Subam Papers Ltd Directors Report

To,

The Members

Your Directors have pleasure in presenting the Twenty First Annual Report on the affairs of the Company together with Boards Report and the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025together with the reports of the Auditors thereon.

FINANCIAL RESULTS

The financial results of the Company for the Financial Year 2024-25as compared with the previous Financial Year are as under:

The consolidated performance of the Company and its subsidiaries has been referred to wherever required

(Rs in Lakhs)

	Standalone		Consolidated
	Financial Year 2024-25	Financial Year	Financial Year	Financial Year
		2023-24	2024-25	2023-24
Revenue from operations	44813.31	44767.83	53916.71	49386.46
Other income	565.55	599.99	701.29	341.68
Total income	45378.86	45367.82	54618.00	49728.14
Expenses
Operating expenditure	40635.20	39224.90	49279.32	42672.14
Depreciation and amortisation expense	1301.08	964.72	1639.69	1296.72
Total expenses	41936.28	40189.62	50919.01	43968.86
Profit before finance costs, exceptional item and tax	4576.04	5178.2	5677.60	5758.28
Finance costs	1153.46	1258.70	1978.61	1767.51
Profit before exceptional item and tax	3422.58	3919.50	3698.99	3991.77
Exceptional item
Prior Period Items	0.00	70.83	0.00	-95.30
Profit before tax	3422.58	3848.67	3698.99	3896.47
Tax expense	886.16	968.63	1011.35	1070.66
Profit for the year	2556.42	2880.04	2687.64	2825.81

On a consolidated basis, the total income for FY 2025was 54618.00Lakhs, increased by 9.83% over the previous years total income of 49,728.14Lakhs. However, the Profit after tax decreased from 2825.81Lakhsduring the previous year to 2687.64 Lakhs during FY 2025as a result of increase in input cost of materials.

On a standalone basis, the total income for FY 2025was 45,378.86Lakhs, higher by 0.024%over the previous years total income of 45,367.82Lakhs. The profit after tax (PAT) for FY 2025 decreased to 2556.42Lakhs from 2880.04Lakhs during FY 2024 due to due to increase in operational Expenditure and Depreciation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Overview

Packaging currently stands as the fifth largest sector in the Indian economy, reflecting its pivotal role in driving industrial growth and innovation. With an annual growth rate of 10-12%, the industry has become a preferred hub for packaging solutions, bolstered by advancements in technology and infrastructure. Notably, the industry boasts a robust structural framework, comprising over 900 paper units with an installed capacity of nearly Twenty Three Million tons.

In response to global sustainability imperatives, the packaging industry in India is undergoing a paradigm shift towards eco-friendly practices and materials. Government initiatives aimed at minimizing plastic packaging and promoting sustainable manufacturing methods are driving industry-wide transformation. Additionally, the industrys focus on food safety and quality aligns with the burgeoning food processing sector, amplifying demand for innovative packaging solutions.

The expansion of the middle class, enhancements in supply chain infrastructure, and the rise of e-commerce platforms are primary factors driving the packaging industrys growth trajectory. Furthermore, the increasing market size of packed food products, projected to reach US$ 3.4 billion by 2027, underscores the industrys pivotal role in supporting diverse sectors. As the industry continues to evolve, leveraging technological innovations and sustainable practices, it is poised to contribute significantly to Indias economic landscape. Investments/ Developments.

Sector Outlook

The outlook for the paper and packaging industry in India is optimistic, driven by several factors including the countrys growing population, increasing urbanization, and rising disposable incomes. The rapid expansion of e-commerce is fuelling demand for packaging materials, while a growing focus on sustainability is prompting the industry to innovate greener solutions. Government initiatives like "Make in India" and infrastructure development projects are expected to boost manufacturing activities and streamline supply chains.

Technological advancements are enhancing productivity and quality, while rising export potential offers opportunities for market expansion. Despite challenges such as fluctuating raw material prices and competition from alternative materials, strategic investments and a commitment to sustainability can help the industry capitalize on opportunities and strengthen its position in the global market.

The growth in the sector is being driven by a surge in e-commerce, food processing, pharmaceuticals, FMCG, manufacturing industry and healthcare sector. Additionally, numerous government initiatives including Make in India had positive impact on the packaging industry. The paper and packaging industry is currently the fifth largest sector in the Indian economy and has the potential to achieve pricing levels that are about 40% cheaper compared to European regions.

The Indian packaging sector has distinguished itself with its exports of flattened cans, printed sheets and components, crown cork, lug caps, plastic film laminates, craft paper, paper board and packaging machinery. The packaging segment with the fastest growth include laminates and flexible packaging, particularly PET and weaved sacks.

