Malu Paper Mills Ltd

The Directors have pleasure in presenting the Thirty-first (31^st)Annual Report for the year ended 31^st March 2024 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS

(Rs. In Lakhs)

KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE:

The Company continues to be engaged in manufacturing and sale of Kraft Papers, Writing & Printing and Newsprint papers. During the year 2023-24, the Company recorded a turnover of Rs. 2,74,44,08,013/-and net profit of Rs. 92,71,069/-compared to the turnover of Rs. 2,33,88,87,628/- and net loss of Rs. 10,35,41,038/-for the previous year 2022-2023.

STATE OF AFFAIRS

The company is in the business of Manufacturing Newsprint, Writing & Printing paper and Kraft Paper. The overall profitability of the Company during the year under review, as compared to the previous year, has been improved as company has increased its capacity in the Writing & Printing paper segment to utilize the higher capacity utilization.

The current year witnessed lot of change in the international paper market and these changes impacted the operations of the Indian paper industry. In the FY 2023-24 the company produced 82,442 Mt of paper as against 53,459Mt produced in FY 2022-23. In FY 2022-23, the company produced 33,612 Mt (63%) of Kraft paper and 19,815 Mt (37%) of Newsprint & Writing printing paper. In FY 2023-24, the company produced 47,439 Mt (58%) of Kraft paper and 35,003 Mt (42%) of Newsprint & Writing printing paper. There was a change in the product mix in FY 2023-24 to take advantage of the market scenario.

Malu Paper Mills Ltd has paper mills strategically located in Central India at Nagpur (Maharashtra). The company is the largest Newsprint and Writing & Printing manufacturer of

Central India with 49,500 TPA capacities and produces quality Newsprint and Writing & Printing Paper with recycle process. The company has swing facility wherein it can change to Newsprint and Writing paper production at short notice. The company is also in the manufacture of the packaging paper of recycle grade with an annual capacity 49,500 TPA. The positive turn of events in the Indian paper industry in the current year due to changes in the International and Domestic market, Environment and Industrial policy of the government has resulted in favourable changes, which will continue to impact the prospects of the company in years to follow.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no major change in the business of the company during the financial year ended 31^st March, 2024.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors met Four (04) times during the year and the details thereof were mentioned in the Report of Corporate Governance forming part of this Annual Report.

AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

The statutory auditor's report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report.

DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors' report, no fraud u/s 143(12) reported by the auditor.

STATUTORY AUDITORS

At the 29^thAGM M/s Demble Ramani & Co., Chartered Accountants, Nagpur (Firm Registration No:-102259W) was appointed as statutory auditors of the Company for a term of 5 years from the financial year 2022-23 onwards. Accordingly, M/s Demble Ramani & Co., Chartered Accountants, Nagpur will continue as statutory auditors of the Company till the financial year 2026-27.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SECURITY PROVIDED

The loans given, investments made or guarantee given or security provided by the Company is same as mentioned in notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions entered into during the financial year were on arm's length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company during the financial year under review. Accordingly, disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act in prescribed format Form AOC-2 is not applicable.

However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no 27 to the Balance Sheet as on 31^st March, 2024.

TRANSFER TO RESERVES

The Company transferred a sum of Rs. 92,71,069/- to Retained Earning Reserve during the financial year ended 31^st March, 2024.

CHANGE IN SHARE CAPITAL

The Paid-up Share Capital as on 31^st March, 2024 is INR 17,05,92,500 comprising 1,70,59,250 Equity Shares of Rs.10/-each. There has been no change in the capital structure of the Company during the year.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

DISCLOSURE ON ACCOUNTING TREATMENT

The Company has adopted the Indian Accounting Standards (IndAS) from Financial Year 2017-18, as mandated. Accordingly, the financial statements for current year, including comparative figures of previous year are based on IndAS and in accordance with the recognition and measurement principles stated therein, as well as other accounting principles generally accepted in India.

The Company has not used any differential treatment which is not in compliance with accounting standards and the financials of the Company depict a true and fair view of the state of affairs of the Company.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR

Pursuant to Section 152(6) of the Companies Act, 2013 and as per clause 146 of Article of Association of the Company, the Managing directors of the Company shall be a Director not liable to retire by rotation.

