Malu Paper Mills Ltd Directors Report

REPORT OF BOARD OF DIRECTORS

The Directors have pleasure in presenting the Thirty-third (33^rd) Annual Report for the year ended 31^st March, 2026 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

1. FINANCIAL RESULTS

		(Rs. In Lakhs)
Particulars	FY 2025-2026	FY 2024-2025
Sales	33328.87	27788.81
Other Incomes	76.58	54.52
Total Revenue	33405.45	27843.34
Expenses	34036.35	27881.54
Profit before Interest, Tax, Depreciation &Amortization, finance cost and exceptional items	-264.78	-38.19
Less: Financial Costs	1138.38	1142.08
Less: Depreciation& amortization expense	549.93	532.83
Profit/(Loss) before taxation	(2319.20)	(1733.11)
Less: Provision For Taxation	(366.12)	(499.94)
Profit/(Loss) After Tax	(1953.08)	(1213.16)
Other Comprehensive Income (net)	2.87	0.51
Total Comprehensive income for the year	(1950.20)	(1212.65)

KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE:

The Company continues to be engaged in manufacturing and sale of Kraft Papers, Writing & Printing and Newsprint papers. During the year 2025-26, the Company recorded a turnover of Rs. 3,33,28,86,992/- and net loss of Rs. 19,50,20,430/- compared to the turnover of Rs. 2,77,88,81,883/- and net loss of Rs. 12,12,65,005 - for the previous year 2024-2025.

2. STATE OF AFFAIRS

Malu Paper Mills Ltd. continues to operate in the manufacturing of Newsprint, Writing & Printing paper, and Kraft Paper. During the year under review, the companys overall profitability has been adversely affected compared to the previous year. This is primarily due to unfavorable economic and market conditions that prevailed across all business segments throughout the year.

The domestic paper market experienced significant changes in the current year, which impacted the operations of the entire Indian paper industry. In FY 2025-26, the company produced 84881 Mt of paper, a slight increase from the 80095 Mt produced in FY 2024-25. There was a notable shift in the product mix during FY 2025-26 to capitalize on the prevailing market scenario. Specifically, Newsprint & Writing printing paper production increased to 29766 Mt (35%) in FY 2025-26 from 20269 Mt (25%) in FY 2024-25, while Kraft paper production adjusted to 55115 Mt (65%) in FY 2025-26 from 59826 Mt (75%) in FY 2024-25.

Our paper mills are strategically located in Central India at Nagpur, Maharashtra. Malu Paper Mills Ltd. remains the largest Newsprint and Writing & Printing manufacturer in Central India, with capacities totaling 49,500 TPA. We continue to produce quality Newsprint and Writing & Printing Paper through a recycle process and maintain a swing facility that allows us to switch between Newsprint and Writing paper production at short notice. Additionally, the company is involved in the manufacture of packaging paper from recycle grade, with an annual capacity of 66,000 TPA.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review there has been no change in the nature of the business of the Company.

4. NUMBER OF BOARD MEETINGS HELD

The Board of Directors meets at regular intervals to review the Companys performance, deliberate on strategic and operational matters, approve financial results, review risk management, evaluate business opportunities and provide overall guidance to the management.

The meetings of the Board and its Committees are scheduled well in advance in accordance with an annual calendar. Detailed agenda papers, together with relevant notes and supporting information, are circulated to the Directors sufficiently in advance to facilitate meaningful deliberations and effective participation in the meetings.

During the financial year 2025-26, Seven (7) meetings of the Board of Directors were convened. The meetings were held in compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The maximum interval between any two consecutive Board Meetings was within the statutory limit prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, and the requisite quorum was present throughout all the meetings.

In addition to the Board Meetings, certain urgent business matters, wherever considered necessary, were approved by the Board through resolutions passed by circulation in accordance with the provisions of the Companies Act, 2013 and Secretarial Standard-1 on Meetings of the Board of Directors.

