Neeraj Paper Marketing Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting you their 31 st Annual Report on the business and operations of the company together with the Audited Financial Statement of the Company for the year ended 31 st March 2026.

FINANCIAL SUMMARY

(INR in Lacs)

PARTICULARS	CURRENT YEAR	PREVIOUS YEAR
	31/03/2026	31/03/2025
Net Sale/Income from Operations	16722.80	19686.63
Other Income	26.53	3.86
Total Income	16749.32	19690.49
Profit before Finance Charges, Depreciation & Tax	174.70	330.61
Finance Charges	73.89	254.62
Depreciation	28.35	32.99
Profit Before T ax before exceptional items	72.47	43.00
Exceptional items	0	0
Profit Before Tax after exceptional items	72.47	43.00
Provision for Tax	21.02	18.34
Profit After Tax	51.45	24.66
Balance of Profit Brought Forward	765.74	741.08
Balance available for appropriation	817.19	765.74
Proposed Dividend on equity shares	Nil	Nil
T ax on proposed Dividend	Nil	Nil
Transfer to General Reserve	Nil	Nil
Surplus carried to next years account	817.19	765.74
Earning Per Share(EPS) - Basic	0.47	0.22
Diluted	0.47	0.22

DIVIDEND

As company required funds for business and growth, no Dividend is recommended for the year under review.

TRANSFER TO RESERVE

During the year under review, no amount was transferred to General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

STATE OF COMPANY AFFAIRS:

The Turnover for the Financial Year ended on 31/03/2026 is Rs.16722.80 Lacs as compared to Rs. 19686.63 Lacs last year. Net profit of the company before exceptional items and tax is Rs.72.47 Lacs as compared to Rs. 43.00 Lacs last year. The company is engaged in marketing business of variety of paper like duplex, kraft, waste paper, art paper, poster paper etc.

During the financial year, there is no change in the nature of business of company.

FUTURE PROSPECTS

India is the 15th largest paper producer in the world. Demand for paper products, including writing papers, printing papers, and specialty papers, has been steadily increasing. India accounts for about 5% of the global paper market. The market value of the Indian paper industry is expected to reach US$ 19.1 billion in 2033.

The Indian paper industry (valued at over ^1,200 billion) is growing at a 6-7% annual rate. Key drivers include the booming e-commerce sector, the ban on single-use plastics pushing eco-friendly packaging, rising literacy rates driven by government education initiatives, and urbanization which spurs demand for premium consumer and hygiene products.

The market value of the Indian paper industry is expected to grow from 2024 to 2033 at a CAGR of around 7.5%. With the increase in literacy rate, more and more students are entering the education system and the demand for notepads, textbooks and supplementary materials is increasing and giving a positive boost to the paper industry. The future growth trend of the Indian paper industry is also being driven by the increasing demand for corrugated and household paper products.

The paper industrys growth is primarily driven by sustainability trends, expanding e-commerce, increasing packaging demand, technological innovation, recycling initiatives, and supportive environmental policies.

Key Drivers of Growth

1. Rising Demand for Sustainable Packaging

• Growing preference for eco-friendly and biodegradable packaging over plastic.

• Increased use of paper bags, cartons, and corrugated boxes.

2. The E-Commerce & Packaging Revolution

• E-Commerce and Quick Commerce Boom: The surge in online shopping requires vast quantities of corrugated boxes, paperboards, and protective packaging materials.

• Retail Premiumization: FMCG brands are shifting toward aesthetic, high-quality, and premium paper-based packaging to attract consumers.

• Regulatory Bans on Plastics: Strict environmental regulations and bans on single-use plastics are forcing industries (textiles, food delivery) to adopt eco-friendly, recyclable paper alternatives

3. Population Growth and Urbanization

• Higher consumption of tissue paper, packaging, notebooks, and other paper products due to increasing population and urban lifestyles.

4. Growth in Food and Beverage Industry

• Increasing demand for paper cups, food containers, cartons, and wrapping materials for takeaway and delivery services.

5. Changing Lifestyles and Healthcare

• Hygiene and Tissue Demand: Post-pandemic, there is a distinct upward trend in the use of specialty and tissue papers. Urbanization and growth in the hospitality and healthcare sectors are accelerating this segment.