The Act mandates that at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Shri. Purushottam Malu (DIN: 01720007), Non - Executive Director, liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for re-appointment. The Boards of Directors recommend his re-appointment at Item No. 2 of the Notice Calling 31^st Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri. Purushottam Malu (DIN: 01720007) who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, is incorporated in the annexure to the notice calling 31^stAnnual General Meeting.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Vijaykumar Mulchandji Sarda (DIN: 10727783), CA. Rajesh Nandkishore Sarda (DIN: 10727785) and CS. Surabhi Pankaj Gandhi (DIN: 10729302) as Independent Directors for a period of five years with effect from 25^th September, 2024 subject to the approval of the Members at the ensuing AGM. The Company has received a notice under Section 160 of the Companies Act, 2013 proposing their candidature as Independent Directors of the Company.

Mr. Chandrakant Thakar (DIN 00784189), Mr. Satyanarayan Rathi (DIN 01797378) and CA. Shrutika Inani(DIN 06937649)who were appointed as Independent Directors for second term at the 26^thAnnual General Meeting held on 27^thSeptember, 2019, will complete their tenure on 25^th September, 2024 and accordingly would cease to be Independent Directors of the Company.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and are independent to the management of the Company. During the year, the NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for attending meetings of the Company.

Except this, there has been no change in the composition of Board of Directors of the Company during the year under review.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are: Mr. Punamchand Malu - Managing Director& CEO, Mr. Banwarilal Malu - Jt. Managing Director, Mr. Prakash Modi-Chief Financial Officer and Mayuri Asawa - Company Secretary.

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the Listing Regulations, 2015 read with Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The maximum tenure of Independent Directors is in compliance with the Companies Act, 2013 ("the Act") and the Listing Regulations. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the Listing Regulations, 2015 and that they are independent of the management.

The Independent Directors have also confirmed that they have registered themselves in the databank of persons offering to become Independent Directors.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

Based on the intimations/disclosures received from the Directors periodically, none of the Director is a Director in more than 10 public limited companies (as specified in section 165 of the Act) and Director in more than 8 listed entities (as specified in Regulation 17A of the Listing Regulations, 2015) or acts as an Independent Director (including any alternate directorships) in more than 7 listed companies or 3 equity listed companies in case he/she serves as a Whole-time Director/Managing Director in any listed company (as specified in Regulation 17A of the Listing Regulations, 2015).

Further, none of the Directors on the Board is a Member of more than 10 Committees and Chairperson of more than 5 Committees (as specified in Regulation 26 of the Listing Regulations, 2015), across all the Indian public limited companies in which he/she is a Director.

EVALUATION OF INDIVIDUAL DIRECTORS, THE BOARD & ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013, and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015(‘SEBI Listing Regulations'); the Board of Directors have carried out an annual evaluation of its own performance as a whole, the directors individually as well as the evaluation of the working of its Committees.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole was evaluated, taking into account the views of executive directors and non- executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Board of Directors expressed their satisfaction with the evaluation process.

PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with Companies (Acceptance of Deposits) Rules, 2014.

CREDIT RATINGS

During the year under review no credit rating was obtained on the bank facilities of Malu Paper Mills Ltd (MPML).

INTERNAL FINANCIAL CONTROL

The Company has put in place adequate internal financial control procedures commensurate with its size, complexity and nature of business. The Company has identified and documented all key financial controls, which impact the financial statements as part of its Standard Operating Procedures (SOP). The financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and also independently by the Internal Auditor.

The Internal Auditor of the Company reports functionally to the Audit Committee of Board, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed M/s. Samria & Co. Chartered accountants, Chartered Accountants, Nagpur, as the Internal Auditors of the Company, for the FY 2023-24.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time, during the FY 2023-24, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

Further, the Company has appointed M/s. Samria & Co. Chartered accountants as the Internal Auditors of the Company of FY 2024-25.

COST RECORDS& COST AUDIT

The provision of Cost audit as per section 148 applicable on the Company and company has maintained proper records and account of the same as required under the act.

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s. Khanuja Patra& Associates, Cost Accountants, as Cost Auditors of the Company for conducting the audit of Cost records for the financial year ended on 31^st March 2024. The audit report will be filed within prescribed period.

The Company has appointed M/s. Deepak Khanuja & Associates., Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year ending 31^st March, 2025.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE

The Company has constituted committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and company has complied with the provisions of the same.

During the year, no complaint of sexual harassment was received to the company. CONSOLIDATED FINANCIAL STATEMENTS

Company doesn't have any subsidiaries so there is no need to prepare consolidated financial statement for the F. Y. 2023-24.

