Dear Members,

Your Directors are pleased to present the 31st Annual Report together with
Audited Financial Statements for the financial year ended March 31, 2025. 


FINANCIAL RESULTS


The Company's financial performance, for the year ended March 31, 2025 is summarized
below:


  

    

    
2024-25
    
2023-24
  
  

    

    
(Current year)
    
(Previous Year)
  
  

    
Revenue from Operations
    
20783.87
    
17769.88
  
  

    
Other Income
    
66.91
    
139.99
  
  

    
Total Income
    
20850.78
    
17909.87
  
  

    
Profit Before Depreciation, Amortization, Finance Costs
    
3197.74
    
1654.06
  
  

    
and Tax
    

    

  
  

    
Depreciation and amortization expense
    
877.28
    
575.39
  
  

    
Finance Costs
    
136.66
    
82.18
  
  

    
Profit before tax
    
2183.80
    
996.49
  
  

    
Tax Expenses:
    

    

  
  

    
(i) Current Tax
    
0.00
    
0.00
  
  

    
(ii) Deferred tax
    
(2950.77)
    
0.00
  
  

    
Profit for the year
    
5134.57
    
996.49
  



OPERATIONAL REVIEW


Your Company's total revenue from operations during the year under review was 207.84
Crore as compared to 177.70 Crore of previous year which shows an increase of 16.96% over
the previous year figure. The other income was 0.67 Crore during the year under review.
The EBIDTA of the Company during the year was 31.98 Crore. The profit for the Financial
Year 2024-25 was 51.35 Crore after accounting of Deferred Tax, as compared to profit of
9.96 Crore of the previous year 2023-24. Your Company spent 25.44 Crores on CAPEX during
this financial year for better and effective backward integration. Further the strong
order booking for Export business also contributes for increase in profit margins of the
Company. 


BUSINESS PERFORMANCE


The India Packaging Market size was valued at USD 101.12 Billion in 2025, growing at an
10.73% CAGR and it is expected to reach USD 169.73 Billion by 2030. Packaging is among the
high growth industries in India and becoming a preferred hub for packaging industry.
Currently the 5th largest sector of India's economy, the industry has reported
steady growth over past several years and shows high potential for much expansion,
particularly in the export market. Costs of processing and packaging food can be up to 40%
lower than parts of Europe which, combined with

India's resources of skilled labour, make it an attractive venue for investment. A high
degree of potential exists for almost all user segments which are expanding appreciably -
processed foods, hard and soft drinks, fruit and marine products. The Indian packaging
industry has made a mark with its exports that comprise flattened cans, printed sheets and
components, crown cork, lug caps, plastic film laminates, craft paper, paper board and
packaging machinery, while the imports include tinplate, coating and lining compounds and
others. In India, the fastest growing packaging segments are laminates and flexible
packaging, especially PET and woven sacks. Over the last few years Packaging Industry is
an important sector driving technology and innovation growth in the country and adding
value to the various manufacturing sectors including agriculture and FMCG segments. Your
Company has improved its performance in terms of turnover during the F.Y 2024-25 and there
by registering a growth of 16.96% over the previous year. The products manufactured by
your company are Multilayer Tubes, Monolayer Tubs, Tube Laminates and Flexible Laminates. 

Your company's major product is Laminated Tubes, which is used for packing products in
paste or gel form. During the financial Year 2024-25, the company has achieved the
domestic Sales of

159.44 Crore, there by registered overall increase of 11.26% as compared to 143.31
Crore during the corresponding year ended on March 31, 2024. Further, the overseas markets
continue to hold substantial potential for your company. The Export sales registered a
growth of 38.14% in the financial year 2024-25 to 46.54 Crore as compared to the previous
financial year 33.69 Crore. Your Directors expect better performance of the Company during
the current year. 


Dividend


During the year under review, the Board of Directors has considered not to recommend
any dividend on equity shares for the Financial Year 2024-25 with a view to conserve the
resources for the future growth of the Company and considering the accumulated loss
incurred in the earlier years. Consequently, no amount has been transferred to reserves
for the year under review. 


SHARE CAPITAL


The paid up equity share capital of the Company as at March 31, 2025 was 6,673.40 lakhs
comprising 133468005 equity shares of the face value of 5 each, fully paid up. During the
year under review, the Company has not issued any shares with differential voting rights
as to dividend, voting or otherwise nor has granted any stock options or sweat equity. As
on March 31, 2025, none of the Directors of the Company hold any instruments convertible
into Equity shares of the Company. 


