Soma Papers & Industries Ltd Directors Report

We have pleasure in presenting the 34th Directors Report together with the audited Financial Statements for the year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars	Standalone
	2024-25	2023-24
Revenue from Operations	--	--
Other Income (Including Exceptional Items)	--	36.11
Total Expenses	19.44	71.97
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(19.44)	(35.86)
Less: Depreciation/ Amortisation/ Impairment	--	--
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(19.44)	(35.86)
Less: Finance Costs	--	--
Profit /loss before Exceptional items and Tax Expense	(19.44)	(35.86)
Add/(less): Exceptional items	--	--
Profit /loss before Tax Expense	(19.44)	(35.86)
Less: Tax Expense (Current & Deferred)	--	--
Profit / (Loss) for the year (1)	(19.44)	(35.86)
Other Comprehensive Income	--	--
Total Income	--	36.11
Balance of profit /loss for earlier years	(234.25)	(198.39)
Less: Transfer to Reserves	(19.44)	(35.86)
Less: Dividend paid on Equity Shares	--	--
Less: Dividend Distribution Tax	--	--
Balance carried forward	(253.69)	(234.25)
Earning per Equity Share Basic Diluted (in Rs.)	(1.39) (1.39)	(2.56) (2.56)

2. REVIEW OF OPERATIONALREVIEW:

During the Year under the review, the Company has incurred loss of Rs. (19.44) Lakhs when compared to the loss of Rs. (35.86) incurred in the previous financial year ending 31.03.2024.

3. DIVIDEND:

In order to conserve cash for the Companys operations, the Directors do not recommend any dividend for the year under review.

4. BUSINESS UPDATE AND STATE OF COMPANYS AFFAIRS:

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

5. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

The closing balance of reserves, including retained earnings, of the Company as at March, 31st 2025 is Rs. (136.35) Lakhs.

6. CHANGES IN NATURE OF BUSINESS:

During the period under review and the date of Boards Report there was no change in the nature of Business.

7. OPEN OFFER AND OTHERS:

Mr. Narasimharao Anumala, Mr. Anumala Ramesh Choudary and Ms. Anupama Anumala had entered into a Share Purchase Agreement dated March 13th 2024 with the erstwhile promoters of the Company viz, Mr. Vikram Somani, Mr. Bharat Krishnakumar Somani, Somani Vikram HUF, Mrs. Asha Somani, Mrs. Saraswati Somani, SRS Trading & Agencies Pvt Ltd, Oricon Enterprises Ltd, for acquisition of 6,94,130 (Six Lakhs Ninety-Four Thousand One Hundred and Thirty) Equity Shares, representing 49.50% (Forty Nine point Five Percent) of the Voting Equity Share Capital of the Target Company at a negotiated price of Rs.5.00/— (Five Rupees) per Share, aggregating to an amount of Rs. 34,70,650/- (Rupees Thirty-Four Lakhs Seventy Thousand Six Hundred and Fifty Only).

The said acquisition by Mr. Narasimharao Anumala, Mr. Anumala Ramesh Choudary and Ms. Anupama Anumala (Acquirers) had triggered the Open Offer in terms of SEBI (SAST) Regulations, 2011 and accordingly all the due procedure for the Open Offer was duly followed by the acquirers and completed successfully and the control and ownership of the Company got vested in the hands of the acquirers.

The Board of Directors, at its meeting held on 07th August 2025 and members at their Extra-Ordinary General Meeting held on 04.09.2025 have approved the following:

