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Company Information

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SHREE KARTHIK PAPERS LTD.

27 March 2026 | 12:00

Industry >> Paper & Paper Products

Select Another Company

ISIN No INE538D01015 BSE Code / NSE Code 516106 / SHKARTP Book Value (Rs.) 1.40 Face Value 5.00
Bookclosure 25/09/2024 52Week High 12 EPS 0.15 P/E 36.78
Market Cap. 10.26 Cr. 52Week Low 5 P/BV / Div Yield (%) 3.84 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Directors of your company take pleasure in presenting you the Thirty Fourth Annual Report and the
Audited Accounts for the year ended 31st March 2025.

FINANCIAL RESULTS AT A GLANCE (Rs. In lacs)

Particulars

2024-25

2023-24

Revenue from operations

5779.90

6483.58

Other Income

22.63

15.54

Total Income

5802.53

6499.13

Profit from operations before Finance cost, Depreciation and
Amortization Expenses and Exceptional items

159.55

224.11

Less: Finance Cost

58.32

89.91

Depreciation and Amortization Expenses

88.72

91.15

Profit/(Loss) before Exceptional items and tax

12.51

43.05

Exceptional items

9.76

Profit/(Loss) before Tax

22.27

43.05

Less: current tax

Deferred Tax

3.12

2.02

Mat

7.27

Earlier years

Profit/(Loss) after Tax

19.15

33.76

ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) has notified
the Indian Accounting Standards (Ind AS) applicable
to certain classes of companies and Ind AS has
replaced the existing Indian GAAP prescribed under
section 133 of the Companies Act 2013 read with
Rule 7 of the Companies (Accounts) Rules 2014 for
such class of companies. The company has adopted
Ind AS format with effect from April 1, 2016.

In accordance with the provisions of the Companies
Act 2013 read with the Companies (Accounts) Rules
2014, applicable accounting standards prescribed by
the Institute of Chartered Accountants of India and
the provisions of SEBI (LODR) Regulations 2015, the
audited financial results are provided in this Annual
report.

DIVIDEND

Your Directors do not recommend to pay a Dividend
for the year ended 31st March 2025.

OPERATIONS

During the year under review, the company has
achieved a turnover of Rs. 5779.90 lakhs as against
Rs. 6483.58 lakhs for the previous year.

The Net profit for the year was Rs. 19.15 lakhs as
against the Net profit of Rs. 33.76 lakhs during the
previous year.

During the year under review the turnover has
declined by 10.85% over the previous year and the
Company' earned a Net Profit of Rs. 19.15 lakhs after
tax during the year has declined by 43.28%

There was no change in the nature of business of the
company during the financial year ended 31st March
2025.

FUTURE OUTLOOK

1. Newsprint is being imported at "5%" duty at very
low rates due to dumping by foreign manufacturers
and this has depressed the demand and prices of
newsprint manufactured by Indian Paper Mills,

thereby also affecting the demand of writing
and printing paper as newsprint capacities are
being diverted to writing and printing paper
manufacture.

2. The installed capacity for writing and printing paper
has increased significantly in the last four years,
thereby affecting the demand as well as prices of
the paper manufactured by your company.

3. Measures are being taken to save costs and
rationalize operations, they are likely to yield
positive results.

TRANSFER TO RESERVES:

In view of meagre profits during the Financial Year
2024-25, the Board of Directors has decided not to
transfer any amount to Reserves during the year
under review.

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March,
2025 was Rs. 9,55,50,000/-. During the year under
review, the Company has not issued any further
shares.

PUBLIC DEPOSITS

Your company has not accepted any deposits from
the public within the meaning of Section 73 of the
Companies Act 2013 and the Companies (Acceptance
of Deposits) Rules 2014 and hence there are no
unpaid/unclaimed deposits nor there is any default
in repayment thereof.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 5 (Five) times during the
financial year2024-25. Detailsof number of meetings
of Board of Directors and committees thereof and
the attendance of the Directors in such meetings are
provided under the Corporate Governance Report.
The provisions of the Companies Act 2013 and listing
agreement were adhered to while considering the
time gap between two meetings.

COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all recommendations
made by the Audit Committee were accepted by the
Board. There were no instances where the Board
has not accepted any recommendations of the Audit
Committee.

