Orient Press Ltd

Dear Shareholders,

Your Directors are pleased to present herewith the Thirty Sixth

Annual Report of Orient Press Limited (‘the Company') along with Audited Financial Statements for the Financial Year ended March 31, 2024.

1. Financial Performance

The standalone Audited Financial Statements for the Financial Year ended March 31, 2024 are prepared in accordance with the relevant Indian Accounting Standards (IND AS) and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation'') and provisions of the Companies Act, 2013 ("Act").

The Company's financial performance for the year ended March 31, 2024 is summarized below:

(Rs In Lakhs)

2. Results of operations and State of Company's affairs

During the year, the Company has incurred pre-tax Loss of Rs 131.30 Lakhs as compared to pre-tax loss of Rs 441.85 Lakhs in the previous year. The Net Turnover of the Company was at Rs 17,051.31 Lakhs for the year as against Rs 17,171.72 Lakhs in previous year.

3. Dividend

In view of losses incurred by the Company, your Directors have not recommended any dividend for the Financial Year 2023-2024.

4. Finance

The Company is availing its Working Capital Limits & Term Loan from Axis Bank Ltd., Indian Bank (Allahabad Bank) and Kotak Mahindra Bank Limited. The company has repaid all loan installments on time. During the year under review

CARE Rating Agency awarded "CARE BB+-" Stable rating on the Long term and Short term Bank facilities availed by the Company.

5. Change in Capital Structure

During the Financial Year under review, there was no change in the Capital Structure of the Company.

As on March 31, 2024 the issued and paid-up capital of your Company stood at Rs 100,000,000/- divided into 10,000,000 Equity Shares of Rs 10/- each.

As reported last year Mr. Sanjay Maheshwari (DIN:00250072) had ceased to be a Whole-Time Director of the Company with effect from September 25, 2023.The Board places on record its sincere appreciation for his contributions as a Director on the Board.

Mr. Vilas Madhukar Dighe (DIN: 02064647), has tendered his resignation from the position of Independent Director of the Company with effect from April 01, 2024 due to personal and other professional commitments.

The Board places on record its sincere appreciation for his contributions and extend gratitude to Mr Vilas Madhukar Dighe for his invaluable service as a Director on the Board.

His insightful contributions have played a pivotal role in steering the Company's strategic direction and fostering growth.

Further, Mr.Kannan Ramamirtham (DIN:00227980), Mr. Ghanshyam Das Mundra (DIN:00035877) and Mrs. Vinita Chhaparwal (DIN:01649684) shall be ceased to be the Independent Directors of the Company from the conclusion of forthcoming Annual General Meeting of the Company upon completion of their second and final term of 5 Years as Independent Directors.

The Board places on record, sincere appreciation for their outstanding contribution towards the growth of the Company, during their tenure as Independent Directors on the Board of the Company.

Based on the recommendations of the Nomination and

Remuneration Committee, the Board, in accordance with the provisions of the Act and Regulations, has recommend appointment of Mr. Deepak Manikant Vaishnav (DIN:02889935), Mr. Vinay Biyani (DIN: 10723963) and Mrs. Neha Jagetia (DIN:10726398) as Independent Directors on the Board of the Company for a term of fiveconsecutive years with effect from September 20, 2024 till September 19, 2029 to the shareholders of the Company in the forthcoming

Annual General Meeting of the Company & for which necessary Resolutions have been included in the Notice of Annual General Meeting.

Mr. Rajaram Maheshwari (DIN 002249954), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company In accordance with the provisions of Section 152 of Companies Act, 2013 and in accordance with the Articles of Association of the Company and, being eligible, has offered himself for re-appointment.

The Board recommends his re-appointment at the ensuing

Annual General Meeting of the Company. Brief profile of Mr. Rajaram Maheshwari has been given in the Notice convening the Annual General Meeting.

As on the date of this report, Mr. Ramvilas Maheshwari, Chairman & Managing Director, Mr. Rajaram Maheshwari, Executive Director, Mr. Prakash Maheshwari, Whole-Time Director, Mr. Gopal Somani, Chief Financial Officer and Mrs. Shubhangi Lohia, Company Secretary & Compliance Officer of the Company are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013.

8. Declaration of Independence by Independent Director(s) & adherence to the Company's Code of Conduct for Independent Directors.

