Star Paper Mills Ltd Directors Report

Dear Shareholders,

The Board of Directors of the company is pleased to present the Directors Report together with Audited Financial Results of your company for the financial year 2024-25.

1. FINANCIAL HIGHLIGHTS

Audited financial results for the financial year ended on 31st March, 2025 are summarised below:

AUDITED FINANCIAL RESULTS

(Rs. in Crores)

Particulars	FY ended 31 st March, 2025	FY ended 31 st March, 2024
Profit before interest and depreciation	60.79	88.98
Interest and finance charges	0.96	0.84
Depreciation	6.39	5.44
Profit before Exceptional Items	53.44	82.70
Exceptional & non-recurring items	-	(1.80)
Profit before tax	53.44	80.90
Provision for Income Tax	12.30	16.90
Profit after tax (PAT)	41.14	64.00
Earning per share (EPS)- in Rupees	26.36	41.01

2. DIVIDEND & TRANSFER TO RESERVES

Considering the financial performance of the company for the financial year ended 31 st March, 2025 and the present position of the Industry, the Board of Directors is pleased to recommend a dividend of Rs. 3.50/- per equity share (35%) of Rs. 10/- each for the year ended 31 st March, 2025 subject to approval of the Shareholders at the ensuing Annual General Meeting.

The company has not transferred any amount of profits for the year to General Reserve.

3. STATE OF THE COMPANY AFFAIRS Review of performance for the year 2024-25:

There has been an upsurge in Imports at low prices from FTA areas which adversely impacted the domestic paper industry both in terms of domestic market share and product prices. At the same time, wood prices have been continuously increasing. These factors combined have led to lower margins.

Amid these challenges, your company reported a Profit after tax (PAT) of Rs. 41.14 Crores for the year 2024-25 as against Rs. 64.00 Crores for the previous financial year.

There have been no material changes and/or commitments affecting the financial position of the company since the close of financial year till date of this report. Further, there is no change in nature of business of the company during the year under review.

Expectations for the year 2025-26:

While the factors outlined above continue to play out in the current financial year, additional uncertainty has been injected in the global trade system by recent tariff changes in two major economies. It is as yet unclear how long this will prevail, what will be the final outcome and its impact if any on Global paper trade and Indian Industry. We expect Domestic demand to grow in step with the Countrys economy but Global factors will impinge on Paper Industrys performance.

4. ANNUAL- RETURN EXTRACTS

Pursuant to Section 134(3)(m) of the Companies Act, 2013, Annual Return in the prescribed format is available at https:// starpapers.com/pdf/ann_return_2025.pdf

5. BOARD MEETINGS/AUDIT COMMITTEE

a) During the financial year ended 31st March, 2025, five (5) meetings of the Board of Directors were held on 24th May, 2024, 13th Aug., 2024, 27th Sept., 2024, 14th Nov., 2024 and 12th Feb., 2025.

b) Audit & Risk Management Committee-

The Company has constituted the Audit & Risk Management Committee of the Board pursuant to Section 177 of the Companies Act, 2013 and its terms of reference are in conformity with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The composition of Committee is mentioned in the Corporate Governance Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report for 2024-25.

7. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Pursuant to Section 177 of the Companies Act, 2013, the company has established a Vigil Mechanism for directors and employees to report their genuine concerns to the company. The company oversees this Vigil Mechanism through the Audit & Risk Management Committee of the Board.

8. ENVIRONMENT, POLLUTION CONTROL AND SAFETY

Your Company is committed to provide safe working conditions and healthy environment to its stakeholders. STAR is accredited with IS/ISO 9001:2015, IS/ISO 14001: 2015, and IS/ISO 45001:2008 which signifies adoption of integrated quality, environment and safety management systems to harmonize Industrial activities with environmental preservation with letter and spirit. Your company has the requisite environmental clearances from the Government Departments as per the legal requirements.

The company has been conferred the following awards during the year 2024-25:

i) Excellent/Par Excellence Awards in 38th National Quality Circle Conventions held at Gwalior organized by Quality Circle Forum of India, Hyderabad.

ii) Gold Awards in 49th International Quality Circle Convention held in Sri Lanka organized by Sri Lanka Association for Advancement of Quality & Productivity (SLAAQP).

iii) Gold Awards in Chapter Convention on Quality Concepts held at Varanasi organized by Quality Circle Forum of India, Hyderabad.

iv) Platinum Award under Apex India Green Leaf Award 2024 for water stewardship by Apex India Foundation.

v) Award for outstanding achievement in ensuring Environment Protection in 24th Global Greentech Environment & Sustainability Awards, 2025 by Greentech Foundation, New Delhi.

