Sangal Papers Ltd Directors Report

TO THE MEMBERS

To,

The Members,

Your Director?s takes pleasure in presenting the 45^th Annual Report of your Company for the Financial Year ended 31^st March, 2025.

COMPANY OVERVIEW

Sangal Papers Limited (herein called "The Company") was incorporated in the year 1980. Company is a manufacturer of Newsprint, Writing & Printing paper, Kraft and other various speciality paper for domestic and international markets. Each of these products is targeted to meet unique and changing needs of our customers.

Sangal Papers Limited believes that employees are the backbone of any organization and aims at safeguarding the health and wealth of our employees.

Our Strategic objectives are to build a sustainable organization that remains relevant to the agenda of all our stakeholders and creating growth opportunities for all our stakeholders.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2024-2025 are given hereunder.

Details of financials as per IND AS:

	Financial Year	Financial Year	% Increase/ %
Particulars	(2023-24)	(2024-25)	decrease (-)
Revenue from Operations	19033.87	18027.07	-5.29
Add: Other Income	99.16	63.67	-35.79
Total Income of the Company	19133.03	18090.74	-5.45
Profit before Depreciation, Finance	771.17	845.03	9.58
Costs, Exceptional items and Tax
Expense
Less: Depreciation/ Amortization/	171.86	191.87	11.64
Impairment
Profit before Finance Costs, Exceptional	599.31	653.16	8.99
items and Tax Expense
Less: Finance Costs	252.49	253.07	0.23
Profit before Exceptional items and Tax	346.82	400.09	15.36
Expense
Profit before Tax Expense	346.82	400.09	15.36
Less: Tax Expense (Current & Deferred)	99.76	117.51	17.79
Profit for the year (1)	247.06	282.58	14.38
Add: Other Comprehensive Income (2)	-4.71	-3.90	17.20
Total Comprehensive Income (1+2)	242.35	278.68	14.99
Add: Balance of profit /loss for earlier
	3733.95	3976.30	6.49
years
Add: Revaluation Reserve	48.56	48.56	0.00
Balance carried forward	4024.86	4303.54	6.92

OPERATIONAL REVIEW

Particulars	Financial Year	Financial Year	% Increase/ %
	(2023-24)	(2024-2025)	decrease (-)
Revenue from Operations	19033.87	18027.07	-5.29
Profit before Tax Expense	346.82	400.09	15.36
Profit for the year	247.06	282.58	14.38

Management of the Company deployed the skills and efforts for achieving its objectives and goals. In order to achieve the ultimate goal of maximizing the net-worth of shareholders of the Company by legitimate and fair means, while discharging its obligations towards the society and environment. The management aims to be more economical and to bring maximum efficiency in the operations of the company. Despite of the decrease in Revenue due to geo-political issues, profits of the Company have increased showing efficiency in its operations by cost effective measures.

The company is regularly exploring for growth opportunities in its domestic and international market, over last few years the Company has moved closer to the ultimate consumers and has remained successful in positioning its products in a way that consumers can connect with it. The Company has maintained international standards in its products.

SHARE CAPITAL

Particulars	No of Shares	Face value per share (in Rs.)	Amount (in Rs.)
Authorized Share Capital	70,00,000	10	7,00,00,000
Issued, subscribed and paid- up equity share capital	13,07,260	10	1,30,72,600

During the period under review, there is no change in the share capital of the Company.

DIVIDEND

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the company?s dividend distribution policy, has decided that it would be prudent, not to recommend any dividend for future growth of the company for the year under review.

PRODUCTION CAPACITY

The Company?s current production capacity is likely to increase from current level of 36,000 MT to 50,000 MT per annum as the Company is planning to install new Turbine of 4.5 MW in place of 3MW turbine so the Company may make some modification in the plant and machine to make it compatible with new Turbine.

