Orient Paper & Industries Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the annual report along with the audited accounts of your company for the year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended 31 ^st March, 2024 is summarized below:

Particulars	2023-24	2022-23
Revenue from Operations	831.94	942.96
Other Income	25.19	29.14
Total Income	857.13	972.10
Earnings before Interest, Depreciation, Amortization & Taxation	86.27	191.10
Interest/Finance costs	28.89	10.39
Profit before Depreciation and Taxation	57.38	180.71
Depreciation	43.62	33.05
Profit before Taxation	13.76	147.66
Taxation	7.53	48.41
Profit for the year	6.23	99.25
Other Comprehensive Income	118.21	(131.32)
Total Comprehensive Income	124.44	(32.07)
STATEMENT OF RETAINED EARNINGS
At the beginning of the year	929.08	834.90
Add: Profit for the year	6.23	99.25
Add: Transfer from FVOCI sale of equity investments (net of taxes)	24.04	-
Less: Other Comprehensive Loss (net of taxes)	0.41	0.23
Dividend on Equity shares	21.22	5.30
At the end of the year	937.72	929.08
EPS (Rs.)	0.29	4.68

2. GLOBAL ECONOMIC CLIMATE

Despite bleak predictions, the global economy has remained remarkably resilient, exhibiting steady growth and decelerating inflation. Global growth is expected to hold steady in 2024 and 2025, despite projections remaining below its longer-run average.

Going forward, geopolitical tensions threaten to fuel inflation. After supply-chain disruptions in the aftermath of the Covid-19 pandemic, Russias war on

Ukraine triggered an energy and food crisis, followed by a simultaneous tightening of monetary policy across major economies. Now we are confronted with an evolving conflict in the In FY24, Indias real GDP is estimated to have grown at an impressive 7.8%, reinforcing its status as a promising economy with a stable government, controlled inflation, a buoyant domestic market, and a rapidly expanding digital economy. These factors are creating unprecedented opportunities for manufacturing within the country. This robust growth is primarily driven by resilient domestic consumption and strong private sector investments. Additionally, policy reforms aimed at enhancing the business environment and attracting foreign investments are further bolstering Indias economic prospects.

The baseline forecast for global growth is 3.2% in

2024-25, unchanged from the financial year 2023-

24. Advanced economies are expected to see a slight acceleration in their growth - from 1.6% in 2023 to

1.7% in 2024, and 1.8% in 2025. Global headline inflation East. in the baseline may fall from 6.8% in 2023 to 5.9% in 2024, and 4.5% in 2025. Indias growth is expected to hover at around 6.8% in FY25.

Source: IMF Outlook, OECD

3. COMPANYS PERFORMANCE

The year under review saw Orient Paper experience a decrease in revenue by 11.8%. This decline is attributed to a combination of a ~10% drop in realisations due to a market price correction and a marginal ~1% reduction in sales volume caused by planned downtime for key projects such as the ECF bleaching system commissioned this year.

In FY24, Orient Paper doubled down on its transformation strategy, with a view to becoming a truly customer-centric organisation. To achieve this, it embarked on an ambitious project, ‘Mission Khushi, which focuses on sustainable and responsible growth. Additionally, steps were taken to develop the value chain and build deeper connections with micro-markets through Hub Meets. Customer engagement was further enhanced via the Orient Stars digital platform.

The companys transition to an ECF bleaching process underscores its commitment to environmental sustainability. This year also saw the highest-ever plantation, on ~19,570 acres, and an approximately 15% increase of renewables in its energy mix in FY24. Additionally, Orient Paper transformed its agroforestry programme by implementing Good Agricultural Practices (GAP) across 22,500 acres, benefitting 38,154 families.

During the year under review, Orient Paper introduced 11 new SKUs across its product categories of Writing and Printing, Wellness and Hygiene and Plastic Substitutes. Value-Added Products represented

61% of the companys product mix.

On the operations side, through the first phase of debottlenecking, Orient Paper increased its capacity by 36% in FY24. Further, the company modernised and digitalised various manufacturing processes in the pulp-mill and paper-machine sections.

