Your Directors are pleased to present the 34^th Annual Report together with the Audited Accounts for the Financial
Year ended on 31^st March 2025.

FINANCIAL RFSIIITS-

CLOSURE OF PAPER DIVISION AND IDENTIFICATION AS DISCONTINUED OPERATION:

The Board of Directors in its meeting held on 14.02.2023 has decided to close the paper division of the Company
post retrenchment of all workmen. Further the paper division of the Company has been identified as discontinued
operation and related assets and liabilities of the Paper division (mainly plant and machineries and other related
assets) are shown separately in Balance Sheet under the head assets/liabilities held for sale form assets/liabilities
pertaining to continuing operations i.e. packaged water bottling division.

EXTENSION OF TIME FRAME FOR COMPLETION OF SALE OF NON CURRENT ASSETS HELD FOR SALE:

The Paper division of the Company has been classified as a discontinued operation according to the meeting held
on February 14, 2023. Consequently, the assets and liabilities related to the Paper division, primarily comprising
plant, machinery, and other associated assets, are presented separately from those related to continuing operations,
specifically the Water bottling division. The Company remains committed to the disposal of the remaining assets
of the paper division and is actively exploring various alternatives to realize their value. Due to the nature and
geographical dispersion of these assets, as well as the anticipated fair value from their disposal, the Company has
extended the timeframe for completing the disposal.

In accordance with Ind AS 105, assets held for sale (paper division) are not depreciated and are measured at the
lower of carrying amount and fair value less costs to sell, accordingly the Company has gone under the process of
determining the fair value of these assets and believes that the disposal group has been measured at the lower of
it's carrying amount and fair value less costs to sell, thus the Company had recognised further an impairment loss of
Rs. 6,956 Lakhs during financial year 2024-25.

REVIEW OF BUSINESS OPERATIONS AND PERFORMANCE:

• Paper Segment (Newsprint, Writing Printing & Kraft Paper)

The Company had no production during the Financial Year 2024-25 and previous Year 2023-24. The Paper
division of the Company was shut down from 18.12.2021 for want of coal and later abnormal rise in rates of
waste paper & coal rendered operations unviable. Company has retrenched all workmen in paper division w.e.f.
17.12.2022.

The Company has achieved sales of 273 MT during the Financial Year 2024-25 as against of 375 MT during the
Financial Year 2023-24.

• Packaged Water Bottling Segment

The Company has produced 42.37 lakhs cases (1520.28 lakh bottles) during the Financial Year 2024-25 as against
45.44 lakhs cases (1658.70 lakh bottles) in previous financial year.

Further the sale of packaged water bottles during Financial year 2024-25 was of 42.39 lakh cases (1518.06 lakh
bottles) as against 44.72 lakh cases (1632.30 lakh bottles) during previous financial year.

The Company has achieved overall turnover of Rs. 4,413.21 Lakhs in F.Y. 2024-25 as against Rs. 4,703.68 Lakhs in F.Y.
2023-24 from continuing operations.

The Net Loss from continuing operations stood at ?2,861.39 lakhs in FY 2024-25 as against ?3,290.98 lakhs in FY
2023-24. The losses are mainly attributable to the recurring provision of interest on Non-Convertible Redeemable
Preference Shares (NCRPS) amounting to ?35 crore.

The Net Loss from discontinued operations was ?7,767.30 lakhs in FY 2024-25 as against ?1,545.22 lakhs in FY 2023¬
24, primarily on account of an impairment loss of ?6,956.45 lakhs recognized on remeasurement of assets to fair
value less cost to sell.

EXPORT:

There was no export done by the Company in F.Y. 2024-25 and previous Year 2023-24.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in nature of business of the Company.

DIVIDEND:

Your Directors have not recommended any dividend for the year under review due to losses suffered.

SHARE CAPITAL:

Authorised Share Capital:

As on 31^st March, 2025 the authorized share capital of the Company is Rs. 7,00,00,00,000/- (Rupees Seven Hundred
Crores Only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 4,00,00,000
(Four Crores) Preference Shares of Rs. 100/- (Rupees One Hundred) each.

