Mohit Paper Mills Ltd Directors Report

Dear Members

Your Directors have the pleasure in presenting Thirty Third (33rd) Annual Report on the business and operations of Mohit Paper Mills Limited (“MPML” or the “Company”), along with the audited financial statements, for the financial year ended March 31st, 2025.

FINANCIAL PERFORMANCE

The standalone financial statements for the financial year ended March 31st, 2025, forming part of this Annual Report, have been prepared in accordance with Companies Act, 2013 (“the Act”) and the relevant rules issued there under, the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015 (“SEBI Listing Regulations”) and applicable Indian Accounting Standards.

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	18,020.62	18,562.60
Other Income	654.52	640.05
Total Income of the company	18,675.15	19,202.66
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	2464.67	1,875.92
Less: Depreciation/ Amortization/ Impairment	853.32	590.42
Profit before Finance Costs, Exceptional items and Tax Expense	1611.35	1285.5
Less: Finance Costs	686.22	375.54
Profit before Exceptional items and Tax Expense	925.13	909.96
Add/(less): Exceptional items	0.00	0.00
Profit before Tax Expense	925.13	909.96
Less: Tax Expense (Current & Deferred)	274.70	264.62
Profit for the year (1)	650.43	645.35
Other Comprehensive Income (2)	0.44	0.00
Total Comprehensive Income (1+2	650.87	645.35

COMPANY OVERVIEW

The Company was incorporated in 1992 and listed on BSE Ltd., continues to pursue its mission of delivering quality paper products while maintaining a strong focus on sustainability, operational efficiency, and stakeholder value. The Company is engaged in the manufacturing of a broad spectrum of paper products including white and colored writing and printing paper, MG poster paper, kraft paper, and other customized varieties to meet the evolving market demands.

The Company follows an agro-based manufacturing model, using renewable raw materials such as bagasse and other agricultural residues, supplemented with imported waste paper. This approach supports our environmental objectives while ensuring high product quality and strength. Our paper is sold in multiple formats including reels, sheets, and other sizes as per customer specifications, catering to both domestic and export markets.

In FY 2024-25, the Company continued to operate at a high level of capacity utilization. Despite ongoing challenges such as input cost volatility and limited scale compared to large industry players, the Company remained focused on long-term cost optimization and technological upgradation. Agrobased inputs, while sustainable, are subject to seasonal and market-based price fluctuations, which continue to impact overall cost structures.

As part of its ongoing capital investment program, the Company has completed the installation of the evaporator and caustic soda recovery plant. These strategic additions are expected to enhance operational efficiency by reducing chemical consumption, improving energy utilization, and lowering overall production costs- ultimately supporting stronger margins in the coming financial years.

Looking ahead, the Company remains committed to its strategic priorities of sustainable growth, operational excellence, and value creation for shareholders. The Company aim to further strengthen our market presence, explore new product opportunities, and invest in cleaner technologies that enhance competitiveness and reduce the environmental footprint. With these initiatives in place, the Company is confident in building a future-ready organization that delivers consistent performance and long-term value to all stakeholders.

RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

The management of the Company remains unwavering in its commitment to driving the Companys growth and achieving its long-term strategic objectives. The Company continues to focus on its core segment-paper manufacturing and consistently works to enhance operational efficiency, strengthen market position, and maximize shareholder value.

As of FY 2024-25, the Companys installed production capacity stands at 130 metric tons per day (MT/day), thus utilizing this capacity to its full potential. In the previous FY 2023-24, the Board of Directors approved the installation of a 150 TDS Boiler and Evaporator (BE), alongside a caustic soda recovery plant, to further enhance production capabilities within the existing capacity. The primary objective behind this initiative was to improve steam generation, power efficiency, and caustic soda recovery, which are critical to the paper production process.

The installation of the BE and caustic soda plant is expected to increase operational efficiency by optimizing energy usage and chemical recovery, enabling the Company to maximize its existing production capacity. These strategic investments are designed to further strengthen our cost competitiveness and operational sustainability.

The Company has made significant progress in these initiatives as the BE and caustic soda plant were successfully commissioned during FY 2023-2024. This milestone marks a key achievement for the Company as it allows to fully leverage the installed capacity and improve overall production efficiency.

