Voith Paper Fabrics India Ltd Directors Report

Dear Members,

Your Directors are pleased to present before you, the Fifty-fifth Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended on 31^st March, 2025.

FINANCIALHIGHLIGHTS

The Companys financial performance, for the year ended March 31, 2025 is summarized below:

(INR in millions)

	For the year ended
	31/03/2025	31/03/2024
Revenue from operations	1,902.27	1,796.17
Profit before taxation	537.26	487.95
Tax expense	138.33	125.01
Total comprehensive income for the year	397.92	361.71
Earnings Per Share (EPS) (In rupees)	90.87	82.67

There were no material changes and commitments affecting the financial position of the financial year.

DIVIDEND

The Board of Directors have decided for payment of dividend, keeping in mind that growth of the Company can be met through internal accruals and would be beneficial for the shareholders in long term.

Hence, the Directors are proposing payment of dividend @ 100%, i.e., of Rs.10/- per equity share of Rs.10/- each fully paid-up, for the year ended 31^st March, 2025, aggregating to Rs. 43.93 million (gross). The dividend, if approved at the ensuing Annual General Meeting, would be paid to the eligible members, subject to TDS at applicable rates, within the stipulated time.

DIRECTORS

During the year under review, the nomination of Mr. Benno Edmund Morlock was withdrawn by the Holding Company, and Mr. Martin Bassmann was nominated in his place, as the Chairman of the Board of Directors of the Company with effect from 1^st October, 2024. He holds

Master/Diploma Degree in Mechanical Engineering, from Ulm University of Applied Sciences, Germany. He possesses an overall experience of more than 32 years of working at various positions with some reputed European Companies/Group in the Sales & Marketing functions. The appointment of Mr. Martin Bassmann has also been approved by the shareholders of the Company through Postal Ballot.

Also, Mr. Surinder Kumar Nagpal ceased to be a Non-Executive & Independent Director of the Company effective 1^st March, 2025 upon completion of his tenure. Based on the recommendation of the Nomination and Remuneration Committee and approval of the shareholders through Postal Ballot, Dr. Ram Sewak Sharma was appointed as the Non-Executive & Independent Director of the Company with effect from 1^st March, 2025. He is a retired bureaucrat (IAS Officer) who held various senior positions in the Department of Information and

Communication Technologies (ICT), Government of India. He is also a visiting faculty at IIT, Kanpur.

Mr. Ravinder Nath, Director, shall be retiring by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for reappointment. Mr. Nath is an Advocate of Supreme Court of India and Partner at one of Indias oldest and reputed legal firms - Rajinder

Narain & Co. LLP. He is a Commerce Graduate and has done his LLB - International and Company Laws from Kings College, London and

PIL from Harvard. He possesses rich and specialized experience in cross border acquisitions & transactions.

He has been associated with the Company since 1998 and has contributed to the Companys growth with his vast knowledge and experience.

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.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have also approved the re-appointment of Dr. Deepti Gupta as an Independent Woman Director for another term of 5 (five) years effective from 30th July, 2025, subject to the approval of shareholders at the ensuing Annual General Meeting (AGM). She is a ‘First Class First Post Graduate in Textile & Clothing, with a Doctorate in Textile Technology from IIT Delhi and is currently a Professor in the department of Textile & Fiber Engineering at IIT Delhi. In Compliance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (here-in-after referred to as ‘Listing Regulations), brief resume, expertise and details of other directorships, membership in committees of other companies and shareholding in the Company, of the directors who are proposed to be re/appointed, are as under:

Name of the Director	Mr. Ravinder Nath	Dr. Deepti Gupta
DIN	00062186	08481203
Age in years	80 years	59 years
Date of initial Appointment in the Company	24th October, 1998	30th July, 2020
Expertise in Special Functional Areas	Legal	Textile Chemical Processing & Product Development
Qualification	B.Com (H), LLB, International Law, London	PhD in Textile Technology
Directorships held in other companies in	Kadimi Construction Pvt. Ltd. (Amalgamated)	Kusumgar Limited
India, as on 31/03/2025	Jay Dee Ess Leasing Company Private Limited
Membership of committees of other companies, in which he/she is a Director, as on 31/03/2025	None	Audit Committee - Kusumgar Limited
Listed entities from which resigned in past three years	Kanoria Chemicals & Industries Limited*	NIL
	Somany Ceramics Limited**
No. of shares held in the Company (Including those held by relatives)	NIL	NIL

* Not resigned, but ceased to be a Non-Executive and Independent Director from 04/09/2022, upon completion of tenure. ** Not resigned, but ceased to be a Non-Executive and Independent Director from 12/08/2024, upon completion of tenure.

None of the Directors of the Company have any inter-se relationship with each other.

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 guarantee 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 2024/25.

CAPACITY ENHANCEMENT

Considering the opportunities likely to be created in future, Company is constantly on the look-out to bring about improvements in the process of its operations for improvement in the productivity and quality of its products. For this purpose, necessary capital investments are being made by the company, that may not always result in significant capacity enhancement.

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

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. However, members attention is drawn to the details about Contingent Liabilities and Commitments appearing 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 Report.

PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of Companies Act, 2013 and Regulation 23 of ‘Listing Regulations, the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The said Policy is available at link of ‘Company Policies on ‘Investors Corner page on the companys website at www.voithpaperfabricsindia.com 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, appearing elsewhere in the Annual Report. Further, Form AOC-2 containing the necessary disclosure in this regard is attached as Annexure I and forms an integral part of this report.

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 B S R & Co. LLP; Chartered Accountants, carried out the Statutory Audit and submitted their report.

B. Internal Auditors – During the year under review, M/s Lodha & Co., 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.to be followed by theDirectorshavelaiddowninternalfinancial 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

The Board confirms that there exists a structure in the Company to identify, assess, evaluate and mitigate various types of risks with respect to the operations of the Company. In view of the Board, none of the elements of any such risk threaten the existence of the Company.

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 ‘Listing Regulations.

CORPORATE GOVERNANCE

The Board of Directors has laid down a Code of Conduct to be followed by all the Directors and members of Senior Management of your Company. The Board of Directors supports the principles of Corporate Governance and lays strong emphasis on transparency, accountability and integrity.

A Report on Corporate Governance along with required Certificate from a Company Secretary in Practice, pursuant to requirements of the Listing Regulations has been included in this Report separately. In terms of Regulation 17(8) of the Listing Regulations, a Certificate of CEO

& CFO is also provided to the Board.

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 Act, 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 31/03/2025, the provisions of Regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable to it.

FIXED 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, read with Rule 5 of Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure III.