Satia Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 44th Annual Report of Satia Industries Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended March 31,2025.

Financial Results:

The key highlights of the financial results of your Company for the financial year ended March 31, 2025 and comparison with the previous financial year ended March 31,2024 are summarised below: -

(Rs in Lakh)

Particulars	Current Year	Previous Year
Revenue and Other Income	153120,35	173614.02
Profit Before interest deprecation and tax	28946.88	43401.35
Interest and Financial Charges	2560.60	2996.24
Depreciation	15735.40	15136.12
Profit from operations (before Tax) prior year adjustments & exceptional Item	10650.88	25268.99
Tax Expenses
Current Tax	1854.69	4973.33
Deferred Tax	(3066.20)	(822.92)
Profit/(Loss) after Tax	11862.39	21118.58
Less: Appropriation
Dividend on Equity Shares	400	1000

Industry Review Corporate Overview

Satia Industries Limited operates in the following business segments: -

1 Writing and Printing Paper

2 Agriculture

3 Co-generation of Power for captive consumption Operational Review

Your Company recorded a total income of Rs 153120.35 lakhs as compared to Rs 173614.02 lakh in the previous year. During the year, your Company generated profit before interest, depreciation and tax (PBIDT) of Rs 28946.88 lakh Compared to Rs 43401.35 lakh in the previous Year. Profit before tax (PBT) for the year from operations is Rs 10650.88 Lakh as compared to Rs 25268.99 lakh in the previous year. After accounting for the provision for tax. Net profit after tax (PAT) for the FY2024-25 is Rs 11862.39 lakh as compared to Rs 21118.58 lakh in the previous Year.

Dividend

During the year under review, the Board has declared

interim dividend of Rs. 0.20 per equity shares of Rs. 1 each on the paid-up equity share capital of the company at their respective meetings held on 09.08.2024 and 13.11.2024 and also recommended final dividend of 20% (Rs. 0.20 per share ) involving a total cash outflow of Rs 4.00 crores. The dividend recommended was in accordance with the Dividend Distribution Policy of the Company.

The Board at its discretion, while approving the annual accounts in each financial year, may also recommend the dividend for approval of the shareholders after taking into account the free cash flow position, the profit earned during that year, the Capex requirements and applicable taxes. If during any financial year the profits of the Company are inadequate, the Board may decide not to declare dividends for that financial year. A dividend policy stated by the current Board cannot be binding on the extant Board. However, the current Board can form a guideline on dividend payout in future in the interest of providing transparency to the shareholders.

The Companys Dividend Distribution Policy (DDP) is available at website: Policies.

Investor Education and Protection Fund (IEPF)

Transfer of Unpaid Dividend to Investor Education and Protection Fund (IEPF) As required under Section 124 of the Act, the Unclaimed Dividend amount to lying with the Company for a period of seven years were transferred during the Financial Year 2024-25, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Transfer of shares to IEPF

As required under Section 124 of Act, 32,550 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2024-25. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company. In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed dividend pertaining to the financial year 2017-18 for amount aggregating to Rs 210523 /- had been transferred to the "Investor Education and Protection Fund" established by the Central

Government on 31st October, 2022. available on the Company website with web link https:// www. satia group. com/Investor/IEPF Files

Reserves

The closing balance of the retained earnings of the Company for the financial year 2025, after all appropriation and adjustments was Rs.103872.10 Lakh.

Fixed Deposit

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as

on the date of the balance sheet.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.The details of the investments made by Company are given in the notes to the financial statements.

Credit Rating

India Ratings and Research Private Limited (Ind-Ra) has taken the following rating actions on Satia Industries Limiteds bank facilities and instruments:

Instrument Type	Maturity Date	Size of Issue (million)	Rating assigned along with Outlook/ Watch	Rating Action
Term loans	30-09-32	INR3734.2	IND A+/Stable	Affirmed
Term loans	30-09-32	INR382.2	IND A+/Stable	Assigned
Non fund based working capital limit		INR1250	IND A+/Stable/IND A1+	Affirmed
Non fund based working capital limit		INR18	IND A+/Stable/IND A1+	Assigned
Fund Based working capital limit		INR1100	IND A+/Stable/IND A1+	Affirmed
Proposed Commercial Paper*		INR350	IND A1+	Affirmed
Proposed term loans	-	INR60	IND A+/Stable	Affirmed
Proposed term loans	-	INR15.6	IND A+/Stable	Assigned
Proposed Non- Convertible Debenture**		INR1000	WD	Withdrawn

*Carved out and sub-limit of existing fund-based working capital limits.

