Kuantum Papers Ltd

<dhhead>Directors’ Report</dhhead>

Dear Members

Your Directors take pleasure in presenting the 27th Annual Report on the business and operations together with Audited Financial Statements of your Company for the financial year ended 31st March 2024.

The summarized financial results of the Company for the financial year 2023-24 are given hereunder.

(INR in Lakhs)

Considering the satisfactory business operations coupled with satisfactory cash flows during the year under review, your Directors have proposed a dividend of INR 3/- (i.e. @300%) per share (previous year INR 3/- per share) on the Equity Shares of INR 1.00 each for financial year 2023-24.

Subject to the provisions of Companies Act, 2013, final dividend on Equity Shares as recommended by the Board of Directors, if declared at the ensuing Annual General Meeting, will be paid within 30 days of the declaration of same.

Further, in terms of Section 123(3) of the Companies Act, 2013, the Board of Directors had declared and paid interim dividend to the preference shareholders @ 10% per annum on pro rata basis for the period 1st April 2023 to 29th October 2023 amounting to Rs. 1,73,77,049/- (Rupees One Crore Seventy Three Lacs Seventy Seven Thousand and Forty Nine only) and the same is subject to the approval of the shareholders of the Company in ensuing Annual General Meeting. The Company had fully redeemed the Preference Shares amounting to Rs. 30 Crores during the financial year 2023-24.

Though the overall consumption levels of Paper in Domestic Market remained stable, prices have dropped during the year, compared to an extremely favourable and buoyant market in FY 2022-23. During the year under review, the performance of the Company was satisfactory and the Company achieved a production of 1,56,956 metric tonnes as against 1,52,172 metric tonnes in the previous year. The quantitative figure for the sale of paper was 1,56,931 metric tonnes this financial year as against the sale of 1,52,305 metric tonnes in the previous financial year.

The figures given in the Financial Statements for the current year under review are as under: The Company recorded a Net Sales Turnover (net of GST) including other income of INR 1,21,693.66 Lakhs (Previous Year INR 1,31,316.25 Lakhs) lower by 7.32 %; Operating Profit at INR 33,870.49 Lakhs (Previous Year INR 38,281.71 Lakhs), lower by 11.52%; Profit before exceptional items INR 24,761.06 Lakhs (Previous Year INR 26,638.59 Lakhs) lower by 7.04%; and the Net Profit after Tax and other comprehensive income (expense) at INR 18,320.86 Lakhs (Previous year INR 13,569.66 Lakhs) up by 35.01% . There were no exceptional items for the financial year ended 31st March, 2024(Previous Year INR 6,342.31 Lakhs, representing tax adjustments).

Paper Industry is a significant player in the World Economy. Paper usage has been declining in North America and Europe since a long while, while steeply rising in China and other Asian Economies. The four key Paper categories are: Newsprint, Printing and Writing Papers, Paper Boards for packaging applications, Tissue Papers & other Specialty Papers. Packaging grades account for over 55% of consumption, Printing and Writing grades over 35%, Tissue Papers 7-8% and others about 3%. Tissue and Packaging grades are expected to witness higher growth rates, in the future. The global pulp and paper market size was worth around US$ 365.60 billion in 2023 and is projected to surpass the valuation of US$ 434.36 billion by 2031 at a CAGR of 2.35% between 2024 and 2031. Interestingly, within this, the Global Printing Paper Market size was valued at USD 45.6 Billion in 2024 and is expected to reach USD 98.7 Billion by 2033, at a CAGR of 5.9% during the period 2024 – 2033.

Due to increased adoption of paper-based packaging materials, the wrapping & packaging segment is set to lead the paper market. Other significant sectors are sanitary segment backed by rising disposable income and awareness of personal hygiene in emerging economies. Global Printing Paper Market size was valued at USD 45.6 Billion in 2024 and is expected to reach USD 98.7 Billion by 2033, at a CAGR of 5.9% during the period 2024 – 2033.

The Indian paper industry accounts for about 5% of the world’s production of paper. The estimated annual turnover of the industry is INR 80,000 Crore and its tax contribution to the exchequer is around INR 5,000 Crore. The industry provides direct employment to 0.5 million persons, and indirectly to around 1.5 million.

Most of the paper mills are in existence for a long time and hence present technologies fall in a wide spectrum ranging from oldest to the most modern. The mills use a variety of raw material viz. wood, bamboo, recycled fibre, bagasse, wheat straw and grasses. In terms of share in total production, approximately 18% are based on wood, 73% on recycled fibre and 9% on agro residues. The geographical spread of the industry, as well as market, is mainly responsible for the regional balance of production and consumption.

