To the Members,
Your Directors have pleasure in presenting the 47th Annual
Report of the Company along with Audited Financial Statements for the year ended March 31,
2025.
1. Standalone Financial Results:

  

    
Particulars
    
STANDALONE
  
  

    

    
FY 2024-25
    
FY 2023-24
  
  

    
Total Revenue
    
2,29,562
    
2,12,472
  
  

    
Profit before Depreciation and Tax
    
32,889
    
30,211
  
  

    
Less: Depreciation
    
5,995
    
5,503
  
  

    
Profit before Tax
    
26,894
    
24,708
  
  

    
Less: Tax Expense
    
7,021
    
6,240
  
  

    
Profit after Tax
    
19,873
    
18,468
  
  

    
Add/(Less): Other Comprehensive Income (net of taxes)
    
(126)
    
(11)
  
  

    
Total Comprehensive Income for the year
    
19,747
    
18,457
  

2. Operations:
During the year under review, the Total Revenue of your Company was '
2,29,562 Lakhs as compared to ' 2,12,472 Lakhs in the previous year registering a growth
of 8.04%. The net profit for the year stood at ' 19,873 Lakhs against ' 18,468 Lakhs in
the previous year registering a growth of 7.61%.
3. Dividend:
Your Directors are pleased to recommend a Final Dividend of ' 5/-
(250%) per Equity Share of ' 2/- each for the year 2024-25. During the year the Company
had paid 1st Interim Dividend of ' 4/- (200%) per Equity Share and 2nd
Interim Dividend of ' 3/- (150%) per Equity Share of ' 2/- each. The aggregate Dividend
for the year is ' 12/- (600 %) per Equity Share (previous year Dividend of ' 11/- (550%)
per Equity Share of ' 2/- each), with a total outlay of ' 5,444.41 Lakhs as against '
4,990.71 Lakhs in the previous year.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"/
"Listing Regulations"), the Board of Directors of the Company ("the
Board") has approved and adopted the Dividend Distribution Policy and the same is
available on the Company's website at the link
https://siyaram-images.s3.ap-south-1.amazonaws.com/
images/investorrelationship-doc/policy/2021-2022/
Siyaram-DividendDistribution-Policy-Final.pdf
4. Share Capital:
The Paid-up Share Capital of the Company as on March 31, 2025 was '
907.40 Lakhs. During the year under review, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity. As on
March 31, 2025, none of the Directors of the Company hold convertible
instruments in the Company.
Issue of Redeemable Preference Shares by way of Bonus:
The Board at its meeting held on October 26, 2024 had approved Scheme
of Arrangement between the Company and its shareholders under Section 230 of the Companies
Act, 2013 ("Scheme") which inter-alia, provides for issuance and allotment of 9%
Cumulative Non-Convertible Redeemable Preference Shares by way of bonus in 2 Series (i.e.
4(four) 9% Cumulative Non-Convertible Redeemable Preference Shares of ' 10/- each fully
paid up of the Company for every 1(one) Equity Share of ' 2/- each fully paid
up("Series - I") and 3(three) 9% Cumulative NonConvertible Redeemable Preference
Shares of ' 10/- each fully paid up of the Company for every 1(one) Equity Share of ' 2/-
each fully paid up ("Series - II"). Series-I and Series- II will be redeemed at
the end of 3 years and 5 years, respectively, from the date of its allotment. The Scheme
is, inter alia, subject to receipt of the statutory, regulatory and other requisite
approvals, including approval from stock exchanges, jurisdictional National Company Law
Tribunal ("NCLT") and the shareholders and creditors (as applicable) of the
Company. Application for approval of the Stock Exchange(s) was submitted within prescribed
time however requisite approval is awaited.
5. Reserves:
During the Financial Year under review, the Board of Directors have not
recommended transfer of any amount of profit to any reserves. Hence, the amount of profit
for the financial year under review has been carried forward to the Statement of Profit
and Loss.
6. Management Discussion And Analysis:
A separate section on Management Discussion and Analysis Report
("MD&A") is included in the Annual Report as required under Regulation
34(2)(e) of the Listing Regulations.
7. Corporate Governance:
A report on Corporate Governance as stipulated in the Listing
Regulations, together with Certificate from the Auditors of the Company confirming
compliance of conditions of Corporate Governance as stipulated under the aforesaid
regulations, forms part of the Annual Report.
8. Directors:
In terms with the requirements of the Listing Regulations, the Board
has identified core skills, expertise and competencies of the Directors in the context of
the Company's businesses, which are detailed in the Report on Corporate Governance.
All the Directors have affirmed that they have complied with the
Company's Code of Conduct & Ethics.
Further, in terms with Section 150 of the Companies Act, 2013
("Act") read with Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have
registered themselves with the databank maintained by the Indian Institute of Corporate
Affairs. The Independent Directors who were required to clear the online proficiency
self-assessment test have passed the test.
Directors appointment / re-appointment.
Shri. Ashok M. Jalan (DIN: 00456869), Director, retires by rotation and
being eligible, offers himself for re-appointment. Your Directors commend his
re-appointment.
Brief resume of Director being re-appointed as required by the SEBI
