Orient Paper & Industries Ltd

The Board of Directors are pleased to present the Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2025.

The financial performance of the Company for the financial year ended 31^st March, 2025 is summarized below:

(Rs. in crores)

During the year under review, Orient Paper continued its journey to improve its operations. Multiple initiatives were launched to improve plant sustainability which led to paper production volumes growing by approximately 11% Y-o-Y.

The Company also optimized its portfolio mix towards more value-added and greener varieties, improving realizations and market acceptability. The Company actively keeps evaluating new and niche evolving market trends and aligns its development and production capabilities to meet the evolving market needs.

The Company deepened its engagement with micro markets through Hub Meets and the Orient Stars digital platform. The Company widened its presence across new products like bamboo tissue. The Company strengthened its offerings and value chain across growing segments like health and hygiene, education, and sustainable products.

The Company introduced 7 new products: 3 in the Writing and Printing segment, 3 in the Wellness and Hygiene segment and 1 in the Sustainable Product category.

The Company continued to debottleneck its existing capacities and invested Rs ~ 60 Crs in FY25. Amongst key projects were the modernization and digitalization of processes in the pulp-mill and paper machines. This was done to improve reliability.

Value-added products represented~51% of the company's product mix. The Company sustained Mission Khushi, its initiative to empower employees to become customer champions and build deeper customer relationships.

The Company remains steadfast on its commitments of achieving net-neutrality targets in its Carbon & Water footprints. During the last financial year, the Company widened its plantation coverage by 17,058 acres and implemented Good Agricultural Practices benefiting 21,307 families. The Company maintained the proportion of renewables in its energy mix at ~40%.

The Company sustained a comprehensive upgrade of its manufacturing control systems after transitioning to a fully equipped QCS set-up on its Tissue machines in the previous financial year. Amongst major upgrades are Valmet DCS of main machine and systems upgrade in Tissue 2. The Company also added new field instruments to strengthen control systems. The

Company embarked on its digital transformation journey by implementing state-of-the-art Advanced Process Control in its facilities that shall lead to cost efficiency. Major benefits from APC would start trickling from Q1FY26.

Orient Paper is committed towards environmental protection and has thus implemented robust systems in place to ensure effective monitoring and treatment of waste. Some of these include zero liquid discharge, online stack emission monitoring system, ambient air quality monitoring system, dust extraction & suppression systems and effluent treatment plant (ETP).

We have a robust plan for reducing our carbon footprint per ton of product by ~10% over last year. This shall be achieved by the installation of an efficient steam & condensate recovery system along with increased production. We are keenly following the developments as the National Carbon market formalizes and starts operating in India.

Our extensive work on water conservation across our supply chain and surrounding ecosystem will help conserve more water than what we consume in our operations.

During the year under review, there has been no change in the Authorised and Paid-up share capital of the Company. As on 31^st March, 2025, the Authorised Share Capital of the Company was Rs. 100,00,00,000/- divided into 75,00,00,000 equity shares of Re. 1 each and 25,00,000 preference shares of Rs. 100 each. As on 31^st March, 2025, the Paid-up Share Capital of the Company was Rs. 21,21,85,502/- divided into 21,21,85,502 equity shares of Re.1 each.

During the year under review, there has been no change in the nature of business of your Company.

The Directors have not recommended any dividend on the equity shares of the Company.

In conformity with the provisions of Regulation 34 of the Listing Regulations and Section 2(40) of the Companies Act, 2013, the cash flow statement for the financial year ended 31^st March, 2025 is included in the annual accounts.

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company has not given any loans, provided any guarantees / securities or made investments that are covered under the provisions of Section 186 of the Companies Act, 2013, during the financial year ended 31^st March, 2025.

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (“CSR”) Committee was constituted. Details of the CSR activities as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in the Annual Report as Annexure I. The Company's Policy on Corporate Social Responsibility is available on the website of the Company at https://orientpaper.in/wp-content/assets/ investors/code-and-policy/CSR-Policy.pdf

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed thereunder a copy of the Annual Return has been placed on the Company's website at https://orientpaper.in/investor- relations-announcements/

- Mr. Anant Agarwal (DIN: 02640025) has been appointed as the Managing Director & CEO of the Company for a period of five years with effect from 21^st December, 2024, on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company. The appointment was duly approved by the Shareholders through a Postal Ballot on 18^th March, 2025.

- Mr. Ashwin J. Laddha (DIN: 09538310) resigned from his position as the Managing Director & CEO of the Company with effect from the close of business hours of 20^th December, 2024.

The Board placed on record its appreciation for the valuable services rendered by Mr. Ashwin J. Laddha as the Managing Director & CEO of the Company during his tenure.

- Mr. Raj Kumar Agrawal (DIN: 00177578) was appointed as an Independent Director for a period of five years from 27^th January, 2020 to 26^th January, 2025. On the recommendation of the Nomination & Remuneration Committee and the Board of Directors, the Shareholders of the Company approved re-appointment of Mr. Raj Kumar Agrawal as Independent Director of the Company for a second term of five years commencing from 27^th January, 2025 upto 26^th January, 2030, by way of a special resolution passed through Postal Ballot on 18^th March, 2025.

- Mr. P. K. Sonthalia retired from his position as the Chief Financial Officer of the Company from the close of business hours on 31^st May, 2024.

- Mr. Amit Poddar who was appointed as the Head-Finance & Accounts with effect from 3^rd April, 2024, was designated as the Chief Financial Officer of the Company with effect from 1^st June, 2024 by the Board of Directors of the Company based upon the recommendations of the Nomination & Remuneration Committee and Audit Committee.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Chandra Kant Birla (DIN: 00118473), Non-Executive Director of the Company, is liable to retire by rotation and being eligible, has offered himself for re-appointment.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, of the directors individually as well as the evaluation of its various Committees. The process of evaluation has been explained in the Corporate Governance Report.

Details of the eight meetings of the Board and its various committees are provided in the Corporate Governance Report.

None of the Directors are disqualified under Section 164 of the Companies Act, 2013.

All the Independent Directors have submitted declarations confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013, read with Regulations 16 and 25 of the Listing Regulations. They have also confirmed compliance with the provisions of Section 150 of Companies Act, 2013, read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to registration in the data bank of Independent Directors.

The Board of Directors affirm that the Independent Directors appointed during the year under review, possess requisite expertise, experience (including proficiency), and integrity necessary for their effective participation on the Board.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Shareholders of the Company at the Annual General Meeting held on 10^th August, 2022, appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/W-100022) as the Auditors of the Company for a period of 5 years, from the conclusion of 86^th Annual General Meeting to the conclusion of 91^st Annual General Meeting.

The Auditors' Report for the financial year 202425 does not contain any qualification, reservation or adverse remark.

The Auditors have also confirmed that during their audit process for the financial year 2024-25, they did not observe any event indicating fraud committed by the officers or employees of the Company. Therefore, no instances of fraud were reported to the Audit Committee, Board, or the Central Government, as the case may be, under Section 143(12) of the Companies Act, 2013.

Note no. 48 appearing in the Notes to Financial Statements referred to in the Auditors' Report is self-explanatory.

In accordance with Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained proper cost records pertaining to the products under audit, as required, which have been duly audited by the Cost Auditor.

The Cost Audit for the financial year ended 31^st March, 2024 was conducted by Mr. Somnath Mukherjee, Cost Accountant in Practice (Membership no. 5343), and the Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India (MCA). The Audit of the Cost Records for the financial year ended 31^st March, 2025 is being conducted by the said Cost

Auditor and the Report will also be filed with the MCA.

The Board of Directors of the Company, on the recommendation of the Audit Committee has appointed Mr. Somnath Mukherjee, Cost Accountant as Cost Auditor for auditing the cost accounts of the Company for the financial year 2025-26. The Auditor has confirmed his eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Cost Auditor of the Company. Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor requires ratification by the shareholders. Therefore, the Board recommends the ratification of the remuneration payable to the Cost Auditor by the shareholders at the ensuing Annual General Meeting. The requisite resolution for ratification of remuneration of Cost Auditor by the shareholders of the Company has been set out in the Notice of AGM.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. A. K. Labh, Company Secretary in Practice (CP Regn. No. 3238), to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Report of the Secretarial Auditor is annexed to this report as Annexure II. The Secretarial Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company have recommended the appointment of M/s. Labh & Labh Associates, Company Secretaries (FRN- P2025WB105500), for a period of 5 years commencing from the Financial Year 2025-26 to undertake the Secretarial Audit of the Company, subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company, in terms of Regulation 24A of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31^st December, 2024. All the partners of the firm are having peer review certificate issued by the Institute of Company Secretaries of India. The Auditor has confirmed his eligibility for appointment as Secretarial Auditor of the Company as per the said Listing Regulations.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached herewith as Annexure III and forms part of this annual report.

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors, to the best of their knowledge and belief, confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and of the profit and loss of the Company for the period;

(c) 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;

(d) the directors have prepared the annual accounts on a going concern basis;

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

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosure of the ratio of the remuneration of each Director to the median employee's remuneration and other requisite details 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, is annexed to this Report as Annexure IV and forms part of it. Further, particulars of employees pursuant to Rule 5 (2) & (3) of the above Rules, also form part of this Report. However, in terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report for the financial year 2024-25 is being sent to the shareholders excluding the information required under Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection from the date of circulation of the Notice of AGM until the date of the AGM.

