Shreyans Industries Ltd

During the year under review, your Company achieved a production of 87250 MTs as against 89466 MTs in the previous year. Total revenue of the Company was F634.58 crores against F734.15 crores of last year. Profit before interest & financial charges and depreciation stood at F87.33 crores. Net profit after tax stood at F50.60 crores against F87.42 crores of last year. The overall performance of your company in the current year could not match the previous year comparatively mainly due to drop in sales prices and higher proportion of lower GSM paper. The demand and overall market for writing and printing paper remained normal throughout the financial year although profit margins were under pressure during the year under review as compared to last year's profitability.

Your Company renewed its endeavors to maintain its leadership in agro based writing & printing paper segment with the support & cooperation of all stake holders including committed team of professionals & workforce. The Company initiated certain steps for continual improvement in quality, product development and cost optimization on sustainable basis.

The never in sight end of conflicts between Russia-Ukraine and Isreal-Palestine and threats of massive tariff war triggered by USA in the last quarter of the financial year had its own cascading effects on the trade and costs although these conflicts & threats did not directly affect the company's performance.

Industry in the present times cannot afford to carry on a sustainable business model by paying lip service to environment and society. The Governments both in Centre and States are making industry aware of its obligations towards energy & water conservation, reducing pollution and emissions for long term sustainability and marching towards safe and inclusive development our company continues to make efforts within its resources towards environment and socio-economic areas. The Company accords top priority to the safety of its human capital, compliance of environmental obligations and enhancing operational efficiencies for customer delight.

Educational institutions, schools, coaching centers and to some extent public/private sector offices are the major consumption centers and demand generators for writing & printing paper in India as well overseas.

The New Education Policy of Govt of India is now under implementation though gradually provides impetus to demand and growth of writing and printing category. Besides, increasing budgetary allocation for education is going to further boost the demand & growth.

India continues to be the fastest growing market for paper in the world. Overall demand for paper in the country is growing annually at more than 6% backed by high growth of packaging/paper board at 8% and moderate growth of 3% in writing & printing paper and 4.5% in copier paper.

Domestic demand of paper in India continues to witness steady growth every year. However, per capita consumption of Paper in India at about 16kgs is quite less as compared to other Asian countries like Vietnam (33 kg), Thailand (66 kg), China (76 kg) and above 200kgs in other developed countries. In nutshell, India's per capita consumption is considerably lower than the global average of 57-60 kg.

The requirement of good-quality packaging of FMCG/other products marketed through organized retail & e-commerce, demand for daily utility/ hygiene products such as tissue paper, lightweight coated paper, medical grade coated paper, growing manufacturing sector and Government's focus to increase literacy level are expected to be the key drivers for the paper industry in India in near future.

The Government of India's resolve to discourage and minimize use of plastic packing will propel demand for packaging paper which is evident from the fact that many players in the industry have turned to paper oriented packaging especially in food & beverages packaging.

The market for paper during the year was average in terms of demand, revenue and profitability. The top line as well bottom line were affected as compared to the previous year on account of higher cost of inputs in India and low priced imports of paper from China and East Asia. The decline of more than 10% in prices of writing and printing paper coupled with higher costs led to lower margins. The unit wise performance of the Company is described as under:

During the fiscal year, the Company significantly improved operations at its unit through the installation of a complete hood, pocket ventilation system, and an upgraded steam and condensate system on the machine. These enhancements contributed to operational efficiency and allowed the Company to maintain its competitiveness by focusing on streamlining processes, reducing costs, and maximizing output.

However, production levels during the year were lower compared to the previous year due to a planned shutdown undertaken for technical upgrades and the installation of new machinery and equipment as mentioned above.

Looking ahead, the Company plans to continue investing in capital expenditures with a focus on de-bottlenecking, enhancing capacity and capabilities, improving productivity, and reducing costs on a year-to-year basis. As part of this strategy, a new Synchro Sheet Cutter is planned to be installed at the unit to improve sheet quality, lower production costs, and enhance overall efficiency.

Total Paper production in this unit was higher as compared to last year's production which was possible on account of increase in machine speed and better working during the year. Complete Automation in Stock Preparation area, New Folio Sheet Cutting machine with auto-counter & other automation features and Bundle Shrink Wrap machines were commissioned during the year. This helped in improving paper quality, chemical cost optimization and better finishing of paper & Packages. A few steps have been taken for improving and streamlining the working in Pulp mill area. It is expected to start giving desired results in the next financial year.