The paper Industry holds immense potential for growth in India as the per capita paper consumption in India at around 15-16 kg, which is way behind the global average of 57 kg (200 + kg for developed countries). India is the fastest-growing market for paper globally and it presents an exciting scenario. Paper consumption is poised for a big leap forward in sync with economic growth. The futuristic view is that growth in paper consumption would be in multiples of GDP and hence an increase in consumption by one kg per capita would lead to an increase in demand of 1 million tonnes. Healthy demand for Printing and Writing paper and firm realisations are further expected to drive growth for this segment of paper manufacturing companies.

There was a downtrend observed in the paper industry in FY24 on the back of fall in the realizations despite higher input costs on the back of increased competition from imports. There was a sharp drop in the prices of Packaging board as well as the Maplitho paper and the Coated paper, with also a slight drop in the price of Copier paper. At the same time, there was some commodity price correction in pulp and coal, and that gave some benefit. However, wood cost which is a basic raw material for integrated pulp manufacturer remained very high and went up sharply by close to ~30 to 35% and therefore impacted the profitability.

However, rebound is expected FY25 onwards as the adoption of New Education policy is likely to boost the demand for WPP segment along with increasing penetration of specialized and conventional packaging in sectors such as FMCG, healthcare, e-commerce, pharmaceuticals, etc. Other key demand factors will include a focus on innovative and attractive packaging and the shift from plastic to paper-based packaging in the FMCG and food & food product sectors.

The Government announced the new National Education Policy (the NEP 2020) to focus on providing education that is equitable, accessible, high-quality and affordable. The New Education Policy was implemented in academic year 2023-24. With the gradual implementation of the NEP from academic year 2023-24, rise in the education spend by the Government, and increased thrust on education through initiatives such as Sarva Shiksha Abhiyaan/ Education of All, the Printing & Writing paper demand is expected to increase sharply. The policy acts as a roadmap to revolutionize schooling and higher education in India that will support and foster a lifelong learning culture to maximize the rich talents and resources the country has to offer. The NEP 2020 is a giant leap in a list of initiatives taken by the government in achieving Goal 4 (SDG4) of the 2030. The policy recognises the ever-changing knowledge and employment landscape in our global ecosystem and focuses on curricular and pedagogy reform, aligning it with international standards and making India a vibrant knowledge economy and a nation of thought leaders. The impending changes in the education policy and curriculum, alongwith the introduction of textbooks in 22 languages in alliance with NCERT and Ministry of Education are bound to create a huge demand for Writing and Printing paper to meet the needs of new Indian education system.

The ban on the use of plastics in a wide variety of applications that has been put in place by the Govt of India with effect from July 01, 2022, has given a big boost to paper production for new paper products, which will provide the most sustainable and right replacement of single use plastics. These new varieties of paper qualities are finding their way into the market, filling up the huge gap left behind by the plastic ban.

To regulate the import of paper as also to promote the flagship schemes like "Make in India" and "Atmanirbhar Bharat," the Government has brought the imports of paper under compulsory registration from the 1st October 2022. The import policy of major paper products, such as newsprint, handmade paper, wallpaper base, duplicating paper, coated paper, uncoated paper, Maplitho and offset paper, excluding currency paper, bank bonds and cheque paper and security printing paper, has been amended from ‘Free’ to ‘Free subject to compulsory registration under Paper Import Monitoring System’ by the Directorate General of Free Trade.

The backward integration and modernization of its pulping facilities, chemical recovery plant and captive power generation set up in 2021 has enabled the company in sustaining competitiveness in capacity and quality enhancement, cost reduction and improving margins and profitability of the Company. With the economy and business environment showing a strong growth trend, the benefits will be even more visible in the coming years.