STATE OF THE COMPANY

The following statement on the affairs of the company under review:

1. The Company engaged in single segment i.e. company engaged in manufacturing of Paper.

2. There is no change in status of the company.

3. There is no change in financial year of the company.

4. There was capital expenditure of Rs.517.02 lakhs during the year in plant and machinery for quality improvement, cost effectiveness and value addition.

5. Due to above there is modernization, expansion and diversification during the year.

6. There are no acquisitions or mergers during the year.

CASH AND EQUIVALENTS

Cash & Equivalents as on date 31^st March, 2025 was Rs. (In lakhs) 83.48. The Company continue to focus on judicious management of its working capital, receivables, inventories and other working capital parameters are kept under strict check through continuous monitoring.

EARING PER SHARE (EPS)

Particulars	2023-2024(In Rs.)	2024-2025(In Rs.)	% Increase/ decrease (-)
Earnings per share(EPS)	18.90	21.62	14.39%

INSURANCE

The Company?s properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks like fire, earthquake, terrorism, burglary etc.

DEPOSITS

The Company has not accepted any fixed deposits from public and as such, accordingly no amount, principal or interest amount was outstanding as on the date of the Balance Sheet.

CREDIT RATING

Your Company took credit rating from Brickwork Ratings, The Brickwork Ratings India Pvt. Ltd. has granting credit rating to the company as BWR BBB- (Pronounced as BWR Triple B Minus), Outlook: Stable (Reaffirm) for Fund Based - Cash Credit and Term Loan (o/s) and BWR A3 (Pronounced as BWR, A Three) (Reaffirm) for Non- Fund Based: Bank Guarantee and ILC/FLC for the FY 2021-2022.

After F.Y. 2021-2022, we have not taken any credit ratings as we as it is not mandatorily applicable to us.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given or granted any loans or guarantee covered under the provisions of section 186 of the Companies Act, 2013 and other details can find on the notes to the financial statements of the Company.

MANAGEMENT?S DISCUSSION AND ANALYSIS REPORT:

In the term of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis is set out in this Annual Report.

INTERNAL FINANCIAL 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 Chairman of the Audit Committee and Managing Director.

The Internal Audit Department 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 to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 including any amendments if any, the company?s profit or net worth or turnover is below the prescribed limit as defined under the act. Therefore, provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company for the F.Y. ended 31^st March 2025.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed pursuant to Section 134(3)(m) of The Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given to the extent applicable herein below:

CONSERVATION OF ENERGY

We have Renewable energy captive power pants (CPPs) as it reduces electricity costs especially in our area where there are high grid tariffs and it makes our Company self sufficient and it reduces our reliability on grid system. It is also helping in the National Electricity Plan of the Government as Captive Power Plants supports de-carbonization efforts of the Government. It helps in nation building. Sangal Papers Limited is mostly using rice husk as fuel for boiler which has the de-carbonization effect on the environment as compared to usage of coal.

The company?s total electricity consumption stood at 24 MU, of which 20 MU was sourced from renewable energy.

Captive Power Plants helps in: 1. Reduced electricity cost. 2. Reliable and Stable Power supply. 3. Environment Sustainability 4. Increased Energy Independence 5. Government Support and Incentives.

We are having turbine of 3 MW and we are planning to install new turbine of 4.5MW in place of 3 MW turbine. It will provide smooth supply of power for continuous un-disturbed production, which will result in quality product, capacity enhancement and reduction of cost in the form of lesser dependence on grid supply. By modification of Boiler to used RDF (Refused Derived Fuel), economy in the cost of fuel will be approximately 1.20 crore per year.

Paper manufacturing Industry is one of the fastest growing Industry in India. The basic need of paper industry is raw material i.e. waste paper and energy to produce the final product. Our company is always seeking to optimize use of energy by installing new equipment to reduce the consumption of energy and pollution at all its manufacturing facilities and registered office at Village Bhainsa, 22km, Meerut- Mawana Road, Meerut, UP. The company is ensuring:

A) ELECTRICAL ENERGY:

(a) A provision of Energy Efficient Pumps for ETP/STP, Water Supply and Fire Systems. (b) Use of Energy Efficient LED Lighting for manufacturing and office. (c) Optimization of processes and operational control.

