Shree Rama Newsprint Ltd

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.

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.

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.

• 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 Rs.2,861.39 lakhs in FY 2024-25 as against Rs.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 Rs.35 crore.

The Net Loss from discontinued operations was Rs.7,767.30 lakhs in FY 2024-25 as against Rs.1,545.22 lakhs in FY 202324, primarily on account of an impairment loss of Rs.6,956.45 lakhs recognized on remeasurement of assets to fair value less cost to sell.

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

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

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

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.

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.

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.

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.

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.

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

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

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.

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".

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.

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.

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.

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.

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.

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:

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.

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.

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.

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.

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.

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

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

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

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

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.

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.

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 and Analysis is made part of this Annual Report.

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.

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".

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.

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.

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.

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

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

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.

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.

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.

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.

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

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.

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:

During the year under review, the provisions of the Maternity Benefit Act, 1961 are not applicable to the Company.

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.

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.

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued cooperation 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.