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Shree Ajit Pulp & Paper Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 249.09 Cr. P/BV 0.93 Book Value (Rs.) 300.73
52 Week High/Low (Rs.) 280/275 FV/ML 10/1 P/E(X) 26.43
Bookclosure 30/09/2024 EPS (Rs.) 10.56 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting their Thirtieth (30th) Annual Report and the Audited Financial Statements for the financial year ended
on 31st March, 2025, together with the Independent Auditors’ Report thereon.

Financial Results:

Particulars

Consolidated

Standalone

Financial Year Ended
on 31-03-2025

Financial Year Ended

on 31-03-2024

Financial Year Ended
on 31-03-2025

Financial Year Ended

on 31-03-2024

Revenue from operations

50,550.90

29,450.83

50,550.90

29,450.83

Other income

190.26

667.86

185.20

663.40

Total income
Expenses

50,741.16

30,118.69

50,736.10

30,114.23

Operating expenditure

45,440.46

27,371.32

45,439.88

27,370.74

Depreciation and amortization expenses

1635.42

911.65

1635.42

911.65

Total expenses

47,075.88

28,282.97

47,075.39

28,282.39

Profit before finance cost and tax

3,665.28

1,835.72

1,831.84

1,831.84

Finance costs

2254.65

739.65

2254.65

739.65

Share of (loss)/ profit of joint venture
accounted for using equity method

-

33.49

-

-

Profit before tax (PBT)

1,410.63

1,129.56

1,406.15

1,092.19

Current tax expenses

248.17

204.65

246.99

203.62

MAT Credit Reversal / (Entitlement)

(247.42)

(192.00)

(247.42)

(192.00)

Deferred tax expenses

414.38

291.96

414.38

291.96

Profit for the year

995.50

824.95

939.77

788.61

Total comprehensive income for the year

996.15

797.71

761.37

761.37

Transfer to reserve:

The Company was not required to transfer any amount to any reserves during the year.

Industry Scenario and State of Company1 s Affairs:

The Performance of your Company during F.Y 2024-2025 is given above.

The Company has closed its books of account with a Profit of Rs. 9,39,12,000/- (Rupees Nine Crore Thirty-Nine Lakhs Twelve Thousand Only) for
the financial year ended 31.03.2025 as compared to the Profit of Rs. 7,88,61,000/- (Rupees Seven Crore Eighty-Eight Lakhs Sixty One Thousand
Only) for the financial year ended 31.03.2024.

Dividend:

The company anticipates significant capital expenditure and investment requirements in upcoming period to support growth initiatives and
operational efficiency. Retaining earnings will enable us to fund these strategic investments effectively. Hence your company does not recommend
any dividend for the financial year 2024-25.

The Company has not paid any Interim Dividend during the financial year under review.

Fund Raising (Rights Issue):

The Board, at its meeting held on 14th July, 2023, approved the issuance of equity shares of the Company by way of a rights issue to the existing
shareholders of the Company for an amount not exceeding '35 crores. Subsequently, the Right Issue Committee of the Board approved the
allotment of35,71,133 partly paid Equity Shares having face value of '10 each for an amount aggregating to '28.56 crores at an issue price of ' 80 i.e.
at a premium ' 70 per equity shares ('48 per share payable as application money and ' 32 per share payable on first and final call) on a rights basis.
The said issue opened for subscription by shareholders on January 30, 2024 and closed on February 20, 2024. The shares were allotted to the
shareholders on February 26, 2024.

In year F.Y. 2024-2025 company has called for first and final call for remaining ' 32, window was kept open from 15 th July 2024 to 29th July, 2024.
Company has applied for 32,616 Shares for forfeiture of shares on 25th February, 2025 for those shareholder who has failed to pay Final demand
cum forfeiture notice dated 25 th November 2024 which was kept open form 25 th November 2024 to 9th December, 2024.

The funds raised by the Company through aforesaid Rights Issue, have been utilised for the objects stated in the Letter of Offer, dated January 15,
2024 and no deviation from stated purposes has taken place.

Capital Structure:

During the year under consideration, the Company has not changed its capital structure and the authorized and paid-up share capital as on 31st
March 2025 stands as follow:

The Authorized Share Capital of the Company is Rs.15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs)
Equity Shares of Rs. 10/- (Rupees Ten) each.