Locking ahead and considering the strong fundamentals of the paper business and its growth potential, the Management has reviewed and re-evaluated the capex projects. Going forward, the proposed cost of the projects had been envisaged at Rs. 735.00 crores. The implementation period of the capex projects ranges from 6 months to 27 months. The project cost of Rs. 735.00 crores is proposed to be funded by loans of Rs. 535.00 crores and internal accruals/ USL of Rs. 200.00 crores. The implementation of projects will lead to enhancement of Paper Production from 450 TPD to 675 TPD with State of Art Technology of Shoe Press, Film Size Press & Calendar Section. The Company has planned setting up of new Displacement Digester System (DDS) for Wood Pulp Mill and upgradation of both Pulp Mills to enhance capacity from 365 TPD to 440 TPD, Upgradation of Power Plant, Recovery Boiler Island, Effluent Treatment facilities, Surface Water & WTP, Expansion of Nursery for Farm Forestry, Colony and other Infrastructure. Projects will be commissioned in a phased manner over a period of 2.25 years and all the projects are expected to be completed by 31st March 2026.

Banks have sanctioned/renewed the working capital limits amounting to INR 15,655 Lakhs (fund based INR 9,000 Lakhs, non-fund based INR 6,655 Lakhs) during the year under review.

As on 31 March 2024, your Company had Fixed Deposits of INR Rs. 4266.73 Lakhs. There were no overdue deposits as on 31 March 2024. The above deposits have been accepted for a period of 1 year to 3 years as per the Fixed Deposit Schemes duly approved by the Board of Directors pursuant to the compliance of the provisions of Sections 73 to 76 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014.

During the year under review, CARE Ratings Limited (CARE) has reviewed the external credit rating for the Long-Term, Short- Term Bank facilities and Fixed Deposits of the company and has reaffirmed the rating with stable outlook. The updated facility wise rating is as under:

There is no change in the nature of the business of the Company.

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Your Company does not have any subsidiary/joint ventures or associate company within the meaning of the Companies Act, 2013. Kapedome Enterprises Limited is the holding company having 66.51% equity capital of the Company.

As per requirement of Section 135 of the Companies Act, 2013 read with Schedule VII of the said Act and further read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has a duly constituted "Corporate Social Responsibility Committee" consisting of following persons as Members/ Chairman:

Mr Pavan Khaitan (Chairman)-Non-Independent, Executive Director

Mr D S Sadhawalia-Non-Independent, Non-Executive Director

Ms Shireen Sethi-Independent, Non-Executive Director

In pursuance of the Companies Act, 2013 and in alignment with its vision, the Company through its CSR initiatives will continue to enhance value creation in the society and in the areas in which it operates, through its services, conduct and initiatives, so as to promote sustained growth for the society and community.

During the year under review, the Company has spent an amount of INR 170.19 Lakhs against the CSR obligation of Rs. 167.41 Lakhs. Details about the CSR policy and initiatives taken by the Company during the year are available on your Company’s website www. kuantumpapers.com. The Report on CSR activities is given in Annexure-1 forming part of this Report.

The Company has spent more than the expenditure required to be spent on CSR Activities under Section 135 of the Companies Act, 2013 read with relevant Rules thereto.

Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called the ‘Whistle Blower Policy’ for Directors and employees to report concerns of unethical behaviour, actual or suspected, fraud or violation or the Company’s code of conduct or ethics policy. In line with this requirement, the Company has framed a "Whistle Blower Policy", which is placed on the Company’s website i.e. www. kuantumpapers.com. No complaint has been received during the year under review.

In line with the new regulatory requirements, the company has framed a ‘Risk Management Policy’ to identify and assess the key risk areas, monitor, and report compliance and effectiveness of the policy and procedure. A Risk Management Committee has also been constituted to oversee this process. Pursuant to Section 134(3) of the Act and Regulation 21 of SEBI (LODR) Regulations, 2015, Risk Management Committee was in place, comprising (i) Mr Pavan Khaitan (Chairman) Non-Independent, Executive Director, (ii) Mr D S Sadhawalia, Non Independent, Non-Executive Director and (iii) Mr Bhavdeep Sardana, Independent Director

During FY 2023-24, two Meetings were held on 29th April 2023 and 25th October, 2023 wherein, relevant mitigation measures identified for the Company were reviewed and discussed.

The Company believes that managing risks helps in optimising returns. A risk management framework have been developed and implemented by the Company for identification of elements of risk if any, which in opinion of Board may threaten the existence of the Company. It aims to identify commodity prices, price fluctuation of raw material and finished goods, Credit Risks, Inflation, Strategic Risks, etc. The effectiveness of risk management framework and system is periodically reviewed by Board of Directors of the Company. At present, in the opinion of the Board of Directors, there exists no risks which may threaten the existence of the Company.

The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure organisational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.