The paid-up Equity Share Capital as on 31st March 2025 was F13.82 crores. During the year under review, the Company has neither issued any shares nor granted stock options and nor sweat equity.

An amount of F8.18 crores, out of existing term loans and deposits were repaid and fresh term loan of F8.00 crores were availed during the year. Overall financial cost relating to borrowings has decreased during the year owing repayment of existing term loans and lesser utilization of working capital.

During the year under review, CARE Ratings Limited has reviewed the external credit rating for the Long-Term, Short-term Bank facilities and Fixed Deposits of the company and has reaffirmed the rating. The facility wise rating is as under:

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.

The Company does not propose to carry any amount to any reserves.

The Board of Directors has recommended dividend of F3.00/- per equity share and special dividend of F2.00/- per equity share amounting to F691.23 lakhs for the year 2024-25 in their meeting held on 23rd May 2025. The dividend, as recommended by the Board of Directors, if approved at the Annual General Meeting, would be paid subject to deduction of tax (TDS) at the prescribed rates as per Income Tax Act,1961 as amended by Finance Act 2020.

The Company has not accepted/renewed any deposits from the public during the FY 2024-25. The details relating to deposits as required under Rule 8 of the Companies (Accounts) Rules, 2014 are given hereunder:

(a) Deposits accepted and renewed during the year: Nil

(b) Deposits remained unpaid or unclaimed as at the end of the year; Nil

(c) Any default in repayment of deposits or payment of interest thereon during the year; Nil

(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013; Nil

At the end of the year, fixed deposits from the public were outstanding to the tune of Rs. 0.12 crores. There were no overdue deposits as on 31st March 2025.

Proposed Capital expenditure have been discussed while reviewing the performance of both the units. Capital expenditure planned will help the Company in improving its operations in terms of quality along with cost effectiveness.

The demand of paper during the year remained normal but low sales realizations due to competition from low priced imports ruled the market which had its impact on profitability.

We moved into FY26 under almost similar market conditions where both demand and prices are bearish. However, 2-3 months in summer are usually considered lean from demand point of view. As such, demand for paper has become sluggish, forcing the mills to liquidate stocks at further lower prices. This may not have further bearing on results in the current year because input costs are equally supportive. Barring unforeseen circumstances, it can be cautiously forecasted that the FY26 should be equally good if not better for the company. Your company shall continue to focus on improvisation in technology and up gradation of equipment to achieve sustainable growth.

The details of Board and Committee/other meetings held in Financial Year 2024-25 are given in the Corporate Governance Report.

In terms of the provisions of the Companies Act, 2013, Mr. Rajneesh Oswal, Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

During the period under review, Mr. Prem Kumar (DIN: 00051349) ceased to be an Independent Director of the company on completion of his first term of five consecutive years on 12th May, 2024 and Ms. Pratibha Goyal (DIN 07174666) ceased to be an Independent Director of the company on completion of her two consecutive terms on 9th August 2024. The Board places on record its sincere appreciation for the valuable contribution and guidance provided by Mr. Prem Kumar and Ms. Pratibha Goyal during their association as Independent Directors of the Company.

Based on the recommendations of Nomination and Remuneration Committee and with the approval of members of the Company by way of Postal Ballot on 8th October 2024, Mrs. Shalini Gupta (DIN 07176781) has been appointed as an Independent Director of the Company for her first term of appointment of 5 consecutive years w.e.f. 5th August, 2024 till 4th August, 2029. All independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149[6] of the Companies Act, 2013 and Regulation 16[1][b] of the SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015.

There was no change in the Key Managerial Personnel during the year under review.

Pursuant to provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual evaluation of its own performance and the performance of the individual Directors as well as the working of its committees and expressed its satisfaction over the performance of the Board, its committees and individual Directors. The performance of Directors including the Chairman was evaluated on the basis of their experience, knowledge, Board decisions, participation, availability and attendance and contribution towards the Company. The Independent Directors in their separate meeting held on 5th February, 2025 have reviewed the performance of non-independent directors, Chairman and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website of the Company. The Key provisions of Nomination and Remuneration policy are appended as an Annexure I to the Board's report.

The Company has duly constituted Audit Committee, the scope of which is quite comprehensive and is in conformity with the provisions of the Companies Act, 2013 and Listing Regulations. The composition of the Audit Committee is given in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics. Such mechanism/policy is also uploaded on the website of the

Company.