The issued Share Capital of the Company is Rs. 8,92,78,330 (Rupees Eight Crore Ninety-Two Lakh Seventy-Eight Thousand Three Hundred Thirty
only) divided into 89,27,833(Eighty-Nine Lakh Twenty-Seven Thousand Eight Hundred Thirty-Three) Equity Shares of Rs. 10/- (Rupees Ten) each.
The subscribed and fully paid up share capital of the Company is Rs. 8,89,52,170 (Rupees Eight Crore Eighty-Nine Lakh Fifty-Two Thousand One
Hundred Seventy only) divided into 88,95,217 (Eighty-Eight Lakh Ninety-Five Thousand Two Hundred Seventeen) Equity Shares of Rs. 10/-
(Rupees Ten) each.

The subscribed and partly paid-up share capital of the Company is Rs. 3,26,160 (Rupees Three Lakh Twenty-Six Thousand One Hundred Sixty
only) divided into 32,616 (Thirty-Two Thousand Six Hundred Sixteen) Equity Shares of Rs. 10/- (Rupees Ten) each.

Management Discussion and Analysis:

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (LODR Regulation) read with Schedule V thereto, forms part of this
Annual Report.

Corporate Governance:

Your Company is committed to maintain the steady standards of corporate governance and adhere to the corporate governance requirements set
out under extant law. The Report on corporate governance as stipulated under Regulation 34 of the SEBI Listing Regulations read with Schedule V
thereto is placed in a separate Section forming part of the Annual Report.

Compliance Certificate from practicing company secretaries regarding compliance of conditions of corporate governance is attached herewith.
Finance:

The repayment of due loan installments and interest payment is being regularly done.

Subsidiary Company, Joint Venture and Consolidated Financial Statements:

The Company has One Subsidiary Company i.e. Shree Samrudhi Industrial Papers Private Limited which has not yet commenced any business as
on 31st March, 2025. Further, the Company has One Joint Venture named Shree Samrat Pulp and Paper LLP (formerly known as Shree Samrat
Pulp and Paper Private Limited) as on 31st March, 2025.

As required by Section 129 (3) of the Companies Act, 2013 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Consolidated Financial Statements for the year ended on 31st March, 2025, prepared in accordance with the relevant
accounting standards as prescribed under Section 133 of the Companies Act, 2013 and the Auditors report there on are attached.

As required by first proviso of Section 129 (3) of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014, the statement
containing the salient features of the financial statements of the Company’s subsidiary (Shree Samrudhi Industrial Papers Private Limited) and
joint venture (Shree Samrat Pulp and Paper Private LLP), in form AOC-1 is also attached. The statement also provides the details of performance
and financial position of the said subsidiary Company and joint venture LLP.

Shareholders interested in obtaining a copy of the annual audited financial statements of the subsidiary Company may write to the Company and
provide their Email ID.

Directors and Key Managerial Personnel:

During the Financial year ended on 31st March, 2025, and up to the date of this report, there has been no change in the composition of the Board
of Directors.

Sr. No.

DIN

Name

Beginning Date

End Date

1.

01044910

Bela Shah

07/02/2015

-

2.

00397319

Gautam Shah

01/07/2010

-

3.

03265992

Yogesh Valjibhai Kabaria

02/12/2020

-

4.

08840684

Goutam Majumder

05/03/2024

-

5.

*****7355H

Chinmay Methiwala

27/06/2024

-

6.

01824382

Surekh Rameshchandra Desai

23/03/2024

-

7.

07874899

Reema Kalani

23/03/2024

-

However, the following change(s) took place in the Key Managerial Personnel of your Company:

Sr. No.

Name of Key Mangerial
Personnel

Nature of Change

Mode of Appointment /Cessation

Effective date of change

1.

Chinmay Methiwala

Appointment of Company Secretary

By Board of Directors

27/06/2024

Directors Holding in the Company:

The details of shares/securities held by the Directors who have served the Company during the Financial Year under review or any part thereof are

as follows:

Sr. No.

Name of the Directors

Designation

Type of securities held (Equity
shares/ Preference Shares/ Debentures)

No. of securities held

1.