(LODR) Regulations, 2015 and Secretarial Standard on General Meetings are provided in the
Annexure to the Notice convening the AGM of the Company.
Declaration from Independent Directors.
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.
Company's Policy on appointment and remuneration of Directors.
Appointment of Independent Directors.
All Independent Directors of the Company are appointed for a term of 5
years. Accordingly, the Independent Directors were appointed for 2nd term of
5(five) consecutive years, i.e. Smt. Mangala R. Prabhu was appointed from March 25, 2024
and holds office upto March 24, 2029 and Shri. Sachindra N. Chaturvedi, Shri. Deepak R.
Shah, Shri. Ashok N. Desai, and Shri. Chetan S. Thakkar, Independent Directors, were
appointed from August 1, 2024 and they hold office upto July 31, 2029.
Criteria for appointment of Independent Directors.
The Independent Directors shall be of high integrity with relevant
experience and expertise in the fields of manufacturing, research and development,
innovations, marketing, finance, taxation, law, governance and general management, so as
to have a diverse Board.
Criteria for appointment of Managing Directors/ Whole Time Directors.
The Nomination and Remuneration Committee shall identify persons of
integrity who possess relevant experience and expertise particularly in the Textile
Industry, leadership qualities required for the position and shall take into consideration
recommendation, if any, received from any member of the Board.
Remuneration Policy.
The Company follows a policy on remuneration for Directors and Senior
Management Employees, details of the same are given in the Corporate Governance Report.
Performance Evaluation.
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations, the Nomination and Remuneration Committee has laid down the criteria for
evaluation of the performance of Individual Director, the Board as a whole and also the
Secretarial Department. Evaluation of performance is undertaken annually.
The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors at a separately convened meeting
held on March 1, 2025 at which the performance of the Board as a whole was also evaluated
and the performance of the Secretarial Department was also reviewed. The Company has
implemented a system of evaluation on the basis of a structured questionnaire which
comprises evaluation criteria taking into consideration various performance related
aspects. The performance evaluation of the Independent Directors was carried out by the
entire Board (excluding the Director being evaluated).
The Directors expressed their satisfaction with the evaluation process.
9. Number Of Board Meeting:
The Board of Directors met 4(four) times during the year, the details
of which are provided in the Corporate Governance Report.
10. Committees Of The Board:
The Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Finance Committee
6. Share Transfer Committee
7. Risk Management Committee
8. Allotment Committee
9. Buyback Committee
10. Committee of Independent Directors
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
11. Directors' Responsibility Statement:
As stipulated under Section 134(3)(c) of the Companies Act, 2013, your
Directors confirm as under:-
i) that in the preparation of the accounts for the financial year ended
March 31, 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departure, if any;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2025 and of the profit of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv) that the Directors have prepared the accounts for the financial
year on going concern basis.
v) the Directors have laid down internal financial controls, which are
adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
12. Internal Financial Control System:
Your Company has in place an adequate internal financial control
system, commensurate with the size and complexity of its operations. Necessary checks and
controls are in place to ensure that all assets are safeguarded, to detect and prevent
errors and frauds and that the transactions are properly verified, adequately authorised,
correctly recorded and properly reported. The Statutory Auditors/ Internal Auditors of the
Company conduct Audit of various departments to ensure that internal controls are in place
and submit Reports to the Audit Committee. The Audit Committee regularly reviews these
Reports and the Company when needed takes corrective actions.
The Statutory Auditors also audit the effectiveness of the Company's
internal financial control system. No major inefficiencies were reported
13. Human Resources/ Industrial Relations:
Your Company treats its Human Resources as its important asset and
believes in its contribution to the all-round growth of your Company. Your Company takes
steps, from time to time, to upgrade and enhance the quality of this asset and strives to
maintain it in agile and responsive form. Your Company is an equal opportunity employer
and practices fair employment policies. Your Company is confident that its Human Capital
will effectively contribute to the long term value enhancement of the organisation.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints
Committee to ensure implementation and compliance with the provisions of the Act and the
Rules.
Industrial relations with staff and workmen during the year under
review continued to be cordial.
14. Key Financial Ratios:

  

    
Ratios
    
FY 2024-25
    
FY 2023-24
    
Change
  
  

    
Debtors Turnover
    
4.47
    
4.66
    
(4.08)%
  
  

    
Inventory Turnover
    
2.38
    
2.24
    
6.25%
  
  

    
Interest Coverage Ratio
    
13.04
    
14.00
    
(6.86)%
  
  

    
Current Ratio
    
2.64
    
2.72
    
(2.94)%
  
  

    
Debt Equity Ratio
    
0.21
    
0.18
    
16.67%
  
  

    
Operating Profit Margin %
    
9.08
    
10.45
    
(13.11)%
  
  

    
Net Profit Margin %
    
8.95
    
8.85
    
1.13%
  
  

    
Return on Net Worth %
    
15.42
    
16.19
    
(4.76)%
  

Note: (1) Above ratios are based on Standalone Financials of the
Company.
15. Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section
92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules,
2014 may be accessed on the Company's website at the link https://siyaram-
images.s3.ap-south-1.amazonaws.com/images/investor- relationship-doc/47th-agm-documents/2024-2025/Draft-
MGT-7-2024-2025.pd.
16. Fixed Deposits:
During the year under review, your Company has not accepted any fixed
deposits and there were no unclaimed deposits or interest thereon as on March 31, 2025.
17. Particulars Of Loans, Guarantees And Investments:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013, are provided in the notes to the
Standalone Financial Statements.
18. Subsidiary Companies:
Cadini S.R.L.
The Company has a wholly owned foreign subsidiary, namely Cadini
S.R.L., Italy. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of
the Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of the subsidiary is given in Form AOC-I and forms part of the Annual
Report.
Considering the criteria mentioned in Regulation 16 of the Listing
Regulations, the subsidiary of the Company is not a Material Subsidiary.
The Board of Directors of the Company has approved a Policy for
determining material subsidiaries which is in line with the requirements of Listing
Regulations. The Policy has been uploaded on the website of the Company and the same can
be accessed at https://siyaram-images.s3.ap-
south-1.amazonaws.com/images/investor-relationship-doc/
policy/2023-2024/SSML-Policy-for-determining-material- subsidiaries.pdf.
19. Consolidated Financial Statements:
The Consolidated Financial Statements of the Company are prepared in
accordance with the relevant Indian Accounting Standard issued by the Institute of
Chartered Accountants of India and forms part of the Annual Report.
20. Vigil Mechanism / Whistle Blower Policy:
The Company has framed a Whistle Blower Policy to deal with instances
of fraud and mismanagement, if any. The details of the Policy are given in the Corporate
Governance Report and the Policy is posted on the Company's website at the link
https://siyaram-images.s3.ap-south-1.amazonaws.
com/images/investor-relationship-doc/policy/2023-2024/ whistle-blower-policy.pdf.
21. Related Party Transactions:
All related party transactions that were entered into during the
financial year were in the ordinary course of business and were on an arm's length basis.
There are no materially significant related party transactions entered into by the Company
with Promoters, Directors, Key Managerial Personnel or other related parties which may
have a potential conflict with the interest of the Company at large. During the year, the
Company has not entered into related party transactions which could be considered as
material in accordance with the Policy on Related Party Transactions of the Company.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC -2 is not applicable to your Company.
All related party transactions for the year are placed before the Audit
Committee as well as before the Board for approval. The transactions entered into with
related parties are reviewed on a quarterly basis by the Audit Committee.
The Policy on Related Party Transactions as approved by the Audit
Committee and Board is uploaded on the Company's website at the link
https://siyaram-images.s3.ap-south-1. amazonaws.com/images/investor-relationship-doc/
policy/2025-2026/Siyaram-Related-Party-Transactions- Policy-2025-2026.pdf
Members can refer to Note No.42 to the Standalone Financial Statements
which sets out related party transactions disclosures.
22. Risk Management:
In line with the regulatory requirements, the Company has framed a Risk
Management Policy to identify and assess the key business risk areas and to put in place a
mechanism for mitigation of risk. A detailed exercise is being carried out at regular
intervals to identify, evaluate, manage and monitor all business risks. The Risk
Management Committee as well as the Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly defined framework.