**The company did not proceed with the instrument as envisaged.

Internal Control Systems and their adequacy

The Company believes that Internal Control is necessary concomitant of the principle of Governance and remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee, and the management that there is a structured system of:

?€? close and active supervision by the Audit Committee

?€? business planning and review of goals achieved

?€? evaluating & managing risks

?€? policies and procedures adopted for ensuring orderly Financial Reporting

?€? timely preparation of reliable Financial Information

?€? accuracy and completeness of the Accounting Records

?€? ensuring legal and regulatory compliance

?€? protecting companys assets

?€? prevention and detection of fraud and error

?€? validation of IT Security Controls

Interrelated control systems, covering all financial and operating functions, assure fulfilment of these objectives.

Significant features of these control systems include: the planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals.

In addition, the Internal Auditor performs periodic audits in accordance with the pre-approved plan. He reports on the adequacy and effectiveness of the internal control systems and provides recommendations for improvements. Audit findings along with man- agement response are shared with the Audit Committee. Status of action plans are also presented to the Audit Committee which reviews the steps taken by the management to ensure that there are adequate controls in design and operation. The Certificate provided by Managing Director and Chief Financial Officer in the Corporate Governance Report discusses the adequacy of the internal control systems and procedures.

Human Resources and Employee Relations

The Companys Human Resources division concentrated on efficient plan execution throughout the year under review by utilizing its skilled staff. The HR department of the companys main focus during the year was handling the benefits administration. Additionally, to focus on rebuilding the complete

support system for assuring the health and well-being of employees. Steps including workforce planning, digitalization of HR systems, enhancement of medical facilities, health monitoring, and ongoing communication were necessary for this. These actions increased employee confidence, and the workers reciprocated by offering their entire support by adjusting to the new working circumstances and schedules.

Employee Welfare

Understanding what engages and motivates our employees, as well as their perspectives on the work place is vital. Therefore, we promote open and frequen communication between managers and their teams conduct regular surveys, establish a frame work that encourages employees to voice concerns, provide feedback and suggest improvements. Our comprehensive HR policy framework includes maternity benefits, employee insurance and flexible scheduling to help employees maintain a work-life balance. Monthly workshops are held to educate staff on their physical, mental, and overall well-being. Fostering diversity and inclusion at work, we leverage the varied viewpoints and perspectives of a diverse workforce in terms of age, gender and race, which drives innovation. Our commitment to Equal Employment Opportunity, Equal Pay, and Conditions of Employment Policies ensures no discrimination based on gender, race, religion, caste, creed or similar factors. Hiring, promotions and performance reviews are solely merit-based

Directors & Key Managerial Personnel

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Sh Hardev Singh, Director (Technical), (DIN No. 07943672) is liable to retire by rotation and being eligible for reappointment at the ensuing Annual General Meeting ("AGM") of your Company, has offered himself for reappointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing AGM of your Company. Sh. Hardev Singh, Director (Technical), has given required declaration under Companies Act, 2013. The Board recommends the re-appointment of Mr. Hardev Singh, as Director for your approval.

The Board on the recommendation of Nomination and Remuneration Committee has recommended the proposals for re-appointment of Mr. Vinod Kumar Kathuria, (DIN No. 06662559) as Independent Director

and appointment of Mr. Deepak Kumar Kakkar, (DIN No. 07977188) and Mr. Vibhor Kappor (DIN No. 10335970) as Independent Director for a period effective from 01.10.2025 to 30.09.2030 for approval by the shareholders through special resolution(s) at the forthcoming Annual General Meeting. Brief resume of the Director who is proposed to be appointed/ reappointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting. The Board confirms that independent directors appointed / re-appointed during the year possess the desired integrity, expertise and experience. They are also Independent of the management. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Cessation

Mr. Avinash Chander Ahuja (DIN No. 00327032), Independent Director and Mr. Dinesh Chand Sharma (DIN No. 02460345), Independent Director, ceased to be Director of the Company w.e.f October 01, 2024 on account of their retirement on completion of their second term of five years. The Board places on record their deep appreciation for valuable services and guidance provided by the outgoing Directors, during their tenure of Directorship.