• Pharma & Healthcare Packaging: The expansion of pharmaceutical production requires high-quality, specialized paper for packaging and medical inserts.

6. Export Opportunities

• Growing international demand for paper products and packaging materials creates opportunities for manufacturers to expand into global markets.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The internal audit is entrusted to M/s VPSJ & Company a firm of Chartered Accountants.

The main thrust of internal audit is to test and review controls, appraisal of risks and business practices. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements to strengthen the same.

Further, The Company has adopted policies and procedures to ensure the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. The Company has not taken any unsecured loans from directors during the financial year 2025-26.

AUDITOR AND AUDITORS REPORT:

(a) STATUTORY AUDITOR

Pursuant to the provisions of Sections 139 and other applicable provisions, if any, of the Companies Act, 2013, read with the rules made thereunder, M/s. Goel Singhal & Associates, Chartered Accountants, Muzaffarnagar, (Firm Registration number 006496C) were appointed as Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 27 th Annual General Meeting held on 30 th September, 2022, until the conclusion of 32 nd Annual General Meeting of the Company to be held in the calendar year 2027.

The Company has received a confirmation from the Statutory Auditors confirming that their appointment is within the limits prescribed under Sections 139 and 141 of the Companies Act, 2013. The Company has also received a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), as required under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Report given by the Auditors on the financial statement of the Company is part of this Annual Report and enclosed with the financial statements for the information of the members. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report on the financial statements for the year ended March 31, 2026. Further, no fraud is reported by auditors under subsection (12) of section 143 in their Report on the financial statements for the year ended March 31, 2026.

(b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (LODR) Regulations, 2015, it is mandated that every listed entity undertake a Secretarial Audit.

Further, listed entities are required to submit an Annual Secretarial Compliance Report, which shall be signed by the appointed Secretarial Auditor, a peer reviewed firm of Company Secretaries satisfying the conditions as prescribed by SEBI.

In alignment with the aforementioned regulatory framework including the amendments made by SEBI and the provisions of the Companies Act, 2013 regarding Secretarial Audit and appointment of Secretarial Auditor and as mentioned in the previous years Annual Report, the Board of Directors of the Company based on the recommendations of the Audit Committee at its Meeting held on 8th August 2025, approved and recommended to the Shareholders for their approval, the appointment of M/s. Anuradha Bhatia & Associates, a peer reviewed firm of Company Secretaries in whole time practice, as the Secretarial Auditor of the Company for a term of 5 consecutive years commencing from 1st April 2025 to 31st March 2030. Further, the Shareholders of the Company at the 30th Annual General Meeting held on 29 th September 2025, basis the recommendation of the Board of Directors, approved the aforementioned appointment of M/s. Anuradha Bhatia & Associates as the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year 2025-26, in the prescribed Form MR-3, is annexed to this Boards Report as Annexure I. Annexurel.

The Board noted that there is no observation made in the Secretarial Audit report for the financial year ended 31 st March 2026.

The Annual Secretarial Compliance Report issued by M/s Anuradha Bhatia & Associates pursuant to Regulation 24(A) of SEBI (LODR) Regulations, 2015 was submitted to stock exchange in time.

(c) COST RECORD AND COST AUDITOR

As your company is trading company & due to non - applicability of section 148 and applicable provisions of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and the Company is not required to appoint cost auditor for audit of cost records.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31 st March, 2026, there were no associate, Subsidiary or Joint Venture of the Company.

SHARE CAPITAL

The paid up equity share capital as on 31 st March, 2026 was Rs. 11,00,00,000. Further the company has not bought back any of its securities, has not issued any Sweat Equity Shares, has not provided any Stock Option Scheme to the employees and no Bonus Shares were issued during the year under review.

ANNUALRETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of Companies Act 2013 the company has filed its annual return for the financial year ended 31 st March, 2025 & the same has been uploaded on the website of the Company under the link .

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE Limited where the Companys Shares are listed. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO ETC

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

Since the company is not a manufacturing company, therefore the conservation of Energy, Technology absorption is not applicable.

