Voith Paper Fabrics India Ltd Directors Report

Dear Members,

Your Directors are pleased to present before you, the Fifty-sixth Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended on 31 st March, 2026.

FINANCIAL HIGHLIGHTS

The Companys financial performance, for the year ended March 31, 2026 is summarized below:

(INR in millions)

	For the year ended
Particulars	31/03/2026	31/03/2025
Revenue from operations	2,089.49	1,902.27
Profit before taxation	552.38	537.26
Tax expense	137.89	138.33
Total comprehensive income for the year	434.26	397.92
Earnings Per Share (EPS) (In rupees)	94.36	90.87

During the year under review, Company had made a gratuity provision of INR 50.97 million as an exceptional item, after assessing the impact of new Labour Codes that came into effect on November 21, 2025.

There were no material changes and commitments affecting the financial position of the Company, which have occurred since the end of the financial year.

SHARE CAPITAL

As at 31 st March, 2026 the paid-up share capital of the Company comprised of 4,392,559 equity shares of INR 10/- each, aggregating to INR 43,925,590/-. There was no change in the capital structure of the Company during the year under review.

DIVIDEND

The Board of Directors makes decision regarding payment of dividend, considering that the growth objectives of the Company can be met through internal accruals and would be in the interest of investors in long-term.

The Board of Directors, at its meeting held on May 20, 2026, recommended a final dividend @ 100% i.e. Rs. 10/- per equity share of Rs. 10/- each amounting to Rs. 43.93 million (gross) subject to the approval of the shareholders at the 56th Annual General Meeting. The dividend, if approved at the upcoming Annual General Meeting, would be paid to the eligible members, subject to TDS at applicable rates, within the stipulated time.

Other details pertaining to the state of affairs / operation of the Company and future outlook is explained in the Management Discussion and Analysis Report forming part of this Report

TRANSFER TO RESERVES

For the year under review, Company has added the entire available surplus, to the brought forward balance in Statement of Profit and Loss, without making any transfer to the general reserve.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company neither gave any loans or guarantees nor made any investments in terms of provisions of Section 186 of the Companies Act, 2013.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the Financial Year 2025/26.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year, no significant or material orders were passed by any regulatory authorities, courts, or tribunals that may affect the Companys ability to continue as a going concern or influence its future operations. Members are, however, requested to review the details of Contingent Liabilities and Commitments provided in the Notes forming part of the Financial Statements.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report, forming part of this Board Report.

PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and its related parties. The said Policy is available at link of Company Policies on Investor Corner page on the companys website at https://www.voith.com/corp-en/vp_india_website_rpt-policy-accepted-2025.pdf.

During the year under review, all transactions with related parties were carried out in the ordinary course of business, at arms length basis and details of such transactions (including related party transactions considered as material) are mentioned in notes attached to the financial statements. Further, Form AOC-2 containing the necessary disclosure in this regard is attached as Annexure – I and forms an integral part of this Board Report.

In accordance with the requirements of Industry Standards on Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions (RPT Industry Standards), a certificate from CEO and CFO confirming that all the related party transactions proposed to be undertaken in FY 2026/27 are in the interest of the Company, has been reviewed and noted by the Audit Committee and the Board of Directors.

AUDITORS REPORT

The observations of statutory auditors are self-explanatory and therefore do not call for any further comments.

AUDITORS

A. Statutory Auditors – During the year under review, M/s Price Waterhouse Chartered Accountants LLP; carried out the Statutory Audit and submitted their report.

B. Internal Auditors – During the year under review, M/s Lodha & Co. LLP, Chartered Accountants, carried out the Internal Audit and submitted their report.

