Shree Krishna Paper Mills & Industries Ltd Directors Report

To the Members,

The Directors are pleased to present herewith the 54^th Annual Report together with the Audited Financial Statements of your Company for the Financial Year (FY) ended March 31, 2026.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended on March 31, 2026 is summarised below:

(Rs. in Lakhs)

	2025-26	2024-25
Revenue from Operations	22,808.36	16,870.84
Other Income	178.86	124.80
Total Income	22,987.22	16,995.64
Profit before exceptional items & tax	452.43	194.84
Exceptional items	2,025.75	-
Profit before tax	2,478.18	194.84
Less: Tax expense	533.49	82.10
Profit for the year	1,944.69	112.74

During the year under review, the Company continued its journey to improve its operations. The revenue from operations was increased to Rs. 22,808.36 lakhs against

Rs. 16,870.84 lakhs in the last financial year. The Company has earned profit before exceptional items & tax of Rs. 452.43 lakhs against corresponding profit of Rs. 194.84 lakhs in the last year. In addition, the Company has also earned exceptional item income of Rs. 2,025.75 lakhs resulting total profit after tax of

Rs. 1,944.69 lakhs against corresponding profit of Rs. 112.74 lakhs in the last year. Your Directors are hopeful for the improved performance in the coming year.

DIVIDEND

To conserve the funds for operations of the Company, the Board does not recommend any dividend on equity shares for the financial year ending on March 31, 2026.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2026 was

Rs. 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 BSE Limited. The voluntary De-listing of equity shares of the Company from The Calcutta Stock Exchange Ltd. has been done w.e.f. April 2, 2025.

PUBLIC DEPOSITS

Your Company has not accepted any deposits during the year under review falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Further there are no outstanding deposits as on March 31, 2026.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Act read with rules thereto, the Annual Return of the Company for the financial year ended March 31,2026 is available on the website of the Company and can be accessed at https://skpmil.com/annual-report-annual-return/

DIRECTORS & KEY MANAGERIAL PERSONNEL

TheBoardofDirectors("Board")oftheCompanyisstrategically composed to ensure an optimal balance of Executive,

Non-Executive and Independent Directors, including an Independent Woman Director, in full compliance with the provisions of the Act and the SEBI Listing Regulations. The Board brings together diverse professional expertise, knowledge and experience, providing strategic guidance and oversight across all aspects of the Companys operations.

The Board of Directors is of the opinion that Independent Directors possess the necessary expertise, integrity, experience and proficiency.

During the year under review, Mrs. Yukti Gulati Chanana (DIN: 10729190) tendered her resignation as an Independent Director of the Company, with effect from close of business hours on August 05, 2025, 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 recommendations of the Nomination and Remuneration Committee (NRC) and pursuant to the provisions of the Act, the Board, at its meeting held on November 01,2025, appointed Mrs. Devika Ohri as an Additional Director in the category of Non-Executive Independent Director, for a term of five consecutive years commencing from November 1,2025 to October 31,2030 [both days inclusive], not liable to retire by rotation, in accordance with Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations. The Shareholders of the Company approved the appointment of Mrs. Devika Ohri as Non-Executive Independent Director by passing Special Resolution through Postal Ballot on January 15, 2026.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Narendra Kumar Pasari (DIN: 00101426), will retire by rotation at the 54^th Annual General Meeting and being eligible, has offered himself for re-appointment.

During the year under review, Shareholders have approved the appointment of Mr. Narendra Kumar Pasari (DIN: 00101426), as a Whole-time Director of the Company designated as "Executive Chairman" for a period of three years upto August 21, 2028. Further, approval from Shareholders was also obtained for re-designation of Mr. Naynesh Pasari (DIN: 00519612) as Managing Director of the Company in place of Whole-time Director for a period of his remaining term i.e. upto August 9 , 2026.

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 Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company as on March 31, 2026 are: Mr. Narendra Kumar Pasari (DIN: 00101426) Whole-time Director designated as "Executive Chairman", Mr. Naynesh Pasari (DIN: 00519612) Managing 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 Director is related to any other Director of the Company. Mr. Naynesh Pasari, Managing Director, is the son of Mr. Narendra Kumar Pasari, Whole-time Director designated as "Executive Chairman" 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 the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. They have also confirmed compliance with the provisions of Section 150 of Companies Act, 2013, read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to registration in the data bank of Independent Directors. Further, the Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties as Independent Directors of the Company.

