Shree Krishna Paper Mills & Industries Ltd Directors Report

To the Members,

The Directors are pleased to present herewith the 53^rd Annual Report together with the Audited Financial Statements of your Company for the Financial Year (FY) ended March 31,2025.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended on March 31,2025 is summarised below:

C in lakhs)

	2024-25	2023-24
Revenue from Operations	16,870.84	14,435.22
Other Income	124.80	108.35
Total Income	16,995.64	14543.57
Profit before exceptional items & tax	194.84	65.36
Exceptional items	-	(0.98)
Profit before tax	194.84	64.38
Less: Tax expense	82.10	26.34
Profit for the year	112.74	38.04
Other Comprehensive Income	61.94	0.16
Total Comprehensive Income	174.68	38.20

During the year under review, the revenue from operations was increased to 16,870.84 lakhs against 14,435.22 lakhs in the last financial year. The Company has earned profit before exceptional items & tax of 194.84 lakhs against corresponding profit of 65.36 lakhs in the last year. Net profit after tax has been increased to 112.74 lakhs against corresponding profit of 38.04 lakhs in the last year. During the year under review, the Company has improved its performance and your Directors are hopeful for the improved performance in the coming year.

DIVIDEND

In l ine with the objective of conserving financial resources and strengthening the long-term value for stakeholders, the Board of Directors has deemed it prudent not to recommend any dividend on equity shares for the financial year ended March 31, 2025. This decision has been taken after careful consideration of the Companys current financial position, future investment plans, and overall business strategy.

The debts of the Company were re-structured under CDR mechanism in 2009 and as per restructuring package, 4% cumulative redeemable preference shares were issued to all lenders i.e. Bank of India, Dena Bank (now Bank of Baroda), Andhra Bank (now Union Bank of India) and Catholic Syrian Bank. Since, dividend on 4% cumulative redeemable preference shares was to be paid compulsorily to the bankers

as part of the CDR package, during the financial year 2024-25 the Company has paid such dividend of 145.75 lakhs which was duly passed by the Shareholders in the last AGM held on September, 30, 2024.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31,2025 was 1,352.17 lakhs. During the year under review, the Company has neither issued any shares through differential voting rights nor issued any sweat equity shares and equity shares under Employees Stock Option Scheme.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange. Further, voluntary De-listing of equity shares of the Company from The Calcutta Stock Exchange has been done w.e.f. April 2, 2025.

PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Further there are no outstanding deposits as on March 31,2025.

EXTRACT OF ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 134 (3) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 31^st March, 2025 is available on the website of the Company at https://skpmil.com/annual-report-annual- return/

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31,2025, the Companys Board comprised of Six Directors out of which two are Executive Directors, three Independent Directors and one Non-Executive NonIndependent Director. The Composition of the Board is in conformity with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations.

During the year under review, Mrs. Shikha Singhal (DIN: 03030671) tendered her resignation as an Independent Director of the Company, with effect from close of business hours on August 13, 2024, citing her pre-occupation and other personal commitments. The Board has placed on record sincere appreciation and gratitude for contributions made by her during her tenure as a director.

Based on the recommendation of the Nomination and Remuneration Committee and the Board, Shareholders of the Company at its Annual General Meeting held on September 30, 2024 approved appointment of Mrs. Yukti Gulati Chanana (DIN: 10729190) as an Independent Director of the Company for the first term of 5 (Five) consecutive years w.e.f. August 13, 2024 upto August 12, 2029 in accordance with the provisions of Section 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any.

Further, based on the recommendation of the Nomination and Remuneration Committee and the Board, Shareholders of the Company through special resolution passed by postal ballot dated February 13, 2025 approved appointment of Mr. Ashish Sharma (DIN: 10936900) and Mr. Harish Kumar (DIN: 10936893), as an Independent Directors for a period of 5 years w.e.f. March 25, 2025 till March 24, 2030.

During the year, Mr. Lal Chand Sharma (DIN:00196158) and Mr. Prakash Narayan Singh (DIN:00076392) have completed their second consecutive term as Independent Directors of the Company and consequently, ceased to be the Independent Directors of the Company w.e.f. closing of business hours on March 26, 2025.

