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SUNDARAM MULTI PAP LTD.

23 April 2026 | 03:59

Industry >> Printing/Publishing/Stationery

Select Another Company

ISIN No INE108E01023 BSE Code / NSE Code 533166 / SUNDARAM Book Value (Rs.) 1.48 Face Value 1.00
Bookclosure 27/09/2024 52Week High 2 EPS 0.00 P/E 0.00
Market Cap. 67.76 Cr. 52Week Low 1 P/BV / Div Yield (%) 0.97 / 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 

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

1. FINANCIAL PERFORMANCE:

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

(Rupees in Lakhs except EPS)

Particulars

2024-2025

2023-2024

Revenue from Operations

12,742.55

12,705.13

Other Income

197.95

28.59

Total Income

12,940.50

12,733.73

Less: Total Expenses

13,281.97

13,056.06

Profit / (Loss) before
exceptional items and tax

(341.47)

(322.33)

Exceptional Items

170.59

185.85

Profit / (Loss) before tax

(512.07)

(508.18)

Tax expense:

Current tax

-

-

Deferred tax

-

-

Income tax for earlier years

-

-

Profit /loss for the year

(512.07)

(508.18)

EPS (Basic & Diluted)

(0.108)

(0.107)

2. SUMMARY OF OPERATIONS:

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

3. TRANSFER TO RESERVE:

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

4. DIVIDEND:

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

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

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

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

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

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

6. SHARE CAPITAL:

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

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

ISSUE OF SWEAT EQUITY SHARES

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

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

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

7. CHANGE OF REGISTERED OFFICE:

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

8. CHANGE IN THE NATURE OF BUSINESS:

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

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

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

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

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

11. DIRECTORS_AND_KEY_MANAGERIAL_PERSONNEL

INCLUDING CHANGES IF ANY:

> Directors

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

> Changes in the Board during the year

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

> Directors liable to retire by Rotation

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

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

> Key Managerial Personnel (KMP)

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

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

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

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

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

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

4. Mr. Hardik Amrut Shah: Chief Executive Officer

5. Mr. Divij Shantilal Shah: Chief Marketing Officer

6. Mr. Yash Raichand Shah: Chief Operating Officer

7. Mr. Rajesh Jain: Chief Financial Officer

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

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

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

12. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

13. POLICY_ON_DIRECTOR'S_APPOINTMENT_AND

REMUNERATION AND OTHER DETAILS:

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

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

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

Familiarization / Orientation program for Independent
Directors

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

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

14. BOARD EVALUATION:

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

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

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

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

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

15. DECLARATION BY INDEPENDENT DIRECTORS:

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

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

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

17. FRAUDS REPORTED BY THE AUDITOR:

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

18. RELATED PARTY TRANSACTIONS:

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

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

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

19. CORPORATE_GOVERNANCE_AND_MANAGEMENT

DISCUSSION & ANALYSIS REPORT:

Corporate Governance

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

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

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

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

Management Discussion & Analysis Report

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

20. AUDITORS:

i) Statutory Auditor

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

Statutory Auditors Observations

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

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

Management's_Response_for_the_Auditors

Observations:

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

ii) Secretarial Auditor

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

facilities to the Secretarial Auditor for conducting their
audit in fair and transparent manner.

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

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

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

Further, Pursuant to the amended provisions of
Regulation 24A of the SEBI (LODR) Regulations and
Section 204 of the Companies Act, 2013 read with Rule
9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors at their respective meetings
held on August 12, 2025 have approved and recommended
for approval of Members, appointment of M/s. GR Shah
and Associates, Company Secretaries, as Secretarial
Auditor to conduct the Secretarial Audit of the Company
for a term of up to 5 (Five) consecutive years, to hold
office from financial year 2025-26 till financial year 2029¬
30. Accordingly, a resolution seeking approval by the
Members is listed in the AGM Notice as Special Business.

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

iii) Internal Auditor

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

iv) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014

the Cost Audit Report is not mandatorily applicable to
our Company; hence, no such audit has been carried out
during the year.

21. CREDIT RATING:

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

22. DEPOSITS:

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

23. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

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

24. RISK MANAGEMENT:

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

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

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

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

25. WHISTLE BLOWER POLICY /VIGIL MECHANISM:

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

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

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

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

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

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

28. EXTRACT OF ANNUAL RETURN:

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

29. REMUNERATION OF DIRECTORS AND EMPLOYEES OF
LISTED COMPANIES:

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

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

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

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

> CONSERVATION OF ENERGY

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

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

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

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

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

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

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

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

The capital investment on energy conservation equipment:

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

> TECHNOLOGY ABSORPTION

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

company to increase the output with better quality and low
amount of wastage.

> FOREIGN EXCHANGE EARNINGS AND OUTGO

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

31. MATERIAL ORDERS OF IUDICIAL BODIES /REGULATORS:

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

32. LISTING AND DEMATERIALISATION:

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

The ISIN of the Company is: INE108E01023

33. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

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

34. PREVENTION OF INSIDER TRADING:

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

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

35. RECONCILIATION OF SHARE CAPITAL AUDIT:

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

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

37. GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and
going beyond it, electronic copy of the Notice of 31st Annual

General Meeting of the Company including the Annual Report
for FY 2024-2025 are being sent to all Members whose e-mail
addresses are registered with the Company / Depository
Participant(s).

38. OTHER DISCLOSURES/REPORTING:

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

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

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

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

39. CAUTIONARY STATEMENT:

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

40. APPRECIATION:

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

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

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

For and on behalf of the Board of Directors

Sundaram Multi Pap Limited

Sd/- Sd/-

Amrut P. Shah Shantilal P. Shah

DIN: 00033120 DIN: 00033182

Chairman & Managing Director Whole-time Director

Date: August 25, 2025

Place: Mumbai