C. Secretarial Auditors – During the year under review, M/s P.C. Jain & Co., Company Secretaries, carried out the Secretarial Audit and submitted their report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5), the Board of Directors, to the best of their knowledge and ability, confirm that:

1. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and are prudent so as to give a true & fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for the period;

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

4. the Directors have prepared the Annual Accounts on a going concern basis;

5. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and

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

RISK MANAGEMENT

While the provision of formulating a Risk Management Committee under Regulation 21 of the SEBI (LODR) Regulations, 2015 is not applicable to the Company, the Board affirms that the Company has established a risk management framework to effectively identify, assess, evaluate, and mitigate various categories of risks arising from its operations. The framework is supported by appropriate internal controls and periodic reviews to ensure its ongoing effectiveness. Based on the Boards evaluation, no identified risks are likely to adversely impact the Companys ability to continue as a going concern.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder the Company has adopted and developed a Policy covering the activities mentioned in Schedule VII of Companies Act, 2013, upon the recommendation of CSR Committee. Implementation of the Policy is undertaken under the guidance of the CSR Committee, and the requisite Report on Corporate Social Responsibilities (CSR) Activities containing the specified disclosures prescribed in the Companies. (Corporate Social Responsibility Policy) Amendment Rules, 2021 is attached as Annexure-IA to this Report.

CSR Policy of the Company is available on the website of the Company at https://www.voith.com/corp-en/vp_inida_Website_CSR-Policy_Amended-2021.pdf

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015.

CORPORATE GOVERNANCE

The Company remains steadfast in its commitment to upholding the highest standards of Corporate Governance, anchored in the core principles of transparency, accountability, ethical conduct, and sustainable value creation for all stakeholders. The governance framework of the Company is designed to ensure effective oversight, informed decision-making and following the best industry practices. The Board of Directors have formulated and implemented a Code of Conduct to be adhered to by all Directors and members of Senior Management of the Company.

A Report on Corporate Governance together with the required Certificate from a Company Secretary in Practice, pursuant to requirements of the SEBI (LODR) Regulations, 2015, forms integral part of this Report.

The required Certificate from CEO & CFO in pursuance of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also appears in the Report on Corporate Governance.

COMMITTEES OF THE BOARD

The Board has constituted the following Committees to effectively discharge its responsibilities and to comply with the requirements of applicable laws and business needs.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Corporate Social Responsibility Committee

4. Nomination and Remuneration Committee

All recommendations made by the Audit Committee during FY 2025-26 were accepted by the Board. The necessary quorum was present at all the Committee meetings. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance are provided in the Report on Corporate Governance, forming part of this Board Report.

ENERGY CONSERVATION, 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 along with Rule 8, of Companies (Accounts) Rules, 2014, is given in Annexure – II .

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As Company does not form part of the Top 1000 listed entities based on market capitalization as at 31/12/2025, the provisions of regulation 34(2)(f) of the SEBI(LODR) Regulations, 2015 pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable to it.

DEPOSITS

The Company has neither invited nor accepted any deposits from public during the year under review. Accordingly, there are no unclaimed or unpaid deposits lying with the company for the year under review.

PARTICULARS OF EMPLOYEES

Particulars required to be disclosed in pursuance of the provisions of Section 197 of the Companies Act, 2013, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure – I II .

Further, particulars of employees required under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014, framed under the Companies Act, 2013, forms part of this Board Report. However, pursuant to provisions of Section 136 of the Companies Act, 2013 the Annual Report is being sent to all the Members of the Company and others entitled thereto excluding the said information, in respect of Top-10 employees. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by Members at the Registered Office of the Company.

ANNUAL EVALUATION BY THE BOARD

The Board recognizes that a structured and effective evaluation process is essential for strengthening board performance, improving governance standards and enhancing the overall effectiveness of the Board and its committees.

In accordance with the provisions of the Companies Act, 2013, the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and the performance of individual Directors, including the Chairperson and Independent Directors. The performance evaluation process is designed to ensure that the Board continues to operate with the right balance of skills, experience, independence and diversity, and that it effectively discharges its oversight and strategic responsibilities.

The Nomination and Remuneration Committee (NRC) carries out the evaluation process at initial stage, followed by evaluation by Board. The performance evaluation framework is in place to seek the response of each Director on the evaluation of the entire Board, Chairman and Individual Directors, on defined parameters. The performance of Committees was evaluated by the Board seeking inputs from concerned Committee Members.

