A Oneindia Venture

Get Updates

Get notified about market trends, financial advice, and investment tips!

Sensex 76,913.50 -0.75% ↓ Nifty 23,997.55 -0.74% ↓ 22k Gold ₹ 13,785/gm Silver ₹ 2,55,000/kg Petrol ₹ 103.54 Diesel ₹ 90.03 LPG ₹ 912.50 Crude Oil $ 110.88 USD ₹ 94.91

డైరెక్టర్ల నివేదిక Subam Papers Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Twenty First Annual Report on the affairs of the Company
together with Board''s 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

	Standalone		Consolidated
	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 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 yearâs 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 year''s 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 industry''s 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 industry''s growth trajectory. Furthermore,
the increasing market size of packed food products, projected to reach US$ 3.4 billion by 2027,
underscores the industry''s 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
India''s economic landscape. Investments/ Developments.

Sector Outlook

The outlook for the paper and packaging industry in India is optimistic, driven by several factors
including the country''s 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 Companyâs manufacturing
facilities to significantly reduce their carbon footprint, aligning with the Companyâs 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 Companyâs commitment to sustainability by using 100% recycled materials. The
Companyâs 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 Subam''s 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 Subam''s 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 company''s 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

Subamâs 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.

AUDITORâS REPORT AND SECRETARIAL AUDIT REPORT

The statutory Auditorâs report and the Secretarial Auditorâsreport 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 âAnnexure Aâ.

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.

DIRECTORSâ 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 Boardâs
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

Sr No	Name of Director	Director since	Capacity	DIN	Number of Board Meetings		No. of other Direct orship s	Remuneration			No. of shares held in and convertible instruments held in the Company
Sr No	Name of Director	Director since	Capacity	DIN	Held	Attended	No. of other Direct orship s	Salary and other compensati on	Sitting Fee	Commissio n
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
4	Chelladurai 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

Stakeholdersâ 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:

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

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

â¢ Reviewing and monitoring the statutory auditorâs independence and performance, and
effectiveness of audit process;

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

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

â¢ Matters required to be included in the Directorâs Responsibility Statement to be included in the
Boardâs report in terms of clause (c) of sub-Section 3 of Section 134 of the Companies Act, 2013,
as amended;

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

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

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

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

â¢ Disclosure of any related party transactions; and

â¢ modified opinion(s) in the draft audit report.

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

â¢ 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;

â¢ 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;

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

â¢ Scrutinizing of inter-corporate loans and investments;

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

â¢ Evaluating of internal financial controls and risk management systems;

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

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

â¢ 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;

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

â¢ 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;

â¢ 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;

â¢ 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;

â¢ Reviewing the functioning of the whistle blower mechanism;

â¢ 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

â¢ 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.

â¢ 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.

â¢ 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:

â¢ management discussion and analysis of financial condition and results of operations;

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

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

â¢ internal audit reports relating to internal control weaknesses; and

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

â¢ 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

Stakeholdersâ Relationship Committee

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

The Stakeholdersâ 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
Stakeholdersâ Relationship Committee.

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

Meetings

The Stakeholderâs 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 Stakeholdersâ Relationship Committee

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

â¢ 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.

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

â¢ 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.

â¢ 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 Meeting the St Relation Commit Held	of s of akeholders ship tee 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.

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:

â¢ 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;

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

â¢ Devising a policy on Board diversity;

â¢ 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;

â¢ 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.;

â¢ 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
Sr No.	Name ofDirector	Capacity	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.