Looking ahead, the Company remain focused on leveraging these operational improvements to enhance profitability, reduce costs, and deliver continued value to our shareholders. The successful implementation of these projects reinforces our commitment to build a more efficient and resilient Company, well-positioned for future growth and success.

Key Developments During the Financial Year 2024-2025

• Business Segment: The Company continued to operate within its core business segment of paper manufacturing, with no diversification or changes to the nature of its business during the year.

• Status of the Company: There were no significant changes to the status or operations of the Company.

• Financial Year: The Companys financial year remained unchanged, and all operations were conducted within the regular fiscal cycle.

• Corporate Restructuring: There were no acquisitions, mergers, expansions, modernization efforts, or diversification activities undertaken during the year.

• Material Events: No material events occurred during the year under review that significantly impacted the operations, financial position, or strategic direction of the Company.

Highlights of Financial Performance for the Financial Year 2024-2025

During the FY 2024-25, the Company recorded a net revenue of Rs. 18,020.62 lakhs as compared to Rs. 18,562.61 lakhs in the previous year. This reflects a change in sales performance, primarily influenced by the prevailing market conditions, including fluctuations in paper prices.

In FY 2024-25, the Company continued to face challenges with the market price of paper and a reduction in paper prices had a significant impact on the Companys revenue.

Additionally, the other income of the Company increased to Rs. 654.52 lakhs from Rs. 640.05 lakhs in the previous year, reflecting an improvement driven by strategic initiatives. This represents an increase of approximately 2.26% over the previous year.

Despite the increase in other income, the reduction in paper prices impacted the overall financial performance. As a result, the total income for FY 2024-25 stands at Rs. 18675.15 lakhs, compared to Rs. 19,202.66 lakhs for FY 2023-24.

Reserves

For the FY 2024-25, the Company has transferred a sum of Rs. 650.87 lakhs to General Reserves, reflecting its continued commitment to strengthening financial stability. The total free reserves and surplus (Other Equity) as of March 31st, 2025, stands at Rs. 3,703.23 lakhs, compared to Rs. 3,052.36 lakhs as on March 31st , 2024, reflecting the Companys consistent growth in reserves.

Cash and Equivalents

As of March 31st, 2025, the Companys cash and cash equivalents have reached Rs. 28.75 lakhs, compared to Rs. 13.12 lakhs as of March 31st, 2024, indicating an improvement. This is in line with the Companys strategic focus on efficient working capital management, ensuring that receivables, inventories, and other working capital parameters are managed effectively through continuous monitoring.

Net Worth and Earnings Per Share (EPS)

As of March 31st, 2025, the Companys net worth stands at Rs.5,103.23 lakhs, compared to Rs. 4,452.36 lakhs as of March 31st, 2024, reflecting the Companys ongoing financial health and sustained value creation.

The Earnings Per Share (EPS) for the financial year ended March 31st, 2025, is recorded at Rs. 4.65, compared to Rs. 4.61 for the financial year ended March 31st, 2024, showing growth in profitability per share.

Dividend

The Board of Directors, after carefully evaluating the relevant factors, including the Companys financial position, liquidity, and long-term growth prospects, has decided that it would be prudent not to recommend any dividend for the FY 2024-25. This decision reflects the Companys focus on reinvesting resources to support future growth and ensure financial stability.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company from the end of the financial year, March 31st, 2025, to the date of this report, which would have a significant impact on the Companys financial standing.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

CHANGES IN CAPITAL STRUCTURE

During the FY 2024-25 and up to the date of this report, there were no changes in the capital structure of the Company.

The details of the share capital of the Company as of March 31st, 2025, are as follows:

• Authorized Share Capital

As of March 31st, 2025, there was no change in the authorized share capital of the Company, which remains at Rs. 17,50,00,000 (Rupees Seventeen Crore Fifty Lakhs Only), consisting of 1,75,00,000 (One Crore Seventy-Five Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each.

• Paid-up Share Capital

As of March 31st, 2025, the issued, subscribed, and paid-up capital of the Company is Rs. 14,00,00,000 (Rupees Fourteen Crore Only), divided into 1,40,00,000 (One Crore Forty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each. There has been no change in the share capital during the year.