Pursuant to the provisions of Section 1 52 of the Companies Act, 201 3 and the Articles of Association of the Company, Mr. Dev Kishan Chanda (DIN: 00407123), will retire by rotation at the 53 ^rd Annual General Meeting and being eligible, has offered himself for re-appointment.

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, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Managerial Personnel of the Company as on March 31,2025 are: Mr. Narendra Kumar Pasari (DIN: 00101426) Managing Director, Mr. Naynesh Pasari (DIN: 00519612), Whole-Time Director (designated as Executive Director), Mr. Sanjiv Kumar Agarwal, Chief Financial Officer and Mrs. Ritika Priyam who acts as Company Secretary & Compliance Officer of the Company.

Except Mr. Narendra Kumar Pasari and Mr. Naynesh Pasari, none of the Directors is related to any other Director of the Company. Mr. Naynesh Pasari, Executive Director, is the son of Mr. Narendra Kumar Pasari, Managing Director of the Company.

The information on the particulars of Director eligible for appointment in terms of Regulation 36(3) of SEBI (LODR) Regulations has been provided in the notes to the notice convening the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. They have also confirmed about their registration with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company undertook an annual evaluation of the performance of the Board, its Committees and all the individual Directors. The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as

the composition of Committees, effectiveness of Committee meetings, etc.

The performance evaluation of the Independent Directors was carried out by the whole Board. In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated.

REMUNERATION POLICY

To comply with the provisions of Section 1 78 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, based on the recommendations of the Nomination and Remuneration Committee (NRC), the Company has formulated a Nomination and Remuneration Policy for selection, appointment, and remuneration of Directors, Key Managerial Personnel, and Senior Management Personnel. The Policy includes, inter- alia, the criteria for determining qualifications, positive attributes, independence of a Director, appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

The Companys Policy is available on the Companys website at https://skpmil.com/wp-content/uploads/2025/07/ Nomination-and-Remuneration-Policy.pdf

COMMITTEES OF THE BOARD

The Board Committee(s) are essential for effective corporate governance, providing focussed oversight and specialized expertise in key areas. They enhance the Boards efficiency by allowing focussed discussions and in-depth analysis on specific topics, such as finance, audit, governance, and risk management. This division of responsibilities ensures thorough oversight, informed decision-making, and strategic focus, ultimately strengthening Companys overall Governance Framework.

The details on the composition of the Board and its Committees, governance of committees including its terms of reference, number of committee meetings held during the financial year 2024-25, and attendance of the members, are provided in the Report of Corporate Governance forming part of this Annual Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company are in line with the provisions of the Act and the Listing Regulations.

MEETINGS OF THE BOARD

During the financial year under review, 12 (Twelve) meetings of the Board of Directors were convened and held. The intervening gap between any two consecutive meetings was within the time limit prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations. The details of the meetings and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report,

which forms a part of this Report. The necessary quorum was present for all the meetings.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Ru I e s, 2014 , t h e C S R Po l i cy of t h e Co m pa n y i s available on the website of the Company and can be accessed at https://skpmil.com/wp-content/uploads/2025/07/ Corporate-Social-Responsibility-Policy.pdf The Company did not fall under the criteria as specified under Section 135 of the Companies Act, 2013 and accordingly, it was not required to comply with the provisions of Corporate Social Responsibility during the year under review.

Annual Report on CSR activities for the financial year 2024-25 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014 is attached to this report as Annexure - A.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Directors of the Company confirm that:

i) in the preparation of the annual accounts for the financial year ended on March 31,2025, the applicable accounting standards have been followed and there is no material departure from the same.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

iii) the Directors have taken proper and sufficient care for the 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;

iv) the Directors have prepared the annual accounts on a going concern basis;

v) 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; and

vi) 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.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/associate company within the meaning of the Act.

CORPORATE DEBT RESTRUCTURING

The debts of the Company were restructured under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1, 2009. After making payment of dividend on 4% cumulative redeemable preference shares during the financial year 202425, the CDR package was marked as closed by the bankers.

