Siyaram Recycling Industries Ltd

Your Company's performance for the year ended on March 31, 2024, is summarized as under:

During the year under review, revenue from operations of the Company Rs. 41425.13 Lakhs and Profit After Tax for the year stood at Rs. 752.23 Lakhs.

The company is engaged in the business of (i) segregation of brass scrap (ii) manufacturing of brass ingots, billets and brass rods and (iii) manufacturing of brass based components (plumbing and sanitary parts). such as brass inserts, brass ceramic cartridges (brass spindles), brass valves, extension nipples etc. as per the customer's requirements. Following major events occurred during the year:

i) The Company has passed Special Resolution in General Meeting dated July 15, 2023 altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013 ii) The Company has passed Ordinary Resolution in General Meeting dated July 24, 2023 altered the Capital Clause of the Memorandum of Association by way of Increase of Authorised Share Capital of the Company to Rs. 20,00,00,000/- divided into 2,00,00,000 Equity shares of Rs. 10/- each

iii) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Name Clause of the Memorandum of Association and Articles of Association and changed its name from Siyaram Impex Private Limited to Siyaram Recycling Industries Private Limited

iv) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Object Clause of the Memorandum of Association.

i) The Company has passed Special Resolution in General Meeting dated August 5, 2023 and converted from Private Limited to Public Limited i.e. Siyaram Recycling Industries Private Limited to Siyaram Recycling Industries Limited and thereby altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013 and obtain the status of Unlisted Public Company Limited by Shares w.e.f. August 24, 2023.

v) The Company has passed Special Resolution in General Meeting dated August 25, 2023 and obtained approval from Shareholders that the Board of Directors of the Company authorized to Issue and Allotment of Equity Shares via Initial Public Offer and to enlist the Equity share capital of the Company on the SME platform of BSE Limited (“BSE SME”).

vi) The Company has filed Red Hearing Prospectus dated December 07, 2023 and Prospects dated December 19, 2023 with SME platform of BSE Limited. The Web link of the prospectus has been available on the website https://www.siyaramindustries.co.in of the Company.

ii) The Company had completed its Initial Public Offer (IPO) and alloted fresh issue of 49,92,000 equity shares of face value of Rs. 10 each.

vii) The approval from BSE Limited for Listing of equity shares on SME Platform has been obtained on December 20, 2023 and the Company has successfully listed equity shares on SME Platform on December 21, 2023.

Beside above, there has been no change in the business of the Company during the financial year ended March 31, 2024.

Your Directors are pleased to inform you that, the Company has completed its Initial Public Offer (“IPO”) of 49,92,000 equity shares of face value of 10 each at an issue price of Rs. 46 aggregating to Rs. 22,96,32,000/-.

The Offer was made pursuant to Regulation 6(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The equity shares of the Company were listed on BSE Limited on December 21, 2023.

The Company has completely utilized its proceeds of Initial Public Offer as per the Object of the issue as mentioned in Prospectus.

During the year under considered no companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies. Further the Company is a Subsidiary of M/s Dwarkadhish Venture Private Limited (formerly known as Siyaram Metals Private Limited).

For the financial year ended March 31, 2024, the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on March 31, 2024.

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

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

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

10) Change in the nature of business, if any:

There are no changes in the nature of business of the Company during the year under Report except:

iii) The Company has passed Special Resolution in General Meeting dated July 15, 2023 altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013

iv) The Company has passed Ordinary Resolution in General Meeting dated July 24, 2023 altered the Capital Clause of the Memorandum of Association by way of Increase of Authorised Share Capital of the Company to Rs. 20,00,00,000/- divided into 2,00,00,000 Equity shares of Rs. 10/- each

v) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Name Clause of the Memorandum of Association and Articles of Association and changed its name from Siyaram Impex Private Limited to Siyaram Recycling Industries Private Limited vi) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Object Clause of the Memorandum of Association.

vii) The Company has passed Special Resolution in General Meeting dated August 5, 2023 and converted from Private Limited to Public Limited i.e. Siyaram Recycling Industries Private Limited to Siyaram Recycling Industries Limited and thereby altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013 and obtain the status of Unlisted Public Company Limited by Shares w.e.f. August 24, 2023.

viii)The Company has passed Special Resolution in General Meeting dated August 25, 2023 and obtained approval from Shareholders that the Board of Directors of the Company authorized to Issue and Allotment of Equity Shares via Initial Public Offer and to enlist the Equity share capital of the Company on the SME platform of BSE Limited (“BSE SME”).