The details of the Board Meetings, including the dates of the meetings and attendance of Directors, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The Company has devised adequate systems and processes to ensure compliance with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, and such systems were operating effectively throughout the financial year. The Company has complied with all applicable Secretarial Standards during the year under review

5. COMMITTEES OF THE BOARD

As a part of its robust corporate governance framework and in compliance with the provisions of the Companies Act, 2013, the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees to facilitate focused supervision of specific areas of the Companys operations and to ensure effective governance, transparency and accountability.

As on March 31, 2026, the Board has the following Committees:

i. Audit Committee.

ii. Nomination and Remuneration Committee.

iii. Stakeholders Relationship Committee.

Each Committee functions within the scope of its charter approved by the Board and discharges the roles and responsibilities entrusted to it in accordance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and other applicable statutory requirements. The Committees play a significant role in assisting the Board by undertaking detailed examination of matters falling within their respective areas of responsibility and by making appropriate recommendations to the Board.

The composition of the aforesaid Committees, their terms of reference, number of meetings held during the financial year, attendance of members and other related disclosures are provided in detail in the Corporate Governance Report, which forms an integral part of this Annual Report.

During the financial year under review, all the recommendations made by the Board Committees, including the Audit Committee, were duly considered and accepted by the Board of Directors after appropriate deliberations.

6. PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other particulars as required under Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure -A, forming part of this Boards Report.

During the financial year under review, there was no employee who was in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the disclosure of particulars as required under Rule 5(2) read with Rule 5(3) of the said Rules is not applicable to the Company.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report form an integral part of this Annual Report as Annexure B.

The Report provides a comprehensive analysis of the Companys operational and financial performance, industry structure and developments, macroeconomic environment, opportunities and threats, business outlook, risks and concerns, internal financial control systems and their adequacy, material developments, and other information as prescribed under the SEBI Listing Regulations.

8. AUDITORS STATUTORY AUDITORS

The present Statutory Auditor of the Company, M/s Demble Ramani & Co., Chartered Accountants, Nagpur (Firm Registration No:-102259W) were appointed at the 29^thAGM for a term of 5 years from the financial year 2022-23 onwards. Accordingly, M/s Demble Ramani & Co., Chartered Accountants, Nagpur will continue as statutory auditors of the Company till the financial year 2026-27.

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors Report.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Samria & Co. Chartered accountants, (Firm Registration No. 109043W) as the Internal Auditors of the Company for the financial year 2025 26.

The Internal Auditors conduct internal audits in accordance with a risk-based internal audit plan approved by the Audit Committee. The scope of internal audit covers the adequacy and effectiveness of the Companys internal financial controls, operational processes, risk management framework, governance practices and compliance with applicable laws, regulations and internal policies.

The Internal Auditors periodically present their audit observations, findings and recommendations to the Audit Committee. The Audit Committee reviews the internal audit reports, monitors the implementation of corrective and preventive actions by the Management and provides necessary guidance to further strengthen the Companys internal control environment.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain a Secretarial Audit Report from a Practising Company Secretary.

During the financial year under review, CS V. Ramachandran, Practising Company Secretary, resigned as the Secretarial Auditor of the Company with effect from February 06, 2026. Consequently, a casual vacancy arose in the office of Secretarial Auditor. The Board of Directors, on the recommendation of the Audit Committee, appointed CS Priyanka Jaiswal, Proprietor of M/s. Priyanka Jaiswal & Associates, Company Secretaries, Nagpur (Membership No. 19133 and Certificate of Practice No. 13304), as Secretarial Auditor of the Company to fill the casual vacancy for the financial year 2025-26.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by CS Priyanka Jaiswal, Practising Company Secretary, in Form MR-3, forms part of this Annual Report and is annexed herewith as Annexure C.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comment from the Board of Directors.

Further, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors, based on the recommendation of the Audit Committee, has recommended the appointment of CS Priyanka Jaiswal, Proprietor of M/s. Priyanka Jaiswal & Associates, Company Secretaries, Nagpur (Membership No. 19133 and Certificate of Practice No. 13304), as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from the financial year 2026-27 up to the financial year 2030-31, subject to approval of the Members at the ensuing Annual General Meeting.

