Orient Press Ltd Management Discussions

1. Introduction-Global Economy:

After enduring a prolonged and unprecedented series of shocks, the global economy appeared to have stabilized, with steady yet underwhelming growth rates. However, the landscape has changed as governments around the world reorder policy priorities and uncertainties have climbed to new highs. Forecasts for global growth have been revised markedly down compared with the January

2025 World Economic Outlook (WEO) Update, reflecting effective tariff rates at levels not seen in a century and a highly unpredictable environment. Global headline inflation is expected to decline at a slightly slower pace than what was expected in January.

Intensifying downside risks dominate the outlook, amid escalating trade tensions and financial market adjustments.

Divergent and swiftly changing policy positions or deteriorating sentiment could lead to even tighter global financial conditions. Ratcheting up a trade war and heightened trade policy uncertainty may further hinder both short-term and long-term growth prospects. Scaling back international cooperation could jeopardize progress toward a more resilient global economy.1% in CY 2024.

2. Industry Structure &Development

India is witnessing a substantial shift towards sustainable packaging, aligning with global sustainability concerns.

This trend is particularly pronounced among Indian brands. Companies are increasingly investing in research and development to create innovative packaging solutions that address specific industry needs while maintaining environmental sustainability. This evolution is supported by automated manufacturing processes and quality control systems, enabling producers to meet international standards while maintaining cost-effectiveness and environmental responsibility.

The printing and packaging sector in India is a crucial segment of the countrys manufacturing industry. It serves as a broad array of end-users market, including food and beverages, pharmaceuticals, consumer goods and electronics. The sector is witnessing rapid growth due to rising consumer demand, increasing urbanization and technological advancements. Packaging plays a pivotal role in consumers experience with respect to the brand and the overall purchasing experience. There are four major functions of packaging-containment, protection, communication and utility-that are intended to maximize while reducing losses and wastage; and salesandprofits all of them are critical for enhancing consumer experience. The corrugated box market is expected to see continued growth in 2025, driven by increasing demand for sustainable and recyclable packaging solutions, particularly in e-commerce and food & beverage industries. The market is projected to reach USD 179.8 billion in 2025, with a forecasted CAGR of 5.1% to reach USD 297.0 billion by 2035. . This significant market position is driven by the explosive growth of e-commerce and advancements in digital printing technologies, as corrugated boxes represent about 80% of packaging demand in the e-commerce sector. The segments strength is further reinforced by its versatility across various industries, from food and beverages to electronics and pharmaceuticals. Modern die-cut corrugated containers have gained immense recognition for their durability and customization capabilities, particularly in shipping specific items. The industrys eco-friendly nature, consuming about 7.5 million MT per year of recycled Kraft paper, has also contributed to its market leadership.

Review of Operations

During the year, the Company has incurred pre-tax Loss of Rs 374.35 Lakhs as compared to pre-tax loss of Rs 130.30 Lakhs in the previous year. The Net Turnover of the Company was at Rs 14,253.66 Lakhs for the year as against Rs 17,051.31 Lakhs in previous year.

The Revenue from Operations (Net) of different divisions of the Company was as under:

(Rs In Crores)

Division	Current Year	Previous Year
Printing Division	52.68	72.57
Flexible Packaging Division	70.97	76.49
Paper Board Carton Division	17.60	21.45
Candles Division	1.29	-

3. Segment Wise Performances

The Business of Company falls under three Segments viz. (a) Printing (b) Flexible Packaging (c) Paper Board Packaging

(a) Printing Division :

The Revenue from Operations (Net) of the Printing Division of the Company has decreased by 27.41% compared to the previous year. Decreased in sales due to downfall in IPO forms printing, Annual reports printing, diary printing business. In the current year turnover of this division should improve.

(b) Flexible Packaging Division:

The Revenue from Operations (Net) of the Flexible Packaging Division of the Company has decreased by 7.22 % compared to the previous year. The division was operated below of its production capacity due to severe competition from the unorganized sector and un-remunerative selling price. In the current year turnover of this division should improve.

(c) Paper Board Carton /Rigid Box Division:

The Revenue from Operations (Net) of the Paper

Board Carton& Rigid Box Division of the Company decreased by 17.95 % compared to the previous year. The division was operated below of its production capacity due to severe competition from the unorganized sector and un-remunerative selling price. In the current year turnover of this division should improve.

During the F.Y. 2023-24, the Board approved for the diversification of the business of the Company and accordingly a manufacturing unit was set up in

Tarapur Dist. Palghar, Maharashtra for manufacture of candles. The Commercial production of the candle manufacturing plant has commenced with effect from 1^stJune, 2024. The Company expects that this diversification of the business will be beneficialfor the growth of the Company.

The Company is keenly interested in inducting new technology aimed at upgrading its existing facilities to remain as one of the leading players in the printing and packaging industry. The Companys main thrust now is in paper and paper board related printing and packaging business to safeguard its business interest against any government legislation to curb plastic related packaging on the ground of environmental pollution. The Company is committed to promote eco-friendly packaging for which it has installed automatic Board to Kraft fluting Lamination Machines. All these machineries and equipment will help the Company to enhance its business opportunity in value added printing and packaging sector and in export market.

4. Future Prospects / Outlook

Packaging is currently the fifth-largest sector of the Indian economy. The paper and paperboard packaging business experienced strong growth over the last decade, driven by growth in e-commerce, pharmaceutical, food processing, manufacturing, FMCG, and healthcare sectors.

Additionally, the rising literacy rates, expanding education sector, and government initiatives promoting education for all have resulted in a surge in demand for paper products. From textbooks and notebooks to stationery and printing papers, the Indian paper industry plays a vital role in supporting the education system and knowledge dissemination. This growing demand for paper-based educational materials has contributed significantly to the industrys expansion. Moreover, technological advancements and investments in advanced machinery and equipment have enhanced production capabilities, efficiency, and product quality in the industry. The adoption of cutting-edge technologies has not only improved manufacturing processes but also enabled customization and specialization, allowing the industry to cater to diverse customer needs effectively.

5. Financial Review

Key Financial Ratios pursuant to Notification dated 9 TH May, 2018 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 are as under:

Ratios	F.Y.2024-25	F.Y.2023-24	Change %
Debtors Turnover	4.10	4.49	(8.69%)
Inventory Turnover	1.57	1.66	(5.42%)
Interest Coverage Ratio	0.30	0.72	(58.33%)
Current Ratio	1.14	1.17	(2.56%)
Debt Equity Ratio	0.98	0.99	(1.01%)
Operating Profit Margin %	2.31	3.71	(37.74%)
Net Profit Margin %	(1.95)	(0.62)	214.52%
Return on Net worth %	(4.24)	(1.56)	172.10%

6. Industry Structure

Though the printing and packaging industry is one of the biggest employers in the country, the nature of the industry is not organized and it has not been termed as an "Unorganized Industry" by the Government of India. The number of players in our industry is close to 1,20,000 units ranging widely from the highly organized sector to a very small proprietary units. Due to this diversified structure of the industry, growth and profitability are affected by unhealthy competition.

The packaging industry enjoys continuous growth in demand year after year, necessitating large investments for technology upgradation and automation of manual operations. However fragmented nature of the industry, consequent unhealthy competition put pressures on margins, increasing payback periods for investments. As demand from the larger customers is consistently increasing, it is expected that the organized segment will secure larger market share and better margins.

7. Opportunities and Threats (a) Opportunities

The packagingpapersegmenthasgrownquicklyduetotheflourishinge-commerce sector, particularly after the Covid-19 pandemic. Due to this trend, there is an increased demand for packaging supplies like corrugated boxes, cartons, paper bags and wrapping paper. Consumer spending has increased as a result of the higher income levels of the middle class, and more people are purchasing packaged goods.