During the year, Orient Paper also laid a strong foundation for Industry 4.0 by upgrading control systems across production units and adding 684 new field instruments. It stabilised the SAP-HANA system and prepared network infrastructure for future digitalisation phases, setting the stage for seamless interconnectivity via Integrated Control Systems (ICS) in FY25.

The companys focus on building people capability led to a systematic skill-enhancement plan, including training programmes conducted through OEMs. This resulted in a phenomenal 343% increase in the number of training hours conducted during the year.

4. SUSTAINABLE DEVELOPMENT AND ENVIRONMENT

FY24 witnessed a further advancement in Orient

Papers ESG (Environmental, Social, and Governance) agenda. The companys approach has shifted from compliance to setting new benchmarks. Its action plan covers 16 out of the 17 UN-SDG goals, with a significant footprint, soil, and water conservation.

Decarbonization efforts are underway, with estimates suggesting a ~30% reduction in per-ton coal dependence within 36 months. This will be achieved through operational excellence and the adoption of superior technology (via capital expenditure) in the companys power plant. As per UNFCCC-CDM methodology (AR-ACM0003) of carbon accounting via GHG removal creating sinks by afforestation and reforestation activities Orient Paper is on track to become net carbon negative in 60 months (by

FY29) considering CO2 sequestration by its large-scale plantation initiatives across primarily barren lands.

Orient Papers efforts on water conservation have led to a significant reduction in water usage. The company conserves approximately 86% of the water used in its operations, achieved through the creation of more than 1440 water harvesting structures.

5. SHARE CAPITAL

There was no change in the share capital of the

Company during the financial year 2023-24.

6. DIVIDEND

The Directors recommend payment of a dividend of

Re. 0.25/- (25%) per equity share of Re. 1/- each for the Financial Year ended 31^st March, 2024 subject to the approval of the shareholders at the ensuing

Annual General Meeting ("AGM"). This dividend payout ratio works out to 39% of the net profit for the financial year ended 31 ^st March, 2024. Pursuant to the the Income Tax Act, 1961 dividend paid or distributed by the companies shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, at the rates prescribed therein.

The dividend recommended by the Board is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Listing Regulations is available on the Companys website: https:// orientpaper.in/wp-content/assets/investors/code-and-policy/Dividend-Distribution-Policy.pdf

7. CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013, the cash flow statement for the year ended 31^st March, 2024 is included in the annual accounts.

8. PUBLIC DEPOSITS

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies

(Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The company has not given any loans, provided any guarantees / securities or made investments that are covered under the provisions of Section 186 of the

Companies Act, 2013 (the "Act"), during the financial year ended 31^st March, 2024.

10. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of the CSR activities as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)

Rules, 2014, are provided in the Annual Report as

Annexure I. The Companys Policy on Corporate

Social Responsibility is available on the website of the Company at https://orientpaper.in/wp-content/ assets/investors/code-and-policy/CSR-Policy.pdf

11. ANNUAL RETURN

Pursuant to the provisions of Section 92 of the

Companies Act, 2013 and rules framed thereunder a copy of the Annual Return has been placed on the

Companys website at https://orientpaper.in/annual-general-meeting/

12. DIRECTORS AND KEY MANAGERIAL

PERSONNEL

(i) Changes in Directors

• Mr. Srinivasan Vishvanathan (DIN:02255828) was appointed as an

Independent Director for a period of five years from 25^th March, 2019 to 24^th March, 2024. On the recommendation of the

Nomination & Remuneration Committee (NRC) and the Board of Directors, the Shareholders of the Company approved re-appointment of Mr. Srinivasan Vishvanathan as Independent Director of the Company for a second term of five years commencing from 25 ^th March, 2024 upto 24^th March, 2029, by way of a special resolution passed through Postal Ballot on 21^st March 2024.

• Mr. Ashwin Bishnoi (DIN: 06862466) was appointed as an Independent Director of the Company for a period of years from 1^st August, 2019 to 31^st July, 2024. The Nomination & Remuneration

Committee and the Board of Directors of the Company at their respective meetings held on 28^th May, 2024 and 29^th May, 2024, approved the re-appointment of Mr. Ashwin Bishnoi as Independent Director from 1^st August, 2024 to 31^st July, 2029, subject to approval of the shareholders of the Company.