The proposed appointment is being placed before the Members for their approval at the 33^rd Annual General Meeting of the Company. The requisite details regarding the proposed appointment, including the terms and remuneration of the Secretarial Auditor, are provided in the Explanatory Statement annexed to the Notice convening the Annual General Meeting.

The Secretarial Auditor has confirmed that she is eligible for appointment and that her appointment is in accordance with the applicable provisions of the Companies Act, 2013, the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable SEBI circulars, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, from M/s. Priyanka Jaiswal & Associates, Practising Company Secretaries, Proprietor CS Priyanka Jaiswal (Membership No. 19133, Certificate of Practice No. 13304).

The Annual Secretarial Compliance Report confirms compliance by the Company with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable SEBI Regulations, circulars and guidelines issued thereunder.

The Annual Secretarial Compliance Report does not contain any qualification, reservation, adverse remark or disclaimer.

The said Report has been submitted to the stock exchanges (BSE Limited & NSE) within the prescribed timelines and is annexed to this Boards Report as Annexure D.

The Annual Secretarial Compliance Report is also available on the website of the Company https://malupaper.com/wp-content/uploads/2026/05/Annual-Secretarial-Compliance-report 2025-26.pdf

9. DETAILS OF FRAUD REPORTED BY AUDITORS IN TERMS OF SECTION 143(12) OF THE COMPANIES ACT, 2013

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

10. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SECURITY PROVIDED

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the particulars of loans, guarantees and investments covered under the said provisions are disclosed in the Notes to the Standalone Financial Statements forming part of this Annual Report.

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the particulars of loans, guarantees and investments are disclosed in the Notes to the Standalone Financial Statements forming part of this Annual Report.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into by the Company during the financial year 2025-26 were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

All Related Party Transactions are placed before the Audit Committee for its prior approval. In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Audit Committee has granted omnibus approval for repetitive and foreseeable transactions, wherever applicable. The transactions undertaken pursuant to such omnibus approvals are reviewed by the Audit Committee on a half-yearly basis. Wherever required, Related Party Transactions are also placed before the Board of Directors and the Members for their approval in accordance with the applicable statutory and regulatory requirements.

The particulars of Related Party Transactions entered into during the financial year are disclosed in the Notes to the Standalone Financial Statements forming part of this Annual Report in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS).

In compliance with Regulation 23(9) of the SEBI Listing Regulations, the Company has submitted the disclosures of Related Party Transactions to the Stock Exchange within the prescribed timelines.

The Board confirms that there were no materially significant Related Party Transactions entered into by the Company with its Promoters, Promoter Group, Directors, Key Managerial Personnel or their relatives, which could have a potential conflict with the interests of the Company at large.

None of the Related Party Transactions entered into during the financial year were material in terms of the applicable provisions of the SEBI Listing Regulations and the Companys Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions.

Since all Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arms length basis, and none of the transactions required disclosure under the applicable provisions of Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the disclosure requirements in Form AOC-2 are not applicable to the Company.

The Company has adopted a Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, which provides a comprehensive framework for the identification, approval, review, monitoring and reporting of Related Party Transactions. The Policy is available on the website of the Company at https://malupaper.com/wp-content/uploads/2022/06/RPT-Policy.pdf

Further, the disclosures of transactions with related parties for the financial year, as required under the applicable provisions of Ind AS, are provided in Note No. 27 to the Standalone Financial Statements forming part of this Annual Report.

12. TRANSFER TO RESERVES

The Company transferred a sum of Rs. (19,50,20,430/) to Retained Earning Reserve during the financial year ended 31^st March, 2026.

13. CHANGE IN SHARE CAPITAL

The Paid-up Share Capital as on 31^st March, 2026 is INR 17,05,92,500 comprising 1,70,59,250 Equity Shares of Rs.10/-each. There has been no change in the capital structure of the Company during the year.

14. DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

15. DISCLOSURE ON ACCOUNTING TREATMENT

The Company has adopted the Indian Accounting Standards (IndAS) from Financial Year 2017-18, as mandated. Accordingly, the financial statements for current year, including comparative figures of previous year are based on IndAS and in accordance with the recognition and measurement principles stated therein, as well as other accounting principles generally accepted in India.

The Company has not used any differential treatment which is not in compliance with accounting standards and the financials of the Company depict a true and fair view of the state of affairs of the Company.

16. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

17. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

18. DETAILS OF DIRECTOR/KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR

a. Board of Directors

The Board of Directors of the Company is duly constituted in accordance with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Board comprises an optimum combination of Executive, Non-Executive and Independent Directors, possessing diverse skills, expertise and experience, thereby ensuring effective leadership, sound corporate governance and balanced decision making.

The composition of the Board is in conformity with the applicable statutory and regulatory requirements, including the requirement relating to the presence of Women Director(s). The diverse composition of the Board enables it to provide strategic direction, exercise independent judgment and effectively oversee the Companys operations while safeguarding the interests of all stakeholders.

As on March 31, 2026, the Board comprised of Eight Directors consisting of two Executive Directors including one Managing Director & CEO and one Jt. Managing director, it also includes include Non-Executive Independent Director, Non-Executive-Non-Independent Director and Woman Director. one Chief Financial Officer (CFO), one Chief Executive Officer (CEO) and one Company Secretary. The Number of Non-Executive Directors is more than fifty percent of total number of directors. one Chief Financial Officer (CFO), one Chief Executive Officer (CEO) and one Company Secretary.

Detailed profiles of all Directors, highlighting their qualifications, competencies and professional experience, forms part of the Annual Report.

b. Director Retiring by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("the Act") read with rules made thereunder and the Articles of Association of the Company, at least two-thirds of the total number of directors, excluding Independent Directors, shall be liable to retire by rotation. Accordingly, Mr. Purushottam Ramlal Malu (01720007), Executive Director, being liable to retire by rotation at the 33^rd Annual General Meeting, has offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment to the Members of the Company.

Mr. Purushottam Ramlal Malu (01720007 has consented to act as a Director and has confirmed that he is not disqualified from being re-appointed under the provisions of Sections 164 and 165 of the Act and applicable rules made thereunder. Further, he is not debarred from holding the office of Director pursuant to any order issued by the Securities and Exchange Board of India (SEBI) or any other regulatory authority.

The re-appointment of Mr. Purushottam Ramlal Malu (01720007) does not affect the continuity of his existing tenure or responsibilities as Director. All required details pertaining to his profile, directorships in other companies, shareholding, and other disclosures as per statutory requirements are set out in the Explanatory Statement to the Notice convening the 33^rd Annual General Meeting.

As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, particulars of the Directors seeking re-appointment are given in the Notice of the AGM which forms part of this Annual Report.

BOARD DIVERSITY, COMPOSITION AND CHANGES IN DIRECTORS/KEY MANAGERIAL PERSONNEL

The Company recognizes that a diverse Board enhances the quality of decision-making and strengthens corporate governance. The Board comprises Directors with a diverse mix of skills, professional expertise, industry experience, functional knowledge, geographical exposure, age and gender, enabling it to effectively discharge its responsibilities and provide strategic direction to the Company.

The Board Diversity Policy of the Company seeks to maintain an appropriate balance of skills, experience, independence and diversity to support the Companys long-term objectives. Appointments to the Board are made on merit, taking into account the qualifications, expertise, experience, integrity and other attributes required to ensure an effective and balanced Board while promoting diversity of thought and perspective.

As on March 31, 2026, the Board of Directors of the Company comprised Eight Directors, consisting of two Executive Directors, namely one Managing Director & CEO and one Joint Managing Director, four Independent Directors, including one Independent Woman Director, and two Non-Executive Non-Independent Directors, namely Mr. Purushottam Ramlal Malu (DIN: 01720007) and Mr. Vasudeo Malu (DIN: 00301313).

