Pudumjee Paper Products Ltd Directors Report

The Directors have pleasure in presenting before you the 11^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2025. The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL RESULTS :

(Rupees in Lakhs)

	2024-25	2023-24
The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	14,503.63	14,942.20
Less:
i) Finance cost	321.04	512.54
ii) Depreciation/Impairment	1,310.39	1,265.14
The net profit before Exceptional items and Tax	12,872.20	13,164.52
Less:
Exceptional Items	-	-
The net profit before Tax	12,872.20	13,164.52
Less:
Provision for Current Tax	3,275.00	3,361.00
Provision/(Saving) for Deferred Taxation	21.23	(10.53)
Net Profit After Tax	9,575.97	9,814.05
Add:
Other Comprehensive Income/(Expense) (Net of Tax)	51.46	191.69
The balance of Profit brought forward from last year	28,439.52	19,108.53
Total	38,066.95	29,114.27
Less:
Dividend Paid on Equity Shares	569.70	474.75
Transfer to General Reserve	200	200
Total	769.70	674.75
Balance proposed to be carried forward to next years accounts	37,297.25	28,439.52

DIVIDEND :

The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2025 at the rate of Rs.0.60 per share. Subject to approval of Shareholders, the Equity Dividend shall be paid, subject to the provision of Section 126 of the Companies Act, 2013 to those Shareholders whose names stand on the Register of Members on 30^th August, 2025.

The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 21^st August, 2025.

OPERATIONS :

The Directors are happy to note that the Company has improved its performance with respect to revenue generation this year which is at Rs. 809 crores (Rs.785 crores in the last year). This achievement is a result of higher production by about 5% and improved revenue of Hygiene Products Division by about 6%. In the backdrop of reduction in the net selling prices of paper by about 2% on an average, the EBIDTA margin has marginally reduced to 18% (last year 19%).

The Company has succeeded in maintaining its value addition by improving operating efficiency, change in product mix to manufacture higher margin products and optimizing fibrous raw material mix and other inputs.

The Company being the leader in the Specialty Paper manufacturer, is glad to witness customers awareness with respect to product quality. The Company takes pride when it succeeds in satisfying the customers expectations. The continuous engagement with the customers by the

Company has helped to develop new products with desired quality parameters for various applications to address their exact needs at an optimum cost to them and increased demand of its product in long term.

In view of the niche quality Speciality papers marketed by the Company, the net sales realization of paper per MT is good. This has encouraged some of the established paper manufacturers of commodity paper products to compete with some of the products manufactured by the

Company. In some cases, these competitors have lower cost of certain inputs inherent to their location and own pulp production thus have an edge in terms of cost and lower prices. Although, at times, it is a challenge to compete with their prices but, the Companys stringent and consistent quality parameters, long standing reputation in the market and quality of after-sales-service help to reduce the threats of competition.

The 15.4 MW Solar Power Plant is being setup at Bhalwani near Solapur which is expected to be commissioned around mid 2025-26 to cater about 35% of Companys power requirement which would help to replace the costly power drawn from Discom and thus reduce energy cost. This will also be an important step in the direction of sustainability of its operations. The Management is also actively considering to setup another Solar Power Plant, in due course, to further supplement its power requirement.

The Company has received clearance from Maharashtra Pollution

Control Board (MPCB) for setting up a 68000 MT of Specialty Paper manufacturing facility in 5 years time at Mahad at a cost of about Rs.1350 crores, subject to applicable approvals and permissions.

The Company is currently in active discussion with the machinery manufacturers after which the relevant details of the project will be finalized.

Hygiene Products Division has seen about 6% of improvement in its revenue but EBIDTA is marginally reduced due to cost of introduction of ‘SME a new verticle. The Division mainly caters to Institutional

Customers such as business Hotels, Airports, Restaurants, Corporates etc, in addressing their needs. The Division has recently commenced supply of Paper Bags and Paper Cups for various applications including food grade segment. The supply of these products is currently dominated by unorganized players. The products supplied by the Division so far have received good response and recognition.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provision of Sections 124 and 125 of the Companies Act, 2013, relevant amounts like unclaimed dividend etc., which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (‘IEPF).