ix) The Company has filed Red Hearing Prospectus dated December 07, 2023 and Prospects dated December 19, 2023 with SME platform of BSE Limited. The Web link of the prospectus has been available on the website https://www.siyaramindustries.co.in of the Company.

x) The Company had completed its Initial Public Offer (IPO) and alloted fresh issue of 49,92,000 equity shares of face value of Rs. 10 each.

xi) The approval from BSE Limited for Listing of equity shares on SME Platform has been obtained on December 20, 2023 and the Company has successfully listed equity shares on SME Platform on December 21, 2023.

Beside above, there has been no change in the business of the Company during the financial year ended March 31, 2024.

11) Material changes and commitments affecting the financial position of the company

i) The Company has passed Special Resolution in General Meeting dated July 15, 2023 altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013

ii) The Company has passed Ordinary Resolution in General Meeting dated July 24, 2023 altered the Capital Clause of the Memorandum of Association by way of Increase of Authorised Share Capital of the Company to Rs. 20,00,00,000/- divided into 2,00,00,000 Equity shares of Rs. 10/- each

iii) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Name Clause of the Memorandum of Association and Articles of Association and changed its name from Siyaram Impex Private Limited to Siyaram Recycling Industries Private Limited iv) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Object Clause of the Memorandum of Association.

xii) The Company has passed Special Resolution in General Meeting dated August 5, 2023 and converted from Private Limited to Public Limited i.e. Siyaram Recycling Industries Private Limited to Siyaram Recycling Industries Limited and thereby altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013 and obtain the status of Unlisted Public Company Limited by Shares w.e.f. August 24, 2023.

v) The Company has passed Special Resolution in General Meeting dated August 25, 2023 and obtained approval from Shareholders that the Board of Directors of the Company authorized to Issue and Allotment of Equity Shares via Initial Public Offer and to enlist the Equity share capital of the Company on the SME platform of BSE Limited (“BSE SME”).

vi) The Company has filed Red Hearing Prospectus dated December 07, 2023 and Prospects dated December 19, 2023 with SME platform of BSE Limited. The Web link of the prospectus has been available on the website https://www.siyaramindustries.co.in of the Company.

vii) The approval from BSE Limited for Listing of equity shares on SME Platform has been obtained on December 20, 2023 and the Company has successfully listed equity shares on SME Platform on December 21, 2023.

Besides above there have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

12) Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year:

i) Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087), Director liable to retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment as per the provisions of the section 148 & 152 Companies Act, 2013. The resolutions seeking shareholders' approval for their re-appointments forms part of the Notice.

ii) Resignation of Ms. Megha Dilipkumar Madani as a Company Secretary w.e.f. May 31, 2023

iii) Appointment of Mr. Jaimish Govindbhai Patel (DIN: 09647742) and Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179) as an Independent Director w.e.f. August 5, 2023

iv) Re-designation of Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087) as a Managing Director and Mr. Ramgopal Ochhavlal Maheshwari( DIN: 00553232) as a Whole-time director w.e.f. August 24, 2023.

v) Appointment of Ms. Kiran Parmanand Goklani as a Company Secretary and Mrs. Megha Bhavesh Maheshwari as a Chief Financial Officer w.e.f. August 24, 2023.

13) Number of meetings of the Board of Directors and Committee there of

Further, the board of directors of the Company have constituted four committee namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility (CSR) Committee. The details of composition, meetings and attendance as under:

I) AUDIT COMMITTEE

II) NOMINATION AND REMUNERATION COMMITTEE

III) STAKEHOLDERS RELATIONSHIP COMMITTEE

IV) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

14) Constitution of Audit Committee:

Our Company has Constituted Audit Committee as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.

15) Constitution of Nomination and Remuneration Committee:

Our Company has Constituted Nomination and Remuneration Committee as per applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI Listing Regulations.

16) Constitution of Stakeholders Relationship Committee:

Our Company has Constituted Stakeholders Relationship Committee as per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations.

17) Directors' Responsibility Statement:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors based on the information and representations received from the operating management confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) The directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors have prepared the annual accounts on a going concern basis; and e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

18) Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo: Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013,

read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as “Annexure -I” to the Board's report.

