Sundaram Multi Pap Ltd

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 31^st Annual Report together with the Annual Audited Financial Statements of Sundaram Multi Pap Limited ("the Company") for the Financial Year ended on March 31, 2025.

1. FINANCIAL PERFORMANCE:

The financial performance of Company for the year ended March 31, 2025 on a Standalone basis is summarized below:

(Rupees in Lakhs except EPS)

2. SUMMARY OF OPERATIONS:

During the year the Company reported Revenue from operations of Rs.12,742.50/- Lakhs as compared to Rs.12,705.13/- Lakhs for the last year. The loss for the year 2024-2025 is Rs.512.07/- Lakhs as against the loss of Rs.508.18/- Lakhs in the previous year.

3. TRANSFER TO RESERVE:

Due to loss in the Financial Year 2024-25, no amount has been transferred to the reserves.

4. DIVIDEND:

In order to strengthen the financial position of the company and after considering the relevant circumstances, the Board of Directors of your company, has decided that it would be prudent, not to recommend any Dividend for the Financial Year under review.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no unclaimed dividend or shares required to be transferred to Investor Education and Protection Fund (IEPF) during the Financial Year 2024-2025.

However, the unclaimed dividend of earlier years which were unclaimed for seven consecutive years had been transferred to Investor Education and Protection Fund (IEPF) of Ministry of Corporate Affairs pursuant to the provisions of the Companies

Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Shareholders /claimants whose shares, unclaimed dividend, have been transferred to the aforesaid IEPF Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee, if any, as may be decided by the IEPF Authority from time to time.

6. SHARE CAPITAL:

As on March 31, 2025, the Company's issued, subscribed and paid-up Equity Share Capital stood at Rs. 47,38,77,773/-(Rupees Forty-Seven Crores Thirty-Eight Lakhs Seventy-Seven Thousand Seven Hundred and Seventy-Three) comprising of 47,38,77,773 (Forty-Seven Crores Thirty- Eight Lakhs Seventy-Seven Thousand Seven Hundred and Seventy- Three) Equity shares of Re. 1/- (Rupee One Only) each.

During the year under review, your Company has not issued any shares or convertible securities with or without differential voting rights or granted stock options.

ISSUE OF SWEAT EQUITY SHARES

During the year under review, an Extra-Ordinary General Meeting of the shareholders of the Company was convened on February 24, 2025, wherein the shareholders passed Special Resolutions, in accordance with the provisions of Section 54 and other applicable provisions of the Companies Act, 2013, for the issuance of 3,50,93,168 (Three Crores Fifty Lakhs Ninety- Three Thousand One Hundred and Sixty-Eight) Sweat Equity Shares of face value Re. 1/- each.

The said Sweat Equity Shares are proposed to be issued to Mr. Amrut Shah, Managing Director and Chairman of the Company, and Mr. Shantilal Shah, Whole-Time Director of the Company, in consideration of their continued contribution and value addition to the Company.

An in-principle application for the proposed issuance has been filed with the Stock Exchanges (i.e. BSE Limited and National Stock Exchange of India Limited) and is currently under process as on the date of this report.

7. CHANGE OF REGISTERED OFFICE:

During the year under review, there was no change in the Registered office address of the Company.

8. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there was No Change in the Nature of Business of the Company.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY- AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT:

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

10. DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES AND IOINT VENTURES:

As on March 31, 2025 the Company does not have any subsidiary or associate company, nor has it entered into any joint venture with any other entity. Therefore, a statement containing the salient features of financial statement of our joint venture in the prescribed format AOC-1 is not applicable to the Company.

> Directors

The Board of Directors of your Company has an optimum combination of Executive, Non- Executive and Independent Directors. As on the date of this report the Company has Six Directors of which three are Non-Executive Directors (including One women Directors). The Company has Three Independent Directors (including one-woman Independent Director).

> Changes in the Board during the year

During the year under review, there is no change in the Board of directors of your company.

