Ruchira Papers Ltd Directors Report

The Company has not accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force) and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

The Company does not have any Subsidiary, Joint Ventures or Associate Company as on 31^st March 2025.

Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry

structure, economic developments, performance and state of affairs of your company, risk management systems and other material developments during the Financial Year 2024-25.

Your Company continues to be committed to good Corporate Governance aligned with good practices. A separate report on Corporate Governance along with Practicing Company Secretary Certificate on compliance with the Corporate Governance as stipulated in Regulation 34 of the Listing Regulations forms an integral part of this Annual Report.

Our Employees are the most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have set up a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in the Company. The directors express their appreciation for the contribution made by employees to the operations of the Company during the year.

Your Company has constituted an independent Corporate Social Responsibility Committee pursuant to section 135 of the Companies Act, 2013.

The Companys CSR philosophy is based on the belief that a successful business can develop only by creating a prosperous society around. Reaching out to deprived communities is part of the Companys vision and its CSR initiatives aim at supplementing government endeavors to help the citizens in the vicinity to achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

The Company would also undertake other need based initiatives in compliance with Schedule VII of the Act.

The Annual Report on CSR activities is annexed herewith marked as Annexure I.

Your directors continuously evaluate the risks faced by the Company which could affect its business operations or threaten its existence. The Company takes appropriate risk containment measures and manages the same on an ongoing basis.

The Directors have laid down internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and the timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

At present, the Company does not have any Employee Stock Option Scheme.

The assets of the Company are adequately insured against loss from fire, riot, earthquake, flood etc. and other risks which are considered necessary by the Management.

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, at the 43^rd Annual General Meeting held on 29^th September 2023, M/s Moudgil and Company, Chartered Accountant (Firm Registration No. 001010N) were appointed as Statutory Auditors of the Company to hold office until the conclusion of 48^th Annual General Meeting at such remuneration and out of pocket expenses, as shall be fixed by the Board of Directors of the Company. The Ministry of Corporate Affairs vide notification dated 7^th May 2018 obliterated the requirement of seeking Members ratification at every AGM on appointment of Statutory Auditors.

M/s Moudgil and Company, Chartered Accountants, Statutory Auditors of the Company have submitted

Auditors Report on the financial statement of the Company for the Financial Year ended 31^st March 2025. The Report given by the Auditors on the financial statement of the Company is part of the Annual Report. The Auditors Report for the financial year ended 31^st March 2025 does not contain any qualification, reservation or adverse remark(s).

Maintenance of Cost Records as specified by Central Government under sub section (1) of section 148 of Companies Act, 2013 is applicable to the company and accordingly such accounts and records are made and maintained by the Company.

The Board of Directors of your Company, on the recommendations made by the Audit Committee at its meeting held on 24^th May 2025 has approved the reappointment of M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2025-26. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at the ensuing Annual General Meeting is H80,000/- (Eighty Thousand Only) excluding taxes and out of pocket expenses, if any. The appointment of the Cost Auditor has been intimated to the Central Government.

The Cost Audit report for the Financial Year 2023-24 has been filed by the Cost Auditors with the Ministry of Corporate Affairs, Government of India. Whereas Cost Audit Report for the Financial Year 2024-25 will be submitted to the Ministry of Corporate Affairs within prescribed time.

M/s. Priyanka Chawla and associates, Practicing Company Secretary had been appointed as Secretarial Auditors by the Board of Directors to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March 2025 is annexed herewith marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark(s).

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 and filed with the concerned Stock Exchanges.

During the year under review, the Company has transferred an unpaid final dividend of H1,07,197/- related to FY 2016-17 to the Investor Education and Protection Fund on 14^th November 2024. Furthermore, in terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) shares on which dividend remains unpaid or unclaimed for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits, if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Accordingly, the company has transferred 665 equity shares to the Demat Account of IEPFA as the dividend on these shares was unpaid for the continuous period of 7 Years. Shareholders can reclaim these shares by following the prescribed procedure under the aforementioned rules.

Therefore, it is in the interest of the shareholders to regularly claim the dividends declared by the Company.