(A) Conservation of Energy:

All efforts are made to conserve and optimize use of energy with continuous monitoring and to reduce its electricity consumption during the financial year.

(I) the steps taken or impact on conservation of energy; -NIL

(ii) the steps taken by the company for utilising alternate sources of energy; -NIL

(iii) the capital investment on energy conservation equipments; -NIL

(B) Technology absorption:

Since the company is involved in the trading activities, no specific expenses are made towards technology absorption during the financial year.

(i) the efforts made towards technology absorption; -NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; -NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -NIL

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development. -NIL

(C) Foreign exchange earnings and Outgo:

There is no Foreign exchange earnings and out flow of the company during the financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Deepak Goel and Praveen Kumar Goel were reappointed as Whole Time Directors of the company in the Board Meeting held on 8 th August, 2025 and approved by shareholders in the 30 th Annual General Meeting held on 29 th September, 2025 for the period of three years w.e.f 09 th August, 2025 to 08 th August, 2028.

Mr. Amit Agarwal was reappointed with the approval of shareholders as retire by rotation at the 30 th Annual General Meeting held on 29 th September, 2025

The company had received the declarations from the Independent Directors confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (IICA).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, Proficiency, experience and expertise in the fields of legal, industry experience, strategy, finance and governance, IT and human resources, safety and sustainability, etc. and that they hold the highest standards of integrity.

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Praveen Kumar Goel (DIN 0014638), Director of the Company retire by rotation at the ensuing Annual General meeting and being eligible offer himself for reappointment.

Except that there was no change in the Key Managerial Personnel of the Company. In terms of the Act, the following are the KMPs of the Company as on 31st March 2026:

1.	Mr. Deepak Goel	- Whole Time Director
2.	Mr. Parveen Kumar Goel	- Whole Time Director
3.	Ms. Deepa Kumari	- Company Secretary
4.	Mr. Vipin Kumar Goel	- Chief Financial Officer

a) Performance Evaluation of Board, Committees and Directors

During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Performance Evaluation Policy of the Company. The Nomination and Remuneration Committee has devised the criteria for evaluation of the performance of the Directors including the Independent Directors. The said criteria specify certain parameters like attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guidelines.

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Non Independent Directors and the Board was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

A structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance was prepared and performance evaluation was carried out based on response received from directors.

Evaluation of Committees

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and needs within and outside the Company, demonstrated and effective communication skills, adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committees recommendation for the decisions of the Board, etc.

Evaluation of Directors and Board

A separate exercise was carried out to evaluate the performance of Individual Directors and the Board as a whole. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of Board was based on criteria inter alia, including Structure of the Board, Meetings of the Board, Functions of the Board, Role and responsibilities of the Board, Governance and compliance, Evaluation of Risks, Corporate culture and values etc.

Criteria for Independent Directors

The performance evaluation of Independent Directors was based on various criteria, inter alia, including qualification, experience, , core skill, , ability and willingness to speak up, ability to carry others, ability to disagree, stand his/her ground, Participation of the Directors in the Board proceedings and his / her effectiveness, The devotion of sufficient time and attention towards professional obligations for independent decisions and acting in the best interest of the Company, Provides strategic guidance to the Company and determines important policies with a view to ensuring long-term viability and strength , Bringing external expertise and independent judgment that contributes to the objectivity of the Boards deliberation, particularly on issues of strategy, performance, and conflict management etc.

The results of the Evaluation for the year under review were shared with the Board, Chairman of respective Committees and individual Directors. The results of Evaluation showed high level of commitment and Engagement of Board, its various Committees and Senior leadership.

As part of the outcome of the Performance Evaluation exercise it was noted that the Board is Independent, operates at a high level of Governance Standards and is committed to creating value for all stakeholders. It was also noted that the Meetings of the Board are well planned and run effectively by the Chair, its Committees are managed well and continue to perform on their respective focus areas of Governance and Internal Controls.

The Directors expressed their satisfaction with the Evaluation process. Based on the outcome of the Evaluation of the year under review, the Board has agreed to maintain the High Standards of Governance, Visibility and Interaction in the coming years.

b) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The highlights of this policy are as follows:

1. Criteria of selection of Non- Directors

a. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of marketing, finance, taxation, law, governance and general management.

b. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

c. The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

d. The Committee shall consider the following attributes/criteria, whilst recommending to the Board the candidature for appointment as Director.