1. Acquisition of 100% Equity Share Capital of KS Smart Solutions Private Limited ("Selling Company");
2. Issuance of up to 4,87,37,920 (Four Crore Eighty-Seven Lakhs Thirty-Seven Thousand Nine Hundred and Twenty) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of ?10/- (Rupees Ten only) per equity share, on a preferential basis, for consideration other than cash (i.e., by way of share swap) to the shareholders of the Selling Company;
3. Issuance of up to 1,66,67,690 (One Crore Sixty-Six Lakhs Sixty-Seven Thousand Six Hundred and Ninety) Equity Shares of Rs.10/- (Rupees Ten only) each at an issue price of Rs. 10/- (Rupees Ten only) per equity share, on a preferential basis, for consideration in cash to persons forming part of the Non-Promoter Public Category;
4. Issuance of up to 4,86,67,850 (Four Crore Eighty-Six Lakhs Sixty-Seven Thousand Eight Hundred and Fifty) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs.20/- (Rupees Twenty only) per equity share, on a preferential basis, for consideration in cash to persons forming part of the Non- Promoter Public Category;
5. Issuance of up to 3,45,94,390 (Three Crore Forty-Five Lakhs Ninety-Four Thousand Three Hundred and Ninety) Convertible Warrants of Rs.10/- (Rupees Ten only) each at an issue price of Rs.10/- (Rupees Ten only) per warrant, on a preferential basis, for consideration in cash to persons forming part of the Non- Promoter Public Category;
6. Issuance of up to 1,40,00,000 (One Crore Forty Lakhs) Convertible Warrants of Rs.10/- (Rupees Ten only) each at an issue price of Rs.20/- (Rupees Twenty only) per warrant, on a preferential basis, for consideration in cash to persons forming part of the Non-Promoter Public Category.

Further, the proposed allottees, Mr. Shankar Varadharajan (Acquirer-1) and Mr. Anancha Perumal Selvi Keshav (Acquirer-2) (hereinafter collectively referred to as the "Acquirers"), along with Mr. Rohan Ramaswamy (PAC-1), Mr. Subramanyam Venkatesh (PAC-2), and Mr. Seethapathi Vignesh (PAC-3) (PAC- 1, PAC-2, and PAC-3 hereinafter collectively referred to as the "Persons Acting in Concert" / "PACs"), have triggered the open offer process pursuant to Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011 via a Public Announcement dated 07th August 2025.

Upon completion of the open offer process, the Acquirers, together with the PACs, shall be classified as Promoters of the Company, and the existing Promoter and Promoter Group shall be reclassified as Public Shareholders.

8. SHARE CAPITAL OF THECOMPANY:

The Authorised share capital of the Company as on 31.03.2025 is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.

Members in their EGM held on 04.09.2025 have increased the authorized share capital from Rs. 5,00,00,000 (Rupees Five Crore) divided into 50,00,000 (Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 1,65,00,00,000/- (Rupees One Hundred & Sixty-Five Crore) divided into 16,50,00,000 (Sixteen Crore Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each

The Paid-up share capital of the Company as on 31.03.2025 is Rs. 1,40,21,500/- divided into 14,02,150 equity shares of Rs.10/- each.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March, 2025 can be accessed on the Companys website at https://www.somapapers.in/.

10. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company has no subsidiary Companies/Joint Venture or Associate Company as on 31st March 2025.

11. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2025 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

12. DETAILS OFDEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2025, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans given, guarantees/ securities provided by the Company under Section 186 of the Companies Act, 2013 during the year under review. The details of Investments made by the company have been disclosed in the Notes to Accounts of the financial statements.

14. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company for the financial year ended 31st March, 2025.

15. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There were no material Orders passed by Courts/Regulations and Tribunals impacting the going concern status of the company and its future operations.

The Company filed an application in Form INC-23 with the Ministry of Corporate Affairs for shifting of its registered office from the State of Maharashtra to the State of Telangana. The Regional Director, Western Region, Mumbai, vide Order No. Sec 13(4)/ROC Mumbai/AB2842391/RD Mumbai/2025 dated 28th May, 2025, approved the said application for change of registered office.Pursuant to the aforesaid approval, the registered office of the Company has been shifted w.e.f., 19.06.2025 from:Unit No. 8A, 1st Floor, Plot No. 212, Mohatta Bhuvan, Laxminarsingh Papan Marg, Off Dr. E. Moses Road, Gandhi Nagar, Worli, Mumbai – 400018, Maharashtrato: S. No. 18, 3rd Floor, B Block, Win Win Hub, JNTU, Hitech City Main Road, Madhapur, Khanamet, Rangareddy – 500081, Telangana, India

16. APPOINTMENT/ RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:
1. During the year the following directors were resigned:

Resignation of Mr. Dharmesh Shantilal Shah as an Independent Director w.e.f., 13.08.2024 Resignation of Mr. Bharat Somani as Managing Director w.e.f., 13.08.2024

Resignation of Mr. Vikram Krishnakumar Somani as Whole-time Director w.e.f., 13.08.2024 Resignation of Mr. Prabhakar Reddy Palakolanu as Independent Director w.e.f., 14.08.2025

2. During the year the following directors were appointed:

Appointment of Ms. Kuntala Rani Roy as an Independent Director w.e.f. 13.08.2024 Appointment of Mrs. Mounika Pammi as an Independent Director w.e.f., 14.08.2025

The Board places on record its sincere appreciation for the services rendered by the resigning directors.

17. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;
3. That the Directors have taken proper and sufficient care 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;
4. That the Directors have prepared the annual accounts on a going concern basis:
5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given following Forms for evaluation:

1. Evaluation of Board;
2. Evaluation of Committees of the Board;
3. Evaluation of Independent Directors;
4. Evaluation of Chairperson; and
5. Evaluation of Whole-time Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;
2. Meets expectations; and
3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the Directors, the report on Evaluation was submitted to the Board. And based on the report, the Board of Directors has informed that the performance of Directors is satisfactory.

20. MEETINGS OF BOARD OF DIRECTORS OF THECOMPANY:

The Board of Directors duly met Five (05) times during the financial year from 1st April 2024 to 31st March 2025. The dates on which the meetings were held are 27.05.2024, 13.08.2024, 14.11.2024, 07.02.2025 and 13.03.2025 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

Name	Designation	No of Meetings held	No of Meetings attended
*Mr. Bharat Somani	Managing Director	2	2
*Mr. Vikram Krishnakumar Somani	Whole-Time Director	2	2
*Mr. Dharmesh Shantilal Shah	Independent Director	2	2
Mr. Shivashankar Reddy Gopavarapu	Independent Director	5	5
!Mr. Prabhakar Reddy Palakolanu	Independent Director	5	5
Ms. V. Priya Darshini Lakshmi	Whole-Time Director and CFO	5	5
^Ms. Kuntala Rani Roy	Independent Director	3	3
&Mrs. Mounika Pammi	Independent Director	NA	NA

*Resigned w.e.f., 13.08.2024

^Appointed w.e.f., 13.08.2024

!Resigned w.e.f., 14.08.2025

&Appointed w.e.f., 14.08.2025

21. COMMITTEES:

(I). Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.

1. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and, inter alia, includes:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

1. Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
2. Changes, if any, in accounting policies and practices and reasons for the same;
3. Major accounting entries involving estimates based on the exercise of judgment by management;
4. Significant adjustments made in the financial statements arising out of audit findings;
5. Compliance with listing and other legal requirements relating to financial statements;
6. Disclosure of any related party transactions;
7. Modified opinion(s) in the draft audit report;

1. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
2. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public issue or rights issue or preferential issue or qualified

institutions placement, and making appropriate recommendations to the board to take up steps in this matter;

3. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;
4. Approval or any subsequent modification of transactions of the listed entity with related parties;
5. Scrutiny of inter-corporate loans and investments;
6. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
7. Evaluation of internal financial controls and risk management systems;
8. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
10. Discussion with internal auditors of any significant findings and follow up there on;
11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
13. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
14. To review the functioning of the whistle blower mechanism;
15. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
16. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
17. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
18. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
19. Carrying out any other function as may be referred to the Committee by the Board.
20. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

1. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION:
1. Management discussion and analysis of financial condition and results of operations;
2. Management letters / letters of internal control weaknesses issued by the statutory auditors;
3. Internal audit reports relating to internal control weaknesses; and
4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
5. Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
• Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

1. COMPOSITION, MEETINGS & ATTENDANCE:

• During the financial year 2024-25, (5) five meetings of the Audit Committee were held on the 27.05.2024, 13.08.2024, 14.11.2024, 07.02.2025 and 13.03.2025

Name	Designation	Category	No. of Meetings held during the tenure	No. of meetings attended
^Mr. Prabhakar Reddy P	Chairperson	NED (I)	5	5
#Mr. Vikram Krishnakumar Somani	Member	ED	2	2
#Mr. Dharmesh Shantilal Shah	Member	NED (I)	2	2
##Ms. Kuntala Rani Roy	Member	NED (I)	3	3
Ms. V. Lakshmi Priya Darshini	Member	ED	5	5
&Mrs. Mounika Pammi	Chairperson	NED (I)	NA	NA

## appointed w.e.f 13.08.2024 # resigned w.e.f. 13.08.2024

^resigned w.e.f. 14.08.2025

&appointed w.e.f., 14.08.2025

20. NOMINATION AND REMUNERATION COMMITTEE ("NRC"):
1. BRIEF DESCRIPTION OF TERMS OF REFERENCE
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

1. use the services of an external agencies, if required;
2. consider candidates from a wide range of backgrounds, having due regard to diversity; and
3. consider the time commitments of the candidates.