Declaration from Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirmed that they are not debarred from holding the office of Directors by virtue of any order of passed by SEBI or any such authority.

Evaluation

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board is required to carry out the annual performance evaluation of the Board of Directors as a whole. Committees of the Board and Individual Directors. Your Company understands the requirements of an effective

Board Evaluation process and accordingly conducts the Performance Evaluation in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board.

iii. Individual Directors includingthe Chairperson of the Board of Directors.

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) 2015 and the Guidance Note on Board Evaluation issued by SEBI, your Company has carried out a Performance Evaluation process internally for the Board/Committees of the Board/ individual directors including the Chairperson of the Board of Directors for the financial year ended March 31,2025.

The Board on the recommen dation of Nomination & Remuneration Committee has adopted the Remuneration and Evaluation Policy for selection, appointment and remuneration of Directors and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a director and other matters as required by the Companies Act, 2013. Necessary diversity in the board was ensured. Detailed policy is available at Companys website https:// www. satiagroup.com.

The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessment was to ascertain if the Directors actively participate in the Board/Committee Meetings and contribute to achieve the common business goals of the Company. The Board was of the opinion that the directors and Board collectively stand the highest level of integrity and all members of the Board had specified skill set and experience required for the Company.

Familiarisation Programme

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) 2015, the Company has worked out a Familiarisation Programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature

of Industry in which the Company operates, business model of the Company etc. Through the Familiarisation Programme, the Company apprises the independent directors about the business model, corporate strategy, business plans, finance human resources, technology, quality, facilities, risk management strategy, governance policies and operations of the Company. Details of Familiarisation Programme of Independent Directors with the Company are available on the website of the Company .

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, The Key Managerial Personnel of the Company as on March 31,2025 are:-

(DrAjaySatia)

Chief Executive Officer,

Chairman cum Managing Director,

(Sh Rachit Nagpal)

GM(Finance)-CFO

(Sh Rakesh Kumar Dhuria)

Company Secretary and Compliance Officer.

Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

?€? Audit Committee of Directors

?€? Nomination and Remuneration Committee (NRC)

?€? Stakeholders Relationship Committee

?€? Corporate Social Responsibility Committee

?€? Risk Management Committee

The details with respect to the composition, terms of reference, number of meetings held by the aforesaid Committees are given in the "Corporate Governance

50

Saiin hultistriei IJmiled

Report" of the Company which is presented in a separate section and forms a part of the Annual Report of the Company. During the year under review, a separate meeting of the Independent Directors was held on 11th February, 2025, with no participation of Non- Independent Directors or the Management of the Company. The Independent Directors had discussed and reviewed the performance of the Non-Independent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

In terms of the Listing Regulations, all Directors and senior management personnel have affirmed compliance with their respective codes. The CEO & Managing Director has also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

Remuneration Policy

In compliance with Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations, on the recommendations of the Nomination and Remuneration Committee (NRC), the Board formulated Policy relating to the remuneration of Directors, key managerial personnel and other employees. The Policy includes criteria for deterining qualifications, positive attributes and independence of Directors and other matters. It broadly lays down the philosophy , guiding principles and basis for recommending payment of remuneration to the Executive and Non-Executive Directors. The role of the NRC is disclosed in the Corporate Governance Report, which forms part of the Annual Report in compliance with proviso to Section 178(4) of the Act. The Remuneration Policy is available at Company web site at . com/Company Policies and also annexed and also placed with the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Number of meetings of the Board

Four meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

Director Responsibility Statement

Pursuant to requirement of 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 along with proper explanation relating to material departures.

(b) the Directors had 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 profit or loss of the company for the period.

(c) the Directors had 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, the Directors had prepared the annual accountson a going concern basis.

(d) the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(e) the Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such system was adequate and operating effectively.

Audit Reports and Auditors

The Auditors Report for the year 31.03.2025 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statementin this Annual Report.