I. Qualification, expertise and experience of the Directors in the irrespective fields;

ii. Personal, Professional or business standing;

iii. Diversity of the Board.

e. In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

2. Remuneration

The Non -Executive Directors shall be entitled to receive remuneration by way of sitting fees for participation in the Board / Committee meetings and commission as detailed hereunder:

i. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee meeting attended by him/her at his/her discretion of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;

ii. The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company.

Managing Director & Whole Time Director - Criteria for selection / appointment

For the purpose of selection of the Managing Director or Whole Time Director the Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

Remuneration for the Managing Director or Whole Time Director

i. At the time of appointment or re-appointment, the Managing Director or Whole Time Director may be paid such remuneration as may be mutually agreed between the Company (which includes the nomination & Remuneration Committee and the Board of Directors) and the Managing Director or Whole Time Director within the overall limits prescribed under the Companies Act, 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

iii. The remuneration of the Managing Director or Whole Time Director shall comprise only of the fixed component. The fixed component shall comprise salary, allowances, perquisites, amenities and retiral benefits.

Remuneration Policy for the Senior Management Employees

I. In determining the remuneration of the Senior Management Employees (i.e. KMPs and senior officers just one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads) the Committee shall ensure / consider the relationship of remuneration and performance benchmark is clear;

II. The Managing Director or Whole Time Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors and thereafter shall recommend the annual increment and performance incentive to the Committee for its review and approval.

The policy is available on the website of the company under the link .

c) Board Meetings

During the year Seven Board Meetings were held. Date of meetings are as follows:

S.no.	Type of meeting	Date of meeting	Total no. of members as on the date of meeting	Attendance
				No. of members Attended	% of attendance
1	Board Meeting	30-05-2025	6	6	100%
2	Board Meeting	17-06-2025	6	6	100%
3	Board Meeting	08-08-2025	6	6	100%
4	Board Meeting	25-09-2025	6	6	100%
5	Board Meeting	13-11-2025	6	6	100%
6	Board Meeting	13-02-2026	6	6	100%
7	Board Meeting	26-02-2026	6	6	100%

d) Committee Meetings

During the year Five Audit Committee meeting, one Nomination and Remuneration Committee Meeting, four Stakeholder Relationship Committee Meeting held. Date of meetings are as follows:

S.no.	Type of meeting		Date of meeting		Total no. of members as on the date of meeting		Attendance
							No. of members Attended	% of attendance
1	Audit committee meeting		29-05-2025		3		3	100%
2	Audit committee meeting		17-06-2025		3		3	100%
3	Audit committee meeting		08-08-2025		3		3	100%
4	Audit committee meeting		13-11-2025		3		3	100%
5	Audit committee meeting		13-02-2026		3		3	100%
5	Stakeholder Committee Meeting		03-04-2025		3		3	100%
6	Stakeholder Committee Meeting		21-07-2025		3		3	100%
7	Nomination and Remuneration Committee Meeting		29-07-2025		3		3	100%
Name of the Company		Balances as on 31st March 2026		Maximum outstanding during the year		Purpose
Ecopap International Private Limited		510		510		To be utilized for Business purpose of the company

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has in place a robust process for approval of Related Party Transactions and on dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality of and Dealing with Related Party Transactions and as required under SEBI Circular dated February 14, 2025 for compliance with the Industry Standards Forum (ISF) comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI.

e) Independent Director Meeting

During the year, there is one meeting of Independent Directors which was held on 24 th March 2026 without the presence of non-independent directors and members of the management and all the independent directors shall endeavor to be present at such meetings.

VIGIL MECHANISM

Pursuant to the Listing Regulation and as per Section 177 of the Companies Act, 2013 the company has established a vigil mechanism/Whistle Blower policy for the directors and employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the companys Code of Conduct or Ethics Policy.The policy is available on the website of the company under the link .

