Shree Rama Multi-Tech Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 31^st Annual Report together with Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Companys financial performance, for the year ended March 31, 2025 is summarized below:

	2024-25	2023-24
	(Current year)	(Previous Year)
Revenue from Operations	20783.87	17769.88
Other Income	66.91	139.99
Total Income	20850.78	17909.87
Profit Before Depreciation, Amortization, Finance Costs	3197.74	1654.06
and Tax
Depreciation and amortization expense	877.28	575.39
Finance Costs	136.66	82.18
Profit before tax	2183.80	996.49
Tax Expenses:
(i) Current Tax	0.00	0.00
(ii) Deferred tax	(2950.77)	0.00
Profit for the year	5134.57	996.49

OPERATIONAL REVIEW

Your Companys total revenue from operations during the year under review was 207.84 Crore as compared to 177.70 Crore of previous year which shows an increase of 16.96% over the previous year figure. The other income was 0.67 Crore during the year under review. The EBIDTA of the Company during the year was 31.98 Crore. The profit for the Financial Year 2024-25 was 51.35 Crore after accounting of Deferred Tax, as compared to profit of 9.96 Crore of the previous year 2023-24. Your Company spent 25.44 Crores on CAPEX during this financial year for better and effective backward integration. Further the strong order booking for Export business also contributes for increase in profit margins of the Company.

BUSINESS PERFORMANCE

The India Packaging Market size was valued at USD 101.12 Billion in 2025, growing at an 10.73% CAGR and it is expected to reach USD 169.73 Billion by 2030. Packaging is among the high growth industries in India and becoming a preferred hub for packaging industry. Currently the 5^th largest sector of Indias economy, the industry has reported steady growth over past several years and shows high potential for much expansion, particularly in the export market. Costs of processing and packaging food can be up to 40% lower than parts of Europe which, combined with

Indias resources of skilled labour, make it an attractive venue for investment. A high degree of potential exists for almost all user segments which are expanding appreciably - processed foods, hard and soft drinks, fruit and marine products. The Indian packaging industry has made a mark with its exports that comprise flattened cans, printed sheets and components, crown cork, lug caps, plastic film laminates, craft paper, paper board and packaging machinery, while the imports include tinplate, coating and lining compounds and others. In India, the fastest growing packaging segments are laminates and flexible packaging, especially PET and woven sacks. Over the last few years Packaging Industry is an important sector driving technology and innovation growth in the country and adding value to the various manufacturing sectors including agriculture and FMCG segments. Your Company has improved its performance in terms of turnover during the F.Y 2024-25 and there by registering a growth of 16.96% over the previous year. The products manufactured by your company are Multilayer Tubes, Monolayer Tubs, Tube Laminates and Flexible Laminates.

Your companys major product is Laminated Tubes, which is used for packing products in paste or gel form. During the financial Year 2024-25, the company has achieved the domestic Sales of

159.44 Crore, there by registered overall increase of 11.26% as compared to 143.31 Crore during the corresponding year ended on March 31, 2024. Further, the overseas markets continue to hold substantial potential for your company. The Export sales registered a growth of 38.14% in the financial year 2024-25 to 46.54 Crore as compared to the previous financial year 33.69 Crore. Your Directors expect better performance of the Company during the current year.

Dividend

During the year under review, the Board of Directors has considered not to recommend any dividend on equity shares for the Financial Year 2024-25 with a view to conserve the resources for the future growth of the Company and considering the accumulated loss incurred in the earlier years. Consequently, no amount has been transferred to reserves for the year under review.

SHARE CAPITAL

The paid up equity share capital of the Company as at March 31, 2025 was 6,673.40 lakhs comprising 133468005 equity shares of the face value of 5 each, fully paid up. During the year under review, the Company has not issued any shares with differential voting rights as to dividend, voting or otherwise nor has granted any stock options or sweat equity. As on March 31, 2025, none of the Directors of the Company hold any instruments convertible into Equity shares of the Company.

HOLDING & SUBSIDIARY COMPANIES

As on March 31, 2025, Nirma Chemical Works Private Limited is the holding company. The Company has one wholly owned subsidiary (WOS), Shree Rama (Mauritius) Limited. The WOS became defunct since 2005 under the respective law. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act 2013.