HOLDING & SUBSIDIARY COMPANIES


As on March 31, 2025, Nirma Chemical Works Private Limited is the holding company. The
Company has one wholly owned subsidiary (WOS), Shree Rama (Mauritius) Limited. The WOS
became defunct since 2005 under the respective law. There are no associate companies or
joint venture companies within the meaning of Section 2(6) of the Companies Act 2013. 


Deposits


The Company does not have "Deposits" as contemplated under Chapter V of the
Companies Act,

2013. Further, the Company has not invited or accepted any such deposits during the
year and there is no outstanding balance as on March 31, 2025. 


ANNUAL RETURN


The Annual Return of the Company as on March 31, 2025 in Form MGT - 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company at https://srmtl.com. 


DIRECTORS AND KEY MANAGERIAL PERSONNEL


In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's

Articles of Association, Shri Shailesh K. Desai, Director (DIN: 01783891) retires by
rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for
re-appointment. The Board recommends his re-appointment for the consideration of the
members of the Company at the ensuing Annual General Meeting. During the year under
review, Shri Vijay Ratilal Shah (DIN: 00376570) ceased as Non-Executive - Independent
Director of the company with effect from February 27, 2025 due to his sad demise. The
Board placed on its record appreciation for his contribution, expert advice and support
given to the Board in taking the decisions for the businesses during his tenure. The Board
of Directors of the Company based on the recommendation of Nomination & Remuneration
Committee, appointed Shri Anuj J. Desai (DIN: 11044101) as an Additional Director,
designated as an Independent director of the Company for a term of 5 (five) consecutive
years, effective from April 30, 2025 to April 29, 2030 (both dates inclusive) subject to
the approval of the members of the Company. Further, the Board on the recommendation of
Nomination & Remuneration Committee, re-designated and appointed Shri Mittal K. Patel
(DIN: 03619139) as Non-Executive Independent Director of the Company for a term of 5
(five) consecutive years, effective from April 30, 2025 to April 29, 2030 (both dates
inclusive) subject to the approval of the members of the Company. Your Company has
received declarations from the Independent Directors confirming that they meet with the
criteria of Independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 & the Companies (Appointment and Qualification of Directors)
Rules, 2014 and under Regulation 25(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and there has been no change in the circumstances which
may affect their status as an Independent Director during the year. None of the
Non-Executive Directors of the Company had pecuniary relationship or transactions with the
Company (except sitting fees for attending Board Meetings) during the year under review.
Pursuant to Section 203 of the Companies Act, 2013, the whole-time Key Managerial
Personnel of the Company as on March 31, 2025 are as under:


  

    
Sr. No.
    
Name
    
Designation
  
  

    
1
    
Shri Shailesh K. Desai
    
Managing Director
  
  

    
2
    
Shri Hemal R. Shah
    
Whole-Time Director
  
  

    
3
    
Shri Hemant Shah#
    
Chief Financial Officer
  



1. Mr. Sandip Mistry ceased as Company Secretary with effect from January 11,
2025


2. Mr. Mirtunjay S. Mishra Appointed as Company Secretary with effect from April
9, 2025



NUMBER OF MEETINGS OF THE BOARD


During the Financial Year ended on March 31, 2025, the Board met Six times, the details
of Board Meetings and attendance of Directors are given in the Corporate Governance Report
that forms part of this Annual Report. The intervening gap between any two consecutive
meetings of Board was not more than one hundred and twenty days. 


COMMITTEES OF BOARD


The Company has following Committees of the Board as on March 31, 2025 pursuant to
applicable provisions of the Companies Act, 2013 and rules made there under as well as in
compliance with SEBI (LODR) Regulations, 2015: (i) Audit Committee (ii) Nomination and
Remuneration Committee (iii) Stakeholders Relationship Committee (iv) Rights Issue
Committee (Discontinued w.e.f September 25, 2024)



The details of composition, meetings and attendance of members of committees held
during the year are given in the Corporate Governance Report that forms part of this
Annual Report. 


