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Dear Shareholder(s),

Your Directors are pleased to present the Company's 41st Annual Report on business and operations, together with the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE

(Rs. in crore)

STATE OF COMPANY'S AFFAIRS AND OUTLOOK

During the year under review, your Company achieved a steady growth while continued to recover through global pandemic challenges and the uncertainty caused by the global geopolitical developments such as russain-ukraine war. The war contributed to high commodity prices, tightening of monetary policy and a growth slowdown. In addition, the lockdown of the Chinese economy caused mills in China to flood the Southeast Asian market with their paper goods, significantly affecting paper businesses in India, which relies on this market for its exports. As a result, Indian paper and paper board companies saw a drop in their market share and profitability. Furthermore, an energy crisis in the Euro region posed a severe threat to the industry.

During FY 2022-23, your Company witnessed a significant impact from the rising prices of major imported raw materials such as pulp, waste paper and fuel. Amidst a trend of global greenflation, there has been also a surge in freight rates and container costs. Currently, we are sourcing raw materials from countries like United States of America, United Kingdom, Canada, New Zealand, Indonesia, etc. During the pandemic period and even thereafter, there were bottlenecks with regards to supply chain which is gradually now streamlining.

Despite external volatile environment, your Company was able to achieve highest ever turnover i.e. H 2,308 crore achieving a growth of 18% over the immediately preceding financial year. The EBITDA, Cash profit and Profit after tax (PAT) for the year under review stood at H 237.29 crore, H 160.69 crore and

H 69.17 crore respectively. During the year under review, the export sales of the Company declined mainly due to increase in export from China to the Southeast market at throwaway priceswhere the paper industry in India was exporting. This led to sharp fall in the prices of the Paper Board in the countries where the Company was exporting. In FY 2022-23, the Company's export sale stood at H 270 crore compared to H 586 crore in immediately preceding financial year.

During the year under review, size press successfully retrofitted in the largest newsprint machine of your Company making it suitable for producing other grades of papers. The trial run has been successfully completed. For the first time in the Indian Paper Industry, such a project in a running mill was successfully commissioned. With the successful commissioning of size press, the company was able to cater to the increasing market demand in the writing and printing paper segment apart from Newsprint. During the year under review, the writing and printing paper segment gave a good realization.

The implementation of a ban on single-use plastic starting from July 2022 has sparked a positive surge in the demand for paper-based products. This shift has resulted in promising growth opportunities for the paper board and packaging paper segment. To capitalize on this trend, paper manufacturers have proactively increased production and invested in advanced technologies to improve the quality and durability of their products.

Additionally, the aftermath of the COVID-19 pandemic has witnessed a significant transformation in consumer preferences towards eco-friendly and sustainable products. This shift in mindset has created a favorable market environment for the paper industry. Looking ahead, your company is well-positioned to leverage its state-of-the-art manufacturing facilities, market leadership in value-added paper boards, writing & printing paper and newsprint, as well as its established supply chain system. These strategic advantages will further enhance your company's leadership status in the Indian Paperboard and Paper Industry in the forthcoming years.

DIVIDEND

Your Director's are pleased to recommend dividend of H 8/- (i.e. 8%) per preference share of face value of H 100/- each and H 1.60/- (i.e. 80%) per equity share of face value of H 2/- each for the financial year ended 31st March, 2023. The dividend payout is in accordance with the Company's Dividend Distribution Policy.

Dividend Distribution Policy

In order to provide a broad Dividend Distribution framework to all the Stakeholders of the Company, your Company has adopted the Dividend Distribution Policy pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is available on the Company's website at http://www.emamipaper.in/downloads/dividend_policy.pdf

Unclaimed Dividend

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, Unclaimed Dividend amount of H 94,496 of the Company for the Financial year ended 31st March, 2015 has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013 on 22nd September,2022. The details of Unclaimed dividend on equity shares is available on company's website at www.emamipaper.in.

Transfer of Unclaimed Shares to Investor Education & Protection Fund (IEPF)

As per provisions of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 the Company has issued individual Notice through registered post to all the shareholders whose dividends were lying Unclaimed for consecutive seven years and public notice in this respect has been given in english and vernacular newspapers and details of such shareholders were uploaded on Company's website.

During the year under review, the Company has transferred 1,850 equity shares on which dividend were unclaimed for seven consecutive years, to the demat account of IEPF maintained with NSDL within the prescribed time.