The Companys equity shares are listed on BSE Limited.

HOLDING, SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES

As of March 31st, 2025, the Company does not have any Holding, subsidiaries, associate companies, or joint ventures. Accordingly, there is no requirement to file a statement in Form AOC-1 under Section 129(3) of the Act and during the financial year no Companies ceased to be subsidiaries, associates and joint venture of the Company.

RELATED PARTY TRANSACTIONS

Pursuant to the section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, the Company has established a Policy on Materiality of Related Party Transactions (RPT) and dealing with rPt, which is available on the Companys website at https://www.mohitpaper.in/

The Policy ensures that appropriate procedures are followed for the approval, reporting, and disclosure of all transactions between the Company and its related parties. All related party transactions, as well as any material modifications, are reviewed and approved by the Audit Committee. Omnibus approval is obtained on a quarterly basis for repetitive transactions and those entered into in the ordinary course of business at arms length.

During the FY 2024-25, the Company did not enter into any contract, arrangement, or transaction with related parties that would be considered material according to the Companys Policy on Materiality of Related Party Transactions.

All related party transactions entered into during the year were in the ordinary course of business and conducted on an arms length basis. No material related party transactions, as defined by the policy adopted by the Board of Directors, were entered into during the year. Therefore, the disclosure required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

The web link of above policy is here http:// www. mohitpaper.in/upload/ others/policies_latest/3_ related partytransactionPolicyMetaUp.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Act, the Board of Directors of your Company confirms that:

(a) . In the preparation of the annual accounts for the year ended March 31st, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

(b) . The Directors have 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 as at March 31st, 2025 and of the profit of the company for the year ended on that date;

(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 of the Company on a going concern basis;

(e) . The Directors had laid down the 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 of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, the prevention o and detection of fraud and errors, the accuracy & completeness of the accounting records and the timeh preparation of reliable financial disclosures. The Companys Internal Financial Control System i designed to help and ensure the effectiveness and efficiency of operations, proper financial reportin and compliance of laws and regulations. The Company has adopted policies and procedures for ensurinj the orderly and efficient conduct of its business, including the adherence to the Companies Policies, th< safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy an completeness of the accounting records and timely preparation of reliable financial disclosures.

In line with this, M/s MAA and Company has been appointed as the Internal Auditor, who, ii collaboration with the Audit Committee, formulates, monitors, and evaluates the effectiveness an adequacy of the Companys internal control systems.

DIRECTOR AND KEY MANAGEMENT PERSONNEL (“KMP”)

• Composition and Constitution of Board of Directors

The Board of Directors of the Company is constituted with a balanced mix of Executive and NonExecutive Directors, including Independent Directors and a Woman Director, in accordance with the provisions of the Act and SEBI Listing Regulations

As on March 31st, 2025, the Board comprises of 09 (Nine) Directors, consisting of:

• 1 Managing Director

• 1 Whole-Time Director

• 7 Non- Executive Directors, including 4 Independent Directors

The structure and other details regarding Board of Directors (Board) are mentioned in Corporate Governance report, annexed herewith.

• Appointment, re-appointment and Cessation

During the FY 2024-25 year and up to the date of this report there are such changes under review:

> Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board, at its meeting held on April 01st, 2024 approved the appointment of Mr. Satya Praksh (DIN: 10564516), Mrs. Shubhi Jain (DIN: 10564596) and Mrs. Sakshi Jain (DIN: 10564854) respectively as Additional Directors (Non-Executive Independent Director), not liable to retire by rotation, for a term of five years commencing from April 01st , 2024 to March 31st, 2029 (both days inclusive), subject to the approval of the shareholders. The appointment of Mr. Satya Praksh, Mrs. Shubhi Jain and Mrs. Sakshi Jain as Directors (NonExecutive Independent Director) was subsequently approved by shareholders on June 18th, 2024 through Postal Ballot.

> Mr. Sourabh Mathur (DIN: 08354589), ceased to be an Independent Director of the Company with effect from the closing of business hours on February 19th, 2025.