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Ghanshyam Das Mundra, Mr. Kannan Ramamirtham and Mrs. Vinita Chhaparwal are the Independent Directors of the Company as on date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed 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 with an objective independent judgement and without any external influence.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the

Indian Institute of Corporate Affairs, in terms of Section

150 read with Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

9. Director's Responsibility Statement

Your Directors to the best of the knowledge and belief and according to the information, explanations and representations obtained by them and after due enquiry, make the following statements in terms of Section 134(3)

(c) and 134(5) of the Companies Act, 2013, that: i. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under

Schedule III of the Companies Act, 2013, have been followed with proper explanation relating to material departures, if any; ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 2023-2024 and of the loss of the Company for the year under review; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 2013 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review, six meetings of the Board of Directors and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. All the recommendations made by the Audit Committee were accepted by the Board.

Pursuant to the requirements of Schedule IV to the

Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate

Meeting of the Independent Directors of the Company wasthat also held on February 10, 2024, without the presence of non-independent Directors and members of the management, to review the performance of non-independent Directors and the Board as a whole, the performance of the Chairperson of the company, taking into account the views of Directors and also to assess the quality, quantity and timeliness of flow of information between the company management and the Board.

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

Details of composition, terms of reference and number of meetings held in FY24 for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various

Committees have been accepted by the Board.

M/s. Sarda & Pareek. LLP, Chartered Accountants (Firm Registration No. 109262W/ W100673) were re-appointed as

Statutory Auditors of the Company at the 34^th Annual General

Meeting of the Company held on September 24, 2022, to hold office for a term of five (5) years till the conclusion of the 39^th Annual General Meeting of the Company.

M/s. Sarda & Pareek, LLP has confirmed that they are not disqualified from continuing as Statutory Auditors of the

Company.

The Auditors' Report for the Financial Year ended March 31, 2024 on the financial statements of the Company forms part of the Annual Report. The Auditors' Report does not contain any qualifications, reservations, adverse remarks, disclaimer or matter of emphasis.

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the company had appointed "M/s. Shambhu Gupta & Co.," a firm of Chartered Accountants in practice as Internal Auditors of the Company for the Financial Year 2023-2024.

The Corporate Social Responsibility Committee was formed pursuant to section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)

Rules, 2014, to formulate and recommend to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Act, to recommend the amount of expenditure to be incurred on such activities and to monitor the Corporate Social Responsibility Policy of the company from time to time. However the Committee was dissolved with effect from 1^st August, 2021 & the function of the

Committee will be looked after by the Board as and when CSR provisions will be applicable to the Company.

During the year under review the CSR provisions were not applicable to the Company because the Company had incurred loss in the preceding 3 financial year's viz. 2020-21 to 2022-23.

The Annual Return (draft Form No. MGT-7) of the Company as on March 31, 2024 is available on the Company's website and can be accessed at www.orientpressltd.com in the path as follows: Investor Info ? News ? Form MGT-7(F.Y. 2023-24)

Final Signed Form No. MGT-7 will also be made available after the Annual General Meeting & within the time prescribed for filing the same with the Registrar of Companies, Mumbai.

Pursuant to provisions of Section 204 of the Companies Act,

2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company had appointed M/s V. K. Mandawaria

& Co., Company Secretaries to undertake Secretarial

Audit of the Company for the Financial Year 2023-24. The

Secretarial Audit Report is attached as "Annexure 1" and forms an integral part of this report. The observations/ remarks made by the Secretarial Auditor in their Report are self explanatory so no further explanation is required.

A Secretarial Compliance Report for the Financial Year ended March 31, 2024 on compliance of applicable SEBI

Regulations and circulars/ guidelines issued thereunder were obtained from M/s V.K. Mandawaria & Co. Company Secretaries, and was submitted to both the stock exchanges where shares of the Company are listed.

Management Discussion and Analysis Report for the financial 34 read with Schedule V of the SEBI (LODR) Regulations,

2015 is presented in a separate section forming part of this Report.

A detailed Report on Corporate Governance practices followed by your Company, in terms of Regulation 34(3) of SEBI Listing Regulations, 2015 together with a Certificate from the Auditors confirmingcompliance with the conditions of Corporate Governance has been provided separately and forms an integral part of this Report.

All Contracts/arrangements/transactions entered by the Company with related parties were in ordinary course of business and at arm's length basis.

