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

26[th] November, 2025

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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 18:31:55 +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.)

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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 EQUITY SHAREHOLDERS OF SIYARAM SILK MILLS LIMITED PURSUANT TO ORDER DATED NOVEMBER 4, 2025,

TRIBUNAL, MUMBAI BENCH

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MEETING
Day and Date Monday, December 29, 2025
Time 11.00 A.M. (IST)
Mode of Meeting As per the directions of the
Tribunal, Mumbai Bench , the meeting shall be conducted through
VC - OAVM
Cut-off date for e-voting Monday, December 22, 2025
Remote e-voting start date Wednesday, December 24, 2025 at 9:00 a.m. (IST)
and time
Remote e-voting end date Sunday, December 28, 2025 at 5:00 p.m. (IST)
and time
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E-Voting during the meeting would be available for those equity shareholders 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

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Sr. Contents Page
No. No.
1. Notice convening the meeting of the equity shareholders of Siyaram Silk Mills Limited 1 1
Notice
Mumbai Bench
2. Statement under Section 230 read with Section 102 and other applicable provisions of 1 3
Act
CAA Rules
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 ")
3. Annexure I 3 4
Scheme of Arrangement between Siyaram Silk Mills Limited ( Company and its
Scheme
4. Annexure II 4
September 30, 2025
5. Annexure III 6
Report of the Board of Directors of the Company pursuant to Section 232(2)(c) of the
Act
6. Annexure IV and V 6 7
BSE
NSE
7. Annexure VI Colly 7 7
Complaint Reports submitted by the Company to BSE and NSE, respectively, in relation
to the Scheme
8. Annexure VII 7
Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all
other enforcement action taken against the Company, its promoters and directors
9. Annexure VIII 7
Disclosure containing certain information for the public shareholders as per the
requirements of the observation letters
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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]

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- , Tarapur, Boisar, Palghar 401506, Maharashtra, India

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To,

The Equity Shareholders of Siyaram Silk Mills Limited

NOTICE is hereby given that, in accordance with the Order dated November 4, 2025, passed Tribunal Tribunal

Order shareholders of the Company, will be held on Monday, 29[th] December, 2025 at 11.00 A.M. ( IST ) for the purpose of considering and approving, the proposed Scheme of Arrangement between Siyaram Silk Mills Company its Scheme Meeting

Pursuant to the Tribunal Order and as directed therein, the Meeting will be held through VC OAVM Act Exchange SEBI

Listing Regulations 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 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 the time being in force) and subject to the provisions of the Memorandum and Articles of

Siyaram Silk Mills Limited

Tribunal 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 Board 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 Scheme 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 equity shareholders and the equity shareholders shall be deemed to

TAKE FURTHER NOTICE that the equity shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) through e-voting

at the Meeting remote e-voting as stated below:

REMOTE E-VOTING PERIOD

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 register of members or in the register of beneficial owners maintained by the depositories 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 equity shareholder 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 CAA Rules

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

Siyaram Silk Mills Limited

(i) website of the Company and can be accessed at https://www.siyaram.com/investor relations/draft-scheme-of-arrangement.php.
(ii) website of NSDL 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, 24[th] November, 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 EQUITY SHAREHOLDERS 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 equity shareholders of the Company will be held through VC / OAVM to transact the business set out in the Notice. Equity shareholders 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 equity shareholders present at the Meeting shall be deemed to constitute requisite quorum.
Since the Meeting is being held through VC / OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders 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- 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 equity shareholders (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 shareholders 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
The Notice of the Meeting and the accompanying documents mentioned in the Index are being sent through electronic mail to those equity shareholders whose email addresses are registered with the Company. Further, the equity shareholders 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 following 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 equity shareholders through remote e-voting, for participation in the Meeting through VC / OAVM and e-voting at the Meeting.
The Notice, Scheme, statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules and all other accompanying website at https://www.siyaram.com/investor-relations/draft-scheme-of-arrangement.php.

Siyaram Silk Mills Limited

If so desired, equity shareholders 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, along with the details of shareholding in the Company 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.
In case of joint equity shareholders attending the Meeting, only such joint equity shareholder who is higher in the order of names will be entitled to vote at the Meeting.
The voting rights of the equity shareholders shall be in proportion to their shareholding of the paid-up equity share capital of the Company as on cut-off date as mentioned in the Notice.
A person whose name is recorded in the register of members or in the list of beneficial owners maintained by the depositories as on the Cut-off Date only shall be entitled to avail the facility of remote e-voting as well as e-voting at the Meeting.

13. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Wednesday, December 24, 2025, at 9:00 A.M. and - ends on Sunday, December 28, 2025 at 5:00 P.M. The remote e voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register - of Members / Beneficial Owners as on the record date (cut off date) i.e. Monday, December 22, 2025, may cast their vote electronically. The voting right of shareholders - shall be in proportion to their share in the paid up equity share capital of the Company as on the cut-off date, being Monday, December 22, 2025.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e- mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Siyaram Silk Mills Limited

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Type of shareholders Login Method
Individual 1. For OTP based login you can click
Shareholders holding on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
securities in demat You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No.,
mode with NSDL. Verification code and generate OTP. Enter the OTP received on
registered email id/mobile number and click on login. After successful
authentication, you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on a
mobile. On the e-Ser
icon under which is available under section, this will
prompt you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting services
under Value added services. Click on - under e-
Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will be
re-directed to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the
meeting.
3. If you are not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select
or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. 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. Once the home page of e-Voting system is
A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verification Code as shown on
the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the
meeting.
5. NSDL
Speede
seamless voting experience.
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Siyaram Silk Mills Limited

Type of shareholders	Login Method	Login Method

Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Siyaram Silk Mills Limited

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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1. 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.
2. Once the home page of e- available
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a
Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices
after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your
vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or
Physical
a) For Members who hold 8 Character DP ID followed by 8 Digit Client ID
shares in demat account
with NSDL. For example if your DP ID is IN300 and Client ID is
12 then your user ID is IN30012**.
b) For Members who hold 16 Digit Beneficiary ID
shares in demat account
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Siyaram Silk Mills Limited

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with CDSL. For example if your Beneficiary ID is 12**
then your user ID is 12**
c) For Members holding EVEN Number followed by Folio Number registered with
shares in Physical Form. the company
For example if folio number is 001 and EVEN is 101456
then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login
and cast your vote.
b) If you are using NSDL e-Voting system for the first time
c)
(i)
NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open
the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account,
last 8 digits of client ID for CDSL account or folio number for shares held in physical form.
(ii) If your email ID is not registered, please follow steps mentioned below in process for
those shareholders whose email ids are not registered.
6.
password:
a) Forgot User Details/Password ?
with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?
available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request
at [email protected] mentioning your demat account number/folio number, your PAN, your
name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the
e-Voting system of NSDL.
7. Aft
box.
8.
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Siyaram Silk Mills Limited

-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

are holding shares and whose voting cycle and General Meeting is in active status.
is 137780 to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number prompted.
ll be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to the Company at [email protected] and NSDL at [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go Forgot User Details/Password? Physical User Reset Password?

available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Sagar S. Gudhate, Senior Manager at [email protected]

Siyaram Silk Mills Limited

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step -

1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:-

The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.
Members who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system placed under menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the

Siyaram Silk Mills Limited

User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected] . The same will be replied by the company suitably.

Members who would like to express their views/ask questions as a speaker at the Meeting may preregister themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/folio number, PAN and mobile number at [email protected] between 11[th] December, 2025 to 15[th] December, 2025. Only those Members who have preregistered themselves as a 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.

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.

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- 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 Registered Of https://www.siyaram.com/investor-relations/draft-scheme-of-arrangement.php and that of NSDL viz. www.evoting.nsdl.com.

Equity shareholders 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.

Siyaram Silk Mills Limited

IN THE

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

STATEMENT UNDER SECTION 230 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS

ARRANGEMENTS AND

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 EQUITY SHAREHOLDERS OF SIYARAM SILK MILLS LIMITED CONVENED NOVEMBER 4, 2025

1. MEETING FOR THE SCHEME

1.1. This is a statement accompanying the Notice convening the Meeting of the equity shareholders of Siyaram Silk Mills Company consideration and approval of the proposed Scheme of Arrangement between Siyaram Silk Mills Lim Company its Scheme 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.