India uses paper as a major source of packaging. The paper industry accounts for 5% of global production. Demand for paper continues to rise for the packaging of FMCG products and ready-to-eat food. Packaging-grade paper accounts for 55% of the main types of paper produced domestically in the paper and paperboard industry.

The Indian packaging sector is diverse and caters to a broad sector of industries and products. The government, through its positive promotion of the Make in India policy, has set the packaging sector to grow rapidly due to companies setting up their manufacturing units in the country and using these domestic facilities as a base to export to other countries. The government has implemented a strategy to lower tax rates for new manufacturing companies in order to turn India into a global manufacturing hub. Furthermore, given the need for domestic firms to compete with MNCs, the government is planning to further level the sector among players by launching various initiatives with the aim of promoting the development of packaging, along with technological advancements.

Overview of the Company

The Company is engaged in the manufacturing of Paper and Paper Product and is a packaging solution providing company. Subam started its journey in the year 2004 with manufacturing of paper cones and later expanded the product base by adding Duplex board and Kraft paper in its portfolio. The company is not like the traditional paper manufacturers, wherein the Company does not manufacture the products from wood pulp but instead uses wastepaper as raw material. The Company aims to preserve mother nature and tends to drive the Company on the principle of recycling. The Company leverages wastepaper as the primary raw material in the production of Kraft Paper and Duplex Board.

To further minimize the environmental impact, the Company harnesses renewable energy through its own wind and solar power installations. The captive wind energy infrastructure includes two windmills: with a capacity of 850 KW each totalling approximately 1.7 MW. Additionally, the Company operates solar plant with a capacity of 14 MW. These renewable energy sources enable the Companys manufacturing facilities to significantly reduce their carbon footprint, aligning with the Companys goals of sustainable and eco-friendly operations.

As an ISO 9001:2015 and FSC Recycled certified organization, the Company follows a strong Quality Management System. The Company ensures top-quality materials, workmanship, schedules, and public service, meeting all project standards. The Company focuses on quality control upholds high safety and environmental standards, consistently meeting client expectations. The FSC Recycled certification of the Company, showsthe Companys commitment to sustainability by using 100% recycled materials. The Companys success is due to understanding customer needs, offering cost-effective and consistent quality products, adhering to delivery schedules, being flexible with sizes, and providing responsive customer service. The Company has a well-trained team dedicated to meeting special quality requirements.

The Company features an infrastructure facility, supported by a dedicated team of professionals, focused on the production of Kraft Paper and Duplex Board to meet customer demands promptly. With the capability to manufacture and supply Kraft Paper and Duplex Boards in various shades, our products offer GSM ranging from 120 to 300, Busting Factor of 16 to 35, and Deckle sizes from 2,000 MM to 4,400 MM and with reel diameters up to 1,400 MM. Furthermore, the Company maintain a substantial raw material storage facility to ensure ample reserves, enabling consistent production of high-quality products for the packaging industry.

The Company has two wholly owned subsidiaries namely Subam Paper and Boards Private Limited which is also into manufacture of Paper Products and Subam Agro Ventures Private Limited. The Company is located at Tirunelveli, Tamil Nadu and is also in proximity to the Harbour city of Tuticorin, Tamil Nadu. Since inception, the Company has prioritized focus towards continual improvement based on specific product quality and end user application. The success narrative of the Company is shaped by a clear and consistent business strategy that has propelled the Company to its current standing.

Sustainability

The Company uses wastepaper as its primary raw material for paper manufacturing which has significant environmental benefits. Recycling one ton of paper extends far beyond waste reduction, making a substantial contribution to environmental conservation. By opting to recycle, the Company collectively saves the equivalent of 17 trees, thereby conserving precious forests and promoting biodiversity. Furthermore, the conservation of 7,000 gallons of water and the sparing of 380 gallons of oil highlight the resource efficiency achieved through recycling. Notably, reducing landfill space by 3.3 cubic yards eases the burden on waste disposal systems, while the energy savings of 4,000 kilowatts underscore the inherent efficiency and sustainability of recycling processes.

By recycling paper, the Company actively contributes to the preservation of natural resources, reducing the need for new raw materials. This process also results in significant energy savings, minimizing the environmental impact associated with paper production. Moreover, recycling paper helps reduce greenhouse gas emissions, contributing to a healthier and more balanced ecosystem. Equally important, it ensures that landfill space is spared for non-recyclable waste, fostering efficient waste management practices. This holistic approach underscores the multifaceted benefits of paper recycling, aligning with a broader commitment to environmental responsibility and a more sustainable future.