Till date, the company has transferred 1,22,142 Equity Shares to the IEPF demat account and H 7,63,563.30 towards dividend to IEPF.

In terms of Section 125 of the Companies Act, 2013, the unclaimed or unpaid Dividend is due for remittance to the Investor Education and Protection Fund established by the Central Government in accordance with the schedule given below:-

Note - In view of the Covid 19 and extraordinary circumstances, your Directors did not recommended any dividend for the financial yearended 31st March, 2020 and 31st March, 2021 respectively.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of your Company which has occurred between the close of the financial year i.e. 31st March, 2023 and date of this report. There has been no change in the nature of business of your Company.

SHARE CAPITAL

The Company's paid-up equity share capital continues to stand at H 12.10 Crore as on 31st March, 2023. The said shares are listed on BSE Ltd. and National Stock Exchange of India Ltd. (NSE). During the year under review, the Company has not issued any shares or convertible securities or shares with differential voting rights and nor granted stock options or sweat equity.

TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to the General Reserve for the year under review.

PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits under Section 73 of the Companies Act, 2013 and the Rules made thereunder.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company does not have any Subsidiary or Joint Venture or Associate Companies.

BOARD OF DIRECTORS' & KEY MANAGERIAL PERSONNEL

Changes in Directors and Key Managerial Personnel

During the year under review, following changes took place in the composition of the Board of Directors & Key Managerial Personnel of your Company:-

Mr. Sushil Kumar Khetan, Director (Operations) & CFO, resigned from the closure of business hours on 31st May, 2022.

Based on the recommendation of Nomination and Remuneration Committee and approval of the Audit Committee, the Board of Directors of the Company at its meeting held on 28th November 2022, appointed Mr. Mukesh Kumar Agarwal, Assistant Vice President (Finance), as Interim Chief Financial Officer ("Interim CFO") and as Key Managerial Personnel of the Company

w.e.f. 28th November 2022.

Mr. Pitamber Sharan Patwari (DIN: 00363356) was re-appointed as Executive Director for a term of 3(Three) years commencing from 1st April 2020 and accordingly, his tenure ended on 31st March, 2023. Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors at their meeting held on 13th February, 2023 has appointed Mr. Pitamber Sharan Patwari as an Additional Director in the category of Non-Executive Non-independent Director

w.e.f. 1st April, 2023, liable to retire by rotation, to hold office up to the date of commencement of ensuing Annual General Meeting of the Company.

The shareholders of the Company by passing Special Resolution through postal ballot (remote e-voting) have approved the appointment of Mr. Pitamber Sharan Patwari along with his remuneration as Non-Executive Non- Independent Director w.e.f. 1st April, 2023. The deemed date of passing the Special Resolution was the last date of remote e-voting i.e. 15th April, 2023.

Directors retirement by rotation

Mr. Manish Goenka, Whole-time Director (DIN: 00363093) would retire by rotation and being eligible, offers himself for re-appointment.

Declaration by Independent Director(s)

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors have also complied with a Code of Conduct for Directors and Senior Management Personnel.

Meeting of Board of Directors and its Committees

During the year, five meetings of the Board of Directors were held. The details of Board Meetings held and attended by each Director and composition of various Committees of Board of Directors are detailed in the Report of Corporate Governance which forms an integral part of this report and is annexed hereto.

Policy on Directors Appointment and Remuneration

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has approved the Nomination and Remuneration Policy based on the recommendation of the Nomination & Remuneration Committee and the said policy is hosted on the Company's website at http://www.emamipaper.in/ downloads/epml_nrc_policy.pdf.

The Policy includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act.

Evaluation of Board, its Committees and Directors

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), the Board at its meeting held on 26th May,2023, has carried out the annual evaluation of its own performance and that of its Committees, Chairman and Individual Directors.

The manner in which the evaluation was carried out has been explained in the Report on Corporate Governance.

Separate Meeting of the Independent Directors

The Independent Directors of the Company met separately on 13th February, 2023, without the presence of Non-Independent Directors. All the Independent Directors were present at the meeting. Following matters were, inter alia, reviewed and discussed in the meeting:

Performance of Non-Independent Directors and the Board of Directors as a whole.

Performance of the Chairman of the Company after taking into account the views of Executive and Non-executive Directors.

Assessment of the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

CREDIT RATING

During the financial year under review, your Company was assigned credit rating of IND A-/Stable for its Loan facilities by India Ratings and Research. This reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meet its financial obligations.