1. Formulation of criteria for evaluation of performance of independent directors and the board of directors;
2. Devising a policy on diversity of board of directors;
3. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
4. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
5. Recommend to the board, all remuneration, in whatever form, payable to senior management.

1. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2024-25, (2) Two meetings of the Nomination and Remuneration Committee were held on the 13.08.2024 and 07.02.2025.

Name	Designation	Category	No. of Meetings held during the tenure	No. of meetings attended
^Mr. Prabhakar Reddy P	Member	NED (I)	2	2
#Mr. Dharmesh Shantilal Shah	Chairperson	NED (I)	1	1
##Ms. Kuntala Rani Roy	Chairperson	NED (I)	1	1
Mr. G. Shivashankar Reddy	Member	NED (I)	2	2
&Mrs. Mounika Pammi	Member	NED (I)	NA	NA

## appointed w.e.f 13.08.2024 # resigned w.e.f. 13.08.2024

^resigned w.e.f. 14.08.2025

&appointed w.e.f., 14.08.2025

NED (I): Non-Executive Independent director NED: Non-Executive director

2. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the head "Board Evaluation" in Directors Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:
1. "Director" means a director appointed to the Board of a Company.
2. "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3. "Independent Director" means a Director referred to in sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3. Policy:
1. Qualifications and criteria
1. The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Companys operations.
2. In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

• General understanding of the Companys business dynamics, global business and social perspective;
• Educational and professional background
• Standing in the profession;
• Personal and professional ethics, integrity and values;
• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

1. The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;
• shall not be disqualified under the companies Act, 2013;
• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior Management personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

1. The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Companys business.

1. Criteria of Independence
1. The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.
2. The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing Director or a whole-time Director or a nominee Director

1. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and experience;
2. who is or was not a promoter of the listed entity or its holding, subsidiary or associate companyor member of the promoter group of the listed entity;
3. ^twho is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company;
4. who, apart from receiving directors remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the three immediately preceding financial years or during the current financial year;
5. none of whose relatives—

1. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year of face value in excess

of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or associate company, respectively, or such higher sum as may be specified;

2. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be specified during the three immediately preceding financial years or during the current financial year;
3. has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the three immediately preceding financial years or during the current financial year; or
4. has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or associate company amounting to two percent or more of its gross turnover or total income: Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower.]

1. who, neither himself ["/herself], nor whose relative(s) —

1. holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company or any company belonging to the promoter group of the listed entity, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed:

Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall not apply for his / her employment.

2. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of —

1. a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate company; or
2. any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

1. holds together with his relatives two per cent or more of the total voting power of the listed entity; or
2. is a chief executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the listed entity;
3. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

1. who is not less than 21 years of age.
2. who is not a non-independent director of another company on the board of which any non- Independent director of the listed entity is an independent director:

1. The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.

1. Other Directorships/ Committee Memberships
1. The Board members are expected to have adequate time and expertise and experience to contribute to effective Board Performance Accordingly, members should voluntarily limit their Directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the Company. The NR Committee shall take into account the nature of, and the time involved in a Director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.
2. A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be public limited companies.
3. A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed Company.
4. A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committees across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholders relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under Section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the Directors, key managerial personnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

1. "Director" means a Director appointed to the Board of the Company.
2. "key managerial personnel" means

1. The Chief Executive Officer or the managing Director or the manager;
2. The Company Secretary;
3. The Whole-time Director;
4. The Chief Financial Officer; and
5. Such other office as may be prescribed under the companies Act, 2013

1. "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Policy:
1. Remuneration to Executive Director and key managerial personnel
1. The Board on the recommendation of the Nomination and Remuneration (NR)
2. The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the Company.
3. The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