2. DATE, TIME AND MODE OF MEETING

Pursuant to the Tribunal Order, the Meeting of the equity shareholders of the Company, will be held through video conferencing ( ) / other audio) on Monday, December 29, 2025 at 11.00 A.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 Company 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:

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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/- 25,00,000
each
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
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4.4 The 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

Siyaram Silk Mills Limited

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Ind. Estate, Opp. Hind Cycle,
Worli
Mumbai 400 030,
Maharashtra, India.
2. Ramesh Kumar Promoter 2302, Raheja Artesia, Baburao
Poddar Pendharkar Road, Behind T V
Ind. Estate, Opp. Hind Cycle,
Worli
Mumbai 400 030,
Maharashtra, India.
3. Vibha Shrikishan Promoter A-34, 33rd Floor, A- Wing,
Poddar 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.
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Siyaram Silk Mills Limited

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10. Madhudevi Promoter 2801, Sumer Trinity Tower
Pawan Poddar 1, New Prabhadevi Road, Near
Samna Press, Prabhadevi,
Mumbai 400025,
Maharashtra, India.
11. Pawankumar Promoter 2801, Sumer Trinity Tower
Dharaprasad 1, New Prabhadevi Road, Near
Poddar Samna Press, Prabhadevi,
Mumbai 400025,
Maharashtra, India.
12. Abhishek Promoter A-34, 33rd Floor, A- Wing,
Shrikishan Poddar 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 Promoter 85, Mount Unique, 11 [th] floor,
Poddar 62, Pedder Road, Mumbai
400026, Maharashtra, India.
15. PKP Enterprises Promoter Group 307, 3rd Floor, Trade World, B
LLP Wing, Kamala City, Senapati
Bapat Marg, Lower Parel,
Mumbai 400013,
Maharashtra, India.
16. DPP Enterprises Promoter Group 307, 3rd Floor, Trade World, B
LLP Wing, Kamala City, Senapati
Bapat Marg, Lower Parel,
Mumbai 400013,
Maharashtra, India.
17. HSP Enterprises Promoter Group 307, 3rd Floor, Trade World, B
LLP Wing, Kamala City, Senapati
Bapat Marg, Lower Parel,
Mumbai 400013,
Maharashtra, India.
18. GPP Enterprises Promoter Group 307, 3rd Floor, Trade World, B
LLP Wing, Kamala City, Senapati
Bapat Marg, Lower Parel,
Mumbai 400013,
Maharashtra, India.
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Siyaram Silk Mills Limited

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19. Sanchna Trading Promoter Group Shiv Shakti Indl Premises Co-
& Fin. Ltd. 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 Promoter Group Shiv Shakti Indl Premises Co-
Trading Ltd 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 Promoter Group 211 Shiv Shakti Indl Complex,
Limited J R Boricha Marg, Lower Parel,
Mumbai 400013,
Maharashtra, India.
Directors
1. Shri. Ramesh D. Chairman and Managing 2302, Raheja Artesia, Baburao
Poddar Director Pendharkar Road, Behind T V
Ind. Estate, Opp. Hind Cycle,
Worli, Mumbai 400030,
Maharashtra, India.
2. Shri. Pawan D. Joint Managing Director 2801, Sumer Trinity Tower
Poddar 1, New Prabhadevi Road, Near
Samna Press, Prabhadevi,
Mumbai 400025,
Maharashtra, India.
3. Shri. Shrikishan D. Executive Director A-34, 33rd Floor, A- Wing,
Poddar Ahuja Tower, Rajabhau Desai
Marg, Prabhadevi, Mumbai
400 025, Maharashtra, India.
4. Shri. Gaurav P. President and Executive 1602, Artesia Building,
Poddar Director Baburao Pendharkar Road,
Opp. Hind Cycle, Behind TV
Ind. Estate, Worli, Mumbai
400030, Maharashtra, India.
5. Shri. Ashok M. Senior President cum B-401, Raghav Building,
Jalan Director Vasant Valley Complex, Film
City Road,
Malad East, Mumbai 400097,
Maharashtra, India.
6. Smt. Mangala R. Independent Director 04, 2nd Floor, Plot No.768,
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Siyaram Silk Mills Limited

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Prabhu Krishna Niwas, Dr. Ghanti
Road, Parsi Colony, Dadar
(East), Mumbai- 400014,
Maharashtra, India.
7. Shri. Chetan S. Independent Director Flat No. 1103, Godrej
Thakkar Serenity, Off. V. N. Paruv
Marg, Deonar, Mumbai
400088, Maharashtra, India.
8. Shri. Ashok N. Independent Director 1804, Victoria, Lodha
Desai Paradise, Majiwada, Thane
West 400601, Maharashtra,
India.
9. Shri. Deepak R. Independent Director 1305, Casa Grande Tower- II,
Shah Senapati Bapat Marg, Lower
Parel, Mumbai- 400013,
Maharashtra, India.
10. Shri. Sachindra N. Independent Director 2802, Shreepati Arcade,
Chaturvedi August Kranti Marg, Nana
Chowk, Mumbai-400026,
Maharashtra, India.
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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:

Siyaram Silk Mills Limited

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
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 equity shareholders 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:

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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
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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

Siyaram Silk Mills Limited

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.