The performance evaluation is undertaken on the basis of criteria approved by the Nomination and Remuneration Committee and through discussions and feedback from the Directors. The evaluation broadly considers the composition and structure of the Board and its Committees, quality of deliberations, level of participation, the contribution made by each Director to the functioning of the Board, adequacy of information flow, independent judgment, adherence to code of conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.

The Independent Directors meet separately at least once in a financial year, without the presence of non-independent directors and members of management, to review the performance of non-independent directors, the Board as a whole and the Chairperson, and to assess the quality, quantity and timeliness of flow of information provided to the Board. The performance of Independent Directors - and the independence from management - is also evaluated by the Board, excluding the concerned Director, in accordance with the applicable legal requirements.

The Board believes that the evaluation process has been conducted in a constructive and objective manner and has contributed to stronger coordination between the Board and management.

PREVENTION OF SEXUAL HARASSMENT CASES

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). An Internal Complaints Committee (ICC) has been duly constituted in accordance with the requirements of POSH Act, to redress complaints received regarding sexual harassment.

Following are details required pursuant to the requirements of Rule 8 of the Companies (Accounts) Rules, 2014, and Schedule-V of the SEBI (LODR) Regulations, 2015 regarding the prevention of sexual harassment at the workplace:

a) Number of complaints pending at the beginning of financial year – Nil b) Number of complaints received during the financial year – Nil c) Number of complaints disposed of during the financial year – N.A. d) Number of complaints pending for more than ninety days – N.A. e) Number of complaints pending as on end of financial year – Nil

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to providing a supportive environment for its employees and confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961 as amended, including the provision of applicable leaves and facilities as mandated by the Act, during the year under review.

WORKFORCE COMPOSITION AND DIVERSITY

The Company remains committed to fostering an inclusive and diverse work environment. As of the close of the financial year on March 31, 2026, the Companys workforce composition comprised 131 Male Employees, 5 Female Employees, and No Transgender Employee, representing a total headcount of 136 employees.

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board of Directors of the Company were convened and held. Details of composition of Board and its Committees and the meetings held, attendance of the Directors in Meetings of the Board, and its Committees and other relevant details are provided in the Report on Corporate Governance.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the circulars issued by the MCA and SEBI in this regard.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board is duly constituted with proper balance of Executive, Non-Executive Directors and Independent Directors including Independent Woman Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 read with Section 149 of the Companies Act, 2013. The changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review are as under: a) Appointment/Re-appointment

The Board of Director in their continued meeting held on 24 th February 2025 has appointed Dr. Ram Sewak Sharma (DIN-02166194) as Non-Executive Independent Director for an initial term of 5 years commencing from 1 st March 2025. Further, the appointment of Dr. Ram Sewak Sharma (Non-Executive-Independent Director) was approved by the members via the Postal Ballot on 17 th April 2025. The Board is of the opinion that Dr. Sharma is person of integrity and his expertise & experience would be beneficial for the Company in coming years.

Brief Profile of Dr. Ram Sewak Sharma (DIN: 02166194) including nature of expertise in specific functional area:

Dr. Sharma is a retired member of the prestigious Indian Administrative Service (IAS) of 1978 batch, with a celebrated career spanning over four decades in various roles across the Central and State Governments in India. Throughout his career, he has been a pioneer of reforms and an advocate of digital transformation, contributing significantly to shaping Indias policies in Information and Communication Technologies (ICT) and leading administrative modernization. Known for his ability to blend strategic vision with on-the-ground execution, Dr. Sharma has successfully implemented policies that have reshaped public service delivery in India.

Dr. Sharma holds a PhD from the Indian Institute of Technology, Delhi; a Masters in Computer Science from University of California, USA; a Masters in Mathematics from IIT, Kanpur; and a Bachelors Degree in Law, reflecting his strong academic foundation in both technology and law. He is also a distinguished visiting professor at the Indian Institute of Technology, Kanpur, where he teaches courses on Technology and Public Policy. An active author, he regularly contributes to journals and newspapers on topics related to public policy, technology, health and internet governance.

b) Retirement by Rotation

Pursuant to the provisions of the Companies Act, 2013 and Article of Association of the Company, Mr. R. Krishna Kumar (DIN-05344619) is liable to retire by rotation at the 56th Annual General Meeting and being eligible, has offered himself for re-appointment. A brief profile of Mr. R. Krishna Kumar (DIN-05344619) is provided in the Notice convening the 56th Annual General Meeting.