The Company has adopted ‘Orient Paper & Industries Limited - Employee Stock Option Scheme-2023' (“ESOP Scheme”), during the financial year 202324, as part of its Long Term Incentive Programme. The Company's ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ESOP Regulations”) and Listing Regulations. During the year under review, no stock options were granted under the said ESOP Scheme, while 11,50,277 stock options lapsed. Further, no equity shares were allotted under the ESOP Scheme during the financial year under review. Other details on ESOPs are provided in the notes to accounts of the financial statements for the financial year 2024-25, forming part of the Annual Report.

There was no change in the ESOP Scheme 2023 since its adoption by the shareholders of the Company.

Disclosures pursuant to ESOP Regulations are uploaded on the website of the Company and can be accessed at the Weblink: https://orientpaper.in/wp- content/assets/investors/DISCLOSURE-UR/ESOP- Disclosure-Mar2024.pdf

M/s. A. K. Labh & Co., Practicing Company Secretaries (CP Regn. No. 3238), Secretarial Auditors of the Company, has certified that the Company's ESOP Scheme has been implemented in accordance with the ESOP Regulations, and the resolutions passed by the shareholders approving the ESOP Scheme. The said certificate from the Secretarial Auditors of the Company shall be available for inspection by the shareholders at the ensuing AGM.

During the financial year under review, all the contracts or arrangements or transactions entered by the Company with its Related Parties were in the ordinary course of business and on arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. All the related party transactions are quarterly reviewed by the Audit Committee

All Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. The Related Party Transaction Policy, can be accessed at the website of the Company at: https://orientpaper.in/wp-content/assets/investors/DISCLOSURE-UR/OPIL%20 Amended%20Related%20Party%20Transaction%20 Policy.pdf

During the period under review, there were no material related party transactions and accordingly the declaration in Form AOC-2 under Section 134(3) (h) of the Companies Act, 2013 is not applicable.

The Company believes that good Corporate Governance is essential for achieving long term corporate goals and enhancing stakeholders' value. The Company's business objective and that of its management and employees is to manufacture and market the Company's products in such a way so as to create value that can be sustained on a long term basis for all its stakeholders, including shareholders, employees, customers, government and the lenders. In addition to compliance with the regulatory requirements, the Company endeavours to ensure the highest standards of ethical conduct throughout the organization.

The Company is in full compliance with the Corporate Governance requirements in terms of the Listing Regulations.

A report on Corporate Governance and a certificate from the auditors confirming compliance with the Corporate Governance requirements are attached and forms part of this Annual Report.

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section, forming an integral part of this Annual Report.

The Board has on the recommendation of its Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The salient features of the Nomination & Remuneration Policy are outlined in the Corporate Governance Report which forms part of the Annual Report. Web link for the policy on the website is https://orientpaper.in/wp-content/assets/investors/ code-and-policy/Nomination-Remuneration-Policy. pdf

The Board of Directors of the Company have formed a Risk Management Committee, inter alia, to frame, implement and monitor the risk management plan for the Company.

Pursuant to Section 134 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Company has a Risk Management Policy. The Policy comprises of a robust business risk management framework to identify, evaluate and mitigate potential business risks. The business risk framework defines the risk level including documentation and reporting.

Details of the Risk Management Committee and the Risk Management Policy are given in the Corporate Governance Report. Web link for the policy on the website is- https://orientpaper.in/wp-content/assets/ investors/code-and-policy/Risk%20Management%20Policy.pdf

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives, the Company has a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report. Web link for the policy on the website is https://orientpaper.in/wp-content/assets/investors/code-and-policy/Whistle-Blower-Policy.pdf

It has been an endeavor of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company as required under the provisions of the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

The Company has not received any complaint under the said policy during the year. Web link for the policy on the website is https://orientpaper.in/wp-content/ assets/investors/code-and-policy/POSH.pdf

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls, which impact on the financial statements, as part of its Standard Operating Procedures (SOPs). The SOPs are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

(i) There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

(ii) There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company i.e., 31^st March, 2025 and the date of this Report.

(iii) No application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

(iv) During the year under review, your Company has not made any one-time settlement with any bank or financial institution.

(v) During the year under review, the Company has not transferred any amount to the General Reserve.

(vi) The Company has complied with applicable Secretarial Standards i.e. SS-I and SS-II, relating to Meetings of the Board of Directors and General Meetings, respectively.

The Board of Directors take this opportunity to thank all the stakeholders of the Company for their continued support and place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies and supply chain partners for their co-operation and support in the Company's endeavors to achieve continuous growth and progress and look forward to their support in future. The Board of Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels and applaud them for their dedication and commitment towards the Company.