City, Senapati Bapat Marg, Lower Pare!, Mumbai-400013 (India) Phone : 3040 0500, Fax: 3040 0599 �� r{s Internet: www.siyaram.com CIN: L17116MH1978PLC020451 � Registered H - 3/2, MIDC, A - Road, Tarapur, Boisar, Palghar-401 506 (Mah.) Email: [email protected] Office:

DCS/AMAL/NB/R37/3683/2025-26

Annexure IV

==> picture [26 x 52] intentionally omitted <==

SSE The P.ower of Vibrance July 11 , 2025

To, The Company Secretary, Siyaram Silk Mills Limited H 3 / 2 A-Road Tarapur, Boisar, MIDC, Thane, Maharashtra, 401506

Sub: Observation letter regarding the Scheme or Arrangement filed by Siyaram Silk Mills Limited

We refer to your application for Scheme of Arrangement filed by Siyaram Silk Mills Limited under section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act 2013 and other applicable provisions of the filed with the Exchange under Regulation 37 of SEBI LODR Regulations, 2015, read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and Reg. 94(2) of SEBI LODR Regulations, 2015.

In this regard, SEBI vide its Letter dated July 4, 2025, has inter alia given the following comment(s) on the said Scheme of Arrangement:

1. "The proposed composite Scheme Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015".

2. "The entity shall ensure that the Company discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCL T and shareholders, while seeking approval of the sc:heme."

3. "The Entity shall ensure that additional information, if any, submitted after filing the scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the listed companies."

4. "The entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/authorities/tribunal."

5. "The Entity shall ensure that compliance with the SEBI c:irculars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated June 20, 2023."

6. "The Entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old."

7. "The Entity shall ensure that the conditions provided in paragraph 12 of (A) Part I of SEBI Master Circular dated June 20, 2023 are complied."

8. "The entities are advised to ensure the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, so that Public shareholders can make an informed decision: -

i. Need for the issuing bonus Non-Convertible Redeemable Preference Shares ("NCRPS") through Scheme of Arrangement along with reason for issuing separate series of NCRPS.

==> picture [38 x 20] intentionally omitted <==

Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai 400001, India. T: +91 22 2272 1234/33 I E: [email protected] www.bseindia.com I Corporate Identity Number : L67120MH2005PLC155188

PUBLIC

Annexure V

Ref: NSE/LIST/ 45272

July 07, 2025

The Company Secretary Siyaram Silk Mills Limited

Kind Attn.: Mr. William Fernandes

Dear Sir,

Sub: Observation Letter for draft scheme of arrangement amongst Siyaram Silk Mills Limited (herein after referred to as “SSML”) and their respective shareholders under Section 230-232 and other applicable provisions of the Companies Act, 2013.

We are in receipt for captioned draft Scheme of arrangement filed by Siyaram Silk Mills Limited.

Based on our letter reference no. NSE/LIST/45272 dated January 28, 2025, submitted to SEBI pursuant to SEBI Master Circular dated June 20, 2023 and May 21, 2024, read with Regulation 37 and 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated July 02, 2025, has inter alia given the following comment(s) on the draft scheme of arrangement:

a) The Company shall ensure that the proposed composite Scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
c) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Company and the Stock Exchanges.
d) The Company shall ensure entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by Stock Exchange(s), except those mandated by the regulators/ authorities/tribunal.
e) The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated June 20, 2023.
f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

Non-Confidential

Continuation Sheet

Ref: NSE/LIST/45272

July 07, 2025

==> picture [294 x 62] intentionally omitted <==

g) The Company shall ensure that conditions provided in paragraph 12 of (A) Part I of SEBI Master Circular dated June 20, 2023, are complied.
h) The Company shall ensure that the following disclosure as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, so that public shareholders can make an informed decision in the matter.
i. Need for the issuing bonus NCRPS through Scheme of Arrangement along with reason for issuing separate series of NCRPS.
ii. Details of net worth of SSML Pre and Post scheme of arrangement along with reasons for decrease in net worth and how the same is beneficial to public shareholders of SSML.
iii. Basis for arriving at the ratio for issuance of bonus NCRPS.
iv. Latest financials of SSML not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatory statement.
v. Pre and Post scheme shareholding of SSML as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
vi. Disclose all pending actions against the SSML, its promoters/directors/KMPs.
i) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the shareholders.
j) The Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.
k) The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
l) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI.