23. Significant And Material Orders Passed By The Regulators Or Courts:
There are no significant and material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
24. Material Changes And Commitments Affecting Financial Position
Between The End Of The Financial Year And The Date Of This Report:
There have been no material changes or commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of this Report.
25. Conservation Of Energy, Technology Absorption And Foreign Exchange
Earnings And Outgo:
Information pursuant to Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure -I to this
Report.
26. Corporate Social Responsibility:
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure -II to this Report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the
Company's website at the link https://siyaram-images.s3.ap-south-1.amazonaws.
com/images/investor-relationship-doc/policy/2023-2024/ csr-policv.pd.
27. Auditors:
a. Statutory Auditors:
In the 44th AGM held on July 23, 2022, M/s. Jayantilal
Thakkar & Co., Chartered Accountants (FRN104133W), have been appointed as Statutory
Auditors of the Company for a period of 5(five) years from the conclusion of the 44th
AGM till the conclusion of the 49th AGM of the Company to be held in the year
2027.
Further, the Report of the Statutory Auditors, M/s. Jayantilal Thakkar
& Co., Chartered Accountants (FRN104133W), forms part of the Annual Report. The
observations made in the Auditors' Report are self-explanatory and therefore do not call
for any further comments.
b. Cost Auditors:
As per the provisions of Section 148 of the Companies Act, 2013, read
with the Companies (Audit and Auditors) Rules, 2014 framed thereunder, the Cost Audit of
the cost records of the Company for the FY 2024-25 was carried out by M/s. K.G Goyal &
Associates, Cost Accountants and the related Report will be filed on or before September
27, 2025. The Cost Audit Report for the FY 2023-24 was filed on September 6, 2024.
The Board of Directors have appointed M/s. K. G. Goyal &
Associates, Cost Accountants, as Cost Auditors to audit cost records of the Company for
the FY 2025-26. A resolution seeking members' approval for the remuneration payable to
them forms part of the Notice convening the AGM.
c. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. GMJ & Associates, Company Secretaries to undertake
Secretarial Audit for the financial year 202425. The Secretarial Audit Report is annexed
herewith as Annexure - III. There is no secretarial audit qualification for the year under
review.
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
The Board of Directors have appointed M/s. GMJ & Associates,
Company Secretaries as Secretarial Auditors of the Company to conduct Secretarial Audit
for a period of 5 (five) consecutive years from the conclusion of the 47th AGM
till the 52nd AGM i.e. FY 2025-26 to FY 2029-30. Resolution seeking members'
approval forms part of the Notice convening the AGM.
28. Particulars Of Employees:
The information required pursuant to Section 197(12) of the Companies
Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is attached as Annexure -IV In terms of the provisions of Section
197(12) of the Act read with subrule (2) and (3) of Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the norms and
other particulars of employees drawing remuneration in excess of the limits set out in the
said Rules are provided in the Report. However, having regard to the provisions of the
first proviso to Section 136(1) of the Companies Act, 2013 the details are excluded from
the Report sent to members. The required information is available for inspection at the
registered office/ corporate office and the same shall be furnished on request.
29. Change In The Nature Of Business, If Any.
There is no change in the nature of business of your Company during the
year under review.
30. Business Responsibility And Sustainability Report (BRsR):
The Business Responsibility and Sustainability Report as required by
Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 is annexed as Annexure - V and
forms part of this Report.
31. Appreciation:
Your Company is grateful for the continued co-operation and support
extended to it by the Government and SemiGovernment Authorities, Shareholders, Financial
Institutions, Banks, Customers and Vendors. Your Directors also express their warm
appreciation for the dedicated and sincere services rendered by the Employees of the
Company.
For and on behalf of the Board of Directors

  

    

    
RAMESH D. PODDAR
  
  

    
Place: Mumbai
    
Chairman and Managing Director
  
  

    
Date: May 12, 2025
    
DIN - 00090104