(d) The manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

(e) Specific investment has been made to reduce energy consumption by installing VFD?s and other electrical equipments.

(f) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

B) WATER:

(a) Rain water harvesting with Ground Recharge.

(b) Replacement of underground hydrant and water pipeline with above ground level pipeline to arrest water leakages.

(c) Discharge of Waste Water after Treating through ETP.

TECHNOLOGY ABSORPTION

Companys products are manufactured by using In-house know how and no outside technology is being used for manufacturing activities. The Company is adopting green initiative for reducing the pollution and being more eco-friendly. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire in-house Research & Development activities are directed to achieve the aforesaid goal.

IMPORTS/ EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. IMPORTS AND EXPENDITURE IN FOREIGN EXCHANGE

Imported raw materials during the year, detailed as per note No.37 of the notes to financial statements of the company.

Value of Imports (C.I.F.) Value in respect of

Particulars	As at 31.03.2024	As at 31.03.2025
(a) Raw materials	1,374.42	1494.71
(b) Capital goods	-	-
(c) Stores & spare parts	37.41	10.56

B. EXPORTS AND EARNING IN FOREIGN EXCHANGE

Particulars	For the year ended on	For the year ended on	% Increase/decrease
	31/03/2024	31/03/2025	(-)
Earning in Foreign Currency on account of export of goods	2550.73	1533.57	-39.88%

The Company exports are to Gulf, European, Asian and other Countries all over the word, during the year there is decrease of 39.88% due to geo political issues going on in the world.

Details are provided under the note No. 37 of "Notes to Financial Statements" for the financial year ended as on 31^stMarch 2025.

DEVELOPMENTS IN INDUSTRIAL RELATIONS/ HUMAN RESOURCES INCLUDING NUMBER OF EMPLOYEE EMPLOYED

Employee wealth is main key to success of an organisation, it is our obligation to provide more facilities to the employees. The company is a paper manufacturing industry and is a labor -intensive industry, we are committed to maintain a culture and custom for our employee to attract and retain the best talent. During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, which form an integral part of this Directors? report, is set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresal) Act, 2013 and the Rules there-under. An Internal Complaints

Committee ("ICC") has been set up from the senior management which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy. During the year ended March 31, 2025. No complaints pertaining to sexual harassment have been received.

DIRECTORS CESSATION, RETIREMENT, APPOINTMENT AND RE-APPOINTMENT

Pursuant to the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vinayak Sangal (DIN: 06833351) Director (Non-Executive) retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Vinayak Sangal (DIN: 06833351) as director of the Company.

Pursuant to the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Tanmay Sangal (DIN: 01297057) Director (Non-Executive) retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Tanmay Sangal (DIN: 01297057) as director of the Company.

The Board proposed for approval of shareholders for re-appointment of Managing Director and Whole Time Director based on the recommendation of the Nomination and Remuneration Committee as follows:

Mr. Himanshu Sangal?s (DIN- 00091324) term of office as Managing Director is expiring on 31^st March 2026. He was re-appointed by the Board of Directors (subject to the approval of members at General Meeting by special resolution) at the recommendation of Nomination and Remuneration Committee for a term of 5 years with effect from 1^st April 2026 until 31^st March 2031.

He will be 70 years of age on 22/10/2025, but nomination and remuneration committee and board of directors are of the view that despite his age he is fit and fine and is able carry out his duties with utmost faith, honesty and dedication and his contribution will be an added asset for the growth of the Company due to his immense knowledge and expertise in paper manufacturing industry.