Gautam Shah

Managing Director

Equity shares

18,49,402

2.

Bela Shah

Whole time Director

Equity shares

6,72,899

Directors and Key Managerial Personnel:

During the Financial year ended on 31st March, 2025 and up to the date of this report, no changes took place in the Compositions of the Board of
Directors and Key Managerial Personnel of your Company;

Directors Retire by Rotation:

In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Goutam Majumder,
Executive Director (DIN: 08840684) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re¬
appointment. The Board recommends his re-appointment for the approval of the members of the Company.

The disclosures required pursuant to Regulation 36 of the Listing Obligation and Disclosure Requirement Regulations, 2015 and Secretarial
Standard is given in the Notice of AGM, forming part of the Annual Report and in the Corporate Governance Report, forming part of the Annual
Report. Attention of the Members is also invited to the relevant items in the Notice of the AGM.

Declaration by Independent Director:

The terms and conditions of appointment of Independent Directors are in accordance with the Listing Regulations and also as per the provisions
of the Companies Act, 2013 (“Act”) read with Schedule IV to the Act.

The Company has received annual declaration from all the Independent Directors that they meet the criteria of independence as prescribed u/s
149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure) Regulations, 2015 and there has been no
change in the circumstances which may affect their status as Independent Director during the year.

Your Company has also received confirmation that Independent Directors are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact his ability to discharge their duties with an objective independent judgment and without any
external influence and that he/she is independent of the management. They have also complied with the Code for Independent Directors
prescribed in Schedule IV to the Act and Code of Conduct for directors and senior management personnel formulated by the company.

All the Members of the Board and the Management Committee have affirmed their compliance with the Code of Conduct as on 31st March, 2025
and a declaration to that effect, signed by the chairman, is attached and forms part of this Report.

All the Independent Directors have applied to Indian Institute of Corporate Affairs for inclusion of their names in the data bank and submitted
the declaration in this regards to the Company.

Statement regarding Opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency) of the Independent
Directors Appointed during the year:

The Board of Directors are collectively responsible for selection of a member on the Board. The Nomination and Remuneration Committee of the
Company follows a defined criterion for identifying, screening, recruiting and recommending candidates for election as a Director on the Board.
Board of directors is of opinion that Independent Directors of the Company possesses requisite qualification, experience and expertise which will
help in the development of the Company.

Meetings

A. Board Meeting

The Board of Directors of the Company met “08” times during the year under review on 29/05/2024, 27/06/2024, 14/08/2024,
21/08/2024, 30/08/2024, 14/11/2024, 24/12/2024 and 14/02/2025 in respect of which proper notices were given and the proceedings
were properly recorded, signed and maintained in the minute’s book kept by the Company for the purpose. The intervening period between
the Board Meetings were well within the maximum time between the two meetings prescribed under section 173 of the Companies Act, 2013.

The annual calendar of meetings is broadly determined at the beginning of each vear. The details of the meetings held during the vear are as under:

Sr. No.

Name of the Directors

No. of meetings
held during the year

No. of meetings
held during the year

No. of meetings
attended

Last AGM
attendance

1.

Gautam Shah

Managing Director

8

8

Yes

2.

Bela Shah

Whole time Directors

8

8

Yes

3.

Goutam Majumder

Executive Director (Technical)

8

8

Yes

4.

Yogesh Valjibhai Kabaria

Independent Director

8

4

No

5.

Surekh Rameshchandra Desai

Independent Director

8

6

Yes

6.

Reema Kalani

Independent Director

8

3

No

B. General Meeting:

An Annual General Meeting of the Company was held on 30th September, 2024 after giving notice to the members of the company during the
financial vear under review.

No Extra Ordinary General Meeting was conducted during the financial year under review.

C. Committees of the Board of Directors of the Company

a. Audit Committee

Audit Committee of the committee met “04” during the year under review on 29/05/2024, 14/08/2024, 14/11/2024 and 14/02/2025 The

intervening period between the committee Meetings were well within the maximum time between the two meetings prescribed under
provisions of the Companies Act, 2013. The details of the meetings held during the year are as under:

Sr. No.

Name of the Member

Category

No. of meetings held during the year

No. of meetings attended

1.

Surekh Rameshchandra Desai

Chairperson

4

4

2.