Boxes & cartons are the dominating packaging type. The segments growth is attributed to increased brand protection and awareness, cost-effectiveness, customer experience, and elevated design flexibility. Printing on boxes & cartons expands brand awareness and protection without spending additional money, thus boosting its demand from multiple end-use industries. Moreover, printed cartons & boxes have enabled the brands to communicate better and connect with customers, thus boosting segmental growth.

Several industries, like fast moving consumer goods (FMCG), agriculture, pharma, e-commerce etc are increasingly dependent on the paper and packaging industries to finish the production of their goods. e increasing demand for high-quality paperboard and packaging paper has encouraged paper manufacturers to introduce innovative products and expand their distribution channels.

(b) Challenges, Risks and Concerns:

The Indian paper industry remains a largely fragmented sector. It consists of small, medium, and large paper mills, with production ranging from 5 to 2,000 metric tones per day. Although the growth possibilities remain strong, the industry faces some complex and evolving challenges that affect its growth. The cost of raw materials for the paper packaging industry, such as wood pulp and recycled paper, has been rising in recent years. This is due to factors such as the increasing demand for paper from emerging economies, the shortage of timber, and the rising cost of energy. Paper packaging industry is constantly evolving, with new technologies being developed to improve the efficiencyand sustainability of paper production. This can be a challenge for businesses in the industry, as they need to invest in new equipment and training in order to stay competitive.

The paper packaging industry is capital-intensive, and businesses in the industry often need access to credit to finance their operations. However, the credit flow to the industry is often inadequate, which can make it difficult for businesses to invest and grow. The printing industry is witnessing rapid technological advancements with new printing technologies and machinery continuously entering the market. While innovations such as single pass digital printers offer enhanced speed and quality, they also pose challenges for traditional printing businesses that rely on outdated equipment. Investing in modern printing machinery is essential to stay competitive. These printers enable high-speed printing with superior quality, catering to the growing demand for personalized and short-run printing jobs.

8. Internal Control Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director of the Company. The Internal Auditor monitors and evaluates the efficacy 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. Significant audit observations and recommendations along with corrective actions thereon are presented

Committee of the Board.

9. Material Developments in Human Resources /Industrial Relations Front

Directly/indirectly your Company is providing employment to more than 400 persons at various levels at its factories and the

Corporate Office. Its industrial relations continue to remain cordial .

CORPORATE GOVERNANCE REPORT

1. Companys Philosophy on Corporate Governance

The Company adheres to good corporate practices and is constantly striving to better them and adopt emerging best practices. It is believed that adherence to business ethics and commitment to corporate social responsibility would help the Company to achieve its goal of maximizing value for all its stakeholders. Corporate Governance essentially is a set of standards, which aims to improve the Companys efficiency, effectiveness and social responsibility. Orient Press Limiteds Philosophy of Corporate Governance firmly believes in attainment of highest level of transparency, professionalism and accountability. The Companys principles are focused to achieve the highest standards of Corporate Governance. Pursuant to Regulation 26(5) of the SEBI

Listing Regulations, all members of the SeniorManagementhaveconfirmedthat there are no material, financial and commercial transactions wherein they have a personal interest that may haveapotentialconflictwith the interest of the Company at large.

Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all the Board Members and Senior Management of the Company respective Codes of Conduct. A Declaration to this effect, duly signed asonMarch31,2025haveaffirmed by the Chairman & Managing Director is reproduced at the end of this Report.

A report on compliance with the provisions of Corporate Governance as prescribed by SEBI in Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is given hereunder:

2. Board of Directors

The Board of Directors (‘the Board) is the apex body constituted by the shareholders, for overseeing the Companys overall functioning. They provides strategic direction, leadership and guidance to the Company Management as also monitors the performance of the Company with the objective of creating long-term value for the various stakeholders and the Company.

During the year under review, the composition of the Board was in conformity with Regulation 17 of the SEBI Listing Regulations read together with Section 149 and 152 of the Act and rules framed there under. As on March 31, 2025, the Board comprises of 6 Directors out of which 3 are Executive Directors and 3 are Non-Executive Independent Directors (IDs) including one Woman Director. The Chairman of the Board is an Executive Director. All IDs have confirmed in accordance with Regulation 25(8) of the SEBI Listing Regulations that they meet the independence criteria as mentioned under Regulation 16(1)(b) of the SEBI Listing

Regulations and Section 149 of the Act and the Rules framed thereunder. The IDs have further stated that they are unaware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.The Company has received confirmation from all the existing IDs of their registration on the Independent Directors Database maintained by the Institute of Corporate

Affairs pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Based on the disclosures received from all the IDs and as determined at the Board Meeting held on May 26, 2025, the Board is of the opinion that the IDs in the Act, the SEBI Listing Regulations and that they are independent of the fulfilltheConditionsofIndependence asspecified

Management.

None of the Directors on the Board hold the office of Director in more than 20 companies, including 10 public companies, as disclosed under Section 184 of the Act read with Rules framed thereunder and none of the Independent Directors of the Company are related to each other. None of the IDs serve as IDs in more than seven listed entities and none of the IDs are WTDs/EDs/ Managing Directors in any listed entity. Furthermore, none of the WTDs of the Company serve as IDs in more than three listed entities. In accordance with Regulation 26 of the SEBI Listing Regulations, none of the Directors are members in more than 10 committees or act as chairperson of more than 5 committees (the committees being, Audit Committee and Stakeholders

Relationship Committee) across all public limited companies in which he/she is a Director. All Non-Independent Directors on the Board are liable to retire by rotation excluding the Managing Director.

Pursuant to Regulation 27(2) of the SEBI Listing Regulations, the Company also submits a quarterly compliance report on Corporate Governance to the Stock Exchanges where the shares of the Company are listed. The MD and the Chief Financial Officer (‘CFO) financial statements and adequacy of internal controls for financial havecertified reporting, in accordance with Regulation 17(8) read together with Part B of Schedule II of the SEBI Listing Regulations, pertaining to CFO certification for the financial year ended March 31, 2025.

All Directors are competent and experienced personalities in their respective fields. The Board of Directors periodically reviews compliance reports pertaining to all laws applicable to the Company. All statutory and other matters of significance including information as mentioned in Part A of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 are informed to the Board to enable it to discharge its responsibility towards the Company. The following table illustrates composition of the Board, the Directors at the Board Meetings held during the year under review and at the last Annual General Meeting (‘AGM), number of directorships and committee positions held in other public companies including category of Directorships, as on March 31, 2025:

Name of Director	Number	Category of	No. of	No. of Committees
	of Board	Directorship	Directorships	positions in other public
	Meetings		held in other	companies (2)
	attended in		public	As	As Member
	the year		Companies (1)	Chairman
Mr. Ramvilas Shankarlal Maheshwari	00250378	Chairman & Managing	1	-	-
		Director/Executive
Mr. Rajaram Shankarlal Maheshwari	00249954	Executive	1	-	-
Mr. Prakash Maheshwari	00249736	Executive	-	-	-
Mr. Deepak Manikant Vaishnav	02889935	Independent Director	-	-	-
(appointed as ID w.e.f. September
20, 2024)
Mrs. Neha Jagetia	10726398	Independent Director	-	-	-
(appointed as ID w.e.f. September
20, 2024)
Mr. Vinay Biyani	10723963	Independent Director	1	-	-
(appointed as ID w.e.f. September
20, 2024)
Mr. Ghanshyam Das Mundra (ceased	00035877	Independent Director	1	-	1
to be an ID w.e.f. September 20, 2024)
Mr. Kannan Ramamirtham	00227980	Independent Director	3	-	-
(ceased to be an ID w.e.f. September
20, 2024)
Mrs. Vinita Chhaparwal	01649684	Independent Director	-	-	-
ceased to be an ID w.e.f. September
20, 2024)

(1) Excludes directorship held in private companies, foreign companies and Section 8 companies.