The company has established six committees, namely the CSR Committee, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Allotment Committee, and Project Committee. For further insights into their compositions, responsibilities, and the meetings held during the reporting year, kindly refer to the corporate governance report of the company.

The Companys Policy relating to appointment ofDirectors, payment of Managerial Remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is placed on the company website.

The Company has a Vigil Mechanism/Whistle Blower Policy under which the employees are free to report violations of applicable laws, regulations and the code to the Chairman of the Audit Committee. During the year under review, no employee(s) was denied access to the Audit Committee. Further there were no instances of fraud reported to the Audit Committee/Board. The

Four (4) meetings of the Board of Directors were held during the year. For further details regarding dates of Board Meetings, Committee Meetings and attendance of Directors, please refer Corporate Governance report forming part of this Annual Report. Further a separate meeting of the Independent Directors of the Company was also held on 24^th March 2025, where at the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were discussed. The maximum gap between any two consecutive Board meetings was as per applicable provisions.

Energy conservation continues to be an area of major emphasis in your company. A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure III to this Report.

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

All Related Party Transactions that were entered into during the year were on an arms length basis and were

in compliance with applicable provisions of the Act and the Listing Regulations. Further the Audit Committee at their meeting held on 12.02.2024 and 27.05.2024, accorded its approval for related party transactions during FY 2024-25. For detailed information refer Form No. AOC-2 in Annexure IV of Directors Report

A statement of all Related Party Transactions is placed before the Audit Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 in Annexure IV of Directors Report and were at arms length price.

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (Including any statutory modification(s) or re-enactment(s) for the time being in force).

The information required pursuant to Section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of the Directors/employees of the Company is set out in Annexure-V to this report.

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to particulars of Loans given, Investment made, Guarantee given and Securities provided u/s 186.

b) Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

c) Issue of equity shares with differential rights as to dividend, voting or otherwise.

d) Significant or material orders passed by the Regulators or Courts of Tribunals which impact the going concern status and Companys operations in future.

e) No fraud has been reported by the Auditors to the Audit Committee or the Board.

Your directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

That pursuant to statement of the Directors Responsibility on Annual Accounts of the Company referred to in clause

(c) of sub-section (3) of Section 134 read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

a) that in preparation of annual accounts, the applicable accounting standards and Schedule III of the Companies Act, 2013 had been followed along with proper explanation relating to material departures (if any);

b) that 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 of profits and loss of the Company for that period;

c) that 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 assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared Annual Accounts on going concern basis;

e) that 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

f) that 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.

Your Directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, Vendors, Customers and Society at large. Your directors also take on record, their appreciation for contribution and hard work of Executives, Employees and Workers.

Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2024-25

As a responsible business, Ruchira Papers takes pride in being socially inclined and focuses on sustained and effective Corporate Social Responsibility Projects. We define Corporate Social Responsibility as the way a Company balances its economic, social and environmental objectives while addressing stakeholder expectations and enhancing shareholders value. Our employees are also encouraged to volunteer their time and skills and enjoy the experience of giving back to the communities in which they work.

The Company has identified the projects in a participatory manner, in consultation with the interested communities and in consonance with Schedule VII of the Companies Act, 2013. Arising from this, the focus areas that have emerged are the Rural and Infrastructure Development, providing quality education, preventive health care, sustainable livelihood and environment sustainability. All of our projects of CSR to be carried by the Ruchira Papers Limited or through the Trust/Society in accordance with the Act and Rules.

* Please note that during the year, Sh. Surinder Kumar Gupta retired on 24.09.2024 due to completion of his second tenure. He was attended the meetings held on 27.05.2024 and 09.08.2024. Pursuant to their retirement, the CSR Committee reconstituted w.e.f. 25.09.2024 and Sh. Kamal Sharma replaced Sh. Surinder Kumar Gupta as Chairman of the CSR committee and one more member Smt. Ruchica Garg Kumar has been inducted to the committee.