Statutory Auditors:

In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder M/s. N. Kumar Chhabra & Co., Chartered Accountants, Chandigarh (Firm Registration No. 000837N with ICAI), were appointed as Statutory Auditors of the Company at the 42nd Annual General Meeting of the Company held on 30.09.2023 and were appointed as Statutory Auditors of the Company for the next four years viz. Financial Year 2022-23 to 2026-27.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended March 31, 2025. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. S. Parnami & Associates, a firm of Company Secretaries in practice. Peer Reviewed Firm of Company Secretaries in Practice (Membership Number F9396 ) as Secretarial Auditors of the Company for a term of 5(Five) consecutive years to hold office from financial year 2025-26 to financial year 2029-30, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s. S. Parnami & Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM. M/s. S. Parnami & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made)would be within the prescribed limits under the Act & Rules made thereunder and SEBI (LODR) Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report The Company has filed the Secretarial Compliance Report, issued by M/s S. Parnami & Associates, Company Secretaries as on March 31,2025 on both the Stock Exchanges of the Company pursuant to Regulation 24A of the Listing Regulations. The secretarial auditors report has no qualifications for the financial year 2024-25.

As required by Schedule V of the Listing Regulations, the Auditors Certificate on Corporate Governance received from M/s S. Parnami & Associates is annexed to the Report on Corporate Governance forming part of the Annual Report.

Internal Auditors

During the year under review M/s S S Kothari Mehta & Co., Chartered Accountants New Delhi was appointed and carried out the internal audit and submitted their report.

Cost Audit

Pursuant to the provisions of the Companies Act, 2013 M/s HMVN & Associates, Cost Accountants, Delhi has conducted the cost audit of the Company. As recommended by the Audit Committee and the Board of Directors at their respective meetings held on 09.08.2024 appointed M/s HMVN & Associates, Cost Accountants, as Cost Auditor to conduct cost audit for the year ended March 31, 2025, pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s HMVN & Associates, Cost Accountants, confirmed that they are free from disqualifications as specified under Section 141 read with Sections 139 and 148 of the Act, held a valid certificate of practice and that their appointment met the requirements of Sections 141(3)(g) and 148 of the Act. M/S HMVN & Associates, Cost Accountants, Delhi also confirmed that they are independent, maintained an arms length relationship with the Company and that no orders or proceedings are pending against them relating to professional matters of conduct before the institute of Cost Accountants of India or any competent authority /court. The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

Your Company has adopted Indian Accounting Stand ards (IND AS). The Financial Statement for the year ended March 31, 2025 have been prepared in accordance with (IND AS) notified under the Companies (Indian Accounting Standards) Rules, as amended by the Companies (Indian Accounting Standard) Rules, 2018 read with Section 133 and other applicable pro- visionsof the Companies Act, 2013.

Instances of Fraud, if any Reported by the Auditors. During the year under review, the Statutory Auditors has not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

Related Party Transaction:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of 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.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval. The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act,2013, the rules there under and Listing Regulations. This Policy as considered and approved by the Board has been uploaded on the website of the Company at .

Since there were no contracts/ arrangements / transactions with were not at arms length basis or material with related party during the year, disclosure in from AOC-2 is not applicable.

Subsidiary Companies

The Company does not have any subsidiary.

Vigil mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the Company at . satiagroup. com/Company Policies

Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as of March 31, 2024 in Form MGT- 7 is available on the website of the Company www. Satiagroup.com/lnvestors.

Secretarial Standards

Applicable Secretarial Standards, i.e. SS-1, SS-2 and SS- 3, relating to Meeting of the Board of Directors General Meetings and Dividend respectively, have been duly followed by the Company.

Particulars of Employees

Information as required under Section 197 read with rule 5 of the (Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure-I and forms an integrated part of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Out go

The Particulars as prescribed under section 134(3) (m) ofthe Companies Act, 2013 read with rule 8 (3) of the Company (Accounts) Rules 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as Annexure-ll

Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Corporate Governance, Management Discussion & Analysis and Business responsibility and sustainability Report.

As per Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon and the Management Discussion and Analysis are attached, which forms part of this Annual Report. Pursuant to Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and sustainability initiatives taken from an environmental, social and governance perspective in the prescribed format is attached as a separate section of this Annual Report.

Sustainability

Corporate Social Responsibility Initiatives

The Company has always recognized its social responsibility as an integral and critical part of its value system and carried out Need Assessment Study to fulfil the requirements of its social responsibility under CSR Programs and based on that assessment of demand, the management has approved CSR program and Expenditure on CSR and will be reviewed in each year depending on the profitability of the Company. Your Company continued the social development schemes initiated in previous years. These projects covered the broad thematic areas of promotion of Education, Medical Aid, Livelihood, Eradication of Poverty, Support, Orphans, Women, Blind and that are

in compliant with Companies Act 2013. The Company has spent the entire required amount of the current year ended 31.03.2025 under the CSR and nothing is outstanding as unspent.