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/ ExtraÂ¬ Ordinary)	Date and Place	Special resolutions Passed
1.	Extra Ordinary	06/05/2024,	Increase the Authorised Share Capital from
	General Meeting	Registered office T1runelveli	Rs.2,05,00,000/- to Rs.25,05,00,000
2.	Extra Ordinary	18/05/2024,	1 .Initial Public Offering of Equity Shares of the
	General Meeting	Registered office T1runelveli	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 (âthe Actâ), 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 Companyâs 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 Companyâs 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 Companyâs objectives, projections, outlook,
expectations, estimates, among others may constitute âforward-looking statementsâ 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 Companyâs
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

_{D 02}/₀₉/₂₀₂₅ T Balakumar Ramasubbu Venkatesh

^{Date: 02/09/2025} DIN:00440500 DIN:00951835

Mar 31, 2024

Your Directors have pleasure in presenting the Twentieth (20^th) Annual Report on the Affairs
of the Company together with Board''s Report and the Audited Financial Statements of the
Company for the Financial Year ended March 31, 2024 together with the reports of the
Auditors thereon.

1. FINANCIAL RESULTS;

The financial results of the Company forthe year ended March 31,2024,as compared with the
previous Financial Year are as under:

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

fRs in Lakhs:)

PARTICULARS	Standalone		Consolidated
	Financial	Financial	Financial	Financial
	Year	Year	Year	Year
	2023-24	2022-23	2023-24	2022-23
Revenue horn operations	44,767.83	44,525.86	49,386.46	50.826.89
Other income	599.99	677.47	341.68	211.88
Total income	45367.82	45203.33	49728.14	51038.77
Expenses
Operating expenditure	39224.90	42182.37	42672.14	47473.39
Depreciation and amortisation expense	964.72	1392.94	1296.72	1540.61
Total expenses	40189.62	43575.31	43968.86	49014.00
Profit before finance costs, exceptional item and tax	5178.2	1628.02	5758.28	2024.77
Finance costs	1258.70	1021.68	1767.51	1414.53
Profit before exceptional item and tax	3919.50	606.34	3991.77	610.24
Exceptional item
Prior Period Items	70.83	0.00	-95.30	3.34
Profit before tax	3848.67	606.34	3896.47	613.58
Tax expense	968.63	354.86	1070.66	515.10
Profit for the year	2880.04	251.48	2825.81	98.48

On a consolidated basis, the total income for FY 2024 was ?49,728.14Lakhs, lower by 2.64%
over the previous yearâs total income of ?51,038.77Lakhs. The Profit after tax improved
substantially from ?98.48 Lakhs during the previous year to ?2825.81 Lakhs during FY 2024.

On a standalone basis, the total income for FY 2024 was ?45,367.82Lakhs, higher by
0.36%over the previous yearâstotal income of ?45,203.33Lakhs. The profit after tax (PAT)
for FY 2024 improved substantially to ?2880.04 Lakhs from ? 251.48 Lakhs during FY 2023.

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Industry Overview

The paper and packaging sector in India is growing rapidly and has significant potential for
future expansion. The industry was valued at $50.5 billion in 2019 and is anticipated to reach
$204.81 billion by 2025, registering a CAGR of 26.7% from 2020 to 2025. 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.

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 manufactures, 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 tire company
on the principle of recycling. TheCompany 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 Companyâs manufacturing facilities to significantly reduce their
carbon footprint, aligning with the Companyâs goals of sustainable and eco-friendly
operations.

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 installed capacity for Kraft Paper was 300 metric tons per day and for Duplex Board, the
installed capacity was 140 MTPD. The Company is in the process of expanding its production
capacity which includes Expanding PM-1 (Duplex Board) to 180 MTPD and PM-2, (Kraft
Paper) to 360 MTPD. Further, the Company is also setting up Multigrade paper plant (PM-3)
with capacity of 350 MTPD in its wholly owned subsidiary Subam Paper and Boards Private
Limited. Over the years, the consolidated production capacity has grown substantially and is
expected to reach more than 1,000 Metric tons per day by fourth quarter of FY 2024-25 after
the current capacity expansion is completed.

The Company is in the process of raising funds through an Initial Public Offering for funding
the above proposed capacity expansion. In this regard, the Company has been converted from
a Private Limited Company to a Public Company w.e.f. May 15, 2024 and the Company has
filed the Draft Red Herring Prospectus (DRHP) with the Bombay Stock Exchange.