At 42nd Annual General Meeting held on 19th August, 2022,

M/s SCV & Co. LLP (formerly known as S.C. Vasaudeva & Co.), Chartered Accountant, (FRN : 000235N/N500089), were appointed as statutory auditors of the Company to hold office from 42nd Annual General Meeting till the conclusion of the 47th

Annual General Meeting.

The Auditors' Report on the accounts of the Company for the year under review requires no comments.

Further, there were no frauds reported by the Statutory Auditors of the Company during the period under review neither under Section 143(12) of the Act nor which are reportable to the Central Government.

M/s Rajan Sabharwal & Associates were appointed as Cost Auditors of your Company for auditing the cost accounts records for Financial Year 2024-25 under provisions of Section 148 of the Companies Act, 2013. They are likely to submit Cost Audit Report within the prescribed time limit.

Furthermore, the Board has re-appointed M/s Rajan Sabharwal & Associates as Cost Auditors of the Company for Financial Year 2025-26.

M/s P.S. Bathla & Associates, Practising Company Secretaries at Ludhiana, were appointed to conduct the secretarial audit of the Company for Financial Year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for Financial Year 2024-25 is appended as an Annexure II to the Board's Report.

The Secretarial Auditors' in their report and in Annual Secretarial Compliance Report (Under Regulation 24A of SEBI LODR Regulations, 2015) for year ended 31st March 2025 has marked no observation.

The Board has recommended the appointment of M/s P.S. Bathla & Associates, Practising Company Secretaries, Ludhiana as Secretarial Auditor of the Company for a period of 5 consecutive years, commencing from the financial year 2025-26 to 2029-30, subject to the approval of members of the company.

All Related Party transactions entered during the financial year were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval.

Since there were no contracts/arrangements/transactions which were not at arm's length basis or material with Related Party during the year; disclosure in form AOC-2 is not applicable.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations.

This Policy as considered and approved by the Board has been uploaded on the website of the Company at https://www.shreyansgroup.com/investors/corporate-policies

The information required pursuant to Section 197 read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is appended as an Annexure III and forms an integral part of this report.

A copy of Annual Return for the financial year 2024-25 will be available on the website of the company after submission of the same to the registrar of Companies.

Annual returns of previous years are available on the website of the company.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

The Company has been addressing various risks through well-defined risk management policy/procedures, which in the opinion of the Board may threaten the existence of the Company.

The Company had laid down adequate internal financial controls with reference to financial statements. During the year such controls were tested and no material weakness in their operating effectiveness was observed.

Financial statements for the year ended 31st March, 2025 have been prepared in accordance with Indian Accounting Standards [Ind-AS], the provisions of the Company Act. 2013, and guidelines issued by the Securities and Exchange Board of India [SEBI]. The Ind-AS are prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies [Indian Accounting Standards] Rules, 2015 and relevant amendment rules issued thereafter.

The Company has no Associates & Subsidiaries as on 31st March, 2025.

As per the provisions of Listing Regulations, a separate Report on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary, confirming compliance forms part of this report.

As required under Section 134[3][m] of the Companies Act, 2013 read with Rule 8 of Companies [Accounts] Rules, 2014 the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is ap p en d ed a s an A nnexure IV to the Board's Report.

Shreyans Industries Limited has been positively contributing to the society for over three decades. Corporate Social Responsibility (CSR) remains a key priority for the Company, with dedicated efforts across healthcare, education and skill development, environmental conservation, and sports promotion. In collaboration with various NGOs, the Company continues to focus on expanding access to healthcare, improving educational outcomes, enhancing vocational skills, restoring the environment, and promoting sports development.

Key initiatives undertaken include:

Organizing eye check-up camps and blood donation drives

Supporting education for girl children

Empowering women through targeted skill development programs

Facilitating access to education for underprivileged children

Distributing books and stationery to students

These initiatives reflect the Company's commitment to promoting social equity, improving livelihoods, enhancing access to essential services, and fostering environmental stewardship.

During the year, the Company continued its regular monthly and annual support to an eye hospital in Ahmedgarh, contributing towards its operational requirements and facilitating the organization of a free annual eye check-up camp. In addition, financial assistance was provided to several NGOs for conducting blood donation camps, as well as to hospitals to support medical treatment for underprivileged and needy individuals.