Mr. Amit Sangal?s (DIN- 00091486) term of office as Whole Time Director (Executive Director) is also expiring on 31^st March, 2026. He was re-appointed by the Board of Directors (subject to the approval of members at General Meeting) at the recommendation of Nomination and Remuneration Committee for a term of 5 years with effect from 1^st April 2026 upto 31^st March 2031.

DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

The Board of Directors of the Company have an optimum combination of Executive, Non- Executive and Independent Directors who have an in- depth knowledge of business, in addition to the expertise in their areas of specialization.

Board of Directors

Mr. Himanshu Sangal (Managing Director) (DIN-00091324), Mr. Amit Sangal (Whole Time Director cum CFO) (DIN-00091486), Mr. Tanmay Sangal (Non-Executive Director) (DIN: 01297057), Mr. Vinayak Sangal (Non Executive

Director) (DIN: 06833351), Mrs. Vartika Malik (Independent Non-Executive Women Director) (DIN:00687839), Mr. Sapan Sodhi (Independent Non-Executive Director) (DIN:10178992).

Mr. Sapan Sodhi is the Chairman of the Board w.e.f.16/09/2023 who is Non-Executive Independent Director.

Key Managerial Personnel

Mr. Himanshu Sangal (Managing Director) (DIN-00091324), Mr. Amit Sangal (Whole Time Director cum CFO) (DIN-00091486) and Mr. Anant Vats (Membership No. F-5575) as Company Secretary and compliance officer of the Company.

BOARD EVALUATION

Pursuant to Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, mandate that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of the Board of Directors on various parameters, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the Working of its Audit Committee, Nomination and Remuneration Committees and Stakeholder Relationship Committee. The Board specified the manner in which the evaluation has been carried out and explained in the Corporate Governance Report.

DIRECTOR?S APPOINTMENT AND REMUNERATION POLICY

The policy on directors? appointment and remuneration, including criteria for determining qualification, positive attribute and independence of a director and other relevant matter, as required as per section 178(3) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. You may find the Remuneration policy on website of the Company at www.sangalpapers.com. The Directors? appointment and Remuneration Policy also stated in Corporate

Governance Report.

INDEPENDENT DIRECTORS AND THEIR DECLARATIONS

Mr. Sapan Sodhi (DIN- 10178992) was appointed as Independent Director by the shareholders in 43^rd AGM held on 24^th August, 2023 for 5 years till 48^th AGM.

Mrs. Vartika Malik (DIN-00687839) was appointed as Independent Director by the shareholders in 43^rd AGM held on 24^th August, 2023 for 5 years till 48^th AGM.

The Company received necessary declaration from each independent director under section 149(7) of Companies Act, 2013, Mr. Sapan Sodhi and Mrs. Vartika Malik (Independent women Director) for meeting the criteria of independency laid down in section 149(6) of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

FAMILIARIZATION PROGRAM AND INDEPENDENT DIRECTORS MEETING

During the financial year, as per company policy the Board of Directors of the company conduct a separate meeting of the independent director for the purpose of evaluation of the Board of Directors as whole and individually and also conduct the familiarization program for introduction to the Board and to attend an orientation program. The Details of Training and familiarization program are provided in the corporate governance report and also available on website (www.sangalpapers.com) of the company.

BOARD DIVERSITY

We understand the value and importance of balanced and diverse board in the company. We always support a better/best board in the company. The Company believes that a truly diverse board will bring changes in thoughts, perspective, knowledge, skills, industry experience, cultural and geographical background, age, gender that will help us retain our competitive advantage.