> During the FY 2025-26, based on the recommendation of the Nomination and

Remuneration Committee (NRC), the Board, at its meeting held on May 15th, 2025, approved the appointment of Mr. Praveen Goyal (DIN: 11104068) as an Additional Director (NonExecutive Independent Director), not liable to retire by rotation, for a term of five years commencing from May 15th, 2025 to May 14th, 2030 (both days inclusive), subject to the approval of the shareholders. The appointment of Mr. Praveen Goyal as Director (NonExecutive Independent Director) was subsequently approved by shareholders on August 08th, 2025 through Postal Ballot.

> Further, based on the recommendation of the Nomination and Remuneration Committee and considering their vast experience and valuable contribution to the Company, the Board has approved the re-appointment of Mr. Sandeep Jain (DIN: 00458048) and Mr. Pradeep Rajput Kumar (DIN: 06685586) for a further term of five (5) consecutive years commencing from August 24th, 2025 to August 23rd, 2030, with Mr. Sandeep Jain continuing as Chairman and Managing Director (Executive Director, Promoter) and Mr. Pradeep Rajput Kumar as Whole-Time Director (Executive Director, Non-Promoter Group).

• Director Liable to Retire by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Shubhi Jain (DIN: 06685602), Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for reappointment.

A resolution for her reappointment, along with the relevant details, forms part of the Notice convening the forthcoming AGM and is detailed in the accompanying Explanatory Statement.

• Changes in Key Managerial Personnels (KMPs)

As on March 31st, 2025, the Key Managerial Personnels (KMPs) of the Company were:

• Mr. Sandeep Jain, Chairman and Managing Director

• Mr. Pradeep Rajput Kumar, Whole-Time Director

• Mr. Arvind Kumar, Chief Financial Officer

• Ms. Kusum Chauhan, Company Secretary & Compliance Officer*

*Mr. Shivam Sharma ceased to be the Company Secretary and Compliance Officer of the Company w.e.f. July 13th, 2024 and Mrs. Kusum Chauhan was appointed in his place w.e.f September 06th, 2024. Further Mrs. Kusum Chauhan ceased to be the Company Secretary and Compliance Officer of the Company w.e.f closing of business hours on June 25th, 2025 and Ms. Tanvi Jain has been appointed in her place with immediate effect.

BOARD DIVERSITY

Pursuant to the provisions of Section 178(3) of the Actand Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the NRC is responsible for formulating the criteria for determining the qualifications, positive attributes, and independence of Directors.

The Company recognizes that a diverse and inclusive Board enhances decision-making quality, strengthens governance, and drives sustainable performance. The Company is committed to building a Board that reflects a balance of skills, experience, expertise, gender, age, cultural background, and geographic diversity.

We firmly believe that a truly diverse Board not only brings a variety of perspectives and thought processes to the table but also contributes significantly to better strategic direction and improved risk oversight. This diversity enables the Company to remain competitive, innovative, and responsive to stakeholder needs in a rapidly changing business environment.

The Board and NRC continue to assess and uphold these principles while appointing and reappointing Directors, ensuring alignment with the Companys values and long-term objectives.

Nomination and Remuneration Policy for Directors, Key Managerial Personnels and other employees of the Company, is available on the Companys website at http://www.mohitpaper.in/upload/others/policies_latest/1_Board%20Diversity%20Policy.pdf.

FAMILIARISATION PROGRAMME

In line with the Companys commitment to good governance practices, a Familiarization Programme was conducted for the Independent Directors during the financial year ended March 31st, 2025. This initiative is aimed at ensuring that the Independent Directors have a thorough understanding of the Companys culture, operations, strategic goals, and regulatory environment, enabling them to perform their roles effectively and contribute meaningfully to the decision-making process.

As part of the Companys governance practices, a separate meeting of the Independent Directors was held on February 12th, 2025. This meeting focused on evaluating the overall performance of the Board and its individual members. Additionally, the session provided an opportunity for the Independent Directors to participate in the familiarization programme, which included an orientation on the Companys business model, financial performance, and strategic direction. The meeting also facilitated discussions on the evolving regulatory landscape, corporate governance standards, and risk management processes.