19) Particulars of employees:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate “Annexure II” forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

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

20) Extract of the annual return:

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company https://www.siyaramindustries.co.in.

21) Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.

Since all the related party transactions were entered by the Company in ordinary course of business and were in arm's length basis, FORM AOC- 2 is not applicable to the Company.

22) Statutory Auditor and Auditors' Report:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Kamlesh Rathod & Associates, Chartered Accountants (FRN: 117930W), Jamnagar, Statutory Auditors of the Company have been appointed for a term of 5 year the Annual General Meeting held in 2022 till the conclusion of the Annual General Meeting to be held in the year 2027.

The Company has received confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the company. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' report is enclosed with the financial statements in this Annual Report.

23) Secretarial Audit and Auditors Report

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Further A certificate has been issued by Murtuza Mandorwala & Associates., Company Secretaries in practice, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed as “Annexure IV” to this Report.

24) Internal Auditor:

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, CA Prafulla Rani Chode (Proprietor of M/s. Prafulla and Associates), Chartered Accountant, Jamnagar (Firm Regn. No.128094W), have been appointed as an Internal Auditors of the Company for Financial Year 2023-24.

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

25) Cost Auditor

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company has appointed M/s Kalpit Shah & Associates having Permanent Account Number: BLMPS5814E and registration number of the firm : 003836, Ahmedabad cost auditor to audit the cost records of the company for the financial year 2024-25.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be approved by the Members of the Company. The resolutions seeking approval of the remuneration of the Cost Auditor for the financial year 2024-25 forms part of the Notice.

26) Particulars of loans, guarantees or investments under section 186:

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required.

27) Deposits from Public:

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review.

28) Corporate Social Responsibility (CSR):

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in “Annexure-V” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company through its CSR initiative towards supporting projects in the areas of education, healthcare, rural development, women empowerment and various other social matters continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.

29) Share Capital: I. Authorized Capital:

During the year under review, the Company has increased its Authorized Share Capital to Rs. 20,00,00,000/- (Rupees Twenty Crore only) comprising of 2,00,00,000 (Two Crore) equity shares of Rs. 10/- each.

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

During the year under review, the issued, subscribed and paid-up share capital of the Company has been increased from Rs. 13,80,55,000/- (Rupees Thirteen Crore Eight Lakhs Fifty Five Thousands only) comprising of 1,38,05,500 (One Crore Thirty Eight Lakhs Five Thousands Five Hundred) equity shares of Rs. 10/- each to Rs. 18,79,75,000/- (Rupees Eighteen Crore Seventy Nine Lakhs Seventy Five Thousands only) comprising of 1,87,97,500 (One Crore Eighty Seven Lakhs Ninety Seven Thousands Five Hundred) equity shares of Rs. 10/- each and the changes accrued due to the Initial Public Offer (IPO).

30) Business Risk Management:

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

31) Management Discussion & Analysis Report:

Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as “Annexure VI”

32) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”. The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

33) Reporting of frauds by auditors:

During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

34) Vigil Mechanism/Whistle Blower Policy:

The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of Company's Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.

35) Code of Conduct

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website at https://www.siyaramindustries.co.in The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

36) Appointment of RTA:

M/s Cameo Corporate Services Limited is a Registrar and Share Transfer Agent of the company in order to Compliance with the provision of Companies Act, 2013. All the equity shareholders of the Company have Demat their Equity Shares as on March 31, 2024 and none of shareholders holding shares in physical form.

37) Internal Financial Controls and its adequacy:

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of

Chartered Accountants of India (‘ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

38) Declaration by independent directors:

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

39) Industrial Relations:

The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.

40) Listing with Stock Exchange

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2023-24 to the BSE Limited where the shares of the Company are listed.

41) Prevention of Insider Trading

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

42) Transfer to Investor Education & Protection Fund

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as “the Act”) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the “IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority, but there is no such unpaid dividend of last seven years, so this clause is not applicable to the company.

43) Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees from time to time.

44) Policy Relating to Directors Appointment and Remuneration:

The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in company's web site https://www.siyaramindustries.co.in/company_policies.html.

45) Director Remuneration:

During the year the Company has paid remuneration to its directors as more particularly described in notes to accounts of Audited Financial Statement & No Sitting fees have been paid to the directors.

46) Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016:

The company has not made any application during the financial year 2023-24.

47) Compliances of Applicable Secretarial Standards:

The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

48) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable

49) Acknowledgement and appreciation: