Your Directors are pleased to present the Company's 43^rd Annual Report on business and operations, together with the Audited
Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE (H in crores)

2. STATE OF COMPANY’S AFFAIRS AND
OUTLOOK

During the financial year 2024-25, the Indian paper and
paperboard industry faced a challenging macroeconomic
environment. The industry was impacted by subdued
demand and significant pricing pressure, largely due to
increased imports at lower prices—particularly from China
and Indonesia—into both domestic and global markets. This,
combined with rising raw material costs, exerted pressure
on the sector's overall performance.

Against this backdrop, your Company reported a
3.30% decline in revenue from operations compared to
the previous financial year. The decline was primarily
attributable to lower Net Sales Realisation (NSR), although
sales volumes improved over the immediately preceding
financial year (FY 2023-24). The sustained pressure
on realizations adversely affected the Company's profit
margins. Nevertheless, your Company's performance
remained resilient, recording a Cash Profit of H85.08 crore,
EBITDA of H147.55 crore and Profit After Tax (PAT) of
H26.01 crore during the year under review. The export sales

stood at H149.00 crores during the F.Y. 2024-25 (Previous
Financial Year: H114.97 crores) marking growth of about
30%.

Despite the difficult market conditions, FY 2024-25
marked a year of strategic progress for your Company.
Building on the foundation laid in the previous financial
year, your Company expanded its product portfolio with
a strong focus on niche and value-added offerings. These
products demonstrated encouraging growth during the
financial year under review and are expected to contribute
meaningfully to the Company's future performance.
Continued investment in product innovation, along with
our focus on cost optimization and deepening customer
engagement, enabled the Company to manage market
volatility more effectively.

Looking ahead, your Company is optimistic about the
medium to long term prospects of the paper industry.
The increasing consumer shift towards sustainable and
eco-friendly products in the post-pandemic era presents
a compelling opportunity for growth. With modern

manufacturing capabilities, a strong presence across
value-added paper & paperboards, writing and printing
papers, and newsprint, as well as a robust supply chain
network, your Company is well-positioned to strengthen
its position in the Indian paper & paperboard industry. The
ban on single-use plastics, the National Education Policy
(NEP) are the government measures that will continue
to support the industry's long-term growth. In addition,
representations have been made to relevant Government
authorities, urging policy measures to protect the Indian
paper and paperboard industry from the adverse impact of
cheaper imports.

As we look to the future, we remain guided by the
principles of innovation, operational excellence, and
customer-centricity. Your Company is confident in its ability
to navigate industry challenges, capitalize on emerging
opportunities, and deliver long-term, sustainable value to
its shareholders and stakeholders.

3. DIVIDEND

Your Director's are pleased to recommend dividend of
H8/- (i.e. 8%) per preference share of face value of H100/-
each and H1.60/- (i.e. 80 %) per equity share of face value
of H2/- each for the financial year ended 31^st March, 2025.
The dividend payout is in accordance with the Company's
Dividend Distribution Policy.

Dividend Distribution Policy

In order to provide a broad Dividend Distribution
framework to all the Stakeholders of the Company, your
Company has adopted the Dividend Distribution Policy
pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,2015, which
is available on the Company's website at http://www.
emamipaper.com/downloads/dividend_policy.pdf

Unclaimed Dividend

Pursuant to the provisions of Section 124 of the Companies
Act, 2013 and other applicable provisions of the Companies
Act, 2013 and rules made thereunder, Unclaimed Dividend
of H1,99,215 for the financial year 2016-17 has been
transferred to the Investor Education and Protection
Fund (IEPF) established by the Central Government
pursuant to Section 125 of the Companies Act, 2013 on
8^th October,2024. The details of Unclaimed dividends
on equity shares is available on company's website at
www.emamipaper.com.

Transfer of Unclaimed Shares to Investor Education
& Protection Fund (IEPF)

As per provisions of IEPF (Accounting, Audit, Transfer and
Refund) Rules, 2016, the Company has issued individual
notice through registered post to all the shareholders
whose dividends were lying unclaimed for consecutive
seven years and public notice in this respect has also been
given in english and vernacular newspapers and details of
such shareholders were uploaded on Company's website.

During the year under review, the Company has transferred
6,601 equity shares on which dividend were unclaimed for
seven consecutive years, to the demat account of IEPF
maintained with NSDL within the prescribed time.

Till date, the company has transferred 1,41,443 Equity
Shares to the IEPF demat account and H10,60,511.30
towards dividend to IEPF.

In terms of Section 125 of the Companies Act, 2013, the
unclaimed or unpaid dividend is due for remittance to the
Investor Education and Protection Fund established by the
Central Government in accordance with the schedule given
below:-

4. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting
the financial position of your Company which has occurred
between the close of the financial year i.e. 31^st March, 2025
and date of this report. During the year under review,
there has been no change in the nature of business of
your Company.

5. SHARE CAPITAL

The Company's paid-up equity share capital continues
to stand at H12.10 crore as on 31^st March, 2025. The said
shares are listed on BSE Ltd. and National Stock Exchange
of India Ltd.

During the financial year under review, pursuant to the
provisions of Section 48 and other applicable provisions
of the Companies Act, 2013 read with the Rules made
thereunder along with the applicable Regulations of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, variation in the terms of 20,00,000
Series I Optionally Convertible Non-Cumulative Redeemable
Preference Shares (OCRPS) so as to result into 20,00,000
Series I Non-Convertible Non-Cumulative Redeemable
Preference Shares (NCRPS), redeemable at the end of
four years from the effective date of such variation (and
sixteen years from the date of allotment issue of the original
securities) was approved by the equity shareholders of
the Company through Postal Ballot on 20^th March,2025.
The consent of all the holders of said OCRPS was also
accorded thereto.

During the year under review, the Company has not
issued any shares or convertible securities or shares with
differential voting rights and nor granted stock options or
sweat equity.

6. TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to
the General Reserve for the year under review.

7. PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits
under Section 73 of the Companies Act, 2013 and the Rules
made thereunder.

8. SUBSIDIARY / JOINT VENTURES / ASSOCIATE
COMPANIES

Your Company does not have any Subsidiary or Joint
Venture or Associate Companies.

9. BOARD OF DIRECTORS’ & KEY MANAGERIAL
PERSONNEL

a. Changes in Directors and Key Managerial
Personnel

During the year under review and till the date of this
report following changes took place in the composition
of the Board of Directors & Key Managerial Personnel
of your Company:-

Ý Mr. Aditya V. Agarwal (DIN: 00149717) has been
re-appointed as Whole-time Director, designated
as Executive Chairman of the Company for a
period of 3 (three) years w.e.f. 1^st November,2024,
liable to retire by rotation.

Ý There has been no change in the Key Managerial
Personnel of the Company, except the designation
of Mr. Mukesh Kumar Agarwal has been changed
from AVP - Finance (Interim CFO) to Chief
Financial Officer (CFO) with effect from 20^th
May, 2025.

b. Directors retirement by rotation

Mrs. Richa Agarwal (DIN:01505726) and Mr. P.S.Patwari
(DIN:00363356) both Non-Executive Non-Independent
Directors would retire by rotation and being eligible,
offers themselves for re-appointment.

c. Declaration by Independent Director(s)

All Independent Directors of the Company have
given declarations that they meet the criteria of
independence as laid down under Section 149(6) of
the Companies Act, 2013 and Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Independent Directors have
complied with the Code for Independent Directors
prescribed in Schedule IV to the Act. The Independent
Directors have also complied with a Code of Conduct
for Directors and Senior Management Personnel.

d. Meeting of Board of Directors and its
Committees

During the year, 4(four) meetings of the Board of
Directors were held. The details of meetings of the
Board of Directors and its Committees held during the
year under review, attendance of Directors thereat
and composition of various Committees of Board of
Directors are detailed in the Report of Corporate
Governance which forms an integral part of this report
and is annexed hereto.

e. Policy on Directors Appointment and Remuneration

Pursuant to Section 178 of the Companies Act, 2013,
the Board of Directors of the Company has approved
the Nomination and Remuneration Policy based on the
recommendation of the Nomination & Remuneration
Committee and the said policy is hosted on the
Company's website at https://www.emamipaper.com/
downloadshepml_nrc_policy.pdf

The Policy includes the criteria for determining
qualifications, positive attributes, independence of a
Director and other matters provided under Section
178(3) of the Act.

f. Evaluation of Board, its Committees and
Directors

Pursuant to the provisions of Section 134(3)(p) of the
Companies Act, 2013 and relevant regulations of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended from time to time),
the Board at its meeting held on 20^th May, 2025,
has carried out the annual evaluation of its own
performance and that of its Committees, Chairman and
Individual Directors.