Deposits

The Company does not have "Deposits" as contemplated under Chapter V of the Companies Act,

2013. Further, the Company has not invited or accepted any such deposits during the year and there is no outstanding balance as on March 31, 2025.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://srmtl.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys

Articles of Association, Shri Shailesh K. Desai, Director (DIN: 01783891) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting. During the year under review, Shri Vijay Ratilal Shah (DIN: 00376570) ceased as Non-Executive - Independent Director of the company with effect from February 27, 2025 due to his sad demise. The Board placed on its record appreciation for his contribution, expert advice and support given to the Board in taking the decisions for the businesses during his tenure. The Board of Directors of the Company based on the recommendation of Nomination & Remuneration Committee, appointed Shri Anuj J. Desai (DIN: 11044101) as an Additional Director, designated as an Independent director of the Company for a term of 5 (five) consecutive years, effective from April 30, 2025 to April 29, 2030 (both dates inclusive) subject to the approval of the members of the Company. Further, the Board on the recommendation of Nomination & Remuneration Committee, re-designated and appointed Shri Mittal K. Patel (DIN: 03619139) as Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years, effective from April 30, 2025 to April 29, 2030 (both dates inclusive) subject to the approval of the members of the Company. Your Company has received declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 & the Companies (Appointment and Qualification of Directors) Rules, 2014 and under Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an Independent Director during the year. None of the Non-Executive Directors of the Company had pecuniary relationship or transactions with the Company (except sitting fees for attending Board Meetings) during the year under review. Pursuant to Section 203 of the Companies Act, 2013, the whole-time Key Managerial Personnel of the Company as on March 31, 2025 are as under:

Sr. No.	Name	Designation
1	Shri Shailesh K. Desai	Managing Director
2	Shri Hemal R. Shah	Whole-Time Director
3	Shri Hemant Shah#	Chief Financial Officer

1. Mr. Sandip Mistry ceased as Company Secretary with effect from January 11, 2025

2. Mr. Mirtunjay S. Mishra Appointed as Company Secretary with effect from April 9, 2025

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year ended on March 31, 2025, the Board met Six times, the details of Board Meetings and attendance of Directors are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive meetings of Board was not more than one hundred and twenty days.

COMMITTEES OF BOARD

The Company has following Committees of the Board as on March 31, 2025 pursuant to applicable provisions of the Companies Act, 2013 and rules made there under as well as in compliance with SEBI (LODR) Regulations, 2015: (i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee (iv) Rights Issue Committee (Discontinued w.e.f September 25, 2024)

The details of composition, meetings and attendance of members of committees held during the year are given in the Corporate Governance Report that forms part of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and as per the corporate governance requirements as prescribed under SEBI (LODR) Regulations, 2015, the Board of Directors had carried out the performance evaluation of working of the Board Committees as well as evaluation of Independent Directors and assessment of their independence criteria and their independence from the management. The Board of Directors also reviewed the criteria for the purpose of evaluation of performance of Independent Directors of the Company as well as Committee of Board of Directors of the Company. In a separate meeting of independent directors, performance of non-independent directors was reviewed and evaluated. Additionally, evaluated the performance of Board as a whole and the performance of the Chairperson of the Company taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Nomination and Remuneration Committee of the Company had also carried out performance evaluation of every Directors performance. A structured questionnaire was prepared after taking into consideration the various aspects of evaluation. The Board of Directors expressed its satisfaction with the evaluation process.

DIRECTORSf RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them state that: a) in the preparation of the annual accounts for the year ended on March 31, 2025, the applicable accounting standards have been followed, along with proper explanation relating to material departures; b) the Directors had 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 for the year ended on March 31, 2025 and of the profit of the Company for that period. c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; and e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSANCTIONS

All transactions entered with related parties for the year under review were on arms length basis and in the ordinary course of business of the Company and there were no material contracts or arrangement or transactions entered into, in terms of Section 188 of the Companies Act, 2013 and accordingly, the disclosure of related party transactions as per Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not required to be provided. Further, the disclosures in compliance with Para A of Schedule V of Regulation 34(3) of SEBI (LODR) Regulations, 2015 is provided in the notes to the accounts. The related party transactions as required to be disclosed under Indian Accounting Standards (Ind-AS 24) are set out in the notes to the financial statements. The Audit Committee had given prior omnibus approval for the related party transactions which were of repetitive nature and/or entered in the ordinary course of business and on arms length basis and a statement giving details of all related party transactions were placed before the Audit Committee and the Board for review and noting on a quarterly basis. The policy on Related Party Transactions has been uploaded on the website of the Company viz. www.srmtl.com. None of the Directors has any pecuniary relationship or transactions vis-?-vis the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

During the year 2024-25, the Company has not given any loans or provided guarantee or security in connection with a loan to other body corporate or person or made investments as contemplated under the provisions of Section 186 of the Companies Act, 2013, hence the details are not provided.

POLICIES

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at viz. www.srmtl.com.

INTERNAL FINANCIAL CONTROL SYSTEM

The Companys internal control system is commensurate with its size, scale and complexities of its operations. Your Company has an effective internal control and risk-mitigation system which are constantly reviewed, assessed and strengthened with new/ revised standard operating procedures considering the existing system and future planning as envisaged. The internal audit is entrusted to M/s Ramesh C. Sharma & Co., Chartered Accountants and the scope of the internal audit are reviewed and revised as required to assess the risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee, Statutory Auditors and the business heads are quarterly apprised of the internal audit findings and the corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. The significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. In order to maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement showing particulars with respect to the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 as amended from time to time is annexed herewith as gAnnexure Ah as a part to this Report.

PARTICULARS OF EMPLOYEES

The Company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth. Training is imparted to employees at all levels and covers both technical and behavioral aspects. The details of Managerial Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as gAnnexure Bh as a part to this Report. There was no employee drawing an annual salary of 102 lakhs or more where employed for full year or monthly salary of 8.50 Lakhs or more where employed for part of the year and therefore, no information pursuant to the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has, on recommendation of the Nomination and Remuneration Committee, framed a Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the Rules made thereunder as well as SEBI (LODR) Regulations, 2015. The policy has been placed on the website of the Company viz. www.srmtl.com. The salient features of the said policy are stated in the Corporate Governance Report that forms part of this report.

AUDITORS & AUDITORSf REPORT STATUTORY AUDITOR

Pursuant to Section 139 of the Companies Act, 2013 and the applicable rules, M/s. Mahendra N. Shah & Co. (FRN: 105775W), Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of the Twenty-Eighth Annual General Meeting (AGM) until the conclusion of the Thirty-Third AGM. The Company has received a confirmation from the said firm that their appointment is within the prescribed limits under Section 141 of the Act and that they are not disqualified for such appointment. During the year under review, there were no instances of fraud reported by the auditors under Section 143(12) of the Companies Act, 2013 and its rules made thereunder.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Chirag Shah

& Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2024-25. Their report is annexed as Annexure C to this Report. Additionally, M/s. Chirag Shah & Associates also carried out the Annual Secretarial Compliance Audit pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 for the same period, and no observations were made therein.

COMMENTS ON AUDITORS REPORT

Both, Statutory Auditor and Secretarial Auditor have made similar observation in their Audit Report during the year under review. In response to that, the Board hereby comments as under:

1. Regarding Non consolidation of accounts of Shree Rama Mauritius Limited (WOS):

The Company had made an investment in Shree Rama (Mauritius) Limited in 2002 and became Wholly-Owned Subsidiary (WOS). In the year 2005-06, all resident directors & key managerial personnel of the said WOS had resigned and audited accounts for the year ended 30^th September 2003 and onwards could not be prepared and provided to the Company. The WOS became defunct since 2005 under the respective law and its present status is also shown as ‘defunct. Consequently, the Company is providing for diminution in the value of investments made in WOS.

In view of the above and non-availability of financial information of WOS since 2003 it was not possible to prepare consolidated financial statements as required by Ind AS 110 issued by ICAI and other provisions of the Companies Act, 2013.