COMPLIANCE WITH SECRETARIAL STANDARD

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard - 1 (‘SS-1') on Meetings of the Board of Directors and Secretarial Standard - 2 (‘SS-2') on General Meetings, during the FY 2023-24.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, there is no application made and/or no proceeding pending under the Insolvency and Bankruptcy Code, 2016

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, the Company has not made any settlement with its bankers for any loan(s)/facility(ies) availed or / and still in existence.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2023-24 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF BOARD'S REPORT

As required under Section 134(5) of the Companies Act, 2013, the Director's confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31^st March 2024 and of the profit of the company for that period.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The annual accounts for the year ended March 31, 2024 have been prepared on a going concern basis.

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

LISTING OF SHARES

Equity Shares of Company are listed on The Bombay Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

POLICY ON NOMINATION AND REMUNERATION:

In compliance with the requirements of Section 178 of the Act, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company's website. The web-link as required under the Act ishttp://www.malupaper.com/investors/

RISK MANAGEMENTPOLICY

Risks are inherent to our business as our operating environment is complex, highly regulated, and dynamic. To attain our strategic growth objectives, protect the interests of all our stakeholders and meeting legal requirements we have an established process of identifying, analysing, and responding appropriately to all business risks. We have a well-embedded Risk Management Framework to ensure that we are well-placed to manage any adverse effect posed by financial, operational, strategic or regulatory related risks. Our framework adopts appropriate risk mitigation measures for identified risks across functions. The process ensures that new risks, which might arise, or the impact of existing risks which might have increased, are identified and a strategy is put in place for mitigating such risks. The major risks identified by the management are Raw Material Risk, Quality Risk, Technological Risk, Competition Risk, Cost Risk, Financial Risk, and Legal/Regulatory Risk along with economic and political risks.

A review of the risk management policy is carried out annually by the Audit Committee and the Board of Directors.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 177 of the Companies Act, 2013, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. FCA Shrutika Inani, Independent Director was the Chairman of the Audit Committee.

CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on Corporate Governance along with Auditors' Report on its compliance is annexed, forming part of the Annual Report.

Further all the Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year 2023-24. A declaration to this effect signed by the Managing Director& CEO of the Company also forms part of this Annual Report.

Additionally, CEO/CFO Certification as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015forms part of this Annual Report.

A Certificate from Practicing Chartered accountant regarding the compliance with the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations is annexed to this Report.

In line with the requirements of Companies Act, 2013, your Company has constituted the Board Committees and has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE).

There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report in accordance with Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") forms part of this Annual Report as Annexure A.

SECRETARIAL AUDITORS

The Company had appointed CS. Yugandhara Kothalkar, Practicing Company Secretary as the Secretarial Auditor for the audit of the practices and procedures followed by the Company as prescribed to undertake Secretarial Audit of the Company for the FY 2023-24. Due to the pre-occupation CS. Yugandhara Kothalkar, Practicing Company Secretary tendered her resignation as a Secretarial auditor, w-e-f 15-04-2024.

Company then appointed CS V Ramachandran, Nagpur, Company secretary in Practice (Certificate of Practice Number-3773) to comply with the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24Aof the SEBI (LODR) Regulations, 2015 and also to provide the Secretarial Compliance Report for the financial year 2023- 24.Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure B to this Board's Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per Annexure C and forms part of the Board's Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure C.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company. Details are attached herewith as per Annexure C

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to corporate social responsibility are not applicable to the Company in the reporting financial year.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the provisions of Section 177(10) of the Companies Act 2013and Regulation 22 of the Listing Regulations, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The same has been uploaded on company's website at http://www.malupaper.com/investors/

Web Address of the Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, a copy of the Annual Return of the Company is available at the Company's website http://www.malupaper.com/investors/

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(a) The outstanding shares in the suspense account held with Sharekhan Limited lying at the beginning of the year is 3,019 shares;

(b) none of shareholders approached listed entity for transfer of shares from suspense account during the year;

(c) no shares were transferred from suspense account during the year;

(d) the outstanding shares in the suspense account held with Sharekhan Limited lying at the end of the year is 3,019 shares;

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OFEMPLOYEES:

None of the employee, including Key Managerial Personnel, was drawing in excess of the limits prescribed by Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees Rules, 1975, which needs to be disclosed in the Board's report.

The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year-

a) *The Executive Directors had decided to waive remuneration for the reporting financial year in the Board meeting held on 09-08-2023.

b) There is no increase in the remuneration of Chief Financial Officerin the financial year.

c) There is no increase in the remuneration of Company Secretary during the financial year.

d) The percentage increase in the median remuneration of employees in the financial year: 10.78%

e) The number of permanent employees on the rolls of Company: 211

Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Bankers, Customers, and Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company's growth.