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/-

Siyaram Silk Mills Limited

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.

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):

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Sr. Category & Name Nos. Of No. of Total nos. Shareholdin Number of
No of the shareholder fully paid shares g as a % of equity shares
Shareholders s up equity held total no. of held in
shares shares dematerialize
held d form
Statement showing
shareholding pattern of the
A
Promoter and Promoter
Group
(1) Indian
Individuals/Hindu undivided 14 19733736 19733736 43.50 19733736
(a)
Family
Central Government/ State
(b)
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 21 30598404 30598404 67.44 30598404
Promoter and Promoter
Group (A)=(A)(1)+(A)(2)
Statement showing
B shareholding pattern of the
Public shareholder
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Siyaram Silk Mills Limited

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Sr. Category & Name Nos. Of No. of Total nos. Shareholdin Number of
No of the shareholder fully paid shares g as a % of equity shares
Shareholders s up equity held total no. of held in
shares shares dematerialize
held d form
(1) Institutions (Domestic)
(a) Mutual Funds 1 38 38 0.00 38
(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
Provident Funds/ Pension
(f)
Funds
Asset reconstruction
(g)
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
Foreign Venture Capital
(b)
Investors
(c) Sovereign Wealth Funds
Foreign Portfolio Investors 59 1275626 1275626 2.81 1275626
(d)
Category I
Foreign Portfolio Investors 5 18278 18278 0.04 18278
(e)
Category II
Overseas Depositories
(f) (holding DRs) (balancing
figure)
(g) Any Other (specify)
Sub-Total (B)(2) 64 1293904 1293904 2.85 1293904
Central Government / State
(3)
Government(s)
Central Government /
(a)
President of India
(b) State Government /
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Siyaram Silk Mills Limited

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Sr. Category & Name Nos. Of No. of Total nos. Shareholdin Number of
No of the shareholder fully paid shares g as a % of equity shares
Shareholders s up equity held total no. of held in
shares shares dematerialize
held d form
Governor
Shareholding by Companies
or Bodies Corporate where
(c)
Central / State Government
is a promoter
Sub-Total (B)(3)
(4) Non-institutions
Associate companies /
(a)
Subsidiaries
Directors and their relatives 4 40115 40115 0.09 40115
(excluding independent
(b)
directors and nominee
directors)
(c) Key Managerial Personnel
Relatives of promoters
(d)
an
category)
Trusts where any person
belonging to 'Promoter and
(e) Promoter Group' category is
'trustee', 'beneficiary', or
'author of the trust'
Investor Education and 1 383687 383687 0.85 383687
(f)
Protection Fund (IEPF)
Resident Individuals holding 45035 9197495 9197495 20.27 8741469
(g) nominal share capital up to
Rs. 2 lakhs
Resident Individuals holding 6 1066302 1066302 2.35 1066302
(h) nominal share capital in
excess of Rs. 2 lakhs
(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
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Siyaram Silk Mills Limited

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Sr. Category & Name Nos. Of No. of Total nos. Shareholdin Number of
No of the shareholder fully paid shares g as a % of equity shares
Shareholders s up equity held total no. of held in
shares shares dematerialize
held d form
Sub-Total (B)(4) 47476 12358649 12358649 27.24 11898168
Total Public Shareholding 47550 14771684 14771684 32.56 14303048
(B)=(B)(1)+(B)(2)+(B)(3)+(B)
(4)
Statement showing 0 0 0 0 0
shareholding pattern of the
C
Non Promoter- Non Public
shareholder
Total NonPromoter- Non 0 0 0 0 0
Public Shareholding (C)=
(C)(1)+(C)(2)
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
No. of
fully No. of fully Shareholding
Shareholding as
paid up paid up as a % of
a % of total no.
equity equity total no. of
of shares
Sr. Category & Name shares shares held shares
No held
Statement showing shareholding
A pattern of the Promoter and
Promoter Group
-1 Indian
(a) Individuals/Hindu undivided Family 0 0 78934944 43.5
Central Government/ State
(b) 0 0 0 0
Government(s)
(c) Financial Institutions/ Banks 0 0 0 0
(d) Any Other (specify) 0 0 43458672 23.95
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Siyaram Silk Mills Limited