During the year under review the Company had not entered into any contracts/ arrangements/transactions with related parties which qualify as material in accordance with the policy of the Company on materiality of the related party transactions. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on related party transactions formulated by the Company.

There are no material significant related party transactions that may have potential conflict with the interest of the

Company at large. Suitable disclosures as required by Indian Accounting Standard (IND AS) - 24 have been given in the notes to the financial statements. The related party transactions policy as approved by the Board has been uploaded on the company's website www.orientpressltd. com.

Form AOC-2 pursuant to section 134(3)(h) of the Companies

Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out in "Annexure 2" forming part of this report.

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in "Annexure 3" forming part of this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, as amended, none of the employee of the Company has drawn remuneration in excess of the limit set out in the said rules during the year under review. However, as required under these Rules a statement showing the names, remuneration drawn by them and other particulars of top 10 employees which forms part of this Report, is not being sent with this

Annual Report in terms of the proviso to Section 136(1) of the Companies Act, 2013 but the same is available to any Member of the Company for inspection on request. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the

"Annexure 4" to the Board's Report.

The Company operates in three reportable primary business segments, i.e. Printing Segment, Flexible Packaging Segment & Paper Board Packaging Segment. The segment wise performance has been given in Management

Discussion and Analysis Report, which forms an integral part of this Report. Also, during the Current Financial Year

2024-25 the Company has added one other segment of Candle manufacturing.

Pursuant to the provisions of Section 177 (10) of the

Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a vigil mechanism. The details of Vigil Mechanism are provided in the Corporate Governance Report. The Vigil Mechanism /

Whistle Blower Policy may be accessed on the Company's website at www.orientpressltd.com.

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of

Directors, Committees of the Board and the Board as a whole.

The process for evaluation of the performance of the Director(s)/ Board / Committees of the Board for the Financial Year 2023-2024 was initiated by sending out questionnaires which were prepared by Nomination & Remuneration Committee for the performance evaluation of the Directors, Committees, Chairman and the Board as a whole. In terms of provisions of Companies Act, 2013 and Schedule II - Part D of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Mater Circular dated July 11, 2023, the Board carried out the annual performance evaluation of its own including the various Committees and individual Directors with a detailed questionnaire covering various aspects of the Board's functioning like, composition of Board and its Committees, Board culture, performance of specific duties and obligations. Based on the feedback received from the Independent Directors and taking into account the views of Executive Directors and the Non-

Executive Directors, the Board evaluated its performance on various parameters such as composition of Board and its committees, experience and competencies, performance of duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, effectivenessofflow ofinformation In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

The Board also assessed the quality, quantity and timeliness of flowof information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire

Board, excluding the Independent Director being evaluated.

The Company has formulated a Familiarization Programme for Independent Directors in terms of Regulation 25 (7) of the SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015. with an aim to familiarize the Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time.

They are also informed of the important policies of the company including the Code of Conduct for Board Members and Senior Management Personnel and the Code of Conduct to regulate, monitor and report trading by insider etc. Further, at the time of appointment of an Independent

Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. Detailed agenda are sent well in advance to all the Directors in order for the Board to perform its function and fulfill its role During the year under review, the Company has organized a familiarization programme on February 10, 2024 and highlighted in brief about the new business undertaken by the Company for Candle manufacturing. The details regarding Independent Directors Familiarization Programme imparted during the FY-2023-24 are given under the "Policies & Programme" in the "Investor Info" section on the website of the company i.e. www.orientpressltd.com.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and formed an Internal

Complaint Committee to which employees can write their complaints to the Committee. Also the Company has sexual harassment norms in which it formalized a free and fair enquiry process with clear timeline.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-2024:

No. of complaints received- Nil

No. of complaints disposed off Nil

During the year under review, the Company has not given any loan or guarantee or made any investment covered under the provisions of Section 186 of the Companies Act,

2013. Details of Investments made in earlier years have been mentioned, in the Note no. 08 to the Balance Sheet of the Company for the financial year ended on March 31,

2024.

The Particulars of Loans accepted by the Company from its

Directors during the Financial Year under report are given in Note no. 56 of the Balance Sheet of the Company for the financial year ended on March 31, 2024.

The Company has in place Risk Management policy which takes care of risk identification, assessment and mitigation.

There are no risks which in the opinion of the Board threatens the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Annual Report.