Non-Confidential

Continuation Sheet

Ref: NSE/LIST/45272

July 07, 2025

==> picture [294 x 62] intentionally omitted <==

m) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT, and the Company is obliged to bring the observations to the notice of NCLT.
n) The Companies shall ensure that all the applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.
o) The Company shall ensure to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.
p) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations
q) The listed entity involved in the scheme shall disclose this No Objection Certificate letter on its website within 24 hours of receiving the same.

SEBI vide its letter dated March 03, 2025, has inter alia given the following comment(s) on the draft scheme of arrangement:

a) The company shall ensure compliance with applicable provisions of SEBI (Listing Obligations & Disclosure Requirements) 2015, SEBI (Issue & Listing of Non-Convertible Securities) Regulations,2021 & Circulars issued thereunder.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

Non-Confidential

Continuation Sheet

Ref: NSE/LIST/45272

July 07, 2025

==> picture [294 x 62] intentionally omitted <==

The Company should also fulfil the Exchange’s criteria for listing the securities of such Company and also comply with other applicable statutory requirements, SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, SEBI/HO/DDHS/DDHS-PoD1/P/CIR/2024/48 dated May 21, 2024 as applicable.

However, the listing of Non-convertible Redeemable Preference Shares (NCRPS) of Siyaram Silk Mills Limited is at the discretion of the Exchange.

The listing of NCRPS of Siyaram Silk Mills Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about Siyaram Silk Mills Limited and its group companies in line with the disclosure requirements applicable for public issues with National Stock Exchange of India Limited (“NSE”) for making the same available to the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

“ The approval given by the NSE should not in any manner be deemed or construed that the Scheme has been approved by NSE; and/ or NSE does not in any manner warrant, certify or endorse the correctness or completeness of the details provided; does not in any manner take any responsibility for the financial or other soundness of the Siyaram Silk Mills Limited, its promoters, its management etc .”

To publish an advertisement in the newspapers containing all the information about Siyaram Silk Mills Limited in line with the details required as per SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023, and SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/48 dated May 21, 2024. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.
To disclose all the material information about Siyaram Silk Mills Limited to NSE on continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.
The following provision shall be incorporated in the scheme:

(a) “ The NCRPS allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.”

(b) “There shall be no change in the shareholding pattern or control in Siyaram Silk Mills Limited between the record date and the listing which may affect the status of this approval.”

Non-Confidential

Continuation Sheet

Ref: NSE/LIST/45272

July 07, 2025

==> picture [294 x 62] intentionally omitted <==

As per SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, the application for relaxation under Sub-rule (7) of rule 19 of SCRR for listing of NCDs and/or NCRPS shall include a detailed Compliance Report as per the format specified in Annexure VI , duly certified by the Company Secretary and the Managing Director, confirming compliance of the Scheme of Arrangement with the various regulatory requirements specified in this regard.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from July 07, 2025, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37/59(A) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Saili Kamble

Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

Non-Confidential

Annexure VI Colly LIMITED 10% January, (Listing Obligations and Disclosure the proposed Scheme of Arrangement its Shareholders under Sections 230 of 6.a of Part[I] of the[SEBI] Master[Circular] June 20, 2023 as amended[from] time to pursuant to Regulation 37 of the Listing India Limited (“NSE”). the Companyis inter alia required to received by the Company on the Scheme date of uploading of the draft Scheme and Scheme along with related documents by 8, 2025, accordingly, we attach herewith a on the website of the Company, as per requirement of under the applicable provisions of the Bapat Marg, Lower Parel, Mumbai[—][400013] Email: william [email protected][:] L17116MH1978PLC020451 Tarapur, Boisar, Palghar[—][401][506] (Mah.) 69

Siyaram's (� SLYARAM SILK MILLS LfMITEO

Annexure VII

· Details of the 01 g�ing adjudication & recover proceedings,· prosecution[• ] initiated, if any, against Siy.aram Silk Mills Ltd. ("SSML"), its Promoters and Directors.