Issued, Subscribed and Paid Up Share Capital:-

The Paid up Equity Share Capital of the Company as on 31^st March, 2025 is Rs. 497,52,20,320 divided into 14,75,22,032
equity shares of Rs. 10/- each and 3,50,00,000 Non-Convertible Redeemable Preference Shares of Rs. 100/- each.

During the year under review, the Company has neither issued shares or convertible securities nor shares with
differential voting rights and has not granted any stock options or sweat equity or warrants.

TRANSFER TO RESERVES:

In view of losses suffered by the Company, the Board has not proposed to transfer any amount to the General
Reserves or any other Reserve for the year under review.

FINANCES:

The Company has repaid term loan of Rs. 12.42 Crores to ICICI bank Limited during F.Y. 2024-25.

Further the total Finance Costs mentioned in Note No. 23 to the financial statements includes dividend of Rs. 3,500.00
Lakhs on 10% Non-Convertible Cumulative Non-Participating Redeemable Preference Shares (NCRPS) having Face
Value Rs 100.00 each issued to Riddhi Siddhi Gluco Biols Limited (Holding Company) aggregating to Rs. 35,000 lakhs.

DEPOSIT:

The Company has not accepted or renewed any deposit during the year and there is no outstanding on this account
in books of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any joint venture, subsidiary or associate company within the meaning of Section 2(6)
of the Companies Act, 2013.

ANNUAL RETURN:

The Annual Return of the Company for the Financial Year ended on 31.03.2025 is placed on website of the Company.
The weblink of the same is : https://ramanewsprint.com/investors-annual-return.html

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

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies
Act, 2013. However, details of investments made by the Company are mentioned in the financial statement of the
Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered into related party transactions as enumerated in Section 188 of the Companies Act, 2013
during the year under review and disclosed the said information in Form AOC-2 which is attached as "Annexure - I".

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 4 (Four) Meetings of Board of Directors were convened and held on 20.05.2024,

14.08.2024, 11.11.2024 and 05.02.2025. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Siddharth Chowdhary (DIN: 01798350) retires from the office by rotation and being eligible offered himself for
re-appointment in the ensuing AGM.

Mr. Akshay Jain has resigned as an Independent Director of the Company w.e.f. 5^th March, 2025.

Further, subject to the approval of the members at the ensuing AGM and pursuant to recommendation of
Nomination and Remuneration Committee, Board of Directors of the Company in its meeting held on 12.08.2025
has re-appointed Mr. Siddharth Chowdhary as Whole Time Director of the Company for a period of 3 years from

10.12.2025.

Mr. Sharad Jain, Company Secretary (Mem. No. F13058) has resigned from his office as Company Secretary and
Compliance Officer with effect from closure of business hours of 05.02.2025. Board of Directors of the Company in
its meeting held on 29.05.2025 has appointed Mr. Shubham Ajmera (Mem. No. A76790) as Company Secretary and
Compliance Officer of the Company.

Apart from above, there are no other changes in the Directors or KMP during the year.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:

The Directors hereby confirm that: -

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with
proper explanation relating to material departures;

(b) the Directors had 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 loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

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

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a
declaration confirming the compliance of the criteria of independence stipulated in the aforesaid section.

DETAILS OF COMMITTEE OF DIRECTORS:

The Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship/
Grievances Committee, Corporate Social Responsibility Committee, number of meetings held of each Committee
during the financial year 2024-25 and meetings attended by each member of the Committee as required under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in
Corporate Governance Report forming part of this Annual Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

The Company has devised a Policy for performance evaluation of the Board, Committees and other Individual
Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive
Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and
committee meetings, acquaintance with business, communicating inter-se board members, effective participation,
domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers,
etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and
Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective
Committee members. The performance of each Committee was evaluated by the Board, based on report on
evaluation received from respective Board Committees. The reports on performance evaluation of the Individual
Directors were reviewed by the Chairman of the Board.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors
evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes,
Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the
Board as a whole based on various criteria specified by SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board and the Independent Directors were of the unanimous view that performance of the
Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders
Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition,
committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were
performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory
requirements including the provisions of the Act, the Rules framed thereunder and the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015.

Individual Directors:

Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of
each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated)
on various parameters like engagement, leadership, analysis, decision making, communication, governance and
interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed
professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the
contribution made by all the Independent Directors in guiding the management in achieving higher growth and
concluded that continuance of each Independent Director on the Board will be in the interest of the Company.