The Company is located at Tirunelveli, Tamil Nadu and is also in proximity to the Harbor 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.

Future Business Outlook

The products manufacturedby the Company are used in various industries, including
automobiles, textiles, FMCG, food, distilleries, pharmaceuticals, electrical and electronics,
printing and more, where packaging is indispensable. Paper products play a pivotal role in
packaging across sectors, from biscuit wrappers to marriage invitations, showcasing the
versatility and significance of our offerings across diverse industries.

The Company aims to shift from solely focusing on paper manufacturing to incorporating
value-added paper products and packaging solutions like corrugated boxes, paper cones, paper
tubes and paper cores manufactured by the Subsidiaries and Group Companies. By
diversifying the offerings, the Company aims to cater to the evolving needs of its clientele and
enhance its presence among larger corporations. For instance, the Company has successfully
started supplying to major corporations such as Britannia and United Breweries Companies,
targeting direct engagement with key players rather than intermediaries like middle-level
corrugators. By supplying directly to these corporate giants, the Company ensures reliability,
cost efficiency, and larger volume transactions, positioning itself as preferred supptfesgfgyfer^
smaller vendors.

((sf xY^\\

The current challenges in maritime logistics, particularly the reliance on transhipment
through ports like Columbo, Singapore, Jebel Ali, significantly inflate the costs associated
with importing and exporting goods. With vessels often needing to transfer cargo to smaller
vessels for onward transportation to destinations like Mumbai and Mundra, Tuticorin in this
process incurs substantial expenses. As a result, the container height costs to ports such as
Nbava Sheva, Mundra, and Tuticorin are notably higher compared to destinations like
Singapore. The upcoming Vizhinjam Seaport in Thiruvananthapuram is set to have a
significant impact on our Indian sea trade and Company''s operations. Designated as a
transhipment hub with the capacity to manage ultra-large ships, this state-owned facility,
managed by the Adani Group under a 40-year agreement with the Government of Kerala and
Government of India, is strategically positioned to compete with international ports like
Colombo, Salalah, Dubai, and Singapore for container transhipment. Its proximity to the
Company, situated just 150 km away, positions the Company to benefit from the anticipated
reduction in logistics costs once the port becomes fully operational by December 2024.

Vizhinjamâs status as the gateway to the Southern States, which contribute to 31% of India''s
GDP, will further enhance the Companyâs competitiveness in both domestic and global
markets. This reduction in container freight costs will not only facilitate re-export to Europe
but also expand the Companyâs market reach, leading to improved company profits and a
stronger market presence.

3. TRANSFER TO RESERVES

The Company has not transferred to any amount to General Reserve for the financial year
under review.

4. DIVIDEND

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

5. CHANGE IN NATURE OF BUSINESS. TF 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.

6. CHANGES IN SHARE CAPITAL. IF ANY

There is no change in the share capital of the Company during the year ended March 31
2024.

In accordance with Ministry of Corporate Affairs notification dated 27¹¹â October2013 for
amending Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company
had to apply for converting its shares in dematerialized form. To comply with the above, the
Company has dematerialized its shares.

The Company has appointed Bigshare Services Private Limited as its Registrar and Share
Transfer Agent (RTA) and NSDL as its Depository Participant (DP).

The Authorized Share Capital of the Company has been increased from f 2,05,00,000 /-
(Indian Rupees Two Crore Five Lakhs Only) divided into 20,00,000 (Twenty Lakhs) Equity
Share of ? 10/- (Indian Rupees Ten Only) each and 50,000 (Fifty Thousand) 12% Non-
Cumulative Redeemable Preference Shares of f 10/- (Indian Rupees Ten Only) each to f
25,05,00,000 /- (Indian Rupees Twenty-Five Crore Five Lakh Only) divided into 2,50,00,000
(Two Crores Fifty Lakhs) Equity Share of ?10/- (Indian Rupees Ten Only) and 50,000 (Fifty
Thousand) 12% Non-Cumulative Redeemable Preference Shares of f 10/- (Rupees Ten Only)
eachon May 06, 2024

Further, the Company has issued 1,46,49,048 Equity Shares as Bonus Issue having Face
Value of ? 10.00 each fully paid allotted on June 01, 2024, in the ratio of 9:1 i.e., 9 (Nine)
Bonus Equity Shares for 1 (One) equity share held by the existing equity shareholders as on
the record date i.e. May 17, 2024.

Further, the Company has issued and allotted 8,03,350 Equity Shares as preferential Issue on
June 15, 2024 having Face Value off 10.00 each

Pursuant to the above issuances, the Paid-up Share Capital of the Company as on the date of
this report stands at Rs. 17,08,00,700 comprising of 1,70,80,070 equity shares of Rs. 10 each.

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

There is material changes in the financial position of the Company pursuant to the changes in
the share capital of the Company since the end of the year ended March 31, 2024.

Also, the Company has been converted into public limited with effect from May 15,2024.

Further, the Company has filed the Draft Red Herring Prospectus on the SME Platform of
BSE Limited (âBSE SMEâ) on July 11, 2024.

8. STATUTORY AUDITORS:

M/s. CNGSN ASSOCIATES LLP, Chartered Accountants based in Chennai, Tamil Nadu
(Firm Registration No:004915S/S200036)has been appointed as Statutory and Peer Review
Auditors of the Company vide the resolution passed by the Shareholders in their Extra.

Ordinary General meeting of the Company held on March 08, 2024 in the place of
M/s. Narayanasamy Associates Chartered Accountants who tendered their resignation on
February 17,2024. and they hold the office till the conclusion of finis Annual General meeting
and they are eligible to re appoint of further period of Five Years.

The Auditors of the Company are not disqualified and have confirmed that their
appointmentis within the limits as prescribed under Section 139 of the Companies Act, 2013.

9. AUDITORâS REPORT AND SECRETARIAL AUDIT REPORT

The statutory auditorâs report and the secretarial auditorâsreport do not contain any
qualifications, reservations, oradverse remarks or disclaimer.

The Secretarial audit report is separately attached to this report

10. ACCEPTANCE OF DEPOSIT

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,
2024.

11. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,2013 read with
Rule 8 of the Companies (Accounts) Rules2014, is annexed herewith as âAnnexure Aâ.

12. CORPORATE SOCIAL RESPONSIBILITY

The report on Corporate Social Responsibility (CSR) as prescribed under the Companies
(Corporate Social Responsibility policy) 2014 is given in âAnnexure Eâ.

13. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:

As on date, the Company has two wholly owned subsidiary Company namely:

1. Subam Paper and Boards Private Limited and ^5=5;.

2. SubamAgro Ventures Private Limited

//<Â§/ (L - Y^A\

Further, as on date, the Company has two Associate Companies namely:

1. B.M.M. Paper Board Private Limited and

2. Saradhambika Paper and Board Mills Private Limited

The information as required under the first proviso to sub-Section (3) of Section 129 is given
in Form AOC - 1 in âAnnexure Câ\

14. DIRECTORSâ RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts, the applicable accounting standards have been
followedand there are no material departures;

b. 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;

c. They have taken proper and sufficient care for the maintenance of adequate accounting
recordsin accordance with the provisions of the Act forsafeguarding the assets of the
Company andfor preventing and detecting fraud and otherirregularities;

d. They have prepared the annual accounts on a goingconcem basis;

e. They have laid down internal financial controls to befollowed by the Company and such
internal financialcontrols are adequate and operating effectively;

f. They have devised proper systems to ensurecompliance with the provisions of all
applicable lawsand that such systems are adequate and operatingeffectively.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of thisreport, 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:

SNo.	Name of the Directors / KMPs	Designation
1	Mr. T Balakumar	Managing Director
2	Ms. Sudha Alagarsamy	Non-executive Director
3	Mr. Ramasubbu Venkatesh	Executive Director
4	Mr. Chelladurai GunasinghPrithiviraj	Independent Director
5	Mr. Gurusamy Rathakrishna	Independent Director
6	Mr. Mohamed Nizar Jahir Hussain	Chief Financial Officer
7	Mr. Poovalingam Nagarajan	Company Secretary