BOARD EVALUATION


Pursuant to the provisions of the Companies Act, 2013 and as per the corporate
governance requirements as prescribed under SEBI (LODR) Regulations, 2015, the Board of
Directors had carried out the performance evaluation of working of the Board Committees as
well as evaluation of Independent Directors and assessment of their independence criteria
and their independence from the management. The Board of Directors also reviewed the
criteria for the purpose of evaluation of performance of Independent Directors of the
Company as well as Committee of Board of Directors of the Company. In a separate meeting
of independent directors, performance of non-independent directors was reviewed and
evaluated. Additionally, evaluated the performance of Board as a whole and the performance
of the Chairperson of the Company taking into account the views of Executive Directors and
Non-Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform their duties. The Nomination and Remuneration
Committee of the Company had also carried out performance evaluation of every Director's
performance. A structured questionnaire was prepared after taking into consideration the
various aspects of evaluation. The Board of Directors expressed its satisfaction with the
evaluation process. 


DIRECTORSf RESPONSIBILITY STATEMENT


Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors to the best of
their knowledge and belief and according to the information and explanations obtained by
them state that: a) in the preparation of the annual accounts for the year ended on March
31, 2025, the applicable accounting standards have 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 for the year ended on March 31, 2025 and of the profit 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 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; 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.


RELATED PARTY TRANSANCTIONS 


All transactions entered with related parties for the year under review were on arm's
length basis and in the ordinary course of business of the Company and there were no
material contracts or arrangement or transactions entered into, in terms of Section 188 of
the Companies Act, 2013 and accordingly, the disclosure of related party transactions as
per Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not required to be
provided. Further, the disclosures in compliance with Para A of Schedule V of Regulation
34(3) of SEBI (LODR) Regulations, 2015 is provided in the notes to the accounts. The
related party transactions as required to be disclosed under Indian Accounting Standards
(Ind-AS 24) are set out in the notes to the financial statements. The Audit Committee had
given prior omnibus approval for the related party transactions which were of repetitive
nature and/or entered in the ordinary course of business and on arm's length basis and a
statement giving details of all related party transactions were placed before the Audit
Committee and the Board for review and noting on a quarterly basis. The policy on Related
Party Transactions has been uploaded on the website of the Company viz. www.srmtl.com.
None of the Directors has any pecuniary relationship or transactions vis-?-vis the
Company. 


PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY 


During the year 2024-25, the Company has not given any loans or provided guarantee or
security in connection with a loan to other body corporate or person or made investments
as contemplated under the provisions of Section 186 of the Companies Act, 2013, hence the
details are not provided. 


POLICIES 


The updated policies adopted by the Company as per statutory and governance
requirements are uploaded on website of the Company at viz. www.srmtl.com. 


INTERNAL FINANCIAL CONTROL SYSTEM 


The Company's internal control system is commensurate with its size, scale and
complexities of its operations. Your Company has an effective internal control and
risk-mitigation system which are constantly reviewed, assessed and strengthened with new/
revised standard operating procedures considering the existing system and future planning
as envisaged. The internal audit is entrusted to M/s Ramesh C. Sharma & Co., Chartered
Accountants and the scope of the internal audit are reviewed and revised as required to
assess the risks and business processes, besides benchmarking controls with best practices
in the industry. 

The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Company has a robust Management Information System, which is an integral part of
the control mechanism. The Audit Committee, Statutory Auditors and the business heads are
quarterly apprised of the internal audit findings and the corrective actions taken. Audit
plays a key role in providing assurance to the Board of Directors. The significant audit
observations and corrective actions taken by the management are presented to the Audit
Committee of the Board. In order to maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the Audit Committee. 


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO


The statement showing particulars with respect to the conservation of energy,
technology absorption and foreign exchange earnings and outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 as amended from time to time is annexed herewith as gAnnexure Ah as
a part to this Report. 


PARTICULARS OF EMPLOYEES


The Company has continued to maintain harmonious and cordial relations with its
officers, supervisors and workers enabling the Company to maintain the pace of growth.
Training is imparted to employees at all levels and covers both technical and behavioral
aspects. The details of Managerial Remuneration as 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 is annexed herewith as gAnnexure Bh as
a part to this Report. There was no employee drawing an annual salary of 102 lakhs or more
where employed for full year or monthly salary of 8.50 Lakhs or more where employed for
part of the year and therefore, no information pursuant to the provisions of Rule 5(2)
& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is required to be given. 


NOMINATION AND REMUNERATION POLICY


The Board of Directors has, on recommendation of the Nomination and Remuneration
Committee, framed a Nomination and Remuneration Policy pursuant to the provisions of
Section 178 of the Companies Act, 2013 read with the Rules made thereunder as well as SEBI
(LODR) Regulations, 2015. The policy has been placed on the website of the Company viz.
www.srmtl.com. The salient features of the said policy are stated in the Corporate
Governance Report that forms part of this report. 


