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

On a consolidated basis, the total income for FY 2025was ?54618.00Lakhs, increased by 9.83% over the
previous year’s 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 Company’s manufacturing
facilities to significantly reduce their carbon footprint, aligning with the Company’s 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 Company’s commitment to sustainability by using 100% recycled materials. The
Company’s 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:

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

Subam’s 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:

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.

AUDITOR’S REPORT AND SECRETARIAL AUDIT REPORT

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

DEPOSITS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS OUTGO

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

CORPORATE SOCIAL RESPONSIBILITY

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

SUBSIDIARY AND ASSOCIATE COMPANIES

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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:

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 Board’s
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

Committees of the Board

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

Audit Committee

Stakeholders’ Relationship Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Internal Complaints Committee

Audit Committee

Our Company has constituted an Audit Committee ("Audit Committee"), as per Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015; vide resolution passed at
the meeting of the Board of Directors held on May 17, 2024., which was amended vide resolution passed
at the meeting of the Board of Directors held on September 27, 2024. by

1. Mr. T. Balakumar, Managing Director was replaced by Sudha Alagarsamy and

2. the Audit Committee shall meet at least at least two times in a year and not more than one hundred and
eighty days shall elapse between two meetings. .

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

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

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

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

Meetings of Audit Committee and Quorum

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

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

Powers of Audit Committee

The Audit Committee shall have powers, including the following:

To investigate any activity within its terms of reference;

To seek information from any employee;

To obtain outside legal or other professional advice; and

To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

• Overseeing the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

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

• Reviewing and monitoring the statutory auditor’s independence and performance, and
effectiveness of audit process;

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

• Reviewing, with the management, the annual financial statements and auditor’s report thereon
before submission to the Board for approval, with particular reference to:

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

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

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

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

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

• Disclosure of any related party transactions; and

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

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

• Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter;

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

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

• Scrutinizing of inter-corporate loans and investments;

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

• Evaluating of internal financial controls and risk management systems;

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

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

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;

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

• Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the Board;

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

• Looking into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

• Reviewing the functioning of the whistle blower mechanism;

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

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

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in
the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is
lower including existing loans / advances / investments existing as on the date of coming into
force of this provision.

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

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

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

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

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

• internal audit reports relating to internal control weaknesses; and

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

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

Details of attendance at the Meeting of the Audit Committee

Stakeholders’ Relationship Committee

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

The Stakeholders’ Relationship Committee comprises:

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

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

Meetings

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

Role of the Stakeholders’ Relationship Committee

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

• Resolving the grievances of the security holders of the listed entity including complaints related
to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc.

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

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

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

Details of attendance at the Meeting of the Stakeholders Relationship Committee

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:

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:

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

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

• Devising a policy on Board diversity;

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

• Whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.;

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

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

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.

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

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.

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

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:

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:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

the Financial Statements of the Company.

PARTICULARS OF EMPLOYEE

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

RELATED PARTY TRANSACTIONS

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

COST RECORDS

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

RISK MANAGEMENT

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

EXTRACT OF THE ANNUAL RETURN

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

DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs in a fair and transparent manner by adopting highest
standards of professionalism, honesty, integrity and ethical behavior. The Company has implemented a
vigil mechanism to provide a framework for the Company’s 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 Company’s 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 Company’s objectives, projections, outlook,
expectations, estimates, among others may constitute ‘forward-looking statements’ within the meaning of
applicable laws and regulations. Actual results may differ from such expectations, projections etc.,
whether express or implied. Several factors could make a significant difference to the Company’s
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