The manner in which the evaluation was carried out has
been explained in the Report on Corporate Governance.

g. Separate Meeting of the Independent Directors

The Independent Directors of the Company met
separately on 13^th February,2025 without the presence
of Non-Independent Directors. All the Independent
Directors were present at the meeting. Following
matters were, inter-alia, reviewed and discussed in
the meeting:

- Performance of Non-Independent Directors and
the Board of Directors as a whole.

- Performance of the Chairman of the Company
after taking into account the views of Executive
and Non- Executive Directors.

- Assessment of the quality, quantity and timeliness
of flow of information between the Company
management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

10. CREDIT RATING

During the year under review, your Company was assigned
credit rating of IND A-/Stable for its Loan facilities by
India Ratings and Research. This reaffirms the reputation
and trust the Company has earned for its sound financial
management and its ability to successfully meet its
financial obligations.

11. AWARDS AND RECOGNITIONS

During the year under review, your company has received
prestigious recognition for its achievements, earning
several notable awards in various domains which includes:

Ý Odisha State Energy Conservation Award - 2024 -
Top Performer Award in the category of CPP/IPP.

Ý CII HR Excellence Award 2024-25 for Significant
Achievement in HR Excellence.

Ý "Great Place to Work” recognition was granted to the
Company by the "Great Place to Work - India”. This
coveted certification is valid from August,2024 to
August,2025.

Ý National Kalinga Safety Award 2024 - Gold Category.

Ý Eastern Region Best Employer Brand Award - 2024
presented by Eastern Institute for Integrated Learning
in Management (EIILM), Kolkata.

12. ENVIRONMENT MANAGEMENT

Your company's environmental stewardship is guided
by our Environmental Policy, which underscores our
commitment to a sustainable planet, a clean environment,
and a healthy workplace for our employees. We prioritise
environmental management not only to meet regulatory
requirements but also to positively impact the communities
surrounding our operations through various community
initiatives, biodiversity encouragement, and natural
resource conservation efforts.

Given the nature of our industry, it is crucial for us to find
ways to reduce our freshwater consumption. To this end, we
have set internal targets to increase the share of recycled
water used in our paper production processes. We are also
implementing energy-efficient practices by employing state
of the art energy meters to monitor and curtail our energy
usage. These initiatives reduce our carbon footprint and
minimize our impact on the environment, aligning with our
long-term sustainability goals.

To fulfil our environmental objectives, we adhere to the
following principles:

Ý Strict compliance with all relevant legislative
requirements.

Ý Minimization of pollution from liquid discharge and
air emissions.

Ý Promotion of resource efficiency through behavioural
and technological enhancements.

Ý Waste minimization and promotion of recycling
and reuse.

Ý Creation of awareness among society and employees
regarding environmental, health, and safety matters.

Ý Implementation of comprehensive programs for
continuous improvement in environmental performance.

Ý Reduction of specific energy consumption to mitigate
associated greenhouse gas emissions(GHG).

Your company has embraced one of the finest Integrated
Management Systems (IMS) certified by DNV-GL,
ensuring adherence to stringent standards through
rigorous surveillance and certification audits. This
system encompasses:

Ý ISO 9001:2015 - Quality Management System

Ý ISO 14001:2015 - Environmental Management System

Ý ISO 45001:2018 - Occupational Health & Safety
Management System

At Emami Paper, significant strides have been made in
energy conservation through the installation of energy
efficient equipment and various other measures.

In terms of environmental control, the company has installed
and maintains several vital equipment and monitoring
devices, including:

Ý Continuous Ambient Air Quality Monitoring Systems
(CAAQMS - 3 units)

Ý Continuous Emission Monitoring Systems (CEMS - 3
units) with remote calibration capability.

Ý IP surveillance cameras for stack emission visibility.

Ý Real-Time Effluent Monitoring System (RTEQM) for
monitoring final treated effluent quality, with data
uploaded to CPCB & OSPCB webservers.

Ý Online groundwater level monitoring system with
telemetry for 12 bore wells.

Ý Various air pollution control measures such as ESP,
Ash Conveying System, Dust Suppression System,
and more.

Ý Decanter for secondary sludge dewatering.

Ý Rainwater harvesting through 20 recharge wells.

Ý Bio-gas generated from UASBR used as a fuel source in
power plant to reduce use of fossil fuel.

Ý Adoption of micronutrients in the Aeration system for
enhanced treatment efficiency.

Additionally, we are proud to highlight that:

Ý The performance of the UASBR at ETP was improved
substantially resulting in a reduction of pollutant loads,
specifically COD levels.