AWARDS AND RECOGNITIONS

During the year under review, your company has received prestigious recognition for its outstanding achievements, earning several notable awards in various domains which includes:

Energy Excellency Award by CII (Eastern Region) in which the Company was adjudged as "State Champion - Odisha" in the manufacturing category of energy conservation. This recognition is for excellence in the Energy Conservation.

"Great Place to Work" recognition was granted to the Company by the "Great Place to Work – India". This coveted certification is valid from January, 2023 to January 2024.

CII National Award for Excellence in Water Management 2022 identified your company as "Note Worthy Water Efficient Unit" in "Within the Fence" Category.

"Meritorious Performance Award" at Odisha State Energy Conservation Award – 2022 by the state designated agency by BEE for "thermal power plants".

"Odisha" Leadership Award-2023" as most iconic organisation presented by World Manufacturing Congress.

"KALINGA CSR AWARD-2022" for CSR initiatives from IQEMS, IPE & OSPC Bhubaneswar by Hon. Finance Minister of the State of Odisha.

ENVIRONMENT MANAGEMENT

Your Company's approach towards environmental protection is guided by the Company's Environmental Policy, commitment towards a sustainable planet, a clean environment and a healthy workplace for its employees. The Company focuses on environmental management not only to comply with the applicable regulatory regime but also strives to contribute positively to the communities around its operations through varied community initiatives, encouraging biodiversity and natural resource conservation.

To meet its environmental objectives, the Company adopts the following:

Compliance to all relevant legislative requirements.

Minimize Pollution Load of Liquid Discharge as well as Air Emission.

Stimulate rational use of resources through behavioral and technological improvements.

Minimizing waste and maximizing recycling/ reuse.

Creating Awareness amongst the society and employees on Environment, Health and Safety.

Promoting comprehensive programs for continual improvement of Environmental performance.

Reducing specific energy consumption and thereby reducing the associated greenhouse gas emission.

Your Company has adopted one of the best Integrated Management Systems (IMS) certified by DNV-GL (a member of Det Norske Veritas" group, Netherlands) through their rigorous surveillance and certification audits, encompassing the following:

ISO 9001:2015 - Quality Management System

ISO 14001:2015 - Environment Management System

ISO 45001:2018 - Occupational Health & Safety Management Systemp>

At Emami Paper, significant progress has been made in energy conservation with the installation of energy efficient equipment along with various other measures.

On the Environment front, some of the vital environment control equipment and monitoring devices installed and maintained by the company are;

Continuous Ambient air quality monitoring system (CAAQMS-3 Nos.)

Continuous emission monitoring system (CEMS - 3 Nos.) with remote calibration facility.

IP surveillance cameras installed for Stack emission visibility.

Real Time Effluent Monitoring System(RTEQM) for final treated effluent quality measurement and uploading quality data to CPCB & OSPCB webservers.

Online groundwater level monitoring system along with Telemetry system(2 Nos.) for 12 Nos of bore well.

Air pollution control through ESP, pneumatically operated Ash conveying system wherein Ash is conveyed through pipelines, Dust Suppression System, Ash conditioner installed on Ash Silos for conditioning Ash before unloading onto the trucks, Water Sprinkling System on Coal conveyors etc.

Decanter for secondary sludge dewatering.

Rainwater harvesting through 20 Nos of recharge wells.

Dust Suppression Nozzles installed at Coal conveyors for effective control of coal dust.

Settling pits constructed at Coal yard and fly ash container movement area to eliminate the contamination from surface runoff water.

Wheel washing system installed to prevent the carryover of dust from within the plant to outside.

Developed alternate cost effective and better performance polymer for Screw press, which has improved floc formation, settling and drainage.

Installation of additional hill screen to arrest the total plastic rejects before entering to UASBR system.

Use of micronutrients in Aeration system (ETP) to increase MLVSS% for better treatment and to get better final treated water quality.

Your Company is also pleased to report that:

100% of fly ash generated is being used for fly ash bricks manufacturing.

Massive green belt development has been undertaken in and around the Company premises.

A large percentage of water from our Effluent Treatment plant is utilized for agricultural and plantation purposes and discharge to the Sapna Nala is minimized.

The Stringent targets taken to reduce Fresh water consumption by recycling/re-using. Following are some of the initiatives.

Fresh water consumption reduced by 400m3/day by recycling of back water through filters in PM-3.