These initiatives reflect the Companys ongoing commitment to enhancing the effectiveness of the Board and ensuring that its members are well-equipped to guide the organization through its continued growth and evolving challenges.

The details of training and familiarization program are provided in the corporate governance report and also available on companys website http://www.mohitpaper.in.

DETAILS OF BOARD MEETINGS

During the financial year ended March 31st 2025, the Board met 6 (Six) times. The details of Board meetings are mentioned in Corporate Governance Report as annexed with this report. The intervening gap between any two meetings was within the period prescribed by the Act and SEBI Listing Regulations.

For further details in respect of Composition, number and attendance of each director in various Committees of Board as required in accordance with Secretarial Standard-1 on Board Meetings and SEBI Listing Regulations, please refer to the Corporate Governance Report of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31st, 2025, the Board had all the Statutory Committees i.e. the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders Relationship Committee. The details regarding the composition, meetings of these committees and the attendance of each of the directors thereon is given in the Corporate Governance Report forming part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations. In terms of Regulation 25 (8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstances or situations which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV of the Act and the Code of Conduct for Directors and Senior management personnel formulated by the Company.

Independent Directors get registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA) from time to time and undertake, if required, online proficiency self-assessment test conducted by the IICA.

The Board of Directors of the Company has taken on record the declarations and confirmations submitted by the Independent Directors and based upon the declarations received from them, in the opinion of the Board all independent directors (including independent directors appointed during the year) possess strong sense of integrity and have requisite experience, skills, qualification and expertise and are independent of the management. For further details, please refer to Corporate Governance report.

BOARD EVALUATION

The performance evaluation process and associated tools are reviewed by the Nomination and Remuneration Committee on a need basis. The Committee may, from time to time, seek independent external advice to enhance the evaluation framework. It also reserves the right to amend the Policy, as necessary, to ensure its continued relevance and alignment with the evolving needs of the Company.

The Company has implemented a Policy for the performance evaluation of the Board, its Committees, Independent Directors, and other individual Directors, including both Executive and Non-Executive Directors. The overall effectiveness of the Board is assessed based on the ratings received by individual Directors, which serve as the basis for decisions regarding the appointment, re-appointment, or removal of Directors not meeting performance expectations. In line with this Policy, the Board conducts a structured evaluation of its own performance, that of its committees, and of each individual Director.

The evaluation exercise was carried out through a structured process covering various aspects of the functioning of the Board, including its committees and individual Directors. The assessment focused on areas such as the composition of the Board and its Committees, the experience and competencies of Directors, the performance of specific duties and responsibilities, and key governance matters.

The evaluation process focused on various aspects of the functioning of the Board and its Committees, including their structure, composition, quality of deliberations, conduct of meetings, and overall effectiveness.

A separate meeting of the Independent Directors was held on February 12th, 2025, which was attended exclusively by Independent Directors. During the meeting, they discussed, inter alia, the performance of Non-Independent Directors, the Board as a whole, and the performance of the Chairman of the Company, taking into account the views of both Executive and Non-Executive Directors. The Independent Directors also reviewed the quality, quantity, and timeliness of information flow between the Companys management and the Board. The performance evaluation of all Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

OUTCOME OF EVALUATION PROCESS

The Board expressed satisfaction with the professional expertise, knowledge, and active participation of each of its Directors. All Directors contributed effectively to the Boards decision-making processes. The Committees of the Board were duly constituted and discharged their responsibilities efficiently. The Board also noted with satisfaction the adequacy and timeliness of supporting documents provided, which enabled informed assessment of policy and procedural matters essential for the Companys effective functioning. Furthermore, the Board was satisfied with both the decision-making and implementation processes followed. The Directors also expressed their satisfaction with the overall evaluation process.

REMUNERATION POLICY

In accordance with the provisions of Section 178(3) of the Act, and the SEBI Listing Regulations, the Board has, upon the recommendation of the Nomination and Remuneration Committee (“NRC”), formulated a comprehensive policy on the Nomination and Remuneration of Directors and senior members of the management. This policy outlines the criteria for determining the qualifications, positive attributes, and independence of a director, along with other relevant matters.