RISK MANAGEMENT

The Company is committed to achieve sustainable business growth, securing assets, protecting shareholder investments, ensure compliance with relevant laws and regulations and managing risks through effecting risk management systems and structures. The Company has established a comprehensive mechanism to identify, assess, monitor and mitigate various risks associated with its key business objectives. Periodic reviews help in identifying weaknesses which are promptly addressed to strengthen the system.

INTERNAL FINANCIAL CONTROLS

In the opinion of the Board, your Company has in place an adequate system of internal control commensurate with its size and nature of business. This system provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Internal Auditor also performs periodic audits in accordance with the pre-approved plan and audit findings along with management response are shared with the Audit Committee.

CURRENT OUTLOOK

Indias pulp and paper market is currently experiencing a significant transformation fuelled by a mix of economic, demographic and technological factors. The Indian paper industry is expected to see a period of recovery and growth driven by increasing demand for packaging and household paper products and a focus on sustainability. Despite the continued focus on digitization, Indias demand for paper is expected to rise in the coming years, primarily due to a sustained increase in thrust in rural education, growing ecommerce consumerism, increase in organized modern retailing, increasing use of documentation are expected to positively affect paper consumption and demand in India. Indias overall economic growth is a key factor influencing the paper industrys expansion. As the fastest-growing paper market worldwide, India is poised for significant expansion, aligning with the countrys economic growth.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached herewith as Annexure-B and forms part of this annual report

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. Radheshyam Sharma & Co., Chartered Accountants [Firm Registration No. 016172N] vide their letter dated August 13, 2024 have resigned from the position of Statutory Auditor of the Company, resulting into a casual vacancy in the office of Statutory Auditor of the Company as envisaged by section 139(8) of the Companies Act, 2013. Hence, in order to fill up the casual vacancy, the Company has appointed M/s. Ashwani Garg & Associates, Chartered Accountants, [Firm Registration No. 019179N] as Statutory Auditor of the Company in the Board Meeting convened on August 13, 2024. In terms of the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, appointment of Statutory Auditor in causal vacancy caused due to resignation of the existing Auditor, shall also be approved by the Company in a general meeting convened within three months of appointment/recommendation of the Board, and such Auditor shall hold office till the conclusion of the next Annual General Meeting (AGM).

Accordingly, on the recommendation of the Board of Directors, Shareholders in 52^nd AGM had approved the appointment of M/s. Ashwani Garg & Associates as Statutory Auditor of the Company to fill the casual vacancy till the conclusion of 52^nd AGM and appointment for a period of 5 years commencing from the conclusion of 52^nd AGM till the conclusion of the 57^th AGM to be held in calendar year 2029.

The Statutory Auditors Report for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remark. The observations made in the Auditors Report, read together with relevant notes thereon, are self-explanatory and hence do not call for any comments. The Auditor have not reported any fraud under Section 143(12) of the Companies Act,2013.

The details relating to fees paid to the Statutory Auditors are given in the Notes of the Financial Statements.

Cost Auditors

In terms of the provisions of Section 148 and all other applicable provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board has, on the recommendation of Audit Committee, approved the re-appointment of M/s. Vijender Sharma & Co., Cost Accountants, Delhi (Firm Registration No. 00180) as the Cost Auditors of the Company to conduct cost audits for the year ending March 31, 2025. M/s. Vijender Sharma & Co. have furnished a certificate of their eligibility and consent for appointment.

In compliance with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, remuneration payable to cost auditor for conducting cost audit for the year ended March 31,2025, was ratified by Members, by passing an ordinary resolution at the 52^nd AGM held on September 30, 2024.

The company has duly prepared and maintained the cost accounts and records as required under Section 148(1) of the Act.

There were no qualifications, reservations or adverse remarks made by Cost Auditors in their Cost Audit Report for the financial year ended on March 31, 2024 and the same was filed under XBRL mode within the stipulated time period. Cost Audit Report for the year ending March 31,2025 shall be filed within due date

The Board of Directors of the Company at its meeting held on May 30, 2025, on the recommendation of the Audit Committee, have approved the re-appointment of M/s. Vijender Sharma & Co., Cost Accountants, Delhi (Firm Registration No. 00180) as the Cost Auditor for the financial year 2025-26 and has recommended their remuneration to the Members for ratification at the ensuing AGM.