Satia Industries Ltd.s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website at . satiagroup.com For other details regarding the CSR Committee, please refer to Annexure IV on Corporate Governance Report, which is a part of this report.

Safety, Health and Environment

The safety of all employees and associates has always been an area of priority for our Company. The Company has constituted a Safety and Securities Committee and the Committee meet in each month to discuss all safety issues and take the decision relating to resolving the same. The minutes of the safety and securities committee meetings and action taken report are also placed before the Audit Committee Meeting for their review and further instruction, if any required relating to pending matters. The Company also conduct the Fire Evacuation Drill regularly. The safety and Training & awareness sessions were conducted periodically on Fire Safety in emergency situation and on usage of the fire saving equipment. Safety standards are maintained across all locations. Regular deep cleaning of the office premises and checks were done to ensure safety of the employees. During ongoing Pandemic, Health and wellbeing of the employees had become a major- priority for the Company. Innovative and effective means were developed to engage with the employees during these tough times. Health and wellness awareness sessions were also conducted for employees. The connect meetings gave opportunities to employees to express themselves and get solutions to their work matters. It also motivated people to stay committed toward the organizations goals and values.

Business Responsibility and Sustainability Report (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Companys performance on Environment, Social and Governance parameters for FY25, is annexed as

Annexure-lll is part of this Integrated Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA. Cross referencing is provided in relevant sections of Integrated Report with suitable references to the BRSR.

Changes in the Nature of Business

There was no change in the nature of business

Material Changes

There are no material changes or commitments affecting the financial Position of the company have occurred during the year under consideration, or after clousre of the financial year till the date of this report .Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation.

To empower women and protect women against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, a policy for prevention of sexual harassment had been made and Internal Complaints Committee had been set up. This policy allows employees to report sexual harassment at the work place. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process. There were no complaints/cases reported with internal complaints committee formed under the POSH Act.

Details of significant and Material orders passes by the Regulators or courts or tribunals impacting the going concern status and companys operations in future

There were no significant and material orders passed by the regulators or courts or tribunals

Report on Corporate Governance

Your Company is committed to best practices in the area of Corporate Governance. Good Governance facilitate effective management and control of business, maintaining a high level of business ethics

and optimizing the value for all stakeholders.

Corporate Governance Structure in the Company assigns responsibilities and entrusts authority among different participants in the organization viz the Board of Directors, the senior Management and Employee etc.

Management Discussion and Analysis Report.

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report.

Acknowledgement

The Directors thanks the Companys Bankers, Employees, Customers, Vendors, Investors and for their continuous support. The Directors also thank the Government of India, Government of Various States in India and concerned Government departments and agencies for their co-operation

(Dr Ajay Satia) Chairman Cum Managing Director

(R.K.Bhandari) Joint Managing Director

Place: Chandigarh Date: 11.08.2025

54

Saiin hultistriei IJmiled

Annexure-I

Information required pursuant to Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished hereunder:

A) Ratio of the remuneration of each Director and KMP to the median remuneration of the Employees of the Company for the financial year 2024-25: ?€?

Sr. No.	Name of Director / KMP	Designation	Ratio of remuneration of each Director and KMP to the median remuneration	Percentage increase in Remuneration
1	Dr. Ajay Satia	Chairman and MD	208.64	(43.33%)
2	Mr. R.K. Bhandari	Joint MD	54.78	36.52%
3	Mr. Chirag Satia	Executive Director	128.24	(57.92%)
4	Mr. Hardev Singh	Executive Director	22.55	32.63%
5	Mr. Inder Dev Singh	Independent Director	0.88	0%
6	Mr. Rajeev Kumar	Independent Director	0.37	0%
7	Mr. Vinod Kumar kathuria	Independent Director	0.47	0%
8	Mr. Ajay Vyas	Independent Director	0.69	0%
9	Dr. Priti Lai Shivhare	Independent Director	0.47	0%
10	Mr. Ashok Kumar Gupta	Independent Director	0.54	0%
11	Mr. Rachit Nagpal	CFO	11.39	8.29%
12	Mr. Rakesh Kumar Dhuria	Company Secretary	9.28	9.61%

Notes: Independent Directors are only paid Sitting fees and commission, if applicable.

?€? The percentage increase in the median remuneration of Employees for the financial year was 21%.

