06 Aug, EOD - Indian

Nifty Bank 55411.15 (0.09)

Nifty IT 34426.25 (-1.74)

Nifty Pharma 21523.75 (-2.03)

Nifty Midcap 100 56749.75 (-0.80)

Nifty Smallcap 100 17662.6 (-1.13)

Nifty 50 24574.2 (-0.31)

SENSEX 80543.99 (-0.21)

Nifty Next 50 66181.35 (-0.87)

06 Aug, EOD - Global

NIKKEI 225 40794.86 (0.60)

HANG SENG 24910.63 (0.03)

S&P 6394.25 (0.90)

LOGIN HERE

companylogoKuantum Papers Ltd

You are Here : Home > Markets > CompanyInformation > Company Background
BSE Code : 532937 | NSE Symbol : KUANTUM | ISIN : INE529I01021 | Industry : Paper |


Directors Reports

Dear Shareholders,

Your Directors take pleasure in presenting the 28th Annual Report on the business and operations together with Audited Financial Statements of your Company for the financial year ended 31st March 2025.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2024-25 are given hereunder:

H ( in Lakhs)

Sales & other income

1,11,312.38

1,21,693.66

Operating Profit

24,867.58

33,870.49

Interest

3,930.00

4,284.70

Gross Profit

20,937.58

29,585.79

Depreciation

5,399.79

4,824.73

Profit (Loss) before tax

15,537.79

24,761.06

Provision for

- Current Tax

2,562.94

5,461.74

- Adjustment of Tax-Earlier Years

27.73

32.30

- Deferred Tax

1,429.04

884.45

Net Profit (Loss) after tax

11,518.08

18,382.58

Other comprehensive Income (Expense)

(13.47)

(61.72)

Total comprehensive Income/(Loss) for the year (Net of Income Tax)

11,504.61

18,320.86

DIVIDEND

Considering the satisfactory business operations coupled with satisfactory cash flows during the year under review, your Directors have proposed a dividend of H 3/- (i.e. @ 300%) per share (previous year H 3/- per share) on the Equity Shares of H 1.00 each for financial year 2024-25.

Subject to the provisions of Companies Act, 2013, final dividend on Equity Shares as recommended by the Board of Directors, if declared at the ensuing Annual General Meeting, will be paid within 30 days of the declaration of same.

OPERATIONAL PERFORMANCE HIGHLIGHTS

The financial year 2024–25 was a year of strong operational delivery and strategic execution for Kuantum Papers, reaffirming its position as one of the most efficient and resilient players in the Indian paper industry. The Company maintained high levels of asset utilization, achieved record production volumes, advanced its sustainability agenda, and delivered one of the industry's highest EBITDA margins—driven by disciplined cost management, integrated operations, and a focus on long-term value creation.

This performance is particularly noteworthy in light of the challenging external environment. The Indian paper industry faced significant headwinds, including a surge in low-priced imports that led to an oversupplied market and weakened domestic realizations. Simultaneously, input costs—especially for domestic wood—rose to unprecedented levels due to constrained supply chains and rising competition from other wood-dependent sectors. These adverse dynamics placed continued pressure on industry-wide profitability.

Despite these external pressures, Kuantum delivered a resilient and industry-leading performance. While Net Sales Realization (NSR) declined by approximately 13–14%, the Company effectively contained the drop in EBITDA margin to just 5.5%, recording a robust EBITDA margin of 22.4% among the highest in the Indian paper sector. This outcome underscores Kuantum's structural cost advantages, operational agility, and commitment to efficiency.

The Company achieved its highest-ever finished paper production of 160,861 MT, surpassing the previous year's 153,058 MT. This milestone was enabled by strong process stability and full-capacity operation of all paper machines. Both wheat straw and hardwood pulp mills operated at optimal levels, ensuring sustainable and cost-effective pulp production. The installation of Twin Roll Presses (TRPs) in both pulp lines significantly improved washing efficiency, reduced chemical consumption, and enhanced fibre yield—contributing to both cost reduction and environmental performance.

In a major water sustainability milestone, Kuantum commenced use of canal-based surface water in May 2024, in partnership with the Department of Water Resources, Punjab. This transition has substantially reduced dependence on groundwater and strengthened the Company's long-term water management strategy.

The Company also advanced its digital transformation journey through ‘Project Nirmaan', focused on embedding smart technologies across operations. The deployment of Advanced Process Control (APC) systems and Industry 4.0 tools has improved process stability, energy efficiency, and real-time decision-making—laying the groundwork for predictive maintenance and intelligent operations.

On the backward integration front, Kuantum recorded its highest-ever clonal sapling production of 44.88 lakh, with 40 lakh saplings distributed across more than 5,000 acres in five northern states. This initiative supports long-term wood security, promotes agro-forestry, and reinforces the Company's commitment to rural livelihoods and environmental stewardship.

In summary, FY 2024–25 was a year marked by resilience, innovation, and high performance for Kuantum Papers. The Company's balanced plant configuration, cost-efficient agro and wood pulping systems, and sustained investments in automation, digitalization, water security, and backward integration have strengthened its leadership position in profitability, sustainability, and future-ready manufacturing.

PROJECT & FUTURE OUTLOOK

In alignment with its strategic vision for sustainable growth and operational excellence, Kuantum Papers Ltd. has embarked on a transformative capital expenditure program of C 73,500 Lakhs. This comprehensive initiative is focused on modernizing existing infrastructure, expanding production capacities, integrating advanced technologies, and strengthening environmental and digital capabilities to future-proof operations.

The capital investment plan includes the modernization of all four paper machines, equipping them with state-of-the-art technologies to enhance productivity, energy efficiency, and product quality. To diversify its product portfolio and cater to evolving customer needs, the Company is establishing new converting and offline coating facilities, enabling entry into high-growth coated, flexible packaging base, and other specialty paper segments.

Major enhancements in the pulp mill are underway, including the implementation of a Displacement Digester System (DDS) in the hardwood line to improve yield, reduce steam consumption, and stabilize pulp quality. The upgradation of both agro and hardwood pulp mills, supported by new Twin Roll Presses and improved chip washing systems, is driving operational efficiency and sustainability.

On the utilities front, the recovery boiler is being modernized to meet evolving environmental norms, and a new lime kiln is being installed to support the chemical recovery cycle and improve operational stability. Energy efficiency upgrades in the power plant, including turbine enhancements and optimized fuel systems, are further reducing the Company's carbon footprint.

In water and effluent management, Kuantum has commissioned a dedicated canal-based water supply pipeline and Water Treatment Plant (WTP) equipped with advanced clarifiers and storage tanks to ensure sustainable water usage. Simultaneously, upgrades to the Effluent Treatment Plant (ETP) have enhanced wastewater treatment efficiency and regulatory compliance.

Complementing its physical infrastructure, the Company has accelerated its digital transformation journey. Under ‘Project Neev' Kuantum is deploying dataPARC, a data visualization and analytics platform, to drive real-time operational intelligence. Building on this foundation, ‘Project Nirmaan' is integrating Artificial

Intelligence (AI) and Advanced Process Control (APC) technologies into key manufacturing processes to boost efficiency, reliability, and predictive maintenance capabilities. These initiatives are being executed in a phased manner over two years, drawing on the collective expertise of global partners and in-house teams.

The financial closure for the overall Capex plan has been secured, with H 53,500 Lakhs sanctioned as project term loan ensuring timely implementation. All major projects are scheduled for completion by March 31, 2026.

Looking ahead, Kuantum Papers Ltd. is poised to emerge stronger, smarter, and more competitive. As the Indian economy continues upward trajectory and demand for sustainable, value-added paper grades accelerates, these initiatives are expected to yield substantial long-term benefits—including increased production capacity, improved cost efficiencies, superior product quality, and enhanced profitability. With execution progressing on all fronts and a robust foundation now in place, the Company is well-positioned to deliver enduring value to its stakeholders and reinforce its leadership in the Indian paper industry.

"Building on this strong operational foundation, the Company has initiated a forward-looking capital investment program to further accelerate growth and innovation."

RECOGNITION AND RESEARCH

Awards:

Kuantum Papers Ltd. has been recognized for its exemplary contributions to environmental stewardship, workplace safety, and energy efficiency. Some of the notable awards received by the company in recent years include:

Best Oral Paper Presentation for the study titled "Role and Suitability of Bamboo for the Pulp and Paper Industry."

Best Poster Presentation for the work on "Bamboo to Paper: Integrated Approach for Environmental Conservation."

Appreciation Award under the category ‘Best Energy Efficient Designated Consumer' (under the BEE PAT Scheme) by the Confederation of Indian Industry (CII) for the year 2024.

Publications:

The company's commitment to innovation and sustainability also reflected in its recent research contributions to reputed industry journals:

"Suitability of Casuarina Clone (CH-1) in Punjab" – Forestry Research and Engineering: International Journal, July 2024.

"Evaluating Ecologically Important Bamboo Species for the Pulp and Paper Industry" – Indian Journal of Soil Conservation, November 2024.

"Kuantum's Leap in the Paper Industry: Boosting Productivity and Quality with AI" – Indian Pulp and Paper Technical Association: The Official International Journal, February 2025.

These recognitions and publications underscore Kuantum's dedication to advancing sustainable practices, driving industry innovation, and contributing meaningfully to the scientific and industrial community. The company continues to set benchmarks in environmental responsibility and operational excellence, reinforcing its position as a leader in the pulp and paper sector.

INDUSTRY STATUS

Paper Industry is a significant player in the World Economy. The four key Paper categories are: Newsprint, Printing and Writing Papers, Paper Boards for packaging applications, Tissue Papers & other Specialty Papers. Packaging grades account for over 55% of consumption, Printing and Writing grades over 35%, Tissue Papers 7-8% and others about 2-3%. Tissue and Packaging grades are expected to witness higher growth rates, in the future.

The global pulp and paper market size is estimated at USD 379.58 billion in 2024 and is anticipated to reach around USD 551.15 billion by 2034, expanding at a CAGR of 3.80% from 2024 to 2034.

The global book publishing paper market size was estimated at USD 78.00 billion in 2024 and expected to rise to USD 105.91 billion by 2033, experiencing a CAGR of 3.4% during the forecast period.

Due to increased adoption of paper-based packaging materials, the wrapping & packaging segment is set to lead the paper market. Other significant sectors are sanitary segment backed by rising disposable income and awareness of personal hygiene in emerging economies.

The global paper packaging market was valued at USD 410.5 billion in 2024, with expectations to reach USD 596.5 billion by 2034, growing at a CAGR of 3.8%.

The Indian paper industry accounts for about 5% of the world's production of paper. The estimated annual turnover of the industry is H 80,000 Crore and its tax contribution to the exchequer is around H 5,000 Crore. The industry provides direct employment to 0.5 million persons, and indirectly to around 1.5 million.

Most of the paper mills are in existence for a long time and hence present technologies fall in a wide spectrum ranging from oldest to the most modern. The mills use a variety of raw material viz. wood, bamboo, recycled fibre, bagasse, wheat straw and grasses. In terms of share in total production, approximately 18% are based on wood, 73% on recycled fibre and 9% on agro residues. The geographical spread of the industry, as well as market, is mainly responsible for the regional balance of production and consumption.

The paper Industry holds immense potential for growth in India as the per capita paper consumption in India at around 15-16 kg, which is way behind the global average of around 57 kg (200 + kg for developed countries). India is the fastest-growing market for paper globally and it presents an exciting scenario. Paper consumption is poised for a big leap forward in sync with economic growth. The futuristic view is that growth in paper consumption would be in multiples of GDP and hence an increase in consumption by one kg per capita would lead to an increase in demand of 1 million tonnes. Healthy demand for Printing and Writing paper and firm realisations are further expected to drive growth for this segment of paper manufacturing companies.

India's paper industry, the 15th largest globally, is set to grow significantly, with a projected market value of USD 19.1 billion by 2033, driven by rising demand.

However, there was a downtrend observed in the paper industry in FY25 on the back of fall in the realizations despite higher input costs on the back of increased competition from imports. The domestic paper market faced an oversupply issue, primarily caused by a significant rise in net imports, particularly from China and ASEAN countries, which reduced realisations. Furthermore, the cost of raw materials (domestic wood) surged to unprecedented levels as other wood-based industries heightened their demand, coinciding with a decreased wood supply. This combination of increased imports and soaring wood prices severely pressured the profit margins of paper manufacturers.

However, rebound is expected as the adoption of New Education policy is likely to boost the demand for WPP segment along with increasing penetration of specialized and conventional packaging in sectors such as FMCG, healthcare, e-commerce, pharmaceuticals, etc. Other key demand factors will include a focus on innovative and attractive packaging and the shift from plastic to paper-based packaging in the FMCG and food & food product sectors.

NATIONAL EDUCATION POLICY 2020

The Government announced the new National Education Policy (the NEP 2020) to focus on providing education that is equitable, accessible, high-quality and affordable. The New Education Policy was implemented in academic year 2023-24. With the gradual implementation of the NEP, rise in the education spend by the Government, and increased thrust on education through initiatives such as Sarva Shiksha Abhiyaan/ Education of All, the Printing & Writing paper demand is expected to increase sharply. The policy acts as a roadmap to revolutionize schooling and higher education in India that will support and foster a lifelong learning culture to maximize the rich talents and resources the country has to offer. The NEP 2020 is a giant leap in a list of initiatives taken by the government in achieving Goal 4 (SDG4) of the 2030. The policy recognises the ever-changing knowledge and employment landscape in our global ecosystem and focuses on curricular and pedagogy reform, aligning it with international standards and making India a vibrant knowledge economy and a nation of thought leaders. The impending changes in the education policy and curriculum, alongwith the introduction of textbooks in 22 languages in alliance with NCERT and Ministry of Education are bound to create a huge demand for Writing and Printing paper to meet the needs of new Indian education system.

BAN ON SINGLE USE PLASTIC

The ban on the use of plastics in a wide variety of applications that has been put in place by the Govt of India with effect from July 01, 2022, has given a big boost to paper production for new paper products, which will provide the most sustainable and right replacement of single use plastics. These new varieties of paper qualities are finding their way into the market, filling up the huge gap left behind by the plastic ban.

PAPER IMPORT MONITORING SYSTEM (PIMS)

To regulate the import of paper as also to promote the flagship schemes like "Make in India" and "Atmanirbhar Bharat," the Government has brought the imports of paper under compulsory registration from the 1st October 2022. The import policy of major paper products, such as newsprint, handmade paper, wallpaper base, duplicating paper, coated paper, uncoated paper, Maplitho and offset paper, excluding currency paper, bank bonds and cheque paper and security printing paper, has been amended from ‘Free' to ‘Free subject to compulsory registration under Paper Import Monitoring System' by the Directorate General of Free Trade.

FINANCE

(i) Term Loan for Capex Project

The capex project of H 73,500 Lakhs for mill wide upgradation & modernization are being funded by mix of debt & internal accruals. The Company has successfully tied-up loan amount of H 53,500 Lakhs for execution of the project & balance H 20,000 Lakhs shall be infused in the form of internal accruals.

(ii) Working Capital

Banks have sanctioned/renewed the working capital limits amounting to H 15,655 Lakhs (fund based H 9,000 Lakhs, non-fund based H 6,655 Lakhs) during the year under review.

(iii) Fixed Deposits

As on 31 March 2025, your Company had Fixed Deposits of H 2935.65 Lakhs. There were no overdue deposits as on 31

March 2025. The above deposits have been accepted for a period of 1 year to 3 years as per the Fixed Deposit Schemes duly approved by the Board of Directors pursuant to the compliance of the provisions of Sections 73 to 76 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014.

Details of Deposits:

J in Lakhs

Accepted during the year (excluding

126.06

renewals)

Accepted during the year including renewals

1,639.81

Remained unpaid or unclaimed as at the end

Nil

of the year

Whether there has been any default in

repayment of deposits or payment of interest

thereon during the year and if so, number of

such cases and the total amount involved

(i) at the beginning of the year;

Nil

(ii) maximum during the year;

Nil

(iii) at the end of the year;

Nil

The details of deposits which are not in

Nil

compliance with the requirements of Chapter

V of the Act

EXTERNAL CREDIT RATING

During the year under review, CARE Ratings Limited (CARE) has reviewed the external credit rating for the Long-Term, Short- Term Bank facilities and Fixed Deposits of the company and has reaffirmed the rating with stable outlook. The updated facility wise rating is as under:

Facilities

Amount (J in crore)

Rating

Rating Action

Long Term Bank Facilities

856.94

CARE A; Stable (Single A;

Reaffirmed and removed from Rating Watch

Outlook: Stable)

with Developing Implications;

Stable outlook assigned

Short Term Bank Facilities

66.55

CARE A1 (A One)

Reaffirmed and removed from Rating Watch

with Developing Implications

Fixed Deposit

33.22

CARE A; Stable (Single A;

Reaffirmed and removed from Rating Watch

Outlook: Stable)

with Developing Implications;

Stable outlook assigned

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF BOARD REPORT

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

HOLDING / SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint ventures or associate company within the meaning of the Companies Act, 2013. Kapedome Enterprises Limited is the holding company having 66.51% equity capital of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per requirement of Section 135 of the Companies Act, 2013 read with Schedule VII of the said Act and further read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has a duly constituted "Corporate Social Responsibility Committee" consisting of following persons as Members/ Chairman:

1. Mr Pavan Khaitan (Chairman) -Non-Independent, Executive Director

2. Ms Shireen Sethi -Independent, Non-Executive Director

3. Mr Bhavdeep Sardana -Independent, Non-Executive Director

In pursuance of the Companies Act, 2013 and in alignment with its vision, the Company through its CSR initiatives will continue to enhance value creation in the society and in the areas in which it operates, through its services, conduct and initiatives, so as to promote sustained growth for the society and community.

During the year under review, the Company has spent an amount of H 360.36 Lakhs against the CSR obligation of H 359.49 Lakhs. Details about the CSR policy and initiatives taken by the Company during the year are available on your Company's website www.kuantumpapers.com. The Report on CSR activities is given in Annexure-1 forming part of this Report.

The Company has spent more than the expenditure required to be spent on CSR Activities under Section 135 of the Companies Act, 2013 read with relevant Rules thereto.

VIGIL MECHANISM / WHISTLE BLOWER

Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called the ‘Whistle Blower Policy' for Directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation or the Company's code of conduct or ethics policy. In line with this requirement, the Company has framed a "Whistle

Blower Policy", which is placed on the Company's website i.e. www.kuantumpapers.com. No complaint has been received during the year under review.

RISK MANAGEMENT

In line with the new regulatory requirements, the company has framed a ‘Risk Management Policy' to identify and assess the key risk areas, monitor, and report compliance and effectiveness of the policy and procedure. A Risk Management Committee has also been constituted to oversee this process. Pursuant to Section 134(3) of the Act and Regulation 21 of SEBI (LODR) Regulations, 2015, Risk Management Committee was in place, comprising (i) Mr Pavan Khaitan (Chairman) Non-Independent, Executive Director, (ii) Ms. Shireen Sethi, Independent Director and (iii) Mr Bhavdeep Sardana, Independent Director.

During FY 2024-25, two Meetings were held on 11th April, 2024 and 04th November, 2024, wherein, relevant mitigation measures identified for the Company were reviewed and discussed.

The Company believes that managing risks helps in optimising returns. A risk management framework has been developed and implemented by the Company for identification of elements of risk if any, which in opinion of Board may threaten the existence of the Company. It aims to identify commodity prices, price fluctuation of raw material and finished goods, Credit Risks, Inflation, Strategic Risks, etc. The effectiveness of risk management framework and system is periodically reviewed by Board of Directors of the Company. At present, in the opinion of the Board of Directors, there exists no risks which may threaten the existence of the Company.

The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure organisational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.

The Risk Management Committee is regularly informed about the potential risks, their assessment and minimisation procedures. The Board frames a plan for elimination / minimisation of the risk and further lays out the steps for implementing and monitoring of the risk management plan The Company is taking all the appropriate steps to avoid the risks that arise in the Company.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's risk management systems and programs comprises of various processes, structures and guidelines which assist the Company to identify, assess, monitor, and manages its risks, including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of the Company's Management and the Risk Management Committee to oversee and manage these Programs. Details of the various risks, which can affect the Company's business and the management's perception, are more elaborately given in the ‘Management Discussion & Analysis' attached to this Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Effective and strong internal financial control systems are developed in the Company for all the major processes to ensure reliability of financial reporting, safeguarding of assets and economical and efficient use of resources as also the compliance of laws, regulations, policies and procedures. The Company's internal control systems are reviewed by an independent firm of Chartered Accountants. The firm independently evaluates the adequacy of internal financial controls through periodic reviews that cover all the functions and processes through reviewing major transactions. They report directly to the Audit Committee which ensures complete independence.

The Company has designed and implemented a process driven framework for Internal Financial Controls. For the year ended on March 31, 2025, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations. During the year, such controls were tested and were operating effectively.

All the relevant Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors.

Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Management assessed the effectiveness of the Company's internal control over financial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 31, 2025. The Statutory Auditors of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in Section 143 of Companies Act 2013).

CHANGES IN CAPITAL STRUCTURE

There were no changes in the Share Capital during the year under review. The Company has neither issued any shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares nor the Company has made any Public/ Rights/ Bonus/Buy back of Equity Shares of the Company. As on 31st March, 2025, the paid up Equity Share Capital of the Company stood at H 8,72,63,630 divided into 8,72,63,630 equity shares of face value of H 1/- each.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2025 were as under:

1. Mr. Pavan Khaitan , Vice Chairman & Managing Director

2. Mr. Vikram Kumar Khaitan, CFO (w.e.f. 05th November, 2024)

3. Mr. Gurinder Singh Makkar, Company Secretary

RELATED PARTY TRANSACTIONS

During the year under review, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which could have potential conflict with the interest of the Company at large. All contracts / arrangements transactions entered into by the Company during the financial year under review with related parties were at an arm's length basis and in the ordinary course of business. Necessary disclosures as required under the Accounting Standards have been made in the Financial Statements.

During the year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions (transactions where the value exceeds H 1,000 Crores or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC–2 in terms of section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended.

Statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The Audit Committee as well as all the Directors who were Independent Directors approved the same. The policy on Related Party Transactions as approved by the Board can be accessed on the Company's website at link https://www.kuantumpapers.com/wp-content/uploads/2024/11/Related-Party-Transaction-Policy.pdf

All the related party transactions are done at arm's length and pertain to FY 2024-25.

Members may refer Notes to the Financial Statements, which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

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

There are no significant material orders passed by the Regulators, Courts or Tribunals, which would impact the going concern status of the Company and its operations in future.

AUDIT COMMITTEE

As on date, the Audit Committee of the Board consists of Four Directors, with three of them being Independent Directors. The Chairman of the Audit Committee is Mr. Vivek Bihani, Independent Director and the Members are Mr. Bhavdeep Sardana, Independent Director, Ms. Shireen Sethi, Independent Director and Mr. Pavan Khaitan, Executive Director. An Independent Director is the Chairperson of the Committee.

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provision of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the top 1,000 listed entities based on market capitalisation shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in annual report.

Though, now the Company is not covered among top 1,000 listed entities as at 31st December, 2024 and 31st March, 2025, yet in terms of Regulation 3(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015, the duly approved Dividend Distribution Policy is in place. The Policy can be accessed on the Company's website at weblink: https://www.kuantumpapers.com/ wp-content/uploads/2024/12/Dividend-Distribution-Policy.pdf.

CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2024-25, Shri Drishinder Singh Sandhawalia resigned as Non-Executive Director and Mr. Munishwar Kumar was appointed as Non Executive Director of the Company.

Further, during the financial year 2024-25, the Shareholders of the Company, by way of Special Resolution passed on 25th May, 2024, through Postal Ballot, duly approved the Re-appointment of Mr. Pavan Khaitan as vice Chairman & Managing Director for a period of three years w.e.f. 01st April, 2024.

During the year 2024-25, Shri Roshan Garg resigned from the post of Chief Financial Officer (CFO) and Key Managerial Personnel of the Company w.e.f. close of business hours of 04th November, 2024, on account of personal reasons. Mr. Vikram Kumar Khaitan was appointed as Chief Financial Officer (CFO), a Key Managerial Personnel, categorized as Senior Management Personnel, of the Company w.e.f. 05th November, 2024.

Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Jagesh Kumar Khaitan, Director shall retire by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to act as Independent Director under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant rules.

Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.

In terms of Regulation 25(8) of SEBI Listing Regulations, Independent Directors have 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. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company .

Further, the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the Independent Director Databank maintained by the Indian Institute of Corporate Affairs (IICA) and hold valid certificate of registration.

INDUCTIONS & TRAINING OF BOARD MEMBERS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarized the Independent Directors in the following areas:

a. Nature of the industry in which the entity operates; b. Business model of the entity; c. Roles, rights, responsibilities of independent directors

Presentations are made to the Board/Committees of the Board on regular intervals which, inter alia, cover business strategies & reviews, operations, Industry developments, management structure, quarterly and year to date financial results, budgets/business plans, review of Internal Audit and risk management framework.

Your Company follows a structured familiarisation programme through various reports and internal policies for all the Directors with a view to update them on the Company's policies on a regular basis. Letter of Appointment(s) are issued to Independent Directors setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Director is taken through a formal induction program including the presentation from the Executive Directors on the Company's manufacturing, marketing, finance and other important aspects. All our Directors are aware and also updated, whenever required, of their role, responsibilities and obligations under the provisions of the Companies Act, 2013 and Rules made there under an Agreement/ Regulation 25 of the Listing Regulations, 2015. The details of the Familiarisation Programmes for Independent Directors are made available on Company's website at the web link: https://www.kuantumpapers.com/wp-content/ uploads/2025/05/Familiarisation-Programme.pdf

PERFORMANCE EVALUATION OF THE DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS

Nomination, Remuneration and Evaluation Policy has been framed by the Nomination and Remuneration Committee. This Committee has laid down the criteria for performance evaluation of the individual Directors as well as the Board. The framework of performance evaluation of the Directors captures the following points.

(a) Performance of the directors and key attributes of the Directors that justify his/her extension/continuation on the Board of the Company.

(b) Participation of the Directors in the Board proceedings and their effectiveness.

( ) Fulfilment of the independence criteria and their independence from the management as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or enactment thereof for the time being in force) in case of Independent Directors.

The Board adopted a formal mechanism for evaluating its performance as well as of its Committees and individual Directors including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligation, governance issues, participation and effectiveness.

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees on the evaluation criteria defined by the Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors. The Board's functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the Management outside Board/ Committee Meetings.

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law or SEBI (LODR) Regulations, 2015 to be placed before the Board, have been placed, the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, whether the Board regularly reviews the investors grievance redressal mechanism and related issues, Board facilitates the independent directors to perform their role effectively etc. The criteria for evaluation of committee include taking up roles and functions as per its terms of reference, independence of the committee, policies which are required to frame and properly monitored its implementation, whether the committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

During the year under review, a meeting of Independent Directors was held on 11th February, 2025. The performance of the Non-

Independent Directors and the Board as a whole vis- ?-vis the performance of the Chairman of the Company was reviewed by the Independent Directors.

DISCLOSURES ON BOARD EVALUATION: i. Observations of Board Evaluation carried out for the year:

In conformity with the evaluation policy and laid down parameters, the overall contribution of each Director was assessed as satisfactory and appreciable. The suggestions, participation, involvement and constant efforts of each director in the light of the business operations and overall growth and development of the Company was really significant.

ii. Previous year's observations and actions taken:

There were no observations of the Board with regard to the previous year. However, it has been the endeavor of the Board of Directors of the Company to attain the highest level of transparency, accountability and integrity as well as utmost applicable legal and ethical standards in the functioning of the Company with a view to create value that can be sustained continuously for the benefit of its stakeholders.

iii. Proposed actions envisaged:

The Company proposes to hold more trainings, presentations and interactions enabling the Directors to uphold highest standards of integrity & probity and strict adherence of the Companies Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, and other rules and regulations besides Company's Code of Conduct as also to strive for constructive, effective and value-added deliberations at the meetings as also to consistently strive to implement best corporate governance practices reflecting its strong value system and ethical business conduct.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with Section 149(8) of the Act read along with Schedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors separately met on 11th February, 2025.

The Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board and of Non- Independent Directors, as required under the Act and the Listing Agreement. The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company Management and the Board of Directors of your Company.

All the Independent Directors were present at the Meeting.

NOMINATION, REMUNERATION AND EVALUATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection, appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management. Details of the Nomination and Remuneration Committee are given in the Corporate Governance Report. The Nomination, Remuneration and Evaluation Policy as approved by the Board is placed on the Company's website i.e. www.kuantumpapers.com.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT AND CHILD LABOUR

The Company's Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

2024-25 Annual Report

Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed there under.

Internal Complaints Committees have also been set up to redress complaints received regarding sexual harassment. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

Sr. No. Category

No. of complaints during financial year 2024-25

No. of complaints pending as at end of year 2024-25

1 Child labour / forced labour / involuntary labour

The Company does not hire Child

Not Applicable

Labour, Forced Labour or involuntary

Labour (No Case Reported)

2 Sexual Harassment

No reported case

Not Applicable

3 Discriminatory Employment

No reported case

Not Applicable

STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE

In terms of Companies (Accounts) Amendment Rules, 2018, it is hereby stated that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The Board meets at regular intervals to discuss and decide on Company's business operations, policies and strategy apart from other Board businesses.

During the year, 5(Five) Board Meetings and 5 (Five) Audit Committee Meetings were convened and held. Details of the number of meetings of Board of Directors and committees thereof and the attendance of the Directors in such meetings are provided under the Corporate Governance Report that forms part of the Annual Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time. Pursuant to the circular relating to the "enforcement of SEBI Order regarding appointment of directors by listed companies" dated June 20, 2018, none of the director of the Company, is debarred from holding the office of director pursuant to any SEBI order.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), Management Discussions and Analysis report ("MD&A Report") providing a detailed overview of your Company's performance, industry trends, business and risks involved is provided separately and forms part of Annual Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following are the Committees statutorily constituted by the Board and function according to their respective roles and defined scope:

Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance which forms part of the Annual Report.

Apart from above statutory committees, the Board of Directors has also a non-statutory committee viz. Finance Committee.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company's website at www.kuantumpapers.com.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

DEMATERIALISATION OF SHARES

As on March 31, 2025, 99.31% Equity Shares were in dematerialised form with National Securities Depository Limited and Central Depository Services (India) Limited and rest 0.69% were in physical form.

INSURANCE:

The properties/assets of your Company are adequately insured.

INDIAN ACCOUNTING STANDARDS

The financial statements of your Company are prepared in accordance with the Indian Accounting Standards (‘Ind- AS') pursuant to the Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015.

STATUTORY AUDITORS & AUDITOR'S REPORT

M/s O P Bagla & Co. LLP, Chartered Accountants, (Firm Registration No. 000018N/N500091), Statutory Auditors of the company were appointed for a period of five years by the shareholders of the Company to hold office from the conclusion of the 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting. Being eligible as a Firm, for re-appointment as Statutory Auditors of the Company, they have expressed their consent and eligibility for being re-appointed for a second term of consecutive five years w.e.f. the conclusion of ensuing 28th Annual General Meeting until the conclusion of 33rd Annual General Meeting, subject to the approval of shareholders at ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has received a written consent from the Auditors to their continued appointment and also a certificate from them to the effect that their existing appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and rules made thereunder.

The Auditors report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark. The Notes on Accounts referred to in the Annexure to the Statutory Auditor's Report are self-explanatory and do not call for any comments.

The details relating to fees paid to the Statutory Auditors are given in the Financial Statements and Corporate Governance Report in the Annual Report.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

In terms of Companies (Accounts) Amendment Rules, 2018, a Disclosure is hereby made that maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

COST AUDITORS

M/s R.J. Goel & Co., Delhi were appointed as Cost Auditors for conducting the cost audit of the Company for the year ended 31st March 2025. The Company's Cost Audit Report for the year ended 31st March 2024 was duly filed during the financial year 2024-25 within stipulated period. The Board of Directors has on the recommendation of Audit Committee, appointed the said firm as Cost Auditors of the Company for the financial year 2025-26. For the year 2024-25, the Cost Audit report shall be duly filed within prescribed time.

SECRETARIAL AUDITORS & REPORTS

M/s S.K. Sikka & Associates, Company Secretaries were appointed as Secretarial Auditors to conduct Secretarial Audit of the Company and they have submitted the Secretarial Audit Report for the year ending 31st March, 2025 which is annexed to this Board's Report as Annexure-4.

As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in addition to the above- mentioned Secretarial Audit Report, listed company is also required to obtain an Annual Secretarial Compliance Report from a practicing Company Secretary w.r.t. the compliances of all applicable SEBI Regulations, amendments, circulars or guidelines etc. by the Company. Accordingly, the same has been obtained from M/s S.K. Sikka & Associates, Company Secretaries and filed with the concerned Stock Exchanges. The said Secretarial Audit Report or Report on annual secretarial compliances does not contain any qualification, observation reservation or adverse remark made by the Secretarial Auditor.

Further pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, read with Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018, the Company is required to obtain a certificate from Practicing Company Secretary that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The said Certificate has been obtained from the M/s S.K. Sikka & Associates, Company Secretaries, which is given at Annexure-7 and forms part of Board's Report.

Pursuant to Section 204 of the Companies Act, 2013 further read with amended Regulation 24A of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 M/s S.K. Sikka & Associates, Company Secretaries have been appointed as the Secretarial Auditors to conduct Secretarial Audit of the Company for a period of five consecutive years w.e.f. the conclusion of ensuing 28th AGM until the conclusion of 33rd AGM to be held in year 2030, subject to the approval of shareholders at ensuing 28th AGM.

INTERNAL AUDITOR

Internal Audit for the year ended 31st March, 2025 was done by M/s A. Gandhi & Associates, Chartered Accountants and Internal Audit Report for every quarter was placed before the Audit Committee. The internal financial controls were adequate and operating effectively in the Company.

DIRECTORS AND OFFICERS INSURANCE (D &O)

As per the requirements of Regulation 25 (10) of the SEBI further read with Regulation 3(2) of Listing Regulations, applicable to the Company, the Company has taken Directors and Officers Insurance Policy (D & O) for all of its Directors.

UNCLAIMED SUSPENSE ACCOUNT

Details pertaining to the shares in ‘Unclaimed Suspense Account' in Compliance with the terms of SEBI (LODR) Regulations, 2015 are given in the Report on Corporate Governance annexed with this report.

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR

During the year under review, two Special Resolution were passed through postal Ballot process on 25th May, 2024, for reappointment of Mr. Pavan Khaitan as vice Chairman & Managing Director for a period of three years w.e.f. 01st April, 2024 and on 18th December, 2024 for appointment of Shri Munishwar Kumar(DIN: 00434341) as Non-Executive Director.

DECLARATION REGARDING CODE OF CONDUCT

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by CEO/ Vice Chairman & Managing Director of the Company is annexed at Annexure-9 and forms part of this Annual Report. The said code is available at the Company's website i.e. www.kuantumpapers.com.

DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

Details of Remuneration including Commission received only from the Company by Managing/Whole Time directors are given in Corporate Governance Section which forms part of Annual Report. In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has received any commission from the holding company. The Company is not having any subsidiary and hence the same is not applicable to the Company.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed at Annexure-5 and Annexure-6 respectively and form part of the Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the provision of the Section 124 & 125 and other applicable provisions of the Act, dividends that remain unpaid / Unclaimed for a period of consecutive 7 years, are required to be transferred to the account administered by the Central Government viz. Investor Education and Protection Fund

("IEPF"). Further, according to the said Rules, the shares on which Dividend has not been encashed or claimed by the Members for 7 consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, the abovestated unpaid dividends and shares requiring transfer to Investor Education and Protection Fund during the year 2024-25, have been duly transferred.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year March 31, 2025 is uploaded on the website of the Company and can be accessed at www.kuantumpapers.com under the weblink i.e. https:// www.kuantumpapers.com/wp-content/uploads/2025/05/ MGT-7-2024-25.pdf

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to general reserves. Capital Redemption Reserve have been created in accordance with Companies Act, 2013 at the time of redemption of preference shares by transferring amount equal to nominal value of preference shares so redeemed from surplus balance of profits.

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute "forward looking statements". These forward-looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-2 which forms part of this Report.

PERSONNEL

Relationships with the employees remained cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees at all levels to the operations and in establishing operational efficiencies of the Company during the year under review.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the statement annexed herewith as Annexure-3 and forms part of this Report. The information required pursuant to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of H 102 Lakhs per annum if employed throughout the year and H 8.50 Lakhs per month if employed for part of the year, is given in the statement annexed herewith as Annexure-3.

As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing other Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

LISTING OF SECURITIES

The securities (Equity Shares) of the Company are listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the listing fees to the BSE and NSE up to the financial year 2025-26.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There had been no loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 requiring particulars. Details of loans from Banks/FIs/ Directors, are provided in Financial Statements and Notes thereto.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors including financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2024-25.

Accordingly, pursuant to Section 134(3)(C)read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability state that:

(i) in the preparation of the annual accounts for the year ended

31 March 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures;

(ii) such accounting policies have been selected and applied consistently and judgments 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 as at 31st March 2025 and of the profit of the company for the year ended on that date.

(iii) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) 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.

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)

As at 31st March, 2025, the Company is not covered amongst top 1000 listed entities based on market capitalisation, yet in terms of Regulation 34(2)(f) further read with Regulation 3(2) of the Listing Regulations, Business Responsibility and Sustainability Report (BRSR) of the Company for FY 2024-25 is annexed at Annexure-10 of Board's Report and forms part of Annual Report of the Company.

INSOLVENCY & BANKRUPTCY CODE, 2016

There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016, which impacts the business of the Company.

DIFFERENCE IN AMOUNTS OF VALUATIONS, IF ANY

There were no instances where your Company required the valuation for one time settlement or while taking any loan from the Banks or Financial Institutions. The Company has not made any onetime settlement during the Financial Year 2024-25 with Banks or Financial Institution.

ACKNOWLEDGMENT

Your Directors convey sincere thanks to the various agencies of the Central and State Governments, Banks and other concerned agencies for all the assistance and cooperation extended to the Company for their continued support. The Directors also deeply appreciate and acknowledge the trust and confidence the vendors, suppliers, dealers, customers, shareholders and investors reposed in the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

For and on behalf of Board of Directors of Kuantum Papers Limited

(CIN: L21012PB1997PLC035243)

Jagesh Kumar Khaitan

Dated: 20th May, 2025 Chairman Place: Chandigarh DIN: 00026264

ANNEXURE-2

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

(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014)

I. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy:

Replaced Air Preheater in Boiler 5, improving thermal efficiency and lowering power usage below 10% of total generation.

Achieved reduced auxiliary power/MT of HP steam (from 21.37 to 20.73 kWh/MT) and reduced HP steam generation per MT of paper by 4%.

Reduced soot blowing in recovery boiler, saving 5 MT/ day of HP steam.

Condensate Polishing Unit installed – 350 KL/day water saved, 0.5% auxiliary steam reduction.

Installed multiple VFDs (Variable Frequency Drives) on plant systems and WTP pumps, saving a total of over 2,517 kWh/day.

Installed Star-Delta converters on underloaded motors and replaced IE1/re-wound motors with IE4 motors.

Upgraded outdated DC systems to energy-efficient AC technology (e.g., PM4 Lenox Rewinder).

Energy Management System and DataPARC integration enabled real-time monitoring and energy optimization.

MACS boiler automation reduced steam losses and improved oxygen control.

Power optimization at chemical recovery plant – resulted in savings of 364 kWh/day.

False ceiling and closed dryer hoods are installed at PM1/2/3 enhanced thermal efficiency.

PM4 rewinder upgraded from DC to energy-efficient AC drives.

LED lighting was implemented across plant and colony.

(ii) The steps taken by the company for utilising alternate sources of energy:

The company generates steam from chemical recovery boiler wherein black liquor dry solids (by product of wood and agro cooking process) are fired to generate steam and the same which is confirmed as Renewable Biomass source.

(iii) The capital investment on energy conservation equipment:

During the year the company invested H 353.92 lakhs, covering key upgrades across the plant, including the installation and integration of an Energy Monitoring System with DataPARC, transformer overhauls and replacement, electrical augmentations at the ETP and 66kV substation, replacement of IE1 motors with high-efficiency IE4 motors, and the installation of Variable Frequency Drives (VFDs) across the facility.

II. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption:

Advanced Process Control (APC) introduced in Boiler 5 to reduce fuel consumption and in bleaching plants to reduce chemical consumption and enhance product quality.

Twin Roll Presses installed in Agro and Wood Street of pulp mill, reduced freshwater usage by 4 m_/ton of paper.

Full-scale mill digitization using DataPARC – real-time dashboards for pulp, paper, and power operations. Energy Monitoring System integrated with DataPARC enabled real-time tracking of energy KPIs.

Adopted advanced condition monitoring tools: thermal imaging, vibration analyzers, IoT sensors for predictive maintenance.

Electricalgridreliabilityenhancedviarelaycoordination, short circuit, and load flow studies using ETAP.

Installed chip washing system for veneer chips for improving pulp quality and reliability.

Trials conducted with digester and wash aid additives to optimize chemical usage and wood fiber quality.

PM1–PM3 upgraded with new hoods, false ceilings, and closed systems to improve thermal efficiency and product quality.

Installed pressure screens and upgraded centricleaners at PM1 & PM2 to reduce fiber loss and improve product quality.

PM4 enhanced with new vacuum pumps, heat exchanger, suction couch roll doctor, and electromechanical stretchers to improve efficiency.

Upgraded utility cooling towers and enabled 100% canal water use in softeners.

DM plant conversion to canal water – reduced chemical usage and cut cost by 30%.

Reused 800 KLD of treated ETP water for chip washing.

New HRSCC clarifier installed for wheat straw washing to improve washing efficiency to reduce silica and chlorides.

Online CIO? dosing introduced for process water for precision disinfection.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

The initiatives have benefited the company in terms of energy savings, environmental protection, enhanced product quality, higher customer satisfaction, reduced breakdowns and product development.

(iii) In case of imported technology (Imported during the last 3 years reckoned from the beginning of the financial year):

The details of these imported technologies are as under:

1. a) The details of the technology imported

DataPARC system for entire process data integration to create the single platform for accessing of the data and helping the process for advanced process control and process variable analysis purpose.

b) Year of import

2024-25

c) Has technology been fully absorbed?

Yes

d) If not fully absorbed, areas where absorption has not taken place, and the reasons there of

Not applicable

2. a) The details of the technology imported

Twin Roll -E press in agro and wood pulping: To improve pulp washing efficiency, reduced water consumption and reduced COD levels in pulp feeding to the bleaching. TRPE to wash the ODL pulp reducing the carry over residual chemicals, making it easy to bleach both in agro and wood pulping stages.

b) Year of import

2024-25

c) Has technology been fully absorbed?

Yes

d) If not fully absorbed, areas where absorption has

Not applicable

not taken place, and the reasons there of

(iv) TheexpenditureincurredonResearchandDevelopment:

During the year the company has spent H 383.42 lakhs on Research & Development. The company has performed various Research and Development activities.

Developed premium grades: Kosmo Litho BT & SPX, Konquer (copier), Kosmo EXP (diary), Kappa Premium III CRP.

Introduced Copier EXP with higher agro pulp for improved sustainability.

Pigment dye transition for stability and color retention.

Single-dye innovation for colored paper improved consistency and reduced complexity.

Modified starch used to lower chemical costs and improve efficiency.

R&D activities in Plantation:

Evaluated Vietnamese acacia chips; studied pulping & bleaching across 16 bamboo species (11 viable).

Clone production capacity expanded to 40 lakhs plants/ year with further expansion to 60 lakhs planned.

Developed Melia dubia and Subabul clones for pulp trials.

Distributed 2,000 bamboo seedlings to farmers

Standardized Apical Cutting method for Eucalyptus – 1.5 lakh plants distributed.

Trial planting of new Eucalyptus clone (E-3) to assess adaptability and pulping suitability.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

- Foreign Exchange Earnings: H 7,185.95 Lakhs

- Foreign Exchange Outgo: H 12,445.66 Lakhs

For and on behalf of Board of Directors of Kuantum Papers Limited

(CIN: L21012PB1997PLC035243)

(Jagesh Kumar Khaitan)

Place: Chandigarh Chairman Dated: 20th May, 2025 DIN: 00026264

ANNEXURE-3

Particulars of Employees

PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

S.No. Requirements of Rule 5(1)

Details Name

Ratio

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

Mr. Jagesh Kumar Khaitan Mr. Pavan Khaitan

67.73: 1 163.51:1

(ii) The percentage of increase / Decrease in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company

Secretary or Manager, if any, in the Financial Year;

Mr. Jagesh Kumar Khaitan (Chairman) Mr. Pavan Khaitan (VC & Managing Director) Mr. Roshan Garg (CFO) (Resigned w.e.f. 04.11.2024) (Annualized %) Mr. Vikram Kumar Khaitan (CFO) (Appointed w.e.f. 05.11.2024) Mr. Gurinder Singh Makkar (Annualized %)

-11.84% 17.26% 22.96% N.A. 12.56%

(iii) The percentage increase in the median remuneration of employees 8.68%

(iv) The number of permanent employees on the rolls of company;

1,356 employees as on 31.03.2025.

(v) Average percentile increase/decrease already made in the salaries

- Average percentage increase in the managerial

of employees other than the managerial personnel in the last

remuneration : 18.19%.

financial year and its comparison with the percentile increase in the

- Average percentage increase already made in the

managerial remuneration and justification thereof and any exceptional

salaries of employees other than the managerial

circumstances for increase in the managerial remuneration:

personnel in the last financial year: 10.23%

The increments given to employees are based on

their potential, performance and contribution, which

is benchmarked against applicable industry norms.

Average increase in remuneration for employees other

than Managerial Personnel is in line with the industry

peers and is also outcome of market competitiveness.

(vi) The key parameters for any variable component of remuneration

The key parameters for the performance based pay/

availed by the directors.

variable component of remuneration are considered by

the Board of Directors based on the recommendations

of the Nomination and Remuneration Committee and

are linked to short-term performance against the annual

plan, further subject to organisational policies of the

company and terms and conditions agreed with directors.

(vii) Affirmation that the remuneration is as per the remuneration policy

It is hereby affirmed that the remuneration paid is as per

of the company

the Remuneration Policy for Directors, Key Managerial

Personnel and other Employees.

For and on behalf of Board of Directors of Kuantum Papers Limited

(CIN: L21012PB1997PLC035243)

Jagesh Kumar Khaitan

Place: Chandigarh Chairman Dated: 20th May, 2025 DIN: 00026264

ANNEXURE-9

DECLARATION REGARDING COMPLIANCE OF CODE OF CONDUCT

I, Pavan Khaitan, Chief Executive Officer of Kuantum Papers Ltd, hereby confirm that the Company has obtained from all the members of the Board and Senior Management team, an affirmation of compliance with the Code of Conduct for Directors and Senior Management in respect of financial year ended March 31, 2025.

For Kuantum Papers Limited

(CIN: L21012PB1997PLC035243)

Pavan Khaitan

Place: Chandigarh Vice Chairman & Managing Director/CEO Dated: 20th May, 2025 DIN: 00026256

   

Capital Market Publishers India Pvt. Ltd

401, Swastik Chambers, Sion Trombay Road, Chembur, Mumbai - 400 071, India.

Formed in 1986, Capital Market Publishers India Pvt Ltd pioneered corporate databases and stock market magazine in India. Today Capitaline corporate database cover more than 35,000 listed and unlisted Indian companies. Latest technologies and standards are constantly being adopted to keep the database user-friendly, comprehensive and up-to-date.

Over the years the scope of the databases has enlarged to cover economy, sectors, mutual funds, commodities and news. Many innovative online and offline applications of these databases have been developed to meet various common as well as customized requirements.

While all the leading institutional investors use Capitaline databases, Capital Market magazine gives access to the databases to individual investors through Corporate Scoreboard. Besides stock market and company-related articles, the magazine’s independent and insightful coverage includes mutual funds, taxation, commodities and personal finance.

Copyright @ Capital Market Publishers India Pvt.Ltd

Designed, Developed and maintained by CMOTS Infotech (ISO 9001:2015 Certified)

Site best viewed in Internet Explorer Edge ,   Google Chrome 115.0.5790.111 + ,   Mozilla Firefox 115.0.3 + ,   Opera 30.0+, Safari 16.4.1 +