In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 49,070 shares to the Demat Account of the IEPF Authority maintained with NSDL, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years or more. The details of the Shareholders whose shares transferred to IEPF Authority and procedure to claim refund of unclaimed dividend amount and shares from IEPF authority are available on the website of the Company viz: https://pudumjee.com/ unclaimed-dividends/.

FIXED DEPOSITS :

The Company accepts fresh/renewal of fixed deposits from the public and as on 31st March, 2025 stood at Rs.808.80 Lakhs as against

Rs.1,312.50 Lakhs at the end of the previous year (i.e. Fixed Deposit Liability).

During the year, the Company has accepted/renewed such deposits aggregating to Rs.592.80 Lakhs, and all the deposits falling due for repayment during the year were fully repaid on maturity except unclaimed deposits numbering 67 with an amount of Rs. 33.05 Lakhs as at the end of the year.

There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the year end and there have been no default in repayment of deposits or payment of interest thereon. There are no deposits which are not in compliance with the requirements of Chapter V of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS: i. STATUTORY AUDITORS :

The Members of the Company at the 8^th Annual General Meeting re-appointed M/s. J. M. Agrawal & Company, Chartered Accountants, as Statutory Auditors for further period of five years till the conclusion of 13th Annual General Meeting of the Company. There is no adverse remark or Auditors Report annexed to this Annual Report.

The Auditors have reported that there is no fraud on or by the

Company noticed or reported during the year. ii. SECRETARIAL AUDITOR :

Pursuant to provision of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board had appointed M/s. SIUT & Co LLP,

Practicing Company Secretaries, Pune to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 is annexed hereto as Annexure - 1.

There is no adverse remark or qualification in the Secretarial Audit Report.

The Company has complied with the applicable Secretarial

Standards during the year issued by the Institute of Company Secretaries of India.

Further in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act, the Board of Directors of the Company at its meeting held on 26th May, 2025, have approved the appointment of M/s. SIUT & Co LLP, Practicing

Company Secretaries, Pune as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029- 30, subject to approval of the shareholders at the ensuing 11th Annual General Meeting. iii. COST AUDITOR :

Pursuant to provision of Section 148 of the Companies Act, 2013, the Board has appointed Mr. Narhar K. Nimkar (Membership No. F-6493), Cost Accountants in Practice, Pune to conduct the audit of the Cost Records of the Company relating to “PAPER” for the Financial Year 2024-25. As required under the Companies Act, 2013, a resolution seeking Shareholders approval for the remuneration payable to the Cost Auditors forms part of Notice convening the 11th Annual General Meeting of the Company.

DETAILS OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In terms of provisions of the Companies Act, 2013, Mr. Arunkumar Mahabirprasad Jatia (DIN: 01104256), Executive Chairman of the

Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The details of the Directors of the Company, proposed to be reappointed at the 11^th Annual General Meeting, as required by

Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by the Institute of Company Secretaries of India are provided as Annexure at the end of the Notice convening the 11^th Annual General Meeting of the Company.

Mr. Vinay Jadhav, Company Secretary and Key Managerial Personnel of the Company resigned from the services of the Company w.e.f. close of business hours of 20th April, 2025 and Mr. Shrihari Waychal was appointed as Company Secretary and Key Managerial Personnel of the Company w.e.f. 01st August, 2024. The Board places on record its appreciation for the services and contribution rendered by Mr. Vinay Jadhav during his tenure as a Company Secretary and Key Managerial Personnel with the Company.

Based on the recommendation of the Nomination and Remuneration

Committee, the Board of Directors of the Company, at their meeting held on 28th October, 2024, appointed Mr. Dilip Jayantilal Thakkar (DIN: 00007339) as an Additional Director in the capacity of Non-Executive Independent Director of the Company, for a period of 5 years w.e.f. 28th October, 2024 till 27th October, 2029. The said appointment of Mr. Thakkar as an Independent Director was approved by the Members of the Company by way of a Postal Ballot on 11th December, 2024 in accordance with the provisions of the Companies Act, 2013 & Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirming thattheyarenot Director by virtue of any SEBI order or any other such authority. The Board of Directors is of the opinion that the Independent Directors holds the highest standard of integrity and possess necessary in the field expertise and experience including proficiency Company operates.