Initial Public Offering and fund utilisation

During the year under review, the Company raised Rs. 9,370.50 crores through an initial public offering and the same was utilised as given below:

Object as disclosed in the offer document	Amount of utilisation as disclosed in the offer documentRs. lakhs)	Fund utilised (Rs. lakhs)
Issue related expenses in relation to the IPO	845.84	845.84
Investment in subsidiary for financing its capital expenditure	7,500.00	7,500.00
General Corporate Purpose	1,024.66	1,024.66
Total Funds raised / utilised	9,370.50	9,370.50

The shares of the Company are listed on BSE SME platform w.e.f. October 8, 2024.

Key strengths of the Company

Recycling of paper waste and sustainable packaging solutions

We use wastepaper as our primary raw material for paper manufacturing has significant environmental benefits. Recycling one ton of paper extends far beyond waste reduction, making a substantial contribution to environmental conservation. By opting to recycle, we collectively save the equivalent of 17 trees, thereby conserving precious forests and promoting biodiversity. By recycling paper, we actively contribute to the preservation of natural resources, reducing the need for new raw materials. This process also results in significant energy savings, minimizing the environmental impact associated with paper production. Moreover, recycling paper helps reduce greenhouse gas emissions, contributing to a healthier and more balanced ecosystem.

Significant advantage due to proximity of Subams factory location

The company has invested in water pumping stations and connecting pipelines, which are fully operational, ensuring efficient water distribution throughout the facility. Moreover, our strategic location offers a distinct advantage, with the Thamirabarani River situated within a mere 6 km proximity. Renowned for its extensive catchment area and the receipt of both South-west Monsoon and North-east Monsoon rains, this river serves as a reliable water source for our operations.

The company has successfully obtained water drawl permission from the Government of Tamil Nadu, we have been authorized to withdraw the quantity of water at the rate of 25,000 gallons per hour from the river Thambaraparani, supplemented by an additional ten lakh litres per day from our rainwater harvesting system. This prudent water management strategy aligns with our commitment to sustainability and responsible resource utilization.

For paper-based industries, water quality is paramount in ensuring the production of high-quality paper. The proximity of Subams factory location to the perennial water source of the Tamirabarani River, which flows throughout the year, is a significant advantage.

Efficient Inventory Management

Efficient Inventory Management lies at the core of our operations, seamlessly integrated with ERP technology that invigorates all our processes and systems. This integration empowers our company to respond to requirements while maintaining a keen focus adeptly and efficiently on effective inventory management. The utilization of ERP technology not only streamlines the tracking and control of inventory but also enhances the overall responsiveness of the organization, ensuring a swift and well-coordinated approach to addressing dynamic market demands

Manufacturing of odor free paper

The demand for odor-free paper is on the rise, driven by heightened public awareness, particularly in the realm of food product packaging and carry bag consumption. With our advanced ETP technology, our company is well positioned to meet this growing demand while simultaneously demonstrating our commitment to environmental responsibility. By investing in modern ETP infrastructure, we not only ensure compliance with regulatory standards but have also set a new benchmark for sustainability within the industry. This strategic initiative aligns with the companys vision of delivering high-quality paper products that meet the evolving needs of consumers and contribute to a healthier environment.

Advantage of producing all grades of paper

Subams unique advantage of producing a wide range of paper grades all on one campus creates substantial demand in the market for their products. This includes several specific applications, which further enhance their market presence and appeal.

No other company in South India offers such a comprehensive facility. This setup allows Subam to use raw materials and resources efficiently.

Our products serve various industries, each requiring several types of paper with specific properties, coatings, and finishes. This diverse approach helps us meet many customer needs and adapt to changing market demands. By offering a variety of products with unique features and uses, we stay competitive and meet our customers evolving preferences. Our Network of Raw Material Suppliers

Our primary raw material is recycled paper, which we utilize to manufacture our diverse range of paper products. By relying on a mix of imported and local sources for our raw materials, we maintain flexibility and resilience in our operations. This approach not only supports our sustainability goals by emphasizing the use of recycled materials but also enhances our ability to meet diverse customer needs with quality products. Our commitment to environmental responsibility and quality control is evident throughout our production process, from the initial sourcing of raw materials to the final manufacturing stages.

Strategic Investment made by the Company

The Company has entered a Limited Liability Partnership with Nellai Subam Packaging LLP vide LLP Agreement on 26/12/2024, where in Subam Papers Limited holds80% of the profit share and Mr. Devanathan Aavudainayagamholds20%. Nellai Subam Packaging LLP is into manufacture of corrugated paper and paper board and paper and paper board containers. The Company believes that this partnership would enable business synergies.

Subam Paper and Boards Private Limited, wholly owned subsidiary of the Company, has entered into a Limited Liability Partnership Agreement with Mercury Pack and Paper Products LLP dated January 31, 2025 wherein the wholly owned subsidiary would invest Rs. 10,00,00,000/- (Rupees Ten Crores only) as capital contribution for a profit-sharing ratio of 51%.