Ý By refining the process efficiencies, the dosage of micro
nutrients in aeration tanks was optimized, contributing
to improved overall performance.

Ý The combined efficacy of the UASBR and Secondary
clarifier was enhanced in the final treated effluent
quality parameters by 10% from previous levels.

Ý Installed three (03) stage surface runoff water
collection pits including chemical dosage facility to
collect and treat surface runoff water and recycling the
same for non-process applications.

Ý Installed wheel washing system for incoming vehicles
tyre washings to control the fugitive emissions.

Ý Installed dry fog system for coal secondary vibrating
screen house and extended water sprinkling system to
further control of fugitive emissions.

Ý Introducing an alternative dewatering chemical at
the screw press not only improved performance
but also resulted in cost benefits compared to the
previous chemical.

To reduce fresh water consumption, we have implemented
stringent targets and initiatives, including:

Ý Fresh water is replaced with diablo and tertiary fine
screen reject filtrate at DIP-1 has led to a water saving
of 100M³/Day.

Ý Fresh water is replaced with DAF water in WGCC
preparation at DIP-3 has resulted to a water saving of
90 M³/Day.

Ý Fresh water is replaced with tertiary water in screw
press for Drum wash and chemical dilution at Screw
press of power plant and achieved reduction of fresh
water 150 M³/Day.

Ý Gemba walk (Plant rounds) were conducted by
respective teams in regular interval with the objective
to eliminate leakages, overflows and wastage of
fresh water.

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

The information pertaining to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings
and Outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 forms part of this report and is
annexed as Annexure - A.

14. CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

The company has formulated the policy for development
and implementation of Corporate Social Responsibility
(CSR) as also required under Section 135 of the Companies
Act,2013 which is available on Company's website at http://
www.emamipaper.com/downloads/epml_csr_policy.pdf.

Further, the information pursuant to Section 134(3)(o)
of the Companies Act, 2013 and Rule 9 of the Companies
(Corporate Social Responsibility) Rules, 2014 forms a part
of this Report and is annexed as Annexure - B.

CSR in Emami Paper is not just about this mandate but
also about working towards improving the lives of the
communities we touch. Emami Paper has initiated &
implemented a number of CSR programs for improving the
life of largely under privileged people, for Community living,
Education, Health, Skill Development, Rural Development,
Environmental Sustainability, Animal Welfare, Women
Empowerment, Promotion of Sports, Art & Culture etc. in
and around our Mill. Our culture enables us to pursue our
mission of sustainable growth.

15. AUDITORS AND AUDITORS REPORT

a. STATUTORY AUDIT

M/s S K Agrawal and Co Chartered Accountants
LLP, Chartered Accountants, (Firm Registration
No. 306033E/E300272) has been appointed as the
Statutory Auditors of the Company, for a period of
five years from the conclusion of 40^th Annual General
Meeting (AGM) of the Company held in year 2022 until
the conclusion of the 45^th Annual General Meeting of
the Company to be held in year 2027.

The Auditor's Reports on the Financial Statements
for the financial year ended March 31, 2025 does
not contain any qualification, reservation or adverse
remark requiring any explanations / comments by the
Board of Directors.

The observations made in the Auditors' Report read
together with Key Audit matters and relevant notes
thereon are self-explanatory and hence do not call for
any further explanations or comments by the Board
under Section 134 of the Companies Act, 2013.

b. COST AUDIT

Your Company has maintained cost accounts and
cost records to the extent provisions under Section
148 of the Companies Act, 2013, were applicable.
Your Directors have re-appointed M/s. V. K. Jain & Co.,
Cost Accountants as Cost Auditors of your Company
for FY 2026-27. A resolution seeking approval of the
shareholders for ratifying remuneration payable to the
Cost Auditors for FY 2026-27 is provided in the Notice
of the ensuing AGM. In this regard, your Directors
recommend passing of Ordinary Resolution.

c. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the
Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the company has appointed
M/s. MKB & Associates, Company Secretary in practice
for the financial year 2024-25 to undertake the
Secretarial Audit of the company. The Secretarial Audit
Report is annexed herewith as Annexure - C.

The observation made in the Secretarial Auditors
Report is self-explanatory and hence do not call for any
further explanations or comments by the Board under
Section 134 of the Companies Act, 2013.

Pursuant to Section 204 of the Companies Act,2013
read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 read with
Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,2015
the Board of Directors at their meeting held on
20^th May,2025 based on the recommendation of
the Audit Committee have appointed M/s MKB &
Associates, Kolkata, Practicing Company Secretaries
(Firm Registration Number: P2010WB042700) as
the Secretarial Auditors of the Company for a term of
5 (five) consecutive years commencing from financial
year 2025-26 till the financial year 2029-30 subject to
the approval of the shareholders of the company at the
ensuing 43^rd AGM of the Company. The Company has
also received the consent from M/s MKB & Associates
to act as the Secretarial Auditors. A resolution seeking
approval of the shareholders is provided in the Notice
of the ensuing AGM. In this regard, your Directors
recommend passing of Ordinary Resolution.

During the year under review, none of the auditors have
reported any instances of fraud committed against the
Company as required to be reported under Section 143
(12) of the Act.

16. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and
operating effectively. Your 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.

17. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the company has not given
Inter Corporate Loan to the parties covered under the
provisions of Section 186 of the Companies Act, 2013.

The loans and advances given to employees are covered
under the remuneration policy of the company. The
company has not provided any guarantee.

The details of the investments made by the company
are given in the notes to the financial statements of the
Company forming part of this Annual Report.

18. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

Your Company has formulated a Policy on Related Party
Transactions, which is also available on the Company's
website at https://www.emamipaper.com/downloads/
EPML_RPT_POLICY_2.0_13022025.pdf

All related party transactions that were entered into
during the financial year were in the ordinary course of
the business and on an arm's length basis. No material
contracts or arrangements with related parties were
entered into during the year under review. There were no
materially significant Related Party Transactions made by
the Company during the year that would have required
shareholders' approval under the SEBI Listing Regulations.

Accordingly, disclosure of Related Party Transaction as
required under Section 134(3)(h) of the Companies Act
2013 in form AOC-2 is not applicable.

The Related Party Transactions which are in ordinary
course of business and on arm's length basis, of repetitive in
nature and proposed to be entered during the financial year
are placed before the Audit Committee for prior Omnibus
approval. All Related Party Transactions are placed before
the Audit Committee for review and approval.

Your company did not enter into any related party
transactions during the year which could be prejudicial
to the interest of the minority shareholders. No loans/
investments to/in the related party have been written off or
classified as doubtful during the year under review.

For disclosures of related party relationship and transactions
as per Ind AS-24, ''Related Party Disclosure”, Note 2.49 to
the Annual Audited Financial Statements of Company for
the FY ended 31^st March 2025 may be referred to.

19. VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

The Company has a Vigil Mechanism and Whistle Blower
Policy in place in accordance with the provisions of Section
177(9) of the Act and Regulation 22 of the SEBI Listing

Regulations. The Policy provides a framework to promote
responsible and secured reporting of unethical behaviour,
actual or suspected fraud, violation of applicable laws and
regulations, financial irregularities, abuse of authority, etc.
by Directors, employees and the management. The Policy
is available at the website of the Company at https://www.
emamipaper.com/downloads/epml_vigil_mechanism_
policy_13022025.pdf

The Company endeavours to provide complete protection
to the Whistle Blowers against any unfair practices. The
Audit Committee oversees the genuine concerns and
grievances reported in conformity with this Policy. It is
affirmed that no personnel of the Company have been
denied access to the Audit Committee and no case was
reported under the Policy during the year.

20. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide the conduct
of affairs of the Company and clearly delineates the
roles, responsibilities and authorities at each level of its
governance structure and key functionaries involved in
the governance. The Company's Financial Statements are
prepared on the basis of the Significant Accounting Policies
that are carefully selected by management and approved
by the Audit Committee and the Board. These Accounting
Policies are reviewed and updated from time to time.

Your Company maintains all its records in ERP(SAP) system
and the work flow and approvals are routed through
ERP(SAP).

Your Company has appointed Internal Auditors to examine
the internal controls and verify whether the workflow
of the organization is in accordance with the approved
policies of the Company. In every Quarter, while approval of
Financial Results, the Internal Auditors present to the Audit
Committee, the Internal Audit Report and Management
Comments on the Internal Audit observations.

The Board of Directors of the Company have adopted
various policies such as Related Party Transactions Policy,
Vigil Mechanism and Whistle Blower Policy, Corporate
Social Responsibility Policy, Risk Management Policy, Policy
for determination of Materiality of any events/information,
Policy for preservation of records/documents of the
Company, Code of Conduct for prevention of Insider Trading
Code of Practices and Procedures for Fair Disclosures and
such other procedures for ensuring the orderly and efficient
conduct of its business for safeguarding of its assets, the
accuracy and completeness of the accounting records and
the timely preparation of reliable financial information.