(ii) Changes in Key Managerial Personnel

• Mr. Pradeep Kumar Sonthalia will cease as President (Finance) & CFO of the Company consequent upon his retirement with effect from 31^st May, 2024.

• Based on the recommendation of

Nomination & Remuneration Committee and approval of the Audit Committee, the Board of Directors of the Company at its meeting held on 29^th May, 2024, appointed Mr. Amit Poddar, Head-

Finance & Accounts as Chief Financial Officer of the Company w.e.f. 1 ^st June, 2024.

(iii) Retirement by rotation

In accordance with the provisions of Section

152 of the Companies Act, 2013, Mr. Chandra

Kant Birla (DIN: 00118473), Director of the

Company, retires by rotation and being eligible offers himself for re-appointment.

(iv) Board Evaluation

Pursuant to the provisions of the Companies

Act, 2013 and the SEBI (Listing Obligations &

Disclosure Requirements) Regulation, 2015, the

Board has carried out an annual performance evaluation of its own performance, of the directors individually as well as the evaluation of its various Committees. The process of evaluation has been explained in the Corporate Governance Report.

(v) Board Meetings

The details of meetings of the Board and its various committees are given in the Corporate Governance Report.

None of the Directors are disqualified under Section 164 of the Companies Act, 2013.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence in terms of Section

149(6) of the Companies Act, 2013 read with Regulations 16 and 25 of SEBI (Listing

Obligations and Disclosure Requirements)

Regulations, 2015. The Independent Directors have also confirmed compliance with the provisions of section 150 of Companies Act, 2013 read with rule 6 of Companies (Appointment and Qualifications of Directors)

Rules, 2014, relating to inclusion of their name in the databank of Independent Directors.

13. AUDITORS & AUDIT REPORTS

(i) Statutory Auditors

Pursuant to the provisions of Section 139 of the

Companies Act, 2013, the Shareholders of the Company at the Annual General Meeting held on 10^th August, 2022, appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/W-100022) as the Auditors of the Company for a period of 5 years, from the conclusion of 86^th Annual General Meeting to the conclusion of 91^st Annual General Meeting. The Auditors Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

Further, in terms of section 143 of the

Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, notifications/ circulars issued by the Ministry of Corporate

Affairs, from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by its officers or employees of the Company.

Note no. 48 (c) appearing in the Notes to

Financial Statements referred to in the Auditors

Report is self-explanatory.

(ii) Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules made there under, Mr. Somnath Mukherjee, Cost Accountant

(Membership no. 5343), was appointed for the financial year ending 31^st March, 2024 to conduct cost audit for the products covered under the said rule. The Board of Directors of the Company, on the recommendation of the Audit Committee has further appointed Mr. Somnath Mukherjee, Cost Accountant as Cost Auditor for auditing the cost accounts of the Company for the financial year 2024-25. The Auditor has confirmed his eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Cost Auditor of the Company.

(iii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Company appointed Mr. A. K. Labh, Company Secretary in Practice (CP Regn. No. 3238) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Report of the

Secretarial Auditor is annexed to this report as Annexure II. The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Board of Directors of the Company have further appointed Mr. A. K. Labh, Company

Secretary in Practice to undertake the

Secretarial Audit of the Company for the financial year 2024-25.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)

(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached herewith as Annexure III and forms part of this annual report

15. DIRECTORS

RESPONSIBILITY STATEMENT

Directors responsibility statement pursuant to section 134(3)(c) of the Companies Act, 2013 is attached herewith as Annexure IV and forms part of this annual report.

16. PARTICULARS OF EMPLOYEES

The prescribed information of Employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure V and forms part of this annual report.