(2) Pertains to membership/chairpersonship held in Audit Committee and Stakeholders Relationship Committee of other Indian public companies as per Regulation 26(1)(b) of the SEBI Listing Regulations. a) Names of the Listed entities where the person is a Director and the category of Directorship as on March 31, 2025:

Sr.	Name of Director	Name of Listed Entity in which	Category of Directorship
No.		person is a Director
1.	Mr. Ramvilas Shankarlal Maheshwari	Orient Press Limited	Chairman & Managing Director-
			Whole- Time Director
2.	Mr. Rajaram Shankarlal Maheshwari	Orient Press Limited	Executive Director -
			Whole-time Director
3.	Mr. Prakash Maheshwari	Orient Press Limited	Whole-time Director
4.	Mr. Deepak Manikant Vaishnav	Orient Press Limited	Independent Director
5.	Mr. Vinay Biyani	Orient Press Limited	Independent Director
6.	Mrs. Neha Jagetia	Orient Press Limited	Independent Director

b) Inter-se Relationship between Directors

Mr. R. V. Maheshwari is the brother of Mr. R. R. Maheshwari and father of Mr. Prakash Maheshwari, Mr. R. R. Maheshwari is the brother of Mr. R.V. Maheshwari. Apart from these no other Director is related with them or related to each other. c) Number of shares and convertible instruments held by Non-Executive Director

As of March 31, 2025, the Non-Executive Independent Directors do not hold any equity shares in the Company. d) Familiarization Programme

All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time. The Company makes consistent effort to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plant, Product Category and Corporate Function from time to time

They are also informed of the important policies of the company including the Code of Conduct for Board Members and

Senior Management Personnel and the Code of Conduct to regulate, monitor and report trading by insider etc. Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. Detailed agenda are sent well in advance to all the Directors in order for the Board to perform its function and fulfill its role effectively.

During the year under review, the Company has organized a familiarization programme on January 30, 2025 and highlighted in brief about the Paper Bag segment undertaken by the Company. The highlights of which are as follows:-

1. Operations: The first bag-making machine was installed in September 2021 at Tarapur. Currently, there are four machines: threeatSilvassaandoneatTarapur,alongwithtwoflexo . printing machines

2. Facilities and Technology: State-of-the-art facilities and technology are utilized for technical operations.

3. Installed Capacity: Approximately 75,00,000 bags per month (300,000 bags/day x 25 working days).

4. Valued Customers: Notable clients include KFC, Taco Bell, Kamaths Retails, Tea Post, and Tibbs Frankie.

5. Certifications and Supply Chain: The unit is certified and has undergone a Sedex Audit.

6. Segment Performance: The Paper Bag division is expected to grow by 25% in quarter-4 compared to the previous quarter.

7. Product Gallery: A printed copy of the product gallery was circulated to all Board Members.

8. Environmental Responsibility and Quality Policy: As an FSC-certified unit, the Company promotes eco-friendly practices by replacing plastic carry bags with 100% recyclable paper bags.

The details regarding Independent Directors Familiarization Programme imparted during the F.Y.-2024-25 is available on the website at https://static1.squarespace.com/static/64ffeef2ee576d3199ef7fd4/t/664731bc10984b430882 4a98/1715941824043/Familiarization+Programme+for+Independent+Directors+for+the+year+2023-24.pdf e) Skills/Expertise/Competence identified by the Board of Directors:

As on March 31, 2025, the Board comprised of qualified members who bring in the required skills, competence and expertise to enable them to effectively contribute in deliberations at Board and Committee meetings. The below matrix summarizes a mix of skills, expertise and competencies expected to be possessed by our individual Directors, which are key to corporate governance and Board effectiveness:

Sr.No.	Name of the Directors	Key Board Skills/Expertise/Competencies
1.	Mr. Ramvilas Maheshwari	Strategy & Business, Industry Expertise and Market Expertise.
	Mr. Rajaram Maheshwari	Strategy & Business, Industry Expertise, Market Expertise and Technology
2.
		Perspective.
	Mr. Prakash Maheshwari	Strategy & Business, Industry Expertise, Market Expertise and Technology
3.
		Perspective.
	Mr. Ghanshyam Das Mundra (1)	Strategy & Business, Industry Expertise, Governance, Finance & Risk and
4.
		Diversity Perspective.
	Mr. Kannan Ramamirtham (1)	Strategy & Business, Industry Expertise, Technology Perspective,
5.
		Governance, Finance & Risk and Diversity Perspective.
6.	Mrs. Vinita Chhaparwal (1)	Governance, Finance & Risk and Diversity Perspective.
	Mr. Deepak Manikant Vaishnav(2)	Technology Perspective, Governance, Finance & Risk and Diversity
7.
		Perspective
8.	Mrs. Neha Jagetia (2)	Governance, Finance & Risk and Diversity Perspective
	Mr. Vinay Biyani(2)	Technology Perspective, Governance, Finance & Risk and Diversity
9.
		Perspective

1. Ceased to be an Independent Director of the Company with effect from September 20, 2024 on account of tenure completion.

2. Appointed as Independent Director of the Company w.e.f. September 20, 2024.

Note: Each Director may possess varied combinations of skills/ expertise within the described set of parameters and it is not necessary that all Directors possess all skills/ expertise listed therein. f) Confirmation that in the opinion of the Board, the Independent Directors fulfill the conditions specified in Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are Independent of the

Management

Based on the declaration submitted by the Independent Directors of the Company at the beginning of the Financial Year

2024-25 & in case of new independent Directors at the time of their appointment. the Board hereby certify that all the Independent Directors appointed by the Company fulfills the conditions specified Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management. g) Independent Directors

The Independent Directors are Non-Executive Directors as defined under Regulation 16(1) (b) of the SEBI Listing Regulations read with Section 149(6) of the Companies Act, 2013. All Independent Directors haveconfirmedthat they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013. Terms and conditions of Appointment of Independent Directors is available on the website of the Company www. orientpressltd.com.

Separate Meeting of the Independent Directors:

In terms of the Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company is held every Financial Year, whereat the following prescribed items are discussed: (a) Review of performance of Non-Independent Directors and the Board as a whole; (b) Review of performance of the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors; (c) Assessment of the quality, quantity and timeliness of flow of information between the Company management and the

Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, the Independent Directors met separately on May 28, 2024 without the presence of any Non-

Independent Directors or representatives of management and discussed the aforesaid items. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board and its Committees which is necessary for Board of Directors to effectively and reasonably perform their duties h) Board Effectiveness Evaluation

The process for evaluation of the performance of the Director(s)/ Board / Committees of the Board for the financial year 2024-25 was initiated by sending out questionnaires designed for the performance evaluation of the Directors, Committees,

Chairman and the Board as a whole.

In terms of provisions of Companies Act, 2013 and Schedule II - Part D of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out the annual performance evaluation of its own including the various Committees and individual Directors with a detailed questionnaire covering various aspects of the Boards functioning like, composition of Board and its Committees, Board culture, performance of specific obligations.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. Based on the feedback received from the Independent Directors and taking into account the views of Executive Directors and the Non-Executive Directors, the Board evaluated its performance on various parameters such as composition of Board and its committees, experience and competencies, performance of duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, effectiveness of flow of information. i) Board Diversity

To ensure that a transparent Board nomination process is in place, that encourages diversity of thought, experience, knowledge, perspective, age and gender, the Board has adopted a Diversity Policy, formulated by the NRC, wherein it is stated that the Board has an appropriate blend of functional and industry expertise. Whilst recommending the appointment of Director, the NRC considers the manner in which, the function and domain expertise of the individual, could contribute the overall skill-domain mix of the Board.