Fresh water consumption reduced by 200m3/day in PM-2 from the existing level.

Fresh water consumption reduced by 400m3/day in PM-1.

The Primary sludge from the Effluent Treatment Plant is fired in Power Boilers as co-fuel which contributes towards generating Steam and Power and some portion is being disposed to egg tray manufacturing units based on demand.

Domestic Solid Waste Management system has been commissioned wherein the Organic Domestic Waste is treated through Vermicomposting and converted into Organic manure, which is used for vegetable farming.

The assets and systems mentioned above have enabled the Company to safeguard the environment and also to meet all statutory norms. As part of measures for long term sustainable growth, your Company continuously provides resources to offer better protection to the environment and conserve natural resources.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this report and is annexed as Annexure - A.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has formulated the policy for development and implementation of Corporate Social Responsibility (CSR) as also required under Section 135 of the Companies Act, 2013 which is available on Company's website at h ttp ://www.ema mipa p er.in/do wnloa ds/epml_ csr_policy.pdf.

Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies

(Corporate Social Responsibility) Rules, 2014 forms a part of this Report and is annexed as Annexure - B.

CSR in Emami Paper is not just about this mandate but also about working towards improving the lives of the communities we touch. Emami Paper has initiated & implemented a number of CSR programs for improving the life of largely under privileged people, for Community living, Education, Health, Skill Development, Rural Development, Environmental Sustainability, Animal Welfare, Women Empowerment, Promotion of Sports, Art & Culture etc. in and around of Mill. Our culture enables us to pursue our mission with a growth mind set. It's a continuous practice of learning and renewal.

AUDITORS AND AUDITORS REPORT

STATUTORY AUDIT

The Audit Committee and Board of Directors of the Company in their respective meetings held on 25th May, 2022 have considered and recommended the appointment of M/s S K Agrawal and Co Chartered Accountants LLP, Chartered Accountants, (Firm Registration No. 306033E/E300272) as the Statutory Auditors of the Company, for a period of five years from the conclusion of 40th Annual General Meeting (AGM) of the Company held in year 2022 until the conclusion of the 45th Annual General Meeting of the Company to be held in year 2027, subject to approval of the Shareholders of the Company.

The shareholders at the 40th Annual General Meeting held on 19th August,2022 have subsequently ratified the appointment of the Statutory Auditors for a period of five years from the conclusion of 40th Annual General Meeting (AGM) of the Company held in year 2022 until the conclusion of the 45th Annual General Meeting of the Company to be held in year 2027.

The Auditor's Reports on the Financial Statements for the financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

The observations made in the Auditors' Report read together with Key Audit matters and relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Companies Act, 2013.

COST AUDIT

Your Company has maintained accounts and cost records to the extent provisions under Section 148 of the Companies Act, 2013, were applicable. Your Directors have re-appointed M/s. V. K. Jain & Co., Cost Accountants as Cost Auditors of your Company for FY 2023-2024 and are seeking your approval for

payment of remuneration. In this regard, your Directors recommend passing of Ordinary Resolution proposed and included in Notice of forthcoming AGM.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. MKB & Associates, Company Secretary in practice for the financial year 2022-23 to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed herewith as Annexure - C.

The observation made in the Secretarial Auditors Report is self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Companies Act, 2013.

During the year under review, none of the auditors have reported any instances of fraud committed against the Company as required to be reported under Section 143 (12) of the Act.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. Your Company has complied with applicable Secretarial Standards i.e. SS-I and SS-II, relating to "Meetings of the Board of Directors "and" General Meetings" respectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given Inter Corporate Loan to the parties covered under the provisions of Section 186 of the Companies Act, 2013. The loan and advances given to employees are covered under the remuneration policy of the company. The company has not provided any guarantee.

The details of the investments made by the company are given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has formulated a Policy on Related Party Transactions, which is also available on the Company's website at http://www.emamipaper.in/downloads/rpt_ policy_2022.pdf

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm's length basis. No material contracts or arrangements with related parties were entered into during

the year under review. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders' approval under the Listing Regulations.

Accordingly, disclosure of Related Party Transaction as required under Section 134(3)(h) of the Companies Act 2013 in form AOC-2 is not applicable.

The Related Party Transactions which are in ordinary course of business and on arms length basis, of repetitive in nature and proposed to be entered during the financial year are placed before the Audit Committee for prior Omnibus approval. All Related Party Transactions are placed before the Audit Committee for review and approval.