Against SSML:

There is an appeal filled aQainst the demand of GST along with the applicable interest and penalty Rs 20.46 lacs for the year 2018-19.
There is a demand of Rs.51.48 lakh by Brihanmumbai Municipal Corporation (BMC) in respect of Property Tax. The said Property Tax was determined on the basis of the capital valuation of the property. The property owners of Mumbai have filed a writ petition in Bombay High Court against the said demand. The Hon'ble Justice of Bombay High Court has passed an interim relief to the property owners. However, BMC has approached the Supreme Court and the matter is yet to be adjudicated. The necessary provisions have been made in the books of account.
Mr. Anirudh Rai, former employee of SSML has filed a suit in Thane Labour Court alleging forceful resignation. The matter is pending for adjudication.
Mr. Basist K Mishra & Vikram Bist, former employees of SSML, have filed suits in Thane Labour Court for discontinuation of their services during the Covid-19 period, alleging that discontinuation of services is wrongful and potential loss of income. The matter is pending for adjudication.

Against Promoter and Directors of SSML:

There are no on going adjudication & recovery proceedings, prosecution initiated against the Promoters and Directors of SSML

For Siyaram Silk Mills Limited M� Mahipal Thakur Company Secretary and Compliance Officer _

Corporate office: B - 5, Trade World, Kamala City, Senapati Bapat Marg, Lower Pare!, Mumbai - 400013 (India) Phone : 3040 0500, Fax: 3040 0599 Email: [email protected] Internet: www.siyaram.com CIN : Ll 7 l l 6MH l 978PLC02045 l

Registered Office: H - 3/2, MIDC, A- Road, Tarapur, Boisar, Palghar- 401 506 (Mah.)

• , • ' 1 ">"' ... 'Ii' ' . t· . . . Siyaram SIYARAM SILK MILLS LIMJTED

Annexure VIII

DISCLOSURE CONTAINING CERTAIN INFORMATION FOR THE PUBLIC SHAREHOLDERS AS PER THE REQUIREMENTS OF THE OBSERVATION LETTERS

Disclosure as required pursuant to the observation letters dated 11 July 2025 and 7 July 2025 by BSE Limited and the National Stock Exchange of India Limited, respectively is provided asfollows: • • •

1. Need for the issuing bonus Non-Convertible Redeemable Preference Shares {"NCRPS") through Scheme of Arrangement along with reason for listing separate series of NCRPS

The board of directors of the Company ("Board") at its meeting held on October 26, 2024, had considered and approved the proposed Scheme which, inter alia, provides for the issuance of preference shares by way of bonus to the shareholders of the Company.

Further, the Board has taken an informed decision and exercised its commercial wisdom to opt 'scheme of arrangement' as a method for implementing the proposed issuance of preference shares by way of bonus. The Scheme will, inter alia, be subjected to requisite approval of shareholders and creditors of the Company as per applicable law. Further, the Company will comply with applicable law for the purposes of giving effect to the Scheme and issuance of bonus preference shares.

As per the settled jurisprudence, so far as a company complies with requisite provisions of law, the Board of the Company may choose any of the methods to implement a particular transaction/ corporate action.

It is hereby also mentioned that Regulation 6 of Foreign Exchange Management (Debt Instruments) Regulations, 2019, inter alia permits an Indian company to issue non-convertible redeemable preference shares as bonus to the shareholders resident outside India, through a scheme of arrangement approved by National Company Law Tribunal (NCLT) subject to fulfilment of certain conditions.

The present Scheme is being presented under Section 230 and other applicable provisions of the Companies Act, 2013 and in accordance with the regulations of the Foreign Exchange Management (Debt Instruments) Regulations, 2019 for the issuance of preference shares to the shareholders of the Company by way of bonus.

2. Details of net worth of SSML Pre and Post scheme of arrangement along with reasons for decrease in net worth and how the same is beneficial to public shareholders of SSML

Following are the details of pre and post net worth of the Company:

Name of the Company Pre Scheme Net worth as Post Scheme Net worth on 30 September, 2025 {Indicative) Siyaram Silk Mills Limited INR 1356.97 crores INR 1039.38 crores

Corporate office: B - 5, Trade World, Kamala City, Senapati Bapat Marg, Lower Pare), Mumbai - 400 013 (India) Phone: 3040 0500 Fax: 3040 0599 Email: [email protected] Internet: www.siyaram.com CIN: L17116MH1978PLC020451 Registered Office: H - 3/2, MIDC, A - Road, Tarapur, Boisar, Palghar - 401 506 (Mah.)