BOARD EVALUATION

To comply with the provisions of Section 134 (3)(p) of the Act and the rules made thereunder, Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned

Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:

i) Audit Committee; ii) Nomination and Remuneration Committee; iii) Stakeholders Relationship Committee; and iv) Corporate Social Responsibility Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report. Board is responsible to monitor and review Directors evaluation framework.

Further, to comply with Regulation 25 (4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors and Board as a whole at a separate meeting of Independent Directors.

REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Companys Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at https:// skpmil.com/wp-content/uploads/2026/04/Nomination-and-Remuneration-Policy.pdf. 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.

BOARD AND COMMITTEES OF THE BOARD

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations. During the year under review, all recommendations of Audit, Nomination and Remuneration, Stakeholders Relationship Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy of the Company is available on the website of the Company and can be accessed at https://skpmil.com/wp-content/uploads/2026/04/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 2025-26 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 the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief, confirm that:

i) in the preparation of the annual accounts for the financial year ended on March 31,2026, the applicable accounting standards have been followed alongwith proper explanation relating to material departure, if any;

ii) such accounting policies have been selected and applied consistently and judgment and estimates have been made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v) proper internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and were operating effectively; and

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and are 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.

RISK MANAGEMENT

Risk management is integral to the Company and is fundamental to ensuring sustained profitability, capital protection, operational resilience and long-term stability. Your Directors continuously evaluate the risks faced by the Company which could affect its business operations or threaten its existence. The Company takes appropriate risk containment measures and manages the same on an ongoing basis.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and independently by the Internal Auditors. In our view, the Internal Financial Controls affecting the financial statements are adequate and are operating effectively.

CURRENT OUTLOOK

The outlook for Indias paper industry remains highly promising supported by a growing population, rapid urbanisation and rising income. Indias pulp and paper market is growing fast, driven by the shift to eco-friendly products and rising demand for paper based packaging. Government bans on single-use plastics have boosted the use of paper in packaging for food, retail, and e-commerce. At the same time higher literacy rate and urban growth are increasing the need for papers. The industry is investing in new technologies to improve efficiency and reduce pollution. Indias overall economic growth is a key factor influencing the paper industrys expansion. With low per-person paper use compared to global levels, India has a lot of room to grow. The market is set to expand further, becoming more modern, sustainable and competitive globally.

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

The Information as required to be given under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure-B, which forms part of this Boards Report.

AUDITORS AND AUDITORS REPORT

i) Statutory Auditors

The Member of the Company in their 52^nd Annual General Meeting (AGM) held on September 30, 2024, had appointed M/s. Ashwani Garg & Associates, Chartered Accountants, [Firm Registration No. 019179N] as Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years till the conclusion of the 57^th AGM to be held in calendar year 2029.

The Statutory Auditors Report for the financial year 2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimers. 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 details relating to fees paid to the Statutory Auditors are given in the Notes of the Financial Statements.

ii) Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company has maintained proper cost accounts and records.

The Board, based on the recommendation of the 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, 2026. 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, 2026, was ratified by Members, by passing an ordinary resolution at the 53^rd AGM held on September 29, 2025.

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, 2025 and the same was filed under XBRL mode within the stipulated time period. Cost Audit Report for the year ending March 31, 2026 shall be filed within due date.

TheBoardofDirectorsoftheCompany,ontherecommendation of the Audit Committee, has 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 2026-27 and has recommended the ratification of the remuneration payable to the Cost Auditor by the Members at the ensuing Annual General Meeting.

iii) Secretarial Auditors

The Shareholders of the Company in their 53^rd AGM held on September 29, 2025 appointed 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 commencing from financial year 2025-26 to financial year 2029- 30. They have also confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

The Secretarial Audit Report for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remark and is attached to this report as Annexure-C.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report for the financial year 2025-26 from M/s. BLAK & Co., Company Secretaries and the same was submitted to the Stock Exchange within the prescribed timelines.

iv) Internal Auditors

Pursuant to the provisions of Section 138 of the Act and Rules made thereunder, the Board of Directors of the Company has appointed M/s. GAMS & Associates LLP., Chartered Accountants as the Internal Auditors of the Company for the financial year 2025-26. The Internal Auditors have confirmed that they are not disqualified from being appointed as the Internal Auditors of the Company and satisfy the prescribed eligibility criteria.