?€? The Company has 2666 permanent employees on the rolls of Company as on 31st March, 2025.

?€? Average increase made in the salaries of employees other than the managerial personnel in the financial year was 8%. Increase every year is an outcome of Companys market competitiveness as against its peer group companies as well as financial performance, the increase this year reflects the market practice and sound financial management. The increase in managerial remuneration aligns with the recommendations of the Nomination and Remuneration Committee and has been duly approved by the Board.

?€? It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

B) Particulars of Top Ten (10) Employees in terms of Remuneration Drawn:

Name of Employee	Designation	Qualification	Date of Commencement of employment	Experience (Yrj)	Age	R5. In Lacs Annual Salary	Last Employment	%-age of equity shares held by the employee in the company	Whether Relative of any Director or Manager of the Company
Manav Sarin	Vice President [Sales]	MBA	04.04.2011	33.5	51.10	41.80	Rama Newspint & Paper Ltd.		No
Venkuma hanthi Srinivasa Rao	Sr. G.M.	B. Tech Mech., MBA- Operatio ns Mgmt.	31.12.2014	19.2	39.10	35.80	Concept Technolog ies		No
Parveen Kumar	Sr. G.M.	DIP. In Elect. Engg.	12.12.1997	34.5	52.03	28.85	Punjab Concast Steels		No
Sanjay Jain	Sr. G.M.	DIP Elect. Engg.	15.10.2014	32.7	31.07	28.60	Rainbow Papers Ltd.		No
Rakesh Kumar Malhotra	General Manager	B. Tech Chemical	04.04.2025	38.5	59.0	28.20	Sirpur Paper Mill Ltd. Group		No
Pankaj Kumar Jain	Sr. G.M.	B.EE&I	07.09.2022	26.9	52.06	28.18	PRESPL		No
S. Madhukar Rao	Sr. G.M.	B.SC.	01.07.2021	40	63.0	28.12	Murli Agro	0.0001	No
Vinay Kumar	General Manager	MBA	24.09.2015	31	58.0	27.60	K.K. Papers		No
Rachit Nagpal	General Manager	C.A.	22.08.2017	10.9	36.00	27.60	Genpact India Pvt. Ltd.	0.0001	No
Ashutosh Shukla	AVP	MBA	06.12.2011	25.4	48.00	26.43	Khanna Paper Mill Ltd.	0.00034	No

Employed throughout the year and were in receipt of remuneration at the rate of not less than Rs. 1,02,00,000 per annum.

Name of Employee	Designation	Qualification	Date of Commencement ofemploymcnt	Experience (Yrs)	Age	Rs. In Lacs Annual Salary	Last Employment	%-age of equity shares held by the employee In the company	Whether Relative of any Director or Manager of the Company
Dr. Ajay Satia	Chairman and MD	MBBS	26-11-1980	45	71	552.91	-	23.03%	Dr. Ajay Satia and Sh Chirag Satia are related as Father Son
Sh Chirag Satia	Executive Director	CA Inter	13-02-2015	10	33	339.84	-	6.96%
Sh R.K. Bhandari	Joint MD	MBA	27-10-1994	41	67	145.17	-	-	No

Notes: None of the Employee was employed for a part of the financial year and separated, who were in receipt of remuneration at the rate of not less than Rs. 8,50,000/- per month.

Place: Chandigarh Date: 11.08.2025

(Dr Ajay Satia) Chairman Cum Managing Director

(R.K.Bhandari) Joint Managing Director

Annexurell

INFORMATION UNDER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OF THE REPORT OF THE BOARD OF DIRECTORS.

I. Conservation of Energy

1. Installation of VFDs in Boiler Pulp mill & CRP & Utility for energy conservation

2.0ld lights replaced & installed LED energy efficient lights in plant at PMCs & Pulp mill areas.

3. IE3 premium energy efficient motors installation at Pulp mill & Machine area

4. Thermal insulation repairing done on steam lines, condensate lines.

5. Energy efficient & latest technology Turbo blower installed on aeration tank ATI.

III.FOREIGN EXCHANGE EARNINGS AND OUT GO:

Expenditure for the year ended 31st March, 2025 is as under

(Rs.)

(Dr Ajay Satia) Chairman Cum Managing Director

(R.K.Bhandari) Joint Managing Director

Place: Chandigarh Date: 11.08.2025

6. Air lines replace and modify for increasing air system efficiency.

il. Technological Absorption & Upgradation

1. A 4-ream wrap, boxing and palletizer automation completed for quality & production enhancing.

2. PCC Slurry plant installation Wood chipper installation for better efficiency & in house capacity increa- sing/cost saving.