3. Board Meetings

The meetings of the Board of Directors are prescheduled and intimated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. The Board meets at least once a quarter to review the quarterly performance and the financial results. The Board explanatory notes are prepared and circulated in advance to all the Board Members.

The Notice of Board Meeting is given well in advance to all the Directors. In compliance with the applicable provisions of the Act and the rules made thereunder, the Company facilitates the participation of Directors in Board / Committee Meetings through video-conference or any other audio- visual mode except in respect of such items which are not permitted to be transacted through video-conferencing or any other audio -visual mode.

During the year under review, 6 Board Meetings were held on May 28, 2024, August 12, 2024, September 23, 2024, November 13, 2024, February 13, 2025 and March 28, 2025. The quorum for the meeting of the Board of Directors is one-third of the Board of Directors or three Directors, whichever is higher, with at least one ID being present and during the year, the requisite quorum was present for all Board meetings. The agenda papers for the Board and Committee meetings are disseminated electronically to the Directors seven days prior to the meeting in compliance with the Secretarial Standard. The gap between any two Board Meetings was not more than one hundred and twenty days.

The following table illustrates the attendance of the Directors at the Board Meetings held during the year under review and at the last Annual General Meeting (AGM)

Name of Director	Board Meetings				Attendance at the last 36HAnnual General
					Meeting held on September 20, 2024.
	No. of meetings held			No. of meeting
	during the tenure			attended
Mr. Ramvilas Maheshwari	6			6	Yes
Mr. Rajaram Maheshwari	6			6	Yes
Mr. Prakash Maheshwari	6			6	Yes
Mr. GhanshyamDas Mundra(1)		2	2			Yes
Mr. Kannan Ramamirtham (1)		2	2			Yes
Mrs. Vinita Chhaparwal (1)		2	2			Yes
*Mr. Deepak Manikant Vaishnav(2)		4	4			Yes
*Mrs. Neha Jagetia(2)		4	4			Yes
*Mr. Vinay Biyani(2)		4	3			Yes

1. Ceased to be an Independent Director of the Company with effect from September 20, 2024 on account of tenure completion.

2. Appointed as Independent Director of the Company w.e.f. September 20, 2024.

* The newly appointed Independent Directors attended the 37^th Annual General Meeting as invitees.

4. Audit Committee

The Audit Committee functions according to its Charter that defines its composition, authority, responsibility and reporting functions, in accordance with Section 177 of the Act, Regulation 18(3) read with Part C of Schedule II of the SEBI Listing Regulations and is reviewed from time to time. The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting. Given below is a gist of the responsibilities of the Audit Committee, after incorporating therein all applicable regulatory amendments:

(a) Terms of reference are as under:

The terms of reference of the Audit Committee are as per the governing provisions of the Companies Act, 2013 (Section 177) and the SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015(specifiedin Part C of Schedule

II). The Role of Audit Committee includes the following:

1. Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the credible; financial statementis correct, sufficient and

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management. d. Significant adjustments made in the financial statements arising out of audit e. Compliancewithlistingandotherlegalrequirementsrelatingtofinancialstatements f. Disclosure of any related party transactions g. modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up there on; of any internal investigations by the internal auditors into matters where there is suspected fraud 15. Reviewingthefindings or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism; 19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the financefunction or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as prescribed by the Board of Directors from time to time.

21. Reviewing the utilization of loans and/or advances or making investment by the holding Company in the subsidiary exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/investments existing as on the date of coming into force of this provision.

(b) Composition and Meeting

As on March 31, 2025 the Audit Committee comprises of 4 Members out of which 3 are Non-Executive Independent Directors literate and have relevant finance andoneExecutiveDirector,whoarefinancially and/or audit exposure. The Audit Committee was last reconstituted on September 23, 2024.The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of the Regulation 18 of the Listing Regulations.

During the year under review,4(Four) Audit Committee Meetings were held viz. on May 28, 2024, August 12, 2024, November 13, 2024 and February 13, 2025. The requisite quorum was present for all the Meetings. Mr. Ghanshyam Das Mundra, the Chairman of the Audit Committee was present at the Annual General Meeting held on September 20, 2024. Mrs. Shubhangi Bhauwala, Company Secretary acts as Secretary to the Committees and attends the meetings.

The composition of Audit Committee as on March 31, 2025 and details of attendance of the members at the meetings held during the year 2024-25 are as under:

Name of the Member	Category	Designation	No. of Meetings Attended
Mr. Ghanshyam Das Mundra (1)	Independent	Chairman	2 out of 4
Mr. Kannan Ramamirtham (1)	Independent	Member	2 out of 4
Mrs. Vinita Chhaparwal (1)	Independent	Member	2 out of 4
Mr. Rajaram Shankarlal Maheshwari	Executive Director	Member	4 out of 4
Mrs. Neha Jagetia (2)	Independent	Chairman	2 out of 4
Mr. Deepak Manikant Vaishnav (2)	Independent	Member	2 out of 4
Mr. Vinay Biyani (2)	Independent	Member	2 out of 4

1. Ceased to be an Independent Director of the Company with effect from September 20, 2024 on account of tenure completion & consequently as a Member of Audit Committee.

2. Appointed as Independent Director of the Company w.e.f. September 20, 2024 & Member of Audit Committee w.e.f. 23^rd September, 2024.

Each member of the Committee has relevant experience in the fieldof accounts and finance, with the Chairman of Committee being a Chartered Accountant. The Committee meetings are held at the Companys Corporate Office and are attended by the Directors, CFO, Senior Management, Company Secretary, Internal Auditors, Statutory Auditors and Cost Auditors on a need based basis. The Business and Operation Heads are invited to the meetings, as and when required. The Head - Internal Audit, reports directly to the Audit Committee to ensure independence of the Internal Audit function. The Members of the Audit Committee meet the Statutory Auditors before the quarterly financial results meetings. Minutes of the Committee meetings are circulated to the Committee Members and are placed before Board for its noting.

The Management is responsible for the preparation, presentation and integrity of the Companys financial statements, accounting and financial reporting principles. Further, they are also responsible for internal control over financial reporting and all procedures are designed to ensure compliance with accounting standards, applicable laws and regulations as well as for objectively reviewing and evaluating the adequacy, effectiveness and quality of the Companys system of internal controls.

5. Nomination and Remuneration Committee (‘NRC)

The NRC of the Company functions according to its terms of reference, its objectives, composition, meeting requirements authority and power, responsibilities, reporting and evaluation functions in accordance with Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations. The terms of reference enumerated in the Committee Charter, after incorporating therein all applicable regulatory amendments, are as follows:

(a) Terms of Reference

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommendation to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees; (1A) For every appointment of an Independent Director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identifiedin such description. For the purpose of identifying suitable candidates, the Committee may: a. Use the services of an external agencies if required; b. Consider candidates from a wide range of background, having due regard to diversity; and c. Consider the time commitments of the candidates.

2. Formulation of criteria for evaluation of performance of independent directors and the board of directors.

3. Formulate a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees and while formulating the policy the Committee to ensure that the: i. Level and composition of remuneration is reasonable and sufficientto attract, and motivate Directors of the quality required to run the Company successfully; ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; iii. Remuneration to Directors, Key Managerial Remuneration and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance appropriate to the working of the objectives appropriate to the working of the company and its goals.

4. Devising the policy on diversity of board of directors.

5. Approve the payment of remuneration of Executive Chairman / Managing Director or Whole-time Director or a Manager (Managerial Person) for the purposes of Section II (dealing with remuneration payable by companies having no profit or inadequate profit by companies having no profit or inadequate profit the without Central Government approval) of Part II of the Schedule V (under sections 196 and 197) of the Companies

Act, 2013.

6. Identifying the persons who are qualified to become directors and who may be appointed in Senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

7. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

8. Recommend to the board, all remuneration, in whatever form, payable to senior management.

(b) Composition and Meeting

The Committee was last re-constituted on September 23, 2024. As on the date of this Report, the Committee comprises of 3 Independent Directors. The Chairperson of the NRC attended the last AGM of the Company. During the year under review, 2 NRC Meetings were held on August 12, 2024 and February 13, 2025. The requisite quorum was present for all the Meetings.

The composition of the NRC and attendance of its Members at the Meetings held during their tenure is as follows:

Name of Member & Designation	Category	No. of meeting	No. of Meetings
		held during the tenure	Attended
Mr.Kannan Ramamirtham (1) (Chairperson)	Independent Director	1	1
Mr. Ghanshyam Das Mundra(1)	Independent Director	1	1
Mrs.Vinita Chhaparwal(1)	Independent Director	1	1
Mr. Vinay Biyani (2) (Chairperson)	Independent Director	1	1
Mrs. Neha Jagetia (2)	Independent Director	1	1
Mr. Deepak Manikant Vaishnav (2)	Independent Director	1	1

1. Ceased to be an Independent Director of the Company with effect from September 20, 2024 on account of tenure completion & consequently as a Member of Nomination and Remuneration Committee.

2. Appointed as Independent Director of the Company w.e.f. September 20, 2024 and Members of the Nomination & Remuneration Committee w.e.f. September 23, 2024.

Nomination & Remuneration Policy

The Nomination &Remuneration policy of your Company is a comprehensive policy which is competitive, in consonance with the industry practices and rewards good performance of the employees of the company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives. The policy can be accessed at the website of the Companyi.e.www.orientpressltd.com.

The remuneration of each of the Directors for the Financial Year ended March 31, 2025:

(1) Remuneration to Non-Executive/Independent Directors

During the year 2024-2025, Non-Executive Directors of the Company were entitled to receive remuneration by way of sitting fees for each Meeting of the Board and Committees attended by them.

The Non-Executive Directors receive sitting fees for attending Board and Committee meetings. Effective September

23, 2024, the Board revised the sitting fees as follows:

- Board Meetings: Rs15,000 per meeting (previously Rs5,000)

- Audit Committee Meetings: Rs5,000 per meeting (previously Rs1,000)

- Nomination and Remuneration Committee Meetings: Rs1,000 per meeting

- Stakeholders Relationship Committee Meetings: Rs1,000 per meeting

These changes reflect the Boards recognition of the time, energy, and responsibility involved in the Directors roles.

Commission to Independent Directors is being paid within the monetary limit approved by shareholders subject to the limit of 1% of the profit of the Company as per applicable provision of the Companies Act, 2013. The Company has not paid any commission during the Financial Year 2024-2025 because the Company incurred Loss. Details regarding Sitting Fees paid during the Financial Year ended March 31, 2025 is provided as under:

Name of the Director	Sitting Fees (Rs)
Mr. Kannan Ramamirtham(1)	12,000
Mr. Ghanshyam Das Mundra(1)	12,000
Mrs. Vinita Chhaparwal(1)	12,000
Mr. Deepak Manikant Vaishnav (2)	62,000
Mrs. Neha Jagetia(2)	61,000
Mr. Vinay Biyani (2)	57,000
Total	2,16,000

1. Ceased to be an Independent Director of the Company with effect from September 20, 2024 on account of tenure completion.

2. Appointed as Independent Director of the Company w.e.f. September 20, 2024.

(2) Remuneration to Executive Directors

Name	Designation	Salary (Rs)	Perquisites &	Contribution	Total (Rs)
			Allowances (Rs)	to P.F. (Rs)
Mr. Ramvilas Shankarlal	Chairman and Managing	12,55,800	6,24,706	1,50,696	20,31,202
Maheshwari	Director
Mr. Rajaram Shankarlal	Whole Time Director	12,55,800	6,24,706	1,50,696	20,31,202
Maheshwari	(Executive Director)
Mr. Prakash Maheshwari	Whole Time Director	8,69,400	3,79,366	1,04,328	13,53,094

Notes:

1. Notice period for termination of appointment of Managing Director, Executive Director & Whole Time Director(s) is three months on either side.

2. No severance pay is payable on termination of appointment.

3. The Company does not have any stock option plans.

4. None of the Non-Executive Directors have any pecuniary relationship with the Company.

5. The criterion making payment to Non-Executive Directors is mentioned in Nomination &Remuneration Policy of the Company.

6. Stakeholders Relationship Committee (‘SRC)

The SRC functions in accordance with Section 178 of the Act and Regulation 20 read with Part D of Schedule II of the SEBI Listing Regulations. The terms of reference enumerated in the Committee Charter, after incorporating therein all applicable regulatory amendments, are as follows: a) Terms of reference:

1. Resolving the grievances of the security holders of the listed companies including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

As on 31.03.2025, the Committee comprises of 2 Independent Directors and 1 Executive Director. The Committee was last reconstituted on September 23, 2024.The Chairperson of the SRC also attended the last AGM of the Company. During the period under review Stakeholders Relationship Committee met on February 13, 2025. The requisite quorum was present in the meeting. Mrs.Shubhangi Bhauwala acted as Company Secretary and Compliance Officer for the meeting of Stakeholders Relationship Committee held on February 13, 2025.

The composition of Stakeholders Relationship Committee as on March 31, 2025 and details of attendance of the Members at the above meeting is as follows:

Name of Member& Designation	Category	No. of meeting	No. of Meetings
		held during the tenure	Attended
Mr.Kannan Ramamirtham(1) (Chairperson)	Independent Director	0	0
Mrs.Vinita Chhaparwal(1)	Independent Director	0	0
Mr. Deepak Manikant Vaishnav(2) (Chairperson)	Independent Director	1	1
Mr. Vinay Biyani(2)	Independent Director	1	1
Mr. Prakash Maheshwari	Executive Director	1	1

1. Ceased to be an Independent Director of the Company with effect from September 20, 2024 on account of tenure completion & consequently as a Member of Stakeholders Relationship Committee.

2. Appointed as Independent Director of the Company w.e.f. September 20, 2024 and Members of the Stakeholders Relationship Committee w.e.f. September 23, 2024. b) Compliance Officer

Mrs. Shubhangi Bhauwala, Company Secretary, is the Compliance Officer.

Contact Details: Orient Press Limited, 1102, E-wing, Lotus Corporate Park, Off. Western Express Highway, Goregaon (East), Mumbai-400063. Tel: 022-42977310 Email: shubhangi.lohia@orientpressltd.com c) Investor Complaints

Complaints or queries relating to the shares and/or debentures can be forwarded to the Companys Registrar and Share

Transfer Agents (‘RTA) M/s MUFG In time India Private Limited (Formerly known as Link In time India Private Limited), at ram.jaiswar@in.mpms.mufg.com The status on the total number of investor complaints during F.Y.2024-25 is as follows:

No. of shareholders complaints received	-	Nil
No. of shareholders complaints resolved	-	Nil
No. of complaints not resolved to the satisfaction of the shareholders	-	Nil
Pending complaints as on 31.03.2025	-	Nil

7. Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility Committee was formed pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, to formulate and recommend to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Act, to recommend the amount of expenditure to be incurred on such activities and to monitor the Corporate Social Responsibility Policy of the company from time to time. The Company has formulated CSR Policy which is uploaded on the website of the Company at www.orientpressltd.comn As per the amended CSR Rules now Company is required to form a CSR committee when the CSR contribution of the Company is Rs 50 Lacs or more viz. if net profits before tax of the Company is Rs 25 Crores. During the year under review the CSR provisions were not applicable to the Company as during the preceding 3 financialyears viz. 2021-2022 to 2023-2024 the Company incurred Losses. Therefore, it was decided by the Management to revoke CSR Committee with effect from August 01, 2021 and that the functions of CSR Committee will be operated by the Board of Directors of the Company.

8. Senior Management Personnel

Senior management Personnel shall mean the officers and personnel of the Company who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management 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, by whatever name called and the Company Secretary and the Chief Financial Officer. As on March 31, 2025 the particulars of Senior Management Personnel are as follows:-

Particular of Senior Management of the Company are as follows:

Sr. No.		Name of Senior Management Personnel		Category/Level (Promoter / Director / Designated Person)
1.		Mr. Gopal Somani		CFO-Key Managerial Personnel
2.		Mrs. Shubhangi Bhauwala		CS- Key Managerial Personnel
3.		Mr. Navin Ramvilas Maheshwari		Marketing Executive
4.		Mr. Rahul Maheshwari		Marketing Executive
5.		Mr. Kamal Kumar Sharma		Accounts Manager
6.	Mr. Asgar Muchhale		Factory Manager
7.	Mr. Govind Shyamsunder Hurkat		Factory Manager
8.	Mr. Sachin Jain		Factory Manager
9.	Mr. Madhukar Gaikwad		Personnel & Administration Officer
10.	Mr. Pradeep Verma		Export Executive

9. Share Transfer Committee

As on March 31, 2025, the Share Transfer Committee comprises of Mr. Ramvilas Shankarlal Maheshwari as Chairman and Mr. Rajaram Shankarlal Maheshwari as a member. The Committee deals with various matters relating to share transfers, transmission, issue of duplicate share certificates, split and consolidation of shares etc. During the year under review, meetings of Share transfer Committee were held on July 23, 2024, August 14, 2024, September 12, 2024, September 27, 2024 and November 18, 2024.

10. General Body Meetings

1. Annual General Meetings (‘AGM): a. The details of previous three Annual General Meetings of the Company are as follows:

Date of AGM	Year		Special Resolution passed	Venue & Time
September 20, 2024	2023-24		Appointment of Mr. Deepak Manikant Vaishnav	Through Video Conferencing
			(DIN: 02889935) as an Independent Director of	(‘VC)/ Other Audio Visual
			the Company.	Means (‘OAVM) at 11.30
			Appointment of Mr. Vinay Biyani (DIN: 10723963)	a.m. (IST). The deemed
			as an Independent Director of the Company.	venue was the Registered
				Office of the Company.
			Appointment of Mrs. Neha Jagetia (DIN:
			10726398) as an Independent Director of the
			Company.
September 25, 2023	2022-23		Continuation of the Directorship of Mr.	Through Video Conferencing
			Kannan Ramamirtham (DIN: 00227980) as	(‘VC)/ Other Audio Visual
			an "Independent Director" of the Company on	Means (‘OAVM) at 11.30
			attaining Age of 75 Years.	a.m. (IST). The deemed
			Re-appointment of Mr. Ramvilas Maheshwari as	venue was the Registered
			a Managing Director of the Company.	Office of the Company.
			Re-appointment of Mr. Rajaram Maheshwari as
			a Whole Time Director of the Company.
			Payment of remuneration to Executive Directors
			who are Promoters in excess of 5% of the net
			profits of the Company in a year as per Regulation
			17(6)(e)(ii) of SEBI (LODR) Regulations 2015.
			Alteration of the Object Clause of the
			Memorandum of Association of the Company.
September 24, 2022	2021-22		Resolution passed for continuing the
			Directorship of Shri Vilas Madhukar Dighe (DIN:
			02064647) as a Non-Executive & Independent
			Director of the Company.

2) Extra-Ordinary General Meeting: No Extra-Ordinary General Meeting was held during the year under review.

3) Postal Ballot:

No Postal Ballot was conducted during the year under review. Further, as on date of this report, no special resolutions are proposed to be passed through postal ballot.

11. Means of Communication/ Communication with Members

Quarterly Results: The Quarterly, Half Yearly and Annual Results are regularly submitted to the National Stock Exchange of India Limited (‘NSE) and BSE Limited (‘BSE) which are also uploaded on the Companys website and are published in newspapers, one English daily newspaper (Free Press Journal) and one Marathi newspaper (Navshakti Newspaper) along with the Quick

Response code and the weblink where such financial results are available and can be accessed by the the results and other important information are also periodically updated on the Companys website at www.orientpressltd.com

Newspaper, wherein results normally published: The quarterly, half yearly and annual financial results of the Company submitted to BSE Limited and National Stock Exchange of India Limited after approval of the Board of Directors of the Company.

The results of the Company are published in one English daily newspaper (Free Press Journal) and one Marathi newspaper (Navshakti Newspaper) within 48 hours of approval thereof.

Website: The Companys website www.orientpressltd.com contains inter alia the updated information pertaining to quarterly, half-yearly and annual financial results, annual reports, official press releases, shareholding pattern, Corporate Governance Report, important announcements etc..

Annual Report: Annual Report containing inter alia Financial Statements, Boards Report, Auditors Report, Corporate Governance

Report is circulated to the members and others entitled thereto and is also available on website of the Company.

Designated Exclusive Email ID: The Company has designated Email Id share@orientpressltd.com exclusively for shareholder/ investor servicing.

SCORES (SEBI Complaints Redressal System): SEBI has commenced processing of investor complaints in a centralized web based complaints redress system i.e. SCORES. The Company supported SCORES by using it as a platform for communication between SEBI and the Company.

Uploading on NEAPS & BSE Listing Centre: The quarterly/yearly results, quarterly/half-yearly compliances and all other corporate communications to the Stock Exchanges are filed electronically on NEAPS for NSE and on BSE Listing Centre for

BSE.

No presentations were made to the institutional investors or to the analysts during the reporting year.

12. General Shareholders Information a. 37^thAnnual General Meeting-

Day: Thursday

Date: September 25, 2025. Time: 11:30 A.M.

Venue: Through Video Conferencing / Other Audio Visual Means as set out in the Notice convening the Annual General Meeting. b. Financial Year: The financial year of the Company starts from April 1 of every year to March 31 of the next year.

Financial Year (Tentative):

Financial Reporting for the following:

Financial Results for June 30, 2025 (Q1) (unaudited)	On or before August 14, 2025.
Financial Results for September 30, 2025 (Q2 & Half year) (unaudited)	On or before November 14, 2025.
Financial Results for December 31, 2025 (Q3 & 9 Months) (unaudited)	On or before February 14, 2026.
Financial Results for Q4 & Year ending March 31, 2026 (Audited)	On or before May 30, 2026.

c. Dividend payment date:

No dividend was recommended by the Board of Directors on the Equity Shares of the Company for the financial year ended March 31, 2025. d. Listing on Stock Exchanges The equity shares of the Company are listed on: a) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400 001(Maharashtra) b) The National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051(Maharashtra)

The Company has paid the requisite Annual Listing and Custodial Fees to the Stock Exchanges and Depositories viz; Central Depository Services Limited (‘CDSL) and National Securities Depository Limited (‘NSDL), respectively for FY25 and FY26. e. Stock Code

NSE	BSE	ISIN
ORIENTLTD	526325	INE609C01024

f. Stock Market Price Data:

The monthly high and low during the financialyear 2024-25 at BSE Ltd. (BSE) and National Stock Exchange of India Limited

(NSE) on which Companys shares traded are as follow:

	BSE Limited		National Stock Exchange of India Limited
Month	Months High Price	Months Low Price	Months High Price	Months Low Price
	(Rs)	(Rs)	(Rs)	(Rs)
April-2024	103.63	79.10	104.35	75.05
May-2024	99.85	84.95	99.80	84.15
June-2024	120.87	79.76	120.65	79.40
July-2024	108.05	93.55	109.90	94.10
August-2024	110.00	91.42	105.80	91.50
September-2024	120.36	95.00	121.00	96.06
October-2024	132.00	86.15	132.25	91.15
November-2024	126.00	100.00	128.60	100.25
December-2024	163.45	109.75	163.40	106.33
January-2025	121.95	93.10	118.90	91.29
February-2025	100.64	81.00	99.88	80.02
March-2025	91.80	75.15	90.79	75.01

[Source: This information is compiled from the data available from the websites of BSE and NSE] g. Share price performance in comparison to broad based indices BSE Sensex and NSE Nifty for the financial year ended, March 31, 2025: Graphical Presentation: h. Register and Transfer Agent

Members are requested to correspond with the Companys Registrar and Transfer Agents M/s /s MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited), quoting their Folio No./DP ID & Client ID at the following addresses:

1. For dematerialization, transmission or transposition or any service requests, delivery and correspondence: M/s. /s MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited), Unit: Orient Pres Limited, C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083. Fax: 022- 6656 8494; e-mail: Ram Jaiswar ram.jaiswar@in.mpms.mufg.com; website:https://in.mpms.mufg.com/ i. Share Transfer Systems

The Share Transfer Committee meets as and when required to, interalia consider issue of duplicate share certificates in lieu of original share certificates reported as lost/stolen/misplaced Company bythe shareholders ofthe .

In terms of amended Regulation 40 of the SEBI Listing Regulations w.e.f. April 01, 2019, transfer of securities in physical form shall not be processed unless the securities are held in the demat mode with a Depository Participant. Further, SEBI has made it mandatory for listed companies to issue securities in demat mode only while processing any investor service requests viz. issue of duplicate share certificates, exchange/sub-transposition of securities. Vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, SEBI has clarified that listed entities/ RTAs shall now issue a LetterofConfirmationinlieuofthesharecertificatewhile processing any of the aforesaid investor service request.

In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization,

Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or

RTA, for assistance in this regard. j. Distribution of Shareholding as on March 31,2025:

No. No. of shares held	No. of shareholders	% of total shareholders	No. of shares held	% of issued capital
Upto - 500	7774	93.2358	650948	6.5095
501 to 1000	322	3.8618	254459	2.5446
1001 to 2000	124	1.4872	182554	1.8255
2001 to 3000	32	0.3838	78646	0.7865
3001 to 4000	16	0.1919	55296	0.5530
4001 to 5000	13	0.1559	61195	0.6120
5001 to 10000	18	0.2159	134450	1.3445
Above 10001	39	0.4677	8582452	85.8245
Total	8338	100.000	10000000	100.000

k. Shareholding Pattern as on March 31,2025:

Category of Shareholder	No. of Equity shares	As a percentage (%) of total paid-up Share Capital
A. Promoter and Promoter Group	7300000	73.00
B. Public Shareholding
Institutions
Mutual Funds	500	0.005
Financial Institutions /Banks	250	0.0025
Non-Institutions
Individuals	1677698	16.777
Bodies Corporate	811033	8.1103
Clearing Members	5	0.0001
NRI	20652	0.2065
HUF	138980	1.3898
Trust	650	0.0075
LLP	4362	0.0436
IEPF	45854	0.4585
Others(KMP+ FPI Corporate)	16	0.0002
Sub-Total (B)	2700000	27.00
Total (A+B)	10000000	100.00

l. Dematerialization of shares and liquidity

The Companys shares are tradable compulsorily in electronic form. As on March 31, 2025, 34.76% (3475957 shares ) of total equity share capital is held in dematerialization form with NSDL and 64.98% (6498543 shares) of total equity share capital is held in dematerialization form with CDSL and 0.26% (25500 shares) of total equity share capital is held in Physical form. The Companys shares were regularly traded on the National Stock Exchange of India Limited and BSE Limited.

Suspense Escrow Demat Account (‘SEDA)

Pursuant to SEBI Circular dated January 25, 2022, to enhance the shareholders experience in dealing with securities markets, the listed companies shall issue the securities in dematerialized form only, while processing any investor service requests viz., issue of duplicate share certificates, endorsement, transmission, transposition. After processing the investor service request(s), a Letter of confirmation (‘LOC) would be issued to the shareholders in lieu of a physical securities certificate. LOC shall be valid for a period of 120 days, within which the shareholder shall make a request to the Depository Participant for dematerializing the said securities/shares. In case the shareholders fail to submit the dematerialization request within 120 days, the Company shall then credit those securities to the SEDA held by the Company.

The shareholders can reclaim these shares from the Companys SEDA on submission of documentation prescribed by SEBI. m. The Company has not issued any GDR/ADR/Warrants or any other convertible instruments. n. Commodity Price Risk or Foreign Exchange Risk and Hedging Activity

The Company is not subject to significant Commodity price risks as its use of imported raw material is less than 6.50 % of the total consumption of raw material and also it can be substituted with indigenous raw materials in case the price of imported material increases more than the price of indigenous materials. However Company is subject to foreign exchange risks due to fluctuations in foreign currencies for its receivables for the export of Companys finished goods which is about 5.73 % of total sales of the Company. The Company has in place a risk management framework for identification and monitoring and mitigation of foreign exchange risks by hedging the risks. o. Plant Locations (Factory)

The Companys plants are located at:

Location	Range of Products Produced
L-31,32, M.I.D.C. Tarapur Industrial Area, Boisar 401 506,	Continuous Stationery, Security Printing & Commercial
Dist. Palghar (Mah.)	Printing includes Answer Booklet plus Paper Bags.
G-73. M.I.D.C. Tarapur Industrial Area, Boisar 401 506, Dist.	Flexible Packaging
Palghar(Mah.)
Survey No. 297/1-P ,Village Sayali, Silvassa 396 240(U T of	Corporate Gifting Premium Packaging Rigid Box, Duplex
Dadra & Nagar Haveli).	Board Printing, Corrugated Boxes, Books Stationery, Mono
	Carton, Food Packaging Boxes for QSR Services and
	Commercial Printing.
103, Kasna Ecotech Extentiom-1, Dist. Gautambudh Nagar,	Flexible Packaging
Greater Noida-201308 (U. P.)
Plot No. J-1/17 M.I.D.C. Tarapur Industrial Area ,	(1)Candle manufacturing
Boisar-401506, Dist. Palghar(Mah.)

⁽¹⁾ The commercial production of the candle manufacturing plant has commenced w.e.f. 1^st June, 2024

Address for correspondence

The Companys Registered Office is situated at L-31, M.I.D.C., Tarapur Industrial Area, Boisar-401 506, Dist. Palghar

(Maharashtra).

Shareholders correspondence to be addressed at:

Orient Press Limited

1102, E-wing, 11THFloor, Lotus Corporate Park, Off. Western Express Highway, Goregaon(East), Mumbai-400063 (Maharashtra).

Tel: 42977335/310,

E-Mail: share@orientpressltd.com/shubhangi.lohia@orientpressltd.com

Shareholders holding shares in electronic mode should address all their correspondence relating to change of address to their respective Depository Participants (DP). p. List of all credit ratings obtained along with any revisions thereto during the relevant financial year:

The Company has obtained the following Credit Ratings from CARE Ratings Limited:

Facilities	Amount (Rs In crore)	Rating
Long Term Bank Facilities	26.09	CARE BB; Stable (Double B; Outlook: Stable)
Long Term/Short term Bank Facilities	14.50	CARE BB; Stable/ CARE A4
		(Double B ; Outlook: Stable/ A Four)
Short Term Bank Facilities	19.50	CARE A4 (A Four)
Fixed Deposit	8.00	CARE BB; Stable [Double B; Outlook: Stable]
Total	68.09

The details on credit ratings are provided on the website of the Company in the Investor Info Section.

