Scheme of Arrangement

22nd July, 2026 BSE Limited, National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Tower, Exchange Plaza, 5th Floor, Dalal Street, Plot No. C/1, G Block, Mumbai – 400 001. Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Scrip Code: 503811 Company Symbol: SIYSIL Dear Sir/Madam, Sub: Disclosure under Regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to approval of the Scheme of Arrangement between Siyaram Silk Mills Limited and its shareholders We are pleased to inform you that the Hon'ble National Company Law Tribunal, Mumbai Bench (“Tribunal”) vide its order dated 21st July, 2026 has sanctioned the Scheme of Arrangement between Siyaram Silk Mills Limited (“Company”) and its shareholders under Section 230 and other applicable provisions of the Companies Act, 2013 (“Scheme”) in relation to issue of Preference Shares by way of bonus. A copy of the order issued by the Hon’ble Tribunal sanctioning the Scheme is available on the website of the Tribunal and the Company, respectively. Upon receipt of the certified copy of the order passed by the Hon’ble Tribunal, the Company shall take further steps to give effect to the Scheme. This is for your information and records. Thanking you, Yours faithfully For Siyaram Silk Mills Limited Mahipal Thakur Company Secretary Corporate office: B - 5, Trade World, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400013 (India) Phone: 3040 0500/6833 0500 Email: sharedept@siyaram.com Internet: www.siyaram.com CIN: L17116MH1978PLC020451 Registered Office: H – 3/2, MIDC, A – Road, Tarapur, Boisar, Palghar – 401 506 (Mah.) IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV C.P.(CAA)/13/MB/2026 c/w C.A.(CAA)/203/MB/2025 In the matter of Sections 230 of the Companies Act, 2013 In the matter of Scheme of Arrangement between Siyaram Silk Mills Limited …. Petitioner Company [CIN: L17116MH1978PLC020451] [its Shareholders] Pronounced: 21.07.2026 CORAM: SHRI ANIL RAJ CHELLAN SHRI K. R. SAJI KUMAR HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL) Appearances : Hybrid For the Applicant : Sr. Adv. Gaurav Joshi a/w Adv. Anindya Basarkod, Adv. Aman Yagnik, Adv. Jamsheed Dadachanji, Adv. Hiren Kukreja, Adv. Ishrita Bagchi and Adv. Aditi Rathi i/b Khaitan & Co. For the Regional Director : Mr. Gaurav Jaiswal, Company Prosecutor, WR, MCA. O R D E R 1. The sanction of this Tribunal is sought under Section 230 of the Companies Act, 2013, to the Scheme of Arrangement between Siyaram Silk Mills Limited (Applicant Company) and its Shareholders (Scheme). 2. Heard the Ld. Sr. Counsel for the Applicant Company and the Company Prosecutor for the Regional Director (WR), Ministry of Corporate Affairs, Mumbai. Neither has any objector come before this Tribunal to oppose the Scheme nor has any party controverted any averments made in the Application. IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV C.P.(CAA)/13/MB/2026 c/w C.A.(CAA)/203/MB/2025 3. The Applicant stated that the Scheme provides for the issuance of Preference Shares by way of bonus to the Shareholders of the Applicant Company by utilising the general reserves of the Company and also provides for various other consequential matters or otherwise integrally connected herewith. The copy of the Annual Report, which includes audited financial statements of the Applicant Company for the financial year ended as on 31.03.2025 is part of the Application. 4. The Applicant further stated that the equity shares of the Applicant Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Applicant Company has received observation letters dated 11.07.2025 and 07.07.2025 from BSE and NSE, respectively, in terms of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20.06.2023 (SEBI Master Circular). The aforesaid observation letters, including comments from the Securities and Exchange Board of India, are part of the Application. 5. The Ld. Sr. Counsel for the Applicant Company submitted that the proposed Scheme of Arrangement was approved unanimously by the Board of Directors of the Applicant Company vide board resolution dated 26.10.2024. A copy of the resolution is part of the Application. 6. The Ld. Sr. Counsel submitted that the Company Petition has been filed in consonance with the order dated 04.11.2025, passed by this Tribunal in the connected Company Scheme Application bearing No. C.A.(CAA)/203/MB/2025. 7. The Ld. Sr. Counsel submitted that the meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Company were ordered vide order dated 04.11.2025 in C.A.(CAA)/203/MB/2025 of this Tribunal. In compliance with the order, meetings of equity shareholders and unsecured creditors of the Applicant Company were held on 29.12.2025, and the Chairperson appointed for the meetings has filed the report wherein it is stated that the requisite quorum was present at the said meetings convened and the Scheme was approved with requisite majority by the Page 2 of 18 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV C.P.(CAA)/13/MB/2026 c/w C.A.(CAA)/203/MB/2025 equity shareholders and the unsecured creditors of the Applicant Company. The meeting of the Secured Creditors was dispensed with vide the aforesaid order. 8. The Ld. Sr. Counsel submitted that the Applicant Company has complied with all requirements as per the directions of this Tribunal vide the aforesaid order, and they have filed necessary Affidavits of compliance with this Tribunal. Moreover, the Applicant Company undertakes to comply with all statutory requirements, if any, as may be required under the Companies Act, 2013, and the Rules made thereunder. 9. Business of the Applicant The Applicant Company stated that it is engaged in the business of manufacturing, branding and marketing of fabrics, readymade garments and indigo dyed yarn. 10. Rationale The Applicant Company submitted that the rationale for the Scheme is as follows: (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 Page 3 of 18 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT -IV C.P.(CAA)/13/MB/2026 c/w C.A.(CAA)/203/MB/2025 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 interest of the shareholders of the Company and it is not detrimental to the interests of othe [Showing first 8,000 characters — download PDF for full document]