Yogesh V. Kabaria

Member

4

2

3.

Reema Kalani

Member

4

2

4.

Gautam D. Shah

Member

4

4

b. Nomination and Remuneration Committee

The committee met “01” during the year under review on 27/06/2024. The intervening period between the committee Meetings were well
within the maximum time between the two meetings prescribed under provisions of the Companies Act, 2013. The details of the meetings
held during the year are as under:

Sr. No.

Name of the Member

Category

No. of meetings held during the year

No. of meetings attended

1.

Surekh Rameshchandra Desai

Chairperson

1

1

2.

Yogesh V. Kabaria

Member

1

0

3.

Reema Kalani

Member

1

1

c. Stakeholders Relationship Committee

The committee met “01” during the year under review on 31/12/2024. The intervening period between the committee Meetings were well
within the maximum time between the two meetings prescribed under provisions of the Companies Act, 2013. The details of the meetings
held during the year are as under:

Sr. No.

Name of the Member

Category

No. of meetings held during the year

No. of meetings attended

1.

Yogesh V. Kabaria

Chairperson

1

1

2.

Gautam D. Shah

Member

1

1

3.

Surekh Rameshchandra Desai

Member

1

1

The committee met “01” during the year under review on 29/05/2024. The intervening period between the committee Meetings were well
within the maximum time between the two meetings prescribed under provisions of the Companies Act, 2013. The details of the meetings
held during the year are as under:

Sr. No.

Name of the Member

Category

No. of meetings held during the year

No. of meetings attended

1.

Gautam D. Shah

Chairperson

1

1

2.

Yogesh V. Kabaria

Member

1

1

3.

Surekh Rameshchandra Desai

Member

1

1

e. Independent Directors Committee

The committee met “01” during the year under review on 31/12/2024. The intervening period between the committee Meetings were well
within the maximum time between the two meetings prescribed under provisions of the Companies Act, 2013. The details of the meetings
held during the year are as under:

Sr. No.

Name of the Member

Category

No. of meetings held during the year

No. of meetings attended

1.

Reema Kalani

Chairperson

1

1

2.

Surekh Rameshchandra Desai

Member

1

1

3.

Yogesh V. Kabaria

Member

1

1

The committee met “06” during the year under review on 27/06/2024, 09/07/2024, 06/08/2024, 18/11/2024, 19/12/2024 and
14/02/2025. The intervening period between the committee Meetings were well within the maximum time between the two meetings
prescribed under provisions of the Companies Act, 2013. The details of the meetings held during the year are as under:

Sr. No.

Name of the Member

Category

No. of meetings held during the year

No. of meetings attended

1.

Gautam D. Shah

Chairperson

6

6

2.

Bela G. Shah

Member

6

6

3.

Surekh Rameshchandra Desai

Member

6

6

Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on 31st March, 2025 is available on the
Company’s website on https://www.shreeajit.com/investors-relation

Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 your Directors confirms based on the representations received that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to
material departures;

(b) The Directors have in consultation with Statutory Auditors, selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively during the Financial Year Ended on 31st March, 2025; and

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

Internal Financial Controls:

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the
internal financial controls environment of the Company was undertaken during the year which covered verification of entity level control, process
level control, identification, assessment and definition of key business processes and analysis of risk control matrices etc.

During the period under review, effectiveness of internal financial controls was evaluated. Reasonable Financial Controls are operative for the
business activities of the Company and no material weakness in the design or operation of any control was observed. The internal financial controls
with references to the Financial Statements are commensurate with the size and nature of the business of the Company.

Company’s Policy on Directors’ Appointment and Remuneration:

Pursuant to provisions of Section 134(3) read with Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Board of Directors, on recommendation of the Nomination and Remuneration Committee, has adopted a
policy for appointment and payment of remuneration to Directors / KMP(s) and other Senior Executives of the Company. The policy is placed on
website of the Company at www.shreeajit.com.

The Nomination and Remuneration Committee also recommends appointment and remuneration of Directors / KMP(s) and other Senior
Executives of the Company, based on expertise and experience. The Committee also ensures that the remuneration is sufficient to attract, retain
and motivate best managerial talents.