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

a) Mr. Ramasubbu Venkatesh (DIN 00951835) who was a Non-executive Directorhas been
appointedas Executive Director of the Company w.e.f. March 8,2024.

b) Ms. Sudha Alagarsamy (DIN: 01515113) has been re-designated asNon-Executive
Director instead of Whole Time Director of the Company with effect from March 8,
2024.

c) Mr. Chelladurai GunasinghPrithiviraj (DIN: 00168538) and Mr. Gurusamy Rathakrishna
(DIN: 01759564) have been appointed as Independent Directors of the Company with
effect from March 23, 2024, for a period of 5 years. Pursuant to the provisions of Section
149 of the Act,the Independent Directors have submitted declarationsthat each of them
meets the criteria of independenceas provided in Section 149(6) of the Act along with
Rulesframed thereunder.

d) Mr. Mohamed Nizar Jahir Hussain has been appointed as the Chief Financial Officer of
the Company with effect from March 08, 2024.

e) 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.

16, DIRECTOR DISQUALIFICATION

None of tire directors of the Company is disqualified as per the provision of section 164(2) of
the Companies Act, 2013 or any other law as may be applicable, as on March 31, 2024.

17. MEETING OF BOARD OF DERECTORS

During the Financial Year 2023-24, the Company heldTwenty meetings 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:

Sr. No	Date of Meeting	Number of Directors on the Board	No. of Directors who attended the meeting
1	03/04/2023	5	5
2	14/04/2023	5	5
3	12/06/2023	5	5
4	19/06/2023	5	5
5	05/09/2023	5	5
6	25/09/2023	5	5
7	06/10/2023	5	5

8	05/12/2023	5	5
9	11/12/2023	5	5
10	30/12/2023	5	5
11	02/01/2024	5	5
12	25/01/2024	5	5
13	03/02/2024	3	3
14	07/02/2024	3	3
15	12/02/2024	3	3
16	14/02/2024	3	3
17	23/02/2024	3	3
18	07/03/2024	3	3
19	22/03/2024	3	3

18. 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, tire
Boardâs 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.

The Company would take all necessary steps to comply with all the requirements of the
SEBI (LODR) Regulation, 2015 as and when made applicable.

19. COMMITTEES OF THE BOARD

The following committees have been constituted in terms of SEBI (LODR) Regulations,

2015 and the Companies Act, 2013:

a) Audit Committee

b) Stakeholdersâ Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Internal Complaints Committee ^N''(^\

(if hi

Audit Committee

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 r.nmmiftee nresentlv convrvrises the fnllrvwinp 3 CThreel directors!

Sr. No.	Name of Director	Status in Committee	Nature of Directorship
1	Mr. Gurusamy Rathakrishna	Chairman	Independent Director
2	Mr. Chelladurai GunasinghPrithiviraj	Member	Independent Director
3	Mr. T Balakumar	Member	Managing 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 4 (four) times in a year, and not more than 120 (one hundred
twenty) 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:

a) To investigate any activity within its terms of reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) 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:

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

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

c) Reviewing and monitoring the statutory auditorâs independence and performance, and
effectiveness of audit process;

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

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

i. Matters required to be included in the Director''s Responsibility Statement to be
included in the Boardâs report in terms of clause (c) of sub-Section 3 of Section
134 of the Companies Act, 2013, as amended;

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

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

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

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

vi. Disclosure of any related party transactions; and

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

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

g) 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;

h) 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;

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

j) Scrutinizing of inter-corporate loans and investments;

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

l) Evaluating of internal financial controls and risk management systems;

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

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

o) 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;

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

q) 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;

r) Discussing with statutoiy auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;

s) 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;

t) Reviewing the functioning of the whistle blower mechanism;

u) 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

v) 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.

w) 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.

x) 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:

a) management discussion and analysis of financial condition and results of operations;

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

c) management letters / letters of internal control weaknesses issued by the statutoiy
auditors;

d) internal audit reports relating to internal control weaknesses; and

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

f) statement of deviations: (a) quarterly statement of devialion(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).