COST AUDITOR

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained relating to the product group ‘Plastics and Polymers during the year under review. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s Maulin Shah & Associates, Cost Accountants, (Firm Registration Number 101527) as Cost Auditor to audit the cost records of the Company for the Financial Year 2025-26. As required under the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company falls under the criteria of Section 135 of the Companies Act, 2013 read with the rules made thereunder hence is required to constitute CSR Committee and comply the requirements thereunder as prescribed. As per the aforesaid section, the Company is required to spend 7,79,596 towards CSR activities as per CSR Policy during the FY 2024-25. Since the amount to be spent is less than 50 lakhs, the Company is not required to constitute CSR Committee and the functions of such committee shall be discharged by the Board of Directors of the Company. The CSR policy is available on the website of your Company at www.srmtl.com The relevant information required to be given under Section 135 of the Companies Act 2013 is attached in form of Annual Report on CSR activities as "Annexure D" to this report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2024-25 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on operations of the Company as required under Regulation 34(3) read with Para B of Schedule V of SEBI (LODR) Regulations, 2015, is provided in a separate section and forms an integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Regulation 34(3) read with Para B of Schedule V of SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of corporate governance is attached to this report on Corporate Governance.

INSURANCE

The assets of the Company are adequately insured to take care of any unforeseen circumstances.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

RISK MANAGEMENT

The risk is the part and partial of every business and the risk management is embedded in your Companys operating framework. Even though it is not possible to completely eliminate various risks associated with the business of the Company, the efforts are made to minimize the impact of such risks on the operations of the Company. The Company has established a well-defined process of risk management which includes identification, analysis and assessment of various risks, measurement of probable impact of such risks, formulation of the risk mitigation strategies and implementation of the same so as to minimize the impact of such risks on the operations of the Company. The Company has put in place various internal controls for different activities so as to minimize the impact of various risks. The Companys approach to addressing the business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board of Directors for its effectiveness and compliances. The discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Report.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has in place Vigil Mechanism and also adopted Whistle Blower Policy as part of it under SEBI LODR and SEBI (Prohibition of Insider Trading) Regulations, 2015 available on the Companys website, to provide a formal mechanism to the Directors and employees to report their genuine concerns or grievances about unethical behaviour, serious misconduct or wrongful activities and fraud and instances of leak of unpublished price sensitive information. The vigil mechanism provides adequate safeguards against victimization and multiple channels for reporting concerns including an option for escalations, if any, to the Chairperson of the Audit Committee of the Company. The Vigil Mechanism Policy has been hosted on the website of the Company i.e. www.srmtl.com.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct for the Directors and Senior

Management and the same has been placed on the Companys website. All the Board members and the senior management have affirmed compliance with the Code of conduct for the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), Secretarial Standard on Dividend (SS-3) Secretarial Standard on Report of the Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of India.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. During FY 2024-25, the Company has not received any complaint on sexual harassment of women at work place.

GENERAL DISCLOSURE

1) During the year under review, there was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

2) During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

OTHER DISCLOSURES

1) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

2) During the year under review, the Company has installed Multi-Layer Film Plant (‘MLFP) purchased from Germany installed at our plant at Moti-Bhoyan, Ta. Kalol and the Company has started its commercial production of MLFP with effect from June 18, 2024. With the commencement of production of MLFP, the making of Multi layers Films will enhance our quality and reduce our dependency on outside job work and simultaneously will also reduce the inventory as well as lead time for our Laminate customers.

3) During the year under review, the Company had installed new Tubing Machines of latest technology at our plant at Moti-Bhoyan, Ta. Kalol to manufacture different size and dimensions of Tubes and the Company has started its commercial production of different size and dimensions of Tubes with effect from, April 1, 2025 with the new Tubing Machine. With the commencement of production of tubes with new Tubing Machine, it will enhance capacity in Lamitube by roughly around 18-20% and contribute towards increase in Topline as well as Bottomline in the coming years.

APPRECIATION

Your Directors place on record their sincere appreciation for the continued co-operation and support extended to the Company by Government, Lenders and all stakeholders. Your Directors also thank the Consumers for their patronage to the Companys products. Your Directors also place on record sincere appreciation of the continued hard work put in by the employees at all levels.

	For, Shree Rama Multi-Tech Limited
	Mittal K. Patel
Place: Moti-Bhoyan	Chairman
Date: May 14, 2025	(DIN: 03619139)