The Board has received necessary declarations from all the Independent Directors regarding compliance of Code
of conduct applicable to Independent Directors as prescribed under Schedule IV to the Act along with certificate
under Section 149(7) of the Companies Act, 2013 regarding meeting the criteria of independence as provided in
sub-section (6) of Section 149 of the companies Act, 2013.

Non-Independent Directors:

The performance of each of the Non-Independent Directors (including the Chairperson) was evaluated by the
Independent Directors at their separate meeting held on 05.02.2025. Further, their performance was also evaluated by
the Board of Directors.The various criteria considered for the purpose of evaluation included leadership, engagement,
transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The
Independent Directors and the Board were of the unanimous view that each of the Non-Independent Directors was
providing good business and people leadership.

INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensurate with the size and
nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected
against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the
Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the
Audit Committee of the Board of Directors.

APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection
and appointment of Directors, Senior Management and their remuneration which is available on Company's
website at www.ramanewsprint.com. The weblink for the same is http://ramanewsprint.com/investors/POLICY/
APPOINTMENT%20POLICY.pdf

WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and
other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy which is available at the
Company's website at www.ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/
POLICY/WHISTLE%20BLOWER%20POLICY.pdf

POLICY ON PRESERVATION OF DOCUMENTS

The Board framed policy on Preservation of Documents as per the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 which is available at the Company's website at www.
ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/POLICY/POLICY%20ON%20
PRESERVATION%20OF%20DOCUMENTS.pdf

POLICY ON DETERMINING MATERIALITY FOR DISCLOSURE TO STOCK EXCHANGES:

The Board framed policy on Determining Materiality for Disclosure to Stock Exchanges as per the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available at
the Company's website at www.ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/
POLICY/POLICY%20ON%20MATERIALITTY%20OF%20EVENTS.pdf

RISK MANAGEMENT:

The Management of the Company had evaluated the Risk Management framework and plans for mitigating the risks
and found the same to be adequate and sufficient as per size of the Company. Further presently there is no element
of risk identified by the management that may threaten the existence of the Company.

LISTING OF SHARES:

Equity Shares of Company continue to be listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).
The Company has duly paid listing fees to the Stock Exchanges for Current Financial Year.

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

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as
"Annexure - II" to this Report and forms part of it.

CORPORATE GOVERNANCE REPORT:

Report on Corporate Governance is made part of this Annual Report. As required under Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Certificate of Practicing
Company Secretary on Corporate Governance compliance is also annexed to this Annual Report.

The Certificate from Executive Director and Chief Financial Officer were placed before the Board of Directors at its
meeting held on 29.05.2025 is also annexed to this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion and Analysis is made part of this Annual Report.

PARTICULARS OF EMPLOYEES:

Company does not have any employees who is drawing remuneration in excess of limit prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, attached as "Annexure- III"

The statement containing the names of top ten employees will be made available on request sent to the Company
on ramanewsprint@ramanewsprint.com.

SECRETARIAL AUDIT:

Pursuant to the provisions of Regulation 24A of Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015, as amended, the Board hereby recommends appointment of Mr.
Kinjal Shah, Practicing Company Secretary, Ahmedabad (Membership No. F7417 and COP 21716) to undertake the
Secretarial Audit of the Company for a period of 5 Financial Years commencing from F.Y. 2025-26 for approval of
members in ensuing AGM.

Further the Secretarial Audit Report for the Financial Year 2024-25 issued by Mr. Kinjal Shah, Practicing Company
Secretary Ahmedabad in form MR-3 forms part of this report and marked as "Annexure-IV".

COST AUDIT:

Due to closure of paper division, the provisions regarding audit of cost records is not applicable to the Company for
the financial year 2024-25.

CASH FLOW STATEMENT:

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Cash Flow Statement forms part of Audited Financial Statements is attached
to the Annual report.

STATUTORY AUDITORS:

M/s. Batliboi & Purohit, Chartered Accountants (FRN: 101048W) were re-appointed as Auditors of the Company, for
a term of 5 (five) consecutive years from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th
Annual General Meeting of the Company, on such terms and remuneration as agreed upon between the Audit
Committee/Board of Directors and the Auditors.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK
OR DISCLAIMER MADE:

(i) by the Statutory Auditors' in their Audit report;

There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the Statutory Auditors
of the Company.