Mercury Pack and Paper Products LLP is engaged in the business of Corrugated Boxes and other paper products and Subam believes that the acquisition of 51% stake by the wholly owned subsidiary in the LLP would enable various business synergies.

Mercury Pack and Paper Products LLP is in the business of manufacture of Corrugated boxes, printed cottons and other paper products. Mercury Pack and Paper Products LLP is in the same line of business as that of the Company and its subsidiaries.

The Turnover of Mercury Pack and Paper Products LLP for FY 2024 was about Rs. 9.03 crores and its Turn Over was increased to 14.76 Crores for the FY 2025.

The turnover of Mercury Pack and Paper Products LLP for the last 3 years is given below:

Financial Year	Rs. Crores
FY 2025	14.76
FY 2024	9.03
FY 2023	5.24
FY 2022	0.95

Subam Paper and Boards Private Limited, the wholly owned subsidiary of the Company, has entered into a one More Limited Liability Partnership Agreement with M/s.Rajapalayam Success Packagings LLP on 19/04/2025, wherein Subam Paper and Boards Private Limited holds51% of the profit shares and Mr. Ramasubramanian Deepak Chandar holds 49%. M/s.Rajapalayam Success Packagings LLP, is into manufacture of corrugated paper and paper board and paper and paper board containers. The Company believes that this partnership would enable business synergies

TRANSFER TO RESERVES

The Company has not transferred to any amount to General Reserve during the year,

DIVIDEND

In order to conservation of funds for future business expansion, the Company has not declared any dividend during the year.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business during the year under review. However, the Company has been converted into public limited with effect from May 15,2024.

CHANGES IN SHARE CAPITAL, IF ANY

During the Period the Authorised Share Capital of the Company has been increased from Rs.2,05,00,000 divided into 20,00,000 Equity Shares of Rs. 10/ ( Rupees Ten) each and 50,000 preference shares of Rs. 10/- (Rupees Ten ) each to Rs. 25,05,00,000 divided into 2,50,00,000 ( Two Crore Fifty Lakh) equity Shares of Rs. 10/- (Rupees Ten) each 50,000 preference shares of Rs. 10/- (Rupees Ten ) each vide resolution passed by the Share holders in their Extra Ordinary General Meeting held on 18/05/2024.

The paid up capital of the Company as on 31st March 2024 was Rs. 1,62,76,720 divided into 16,27,672 equity shares of Rs.10/- (Rupees Ten) each. During the period

The Company has on June 1, 2024 issued and allotted Bonus Shares to the existing shareholders in the ratio of 9 shares for every one share held in the Company.ie 1,46,49,048 equity shares of Rs.10/- each.

Further, the Company has issued and allotted 8,03,350 equity shares of Rs. 10 each at a premium of Rs. 95 per share on 15/06/2024 by preferential allotment.

Also, the Company has issued and allotted 61,64,800 equity shares of Rs. 10 each at a premium of Rs. 142 per share by way of Initial Public offering and the shares of the Company got listed on the SME platform of BSE Limited on 08/10/2024

Pursuant to the above issuances, the Paid-up Share Capital of the Company as on the date of this report stands at Rs. 23,24,48,700 comprising of 2,32,44,870 equity shares of Rs. 10 each.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments affecting the financial position of the CompanywhichhaveoccurredbetweentheendofthefinancialyearoftheCompanytowhichthefinancialstatemen ts relate and the date of the report.

STATUTORY AUDITOR

M/s. CNGSN ASSOCIATES LLP, Chartered Accountants Chennai having firm Registration No.004915S/S20036has been appointed as Statutory Auditors of the Company for the period of Five Years vide the resolution passed by the Shareholders in their Twentieth Annual General meeting of the Company held on September 10, 2024, at a remuneration to be fixed by the Board of Directors of the Company, in addition to the re-imbursement of applicable taxes and actual out of pocket and travelling expenses incurred in connection with the audit and billed progressively.

AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The statutory Auditors report and the Secretarial Auditorsreport do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure B.

DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and consequently, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section134(3)(m) of the Companies Act,2013 read with Rule8 of the Companies (Accounts) Rules2014, is annexed herewith as "Annexure A".

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act 2013,the Board of Directors of the Company have a formed a Corporate Social Responsibility (CSR) Committee. The CSR Committee of the Board have formulated necessary CSR policy which is available with the Company. The Company has been pursuing the CSR project and CSR Obligation. The report on Corporate Social Responsibility (CSR) as prescribed under the Companies (Corporate Social Responsibility policy) 2014 is given in Annexure III.

SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has two wholly owned subsidiary Company namely SubamAgro Ventures Private Limited and Subam Paper and Boards Private Limited. Also, the Company holds 80% profit share in M/s. NellaiSubam Packaging LLP.Further, the Company has two Associate Companies namely B.M.M. Paper Board Private Limited and M/s. Saradhambika Paper and Board Mills Private Limited, as on March 31,2025 The information as required under the first proviso to sub-Section (3) of Section 129 is given in Form AOC - 1 in Annexure I.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. They have 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;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of this report, the Company has 5 (Five) Directors on the Board, 1 (One) as Managing Director, 1 (One) as Executive Director, 1 (One) as Non-Executive Directors (women director) and 2 (Two) as Independent Directors. The list of Directors is given below:

S No. Name of the Directors / KMPs	Designation
1 Mr. T Balakumar	Managing Director
2 Ms. SudhaAlagarsamy	Non-executive Director
3 Mr. RamasubbuVenkatesh	Executive Director
4 Mr. ChelladuraiGunasinghPrithiviraj	Independent Director
5 Mr. GurusamyRathakrishna	Independent Director
6 Mr. Mohamed Nizar Jahir Hussain	Chief Financial Officer
7 Mr. PoovalingamNagarajan	Company Secretary

During the year, the following appointment and re-appointment, Change in Designation of Directors and Key Managerial personnel have taken place:

Mr. Poovalingam Nagarajan has been appointed as the Company Secretary with effect from April 05, 2024.

During the year under review, the non-executive directorsof the Company had no pecuniary relationship or transactions with the Company, other than sitting fees,commission and reimbursement of expenses, if any.

Number of Meetings of the Board:

During the Financial Year 2024-25, the Company hold Fourteenmeetings of the Board of Directors. All the meetings were convened and held in accordance with the proceedings of the Companies Act, 2013 and Secretarial Standard issued by ICSI institute of Company Secretaries of India). The time gap between any two meetings did not exceed 120 days.

The attendance of Directors to the Meetings of the Board is given below:

Sl. No	Date of Meeting	Number of Directors on the Board	No. of Directors who attended the meeting
1	05/04/2024	5	3
2	03/05/2024	5	3
3	15/05/2024	5	3
4	17/05/2024	5	4
5	01/06/2024	5	5
6	11/06/2024	5	4
7	15/06/2024	5	4
8	01/07/2024	5	5
9	11/07/2024	5	5
10	24/09/2024	5	3
11	27/09/2024	5	3
12	04/10/2024	5	3
13	14/11/2024	5	5
14	19/12/2024	5	3

CORPORATE GOVERNANCE

The Company stands committed to good Corporate Governance practices based on the principles such as accountability, transparency in dealings with the stakeholders, emphasis on communication and transparent reporting. The Company has complied with the requirements of the applicable regulations, in respect of corporate governance including constitution of the Board and Committees thereof.

The Corporate Governance framework is based on an effective Independent Board, the Boards Supervisory role from the executive management team and constitution of the Board Committees, as required under law.

The Board functions either as a full board or through the various committees constituted to oversee specific operational areas.

As on the date of this report, there are 5 (Five) Directors on the Board out of which one third are Independent Directors. The Company is in compliance with the corporate governance norms prescribed under the Companies Act, 2013, particularly, in relation to appointment of Independent Directors to the Board and constitution of Board level committees. The Company has also complied with the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as and when made applicable.

Details of attendance of Directors, Remuneration and shares held

				Number of Board Meetings
Sr No Name of Director .	Director since	Capacity	DIN	Held	Attended	No. of other Direct orship s	Remuneration Salary and other compensati on	Sitting Fee	Commissio n	No. of shares held in and convertible instruments held in the Company
1 T.Balakumar	30/04/2018	Managing Director	00440500	14	14	5	48,00,000	0.00	0.00	8457700
2 Ramasubbu Venkatesh	06/01/2016	Director	00951835	14	14	0	30,00,000	0.00	0.00	64000
3 Sudha Alagarsamy	30/04/2018	Non _Executive Director	01515113	14	14	4	0.00	1,32,000	0.00	286450
Chelladurai
4 Gunasingh Prithiviraj	23/03/2024	Independent Director	00168538	14	5	13	0.00	1,32,000	0.00	-NA-
5 Gurusamy Rathakrishna	23/03/2024	Independent Director	01759564	14	4	4	0.00	78,000	0.00	-NA-

Committees of the Board

The following committees have been constituted in terms of SEBI (LODR) Regulations, 2015,the Companies Act, 2013 and other applicable law:

Audit Committee

Stakeholders Relationship Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Internal Complaints Committee

Audit Committee

Our Company has constituted an Audit Committee ("Audit Committee"), as per Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015; vide resolution passed at the meeting of the Board of Directors held on May 17, 2024., which was amended vide resolution passed at the meeting of the Board of Directors held on September 27, 2024. by 1.Mr. T. Balakumar, Managing Director was replaced by Sudha Alagarsamy and 2. the Audit Committee shall meet at least at least two times in a year and not more than one hundred and eighty days shall elapse between two meetings. .