AUDITORS & AUDITORSf REPORT STATUTORY AUDITOR


Pursuant to Section 139 of the Companies Act, 2013 and the applicable rules, M/s.
Mahendra N. Shah & Co. (FRN: 105775W), Chartered Accountants, Ahmedabad, were
appointed as Statutory Auditors of the Company for a term of five years from the
conclusion of the Twenty-Eighth Annual General Meeting (AGM) until the conclusion of the
Thirty-Third AGM. The Company has received a confirmation from the said firm that their
appointment is within the prescribed limits under Section 141 of the Act and that they are
not disqualified for such appointment. During the year under review, there were no
instances of fraud reported by the auditors under Section 143(12) of the Companies Act,
2013 and its rules made thereunder. 


SECRETARIAL AUDITOR 


Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Chirag
Shah 

& Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for
the Financial Year 2024-25. Their report is annexed as Annexure C to this Report.
Additionally, M/s. Chirag Shah & Associates also carried out the Annual Secretarial
Compliance Audit pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 for the same
period, and no observations were made therein. 


COMMENTS ON AUDITOR'S REPORT 


Both, Statutory Auditor and Secretarial Auditor have made similar observation in their
Audit Report during the year under review. In response to that, the Board hereby comments
as under: 

1. Regarding Non consolidation of accounts of Shree Rama Mauritius Limited (WOS):

The Company had made an investment in Shree Rama (Mauritius) Limited in 2002 and became
Wholly-Owned Subsidiary (WOS). In the year 2005-06, all resident directors & key
managerial personnel of the said WOS had resigned and audited accounts for the year ended
30th September 2003 and onwards could not be prepared and provided to the
Company. The WOS became defunct since 2005 under the respective law and its present status
is also shown as ‘defunct'. Consequently, the Company is providing for diminution in
the value of investments made in WOS.

In view of the above and non-availability of financial information of WOS since 2003 it
was not possible to prepare consolidated financial statements as required by Ind AS 110
issued by ICAI and other provisions of the Companies Act, 2013.


COST AUDITOR 


As per the requirements of the Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to time, your Company is required to
maintain cost records and accordingly, such accounts are made and records have been
maintained relating to the product group ‘Plastics and Polymers' during the year
under review. The Board of Directors, on the recommendation of Audit Committee, has
re-appointed M/s Maulin Shah & Associates, Cost Accountants, (Firm Registration Number
101527) as Cost Auditor to audit the cost records of the Company for the Financial Year
2025-26. As required under the Act, a resolution seeking member's approval for the
remuneration payable to the Cost Auditor forms part of the Notice convening the Annual
General Meeting for their ratification. 


CORPORATE SOCIAL RESPONSIBILITY (CSR) 


Your Company falls under the criteria of Section 135 of the Companies Act, 2013 read
with the rules made thereunder hence is required to constitute CSR Committee and comply
the requirements thereunder as prescribed. As per the aforesaid section, the Company is
required to spend 7,79,596 towards CSR activities as per CSR Policy during the FY 2024-25.
Since the amount to be spent is less than 50 lakhs, the Company is not required to
constitute CSR Committee and the functions of such committee shall be discharged by the
Board of Directors of the Company. The CSR policy is available on the website of your
Company at www.srmtl.com The relevant information required to be given under Section 135
of the Companies Act 2013 is attached in form of Annual Report on CSR activities as "Annexure
D" to this report. 

Further, the Chief Financial Officer of your Company has certified that CSR spends of
your Company for the FY 2024-25 have been utilized for the purpose and in the manner
approved by the Board of Directors of the Company. 


MANAGEMENT DISCUSSION AND ANALYSIS


The Management Discussion and Analysis Report on operations of the Company as required
under Regulation 34(3) read with Para B of Schedule V of SEBI (LODR) Regulations, 2015, is
provided in a separate section and forms an integral part of this Annual Report. 


CORPORATE GOVERNANCE REPORT


The Report on Corporate Governance as stipulated under Regulation 34(3) read with Para
B of Schedule V of SEBI (LODR) Regulations, 2015 forms an integral part of this Report.
The requisite certificate from the Practicing Company Secretary of the Company confirming
compliance with the conditions of corporate governance is attached to this report on
Corporate Governance. 