MEETINGS OF BOARD OF DIRECTORS AND COMMITTEE

BOARD OF DIRECTORS MEETING

Sl. No.	Date of Board Meeting	Total No. of Directors	Directors present	Directors on leave of absence
1.	30/05/2024	6	6	NIL
2.	05/08/2024	6	5	1
3.	13/08/2024	6	5	1
4.	12/11/2024	6	6	NIL
5.	13/02/2024	6	6	NIL

AUDIT COMMITTEE MEETING

Sl. No.	Date of Board Meeting	Total No. of Directors	Directors present	Directors on leave of absence
1.	30/05/2024	3	3	NIL
2.	05/08/2024	3	3	NIL
3.	13/08/2024	3	3	NIL
4.	12/11/2024	3	3	NIL
5.	13/02/2025	3	3	NIL

NOMINATION AND REMUNERATION COMMITTEE MEETING

Sl. No.	Date of Board Meeting	Total No. of Directors	Directors present	Directors on leave of absence
1.	15/07/2024	3	3	NIL

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

Sl. No.	Date of Board Meeting	Total No. of Directors	Directors present	Directors on leave of absence
1.	15/07/2024	3	3	NIL

All the meetings were held in accordance with the applicable provisions of the Companies Act, 2013 and Rules made there under. The details of which are given in the Corporate Governance Report. The maximum interval between any two meeting of the Board of Directors and the Audit Commitee, did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all the recommendations of Audit Committee were reviewed and approved by the Board of Directors, if any.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMAPNY

There have no material changes and commitments affecting the financial position of the company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report.

CHANGE IN THE NATURE OF BUSINESS

The Company engaged in single segment i.e. manufacturing of paper, The Company has not undergone any changes in the nature of the business during the financial year.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATION IN FUTURE

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, your directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

b. They 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 review of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

INTERNAL FINANCIAL CONTROL SYSTEM

The Company?s Internal Financial Control System is designed to help and ensure the effectiveness and efficiency of operations, proper financial reporting and compliance of laws and regulations. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companies Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

RELATED PARTY TRANSACTIONS

Sangal Papers Limited has formulated a policy on Related Party Transaction. The same is available on the company website (www.sangalpapers.com). All the Related Party Transactions are placed before the audit committee for its review on quarterly basis. The related party transactions have already been disclosed in the financial statements. No transaction of material nature has been entered into by the Company during the year which may have potential conflict with the interest of the Company. All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large.

All transactions with related party fall under the scope of Related Party Transactions are complied with the provisions of section 188(1) of the Companies Act, 2013, Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)Rules, 2014 are given in Annexure II in Form AOC-2 and forms part of this report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any subsidiary, joint venture and associate company during the relevant financial year 2024-2025.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct and which is applicable to the members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct" which forms and Appendix to the Code and same is available on the company website (www.sangalpapers.com).

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board members and the Senior Management personnel have confirmed compliances with the code. All management Staff was given appropriate training in this regard.

MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company (www.sangalpapers.com).

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act, 2013, and the rules made there-under M/s Raj Viyom & Co., (formerly known as M/s Raj Sandhya & Co.) Chartered Accountants were appointed as statutory auditors by the shareholders of the Company in the 42^nd Annual General Meeting for second consecutive term of Five (5) years i.e., from the conclusion of 42^nd AGM till the conclusion of 47^th AGM to be held in the year 2027.

COST AUDIT

COST AUDITORS Mr. S. R. Kapur, Cost Accountant (Membership No.:- M-4926), Add.: A-16 (G.F.), Ansal Courtyard, Bye Pass Road, Modipuram Crossing, Meerut, UP- 250001 were appointed as Cost Auditors for conducting the cost audit of the Company for the year ended 31 March 2025. The said firm has been appointed as cost auditors of the Company for the financial year 2025-26 as well.

SECRETARIAL AUDIT

M/s D. K Gupta & Co., Practicing Company Secretary (Membership Number: 5226, Certificate of Practice Number: 3599) was appointed as Secretarial Auditors to conduct Secretarial Audit of the Company and have submitted the Secretarial Audit Report for the year ending 31 March 2025 which is annexed to this Board?s Report as. As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in addition to the abovementioned Secretarial Audit Report, listed company is also required to obtain an Annual Secretarial Compliance Report from a practicing Company Secretary w.r.t. the compliances of all applicable SEBI Regulations, amendments, circulars or guidelines etc. by the Company. Accordingly, the same has been obtained and filed with the concerned Stock Exchanges.