For the financial year 2024–25, the Company was required to spend F99.03 lakhs towards its CSR obligations. Out of this, an expenditure of F54.37 lakhs was incurred during the year. The remaining amount of F44.66 lakhs, allocated for ongoing projects, has been transferred to the Unspent CSR Account with a scheduled bank, in accordance with sub-section (6) of Section 135 of the Companies Act, 2013. This amount will be utilized towards projects in the areas of education, healthcare and medical support, and skill development.

There was no change in the nature of business.

There are no material changes or commitments affecting the financial position of the Company have occurred during the year under consideration, or after closure of the financial year till the date of this report.

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations.

In accordance with the provisions of Section 134[5] of the Companies Act, 2013, your Directors confirm that: (a) In the preparation of the annual accounts, the applicable Indian 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 this Act 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; 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 were operating effectively; (f) The directors had devised proper systems to ensure compliance with the provisions all applicable laws and that such systems were adequate and operating effectively.

1. The Company has complied with the applicable Secretarial Standards, issued by The Institute of Company Secretaries of India.

2. As on the date of this report, no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under IBC.

3. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

4. The Company has already complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). There were no complaints/cases reported with internal complaints committee formed under the POSH Act.

5. The Independent Directors fulfil the conditions specified in the Act and the rules made there under for appointment as

IDs including integrity, expertise, experience and proficiency and confirm that they are independent of the management. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).

Your Directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Company's performance. In an increasingly competitive environment collective dedication of employees is delivering superior and sustainable shareholder value.

The Board has pleasure in recording its appreciation of the assistance, co-operation and support extended to the Company ^{by the Government Authorities, Commercial Banks, Financial} Institutions and Depositors.

The Board also places on record its sincere appreciation towards the Company's valued customers, vendors, shareholders and investors for their continued support to the

Company.

For and on Behalf of the Board

The Key provisions of the Nomination and Remuneration policy are given below:

The guiding principle is that the remuneration and the other terms of employment shall be competitive in order to ensure that the Company can attract and retain competent Executives.

The Nomination and Remuneration policy for executives reflects the remuneration philosophy and principles of the Shreyans Group. When determining the remuneration policy and arrangements for Executive Directors/KMP's, the Nomination and Remuneration Committee shall consider pay and employment conditions with peers / elsewhere in the competitive market to ensure that pay structures are appropriately aligned and that levels of remuneration remain appropriate in this context.

The Committee while designing the remuneration package considers the level and composition of remuneration to be reasonable and sufficient to attract, retain and motivate the person to ensure the quality required to run the company successfully.

The Nomination and Remuneration Committee while considering a remuneration package must ensure a balanced approach reflecting short and long term performance objectives appropriate to the working of the company and its goals. The Committee shall consider that a successful remuneration policy must ensure that any increase in the remuneration package is linked to the achievement of corporate performance targets and a strong alignment of interest with stakeholders.

The Nomination and Remuneration policy is guided by common reward framework and set of principles and objectives as particularly envisaged under section 178 of the Companies Act 2013, inter alia principles pertaining to determining qualifications, positives attributes, integrity and independence etc.

Remuneration packages are designed to attract high-caliber executives in a competitive market and remunerate executives fairly and responsibly. The remuneration shall be competitive and based on the individual responsibilities and performance. Remuneration is designed to motivate delivery of our key business strategies, create a strong performance-orientated environment and reward achievement of meaningful targets over the short- and long-term.

Executive remuneration shall be proposed by the Committee and subsequently approved by the Board of Directors. Executive remuneration is evaluated annually against performance and a benchmark of other companies, which in size and complexity are similar to Shreyans. In determining packages of remuneration, the Committee may consult with the Chairman/Managing Director as appropriate.

Information on the total remuneration of members of the Company's Board of Directors and KMPs shall be disclosed in the Company's Annual Report.

The Company may grant any advance salary/loan to employees of the Company at concessional/Nil interest rates as it deems fit subject to tax laws.

The Board may delegate the appointment and remuneration powers in case of Sr. Management Personnel (except KMPs and Directors) to the Chairman & Managing Director and/or Vice-Chairman & Managing Director and/or Executive Director by way of Board Resolution.

The appointment letters of all Sr. Management Personnel,

KMPs and Directors shall draw reference to the fact that the appointment and remuneration is in accordance with the Nomination and Remuneration Policy of the Company.