AI assistant

Siyaram Silk Mills Ltd. — Proxy Solicitation & Information Statement 2025

59358_rns_2025-11-26_61c61b0c-7d61-4332-bfc6-71087691dce1.pdf

Sub: Notices of the Meetings of the Equity Shareholders and Unsecured Creditors of Siyaram Silk Mills Limited to be convened as per directions of Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT").

SIYARAM SILK MILLS LIMITED

Corporate Identity Number : L17116MH1978PLC020451

NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF SIYARAM SILK MILLS LIMITED PURSUANT TO ORDER DATED NOVEMBER 4, 2025 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING

INDEX

FORM NO. CAA. 2

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN SIYARAM SILK MILLS LIMITED AND ITS SHAREHOLDERS

NOTICE CONVENING MEETING OF UNSECURED CREDITORS

To, The Unsecured Creditors of Siyaram Silk Mills Limited

Date: Monday, November 24, 2025

Registered Office:

NOTES FOR THE MEETING OF UNSECURED CREDITORS OF THE COMPANY

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE MEETING THROUGH VC / OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

11. THE INSTRUCTIONS FOR UNSECURED CREDITORS FOR REMOTE E-VOTING AND JOINING THE MEETING ARE AS UNDER:-

13. Instructions for Unsecured Creditors for attending the Unsecured Creditors Meeting through VC/OAVM are as under:

IN THE MATTER OF SECTION 230

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN SIYARAM SILK MILLS LIMITED AND ITS SHAREHOLDERS

1. MEETING FOR THE SCHEME

DATE, TIME AND MODE OF MEETING

3. RATIONALE AND BENEFITS OF THE SCHEME

4. BACKGROUND OF THE COMPANY:

5. SALIENT FEATURES OF THE SCHEME

Note: The above details are the salient features of the Scheme. The unsecured creditors are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

6.

BOARD APPROVALS

7. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

8. EFFECT OF SCHEME ON STAKEHOLDERS

8.1.

8.1.1 Shareholders, KMPs, Promoter and Non-Promoter Shareholders

8.1.2 Directors

8.1.3 Employees

8.1.4 Creditors

8.1.5 Debenture holders and Debenture Trustees

8.1.6 Depositors and Deposit Trustees

9. NO INVESTIGATION PROCEEDINGS

10. AMOUNTS DUE TO UNSECURED CREDITORS

11. VALUATION REPORT AND FAIRNESS OPINION

12. SHAREHOLDING PATTERN

13. PRE / POST SCHEME CAPITAL STRUCTURE

14. AUDITORS' CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

15. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

16. INSPECTION OF DOCUMENTS

Place: Mumbai,

Date: Monday, November 24, 2025

Registered Office:

Annexure I

SCHEME OF ARRANGEMENT

BETWEEN

SIYARAM SILK MILLS LIMITED

AND

ITS SHAREHOLDERS

45 1,89,263.78

46

47

50

51

52

53

Annexure III

SlYARAM SILK MlLLSLIMITEO

1. Background

DCS/AMAL/NB/R37/3683/2025-26

Annexure IV

Sub: Observation letter regarding the Scheme or Arrangement filed by Siyaram Silk Mills Limited

Annexure V

Kind Attn.: Mr. William Fernandes

Sub: Observation Letter for draft scheme of arrangement amongst Siyaram Silk Mills Limited (herein after referred to as “SSML”) and their respective shareholders under Section 230-232 and other applicable provisions of the Companies Act, 2013.

Saili Kamble

Manager

Annexure VII

Against SSML:

Against Promoter and Directors of SSML:

DISCLOSURE CONTAINING CERTAIN INFORMATION FOR THE PUBLIC SHAREHOLDERS AS PER THE REQUIREMENTS OF THE OBSERVATION LETTERS

Siyaram Silk Mills Ltd. Proxy Solicitation & Information Statement 2025