The Company continues to ensure compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, with respect to the composition of the Board.

The details relating to the composition of the Board and its Committees, tenure of Directors, their areas of expertise and other relevant particulars are provided in the Corporate Governance Report, which forms part of this Annual Report.

Changes in the Board of Directors during the Financial Year 2025-26

During the financial year under review, the following changes took place in the composition of the Board of Directors of the Company:

Re-appointment of Managing Director & CEO and Joint Managing Director

The Board of Directors, at its meeting held on February 18, 2025, on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Punamchand Malu (DIN: 00301030) as Managing Director & CEO and Mr. Banwarilal Malu (DIN: 00301297) as Joint Managing Director of the Company for a further period of five consecutive years commencing from April 01, 2025.

The aforesaid re-appointments were approved by the Members of the Company by way of Special Resolution through Postal Ballot on June 21, 2025, through the remote e-voting process.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and in accordance with Clause 146 of the Articles of Association of the Company, the Managing Directors of the Company are not liable to retire by rotation.

Continuing Non-Executive Non-Independent Director

Mr. Vasudeo Malu (DIN: 00301313) continues to serve as a Non-Executive Non-Independent Director of the Company during the financial year under review.

Mr. Purushottam Ramlal Malu (DIN: 01720007) also continues to serve as a Non-Executive NonIndependent Director of the Company and, being liable to retire by rotation pursuant to the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, retires at the ensuing 33^rd Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board of Directors recommends the re-appointment of Mr. Purushottam Ramlal Malu for consideration and approval of the Members. The requisite details relating to his re-appointment, as prescribed under the applicable provisions of the Companies Act, 2013 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice convening the 33^rd Annual General Meeting.

Independent Directors

Mr. Vijaykumar Mulchandji Sarda (DIN: 10727783), CA Rajesh Nandkishore Sarda (DIN: 10727785) and CS Surabhi Pankaj Gandhi (DIN: 10729302) were appointed as Independent Directors of the Company by the Members at the 31^st Annual General Meeting for a first term of five consecutive years commencing from September 25, 2024 up to September 24, 2029. They continued to hold office as Independent Directors during the financial year under review.

Further, CA Sahil Shankar Agrawal (DIN: 02690403) was re-appointed as an Independent Director of the Company for a second term of five consecutive years commencing from November 09, 2025 and ending on November 08, 2030, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors of the Company have given declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and that they are independent of the management of the Company.

During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees and reimbursement of expenses incurred for attending meetings of the Company.

Based on the declarations and disclosures received from the Directors, none of the Directors of the Company is disqualified from being appointed or continuing as a Director under the provisions of the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

During the financial year under review, there was no change in the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2026 were as follows:

Name	Designation
Mr. Punamchand Malu	Managing Director & CEO
Mr. Banwarilal Malu	Joint Managing Director
Mr. Prakash Modi	Chief Financial Officer
Ms. Mayuri Asawa	Company Secretary & Compliance Officer

The Board places on record its appreciation for the valuable contribution made by all the Directors and Key Managerial Personnel towards the growth and development of the Company.

19. DECLARATION BY INDEPENDENT DIRECTORS

a. Declaration by Independent Directors:

As on March 31, 2026, the Board comprised four Independent Directors. The Company has received the necessary declarations and confirmations from all the Independent Directors pursuant to the provisions of Section 149(7) of the Companies Act, 2013 ("the Act") and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), confirming that they continue to fulfil the criteria of independence prescribed under the Act and the SEBI Listing Regulations.

The Independent Directors have also confirmed that there has been no change in the circumstances affecting their status as Independent Directors during the financial year. The Independent Directors have further confirmed that they are not aware of any circumstances or situations that exist or may reasonably be anticipated to impair or impact their ability to discharge their duties with objective independent judgment and without any external influence, in accordance with Regulation 25(8) of the SEBI Listing Regulations.