The terms of reference of Audit Committee adheres to the requirements of Regulation 18 of the SEBI (LODR) Regulation, 2015, proposed to be entered into with the Stock Exchange in due course.

The committee presently comprises the following 3 (Three) directors:

Sr. No. Name of Director	Status in Committee	Nature of Directorship
1 Mr. GurusamyRathakrishna	Chairman	Independent Director
2 Mr. ChelladuraiGunasinghPrithiviraj	Member	Independent Director
3 Ms. SudhaAlagarsamy	Member	Non Executive Director

The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Audit Committee.

Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18(3) of the SEBI (LODR) Regulation, 2015.

Meetings of Audit Committee and Quorum

As required under Regulation 18 of the SEBI (LODR) Regulation, 2015, the Audit Committee shall meet at least at least two times in a year and not more than one hundred and eighty days shall elapse between two meetings.

The quorum shall be two members present, or one-third of the members, whichever is greater, provided that there should be a minimum of two independent members present.

Powers of Audit Committee

The Audit Committee shall have powers, including the following:

To investigate any activity within its terms of reference; To seek information from any employee; To obtain outside legal or other professional advice; and

To secure attendance of outsiders with relevant expertise, if it considers necessary. Role of Audit Committee The role of the Audit Committee shall include the following:

? Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

? Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms of appointment of statutory auditor of the Company;

? Reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process;

? Approving payments to statutory auditors for any other services rendered by the statutory auditors of the Company;

? Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

? 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, as amended;

? Changes, if any, in accounting policies and practices and reasons for the same;

? Major accounting entries involving estimates based on the exercise of judgment by the management;

? Significant adjustments made in the financial statements arising out of audit findings;

? Compliance with SEBI Listing Regulations and other legal requirements relating to financial statements;

? Disclosure of any related party transactions; and

? modified opinion(s) in the draft audit report.

? Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the board for approval;

? 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 or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

? Approval or any subsequent modification of transactions of our Company with related parties and omnibus approval for related party transactions proposed to be entered into by our Company subject to such conditions as may be prescribed;

? Formulating a policy on related party transactions, which shall include materiality of related party transactions;

? Scrutinizing of inter-corporate loans and investments;

? Valuing of undertakings or assets of the Company, wherever it is necessary;

? Evaluating of internal financial controls and risk management systems;

? Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

? Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

? 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;

? Discussing with internal auditors of any significant findings and follow up there on;

? 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;

? Discussing 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;

? Looking 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;

? Reviewing the functioning of the whistle blower mechanism;

? Approving the appointment of the Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; and

? Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and / or specified / provided under the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.

? 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.

? Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Further, the Audit Committee shall mandatorily review the following information:

? management discussion and analysis of financial condition and results of operations;

? statement of significant related party transactions (as defined by the audit committee), submitted by management;

? management letters / letters of internal control weaknesses issued by the statutory auditors;

? internal audit reports relating to internal control weaknesses; and

? the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

? statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1);

(b) annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7).

Details of attendance at the Meeting of the Audit Committee

Sr No. Name of Director	Capacity	Number of Meetings of the Audit Committee
		Held	Attended
01 Mr. GurusamyRathakrishna	Chairman	4	4
02 Mr. ChelladuraiGunasinghPrithiviraj	Member	4	4
03 Ms. SudhaAlagarsamy	Member	4	4

Stakeholders Relationship Committee

The Company has constituted a shareholder / investors grievance committee "Stakeholders Relationship Committee" to redress complaints of the shareholders. The Stakeholders Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on May 17, 2024.

The Stakeholders Relationship Committee comprises:

Sr. No. Name of Director	Status in Committee	Nature of Directorship
1 Mr. ChelladuraiGunasinghPrithiviraj	Chairman	Independent Director
2 Mr. GurusamyRathakrishna	Member	Independent Director
3 Ms. SudhaAlagarsamy	Member	Non-executive Director

The Company Secretary & Compliance Officer of the Company shall act as the Secretary to the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company. The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

Meetings

The Stakeholders Relationship Committee shall meet at least 1 (one) time in a year. The Chairperson of the Stakeholders Relationship Committee shall be present at the annual general meetings to answer queries of the security holders.

Role of the Stakeholders Relationship Committee

The Committee shall consider and resolve grievances of security holders, including but not limited to:

? Resolving the grievances of the security holders of the listed entity 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.

? Review of measures taken for effective exercise of voting rights by shareholders.

? Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

? Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Details of attendance at the Meeting of the Stakeholders Relationship Committee

Sr No. Name of Director	Capacity	Number of Meetings of the Stakeholders Relationship Committee
		Held	Attended
1 Mr. ChelladuraiGunasinghPrithiviraj	Chairman	1	1
2 Mr. GurusamyRathakrishna	Member	1	1
3 Ms. SudhaAlagarsamy	Member	1	1

Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance Section 178 of Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on May 17, 2024.

The Nomination and Remuneration Committee comprises the following Directors:

Sr. No. Name of Director	Status in Committee	Nature of Directorship
1 Mr. GurusamyRathakrishna	Chairman	Independent Director
2 Mr. ChelladuraiGunasinghPrithiviraj	Member	Independent Director
3 Ms. SudhaAlagarsamy	Member	Non-Executive Director

The Company Secretary & Compliance Officer of the Company shall act as the Secretary of the Nomination and Remuneration Committee.

The scope and function of the Committee and its terms of reference shall include the following:

Meetings

The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, whichever is greater, including atleast one independent director in attendance.

Role of the Nomination and Remuneration Committee not limited to but includes:

? Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

? Formulating of criteria for evaluation of performance of independent Directors and the Board;

? Devising a policy on Board diversity;

? Identifying persons who are qualified to become directors of our Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. Our Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report of our Company;

? 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.;

? Recommend to the board, all remuneration, in whatever form, payable to senior management.

Details of attendance at the Meeting of the Nomination & Remuneration Committee

Sr No. Name ofDirector	Capacity	Number of Meetings of the Nomination & Remuneration Committee
		Held	Attended
01 Mr. Gurusamy Rathakrishna	Chairman	1	1
02 Mr. Chelladurai Gunasingh Prithiviraj	Member	1	1
03 Ms. Sudha Alagarsamy	Member	1	1

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee shall formulate and recommend a CSR policy to the Board, the Company has re-constituted a Corporate Social Responsibility Committee pursuant to resolution of the Board of Directors dated May 17, 2024. The Corporate Social Responsibility Committee shall recommend the amount of expenditure to be incurred on the CSR activities to be undertaken by the company, monitor the CSR policy of the Company from time to time and establish the transparent controlling mechanism for the implementation of the CSR projects or programs or activities undertaken by the company as per the requirements of the Companies Act, 2013, Listing Agreement and SEBI LODR for Corporate Governance.

The Corporate Social Responsibility Committee comprises the following members:

Sr. No. Name of Director	Status in Committee	Nature of Directorship
1 Mr. GurusamyRathakrishna	Chairman	Independent Director
2 Mr. T Balakumar	Member	Managing Director
3 Mr. RamasubbuVenkatesh	Member	Executive Director

Role of the Corporate Social Responsibility Committee not limited to but includes:

The Company Secretary & Compliance Officer of the Company shall act as the secretary to the Corporate Social Responsibility Committee.

The CSR Committee shall –

Formulate and recommend to the Board, a CSR policy and activities to be undertaken by the company in areas or subject, specified in Schedule VII;

Recommend the amount of expenditure to be incurred on the activities; andMonitor the Policy of the company from time to time. At the Company, the Managing Director takes on the role of the mentor, while the onus for the successful and time bound implementation of the CSR activities / projects is on the HR Head and CSR teams.

Details of attendance at the Meeting of the CSR Committee

Sr No. Name ofDirector	Capacity	Number of Meetings of theCSR Committee
		Held	Attended
Mr. GurusamyRathakrishna	Chairman	1	1
Mr. T Balakumar	Member	1	1
Mr. RamasubbuVenkatesh	Member	1	1

Internal Complaints Committee

An Internal Complaints Committee is constituted for the Company by the Board to look into the matters concerning sexual harassment pursuant to resolution of the Board of Directors dated May 17, 2024. The Internal Complaints consists of the following members.

Sr. No. Name	Status in Committee	Gender
1. Ms. M. Esakkiammal	Presiding officer	Female
2. Ms. S. Priya	Member	Female
3. Mr. Ayyappan	Member	Male
4. Ms. M. Subbalakshmi	Member (External)	Female

During the financial year 2024-25, your Company has not received any complaints pertaining to sexual harassment as summaries below:

S. No. Particulars	No. of Complaints
1. Number of complaints of sexual harassment received in the year	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending for more than ninety days	Nil

Meeting of Independent Directors

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met on April 17, 2025 without the presence of the Non-Independent Directors and Members of the Management. The details of attendance at the said meeting of Independent Directors is given below:

INDEPENDENT DIRECTORS MEETING
S. No. Date of Meeting	No. of Independent Directors who attended the Meeting
17/04/2025	2

The Independent Directors reviewed the performance of the Non-Independent Directors and the Board of Directors as a whole for FY 2025 and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors that is necessary for the Board to perform their duties effectively and reasonably for FY 2025.