MEETINGS :

During the year 4 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report that forms part of this Annual Report.

The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Board of Directors has constituted the Corporate Social

Responsibility Committee of the Company comprises of Mr. Nandan Damani, Chairman of the Committee and Non-Executive Independent Director, Mr. Vinod Kumar Beswal, Non-Executive Independent Director, Mr. Basant Kumar Khaitan, Non-Executive Independent Director, Mr. Surendra Kumar Bansal, Non-Executive Non-Independent Director and Mr. Ved P. Leekha, Non-Executive Non-Independent Director. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy, activities to be undertaken by the Company and to meet/contribute expenditure towards its recommended Corporate Social Responsibility objectives. This Committee carried out the CSR Activities pursuant to section 135 read with Schedule VII of the Companies Act, 2013 as amended from time to time and as per the CSR policy of the Company.

For the financial Rs.170.30 Lakhs on CSR activities (after the set-off of excess spent of Rs.8.70 Lakhs pertaining to financial year ended 31st March, 2023), pursuant to Section 135(1) of the Companies Act, 2013.

In fulfillment of this obligation, the Company amount of Rs.170.30 Lakhs towards various approved CSR initiatives through designated implementing agencies, in line with its CSR Policy. Of this, Rs.131.30 Lakhs was utilized by the implementing agencies by 31st March 2025. The remaining unutilized amount of Rs.39.00 Lakhs, allocated for ongoing projects, was transferred by the agencies to the Companys ‘Unspent CSR Account in accordance with Section 135(6) of the Act.

These projects are currently in progress and are expected to be completed during FY 2025 26. The Company continues to closely monitor their implementation to ensure meaningful and timely outcomes.

The Company remains strongly dedicated to acting as a responsible corporate citizen and continues to consider Corporate Social Responsibility (CSR) a core element of its business values and approach. The CSR Committee affirmed that the implementation and monitoring of the CSR projects during the year was in compliance with the CSR objectives and CSR policy of the Company.

The CSR Policy of the Company is available on the website of the

Company viz: https://pudumjee.com/wp-content/uploads/2025/04/ PPPL-Corporate-Social-Responsibility-Policy-4.pdf fromholdingthe

The other relevant disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended are given in Annexure-2.

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) :

Particulars of loan(s) given, investment(s) made, guarantee(s) given and securities provided along with the purpose are provided in Annexure-3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

A policy on Related Party Transactions has been adopted by the Board of Directors at its meeting held on 14th November, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy is available at the Companys website at https:// pudumjee.com/wp-content/uploads/2025/07/PPPL-Policy-on-Related-Party-Transactions.pdf The Audit Committee reviews all related party transactions quarterly and also as and when felt necessary. Pursuant to Sections 134 (3), 188 (1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC -2 are provided as Annexure-4.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTOR(S) AND COMMITTEE(S) :

As required under Companies Act, 2013, a meeting of the Independent Directors was held on 31st January, 2025 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the Non-Independent Directors, including the Chairman and also of the Board as a whole was made, against pre-defined identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 22nd January, 2016, the said committee has carried out evaluation of the performance of every Director. The said criteria is available at the Companys website at https://pudumjee.com/wp-content/uploads/2025/04/Policy-on-Evaluation-of-Performance-of-Directors.pdf. The Board of Directors at their meeting held on 31st January, 2025 has evaluated the performance of Independent Directors. The performance of the Committee was also generally discussed and evaluated.

While evaluating, the principles and guidelines issued vide master circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 of Securities Exchange Board of India dated 11th November, 2024 on Board Evaluation have been taken into account.