The Company has also received confirmations from all the Independent Directors regarding their compliance with the Code for Independent Directors as prescribed under Schedule IV to the Act, the Companys Code of Conduct for the Board of Directors and Senior Management Personnel, and the Code of Conduct under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as applicable.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed that their names are included in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar, and that they have complied with the applicable requirements prescribed thereunder. The Non-Executive Independent Directors had no pecuniary relationship or transactions with the Company during the year, other than the remuneration permitted under applicable law, including sitting fees, commission, if any, and reimbursement of expenses incurred for attending meetings of the Board and its Committees

Based on the declarations and confirmations received and after due assessment, the Board is satisfied that all the Independent Directors continue to fulfil the conditions of independence as specified under the Companies Act, 2013 and the SEBI Listing Regulations. The Board is also of the opinion that the Independent Directors possess the highest standards of integrity and the requisite skills, expertise, experience and proficiency to effectively discharge their duties and responsibilities.

b. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience (including proficiency). The Board confirms that the Independent Directors are independent of the Management.

c. Familiarisation Programme for Independent Directors

Pursuant to Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The Policy is available on the website of the Company at the weblink: https://malupaper.com/wp-content/uploads/2022/07/FAMILIARISATION-PROGRAM-FOR-INDEPENDENT- DIRECTORS-1.pdf

The Familiarisation Programme is an ongoing process, ensuring that Independent Directors remain updated on emerging business trends, market developments, technological advancements and changes in the legal and regulatory environment, thereby enabling them to effectively contribute to the deliberations of the Board and its Committees.

The Familiarization Policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities, visa- vis the Company, the industry in which the Company operates, business model, etc.

d. Separate Meetings of Independent Directors

Pursuant to the provisions of Section 149(8) read with Schedule IV to the Companies Act, 2013, Regulation 25(3) and 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards, the Independent Directors of the Company held two separate meetings on August 08, 2025 and October 10, 2025, without the attendance of the Non-Independent Directors and members of the Management.

All the Independent Directors were present at these meetings. During the meetings, the Independent Directors, inter alia:

• reviewed and evaluated the performance of the Non-Independent Directors and the Board as a whole;

• reviewed the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors; and

• assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors also deliberated on the Companys corporate governance framework, strategic direction, operational performance, risk management framework, internal financial controls and compliance environment. They expressed satisfaction with the overall functioning of the Board and its Committees, the effectiveness of the governance framework and the quality and adequacy of information and support provided by the Management for informed decision-making.

During the year under review, the Independent Directors also had unrestricted access to the Companys senior management, Statutory Auditors, Secretarial Auditor and Cost Auditor, whenever considered necessary, to enable them to effectively discharge their responsibilities.

The meetings reaffirmed the Companys commitment to maintaining the highest standards of corporate governance and strengthening the role of Independent Directors in safeguarding the interests of all stakeholders.

20. EVALUATION OF INDIVIDUAL DIRECTORS, THE BOARD & ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has carried out an annual evaluation of its own performance, the performance of individual Directors, and that of its committees.

The performance of the Board was evaluated after obtaining inputs from all Directors, based on various criteria including the Boards composition and structure, the effectiveness of its processes, the quality and timeliness of information shared, and overall functioning.

The performance of the Committees was assessed by the Board based on inputs received from respective Committee members, considering aspects such as the composition of the Committees, the effectiveness of meetings, and the discharge of their delegated responsibilities.

A separate meeting of the Independent Directors was held, wherein the performance of nonindependent directors and the Board as a whole was reviewed, taking into account the views of both Executive and Non-Executive Directors.

The Nomination and Remuneration Committee and the Board also evaluated the performance of individual Directors based on predefined criteria, which included their level of preparedness, participation in deliberations, meaningful contributions at meetings, and commitment to their roles.

The Board of Directors expressed satisfaction with the overall evaluation process and the performance of its members and Committees.