Details of Committees of Board of Directors along with
their terms of reference, composition and meetings
held during the year, are provided separately in the
Corporate Governance Report, which forms part of
the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of Sections 134(3)(p),
149(8) and Schedule IV of the Act and Regulation
17(10) of SEBI Listing Regulations and in accordance
with the Guidance Note on Board Evaluation issued
by Securities and Exchange Board of India, the Board
has carried out an annual performance evaluation
of its own Performance, the directors individually
as well as the evaluation of the working of all Board
Committees and the Chairman of the Board. The
performance evaluation was carried out on the basis
of inputs received from all the Directors/ Members
of the Committees, as the case may be. Further
the Board's performance was evaluated based on
the criteria like structure, Governance, Dynamics,
functioning, approval and review of operations,
financials, internal control etc. The Independent
Directors of the company have also convened a
separate meeting for this purpose. All the results of
evaluation have been communicated to the Chairman
of the Board of Directors.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the
Independent Directors of the Company in terms
of Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
confirming that they meet with the criteria of
independence as prescribed under sub section
(6) of Section 149 of the Companies Act, 2013 and
Regulation 16(l)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
Independent Directors have also confirmed that they
have complied with the Company's Code of Business
Conduct 8t Ethics.

FAMILIARIZATION PROGRAMMES

In compliance with the requirements of the Listing
Regulations, the Company has put in place a
familiarization programme for the Independent
Directors to familiarize them with their roles, rights

and responsibilities as Independent Directors, the
working of the Company, nature of the industry
in which the Company operates. The same is
also available on the Company website at www.
shreekarthikpapers.in

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY COMPANY

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

MATERIAL CHANGES

There is no material change or commitments after
closure of the financial year till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed
by the Regulators/Courts/Tribunals which would
impact the going concern status and the company's
operations in future.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION AND ANALYSIS REPORT

Your Company believes that the fundamental
objective of corporate governance is to enhance the
interests of all stakeholders. The Company's corporate
governance practicesemanate from its commitment
towards discipline, accountability, transparency and
fairness. Key elements in corporate governance are
timely and adequate disclosure, establishment of
internal controls and high standards of accounting
fidelity, product and service quality.

Your Company has adopted appropriate standards
for good Corporate Governance. All the mandatory
provisions of Corporate Governance as prescribed
under the amended Listing Agreements of the Stock
Exchange, with which the Company is listed, are
complied with.Thecompany complies with Corporate
Governance requirements specified in regulation 34
read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.

A report on Corporate Governance as required
under SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 forms part of this
Annual Report

NOMINATION AND REMUNERATION
COMMITTEE POLICY

Pursuant to Section 178 (3) of the Companies Act,
2013 the Nomination and Remuneration Committee
of the Board of the Company has formulated the
criteria for Board nominations as well as policy on
remuneration for Directors and employees of the
Company.

The Remuneration policy provides the framework
for remunerating the members of the Board, Key
Managerial Personnel and other employees of the
Company. This policy is guided by the principles
and objectives enumerated in Section 178 (4) of the
Companies Act, 2013 and reflects the remuneration
philosophy and principles of the company to ensure
reasonableness and sufficiency of remuneration to
attract, retain and motivate competent resources, a
clear relationship of remuneration to performance
and a balance between rewarding short and long¬
term performance of the Company. The policy lays
down broad guidelines for payment of remuneration
to Executive and Non-Executive Directors within
the limits approved by the shareholders. The
Company has a policy on directors' appointment
and remuneration including criteria for determining
qualification, positive attributes, independence of
a director and other matters provided under sub¬
section (3) of section 178.

As per the requirements of the provisions of
the Companies Act, 2013, a Nomination and
Remuneration Committee of directors was formed
by the Board of Directors consisting of:

1. Sri P. Kanagavadivelu, Chairman (Non-Executive -
Independent) 2. Sri P. C. Narendran, Member (Non¬
Executive - Independent) 3. Sri R. Uma Shankar,
Member (Non-Executive - Independent) The said
committee has been empowered and authorised
to exercise widest power as entrusted under the
provisions of Section 178 of the Companies Act,
2013.

Remuneration Policy is annexed hereto as Annexure
6 forming part of the report.

CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION FOREIGN EXCHANGE EARNINGS AND
OUTGO

The required details in accordance with section 134
(3)(m) of the Companies Act 2013 read with Rule 8(3)
of the Companies (Accounts) Rules 2014 are given in
Annexure-1 forming part of the report.