The Risk Management Committee is regularly informed about the potential risks, their assessment and minimisation procedures. The Board frames a plan for elimination / minimisation of the risk and further lays out the steps for implementing and monitoring of the risk management plan The Company is taking all the appropriate steps to avoid the risks that arise in the Company.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s risk management systems and programs comprises of various processes, structures and guidelines which assist the Company to identify, assess, monitor, and manages its risks, including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of the Company’s Management and the Risk Management Committee to oversee and manage these Programs. Details of the various risks, which can affect the Company’s business and the management’s perception, are more elaborately given in the ‘Management Discussion & Analysis’ attached to this Report.

Effective and strong internal financial control systems are developed in the Company for all the major processes to ensure reliability of financial reporting, safeguarding of assets and economical and efficient use of resources as also the compliance of laws, regulations, policies and procedures. The Company’s internal control systems are reviewed by an independent firm of Chartered Accountants. The firm independently evaluates the adequacy of internal financial controls through periodic reviews that cover all the functions and processes through reviewing major transactions. They report directly to the Audit Committee which ensures complete independence.

The Company has designed and implemented a process driven framework for Internal Financial Controls. For the year ended on March 31, 2024, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations. During the year, such controls were tested and were operating effectively.

All the relevant Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors.

Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Management assessed the effectiveness of the Company’s internal control over financial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 31, 2024. The Statutory Auditors of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in Section 143 of Companies Act 2013).

During the financial year 2023-24, the Company has fully redeemed unlisted 3,00,00,000 10% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid-up aggregating to Rs. 30.00 crores (Rupees Thirty Crores Only) at par, out of the profits of the Company, before maturity, in accordance with the provisions of Section 55 of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014. Hence, as at 31st March, 2024, the Paid up Preference Share Capital stands Nil.

Apart from above, there was no change in the Share Capital during the year under review. The Company has neither issued any shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares nor the Company has made any Public/ Rights/ Bonus/Buy back of Equity Shares of the Company. The paid up Equity Share Capital of the Company stood at Rs. 8,72,63,630 divided into 8,72,63,630 equity shares of face value of Re. 1/- each.

As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2024 were as under:

1. Mr. Pavan Khaitan , Vice Chairman & Managing Director

2. Mr. Roshan Garg, CFO

3. Mr. Gurinder Singh Makkar, Company Secretary (W.e.f. 01st December, 2023, in place of Mr. Vivek Trehan, Company Secretary)

During the year under review, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which could have potential conflict with the interest of the Company at large. All contracts / arrangements transactions entered into by the Company during the financial year under review with related parties were at an arm’s length basis and in the ordinary course of business. Necessary disclosures as required under the Accounting Standards have been made in the Financial Statements

During the year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions (transactions where the value exceeds Rs. 1,000 Crores or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC – 2 in terms of section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended.

Statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The Audit Committee as well as all the Directors who were Independent Directors approved the same. The policy on Related Party Transactions as approved by the Board can be accessed on the Company’s website at link https://www.kuantumpapers.com/pdf/ RPT-Policy.pdf .

All the related party transactions are done at arm’s length and pertain to FY 2023-24.

Members may refer Notes to the Financial Statements, which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

There are no significant material orders passed by the Regulators, Courts or Tribunals, which would impact the going concern status of the Company and its operations in future.

As on date Audit Committee of the Board consists of Four Directors, with three of them being Independent Directors. The Chairman of the Audit Committee is Mr. Vivek Bihani and the Members are Mr Bhavdeep Sardana, Independent Director, Ms Shireen Sethi, Independent Director and Mr. Pavan Khaitan, Executive Director. An Independent Director is the Chairperson of the Committee.

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Pursuant to the provision of Regulation 43A of the SEBI ( Listing Obligations and Disclosure Requirement) Regulations, 2015, the top 1,000 listed entities based on market capitalisation (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in annual report.

Though, now the Company is not covered among top 1,000 listed entities as at 31st March, 2024, yet in terms of Regulation 3(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015, the duly approved Dividend Distribution Policy is in place. The Policy can be accessed on the Company’s website at weblink: https://www.kuantumpapers.com/pdf/Dividend-Distribution-Policy.pdf.

The Board has, on the recommendation of the Nomination & Remuneration Committee, already framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. The policy covers Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees.

The Remuneration Policy of the Company is available at the website of the Company at https://www.kuantumpapers.com/policies.

During the financial year 2023-24, there had been no changes in directorship.