21. PLEDGE OF EQUITY SHARES

No pledge has been created over the equity shares held by either Promoters and/or Promoter Group Shareholders, if any, of the Company as on March 31, 2026. Pursuant to Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Promoters of the Company, has submitted a declaration to the Audit Committee and the Stock Exchanges where equity shares of the Company are listed, that they along with the Persons Acting in Concert have not made any encumbrance, directly or indirectly, during FY 2025-26 in respect of the shares held by them in the Company. The said declaration was noted by the Audit Committee.

22. PUBLIC DEPOSITS

During the year under review, the Company did not accept any deposit within the meaning of Section 73 and 76 of the Companies Act, 2013 (‘the Act) read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest was outstanding as on March 31,2026

23. CREDIT RATINGS

During the year under review, Malu Paper Mills Ltd (MPML) did not obtain any credit rating for its existing or proposed bank facilities.

24. INTERNAL FINANCIAL CONTROL

The Company has put in place adequate internal financial control procedures commensurate with its size, complexity and nature of business. The Company has identified and documented all key financial controls, which impact the financial statements as part of its Standard Operating Procedures (SOP). The financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and also independently by the Internal Auditor.

The Internal Auditor of the Company reports functionally to the Audit Committee of Board, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

25. COST RECORDS& COST AUDIT

The provision of Cost audit as per section 148 applicable on the Company and company has maintained proper records and account of the same as required under the act.

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s. Deepak Khanuja & Associates., Cost Accountants (Firm Regn no. 100247), as Cost Auditors of the Company for conducting the audit of Cost records for the financial year ended on 31^st March 2026. The audit report will be filed within prescribed period.

The Company has appointed M/s. Deepak Khanuja & Associates., Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year ending 31^st March, 2027.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

27. CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE

The Company has constituted committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and company has complied with the provisions of the same.

During the year, no complaint of sexual harassment was received to the company.

28. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to fostering an inclusive, equitable and employee-friendly workplace and complies with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

During the financial year under review, there was no occasion requiring the Company to extend maternity benefits under the Maternity Benefit Act, 1961.

Nevertheless, the Company has appropriate policies and practices in place to ensure compliance with the applicable provisions of the said Act and to provide the statutory maternity benefits and related entitlements to eligible women employees, as and when applicable.

The Company remains committed to providing a safe, inclusive and non-discriminatory workplace and ensuring compliance with all applicable labour and employment laws.

29. CONSOLIDATED FINANCIAL STATEMENTS

Company doesnt have any subsidiaries so there is no need to prepare consolidated financial statement for the F. Y. 2025-26.

30. COMPLIANCE WITH SECRETARIAL STANDARD

During the year, your Company has complied with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS 2), issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

Your Board confirms that there is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of a one-time settlement with any Bank or Financial Institution, during the year under review.;

32. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no instance of a one-time settlement with any Bank or Financial Institution.

33. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2025-26 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

34. DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF BOARDS REPORT

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31^st March 2026 and of the profit of the company for that period.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The annual accounts for the year ended March 31, 2026 have been prepared on a going concern basis.

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

35. LISTING OF SHARES

The Companys equity shares are listed on the following Stock Exchanges:

i. BSE Limited, Phiroze Jee Jee bhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India; and

ii. National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India. The Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2025-2026.

36. POLICY ON NOMINATION AND REMUNERATION:

In compliance with the requirements of Section 178 of the Act, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Companys website. The web- link as required under the Act ishttp://www.malupaper.com/investors/

37. RISK MANAGEMENTPOLICY

Risks are inherent to our business as our operating environment is complex, highly regulated, and dynamic. To attain our strategic growth objectives, protect the interests of all our stakeholders and meeting legal requirements we have an established process of identifying, analysing, and responding appropriately to all business risks. We have a well-embedded Risk Management Framework to ensure that we are well-placed to manage any adverse effect posed by financial, operational, strategic or regulatory related risks.