3. AKD plant in house installation for chemical system efficiency increasing in India and concerned Government departments and agencies for their co-operation

Earning in Foreign currency	37,75,31,469
CIF Value of Imports	(Rs.)
Waste Paper	19,62,72,010
Pulp	46,06,09,854
Machinery- Spares & Capital Goods	57,70,39,627
Interest	2,95,62,670
Legal, Technical Fees, Repair & Other fees	3,79,06,055
Total Expenditure	1,30,13,90,216

Salient Features of Nomination and Remuneration Policy

Introduction

This Policy is framed in accordance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It aims to ensure fair and equitable remuneration to Directors, Key Managerial Personnel (KMP), Senior Management, and employees, aligning human resource strategies with organizational goals.

Objectives

The primary objective of the Policy is to attract, retain and motivate employees by establishing a high performance culture within the Company. The remuneration system is structured to reflect the commitment to leadership and trust. The Company ensures that salaries and perks offered are competitive with industry standards and subject to periodic reviews based on individual performance, potential, and contribution to the organization. It also aims to ensure full compliance with statutory and tax regulations. To achieve these objectives, the Company engages in ongoing activities such as conducting salary surveys, reviewing performance appraisal systems, implementing incentive schemes, and offering regular skill development opportunities

Functions of Committee

The Committee is responsible for formulating criteria for the appointment, remuneration, and evaluation of Directors and senior personnel. It evaluates the performance of Independent Directors and the Board, devises Board diversity policies, and recommends appointments and removals. It also reviews human resource policies, approves compensation structures, including for Executive Directors, and oversees ESOP schemes. Additionally, the Committee ensures succession planning for the Board and Senior Management, monitors industry compensation trends, and performs other specified duties under applicable laws.

Appointment & Removal Criteria

While recommending the candidates for appointment as Directors, the Committee considers their qualifications, professional experience, personal attributes such as integrity, strategic thinking, and leadership capability. Independent Directors must fulfill all statutory criteria. The candidate should not be disqualified under applicable laws, and their

appointment should be based on a fair assessment. Directors Remuneration

Remuneration for Executive Directors is fixed and may include commissions, subject to applicable laws and periodic reviews. For Non-Executive Directors, the Committee recommends appropriate fees and commissions based on time commitment, expertise, industry benchmarks, and strategic contributions. The remuneration structure is aligned with market trends and company performance to ensure fairness and competitiveness.

Performance Evaluation

Performance evaluations are conducted annually and encompass all Directors, including Executive, Non- Executive, and Independent Directors, the Board as a whole, its committees, and the Chairman. The Nomination and Remuneration Committee conducts these evaluations and shares the results with the Board. Independent Directors are also evaluated by the full Board (excluding the concerned director). Separate meetings of Independent Directors are held to review the performance of the Board, Non-Independent Directors, and the Chairman, with outcomes shared with the Board Chairman to support future planning and leadership development.

Board Diversity

The Committee ensures diversity in terms of skills, gender, ethnicity, background, and experience to promote varied perspectives and inclusive decisionmaking.

KMP & Senior Management

Eligibility for KMP and Senior Management roles is determined based on specific qualifications, experience, and alignment with role expectations. Remuneration structures are designed to attract and retain capable individuals and consist of fixed pay and performance-linked incentives. Compensation is periodically reviewed to reflect individual contributions and businessgoals.

Succession planning

Succession planning involves regular assessments of potential vacancies due to retirement or attrition. Internal or external talent pools are evaluated to ensure continuity. The HR department plays a central role in identifying future leaders, using internal evaluations and, if necessary, external search agencies. The Company emphasizes mentorship, job rotation.

and developmental initiatives to prepare future successors and ensure leadership readiness.

Amendments

The NRC shall periodically review the Policy and implement changes as required, including those mandated by changes in applicable regulatory pro-visions.Nomination and Remuneration Policy available on the Companys website with web linkhttps:// uploads /2025/ 06/ No-mination-and- Remuneration-Policy.pdf

(Dr. Ajay Satia) Chairman cum Managing Director

Date: 11.08.2025 Place: Chandigarh

(Sh R.K. Bhandari) Joint Managing Director