1. Basic pay
2. Perquisites and Allowances
3. Stock Options
4. Commission (Applicable in case of Executive Directors)
5. Retrial benefits
6. Annual performance Bonus

1. The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

1. Remuneration to Non – Executive Directors
1. The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non – Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of the Companies Act.
2. Non – Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

5. OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:
1. The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of and the time involved in a directors service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.
2. Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.
3. Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.
4. Director shall not be a member in more than 10 committees or act as chairman of more than 5 committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholders relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

23. STAKEHOLDERSRELATIONSHIPCOMMITTEE("SRC"):

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committees role includes:

1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;
2. Review of measures taken for effective exercise of voting rights by shareholders;

Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

3. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;
4. Such other matter as may be specified by the Board from time to time.
5. Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2024-25, (1) one meeting of the Stakeholders and Relationship Committee meeting was held on 07.02.2025.

Name	Designation	Category	No. of Meetings held during the tenure	No. of meetings attended
^Mr. Prabhakar Reddy Palakolanu	Chairperson	NED (I)	1	1
#Mr. Dharmesh Shantilal Shah	Member	NED (I)	-	-
Mr. Shivashankar Reddy Gopavarapu	Member	NED (I)	1	1
Ms. V. Priya Darshini Lakshmi	Member	ED	1	1
&Mrs. Mounika Pammi	Member	NED (I)	-	-

# resigned w.e.f. 13.08.2024

^resigned w.e.f., 14.08.2025

&appointed w.e.f., 14.08.2025

NED (I): Non-Executive Independent director ED: Executive director

NED: Non-Executive director

DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2024-25:

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / BSE Limited / National Stock Exchange / SCORE and so on	NIL
Number of complaints resolved	NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2025.	NIL
Complaints pending as on March 31, 2025.	NIL
Number of Share transfers pending for approval, as on March 31, 2025.	NIL

24. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company has in place a Vigil Mechanism/ Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle Blower policy has posted on the website of the Company https://www.somapapers.in/.

27. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Companys website at https://www.somapapers.in/. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to notes to the financial statements which sets out related party disclosures pursuant to IND AS-24.

28. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

29. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website (www.somapapers.in). All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

30. AUDITORS:

1. STATUTORY AUDITORS:

M/s. GMJ & Co, Chartered Accountants, Mumbai (FRN:103429W) were appointed as Statutory Auditors for 5 years in 32nd Annual General Meeting until the conclusion of 37th Annual General Meeting to be held in the year 2028.

Emphasis of Matter

1. The company had written off and written back various amounts in the previous years. However, in the absence of any documentary evidence and limited information available to us, we are unable to comment on such write offs and write back in the previous years financial statements.
2. The fact that the Companys borrowings from various lenders have been settled in 2009-10. However, as per records in MCA, the charges are still outstanding.

Reply to the Emphasis Matter:

The bank has auctioned the Land, Factory Premises. Plant and Machinery. ‘inventory and other assets lying at Nasik in Financial Year 2007-08 which was approved by the Debt Recovery Tribunal. Auction proceeds received by bank has been utilised to repay Bank Cash Credit Liabilities. Debentures with interest. Electricity charges. deposit given to Labour court for Labour settlement. SICOM Loans and other related expenses. The accounting of the above transaction has been done in previous years on the basis of communication from bank. No confirmation from debenture holders, electricity department Sales Tax Authority or Labour court have been received against the proceeds distributed by Bank

2. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the company has appointed M/s. GMJ & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2024-25 in compliance with the applicable provisions of the Companies Act,2013.

The Secretarial Audit report is annexed here with as Annexure ‘I and forms an integral part to this report.

23. AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self-explanatory and therefore, do not call for any further comments.

As required under Section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report. The report contains qualifications same are mentioned in the report.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in house Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedure sand policies of the Company.

Based on the internal audit function, the company undertakes corrective action in their respective areas and there by strengthens the control system. Significant audit observations and recommendations along with the corrective actions thereon are presented to the Audit Committee of the Board.

25. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- II to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

26. CORPORATE GOVERNANCE:

Pursuant to Schedule V of the SEBI(LODR)Regulations, 2015 a Corporate Governance Report is not applicable to the Company.

27. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website https://www.somapapers.in/ .

28. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided hereunder:

1. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

2. Research & Development and Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
3. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

23. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the Company has not received any complaints in this regard.