> Directors liable to retire by Rotation

As per the provisions of the Companies Act 2013, Mr. Krunal S. Shah (DIN: 07877986), Whole- time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment. An appropriate resolution has been incorporated in the Notice convening 31^st Annual General Meeting ("AGM") for his re-appointment. The detailed profile of Mr. Krunal

S. Shah seeking reappointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM.

> Key Managerial Personnel (KMP)

During the year, Mr. Dinker Mishra, Company Secretary & Compliance Officer of the Company had resigned from the post of Company Secretary & Compliance Officer w.e.f. September 09, 2024. The Board placed on record its appreciation for the contributions and guidance made by Mr. Dinker Mishra, during his tenure as Company Secretary & Compliance Officer of the company.

Subsequently, the Board of Directors at its meeting held on September 09, 2024 and based on the recommendation of the Nomination and Remuneration Committee appointed Ms. Urmi Shah as the Company Secretary and Compliance Officer of the Company w.e.f. September 10, 2024.

As on the date of this report, the following are the key Managerial Personnel of your company:

1. Mr. Amrut Premji Shah: Chairman & Managing Director

2. Mr. Shantilal Premji Shah : Whole-Time Director

3. Mr. Krunal Shantilal Shah : Whole-Time Director

4. Mr. Hardik Amrut Shah: Chief Executive Officer

5. Mr. Divij Shantilal Shah: Chief Marketing Officer

6. Mr. Yash Raichand Shah: Chief Operating Officer

7. Mr. Rajesh Jain: Chief Financial Officer

8. Ms. Urmi Shah: Company Secretary > Board Committees

As on March 31, 2025 Company has four Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and CSR Committee. The details of the composition of the Committees, its roles and responsibilities, the number of meetings held, attendance of members at such meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability hereby confirmed that:

a) In the preparation of the annual accounts for the Financial Year ended on March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts for the Financial Year ended on March 31, 2025 on a going concern basis; and

e) The Directors had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REMUNERATION AND OTHER DETAILS:

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2025, the Board consists of six members, including one Managing Director, two Whole-Time Directors and three Independent Directors.

On the recommendation of the Nomination & Remuneration Committee (NRC), the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remuneration determined for Executive Directors, KMPs and Senior Management Personnel is subject to the recommendation of the NRC and approval of the Board of Directors. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings. The Non-Executive Directors have renounced the sitting fee for the Financial Year 2024-25. Thus, the remuneration paid to Directors, KMPs, Senior Management Personnel and all other employees are in accordance with the Remuneration Policy of the Company.

The information with respect to the Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on Company's website on www.sundaramgroups.in.

Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board and on periodic basis every year. Thus, it benefits Independent Directors with periodical updates on regulatory front, industry developments and any other significant matters of importance. The Company also issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities.

The detail of Familiarization Program is available on the Company's website on www.sundaramgroups.in.

14. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its committees, based on the evaluation criteria defined by NRC for performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed satisfaction with the evaluation process.

15. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder read with the Schedules as well as Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force). In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and fixed in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

17. FRAUDS REPORTED BY THE AUDITOR:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

18. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year under review were on an arm's length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties in terms of Section 188 of the Companies Act, 2013 and hence, Form AOC-2 pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable and does not form part of this report.

Further, there were no materially significant Related Party Transactions made by the Company during the year that required shareholders' approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website at www. sundaramgroups.in. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. The details of the Related Party Transactions are set out in the Note no. 29 to the Financial Statements forming part of this Annual Report.

Corporate Governance

Your Company is in compliance with all the applicable provisions of Corporate Governance. A report on Corporate Governance as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms part of the Annual Report. A Certificate from a Practicing Company Secretary regarding compliance with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report forming part of the Corporate Governance Report.

Disclosures required under heading "Corporate Governance" in terms of Section II Part II of Schedule V of Companies Act, 2013 are provided under corporate governance report forming part of this annual report.

A compliance certificate of the CEO and CFO of the company in terms of Schedule II Part B read with Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is annexed as Annexure-B. Also, a

declaration signed by the Chief Executive Officer stating that members of the board and senior management personnel have affirmed the compliance vide Code of Conduct of the board and senior management is attached to the report on corporate governance as Annexure-A.