During the year under review, the Shareholders of the Company, by way of Special Resolution passed through Postal Ballot Process had approved the re-appointment of Mr. Bhavdeep Sardana (DIN:03516261) as an Independent Director for a second consecutive term of five years commencing from 20th December, 2023 to 19th December, 2028, not liable to retire by rotation.

Further the Board of Directors of the Company has during the year 2023-24, re-appointed Mr. Pavan Khaitan as Vice Chairman

& Managing Director for a further period of three years w.e.f. 01st April, 2024, subject to the approval of shareholders. The Shareholders of the Company, by way of Special Resolution passed on 25th May, 2024, through Postal Ballot, has duly approved his re-appointment w.e.f. 01st April, 2024.

Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Jagesh Kumar Khaitan, Director shall retire by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Further, on account of superannuation of Mr. Vivek Trehan, he ceased to be Company Secretary & Compliance Officer, i.e. a Key Managerial Personnel of the Company. The Company duly placed on record appreciation for services rendered by him during his long association with the Company. Mr. Gurinder Singh Makkar was appointed as Company Secretary & Compliance Officer in his place, during the year under review.

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to act as Independent Director under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant rules.

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 SEBI Listing Regulations and that they are independent of the management.

In terms of Regulation 25(8) of SEBI Listing Regulations, Independent Directors 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. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company .

Further, the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the

Independent Director Databank maintained by the Indian Institute of Corporate Affairs (IICA) and hold valid certificate of registration.

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarized the Independent Directors in the following areas:

a. Nature of the industry in which the entity operates; b. Business model of the entity; c. Roles, rights, responsibilities of independent directors

Presentations are made to the Board/Committees of the Board on regular intervals which, inter alia, cover business strategies & reviews, operations, Industry developments, management structure, quarterly and year to date financial results, budgets/business plans, review of Internal Audit and risk management framework.

Your Company follows a structured familiarisation programme through various reports and internal policies for all the Directors with a view to update them on the Company’s policies on a regular basis. Letter of Appointment(s) are issued to Independent Directors setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Director is taken through a formal induction program including the presentation from the Executive Directors on the Company’s manufacturing, marketing, finance and other important aspects. All our Directors are aware and also updated, whenever required, of their role, responsibilities and obligations under the provisions of the Companies Act, 2013 and Rules made there under an Agreement/ Regulation 25 of the Listing Regulations, 2015. The details of the Familiarisation Programmes for Independent Directors are made available on Company’s website at the web link: https://www.kuantumpapers.com/pdf/ Familiarisation-Programme.pdf

Nomination, Remuneration and Evaluation Policy has been framed by the Nomination and Remuneration Committee. This Committee has laid down the criteria for performance evaluation of the individual Directors as well as the Board. The framework of performance evaluation of the Directors captures the following points.

(a) Performance of the directors and key attributes of the Directors that justify his/her extension/continuation on the Board of the Company.

(b) Participation of the Directors in the Board proceedings and their effectiveness.

(c) Fulfilment of the independence criteria and their independence from the management as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or enactment thereof for the time being in force) in case of Independent Directors.

The Board adopted a formal mechanism for evaluating its performance as well as of its Committees and individual Directors including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board’s functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligation, governance issues, participation and effectiveness.

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees on the evaluation criteria defined by the Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors. The Board’s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the Management outside Board/ Committee Meetings.

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law or SEBI (LODR) Regulations, 2015 to be placed before the Board, have been placed, the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, whether the Board regularly reviews the investors grievance redressal mechanism and related issues, Board facilitates the independent directors to perform their role effectively etc. The criteria for evaluation of committee include taking up roles and functions as per its terms of reference, independence of the committee, policies which are required to frame and properly monitored its implementation, whether the committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated

During the year under review, a meeting of Independent Directors was held on 01st February, 2024. The performance of the Non-Independent Directors and the Board as a whole vis- ?-vis the performance of the Chairman of the Company was reviewed by the Independent Directors.

In conformity with the evaluation policy and laid down parameters, the overall contribution of each Director was assessed as satisfactory and appreciable. The suggestions, participation, involvement and constant efforts of each director in the light of the business operations and overall growth and development of the Company was really significant.

There were no observations of the Board with regard to the previous year. However, it has been the endeavor of the Board of Directors of the Company to attain the highest level of transparency, accountability and integrity as well as utmost applicable legal and ethical standards in the functioning of the Company with a view to create value that can be sustained continuously for the benefit of its stakeholders.