Secretarial Auditors

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. BLAK & Co., Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P2013UP092800) as Secretarial Auditors of the Company for a term of upto 5(Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 58^th (Fifty Eighth) AGM of the Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s. BLAK & Co, a firm of Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. BLAK & Co 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 2024-25 does not contain any qualification, reservation or adverse remark and is attached to this report as Annexure - C. Further, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

Secretarial Compliance Report

Annual Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. BLAK & Co., Practicing Company Secretaries and the same was submitted to the stock exchange within the prescribed time limit.

Internal Auditors

On the recommendation of the Audit Committee, the Company had appointed M/s. GAMS & Associates LLP., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-25. The Internal Audit Reports submitted by them were reviewed and considered by the Audit Committee and the Board of Directors.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE ACT

During the year, the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The earlier investments made by company are provided in the notes to the financial statements in this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on arms length basis. All the related party transactions are presented to the Audit Committee and the board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Details of transactions with related parties during the financial year 2024-25 are disclosed in the notes to the financial statements forming part of this Annual Report. The Company has no contracts or agreements with related parties as defined by Section 188(1) of the Companies Act, 2013. Therefore, the requirement to disclose related party transactions under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the financial year 2024- 25 and hence does

not form part of this report.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https://skpmil.com/wp- content/uploads/2025/07/Related-Party-T ransaction- Policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism/Whistle Blower Policy. The primary aim of this Policy is to offer a platform for Directors and Employees to raise issues related to financial irregularities, including fraud, misconduct, or unethical dealings within the Company, which could adversely affect the organization financially or in other ways. No individual is denied the opportunity to approach the Chairman of the Audit Committee. During the year under review, no complaint was received under the Vigil Mechanism/ Whistle Blower Policy. The said policy is also available on the website of the Company at https://skpmil.com/wp-content/uploads/2025/07/ Whistle-Blower-Policy.pdf

CORPORATE GOVERNANCE

The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholders value. The Company is in full compliance with the Corporate Governance requirements in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance and a certificate from the Statutory Auditor of the Company confirming compliance with the Corporate Governance requirements are attached and forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

It has been an endeavor of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them. The Company has in place a Policy and Guidelines for Prevention and Prohibition of Sexual Harassment at the Workplace in compliance with The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal)

Act, 2013. During the year under review, the Company had not received any complaints on sexual harassment. The said policy is also available on the website of the Company at https://skpmil.com/wp-content/uploads/2025/07/Prevention- of-sexual-harassment-policy.pdf

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The information required by Section 197(12) of the Act, together with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the remuneration and employees of the Company, is provided as Annexure-D to this Report.

CREDIT RATING

As per Banks existing guidelines, external credit rating is not compulsory if the credit exposure is below 50 Crores. Since our total credit exposure is below 50 crores, external credit rating is not required in our case also and accordingly, external credit rating was withdrawn in the last financial year.

OTHER DISCLOSURES

The Directors further state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

1. No amount has been or is proposed to be transferred to any reserves of the Company.

2. During the year under review, there was no change in the nature of business of the Company.

3. There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

4. There were no special resolution passed pursuant to the provisions of Section 67(3) of the Act and hence, no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

6. No application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016. During the year under review, your Company has not made any onetime settlement with any bank or financial institution.

7. There was no suspension of trading of securities of the Company on account of corporate action or otherwise.

8. There was no revision made in Financial Statements or the Boards Report of the Company.

9. During the year under review, no amount was required to be transferred to Investor Education and Protection Fund.

10. No material changes and commitments have occurred after the closure of the Financial Year 2024-25 till the date of this Report which would affect the financial position of our company.

ACKNOWLEDGEMENT

The Board has pleasure in recording its appreciation for the assistance, co-operation and support extended to the Company by the Government Authorities, Banks/Financial Institutions, and other Stakeholders, including members, customers, and suppliers, among others. The Company is grateful to all employees for their exemplary co-operation during the year. The Directors place on record their appreciation of the excellent effort made by every employee to enhance the companys performance.