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Sub-Total (A)(1) 0 0 122393616 67.44
-2 Foreign 0 0 0 0
Sub-Total (A)(2) 0 0 0 0
Total Shareholding of Promoter
and Promoter Group 0 0 122393616 67.44
(A)=(A)(1)+(A)(2)
0 0 0 0
Statement showing shareholding
B 0 0 0 0
pattern of the Public shareholder
-1 Institutions (Domestic) 0 0 0 0
(a) Mutual Funds 0 0 152 0
(b) Venture Capital Funds 0 0 0 0
(c) Alternate Investment Funds 0 0 4434224 2.44
(d) Banks 0 0 7028 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 3120 0
(j) Other Financial Institutions 0 0 32000 0.02
(k) Any Other (specify) 0 0 0
Sub-Total (B)(1) 0 0 4476524 2.47
-2 Institutions (Foreign) 0 0 0 0
(a) Foreign Direct Investment 0 0 0 0
(b) Foreign Venture Capital Investors 0 0 0 0
(c) Sovereign Wealth Funds 0 0 0 0
Foreign Portfolio Investors Category
(d) 0 0 5102504 2.81
I
Foreign Portfolio Investors Category
(e) 0 0 73112 0.04
II
Overseas Depositories (holding DRs)
(f) 0 0 0 0
(balancing figure)
(g) Any Other (specify) 0 0 0 0
Sub-Total (B)(2) 0 0 5175616 2.85
Central Government / State
-3 0 0 0 0
Government(s)
Central Government / President of
(a) 0 0 0 0
India
(b) State Government / Governor 0 0 0 0
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Siyaram Silk Mills Limited

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

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

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Pre Post
No. of
fully No. of fully Shareholding
Shareholding as
paid up paid up as a % of
a % of total no.
equity equity total no. of
of shares
Sr. Category & Name shares shares held shares
No held
Statement showing shareholding
A pattern of the Promoter and
Promoter Group
-1 Indian
(a) Individuals/Hindu undivided Family 0 0 59201208 43.5
Central Government/ State
(b) 0 0 0 0
Government(s)
(c) Financial Institutions/ Banks 0 0 0 0
(d) Any Other (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 0 0 91795212 67.44
(A)=(A)(1)+(A)(2)
0 0 0 0
Statement showing shareholding
B 0 0 0 0
pattern of the Public shareholder
-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
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Siyaram Silk Mills Limited

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----- Start of picture text -----

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

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----- Start of picture text -----

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

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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/- 25,00,000
each
31,75,90,616 9% Cumulative Non-Convertible Redeemable Preference 317,59,06,160
Shares of INR10/- each
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 181,48,03,520
Preference Shares of INR10/- each
13,61,10,264 Series-II 9% Cumulative Non-Convertible Redeemable 136,11,02,640
Preference Shares of Rs.10/- each
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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- 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 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. 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 equity shareholders.

Sd/-

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

Place: Mumbai,

Date: Monday, 24[th] November, 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

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July 07, 2025

Ref: NSE/LIST/ 45272

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

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

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

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

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

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AI assistant

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

59358_rns_2025-11-26_249757a6-8b1a-4b81-bba8-56ed159f11fd.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

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF SIYARAM SILK MILLS LIMITED PURSUANT TO ORDER DATED NOVEMBER 4, 2025,

TRIBUNAL, MUMBAI BENCH

INDEX

FORM NO. CAA. 2

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

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

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To,

The Equity Shareholders of Siyaram Silk Mills Limited

REMOTE E-VOTING PERIOD

Place: Mumbai

Registered Office:

NOTES FOR THE MEETING OF EQUITY SHAREHOLDERS 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

13. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

- How do I vote electronically using NSDL e Voting system?

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

General Guidelines for shareholders

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:-

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

AND

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

STATEMENT UNDER SECTION 230 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS

ARRANGEMENTS AND

1. MEETING FOR THE SCHEME

2.

DATE, TIME AND MODE OF MEETING

3. RATIONALE AND BENEFITS OF THE SCHEME

4. BACKGROUND OF THE COMPANY:

6.

BOARD APPROVALS

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

8.

EFFECT OF SCHEME ON STAKEHOLDERS

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, 24[th] November, 2025

Registered Office:

Kind Attn.: Mr. William Fernandes

Saili Kamble

Manager

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