Our framework adopts appropriate risk mitigation measures for identified risks across functions. The process ensures that new risks, which might arise, or the impact of existing risks which might have increased, are identified and a strategy is put in place for mitigating such risks. The major risks identified by the management are Raw Material Risk, Quality Risk, Technological Risk, Competition Risk, Cost Risk, Financial Risk, and Legal/Regulatory Risk along with economic and political risks.

A review of the risk management policy is carried out annually by the Audit Committee and the Board of Directors.

38. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per Annexure E and forms part of the Boards Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure E.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company. Details are attached herewith as per Annexure E

39. CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on Corporate Governance along with Auditors Report on its compliance is annexed, forming part of the Annual Report.

Further all the Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year 2024-25. A declaration to this effect signed by the Managing Director& CEO of the Company also forms part of this Annual Report.

Additionally, CEO/CFO Certification as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

A Certificate from Practicing Chartered accountant regarding the compliance with the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations is annexed to this Report.

In line with the requirements of Companies Act, 2013, your Company has constituted the Board Committees and has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a detailed Corporate Governance Report forms an integral part of this Annual Report and is annexed to this Boards Report as Annexure-F

40. CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("SEBI PIT Regulations"), the Company has established a comprehensive framework to regulate, monitor and report trading in the securities of the Company by Designated Persons and other Connected Persons.

The Company has adopted and implemented the Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons ("Code of Conduct"), which is applicable to the Promoters, members of the Promoter Group, Directors, Key Managerial Personnel, Designated Persons, their Immediate Relatives and other Connected Persons who may have access to or possess Unpublished Price Sensitive Information (UPSI). The Code lays down detailed procedures governing trading in the Companys securities, including trading window restrictions, pre-clearance requirements, reporting obligations and other compliance measures, with the objective of preventing insider trading and safeguarding the interests of investors. The Company has also adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with Regulation 8 of the SEBI PIT Regulations, which provides for uniform, timely and adequate public dissemination of UPSI in a fair and transparent manner.

In compliance with Regulations 3(5) and 3(6) of the SEBI PIT Regulations, the Company maintains a Structured Digital Database (SDD) containing the particulars of persons or entities with whom UPSI is shared, together with the nature of such information, date and time of sharing and the purpose thereof. The Structured Digital Database is maintained with adequate internal controls and audit trails to ensure confidentiality, integrity and regulatory compliance. During the financial year under review, the Company complied with the applicable provisions of the SEBI PIT Regulations and the Codes adopted thereunder. Necessary disclosures, trading window closures, pre clearance mechanisms and compliance reporting were carried out in accordance with the applicable regulatory requirements.

The Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information are available on the website of the Company at www.malupaper.com.

41. SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE).

There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2024-25.

42. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to corporate social responsibility are not applicable to the Company in the reporting financial year.

43. VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the provisions of Section 177(10) of the Companies Act 2013and Regulation 22 of the Listing Regulations, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The same has been uploaded on companys website at http://www.malupaper.com/investors/

44. Web Address of the Annual Return

The draft Annual Return in Form MGT-7 for FY 2025-26, prepared as per Section 92(3) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company at www.hmagroup.co financial-performance/annual report.

The Company shall upload the final copy of the Annual Return once the same is filed with the Registrar of Companies within 60 days from the date of AGM scheduled to be held on September 23, 2026.

45. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(a) The outstanding shares in the suspense account held with Sharekhan Limited lying at the beginning of the year is 3,019 shares;

(b) none of shareholders approached listed entity for transfer of shares from suspense account during the year;

(c) no shares were transferred from suspense account during the year;

(d) the outstanding shares in the suspense account held with Sharekhan Limited lying at the end of the year is 3,019 shares;

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

ACKNOWLEDGEMENTS

Your directors wish to place on record their gratitude to Bankers, Customers, and Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the companys growth.

By Order of the Board
Malu Paper Mills Limited
Punamchand Malu	Banwarilal Malu
Managing Director & CEO	Jt. Managing Director
(DIN:00301030)	(DIN:00301297)
Date: 28/08/2026
Place: Nagpur