Particulars of Loans, Guarantees or Investment:

Pursuant to Section 186 of the Companies Act, 2013 and rules made thereunder, particulars of the loan given, investment made or guarantee given
or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee
or security are provided in the notes to the Financial Statements, if any.

Particulars of Contract or Arrangement Regarding Related Party:

During the Financial Year 2024-25, the Company has entered into contract / arrangement / transaction with related parties under Section 188 of
the Companies Act, 2013, details of which, as required to be provided under Section 134(3)(h) of the Companies Act, 2013 read with Rule (8)(2) of
the Companies (Accounts) Rule, 2014 are disclosed in Form No. AOC-2 and the same forms part of this report. The policy on materiality of related
party transaction is placed on website of the Company.

Further, Related Party Disclosure required pursuant to Schedule V of Listing regulation is not applicable to the Company, as there is no such
transaction during the year.

Material Changes and Commitments Affecting Financial Position of the Company:

There are no material changes and commitments affecting the financial position of the Company which have occurred between end of the financial
year of the Company and the date of this Directors’ Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under
section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as Annexure to this Report.

Change in Nature of Business:

There has been no change in the nature of Business of the Company during the financial year under review.

Corporate Social Responsibility:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 and
Schedule VII as amended from time to time, a Corporate Social Responsibility (CSR) Committee of the Board is in place comprising of the
Managing Director and two Independent Directors of the Company. The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), from time to time indicating the activities to
be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent
on CSR activities. The Annual Report for the year 2024-25 on CSR activities is annexed with this report. The detailed CSR policy is placed on the
website of the Company at https://www.shreeajit.com/uploads/policies/all/CSR_Policy_23_02_2022.pdf

Establishment of Vigil Mechanism & Whistle Blower Policy:

The Company has established a vigil mechanism for employees to report concerns about unethical behavior, actual or suspected fraud or violation
of the code of conduct and ethics of the Company. It provides for adequate safeguard against the victimization of employees who avail the
mechanism and are allowed direct access to the Chairman of the Audit Committee and Ethics Counselor of the Company. The whistle blower
policy is placed on the website of the Company at https://www.shreeajit.com/uploads/policies/all/Whistle_Blower_Policy.pdf. No personnel
have been denied access to the audit committee.

Performance Evaluation:

Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, annual performance evaluation of the Directors as
well as of the Audit Committee, Nominations and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility (CSR) Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman
and Non-Independent Directors was carried out by the Independent Directors.

Particulars of Remuneration:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 made there under, in respect of employees of the Company is as follows:

1. (i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Director's Name

Ratio to median remuneration

Mr. Gautam D. Shah

37.56

Mrs. Bela G. Shah

38.15

Mr. Goutam Majumder#

12.86

Note: Non-executive/ Independent Directors are not paid any remuneration except the sitting fees for attending meetings of the Board
and Committees thereof.

(ii) The percentage Increase/(Decrease) in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company
Secretary or Manager, if any, in the financial year:

Director’s/CFO/CEO/CS/Manager name

% Increase/ (Decrease) in remuneration

Mr. Gautam D. Shah, CMD

(0.33)

Mrs. Bela G. Shah, Whole-time Director & CFO

0.93

Mr. Goutam Majumder, Executive Director (Technical)

4984

Mr. Chinmay Methiwala, Company Secretary*

N.A.

Mr. Shanoo Mathew (Till 19th June, 2024)#

N.A.

Note: *Remuneration was drawn for the part of the last year only, hence it is not comparable with previous year

#Remuneration was drawn till 19th June, 2024 (Due to Resignation), hence it is not comparable for whole year
Note: Non-executive/ Independent Directors are not paid any remuneration except the sitting fees for attending meetings of the Board
and Committees thereof.

(iii) Percentage increase in the median remuneration of employees in the financial year: 10.65%

(iv) The number of permanent employees on the rolls of the Company: 274

(v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:

% Change in remuneration

Average increase in salary of employees (other than managerial personnel)

24.36%

Average increase in remuneration of managerial personnel

16.62%

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company: YES
Z. Statement pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2025:

Name and Age

Mr. Gautam D. Shah,
60 years

Mrs. Bela G. Shah,
60 years

Mr. Goutam Majumder
64 years

Designation

Chairman and Managing
Director

Whole-time Director & CFO

Executive Director

Nature of Employment

Contractual

Contractual

Contractual

Gross Remuneration

Rs. 130.72 Lakhs

Rs. 132.76 Lakhs

Rs. 44.74 Lakhs

Qualification and Experience

BE Civil / 36 years

Bachelor in Science / 23 years

Diploma (Mechanical Engineering)

Date of Joining

01-07-2005

07-02-2015

23-03-2024

Previous Employment

N.A.