Your company did not enter into any related party transactions during the year which could be prejudicial to the interest of the minority shareholders. No loans/ investments to/in the related party have been written off or classified as doubtful during the year under review.

For disclosures of related party relationship and transactions as per Ind AS-24, ‘'Related Party Disclosure'', Note 2.44 to the Annual Audited Financial Statements of the Company for the FY ended 31st March 2023 may be referred to.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism and Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. The Policy provides a framework to promote responsible and secured reporting of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by Directors, employees and the management. The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at http://www.emamipaper.in/downloads/ revised-vigil-mechanism-policy.pdf.

The Company endeavors to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under the Policy during the year.

INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide the conduct of affairs of the Company and clearly delineates the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in the governance. The Company's Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed and updated from time to time.

Your Company maintains all its records in ERP(SAP)

system and the work flow and approvals are routed through ERP(SAP).

Your Company has appointed Internal Auditors to examine the internal controls and verify whether the workflow of the organization is in accordance with the approved policies of the Company. In every Quarter, while approval of Financial Results, the Internal Auditors present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations.

The Board of Directors of the Company have adopted various policies such as Related Party Transactions Policy, Vigil Mechanism and Whistle Blower Policy, Corporate Social Responsibility Policy, Risk Management Policy, Dissemination of materiality of any events/information Policy, Documents preservation policy, Monitoring and Reporting of Trading by Insiders, Code of Internal Procedures and conduct for regulating, monitoring an reporting of trading by Insiders, Code of Practices and Procedures for Fair Disclosures, Policy on Prevention of Fraud and Internal Financial Control Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

RISK MANAGEMENT FRAMEWORK

In compliance with amended Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have constituted a Risk Management Committee on 1st June, 2021. The Company has adopted Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

During the year under review, two meetings of the Committee were held i.e. on 25th July, 2022 and 28th December, 2022 respectively. The Risk Management Policy of the Company for identification and implementation of Risks and its Mitigation plans is reviewed by the Committee periodically. In the opinion of the Board, there is no such risk which may threaten the existence of the Company.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules') is annexed to this Report as Annexure - D. The disclosure under Section 197(14) regarding receipt of commission by Directors of the Company from holding/ subsidiary Company is not applicable.

Further, particulars of employees required pursuant to Section 197 read with Rule 5 (2) and (3) of the above Rules also forms part of this Report. However, in terms of the provisions of Section 136 of the said Act, the Report and Accounts are being sent to all members of the company and other entities thereto, excluding the said particular of employees. Any member interested in obtaining such particulars may

write to the Company Secretary. The said information is also available for the inspection at the Registered Office of the Company during working hours for a period of twenty-one days before the date of the Annual General Meeting.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31st March, 2023 is hosted on the Company's website i.e. www.emamipaper.in

CORPORATE GOVERNANCE

Your Company complies with the corporate governance practices as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). In compliance with the provisions in Regulation 34 of the SEBI Listing Regulations, a Report on Corporate Governance forms an integral part of this report and annexed as Annexure - E .

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and provides details of the over all industry structure, developments, performance and state of the affairs of the Company along with internal controls and their adequacy, Risk Management Systems and other material developments during the Financial Year.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Business Responsibility and Sustainability Report of the Company for the year ended 31st March, 2023 forms part of this report and annexed as Annexure - F.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their information and knowledge, confirms that: -

In the preparation of annual financial statements, the applicable accounting standards had been followed and there are no material departures;

Such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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;

The annual financial statements have been prepared on a going concern basis;

Proper internal financial controls were in place and such controls are adequate and operating effectively; and

Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

OTHER DISCLOSURES

During the year under review:-

Your Company had cordial relation with the workers and employees at all levels.

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in the future.

No application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Gulmohar unit (Kolkata, West Bengal) of the Company, having production capacity of less than 5% of overall capacity has been permanently closed and subsequently, in April 2023 the company has received factory license cancellation approval from the Directorate of Factories, Govt. of West Bengal.

ACKNOWLEDGEMENT

The Board acknowledges the understanding and support shown by its lending financial institutions, banks, distributors, customers, suppliers, employees and other business associates. Your Company operated efficiently due to a culture of professionalism, integrity and continuous improvement leading to sustainable and profitable growth.

For and on behalf of the Board of Directors

Aditya V. Agarwal

Place: Kolkata Executive Chairman Date: 26th May, 2023 DIN: 00149717