The policy also encompasses the processes for selecting and appointing Directors, Senior Management, and establishing their remuneration, ensuring alignment with the Companys strategic objectives, and enhancing long-term shareholder value. The policy on directors Nomination and Remuneration, including criteria for determining qualification, positive attribute and independence of a director and other relevant matter, as required as per section 178(3) of the Act, and SEBI Listing Regulations. The Board has, on the recommendation of the Nomination and Remuneration Committee (“NRC”) framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is placed on the website of the Company at http:// www. mohitpaper.in /upload/others/policies_latest/2_N&RPolicy.pdf.

There was no change carried out in the policy during the year under review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company is committed to conducting its affairs with the highest standards of professionalism, honesty, integrity, and ethical behavior, ensuring fairness and transparency in all interactions. In compliance with the requirements of the Companies Act and SEBI Listing Regulations, the Company has implemented a Whistle Blower Policy that provides a mechanism for employees to report instances of unethical behavior, suspected fraud, or violations of the Companys Code of Conduct or Ethics Policy.

Whistle blowing is the confidential disclosure by an individual of concerns related to perceived wrongdoing in the workplace. The policy is designed to establish controls for the detection, reporting, prevention, and proper resolution of issues related to fraud, unethical behavior, and similar matters. It also ensures adequate safeguards against retaliation for Directors or employees who use the mechanism, with provisions for direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review, the Board and Audit Committee did not receive any complaints through this mechanism.

The whistle blower policy of the Company is available at the

https://www.mohitpaper.in/upload/others/policies_latest/9_WISTLE%20BLOWER_VIGIL%20MACHANISM.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company presents itself as a responsible corporate citizen, demonstrating a clear commitment to contributing to the welfare of communities where it operates through various Corporate Social Responsibility (CSR) initiatives.

The stated objective of the CSR policy to pursue integrated development in an economically, socially, and environmentally sustainable manner aligns well with the principles of inclusive growth and stakeholder engagement. The CSR Policy is available on the Companys website at www.mohitpaper.in.

To achieve its Corporate Social Responsibility (CSR) objectives in a professional and integrated manner, the Company undertakes CSR activities in accordance with the provisions of the Companies Act, 2013.

For the FY 2024-25, the Company is not required to form a CSR Committee, as its CSR liability has remained below ?50 lakhs in the preceding financial years. In line with the Act, the Board of Directors is directly responsible for monitoring and implementing CSR activities. The CSR policy is available at the website i.e. www.mohitpaper.in.

Further, the Annual Report on CSR Activities/ Initiatives including all requisite details is annexed with this report at Annexure 2

RISK MANAGEMENT POLICY

The Company has adopted an integrated risk management framework that enables the regular identification, assessment, and review of key risks. This proactive approach ensures the implementation of a robust system for risk control and mitigation.

Senior Management periodically evaluates the risk management framework to ensure it remains relevant, responsive, and aligned with emerging challenges and industry dynamics.

The major risks identified by the management include:

• Fluctuations in the prices of raw materials and fuel,

• Currency exchange rate volatility,

• Regulatory and compliance-related risks,

• Financial and operational risks,

• Environmental risk,

The management is of the view that none of these risks currently poses a material threat to the Companys sustainability. A comprehensive risk mitigation strategy is in place to manage and minimize the potential impact should any of these risks materialize.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company does not fall under the purview of the disclosure of Business Responsibility and Sustainability Report under the Regulation 34 (2)(f) of SEBI Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

Details of loans, guarantees and investments covered under Section 186 of the Act including purpose thereof form part of the notes to the financial statements provided in this Annual Report.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) and 134 (3)(a) of the Act, the Annual Return for the FY 2024-25 of the Company is available on the website of the Company at: https://www.mohitpaper.in/mpml_financial-info.html

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Pankaj K. Goyal & Co., Chartered Accountants (ICAI Firm Registration No. 006885C), were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting held on September 29th, 2022, for a term of five (5) consecutive years. Their tenure will continue until the conclusion of the 35th Annual General Meeting of the Company to be held in the year 2027.