9. SOCIAL FARM FORESTRY

As in the past, the company continues to assist pulpwood plantation with active co-operation of the farmers. Your company has increased its Clonal Multiplication capacity to further enhance plantation activity in coming years.

The program is of immense importance as it increases green cover, enhance raw material base and supplement rural income generation.

10. FIXED DEPOSITS

The company has not invited any fixed deposits during the year and as such there has been no default in repayment of deposit or payment of interest thereon during the year. There were no outstanding fixed deposits as on 31 st March, 2025. (Rs. Nil as on 31 st March, 2024).

The company is in compliance with provisions of the Companies Act, 2013 and rules made thereunder in respect of deposits.

11. INTERNAL CONTROLS

The company has adequate internal control systems in place on the basis of which financial accounting is done and periodically financial statements are prepared. Such Internal control systems are adequate and operating effectively.

During the year, no instance of any fraud was reported by the statutory auditors of the company under section 143(12) of the Companies Act, 2013.

12. REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has adopted a policy on Corporate Social Responsibility (CSR) to fulfill its obligation towards the society. The CSR Policy may be accessed on the companys website at . The key philosophy of the Companys CSR initiative is to promote development through social and economic transformation. The composition of Committee is mentioned in the Corporate Governance Report.

The Report on CSR activities undertaken during the financial year ended 31 st March, 2025 is provided as Annexure -I .

13. DIRECTORS/KEY MANAGERIAL PERSONNEL/OTHERS

i) Pursuant to Section 152 of the Companies Act, 2013, Mr. Shrivardhan Goenka (DIN-00030375) shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as a Director of the company

ii) Dr. (Mrs) Sheela Bhide (DIN-01843547) resigned from Directorship of the company w.e.f 31.05.2024 due to personal reasons.

iii) Mr. Shiromani Sharma (DIN-00014619) and Mr. C.M Vasudev (DIN-00143885), Independent Directors of the company have retired from Directorship of the company post completion of their respective tenures on closing hours on 27.09.2024.

iv) Mr. Anoop Mishra (DIN-02849054) and Mr. Atul Mani Sharma (DIN-10791352) have been appointed as Independent Directors of the company w.e.f 28.09.2024.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 178 (6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015. The companys familiarization program for Independent Directors is posted on the website of the company and can be accessed at

14. NOMINATION AND REMUNERATION COMMITTEE/POLICY

The Board of Directors has constituted a Nomination & Remuneration Committee which follows the companys policy on directors appointment and remuneration including criteria for determining qualification, positive attitudes, independence of a director and other matters provided under section 178 (3) of the Companies Act, 2013.

The gist of companys policy on nomination and remuneration is as under:

The Committee shall consider ethical standards of integrity, qualification, expertise and experience for appointment of Directors/ KMP etc. and recommend to the Board of Directors. Directors/ KMP etc shall be appointed as per the procedure laid down in applicable laws.

The Committee will recommend the remuneration to be paid to Directors/KMP etc requiring Committee approval as per statutory provisions. The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate the appointee(s). Nomination and Remuneration Policy of the company can be accessed from the company website - .

15. LOAN, GUARANTEE, INVESTMENTS ETC.

The particulars of loan, guarantees or investments under section 186 of the Companies Act, 2013 have been given in the financial statements.

16. SUBSIDIARY/JOINT VENTUE/ASSOCIATE COMPANIES

No company has become or ceased to be the companys subsidiary/joint venture/associate company during the year.

17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding energy conservation, technology absorption and foreign exchange earnings/outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are furnished as Annexure-II to this Report.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding employees remuneration are given hereunder:

i) Name of the employee who is in receipt of remuneration of Rs. 8.50 lacs per month/ Rs. 102 lacs per annum or more during the financial year 2024-25:

Sr.	Name & Designation	Remuneration* recd.-(lacs)	Nature of employment	Qualification & experience	Date of commencement of employment	Age	Last employment held	% of equity shares held	Whether relative to director
1	Mr. Madhukar Mishra, Managing Director	476.89	Contractual	B. Sc., DMS (Mgt.) 45 years	01/07/2001	68 years	Sr. VP (Corporate Planning) -Dail Consultants Ltd.	Nil	No

*including employers provident fund contribution.

a) Ratio of remuneration of each director to the median remuneration of employees Director	Director remuneration (DR)-Rs.	Median remuneration (MR) of employee -Rs.	Ratio (DR/MR)
Mr. Shiromani Sharma*	2,80,000	3,78,528	0.74
Mr. Shrivardhan Goenka	4,40,000	3,78,528	1.16
Mr. C.M. Vasudev*	2,80,000	3,78,528	0.74
Mrs. Pragya Jhunjhunwala	2,40,000	3,78,528	0.63
Dr. (Mrs) Sheela Bhide**	40,000	3,78,528	0.11
Dr. R.C. Lodha	2,80,000	3,78,528	0.74
Mr. Atul Mani Sharma	1,20,000	3,78,528	0.32
Mr. Anoop Mishra	2,40,000	3,78,528	0.63
Mr. Madhukar Mishra	4,76,89,222	3,78,528	125.98