5. a. Average net profit of the company as per section 135(5): H6699.72 Lakhs

b. Two percent of average net profit of the company as per section 135(5): H133.99 Lakhs

c. Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

d. Amount required to be set off for the financial year: H7.79 Lakhs

e. Total CSR obligation for the financial year (b+c-d): H126.20 Lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): H136.83 Lakh

(b) Amount spent in Administrative Overheads: Nil

(c) Amount spent on Impact Assessment, if applicable: Nil

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: H136.83 Lakh

(e) CSR amount spent or unspent for the financial year:

(f) Excess amount for set off:

(i) Details of Unspent CSR amount for the preceding three financial years:

(ii) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

7. Whether any capital assets have been created or acquired through CSR amount spent in the Financial Year: No If yes, enter the number of Capital Assets created/acquired: Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year

8. Reasons for failure to spend two per cent of the average net profit as per section 135(5: NA

Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

Tirlokpur Road, Kala Amb Himachal Pradesh-173030

We have conducted a secretarial audit to assess the compliance of applicable statutory provisions and adherence to good corporate practices by Ruchira Papers Limited (hereinafter referred to as the "Company”). The secretarial audit was conducted in a manner that provided us with a reasonable basis for evaluating corporate conduct and statutory compliance and expressing our opinion.

Based on our thorough examination of the Companys books, papers, minute books, filed forms and returns, and other relevant records, along with the information provided by the Company, its officers, agents, and authorized representatives during the secretarial audit, we are pleased to report our opinion.

In our professional assessment, we find that the company has diligently complied with the statutory provisions listed below during the audit period, which covers the financial year ending on 31^st March 2025. Additionally, we have determined that the Company has implemented proper Board processes and a robust compliance mechanism, ensuring adherence to regulatory requirements, to the extent, manner, and subject to the reporting made hereinafter:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and

Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) viz.:

(a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India

(Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008;

(f) The Securities and Exchange Board of India

(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

(a) Factories Act, 1948 and Rules made there under

(b) Employees Provident Fund and Miscellaneous Provisions Act, 1952, and Rules made there under,

(c) Employees State Insurance Act, 1948, and rules made thereunder,

(d) Payment of Wages Act, 1936, and rules made there under,

(e) Air (Prevention & Control of Pollution ) Act, 1981

(f) Water (Prevention & Control of Pollution ) Act, 1974

(g) Minimum Wages Act, 1948

(h) Payment of Bonus Act, 1965

(i) Industrial Employment (Standing Orders) Act, 1946

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange and National Stock Exchange read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above.

The Annual General Meeting (AGM) of the Company was physically conducted on Tuesday, September 24, 2024, at 12:00 P.M. (IST) at Hotel Black Mango, Nahan Road, Kala-Amb, District Sirmaur, Himachal Pradesh - 173030. The meeting was held in compliance with the applicable provisions of the Companies Act, 2013, and relevant SEBI regulations. The cut-off date for determining the eligibility for dispatch of the Notice and Annual Report to shareholders was August 23, 2024. Accordingly, the Notice of the AGM along with the Annual Report was dispatched to all eligible shareholders via email on September 2, 2024. The second cut-off date for determining the entitlement of shareholders for e-voting or voting at the AGM was September 17, 2024. The remote e-voting facility was provided in accordance with statutory requirements and remained open from September 20, 2024, at 9:00 A.M. (IST) to September 23, 2024, at 5:00 P.M. (IST). Shareholders attending the AGM in person were also provided with the facility to vote. The results of the AGM, including the voting outcomes, were declared on September 25, 2024, and have been duly uploaded on the websites of BSE, NSE, and the Companys website.

During the year, upon the completion of their second tenure, the following Non-Executive Independent Directors—Sh. Surinder Kumar Gupta, Sh. Dalbir Singh, Smt. Suhasini Yadav and Sh. Avtar Singh—retired from the board on 24^th September 2024. In their place, the Board of Directors appointed Sh. Kamal Sharma, Sh. Mohanjit Singh Pooni, Smt. Shalini Yadav and Sh. Tilak Raj Vanaik as Non-Executive Independent Directors, effective from 25^th September 2024. Consequently, various committees of the company were reconstituted in alignment with the new composition of the Board w.e.f. 25.09.2024:

The appointment of the new Non-Executive Independent Directors was duly approved by the shareholders through special resolutions, in accordance with Sections 149, 150, 152 read with Schedule IV of the Companies Act, 2013, and the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactments thereof for the time being in force), and Regulation 17(1A) of SEBI (LODR) [ in respect of Sh. Kamal Sharma and Sh. Tilak Raj Vanaik ] and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 to appoint them as Non-Executive Independent Directors of the company, not liable to retire by rotation, to hold office for a term of 5 (Five) consecutive years w.e.f. 25.09.2024 to 24.09.2029, result of the same has already uploaded on the BSE and NSE stock exchanges and Website of the Company.

During the year, Mrs. Vaishali Jhaveri was also appointed as Vice-President Commercial of the company, pursuant to the provisions of Section 188(1)(f) of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, applicable provisions of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, and other applicable provisions, if any, (including any statutory modifications, clarifications, substitutions, or re-enactments thereof for the time being in force), holding an office or place of profit, w.e.f. 11^th November 2024,obtained by way of ordinary resolution via Postal Ballot on 03.01.2025, result of the same has already uploaded on the BSE and NSE stock exchanges and Website of the Company.

The Board of Ruchira Papers Limited has an optimal combination of Executive and Non-Executive Directors, with 50% of the Directors being Non-Executive Independent Directors. The Company has 6 Whole Time Directors and one Managing Director. As of 31^st March 2025, the total number of Directors on the Companys Board is 14, consisting of 7 Executive Directors and 7 Non-Executive Independent Directors.

The Board of Directors of the Company is appropriately constituted with a balanced representation of Executive Directors, Non-Executive Directors, and Independent Directors. The changes in the composition of the Board of Directors that occurred during the review period were executed in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and

clarifications on the agenda items before the meeting and for meaningful participation of the meeting.

All decisions of the board and committee meetings were taken with the requisite majority and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

During the year the company has declared and paid the dividend of H5/- per Share for F.Y. 2023-24, and the company has complied with all the relevant provisions of the Companies Act, 2013 and SEBIs Rules and Regulation for payment of Dividend.

Further, We report that there were no instances of:

I. Public/Right/ debentures/ sweat equity etc.

II. Redemption / buy back of securities.

III. Amendment in MOA and AOA.

IV. Increase in Authorized/Share Capital.

V. Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013.

VI. Merger/amalgamation/reconstruction, etc.

VII. Foreign technical collaborations etc.

To,

The Members,

Tirlokpur Road, Kala Amb

Himachal Pradesh-173030

Please note that our report of the even date should be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

i) Energy conservation remains an important thrust area for the Company, and we continuously monitor our efforts in this area. Here are the steps we have taken and the impact of our energy conservation initiatives:

¦ The Company has undertaken a system enhancement by installing a equipment to improve the pre-heating process before material is fed into the evaporation unit. This modification allows better use of available heat, which would otherwise be lost, leading to improved thermal efficiency. As a result, steam generation in the boiler has increased, contributing to meaningful energy savings and improved operational performance.

¦ Interlocking provided in wood pulp refining to optimize running hours of agitator with motor, ensuring safe and efficient operation only during the refining cycle. This modification resulted in energy savings of approximately 100 kWh per day.

¦ By installing two indirect-type heat

exchangers to preheat the HBL before firing, raised the HBL temperature without adding water, thereby increasing the concentration of firing HBL. This optimization improved steam generation and contributing

significantly to energy conservation.

¦ The HBL storage tank injection pump is currently driven by an 18.5 kW motor, operating during the cascade water boiling period. Identical HBL injection pumps in the same system are successfully operating with 15 kW motors. To optimize power usage, an expected annual energy saving of approximately 1,548 kWh..

(ii) The steps taken by the Company for utilizing alternate source of energy:

The Company is generating steam from Chemical Recovery Boiler, wherein Black Liquor Solids are fired to generate the steam and power the same is confirmed as Renewable Biomass Source by Ministry of New & Renewable Energy, Govt. of India.

Total Energy Consumption per unit of production of paper for the year 2024-25 is given in table below.