N.A.

Shree Gajanan Paper and Boards Private
Limited

Percentage of equity shares held

20.72%

7.54%

Nil

Relation with Other Directors

Mrs. Bela G. Shah -Wife

Mr. Gautam D. Shah - Husband

None

Risk Management:

Pursuant to section 134(3)(n) of the Companies Act, 2013 and relevant regulations of Listing Regulations, 2015, the Company has included
appropriate procedures to inform the Board about the risk assessment and minimization procedures.

The Board periodically revisits and reviews the overall risk management plan for making desired changes in response to the dynamics of the
business.

The Company is addressing various risks impacting the paper industry. Some of the risks to which the Company is exposed are as under.

Financial Risks:

The Company’s policy is to actively manage its foreign exchange risks.

Commodity price risks:

The Company proactively manages risks of price fluctuation of raw materials through forward booking and inventory management. The
Company’s reputation for quality product mitigates the impact of price risk on finished goods.

Regulatory risks:

The Company is exposed to risks attached to various statutes and regulations. The Company is mitigating these risks by engaging competent person
in each functional area and through regular review of legal compliances carried out from time to time.

Human resources risks:

Retaining the existing talents and attracting new talents are major risks. These risks are mitigated by regular interaction with concerned employees
and providing congenial working conditions.

Public Deposit:

Your company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act, 2013, and rules made
thereunder.

Significant and Material Orders Passed by the Regulatory / Judicial Authority:

During the financial year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals that would impact
the going concern status of the Company and its future operations.

Statement of Deviation or Variation:

Disclosure pertaining to statement on deviation or variation in connection with raising of funds w.r.t. Rights Issue is as follows:

Objects for which funds have been raised and where there has been a deviation, in the following table

Original Object

Modified
Object,
if any

Original
Allocation
(' in Lakhs)

Modified
Allocation,
if any

(' in Lakhs)

Funds
Utilized
(' in Lakhs)

Amount of
Deviation/
Variation for
the quarter
according to
applicable object
(' in Lakhs)

Remarks,
if any

To meet long-term working capital requirements

None

2500.00

-

2500.00

Nil

-

General Corporate Purpose

None

311.78

-

311.78

Nil

-

Issue Expense

None

45.13

-

45.13

Nil

-

Notes: The details of funds received on allotment of 35,71,133 Equity shares are as under:

Particulars

No. of

Equity shares

Price
(in ')

Amount
(' in Lakhs)#

Remarks

Total Issue size

35,71,133

80.00

2,856.91

The Rights Equity Shares were issued as partly paid-up and
an amount of Rs.48/- (i.e. 60% of the Issue Price) per Rights
Equity Share has been received on application (of which
Rs.6/- towards face value of Rights Equity Share and Rs.42/-
towards premium amount of Rights Equity Share). The
schedule for payment of the balance amount of Rs.32/- per
Rights Equity Share would be at the sole discretion of the
Board. The Board of the Company would make the calls for
this purpose.

Application monies received towards
issued shares till March 31, 2024

35,71,133

48.00

1,714.14

First and Final call monies received
towards fully paid shares

till March 31, 2025

35,38,517

32.00

1,132.33

After serving Final Demand cum Forfeiture Notice 32,616 shares on whom Rs. 32 (Rs. 28 towards premium Rs. 4 face value)
was pending were forfeited.

#Rounded off to two decimal places
Auditors’ and Auditors’ Reports:

A) Statutory Auditor:

Your Company has, at the 28th Annual General Meeting of the Company held on 4th August, 2023, appointed M/s. G. B. Laddha & Co.
LLP, Chartered Accountants (Firm Registration Number-120352W/W-100033) as Statutory Auditors of the Company to hold office up to
the conclusion of the 33rd Annual General Meeting at a remuneration as may be fixed by the Managing Director in consultation with the said
Auditors.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for the financial year ended March
31, 2024. No frauds have been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not require further explanation by the Board
of Directors as provided under section 134 of the Act.