Management Discussion & Analysis Report

Pursuant to Regulation 34 read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Management's Discussion and Analysis Report is given as an Annexure-3 to this report.

i) Statutory Auditor

In accordance with Section 139 of the Companies Act, 2013 and the rules made there under, M/s. Ashok Shyam & Associates, Chartered Accountants, (Firm Registration No. 011223N) was appointed as Statutory Auditors of the Company in the AGM held on September 27, 2024, from the conclusion of this Annual General Meeting until the conclusion of the 35^th Annual General Meeting of the Company to be held in the calendar year 2029. They have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules framed there under for continuation as Auditors of the Company. The Independent Auditors' Report for the Financial Year ended on March 31, 2025 on the financial statements of the Company forms part of this Annual Report.

Statutory Auditors Observations

Auditors have made the following qualifications in their Report on Financial Statements:

• The balances of trade receivables are subject to confirmations, reconciliation, and consequential adjustments if any. Further, inadequate provision has been made for trade receivables, which are outstanding since long and are to be provided for.

Observations:

• Management considers the trade receivables as good and will be able to recover the same in near future hence impact of the same can't be ascertained. Further the statement on impact of audit qualifications as required under regulation 34(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure-C.

ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Board of Directors had appointed Mr. Vishwas Sharam, Proprietor of M/s. Vishwas Sharma & Associates, Practicing Company Secretaries on November 14, 2024 as Secretarial Auditors to conduct the Secretarial Audit for FY 2024-2025 to fill the casual vacancy of secretarial auditor caused due to resignation of M/s. A. V. Shah & Associates, Practicing Company Secretaries. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit in fair and transparent manner.

The Secretarial Audit Report in the format of MR-3 issued in this regard is annexed as Annexure - 1.

The Secretarial Compliance Report for the Financial Year ended March 31, 2025, pursuant to the requirement of Regulation 24A of the Listing Regulations, in relation to compliance of all the applicable SEBI Regulations/ circulars/ guidelines issued thereunder, is set out as Annexure - 1(A) and forms a part of this Annual Report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good disclosure practice.

The Secretarial Audit Report(s) and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

Further, Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on August 12, 2025 have approved and recommended for approval of Members, appointment of M/s. GR Shah and Associates, Company Secretaries, as Secretarial Auditor to conduct the Secretarial Audit of the Company for a term of up to 5 (Five) consecutive years, to hold office from financial year 2025-26 till financial year 202930. Accordingly, a resolution seeking approval by the Members is listed in the AGM Notice as Special Business.

M/s. GR Shah and Associates have confirmed their eligibility under Section 204 of the Act and the rules framed thereunder along with Regulation 24A of the Listing Regulations for appointment as Secretarial Auditors of the Company. As required under the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Company Secretaries of India.

iii) Internal Auditor

The Company appointed M/s. F. A. Ansari & Associates, Chartered Accountants, Mumbai, as its Internal Auditor for Financial Year 2024-2025. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. There is no any adverse remark by the internal auditor.

iv) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company; hence, no such audit has been carried out during the year.

21. CREDIT RATING:

During the year, the Company has not issued any debt instruments or borrowed funds in excess of the limits which necessitate any credit rating.

22. DEPOSITS:

During the year under review company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no details to be disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules, 2014.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

24. RISK MANAGEMENT:

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and with respect to the formation of the Risk Management Committee; however, it is not applicable to the Company.

During the year under review, the Company has identified and evaluated elements of Business Risks. Business risk, inter-alia, further includes Financial Risk, Regulatory Risk, Competition Risk, Political Risk, Fidelity Risk, Environment Risk, Legal Risk etc. The Risk Management Framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanism of such risk. The Board of Directors and Senior Management currently assess the operations and operating environment to identify potential risk and take necessary action to mitigate the same. Further details on the risk management activities including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.

In accordance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members were regularly informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The Risk Management Policy has been posted on the website of the Company at www.sundaramgroups.in.

25. WHISTLE BLOWER POLICY /VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors' and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct Policy. The Policy provides for adequate safeguards against victimization

of employees, who avail of the mechanism and provides to employees' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.sundaramgroups.in.

26. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace and has in place an Anti- Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

An Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with the provisions of Section 135 of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company has constituted a CSR Committee to recommend and monitor expenditure on CSR and also approved the CSR Policy. The Company's policy on CSR is put up on the website of the Company at the link www.sundaramgroups.in.