17. EMPLOYEE STOCK OPTION SCHEME

Company has adopted ‘Orient Paper & Industries Limited - Employee Stock Option Scheme-2023 ("ESOP Scheme"), during the financial year 2023-

24, as part of its Long-Term Incentive Programme with the intention to attract, motivate and retain high quality talent at the senior level and in line with growth objective of the Company. The ESOP Scheme of the Company is in compliance with the

SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("ESOP Regulations") and Listing Regulations. Disclosures pursuant to ESOP Regulations are uploaded on the website of the Company and can be accessed at the Weblink: https://orientpaper.in/wp-content/assets/investors/

DISCLOSURE-UR/ESOP-Disclosure-Mar2024.pdf

There was no change in the ESOP Scheme 2023 since its adoption by the shareholders of the

Company. During the year under review 14,00,277 stock options were granted to eligible employees of the Company. More details on ESOPs are provided in the notes to accounts of the financialstatements for the financial year 2023-24, forming part of the

Annual Report. compliance M/s A. K. Labh & Co., Practicing Company Secretaries, Secretarial Auditors of the Company, has certifiedthat the Companys ESOP Scheme has been implemented in accordance with the ESOP Regulations and the resolutions passed by the shareholders approving the ESOP Scheme. The said certificate from the Secretarial Auditors of the Company shall be available for inspection by the shareholders at the ensuing AGM.

18. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTY

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on arms length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee and Board of Directors on a quarterly basis specifying the nature, value and terms & conditions of the transactions. Details of transactions with related parties during the financial year 2023-24 are provided in the notes to the Financial Statements. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are given in the prescribed form AOC -2 as Annexure VI. Web link for the policy on the website is https://orientpaper.in/wp-content/ assets/investors/code-and-policy/Related-Party-Transaction-Policy.pdf

19. CORPORATE GOVERNANCE

The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholders value.

The Companys business objective and that of its management and employees is to manufacture and market the Companys products in such a way so as to create value that can be sustained on a long-term basis for all its stakeholders, including shareholders, employees, customers, government and the lenders. In addition to compliance with the regulatory requirements, the Company endeavours to ensure the highest standards of ethical conduct throughout the organization.

The Company is in full compliance with the Corporate Governance requirements in terms of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

A report on Corporate Governance and a certificate the from the auditors confirming Corporate Governance requirements are attached and forms part of this annual report.

20. MANAGEMENT DISCUSSION AND

ANALYSIS

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section, forming an integral part of this Annual Report.

21. REMUNERATION POLICY

The Board has, on the recommendation of its

Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and forms part of this annual report. Web link for the policy on the website is https://orientpaper.in/wp-content/ assets/investors/code-and-policy/Nomination-Remuneration-Policy.pdf

22. RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee, inter alia, to frame, implement and monitor the risk management plan for the Company.

Pursuant to Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a risk management policy. The policy comprises of a robust business risk management framework to identify, evaluate and mitigate potential business risks. The business risk framework defines the risk level including documentation and reporting.

Details of the Risk Management Committee and the Risk Management Policy are given in the Corporate Governance Report.

23. WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives, the Company has a Vigil Mechanism named Whistle

Blower Policy to deal with instances of fraud and mismanagement.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report. Web link for the policy on the website is https://orientpaper.in/wp-content/assets/investors/code-and-policy/Whistle-Blower-Policy.pdf

24. PROTECTION OF WOMEN AT WORKPLACE

It has been an endeavor of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company as required under the provisions of the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

The Company has not received any complaints under the said policy during the year. Web link for the policy on the website is https://orientpaper.in/wp-content/ assets/investors/code-and-policy/POSH.pdf

25. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial which impact the financial statements, as part of its

Standard Operating Procedures (SOPs). The SOPs are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The Financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

26. OTHER DISCLOSURES

antsignific material(i) There orderswere no passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

(ii) There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial ^st March 2024 and the date of this Report.

(iii) No application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, your Company has not made any onetime settlement with any bank or financial institution.

(iv) The Company has complied with applicable Secretarial Standards i.e. SS-I and SS-II, relating to Meetings of the Board of Directors and General Meetings, respectively.

27. ACKNOWLEDGEMENTS

The Board of Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, co-operation, and support in the Companys endeavors to achieve continuous growth and progress.

By Order of the Board of Directors
	C. K. Birla
	Chairman
New Delhi, 29th May, 2024	(DIN: 00118473)