13. Disclosures: a. Related Party Transactions (RPT) a. All transactions entered with the related parties during the year ended March 31, 2025 as mentioned under the Companies Act 2013 and Regulation 23 and 27(2)(b) of the Listing Obligations & Disclosures Regulations (LODR) were in the ordinary course of business and on arms length pricing basis. The details of the Related Party Transactions are set out in the Note No. 56 to Financial Statements forming part of this Annual Report. The Audit Committee, during the financial year 2024-2025, has approved Related Party Transactions in line with the Policy Transactions and the applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). b. The Register of Contractscontainingstatutorymodification(s)or re-enactment(s) thereof for the transactions in which

Directors are interested is placed before the Board regularly for its approval. c. The Audit Committee and the Board of Directors of the Company have formulated the Policy on dealing with RPTs which is uploaded on the website of the Company i.e. www.orientpressltd.com. d. Your Company had entered various transactions with related parties as per the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the financial year ended March 31, 2025. ended March 31, 2025 there are no transactions with related parties which qualify as materially e. Duringthefinancial significant transaction. party transactions of the Company which have potential conflict with the f. Therearenomateriallysignificant interests of the Company at large. g. During the financial year ended March 31, 2025 the Company had entered in contracts with related party which falls under the provisions of Section 188 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 therefore approval of the Board and Audit Committee were obtained. The Company had not entered any related party transaction crossing the threshold limits as stipulated under the SEBI (LODR) Regulations, 2015 accordingly; approval of Members was not required. h. A statement in summary form of all the transactions with related parties is placed periodically before the audit committee. i. Transactions with related parties, as per requirements of Indian Accounting Standard (Ind As) 24, are disclosed in Note

No. 56 of the Balance Sheet. b. Statutory Compliance, Penalties and Strictures

The Company has complied with the requirements of Stock Exchanges, SEBI, and other statutory authorities on all matters related to capital markets during the last three years. However, during the Financial year 2024-2025, the Company paid fines of Rs12,000 each to BSE and NSE due to a delay of 2 days in reconstituting the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, as per Regulation 18(1), 19(1), and 20(1) of SEBI

(LODR) Regulations, 2015.

Apart from the above, there were no other penalties or strictures imposed on the Company by Stock Exchanges, SEBI, or any statutory authority on matters relating to capital markets during the last three years. c. Vigil Mechanism / Whistle Blower Policy

In line with the Companies Act, 2013and the SEBI (LODR) Regulations, 2015, the Company has formulated Vigil Mechanism/ Whistle Blower Policy to report concerns about unethical behavior, actual or suspected incidents of fraud or violation of Code of Conduct that could adversely impact the Companys operations, business performance and/ or reputation, in a secure and confidential manner. The Vigil Mechanism/ Whistle Blower Policy has been disclosed on the website of the Company i.e. www.orientpressltd.com.

The said policy provides for adequate safeguard against victimization of Directors/employees who avail of such mechanism and provides access to the Chairman of the Audit Committee, in exceptional cases. It is affirmed that no person has denied access to the Audit Committee. d. Web-link where policy for determining ‘materialsubsidiaries is disclosed

The Company has no Subsidiary Company during the year under review. e. Web-link where policy on dealing with related party transactions

The policy on dealing with related party transactions is available on the website of the Company under "Policies & Programmes" in the Investor Info section and can be accessed at http://www.orientpressltd.com/Policies.html f. Disclosure of commodity price risks, foreign exchange risk and commodity hedging

Disclosure on Foreign Exchange Risk and Commodity Price Risk alongwith Foreign Currency exposure is given under Note No. 50 of Other Notes on Accounts in the Annual Report. g. Details of utilization of funds raisedthroughpreferentialallotmentorqualifiedinstitutions placement as specified under Regulation 32 (7A)

The Company did not raise any funds through preferential allotment or qualified institutions placement during the h. Certificate from a company secretary in practice that none of the directors on the board of the debarred or disqualified from being appointed or continuing as directors of companies by the Board/ Ministry of

Corporate Affairs or any such statutory authority

On the basis of written representations/ declaration received from the Directors, as on March 31, 2025, M/s V.K. Mandawaria & Company, Company Secretaries (Membership No. FCS 2209, CP No. 2036), have issued a certificate,confirming that none of the Directors on Board of the Company has been debarred or disqualified from being appointed or continuing as

Director of companies by SEBI/ MCA or any such authority. i. Where the Board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year, the same to be disclosed along with reasons thereof:

The Board accepted the recommendations of its Committees, wherever made, during the year. j. Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/ network entity of which the statutory auditor is a part.

The details of total fees for all services paid by the Company on a consolidated basis, to the statutory auditor and all entities in the network firm/ network entity of which the statutory auditor is a part for the FinancialYear 2024-25 are as follows:

Type of Service	Amount (in Rs)
Audit Fee	7,25,000
Taxation	140,000
Tax Audit Fee	95,000
Limited Review Fee	3,00,000
Corporate Governance Fee	45,000
Other Certification Fee	35,000
Total	13,40,000

k. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013:

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. The deatils of complaints received and entertained during the year under review are as follows:

(1)	number of complaints filed during the financial year		0
(2)	number of complaints disposed of during the financial year		0
(3)	number of complaints pending as on end of the financial year		0

14. Disclosure of the Extent to which the Discretionary Requirements as Specified in Part E of Schedule II have been Adopted:

A. The Board
A non-executive chairperson may be entitled to	As the Chairman of the Company is an Executive Chairman, hence the
maintain a chairpersons office at the listed entitys	requirement of provision for entitlement officeat the expense chairpersons
expense and also allowed reimbursement of	of the Company in case of a non-executive Chairperson has been not complied
expenses incurred in performance of his duties.	by the Company.
B. Shareholder Rights
Half-yearly declaration of financial performance	Quarterly financial statements are published in leading newspapers and
including summary of the significant events in	uploaded on Companys website at http://www.orientpressltd.com/Financials.
last six-months, may be sent to each household	html
of shareholders.
C. Modified opinion(s)in report audit
The listed entity may move towards a regime of	There are no qualifications in the Audit Report.
financial statements with unmodifiedaudit opinion.
D.Separate posts of Chairperson and Managing
Director or Chief Executive Officer	The Chairman & Managing Director of the Company is same person.
The listed entity may appoint separate persons to
the post of Chairperson and Managing Director
or the Chief Executive Officer such that the
Chairperson shall (a) be a non-executive director
and (b)not be related to Managing Director or the
Chief Executive officer.
E. Reporting of Internal Auditor
The internal auditor may report directly to the	The Internal Auditor reports to the Audit Committee.
audit committee.

15. Disclosures of the Compliance with Corporate Governance Requirements Specified in Regulations 17 to 27 and clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 andclauses (b) to (i) of sub regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. Code of Conduct

In compliance with Regulation 26(3) of the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company. The Code is available on our website, www.orientpressltd.com. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the Financial Year ended March31,2025.Acertificatesigned by the Managing Director forms part of this Report.

17. CEO / Managing Director and CFO Certification

In terms of requirement of Regulation 17(8) of the SEBI (LODR) Regulations, 2015, Mr. Ramvilas Maheshwari, Chairman & Managing Director and Mr. Gopal Somani,ChiefFinancialOfficer certificateto the Board for the year ended March havefurnished 31, 2025 in the prescribed format. The certificate has been taken on record by the Board at the meeting held on May 26, 2025.

18. Certificate on compliance with conditions of Corporate Governance of corporate governance for the year ended March 31, 2025 given by M/s Thecertificate Sarda & Pareek LLP, Statutory Auditors is attached to this Report.

19. Other Disclosures a) Risk Management Policy

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined policy. b) Disclosure of Accounting Treatment

There is no deviation in following the treatment prescribed in any Accounting Standards in preparation of financialstatement for the year 2024-2025. c) The Management Discussion and Analysis Report is given separately and forms part of this Annual Report.