Stakeholders'' Relationship Committee

The Company has constituted a shareholder / investors grievance committee

âStakeholdersâ Relationship Committeeâ to redress complaints of the shareholders. The

Stakeholdersâ Relationship Committee was constituted vide resolution passed at the

meeting of the Board of Directors held on May 17, 2024. ^

Sr. No.	Name of Director	Status in Committee	Nature of Directorship
1	Mr. Chelladurai GunasinghPrithiviraj	Chairman	Independent Director
2	Mr. Gurusamy Rathakrishna	Member	Independent Director
3	Ms. Sudha Alagarsamy	Member	Non-executive Director

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

The Stakeholders Relationship Committee shall oversee all matters pertaining to investors
of our Company. The scope and function of the Stakeholders¹ Relationship Committee and
its terms of reference shall include the following:

Meetings

The Stakeholderâs 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 Stakeholdersâ Relationship Committee

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

a) 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.

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

c) 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.

d) 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.

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
I	Mr. Gurusamy Rathakrishna	Chairman	Independent Director
2	Mr. Chelladurai GunasinghPrithiviraj	Member	Independent Director
3	Ms. Sudha Alagarsamy	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 teims 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 at least one independent director in attendance.

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

a) 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;

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

c) Devising a policy on Board diversity;

d) 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;

e) 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.;

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

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 SEBILODR for Corporate Governance.

The Corporate Social Responsibility Committee comprises the following members:

Sr. No. Name of Director Status in Nature of

___ ._____.._____________ Committee___Directorship

1 Mr. Gurusamy Rathakrishna__Chairman___Independent Director

__?__Mr. T Balakumar____Member_ Managing Director

3 Mr. Ramasubbu Venkatesh Member Executive Director

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

The CSR Committee shall -

a) 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;

b) Recommend the amount of expenditure to be incurred on the activities; and

c) Monitor 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.

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
I.	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 2023-24, your Company has not received any complaints pertaining
to sexual harassment.

The Company has in place a policy for prevention of sexual harassment in accordance with
the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition
& Redressal) Act, 2013.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186:

The particulars of loans, investments and guarantees for FY 2023-24 have been provided in
the notes to the Financial Statements of the Company.

21. 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.

22. RELATED PARTY TRANSACTIONS:

The particulars of contracts or arrangements with related parties referred to in Section 188(1)
of the Companies Act, 2013 for the Financial Year March 31, 2024in the prescribed format-
AOC2 has been enclosed with the report as âAnnexure Dâ. __

23. DISCLOSURE ABOUT COST AUDIT AND COST RECORDS:

As per the provisions of section 148 of the Companies Act, 2013 read with the Cost Audit
Orders, Cost Audit is not applicable to the Company''s products/ business for the current
financial year.

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.

24. 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.

25. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 (âthe
Act⁵), the annual return in Form MGT-7 is placed on the website of the Company and is
available at www,subampapers.com

26. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHAN1SMAVHISTLE
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 Companyâs
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 complaints received
under this category during the Financial Year ended March 31, 2024.

27. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICS1).

28. 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.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS. COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Companyâs operations in future.

30. DETAILS OF ANY PROCEEDINGS UNDER INSOLVENCY BANKRUPTCY CODE
2016

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

31. DETAILS OF ONE-TIME SETTLEMENT lOTSl

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

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF) during the financial year.

33. 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
those who have helped in the day to day management.

By Order of the Board
For Subam Papers Limited

Managing Director Director

T Balakumar /jg/ Ramasubbu Venkatesh

DIN: 00440500 â¢ )f]i DIN-.00951835

Dated: 11/07/2024

Place: Tirunelveli, Tamil Nadu

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article