The Company proposes to hold more trainings, presentations and interactions enabling the Directors to uphold highest standards of integrity & probity and strict adherence of the Companies Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, and other rules and regulations besides Company’s Code of Conduct as also to strive for constructive, effective and value-added deliberations at the meetings as also to consistently strive to implement best corporate governance practices reflecting its strong value system and ethical business conduct.

In compliance with Section 149(8) of the Act read along with Schedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors separately met on 01st February, 2024.

The Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board and of Non-Independent Directors, as required under the Act and the Listing Agreement. The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company Management and the Board of Directors of your Company. All the Independent Directors were present at the Meeting.

The Board has on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection, appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management. Details of the Nomination and Remuneration Committee are given in the Corporate Governance Report. The Nomination, Remuneration and Evaluation Policy as approved by the Board is placed on the Company’s website i.e. www.kuantumpapers.com.

The Company’s Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed there under.

Internal Complaints Committees have also been set up to redress complaints received regarding sexual harassment. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:

In terms of Companies (Accounts) Amendment Rules, 2018, it is hereby stated that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

The Board meets at regular intervals to discuss and decide on Company’s business operations, policies and strategy apart from other Board businesses.

During the year, 5(Five) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. Details of the number of meetings of Board of Directors and committees thereof and the attendance of the Directors in such meetings are provided under the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time. Pursuant to the circular relating to the "enforcement of SEBI Order regarding appointment of directors by listed companies" dated June 20, 2018, none of the director of the Company, is debarred from holding the office of director pursuant to any SEBI order.

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’),

Management Discussions and Analysis report ("MD&A Report") providing a detailed overview of your Company’s performance, industry trends, business and risks involved is provided separately and forms part of Annual Report.

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following are the Committees statutorily constituted by the Board and function according to their respective roles and defined scope:

Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance which forms part of the Annual Report.

Apart from above statutory committees, the Board of Directors has also a non-statutory committee viz. Finance Committee.

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company’s website at www.kuantumpapers.com.

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

As on March 31, 2024, 99.25% Equity Shares were in dematerialised form with National Securities Depository Limited and Central Depository Services (India) Limited and rest 0.75% were in physical form.

The properties/assets of your Company are adequately insured.

The financial statements of your Company are prepared in accordance with the Indian Accounting Standards (‘Ind- AS’) pursuant to the Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015

M/s O P Bagla & Co. LLP, Chartered Accountants, (Firm Registration No. 000018N/N500091), Statutory Auditors of the company were appointed for a period of five years by the shareholders of the Company to hold office from the conclusion of the 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has received a written consent from the Auditors to their continued appointment and also a certificate from them to the effect that their existing appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and rules made thereunder.

The Auditors report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Notes on Accounts referred to in the Annexure to the Statutory Auditor’s Report are self-explanatory and do not call for any comments.

The details relating to fees paid to the Statutory Auditors are given in the Financial Statements and Corporate Governance Report in the Annual Report.

In terms of Companies (Accounts) Amendment Rules, 2018, a Disclosure is hereby made that maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

M/s R.J. Goel & Co., Delhi were appointed as Cost Auditors for conducting the cost audit of the Company for the year ended 31st March 2024. The Company’s Cost Audit Report for the year ended 31st March 2023 was duly filed during the financial year 2023-24 within stipulated period. The Board of Directors has on the recommendation of Audit Committee, appointed the said firm as Cost Auditors of the Company for the financial year 2024-25. For the year 2023-24, the Cost Audit report shall be duly filed within prescribed time.

M/s S.K. Sikka & Associates, Company Secretaries were appointed as Secretarial Auditors to conduct Secretarial Audit of the Company and have submitted the Secretarial Audit Report for the year ending 31st March, 2024 which is annexed to this Board’s Report as Annexure-4.

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. The said Secretarial Audit Report or Report on annual secretarial compliances does not contain any qualification, observation reservation or adverse remark made by the Secretarial Auditor.

Further pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, read with Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018, the Company is required to obtain a certificate from Practicing Company Secretary that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The said Certificate has been obtained from the M/s S.K. Sikka & Associates, Company Secretaries, which is given at Annexure-7 and forms part of Board’s Report..

Pursuant to Section 204 of the Companies Act, 2013 M/s S.K. Sikka & Associates, Company Secretaries have been appointed as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ending 31st March 2025.

As per the requirements of Regulation 25 (10) of the SEBI further read with Regulation 3(2) of Listing Regulations, applicable to the Company, the Company has taken Directors and Officers Insurance Policy (D & O) for all of its Directors.

