West Coast Paper Mills Ltd

Your Directors are pleased to present the 70th Annual Report of your Company, together with the audited financial statements for the year ended 31st March 2025.

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

Your Directors are pleased to recommend a dividend of Rs. 5/- per equity share (250%) for the financial year 2024-25, subject to shareholder's approval at the forthcoming Annual General Meeting.

The performance of the Company during the year under review got impacted compared to the previous year mainly on account of significant increase in wood cost and decrease in realization due to surge in imports at low prices.

The Company shall continue to focus on improving its operating efficiencies with better product mix.

The production of Paper and Paperboard was 318590 MT (99.6 % capacity utilization) during the year against 303766 MT in the last year (95% capacity utilization) i.e., higher by 14824 MT.

The Sale of Paper and Paperboard was 313823 MT during the year against 304950 MT in the last year i.e., higher by 8873 MT. Turnover during the year was Rs. 2250 Crores as against Rs. 2427 Crores in the last year, i.e., lower by Rs. 177 Crores. The Operating EBITDA margin was 15 % during the year.

The production of Optical Fiber Cable was 105481 Kms during the year against 84719 Kms in last year, thereby higher production by 20762 Kms. The Sale of Optical Fiber Cable was 108626 Kms during the year as against 79387 Kms in the last year i.e. higher by 29239 Kms. The Turnover was Rs. 252 Crores during the year as against Rs. 188 Crores in the last year i.e., higher by Rs. 64 Crores. The Operating EBITDA margin was 9 % during the year.

Export of Paper and Paperboard in foreign currency during the year was 2449 MT worth Rs. 16 Crores (FOB) as against 2297 MT worth Rs. 18 Crores (FOB) in the last year. Similarly, Export of Cable during the year was Rs. 3 Crores (FOB) against Rs. 5 Crores (FOB) in the last year.

Company is continuously working by phase wise investment at Paper Division, Dandeli for improving paper quality, produce new speciality products and reduction of usage of steam, power, chemical, water and also minimize the breakdown of machines.

Additionally, Company's Cable Division is establishing its own Optical Fiber Draw Towers factory at Rangareddy, Telangana at the same site where new manufacturing facility for Optical Fiber was set up during last financial year. This Optical Fiber Plant will ensure a reliable raw material source for both the optical fiber cable manufacturing units in Mysore and Hyderabad.

During the year under review, Four Board Meetings were held and details thereof are mentioned in the Report on Corporate Governance, forms a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has formulated a policy for appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 for Directors, Key Managerial Personnel (KMP) and Senior Executives of the Company. The Policy is available at the Company's website and can be accessed at: https://www.westcoastpaper.com/policies/

Criteria for performance evaluation of Independent Directors as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith forms a part of this report.

The requisite details as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith forms a part of this report.

The Directors' Responsibility Statement, as required under Section 134(5) of the Companies Act, 2013, is annexed herewith forms a part of this report.

There is no retirement of Directors during the financial year 2024-25.

Shri Rajendra Jain (DIN: 07250797) will retire from the office by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri Rajendra Jain (DIN: 07250797) has been re-appointed as Executive Director (Whole Time Director) of the Company for two years w.e.f. 31st July 2024 by the Board of Directors in their meeting held on 27th May 2024 and approved by the Shareholders at the 69th Annual General Meeting held on 14th August 2024.

1. Shri Ashok Kumar Garg (DIN: 07633091) has been re-appointed as Independent Director of the Company at the meeting of the Board of Directors, held on 14th November, 2024 and approved by the Shareholders through postal ballot on 11th January, 2025 for second term.

2. Shri Vinod Balmukand Agarwala (DIN:01725158) has been re-appointed as Independent Director of the Company at the meeting of the Board of Directors, held on 13th February, 2025 and approved by the Shareholders through postal ballot on 2nd April, 2025 for second term.

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of meeting the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner of evaluation has been explained in the Corporate Governance Report.

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The Policy is available on the website of the Company and can be accessed at: https://www.westcoastpaper.com/policies/

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business in the compliance of applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons. The Details of related party disclosure and transaction as required by the Accounting Standards read with Section 134(3)(h) have been made in the notes to the Financial Statements.

The Policy on related party transaction and its materiality as approved by the Board is uploaded on the Company's website and can be accessed at: https://www.westcoastpaper.com/policies/

Gloster Cables Limited, Jayshree Chemicals Limited and Kilkotagiri and Thirumbadi Plantations Limited are the group Companies of S.K. Bangur Group.

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 a copy of Annual Return is available at the Company's website and can be accessed at: http://www.westcoastpaper.com/investors/.

The information required under Section 134(3)(m) of the Companies Act, 2013 is annexed herewith forms a part of this report.

The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company and the policy may be accessed on the Company's website.

Annual Report on CSR activities undertaken by the Company during the financial year ended on 31st March, 2025 in the prescribed format is annexed herewith and forms a part of this report.

A comprehensive Management's Discussion and Analysis Report, as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith forms a part of this report.

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Corporate Governance Report is annexed herewith forms a part of this report.

A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith forms a part of this report.