Your Company has accepted fixed deposit from its Members as per the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid or unclaimed public deposits at the end of the Financial Year March 31, 2024. The Company has accepted Rs 404.10 Lakhs during the Financial Year ended March 31, 2024 and amortization gain effect as per Ind As is Rs 4.30 Lakhs and Outstanding fixeddeposits as on March 31, 2024 is Rs 772.10 Lakhs (before adjustment of amortization gain effect as per Ind As which is Rs 4.30 Lakhs). The Company has been consistent in timely repayments of

Fixed Deposits and does not fail to repay the deposit or part thereof or any interest thereon.

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

During the year under report, the Board approved for business of the Company and thediversification accordingly a manufacturing unit was set up in Tarapur

Dist. Plaghar, Maharashtra for manufacture of candles.

The Commercial production of the candle manufacturing plant has commenced with effect from 1^st June, 2024. The Company expects that this expansion shall be beneficialfor the growth of the Company.

Except as stated above, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2023-2024 and till the date of this report

Pursuant to the provisions of Section 124(5) of the

Companies Act, 2013, your Company had during the year under review, transferred Rs 97890/- to Investor Education and Protection Fund for unclaimed Dividend declared in the year 2015-2016. This amount was lying unclaimed/ unpaid with the Company for a period of 7 (Seven) years.

The Company also transferred 2525 Equity Shares of the Company into the DEMAT Account of the IEPF Authority in terms of the provisions of section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These Equity

Shares were the Shares of such Shareholders whose unclaimed/unpaid dividend pertaining to Financial Year 2015-2016 had been transferred into IEPF and who have not encased their dividends for 7(Seven) consecutive financial years

Concerned Shareholders may still claim the shares or apply for refund of dividend to the IEPF Authority in Web Form No. IEPF-5 available on www.iepf.gov. in. The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purposes of transferring the shares back to the claimant as and when he approaches the Authority.

All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such DEMAT account.

Any further dividend received on such shares shall be credited to the IEPF Fund.

In terms of the provisions of the Companies Act, 2013, dividends remaining unpaid/ unclaimed for a period of seven years have to be statutorily required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Unclaimed Dividend in respect of the Financial Year 2026-2027 is due for transfer to Investor Education and Protection Fund on October 27, 2024 in terms of Section 124 of the Companies Act, 2013. Members who have not encashed their Dividends for the financial year ended March 31, 2017 or any subsequent year(s) are requested to lodge their claims with the Company. In respect of Dividend for the Financial Year ended

March 31,2017, it will not be possible to entertain claims which will be received by the Company after October 20, 2024. Also Company will have to transfer the shares of those shareholders who will not claim their dividend for Financial Year 2016-17 & subsequent years during the period of consecutive seven years. Members are advised that in terms of the provisions of Section 124(5) of the Companies Act, 2013, once unclaimed dividend & shares are transferred to IEPF, no claim shall lie against the Company in respect thereof. However members may apply for refund with the IEPF authority by making an application in the prescribed Form along with fee.

The Equity Shares continue to be listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Both these Stock Exchanges have nation-wide terminals and therefore, shareholders/Investors are not facing any difficultyin trading in the shares of the Company from any part of the country. The Company has paid annual listing fee up to the Financial Year 2023-2024 & 2024-2025 to BSE & NSE.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of a Director and other matters provided under Section 178(3) of the

Companies Act, 2013, adopted by the Board, is available on

Company's website i.e. www.orientpressltd.com.The details of composition, terms of reference of the Nomination and Remuneration committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report forming part of the Boards' Report.

Maintenance of Cost records as specified Government under sub-section (1) of Section 148 of the Companies Act, 2013 is applicable to the Company and accordingly such accounts and records have been made and maintained by the Company for the Financial Year ended March 31, 2024.

In conformity with the directives of the Central Government, the Company had appointed M/s Bhanwarlal Gurjar & Co., CMA, Surat, (Membership No. 22597), as the Cost Auditor u/s 148 of the Companies Act, 2013, for the audit of the Cost accounts for the Financial year ended on March 31, 2024 at a remuneration of Rs 2,50,000/- plus GST and reimbursement of actual expenses, if any. The remuneration is subject to ratification by members in the forthcoming Annual General

Meeting of the Company in terms of Section 148 of the

Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015.

40. Other Disclosures a) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors, its Committees, General Meetings & Postal Ballot. b) None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, Central Government , State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.