The Statutory Auditors have audited the financial statements of the Company for the financial year ended March 31st, 2025. These audited financial statements are being presented to the members for approval at the ensuing Annual General Meeting.

The Auditors Report for the FY 2024-25 does not contain any qualifications, reservations or adverse remarks or disclaimers. The Auditors Report is enclosed with the financial statements in this Report. The Statutory Auditors were present at the last AGM.

REPORTING OF FRAUD BY AUDITORS

During the year, under section 143(12) of the Act, neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee or the Board of the Company any fraud by its officers or employees and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

INTERNAL AUDITORS

M/s MAA & Co., Chartered Accountants, were appointed as the Internal Auditor of the Company for the FY 2024-25. The Internal Auditor submitted their reports to the Audit Committee and the Board of Directors. Based on their performance, M/s VPSJK & Co., Chartered Accountants (Formerly MAA & Co.) have been re-appointed as the Internal Auditor for the financial year 2025-26.

COST AUDITORS AND COST AUDIT REPORT

In accordance with the provisions of Section 148(3) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s H. TARA & Co. (Reg. No.: 100265) as the Cost Auditor of the Company for the financial year ending March 31st, 2025.

The Cost Auditor Report issued during the FY 2024-25, does not contain any qualification, reservation, or adverse remark. During the year under review, the Cost Auditor have not reported any instances of fraud under section 143(12) of the Act and therefore disclosure of details u/s 134(3) of the Act is not applicable.

The Board based on the recommendation of Audit Committee, has appointed M/s H. TARA & Co. (Reg. No.: 100265) for the financial year 2025-26. M/s H. TARA & Co., being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2025-26. The remuneration payable to the Cost Auditor is subject to the ratification by the members of the Company at the ensuing AGM.

M/s H. TARA & Co. have confirmed that they are not disqualified from being appointed as the Cost Auditors of the Company and satisfy the prescribed eligibility criteria.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Agarwal S. Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year ending March 31st, 2025.

The Secretarial Audit Report, in Form No. MR-3, for the financial year ended March 31st, 2025, is annexed to this Annual Report as Annexure 3. Further, the Secretarial Audit Report issued during the FY 2024-25, does not contain any qualification, reservation, or adverse remark.

Pursuant to the provisions of Section 204 of the Act, read with the relevant rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI Listing Regulations, and based on the recommendation of the Audit Committee, the Board of Directors has appointed Mr. Ankit Jain proprietor of M/s Ankit J & Associates, Practicing Company Secretary (M. No.: A-31103, Peer Review Certificate No. 6942/2025), as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from FY 2025-26 up to FY 2029-30.

Mr. Ankit Jain holds a valid peer review certificate and is eligible to conduct the secretarial audit of the Company. As the appointment requires the approval of the shareholders, the Board proposes the appointment of Mr. Ankit Jain as Secretarial Auditor for the aforesaid term and has annexed the proposed resolution in the notice of the ensuing 33rd Annual General Meeting for shareholders approval.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Management firmly believes that people are the Companys most valuable asset and is committed to empowering employees to achieve both business goals and their personal and professional aspirations. Human Resources plays a vital role in aligning workforce capabilities with strategic objectives, ensuring the seamless execution of the Companys vision.

The Company fosters a culture of continuous learning and development to stay ahead of evolving business needs and emerging opportunities. Inclusivity and gender equality are core values, reflected in efforts to promote diversity across all levels of the organization.

Employee engagement initiatives are designed to build a sense of belonging and encourage active participation in both professional development and social responsibility activities. The Company also prioritizes employee well-being by promoting a healthy and flexible work environment, including the provision of flexible working hours to support work-life balance.

INDUSTRIAL RELATIONS

The Company has maintained healthy, cordial, and harmonious industrial relations across all levels. This positive and collaborative environment continues to contribute to overall organizational stability and employee satisfaction.

CORPORATE GOVERNANCE

Pursuant to the Regulation 15(2) of the SEBI Listing Regulation, a separate report on Corporate Governance is annexed to this Annual Report. This report also includes a certificate from the Practicing Company Secretary confirming compliance with the prescribed Corporate Governance norms.