Further, the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were not applicable to the company during the review period.

24. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IV to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure IV.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. NON- EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

26. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure IV and forms part of this Report.

27. REPORTING OF FRAUDS:

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

29. SECRETARIAL STANDARDS:

The Company has devised proper systems and is in the process to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

30. RISK MANAGEMENT POLICY:

According to the Directors of the Company, elements of risk that could threaten the existence of the Company are minimal. Hence, no separate risk management policy is formulated by the Company

31. SAFETY, ENVIRONMENT CONTROL AND PROTECTION:

The Company is aware of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.

32. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Maintenance of Cost Records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

33. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Directors appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract uploaded on the Companys website at https://www.somapapers.in/ available on our website.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

35. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

36. STAUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

37. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website https://www.somapapers.in/.

38. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employees stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
8. Issue of equity shares with differential rights as to dividend, voting: NA
9. Others:

The Board of Directors, at its meeting held on 07th August 2025 and members at their Extra-Ordinary General Meeting held on 04.09.2025 have approved the following:

1. Acquisition of 100% Equity Share Capital of KS Smart Solutions Private Limited ("Selling Company");
2. Issuance of up to 4,87,37,920 (Four Crore Eighty-Seven Lakhs Thirty-Seven Thousand Nine Hundred and Twenty) Equity Shares of Rs.10/- (Rupees Ten only) each at an issue price of Rs. 10/- (Rupees Ten only) per equity share, on a preferential basis, for consideration other than cash (i.e., by way of share swap) to the shareholders of the Selling Company;
3. Issuance of up to 1,66,67,690 (One Crore Sixty-Six Lakhs Sixty-Seven Thousand Six Hundred and Ninety) Equity Shares of Rs.10/- (Rupees Ten only) each at an issue price of Rs.10/- (Rupees Ten only) per equity share, on a preferential basis, for consideration in cash to persons forming part of the Non-Promoter Public Category;
4. Issuance of up to 4,86,67,850 (Four Crore Eighty-Six Lakhs Sixty-Seven Thousand Eight Hundred and Fifty) Equity Shares of Rs.10/- (Rupees Ten only) each at an issue price of Rs. 20/- (Rupees Twenty only) per equity share, on a preferential basis, for consideration in cash to persons forming part of the Non- Promoter Public Category;
5. Issuance of up to 3,45,94,390 (Three Crore Forty-Five Lakhs Ninety-Four Thousand Three Hundred and Ninety) Convertible Warrants of Rs. 10/- (Rupees Ten only) each at an issue price of Rs.10/- (Rupees Ten only) per warrant, on a preferential basis, for consideration in cash to persons forming part of the Non- Promoter Public Category;
6. Issuance of up to 1,40,00,000 (One Crore Forty Lakhs) Convertible Warrants of Rs.10/- (Rupees Ten only) each at an issue price of Rs. 20/- (Rupees Twenty only) per warrant, on a preferential basis, for consideration in cash to persons forming part of the Non-Promoter Public Category.

Further, the proposed allottees, Mr. Shankar Varadharajan (Acquirer-1) and Mr. Anancha Perumal Selvi Keshav (Acquirer-2) (hereinafter collectively referred to as the "Acquirers"), along with Mr. Rohan Ramaswamy (PAC-1), Mr. Subramanyam Venkatesh (PAC-2), and Mr. Seethapathi Vignesh (PAC-3) (PAC- 1, PAC-2, and PAC-3 hereinafter collectively referred to as the "Persons Acting in Concert" / "PACs"), have triggered the open offer process pursuant to Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011 via a Public Announcement dated 07th August 2025.

Upon completion of the open offer process, the Acquirers, together with the PACs, shall be classified as Promoters of the Company, and the existing Promoter and Promoter Group shall be reclassified as Public Shareholders.

53. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

54. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

55. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

56. APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Bankers etc. for their continued support for the growth of the Company.

For and on behalf of the Board of Directors For Soma Papers and Industries Limited

Place: Hyderabad Date: 04.09.2025

Sd/-

V. Priya Darshini Lakshmi Whole-Time Director

(DIN:07803502)

Sd/-

G. Shiva Shankar Reddy Director

(DIN:10039853)