B) Secretarial Auditor:

Pursuant to Section 204 of Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 your Company had appointed M/s Shilpi Thapar and Associates, Practicing Company Secretaries as Secretarial Auditor to conduct the
Secretarial Audit of the Company form the Financial Year 2025-26 to Financial Year 2029-30 subject to approval of Shareholders in ensuing
Annual General Meeting.

The report of Secretarial Auditor is annexed with this report. The report does not contain any qualification, reservation or adverse remark.

C) Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had
appointed M/s. JBR & Co LLP (FRN: W100959), Chartered Accountant in the Board of Directors’ meeting held on 14/02/2025, to conduct
Internal Audit for the financial year 2024-25.

D) Cost Auditor:

Section 148 of the Companies Act 2013 read with Rules made thereunder mandates every Company belonging to category prescribed in the
Rules to undertake a Cost Audit. The company is not required to mandatorily appoint Cost Auditors and maintain cost records as per section
148(1) due to nature of business activities of the Company.

E) Annual Secretarial Compliance Report:

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars /
Guidelines issued thereunder.

The Annual Secretarial Compliance Report dated 12.05.2025 was issued by Ms. Shilpi Thapar of M/s Shilpi Thapar and Associates,
Practicing Company Secretaries, Ahmedabad and the same was submitted to the stock exchange within 60 days of the end of the financial
year.

Secretarial Standards:

The Company has complied with the applicable Secretarial Standards-1 & 2 issued by the Institute of Company Secretaries of India in respect of
Meetings of Board of Directors and General Meeting respectively.

Maintenance of Cost Records:

The Maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Insider Trading Regulations and Code of Disclosure:

The Board of Directors have accepted the Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information and
Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insider in accordance with the requirement of
SEBI (Prohibition of Insider Trading) Regulations, 2015, which is available on website of the Company at
https://www.shreeajit.com/uploads/policies/all/Code-of-fair-disclosure-upsi-from-01-04-2019.pdf

Details of application made or any proceedings pending under Insolvency and Bankruptcy Code, 2016:

There was no application made or proceedings pending under Insolvency and Bankruptcy Code, 2016 during the period under review.

The details of difference between amount of the valuation done at the time of one- time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof:

There has been no instance of one-time settlement during the year.

Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 of the Companies Act 2013.

the Company has used accounting software’s for maintaining its books of account for the financial year ended March 31, 2025 which has a feature
of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.
Further, there are no instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2024, reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the
financial year ended March 31, 2025.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company’s goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual
preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up

a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“PoSH Act”). Further, the Company has complied with the provisions under the PoSH Act relating to the
framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under
review. OR The following is a summary of complaints received and resolved during the reporting period:

Sr. No.

Nature of Complaints

Received

Disposed-Off

Pending

1.

Sexual Harassment

0

0

0

2.

Workplace Discrimination

0

0

0

3.

Child Labour

0

0

0

4.

Forced Labour

0

0

0

5.

Wages and Salary

0

0

0

6.

Other HR Issues

0

0

0

Disclosure under the Maternity Benefit Act 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been
extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period,
and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to
fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable
laws.

Policy on Determination of Materiality of Event / Information:

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to disclose any of the events or
information which, in the opinion of the Board of Directors of the Company is material in the terms of requirement of Regulation 30 of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, which is available on the website of the Company
https://www.shreeajit.com/investors-relation.

Website of your company:

Your Company maintains a website www.shreeajit.com where detailed information of the Company and specified details in terms of the
Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.

Acknowledgement:

The Directors wish to express their gratitude to the State and Central Governments, lending Financial Institutions, Banks & Stock Exchange for
their continued support during the year. The Directors wish to convey their thanks to the valued shareholders, customers, dealers and suppliers for
their continued patronage during the year under review and record their appreciation of the contribution made by all the employees during the
year.

For and on behalf of the Board of Directors

Gautam D. Shah Bela G. Shah

Place: Vapi Chairman and Managing Director Whole-time Director and CFO

Date: 14th August, 2025 DIN: 00397319 DIN: 01044910


 
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