The Company is complying with Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to Corporate Governance and reports to that effect are being regularly filed with the Stock Exchanges. The Company has obtained declaration from the Directors and Senior Management Personnel of the Company for compliance of Code of Conduct and the Certificate from CEO/CFO was placed before the Board of Directors at the meeting held on 23rd May, 2025.

The Company has complied applicable Secretarial Standards issued by the ICSI under Section 118 of the Companies Act, 2013.

Auditors of the Company have not reported any offence involving fraud is being or has been committed against the Company by the officers or employees of the Company, under Section 143(12) of the Companies Act, 2013.

The paid-up Equity Share Capital as on 31st March, 2025 was Rs. 1320.98 lakhs comprising of 6,60,48,908 Equity Shares of Rs. 2/- each. During the year under review, the Company has not issued any further shares to the members or general public.

Your Company has not invited or accepted any deposits during the financial year ended on 31st March, 2025 under Section 73 of the Companies Act, 2013 and Rules made thereunder.

Your Company has not issued any Convertible/Non-Convertible Securities during the year ended March 31, 2025.

Details of Loans, Guarantees and Investments cover under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements.

Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for the financial year ended on 31st March, 2025 is annexed herewith forms a part of this report.

The Vigil Mechanism of the Company incorporates a policy under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meetings of the Board and its Powers) Rules 2014, provide the mechanism for Employees and Directors of the Company to approach the Executive Director and the Chairman of the Audit Committee of the Board. Protected disclosures can be made by a Whistle Blower by means of e-mail or telephone or letter to the Executive Director or to the Chairman of the Audit Committee. The policy on Vigil Mechanism/Whistle Blower is available on the Company's website and can be accessed at: https://www. westcoastpaper.com/policies/

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.

Details required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Companies (Accounts) Amendment Rules, 2018 covered in the report of Corporate Governance forms a part of this report.

During the financial year ended on 31st March, 2025, there were no significant and material orders passed by the Regulators or Courts, which would impact the status of the Company and its future operations.

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self explanatory and in the opinion of the Directors, do not call for any clarifications.

M/s Singhi & Co. Chartered Accountants, Kolkata re-appointed as Statutory Auditors at the 67th Annual General Meeting of the Company pursuant to the provision of rotation under Section 139 and 141 of the Companies Act, 2013 and Rule 7 of the Companies (Audit and Auditors) Rules, 2014, for a period of 5 consecutive years till the conclusion of 72nd Annual General Meeting, without any further ratification by the shareholders, pursuant to the amended provisions of Section 139 of the Companies Act, 2013 and Rules made there under, notified by Ministry of Corporate Affairs as on 07.05.2018. The observations of the Auditors in their report for the financial year 2024-25 on Accounts and the Financial Statements, read with the relevant notes are self-explanatory.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Naman Joshi, practicing Company Secretary, Bangalore as Secretarial Auditor to carry out Secretarial Audit of the records maintained by the Company for the financial year 2024-25. The Report given by him for the said financial year in the prescribed Form No: MR 3 is annexed to this report.

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 and revised order of the Central Government dated 31.12.2014, the Company has maintained cost accounts and records. The Cost Audit for the financial year ended on 31st March, 2024 was conducted by Shri Umesh Kini, Cost Accountant, Sirsi and as required Cost Audit Report was duly filed with Ministry of Corporate Affairs, Government of India. The Audit of the Cost Records for the financial year ended on 31st March, 2025 is being conducted by the said Cost Auditor and Report will also be filed with the Ministry of Corporate Affairs , Government of India.

There are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inputs, availing of services, fixed assets, for the sale of goods and providing of services. Full-fledged Internal Audit department carries out pre and post audit of all significant transactions throughout the year. Company has also appointed M/s S.S.Kothari Mehta & Co., Chartered Accountants, New Delhi (outsourced) as Internal Auditor. Based on the Annual Internal Audit programme as approved by Audit Committee of Board, regular internal audits are conducted. Findings are placed before Audit Committee, which reviews and discuss the actions taken with the Management.

Industrial Relations remained peaceful and cordial throughout the year under review. Your Company value the long association of employees including contractors and their workmen to sustain industrial harmony and create a positive work environment. After due deliberation with regard to the wage negotiation discussion, Long Term Wage Settlement was signed by both the parties before Deputy Labour Commissioner, Belagavi on 28.10.2024 thereby concluding the Charter of Demands of the JNC. Your Directors acknowledge the support and co-operation from employees.

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements together with Auditors' Report forms a part of this report. A Report on the performance and financial position of unlisted wholly owned subsidiaries and listed subsidiary Company (Andhra Paper Limited) for the financial year ended 31.03.2025 included in the Consolidated Financial Statements is presented in the separate section AOC-1, forms a part of this report.

Pursuant to the provisions under Section 136 of the Companies Act, 2013 the financial statements including consolidated financial statements along with relevant documents and separate Audited Accounts of the subsidiary companies are available at the Company's website https://www.westcoastpaper.com.

Your Directors would like to express their sincere appreciation and thanks to the Central and State Governments, Banks, Financial Institutions, Customers, Suppliers and Shareholders for their continued support and co-operation. Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees of the Company, who have contributed significantly towards Company's performance and growth.