(ii) By the Secretarial Auditors' in their Secretarial Audit Report;

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report issued by the
Secretarial Auditors of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions regarding Corporate Social Responsibility ("CSR") as enumerated under section 135 of the Companies
Act 2013 are not applicable to the Company for the financial year 2024-25. As the provisions of CSR are not applicable
to the Company for the financial year 2024-25 therefore it is not required to attach the Annual Report on CSR
Activities with this report. However, Company has constituted CSR Committee and also adopted CSR Policy and the
details of the same is mentioned in the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this
report, no material changes and commitments which could affect the Company's financial position have occurred
between the end of the financial year of the Company and date of this report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by Regulators, Courts or Tribunals impacting the going concern
status and company's operations in future.

However, after closure of Financial year, Company has on May 15, 2025, received an Order dated May 1, 2025 from
Collector Surat ("impugned order") asking Company to surrender 121302 Square Meter of Land due to violation
of Collector order Dated 20.11.1992 regarding development of Gouchar land for the Village but mentioning in
the order that it has right of appeal to Secretary (Dispute) Revenue Department, Government of Gujarat if it is not
accepting the said order.

The Company has challenged the impugned before Hon'ble Secretary (Dispute) Revenue Department, Government
of Gujarat ("Appellate Authority") and the Appellate Authority in its hearing on 15.07.2025 has granted interim relief
to the Company staying effect of the impugned order regarding surrender of 121302 Square Meter of land allotted
to Company for development of gouchar land. The stay shall remain in effect until the next date of hearing i.e.

28.08.2025.

REPORTING OF FRAUD:

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The
Institute of Company Secretaries of India.

INDUSTRIAL RELATIONS:

The Company has retrenched all the workmen related to its paper division w.e.f. 17.12.2022. Further the paper
division of the Company has been identified as discontinued operation w.e.f 14.02.2023. The Company has duly
paid the legal dues of the workmen as per regulatory requirement. Further the industrial relations pertaining to
continuing operations i.e. packaged water bottling plant remained cordial throughout the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013:

The Board has developed the Sexual Harassment Policy of the Company for safety of the women employees employed
in the Company. It is hereby affirmed that the Company has also complied with provisions relating to constitution
of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Further the disclosure required as per clause (x) of sub Rule 5 of Rule 8 of Companies (Accounts)
Rules, 2014 is as under:

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

During the year under review, the provisions of the Maternity Benefit Act, 1961 are not applicable to the Company.
PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:

Ms. Shah Paper Mills Limited (Operational Creditor), has filed an application under Section 9 of IBC Code, 2016 for
initiation of Corporate Insolvency Resolution Process (CIRP) against the Company.

Hon'ble NCLT, Ahmedabad ("Adjudicating Authority") vide its order dated 18.10.2023 has rejected the application of
the Operational Creditor.

Further Hon'ble NCLAT, New Delhi ("Appellate Authority") vide its order dated 09.09.2024 has also rejected the
appeal filed by the Operational Creditor challenging order of Adjudicating Authority.

Furthermore, the Operational Creditor has preferred appeal before Hon'ble Supreme Court of India against order
of Appellate Authority. The said appeal is also dismissed by Hon'ble Supreme Court of India vide its order dated
13.12.2024.

Hence as on closure of Financial Year, there is no appeal/proceedings/matter pending against Company under
Insolvency and Bankruptcy Code, 2016.

DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and
hence the details of difference between amount of the valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable.

ACKNOWLEDGEMENT:

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co¬
operation and support received from the Union Government, the State Government of Gujarat, Regulatory
Bodies, participating Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their
appreciation towards the dedication, commitment and teamwork shown by employees. Your Directors further thank
Members/Shareholders for their continued confidence reposed in the Management of the Company.

On behalf of Board of Directors
For Shree Rama Newsprint Limited

Date: 12.08.2025 Siddharth G. Chowdhary K.L. Chandak

^{Place: Ahmedabad} Whole-time Director DIN: Director

DIN:01798350 00013487