There have been no instances of fraud reported by the Statutory Auditors, Secretarial Auditors, Cost Auditors & Internal Auditors to the Audit Committee under Section 143(12) of the Act.

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 the Company are provided in the notes to the financial statements in this Annual Report.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and are on an arms length basis. All the related party transactions are quarterly reviewed by the Audit Committee. None of the transactions with any of the related parties were in conflict with the interest of the Company.

During the period under review, there were no material related party transactions and accordingly, the declaration in Form AOC-2 under Section 134(3) (h) of the Companies Act, 2013 is not applicable.

In line with the requirements of the Companies Act,2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Companys website at https://skpmil.com/wp-content/uploads/2026/04/Related-Party-Transaction-Policy.pdf.

Details of related party transactions entered into by the Company, in terms of Indian Accounting Standard 24 (Ind AS-24), have been disclosed in the notes to the financial statements forming part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism and Whistle Blower Policy in place in accordance with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The Policy provides a framework to the Directors and employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/dealings within the Company. The Company endeavours to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is affirmed that no personnel of the Company have been denied access to the Audit Committee and no case was reported under the Policy during the year. The said policy is also available on the website of the Company at https:// skpmil.com/wp-content/uploads/2026/04/whistle-blower-policy.pdf.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance and a Certificate by the Statutory Auditor of the Company confirming compliance of the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (LODR) Regulations,2015 are provided in a separate section and forms a part of the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the financial year 2025-26, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations, forms part of the Annual Report.

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

Your Company upholds a zero-tolerance approach to sexual harassment at the workplace. To comply with the provisions of Section 134 of the Act and Rules made thereunder, your Company has formulated a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace alongwith constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same are available on website of the Company at https://skpmil.com/ wp-content/uploads/2026/04/PREVENTION-OF-SEXUAL-HARASSMENT-POLICY.pdf

During the year under review, no complaint was received, disposed off and pending for more than 90(ninety) days under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has complied with all the applicable provisions relating to the Maternity Benefit Act, 1961.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (Including any statutory modification(s) or re-enactment(s) for the time being in force). The information required pursuant to Section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of the Directors/Employees of the Company is set out in Annexure-D to this report.

CREDIT RATING

As per Banks existing guidelines, external credit rating is not compulsory if the credit exposure is below Rs. 50 Crores. Since our total credit exposure is below Rs. 50 Crores, external credit rating is not required in our case.

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 or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

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

5. No application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

6. 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 the Investor Education and Protection Fund.

10. No material changes and commitments have occurred after the closure of the financial year till the date of this Report which would affect the financial position of the Company except the following :

After the close of financial year, the Company has entered into a power purchase agreement with M/s. Ratan Green Projects One Private Limited (RGPOPL) to procure 8.5 MW(AC) solar power through group captive open access mechanism in the State of Rajasthan and paid first tranche amount of Rs. 93.00 lakhs towards equity subscription of 26.21% of presently paid up capital of M/s. Ratan Green Projects One Private Limited (RGPOPL). This initiative will support Companys ongoing commitment to sustainability and renewable energy.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank all the stakeholders of the Company for their continued support and place on record their sincere gratitude to the shareholders, customers, bankers, government agencies and supply chain partners for their co-operation and support in the Companys endeavours to achieve continuous growth and progress and look forward to their support in future. The Board of Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels and applaud them for their dedication and commitment towards the Company.

For and on behalf of the Board of Directors of

Shree Krishna Paper Mills & Industries Ltd.

Naynesh Pasari Dev Kishan Chanda

Managing Director Director DIN: 00519612 DIN: 00407123

Place : New Delhi Date : May 29, 2026