Additionally, all members of the Board and Senior Management Personnels have submitted written affirmations confirming their compliance with the Companys Code of Conduct for the FY 25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the Regulation 34(2) read with Schedule V of the SEBI Listing Regulation, the Management Discussion and Analysis Report on matters related to the business performance as stipulated in the SEBI Listing Regulations is given as a separate section in the Annual Report.

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

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure- A to the Boards Report.

PARTICULARS OF EMPLOYEES

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 1 and forms an integral part of this Annual Report. Further, a statement showing the names and other particulars of employees drawing remuneration in excess of limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules is maintained and forms part of this Annual Report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at investorsmohitpaper@gmail.com.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013

Your Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, inter-alia, to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy. The Company has not received any sexual harassment complaints during the FY 2024-25 and hence no complaint is outstanding as on March 31st, 2025.

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no complaints were received regarding Sexual Harassment of women at workplace.

PARTICULARS	DETAILS	STATUS
No. of Complaints filed during the financial year	None	NA
No. of Complaints pending as on end of the financial year	None	NA

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Board wishes to inform that the Company is in compliance with the provisions of the Maternity Benefit Act, 1961, to the extent applicable. The Company remains committed to ensuring employee welfare and fostering a safe, supportive, and inclusive work environment. It will continue to adhere to all applicable statutory requirements, as and when they become applicable.

EMPLOYEE DIVERSITY AND GENDER REPRESENTATION

The Company acknowledges the importance of fostering diversity and ensuring equal opportunities in the workplace. As of March 31st, 2025, the total number of employees on the rolls of the Company stood at 258. During the year under review, there was a balanced representation of both male and female employees. The Board recognizes the value of a diverse and inclusive workforce and remains committed to nurturing an environment that supports equity and inclusion. The Company will continue to explore and implement initiatives aimed at enhancing gender diversity across all levels of the organization, with the objective of achieving equitable representation in the future.

OTHER DISCLOSURES

(i) Significant and material orders passed by the Regulators or Courts

No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

(ii) Transfer of amounts to Investor Education and Protection fund (IEPF)

No amount/ shares are underlying for transferring to IEPF.

(iii) Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company which have occurred from the end of the financial year of the Company to which the financial statement relates i.e. March 31st, 2025 till the date of this report.

(iv) Deposits

During the year, the Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the (Companies Acceptance of Deposits) Rules, 2015 and as such, no amount on account of principal or interest related thereto was outstanding as on date of the Balance Sheet i.e. March 31st, 2025.

(v) Compliance with Secretarial Standard on Board and General Meetings

During the period under review, the Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

(vi) Details of Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year

The Company has neither made any application nor any proceedings is pending under Insolvency and Bankruptcy Code, 2016 during the Fy 2024-25.

(vii) Details of difference between the amount of the Valuation done at the time of One Tim e Settlement and the valuation done while taking loan from the banks or financial in stitutions

There are no specific disclosures required under details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

GENERAL

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

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• Neither Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

CAUTIONARY STATEMENT

Statements in this “Directors Report” & “Management Discussion and Analysis” describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in the Government regulations, tax regimes, economic developments within India and the Countries in which the Company conducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors expresses its sincere appreciation to the Central and State Governments, Stock Exchanges, Banks, Financial Institutions, Shareholders, Lenders, Depositories, Registrar and Share Transfer Agents, and Business Associates for their continued support and cooperation during the year.

The Board also extends its gratitude to the Companys clients and all stakeholders for their trust, partnership, and sustained association.

The Directors place on record their deep appreciation for the unwavering dedication, commitment, and hard work of employees at all levels. Their persistent efforts have been pivotal in sustaining the Companys leadership position in the industry.

Lastly, the Board is profoundly thankful to the shareholders for their enduring confidence and support. The Company looks forward to continued collaboration with all stakeholders as it advances on its path of sustained growth and excellence.

	By Order of the Board of Directors
Date: August 12, 2025	For Mohit Paper Mills Limited
Place: New Delhi	Sd/-
Regd. Office: 15A/13, Upper Ground Floo	Sandeep Jain
East Patel Nagar, New Delhi- 110008	(Chairman and Managing Director )
	DIN: 00458048