Details pertaining to the shares in ‘Unclaimed Suspense Account’ in Compliance with the terms of SEBI (LODR) Regulations, 2015 are given in the Report on Corporate Governance annexed with this report.

During the year under review, only one Special Resolution was passed through postal Ballot i.e. the Shareholders of the Company, by way of Special Resolution passed through Postal

Ballot Process had approved the re-appointment of Mr. Bhavdeep Sardana (DIN:03516261) as an Independent Director for a second consecutive term of five years commencing from 20th December, 2023 to 19th December, 2028, not liable to retire by rotation.

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by CEO/ Vice Chairman & Managing Director of the Company is annexed at Annexure-9 and forms part of this Annual Report. The said code is available at the Company’s website i.e. www.kuantumpapers.com.

Details of Remuneration including Commission received only from the Company by Managing/Whole Time directors are given in Corporate Governance Section which forms part of Annual Report. In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has received any commission from the holding company. The Company is not having any subsidiary and hence the same is not applicable to the Company.

A Report on Corporate Governance along with a Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed at Annexure-5 and Annexure-6 respectively and form part of the Annual Report.

As required under the provision of the Section 124 & 125 and other applicable provisions of the Act, dividends that remain unpaid / Unclaimed for a period of consecutive 7 years, are required to be transferred to the account administered by the Central Government viz. Investor Education and Protection Fund ("IEPF"). Further, according to the said Rules, the shares on which Dividend has not been encashed or claimed by the Members for 7 consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, the abovestated unpaid dividends and shares requiring transfer to Investor Education and Protection Fund during the year 2023-24, has been duly transferred.

The industrial relations remained very cordial and responsive during the year under review.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year March 31, 2024 is uploaded on the website of the Company and can be accessed at www.kuantumpapers.com under the weblink i.e. https://www. kuantumpapers.com/pdf/Form-MGT-7-2023-24.pdf

The Company does not propose to transfer any amount to general reserves. Capital Redemption Reserve have been created in accordance with Companies Act, 2013 at the time of redemption of preference shares by transferring amount equal to nominal value of preference shares so redeemed from surplus balance of profits.

Certain Statements in this Annual Report may constitute "forward looking statements". These forward-looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements.

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-2 which forms part of this Report. No foreign technology has been availed by the Company.

Relationships with the employees remained cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees at all levels to the operations and in establishing operational efficiencies of the Company during the year under review.

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the statement annexed herewith as Annexure-3 and forms part of this Report. The information required pursuant to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of INR 102 Lakhs per annum if employed throughout the year and INR 8.50 Lakhs per month if employed for part of the year, is given in the statement annexed herewith as Annexure-3.

As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to share holders of the Company and other stakeholders entitled thereto, excluding the Statement containing other Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

The securities (Equity Shares) of the Company are listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) . The Company has paid the listing fees to the BSE and NSE up to the financial year 2024-25.

There had been no loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 requiring particulars. Details of loans from Banks/FIs/ Directors, are provided in Financial Statements and Notes thereto.

Based on the framework of internal financial controls established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors including financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during Financial Year 2023-24.

Accordingly, pursuant to Section 134(3) ( ) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability state that:

(i) in the preparation of the annual accounts for the year ended

31 March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2024 and of the profit of the company for the year ended on that date.

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts have been prepared on a going concern basis;

(v) 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

(vi) 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.

As at 31st March, 2024, the Company is not covered amongst top 1000 listed entities based on market capitalisation, yet in terms of Regulation 34(2)(f) further read with Regulation 3(2) of the Listing Regulations, Business Responsibility and Sustainability Report (BRSR) of the Company for FY 2023-24 is annexed at Annexure-10 of Board’s Report and forms part of Annual Report of the Company.

There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016, which impacts the business of the Company.

There were no instances where your Company required the valuation for one time settlement or while taking any loan from the Banks or Financial Institutions. The Company has not made any onetime settlement during the Financial Year 2023-24 with Banks or Financial Institution.

Your Directors convey sincere thanks to the various agencies of the Central and State Governments, Banks and other concerned agencies for all the assistance and cooperation extended to the Company for their continued support. The Directors also deeply appreciate and acknowledge the trust and confidence the vendors, suppliers, dealers, customers, shareholders and investors reposed in the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

(CIN: L21012PB1997PLC035243)