COMMITEES OF THE BOARD

a) AUDIT COMMITTEE

From 1 st April, 2025 to 31 st March 2026, the Audit Committee comprised of the following members:

1.	Mr. Gagan Aggarwal ( Non-Executive Independent Director)	- Chairman
2.	Mr. Amit Agarwal ( Non-Executive Director)	- Member
3.	Ms. Neha Agarwal( Non-Executive Independent Director)	- Member

All the recommendations made by Audit committee were accepted by the Board.

b) NOMINATION AND REMUNERATION COMMITTEE

From 1 st April, 2025 to 31 st March 2026, the Nomination and Remuneration Committee comprised of the following members:
1.Mr. Gagan Aggarwal (Non- Executive, Independent Director)	- Chairman
2.Ms. Pooja Bhardwaj (Non- Executive, Independent Director)	- Member
3.Mr. Amit Agarwal (Non-Executive Director)	- Member

c) STAKEHOLDER RELATIONSHIP COMMITTEE:

From 1 st April, 2025 to 31 st March 2026, the Stakeholder Relationship Committee comprised of the following members:
1. Mr. Amit Agarwal (Non-Executive Director)	- Chairman
2. Mr. Deepak Goel (Whole Time Director)	- Member
3. Mr. Gagan Aggarwal (Non-Executive Independent Director)	- Member

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. During the year, the company has given loan to a company. The details of loans given are provided below and in the Note no. 10 and 34 of the Financial Statement forming part of Annual Report of the Company during FY 2025-26.

Details of Loan (Rs. in Lacs)

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website under the link at .

A particular of contracts or arrangements or transactions in Form AOC-2 is attached as Annexure II. Detailed disclosure of related party transactions are also provided in Note No. 34 of Financial Statement.

MANAGERIAL REMUNERATION

Disclosure under Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014read with The Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as Annexure III .

RISK MANAGEMENT POLICY

In accordance with Companies Act, 2013 and listing Regulation, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY

As per Companies Act, 2013, provisions of Corporate Social Responsibility are not applicable to the company.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

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

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

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

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The prescribed information of Employees as required under Section 134(3)(q) read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure IV.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR

The number of employees as on the closure of financial year is stated as below:

Male	10
Female	10
Transgender	0

INTERNAL COMPLAINT COMMITTEE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, your Directors state that during the year under review, company has complied with the provisions relating to constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no cases of sexual harassment reported to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

a) No. of complaints filed during the year: Nil

b) No. of complaints disposed during the year: Nil

c) No. of complaints pending as on end of the financial year: Nil

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in the Listing Regulation.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016. STATEMENT RELATING TO MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has complied with the provisions of Maternity benefit Act, 1961.

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

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised Code of Conduct to Regulate, Monitor and Report Trading by Insiders (the Code). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to Unpublished Price Sensitive information (UPSI) relating to the Company.

The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information (UPSI) during trading window closure period. The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website under the link_ .

INCOME TAX SEARCH

During the year, Income-tax Department conducted a search operation under the provisions of the Income-tax Act, 1961 at the registered office of the Company on March 18, 2026 and they concluded the same on March 20, 2026. During the course of the search they were provided with the required information or document. Further, no assessment order or demand has been received by the Company up to the date of approval of this Board Report.

Based on the facts presently available and the advice received, management believes that no adjustment is required in these financial statements. The ultimate outcome of the proceedings and the resultant financial impact, if any, cannot presently be reasonably estimated and will be recognized upon finalization of the assessment proceedings.

The Company is monitoring the matter closely and will comply with all statutory requirements. If in future, company receives any assessment order or demand by the authorities.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued Customers, Bankers and various departments of government and local authorities.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts and spirit of dedication shown by the employees, officers and the executives at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the Year under review.

By the order of the Board For NEERAJ PAPER MARKETING LIMITED

	Sd/-	Sd/-
	Deepak Goel	Parveen Kumar Goel
	(Whole-Time-Director)	(Whole-Time-Director)
	DIN:00200527	DIN: 00014638
	Add: 218-222, Agarwal	Add: 218-222, Agarwal
DATED: 13th August 2026	Prestige Mall, Near M2K Cinema	Prestige Mall, Near M2K Cinema
PLACE: DELHI	Pitampura, Delhi-110034	Pitampura, Delhi-110034