He has been associated with the Company as the Managing Director with effect from 1st August, 2014 and has contributed in the overall management and day-to-day affairs of the Company. Hence, the Nomination and Remuneration Committee, as well as the Board of Directors, are of the view that his continued presence on Board would be beneficial for the Company.

c) Change in Key Managerial Personal

During the year under review, Mr. Deepak Behl was appointed as the Company Secretary & Compliance Officer of the Company with effect from 03 rd December 2025 consequent to the superannuation of Mr. Gugliani from the services of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board originally constituted its Remuneration Committee on 31 st January, 2002 as part of good corporate governance practice. This Committee was rechristened as the Nomination and Remuneration Committee (NRC) on 28 th April, 2014 and was restructured as per the requirement of law from time to time.

In terms of provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI (LODR) Regulations, 2015 a policy relating to remuneration for the Directors, Key Managerial Personnel and other senior employees has been adopted by the Board of Directors of the Company in pursuance of its formulation and recommendation by the Nomination and Remuneration Committee thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director.

The current Policy is to ensure that appropriate and suitable members are appointed on the Board of the Company and that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and meet appropriate benchmarks. The said Policy is available on the website of the Company at https://www.voith.com/corp-en/vp_india_website_ nrc-policy-amended-2022.pdf. The salient features of the Policy are provided in the relevant section of the Report on Corporate Governance as attached.

The NRC, at its sole discretion, considers the integrity, qualification, expertise, proficiency and experience of the person for appointment as a Director and then recommends to the Board of his/her candidature for appointment.

REMUNERATION CRITERIA

• Executive Director / Managing Director / Whole-time Director: They shall be paid remuneration comprising several components (including fixed as well as variable) decided and approved by the Board from time to time on the recommendation of the NRC. Such remuneration is determined according to industry standards, experience, laws and regulations, prevailing market conditions and the scale of Companys business relating to the position.

• Other Directors: The Company remunerates its non-executive Indian directors by way of Sitting Fees for attending meetings of the Board and/or any Committee thereof, as may be decided by the Board from time to time, subject to the maximum amount as may be prescribed by the Central Government in this regard.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of SEBI (LODR) Regulations, 2015, at the 55 th AGM held on 21 st August, 2025 the company has appointed M/s P.C. Jain & Co., Company Secretaries to undertake the Secretarial Audit of the company for consecutive period of 5 years (Financial Year 2025-26 to Financial Year 2029-30). The report of the secretarial audit is annexed as Annexure – IV .

The Secretarial Audit Report does not contain any qualification, observation or other adverse remarks.

FRAUDS REPORTED BY THE AUDITORS

None of the auditors – Statutory, Secretarial or Internal, have reported any incident of fraud to the Audit Committee/Board of Directors, in their respective report, for the periods reviewed by them.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, as amended from time to time.

SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company neither has any subsidiary, joint venture or associate company; nor has any company become or ceased to be its subsidiary, joint venture or associate company, during the year.

ANNUAL RETURN

As required under the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, a copy of the relevant Annual Return would be made available at Investor Relations link on the Investors Corner page of companys website at https:// www.voith.com/corp-en/about-us/markets-locations/india/voith-paper-fabrics-india-limited.html?156029[]=9#annual-returns

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31of 2016) during the year along with their status as at the end of the financial year is not applicable.

VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

APPRECIATIONS

The Board of Directors expresses their appreciation towards all the employees for their untiring efforts and commitment that have resulted in continued growth of the company. Finally, the Directors wish to express their gratitude to all the Stakeholders for their continued trust and support.

		For and on behalf of the Board of Directors
	Ravinder Nath (00062186)	Martin Bassmann (10766607)
	Deepti Gupta (08481203)	Chairman
	Pallavi Dinodia Gupta (06566637)
	Ram Sewak Sharma (02166194)	R. Krishna Kumar (05344619)
	Directors	Managing Director
Date : 20 th May, 2026
Place : New Delhi