* Retired from Directorship of the company post completion of their respective tenures on 27.09.2024. ** Resigned from Directorship of the company w.e.f. 31 st May, 2024.

b) % increase in remuneration of each director, CEO, CFO, CS in the financial year 2024-25 Official Name	Year 2024-25 Remuneration-Rs. In lacs	% increase in remuneration
Directors	Non-executive Directors are receiving only sitting fees for attending meetings @ Rs. 40,000/- per Board/Committee meeting.
Managing Director	476.89	3.7%
Chief Financial Officer	44.64	15.0%
Company Secretary	23.10	5.0%

c) There was no % increase in median remuneration of employees in the financial year 2024-25 vis-a-vis the preceding year.

d) There were 382 permanent employees on the rolls of the company as on 31.03.2025.

e) Average increase in remuneration inter-alia depends upon the inflation, individuals performance, company policy, human resource demand-supply position, negotiations with trade unions, company performance etc.

f) Average percentage increase in salaries of employees vis-a-vis managerial personnel - Average percentage increase in salaries of employees was 5.2% vis-a-vis 7.9% in salary of managerial personnel for FY 2024-25.

g) No director is getting any variable component of remuneration except performance pay to the Managing Director as decided by the Board of Directors every year based on performance of the company, terms of appointment and applicable statutory provision. Remuneration is as per remuneration policy of the company.

19. PERFORMANCE EVALUATION

The company has a Policy on Nomination & Remuneration and Evaluation of directors etc. The Board of Directors evaluates its own performance, that of Committee(s) and individual director(s) on annual basis in the manner envisaged by the Nomination & Remuneration Committee (NRC) of the Board. Nomination & Remuneration Committee (NRC) also ensures that evaluation process is carried out by the Board every year as per the prescribed method.

20. HUMAN RESOURCES AND WELFARE

The company has a structured approach to manage its human assets as per the emerging needs of the company. Industrial relations remained cordial during the year 2024-25.

The company has zero tolerance against any sexual harassment of woman at workplance. During the year under review, there was no case reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint pending at the beginning and closure of the year.

21. DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 134(3)(c) Directors Responsibility Statement on preparation and presentation of these accounts is as per Annexure-III to this Report.

22. CORPORATE GOVERNANCE

A separate report on corporate governance, along with a certificate from the statutory auditors confirming the compliance with corporate governance requirements has been annexed as Annexure-IV to Directors Report.

23. AUDITORS

The members at their 83 rd Annual General Meeting held on 21 st Sept., 2022 appointed M/s Lodha & Co., Chartered Accountants, Kolkata as statutory auditors of the company to hold office from the conclusion of 83 rd AGM till the conclusion of 88 th AGM of the company.

24. COST AUDITORS

Pursuant to Section 148(3) of the Companies Act, 2013 read with the Rules made thereunder, the company is required to maintain cost records and accordingly such accounts and records are maintained. The Board of Directors on the recommendation of

Audit & Risk Management Committee has appointed M/s K.B. Saxena & Associates, Cost Accountants, Lucknow as the Cost Auditors of the Company for the financial year 2024-25.

25. AUDITORS REPORT

i) Statutory Audit:

The observations of the auditor read with relevant notes on the financial statements are self-explanatory.

ii) Secretarial Audit:

M/s D. Dutt & Co., company secretary in practice, secretarial auditor of the company has done secretarial audit for FY 2024-25. Secretarial audit report is attached as Annexure-V . The observations of the secretarial auditor in the report are self-explanatory.

26. TRANSACTIONS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material. Information pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure-VI in Form AOC-2 and the same forms part of this report.

27. RISK MANAGEMENT

The Company is having Risk Management framework covering identification, evaluation and control measures to mitigate the identified business risks.

28. LISTING ON STOCK EXCHANGES

Your companys equity shares are listed on National Stock Exchange of India Ltd. (NSE) and The Stock Exchange, Mumbai (BSE). The company has paid the listing fees to the stock exchanges for the financial year 2024-25.

29. ACKNOWLEDGEMENT

The Board of Directors place on record their gratitude for valuable support and contribution of all the Stakeholders viz., employees, bankers, investors, customers, suppliers and the Government Departments during the year 2024-25.

	For and	on behalf of the Board
	Shrivardhan Goenka	Madhukar Mishra
Date : 29th May, 2025	Director	Managing Director