INSURANCE


The assets of the Company are adequately insured to take care of any unforeseen
circumstances. 


MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY


There are no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year of the Company to which the
financial statements relate and the date of the report. 


RISK MANAGEMENT


The risk is the part and partial of every business and the risk management is embedded
in your Company's operating framework. Even though it is not possible to completely
eliminate various risks associated with the business of the Company, the efforts are made
to minimize the impact of such risks on the operations of the Company. The Company has
established a well-defined process of risk management which includes identification,
analysis and assessment of various risks, measurement of probable impact of such risks,
formulation of the risk mitigation strategies and implementation of the same so as to
minimize the impact of such risks on the operations of the Company. The Company has put in
place various internal controls for different activities so as to minimize the impact of
various risks. The Company's approach to addressing the business risk is comprehensive and
includes periodic review of such risks and a framework for mitigating controls and
reporting mechanism of such risks. The risk management framework is reviewed periodically
by the Board of Directors for its effectiveness and compliances. The discussion on risks
and concerns are covered in the Management Discussion and Analysis Report, which forms
part of this Report. 


VIGIL MECHANISM


Pursuant to Section 177(9) of the Companies Act, 2013, the Company has in place Vigil
Mechanism and also adopted Whistle Blower Policy as part of it under SEBI LODR and SEBI
(Prohibition of Insider Trading) Regulations, 2015 available on the Company's website, to
provide a formal mechanism to the Directors' and employees to report their genuine
concerns or grievances about unethical behaviour, serious misconduct or wrongful
activities and fraud and instances of leak of unpublished price sensitive information. The
vigil mechanism provides adequate safeguards against victimization and multiple channels
for reporting concerns including an option for escalations, if any, to the Chairperson of
the Audit Committee of the Company. The Vigil Mechanism Policy has been hosted on the
website of the Company i.e. www.srmtl.com. 


CODE OF CONDUCT 


The Board of Directors has adopted the Code of Conduct for the Directors and Senior 

Management and the same has been placed on the Company's website. All the Board members
and the senior management have affirmed compliance with the Code of conduct for the year
under review. 


COMPLIANCE WITH SECRETARIAL STANDARDS 


The Company has complied with all the applicable provisions of Secretarial Standard on
Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings
(SS-2), Secretarial Standard on Dividend (SS-3) Secretarial Standard on Report of the
Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of
India. 


PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE 


The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules framed thereunder. Internal Complaints
Committee (ICC) is in place to redress complaints received regarding sexual harassment.
During FY 2024-25, the Company has not received any complaint on sexual harassment of
women at work place. 


GENERAL DISCLOSURE 

1) During the year under review, there was no application made or proceeding
pending under the Insolvency and Bankruptcy Code, 2016.


2) During the year under review, there were no instances of onetime settlement with
any Banks or Financial Institutions.


OTHER DISCLOSURES 

1) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.


2) During the year under review, the Company has installed Multi-Layer Film Plant
(‘MLFP') purchased from Germany installed at our plant at Moti-Bhoyan, Ta. Kalol and
the Company has started its commercial production of MLFP with effect from June 18, 2024.
With the commencement of production of MLFP, the making of Multi layers Films will enhance
our quality and reduce our dependency on outside job work and simultaneously will also
reduce the inventory as well as lead time for our Laminate customers.


3) During the year under review, the Company had installed new Tubing Machines of
latest technology at our plant at Moti-Bhoyan, Ta. Kalol to manufacture different size and
dimensions of Tubes and the Company has started its commercial production of different
size and dimensions of Tubes with effect from, April 1, 2025 with the new Tubing Machine.
With the commencement of production of tubes with new Tubing Machine, it will enhance
capacity in Lamitube by roughly around 18-20% and contribute towards increase in Topline
as well as Bottomline in the coming years.


APPRECIATION


Your Directors place on record their sincere appreciation for the continued
co-operation and support extended to the Company by Government, Lenders and all
stakeholders. Your Directors also thank the Consumers for their patronage to the Company's
products. Your Directors also place on record sincere appreciation of the continued hard
work put in by the employees at all levels. 


  

    

    
For, Shree Rama Multi-Tech Limited
  
  

    

    
Mittal K. Patel
  
  

    
Place: Moti-Bhoyan
    
Chairman
  
  

    
Date: May 14, 2025
    
(DIN: 03619139)