21. RISK MANAGEMENT FRAMEWORK

In compliance with amended Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015, the Board of Directors of the Company has
constituted a Risk Management Committee and adopted
Risk Management Policy in accordance with the provisions
of the Companies Act,2013 and SEBI Listing Regulations.

During the year under review, two meetings of
the Committee were held i.e. on 14^th June,2024
and 10^th December, 2024 respectively. The Risk
Management Policy of the Company for identification
and implementation of Risks and its Mitigation plans is
reviewed by the Committee periodically. In the opinion of
the Board, there is no such risk which may threaten the
existence of the Company.

22. MANAGERIAL REMUNERATION AND
PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required 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
('the Rules') is annexed to this Report as Annexure - D.
The disclosure under Section 197(14) regarding receipt
of commission by Directors of the Company from
holding/subsidiary Company is not applicable.

Further, particulars of employees required pursuant to
Section 197 read with Rule 5 (2) and (3) of the above Rules
also forms part of this Report. However, in terms of the
provisions of Section 136 of the said Act, the Report and
Accounts are being sent to all members of the company
and other entities thereto, excluding the said particular
of employees. Any member interested in obtaining such
particulars may write to the Company Secretary. The
said information is also available for the inspection at the
Registered Office of the Company during working hours for
a period of twenty-one days before the date of the Annual
General Meeting.

23. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the draft Annual Return as on 31^st March, 2025 is hosted
on the Company's website i.e. www.emamipaper.com.

24. CORPORATE GOVERNANCE

Your Company complies with the corporate governance
practices as stipulated in the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations”). In

compliance with the provisions in Regulation 34 of the SEBI
Listing Regulations, a Report on Corporate Governance
forms an integral part of this report and annexed as
Annexure - E.

25. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral
part of this Report and provides details of the over all
industry structure, developments, performance and state
of the affairs of the Company along with internal controls
and their adequacy, Risk Management Systems and other
material developments during the Financial Year.

26. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015, the
Business Responsibility and Sustainability Report of the
Company for the year ended 31^st March, 2025 forms part
of this report and annexed as Annexure - F.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with 134(5) of the
Companies Act, 2013 and the Board of Directors to the
best of their information and knowledge, confirms that: -

a) In the preparation of annual accounts for the year
ended 31^st March,2025, the applicable accounting
standards had been followed along with proper
explanation relating to material departures, if any.

b) Such accounting policies have been selected 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 of the company for that period;

c) 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;

d) The annual financial accounts have been prepared on a
going concern basis;

e) Proper internal financial controls were in place and such
controls are adequate and operating effectively; and

f) Proper systems to ensure compliance with the
provisions of all applicable laws were in place and that
such systems are adequate and operating effectively.

28. DISCLOSURE REQUIREMENTS FOR CERTAIN
TYPES OF AGREEMENTS BINDING LISTED
ENTITIES UNDER REGULATION 30A(2) OF
SEBI LISTING REGULATIONS

There are no agreements entered into by the shareholders,
promoters, promoter group entities, related parties,
directors, key managerial personnel, employees of the
Company, among themselves or with the Company or
with a third party, solely or jointly, which, either directly
or indirectly or potentially or whose purpose and effect is
to, impact the management or control of the Company or
impose any restriction or create any liability upon the and
there are no material departures;

Such accounting policies have been selected and the
Company as on the date of notification of clause 5A to
Para A of Part A of Schedule III of Listing Regulations.

29. OTHER DISCLOSURES

During the year under review:-

a. Your Company had cordial relation with the workers
and employees at all levels.

b. No Significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status and company's operations in the future.

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

d. Your Company has not received any compliant
pertaining to sexual harassment. The disclosures as
per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,2013 are
given in the "Annexure - 'E' to the Board's Report i.e.
Report on Corporate Governance.

e. No one time settlement with Banks/ FI,s for loans taken
has been entered into by the company.

30. ACKNOWLEDGEMENT

The Board acknowledges the understanding and
support shown by its lending financial institutions, banks,
distributors, customers, suppliers, employees and other
business associates. Your Company operated efficiently due
to a culture of professionalism, integrity and continuous
improvement leading to sustainable and profitable growth.

For and on behalf of the Board of Directors
Aditya V. Agarwal

Place: Kolkata Executive Chairman

Date: 20^th May, 2025 DIN: 00149717