RISK MANAGEMENT COMMITTEE

The Company has constituted a Risk Management
Committee aligned with the requirements of the
Companies Act, 2013 and Listing Regulations. The
details of the Committee and its terms of reference
are set out in the Corporate Governance Report
forming part of this Report.

The Company has established a risk management
frame work to identify, evaluate the business risks and
opportunities. The main object of the framework is
to minimise the adverse impact of the risks by taking
effective mitigating measures to retain the business
advantages. The identified risks and mitigation
measures are reviewed by the concerned Heads and
all the risks identified and mitigation measures are
placed before the Board. Board is of the opinion that
there is no risk which affects the existence of the
Company

The risk management process of the company is
being periodically reviewed for improvement.. None
of the identified risk elements have any threat on the
sustainability of the business.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Companies Act 2013 and
Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the
details of the Management analysis and datas are
given in Annexure 2.

WEBLINK OF ANNUAL RETURN

The Annual Return of the Company for the financial
year 2024-25 as required under Section 92(3) read
with Section 134(3)(a) of the Companies Act, 2013 is
available on the website of the Company at the link
www.shreekarthikpapers.in.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal
Financial Controls with reference to Financial
Statements. The Internal Audit objectives, scope,
functioning, periodicity and methodology is defined
in the Internal Audit Programme. The quarterly
Internal Audit Report is placed before the Audit
Committee of the Board. The Internal Auditors
monitor the adequacy of Internal Control Systems,
Accounting Procedures and Policies of the Company
and corrective actions based on the observations
are taken wherever necessary. During the year, such
controls were reviewed and no reportable material
weakness in the system or operation was observed
by the Audit Committee.

VIGIL MECHANISM

In compliance with the provisions of Section 177 of
the Companies Act 2013 and Regulation 22 of SEBI
Listing Regulations, the company has established a
vigil mechanism to provide a frame work to promote
responsible and secure whistle blowing and to provide
a channel to the employees and Directors for reporting
to the management concerns about unethical
behaviour, actual or suspected fraud or violation
of the code of conduct or policy of the company as
adopted/framed from time to time. The details of
Vigil Mechanism is given in Corporate Governance
Report which forms part of this Annual Report. The
Whistle Blower Policy is available in the website of the
company at www.shreekarthikpapers.in

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company does not have any joint venture,
subsidiary or associate company.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies
Act, 2013, your Directors wish to confirm that -

i) In the preparation of the annual accounts for
the year ended 31st March 2025, the applicable
Accounting Standards have been followed and
there are no material departures from those
standards.

li the Directors have selected 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/(Loss) of the Company for that period.

lii The Directors have taken proper and sufficient care
as warranted for the maintenance of adequate
accounting records in accordance with the
provisions of this Act in safeguarding the assets
of the Company and for preventing/detecting any
incidence of frauds and other irregularities.

Iv The Annual Accounts have been prepared on a
going concern basis.

v. The Directors had laid down internal financial
controls to be followed by the company and that
such internal controls are adequate and were
operating effectively

vi. 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of the Companies Act
2013, Smt. Selvambal Sengottu Velu holding DIN No.
01740974 retire from the Board of Directors of the
company by rotation at the ensuing Annual General
Meeting and being eligible has offered herself for
re-appointment.

Pursuant to Regulation 17(1A) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (as amended), a Non-Executive
Director of the Company who has attained the age of
75 years cannot continue to act as a Non-Executive
Director in the Company unless the approval of the
Members is obtained through a special resolution.

Smt. Selvambal Sengottu Velu who has attain the age
of 75 years on 15/07/2025 and accordingly, pursuant
to the said regulation, the approval of the Members
by a special resolution is required to be obtained to
enable Smt. Selvambal Sengottu Velu to continue
her directorship in the Company.

The Company has received individual declaration
from following Independent Director(s) of the
Company stating that they meet the criteria of
independence as provided under Sub-section (6) of
Section 149 of the Act and Regulation 16(l)(b) of the
SEBI Listing Regulations:

l.Sri P. Kanagavadivelu 2) Sri P.C. Narendran and 3)
Sri R. Uma Shankar

The company has received individual affirmation

from all the Directors and Senior Management
Personnel of the company stating that they have fully
complied with the provisions of the Code of Conduct
for the Board of Directors and Senior Management
Personnel of the company during the Financial Year
ended 31st March 2025.