Further pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, read with Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018, the Company is required to obtain a certificate from Practicing Company Secretary that none of the directors on the Board of the company has been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The said Certificate has been obtained from M/s D. K Gupta & Co., Practicing Company Secretary (Membership Number: 5226, Certificate of Practice Number: 3599), which is annexed to this Board?s Report.

SEBI vide its notification dated December 12, 2024, amended the SEBI Listing Regulations, 2015. The amended regulations require companies to obtain shareholder?s approval for appointment of Secretarial Auditors, in addition to approval by the Board of Directors. Further, such Secretarial Auditor must be a peer viewed company secretary and should not have incurred any of the disqualifications as specified by SEBI.

The Board of Directors of the Company, pursuant to the recommendations of the Audit Committee, has recommended appointment of M/S D.K. Gupta & Co. Peer Reviewed Proprietorship Firm of Practicing Company Secretaries as Secretarial Auditors of the Company from the conclusion of 45^thAGM until the conclusion of 50^thAGM of the Company, for a period of five consecutive years commencing from 1^st April, 2025 till 31^st March, 2030 in compliance with the amended Regulation 24A of the SEBI(LODR) Regulations, 2015 vide SEBI Notification dated December, 12 2024 read with provisions of Section 2024 of the Companies Act, 2013 & Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration: Remuneration to be paid for the Financial Year ending 31^st March, 2026 as determined by the Board of Directors of the Company (including its Committee thereof) in consultation with the Secretarial Auditors. The Board of Directors in consultation with the Audit Committee may approve revisions to the remuneration of the Secretarial Auditors, on the balance part of the tenure based on review and any additional efforts on account of changes in the regulations, restructuring or other considerations.

Brief Profile: D.K. Gupta & Co. under the Proprietorship of Mr. Dinesh Kumar Gupta is one of the oldest and most reputed Company Secretarial Firm in this part of the region. The Firm is providing multi- disciplinary, multi-geographic, high quality legal and secretarial services.

AUDITOR?S REPORT/ SECRETARIAL AUDIT REPORT:

There are no observations/qualifications in statutory audit report. The comments in the Auditors Report read with the notes to the accounts are self-explanatory and do not call for any explanation under Section 134 of the Companies Act, 2013. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Observations, if any made therein are self-explanatory and read with Notes on Account of Financial Statement.

PREVENTION OF INSIDER TRADING:

SEBI have notified

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 with various amendments Pursuant thereto, the Company has formulated and adopted a Code of practice for fair disclosure of unpublished price sensitive information and Code of Conduct. The Code requires pre-clearance for dealing in the Company?s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees are in compliance with the Code and the same has been informed under Code of Conduct section of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

The Company has neither made any application nor any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION:

The Company has not made any one-time settlement during the financial year 2024-25 with Banks or Financial Institution.

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING ON THE COMAPNY

Pursuant to Clause 5A of Para A of Part A of Schedule III of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, that the Company/ Board did not received any information (mentioned in Clause 5A of Para A of Part A of Schedule III of SEBI listing regulation) during the relevant financial year from its Shareholders, Promoters, Promoter Group Entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity and also any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements.

ANNUAL RETURN

Extract of the Annual Return in Form MGT-7 would be available at the website of the Company at

"www.sangalpapers.com.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5 (2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (include any modification or amendment thereof, if any) requiring particulars of the employees in receipt of remuneration in excess of Rupees One Crore and Two Lakh per year and Rupees Eight lakh Fifty Thousand per month only to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rupees One Crore and Two Lakh per year and Rupees Eight lakh Fifty Thousand per month during the financial year 2024-2025.

The information required under section 197 (12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure III ".

ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.