FAMILIARISATION PROGRAMME :

The details of programmes for familiarisation of Independent Directors with the Company is available at the Companys website at https:// pudumjee.com/wp-content/uploads/2025/07/PPPL-Familiarisation-Programme-for-Independent-Directors.pdf

RISK MANAGEMENT POLICY :

In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about the risk assessment & minimization procedures, monitoring the risk management plan, etc.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM :

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for Directors and Employees to report their genuine concerns.

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Company has formulated a policy “Vigil Mechanism/Whistle Blower Policy”, wherein the Employees/Directors/ Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Companys Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available at the Companys website at https://pudumjee.com/policies/.

PARTICULARS OF EMPLOYEES :

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statement giving required details is given in the Annexure-5 and 5A to this report.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, and 2014, the statement containing the names of the top ten employees in terms of remuneration drawn and other relevant particulars is provided in a separate annexure forming part of this Report. Pursuant to Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Shareholders excluding the said annexure. Shareholders who wish to obtain a copy of the annexure may write to the Company Secretary at investors.relations@pudumjee.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013 :

An Internal Complaints Committee (‘Sexual Harassment Committee) has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

During the year under review, there was no complaint of discrimination and harassment (including Sexual Harassment) received by the Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO :

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-6 to this Report.

REPORT ON CORPORATE GOVERNANCE :

Your Companys philosophy on Corporate Governance, sets the goal of achieving the highest level of transparency with integrity in all its dealings with its Stakeholders including Shareholders, Employees, Lenders and Others. A report on Corporate Governance along with a Certificate from the practicing Company Secretary regarding the

Compliance of Conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as Annexure-7.

MATERIAL CHANGES AND COMMITMENTS, IF ANY:

There are no adverse material changes or commitments that occurred after31 ncial position of the fina st March,2025,whichmayaffectthe Company or may require disclosure.

ANNUAL RETURN :

Pursuant to the provisions of Companies Act, 2013, draft of Annual Return for the financial year 2024-25 is available on the website of the Company at https://pudumjee.com/wp-content/uploads/2025/06/ PPPL-Draft-Annual-Return-Form-MGT-7-2024-25-1.pdf

REMUNERATION POLICY :

In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated remuneration policy which inter alia, includes the criteria for determining Directors. The said policy may be referred to, at the Companys website i.e., https://pudumjee.com/policies/ and is annexed hereto and marked as Annexure-8.

SIGNIFICANT AND MATERIAL ORDERS :

There is no significant and material order passed by the Regulators or

Courts or Tribunals impacting the going concern status and Companys operations in future except as under: The Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE), via their respective e-mails dated 17th March, 2025, have each levied a fineof Rs. 88,000/- plus GST on the Company. The fines have been imposed for the alleged non-compliance with Regulation

17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to the Corporate Governance Report filed by the Company for the quarter ended 31st December, 2024. The non-compliance pertains to the appointment of Mr. Dilip Jayantilal Thakkar as a Non-Executive Independent Director, who had exceeded the age of 75 years without obtaining prior approval from the shareholders as per the interpretation of the Stock Exchanges. The fines has been paid by the Company to the Stock Exchanges on 28th March, 2025 under protest and has also applied to the Stock Exchanges for waiver of the fines contending that there was no violation and the same is pending before stock exchanges. It may be noted that, the recent amendment inserting a proviso to Regulation 17(1A), which mandates prior approval came into effect from 13.12.2024 and the appointment of Mr. Dilip Jayantilal Thakkar as Non-Executive Independent Director of the Company was approved by shareholders on 11.12.2024 by way of special resolution passed through postal ballot.

This was reported to the Stock Exchanges and the Board of Directors at its meeting held on 26th May, 2025.

DIRECTORS RESPONSIBILITY STATEMENT :

The Directors confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the company for that period; c) the Directors have taken proper and sufficient maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; positive attributes and independence of d) the Directors have prepared the annual accounts on a going concern basis; and e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS :

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Bankers, Customers, Vendors and Investors of the Company for their continued support during the year.

The Directors also wish to place on record their deep sense of appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

	On behalf of the Board of Directors,
Place: Mumbai	A. K. Jatia,
Date: 26th May, 2025	Executive Chairman.