BOARD EVALUATION

A formal annual evaluation is required to be made by the Board of its own performance and that of its Committees and individual Directors. Section 178(2) of the Companies Act, 2013 requires the Nomination and Remuneration Committee to specify the manner for effective evaluation of the performance of the Board, its Committees and individual Directors. The Board of Directors carried out the annual performance evaluation of the Board, its Committees, Individual Directors and Chairperson during the year under review pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations

DETAILS OF GENERAL BODY MEETINGS

The details of General Meetings of the Company held during the year and the special resolutions passed at the said meetings, are as given below:

Sr No. Type of Meeting (Annual/ Extra- Ordinary)	Date and Place	Special resolutions Passed
1. Extra Ordinary General Meeting	06/05/2024, Registered office T1runelveli	Increase the Authorised Share Capital from Rs.2,05,00,000/- to Rs.25,05,00,000
2. Extra Ordinary General Meeting	18/05/2024, Registered office T1runelveli	1.Initial Public Offering of Equity Shares of the Company
		2. Advancing of Loan or giving of Guarantee or issuing of Security for Loans, in compliance with provisions of Section 185 of the Companies Act, 2013:
		3. Increasing of Limits of Inter Corporate Loans, Investments etc. up to Rs. 200 CR. Pursuant to provisions of Section 186 of the Companies Act, 2013:
		4. Related Party Transaction as per Section 188 Companies Act, 2013
		5.Increase in Borrowing Powers of the Company under the provision of Section 180(1)(A) & 180(1)(C) of the Companies Act, 2013
3. Extra Ordinary General Meeting	12/06/2024 Registered office T1runelveli	To issue of Equity Shares of the Company on a Preferential Allotment Basis.
4. Annual General Meeting	10/09/2024 Registered office T1runelveli

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, investments and guarantees for FY 2024-25have been provided in the notes to the Financial Statements of the Company.

PARTICULARS OF EMPLOYEE

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements with related parties referred to in Section188 (1) of the Companies Act 2013 for the Financial Year 2024-25in the prescribed format-AOC2 has been enclosed with the report as Annexure – II.

COST RECORDS

The Company is required to maintain records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained.

RISK MANAGEMENT

The Directors of the Company continuously assess the risk the company is exposed to which in their opinion threaten the existence of the company and take suitable preventive steps to mitigate the risk. In the opinion of the directors there are no perceivable risks threatening the existence of the company.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 (‘the Act), the annual return in Form MGT-7 is placed on the website of the Company and is available at www.subampapers.com

DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company has implemented a vigil mechanism to provide a framework for the Companys employees and Directors to promote responsible and secure whistle blowing.

The Company has established a Board approved policy on whistle blowing and separate email addresses are designated wherein the employees or the stakeholders can report the matters falling under the purview of Vigil Mechanism. There was no complaint received under this category during the Financial Year ended March 31, 2025.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5) (e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of Policies and Procedures commensurate with the size and nature of its operations and pertaining to financial reporting. In accordance with Rule 8(5) (viii) of Companies (Accounts) Rules2014,it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements.

IBC 2016 PROCEEDINGS

The Company has not filed any application or has any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

DETAILS OF ONE-TIME SETTLEMENT (OTS)

The Company has not made any application for OTS before any Bank, Financial Institution or any other lender during the year.

COMPLIANCE WITH MATERNITY BENEFIT ACT

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

STATEMENT OF UTILIZATION OF FUNDS:

In accordance with provisions of Regulation 33 of SEBI (LODR), Regulations, 2015, there are no deviations or variations on utilisation of funds. The funds have been utilized in the manner as specified in its offer document.

CAUTIONARY STATEMENT

Certain statements made in this report relating to the Companys objectives, projections, outlook, expectations, estimates, among others may constitute ‘forward-looking statements within the meaning of applicable laws and regulations. Actual results may differ from such expectations, projections etc., whether express or implied. Several factors could make a significant difference to the Companys operations. These include climatic conditions, economic conditions affecting demand and supply, government regulations and taxation, natural calamity, currency rate changes, among others over which the Company does not have any direct control.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere thanks to Bank for their valuable support and look forward to their continued co-operation in the years to come. Your Directors acknowledge the support and co-operation received from the employees and all thosewho have helped in the day to day management.

		By Order of the Board
		For Subam Papers Limited
Place : Tirunelveli	Managing Director	Director
	T Balakumar	Ramasubbu Venkatesh
Date: 02/09/2025
	DIN:00440500	DIN:00951835