Sri Vignesh Velu, Chairman and Managing
Director, Smt. Ranisri, Chief Financial Officer and
Sri V. Rajan, Company Secretary are the Key
Managerial Personnel (KMP) of the company as per
section 203 of the Companies Act 2013.

Key Managerial Remuneration details are given in
Annexure 5 forming part of the report.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on
arm's length basis and are in compliance with the
applicable provisions of the Act and the Listing
Agreement. The disclosure is being made as a matter
of prudence. All the transactions have been done in
the ordinary course of business.

The transactions entered by the company with the
related parties during the financial year 2024-25 are
in the ordinary course of business and at arm's length
basis. The particulars of related party transactions
is provided in the Form AOC2 and annexed to the
Board's Report as Annexure 3.

AUDITORS

The Members vide resolution dated 23rd September,
2024 had appointed M/s. Paul & Aravind LLP.,
Chartered Accountants (Firm Registration
No.013722S), Coimbatore as statutory auditors of
the Company from the conclusion of 33rd Annual
General Meeting (2024) till the conclusion of 38th
annual General Meeting (2029) subject to ratification
of such appointment by members at every AGM.
The requirement to place the matter relating to
appointment of auditors for ratification by Members
at every AGM has been done away by the Companies
(Amendment) Act, 2017 with effect from May 7,
2018.

Subsequently SEBI has issued a circular stating that
the Statutory Auditors should have a Peer Review
Certificate from 2023 onwards. Accordingly, auditors
having Peer Review Certificate was appointed and
no resolution is being proposed for ratification of
appointment of statutory auditors at the 34th AGM.

The Company has received a Certificate from the
Statutory Auditors to the effect that their continued
appointment as the Statutory Auditors of the
Company, would be within the limits prescribed
under Section 139 of the Companies Act, 2013.

AUDITOR'S REPORT

The notes on financial statements referred to in the
Auditor's Report are self-explanatory and do not call
for any further comments and explanations. The
Auditor's Report does not contain any qualification,
reservation or adverse remark.

NO FRAUDS REPORTED BY THE AUDITORS

There is no instance of frauds reported by the
Statutory Auditors of the company for the Financial
Year under review under section 143(12) of the
Companies Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of
the Companies Act 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules 2014, the Company has appointed
Sri S. Rengasamy, Company Secretary in practice to
undertake the Secretarial Audit of the company for
the year 2024-25. The Report of the Secretarial Audit
Report is annexed herewith as Annexure 4.

STATEMENT ON COMPLIANCE WITH SECRETARIAL
STANDARDS

The Directors have devised proper systems to
ensure compliance with the provisions of applicable
Secretarial Standards and that such systems are
adequate and operating effectively. The Company is in
compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of
India.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197
(12) of the Companies Act 2013 read with Rule 5
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 in respect of
the employees of the company is annexed herewith
"Annexure 6

None of the employees of the company were in
receipt of monthly or yearly remuneration in excess

of the limits specified under the Companies Act
2013 and Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules 2014.

Company is not paying any commission to its
Directors/Whole time Director and Managing
Director of the company.

LISTING

Your company's shares are listed in BSE Limited. The
listing fee to BSE Limited has been duly paid. The
shares are regularly traded in BSE Ltd. and were not
suspended at any time during the year.

CEO/CFO CERTIFICATION

As required under SEBI (Listing Obligations and
Disclosure Requirements) Rules 2015, the Chairman
and Managing Director (Chief Executive Officer) and
the Chief Financial Officer have furnished necessary
certificate to the Board on the financial statements
presented.

DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE

As per the provisions of the Sexual Harassment of
Women at work place (Prevention, Prohibition and
Redressal act, 2013 no cases of sexual harassment
of women at work place were neither reported nor
redressed for the relevant year.

INDUSTRIAL RELATION

Relationship with employees was cordial throughout
the financial year.

ACKNOWLEDGMENTS

Your Directors record with a deep sense of gratitude to
the working capital bankers for the excellent support
and cooperation rendered by them to the company.
Your Directors are thankful to its valuable customers,
esteemed stakeholders and business associates for
their continued support and the confidence reposed
in the Company and its Management.

For and on behalf of the Board of Directors

Vignesh. Velu

Place : Coimbatore DIN No. 03505424

Date : 28.05.2025 Chairman and Managing Director