In terms of the requirements of Companies Act, 2013, the management was not required to conduct any CSR related activities in the Financial Year 2024-2025.

28. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for Financial Year 2024-2025 will upload on the website of the Company www.sundaramgroups.in.

29. REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-2 to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are mentioned in Annexure-2 to this report.

30. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION- FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Act are given below:

> CONSERVATION OF ENERGY

Steps taken on conservation of energy and for utilizing alternate sources of energy:

The Operations of the Company are minimum energy intensive. However, Your Company is always in the lookout for energy efficient measures for operation, and values conservation of energy through usage of latest technologies for improving productivity and quality of products and services. Listed below are the initiatives introduced to enhance energy efficiency:

a) The Company has installed solar panels on the rooftops of its factory premises situated in Palghar, accelerating our transition to renewable energy sources, reducing dependence on grid power, and lowering carbon emissions.

b) Company has reduced the usage of paper in the normal course of transaction in order to save paper and save environment.

c) Company had installed highly efficient machineries which help in conservation of energy and also factory premise is equipped with energy saving lamps.

d) Installing a few LED lights in the office. The plan is to replace in phases CFL based lighting to LED based lighting which will give immense savings in electricity consumption.

e) Continuous monitoring of floor areas after normal working hours and switching off lights and Air-conditioning.

The overall effect of the above measures has led to reduction of energy consumption.

The capital investment on energy conservation equipment:

During the financial year under review, the Company installed solar panels on the rooftop of its factory premises at a total cost of Rs.98.70/- lakhs. This investment is aimed at augmenting the use of clean and renewable energy sources in the Company's day-to-day operations, thereby reducing dependence on conventional energy and contributing towards environmental sustainability. Company had also purchased new transport vehicles in order to improve the fuel and transportation efficiency and to save the environment. This will ease the transportation of goods and also will save the time. No other major capital investments were made on energy conservations equipment's during the year.

> TECHNOLOGY ABSORPTION

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. The Company is equipped with fully auto book manufacturing machine and has also adopted partly automation process. This has resulted into the reduction in the labor cost and the cycle time from raw material to the final output of the product. This technology has helped the company to increase the output with better quality and low amount of wastage.

> FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange earnings & Outgo if any, are given in notes forming parts of Financial Statements.

31. MATERIAL ORDERS OF IUDICIAL BODIES /REGULATORS:

During the year under review no any significant or material orders were passed by the Regulators or Courts or Tribunals against the Company or its Directors which may impact the going concern status of the Company or its operations in future or the Directors of the Company in any manner.

32. LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited (Scrip ID: 533166) and National Stock Exchange of India Limited (Symbol: SUNDARAM). Shareholders are requested to convert their physical holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

The ISIN of the Company is: INE108E01023

33. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Regulation 34(2) of the SEBI LODR Regulations, a cash flow statement is part of the Annual Report 2024-2025. Since, the Company has no subsidiary or associate company; the Consolidated Financial Statements of the Company for the Financial Year 2024- 2025 is not applicable.

34. PREVENTION OF INSIDER TRADING:

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Company has also put in place requisite Structured Digital Database (SDD) system for the Designated Persons (DPs) to protect the confidentiality of Unpublished Price Sensitive Information (UPSI) of the Company.

35. RECONCILIATION OF SHARE CAPITAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out by the Practicing Company Secretary, during the Financial Year 2024- 2025.

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company hereby affirm that during the year under review it has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

37. GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 31^st Annual General Meeting of the Company including the Annual Report for FY 2024-2025 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

38. OTHER DISCLOSURES/REPORTING:

Your Director's state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

ii. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

iii. There was no revision of financial statements and Boards Report of the Company during the year under review;

39. CAUTIONARY STATEMENT:

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward- looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

40. APPRECIATION:

Your directors take this opportunity to thank the employees, customers, vendors, bankers, investors of the Company and the communities in which the Company operates, for their unstinted co-operation and valuable support extended during the year.

Your directors also thank the Government of India, Government of various States in India and government departments / agencies concerned for their co-operation.

Your directors appreciate and value the contributions made by each and every member of the Sundaram family.