To,

The Members,

The Board of Directors hereby submit the report of the business and operations of your company along withthe Audited Financial Statements for the financial year ended 31st March, 2025.

Pursuant to order dated 07^th June, 2024 passed by the Hon'ble National Company Law Tribunal, Allahabad Bench, Corporate Insolvency Resolution Process ("CIRP") has been initiated against the Company in accordance with the provisions of Insolvency and Bankruptcy Code, 2016 and related rules and regulations issued thereunder. Mr. Sandeep Kumar Agrawal having IP Regn. No. Regn. No. IBBI/IPA-001/IP- P01135/2018-2019/11828has been appointed asInterim Resolution Professional and later confirmed as Resolution Professionalin terms of the NCLT order.

The powers of the Board of Directors of the Company stands suspended effective from Insolvency Commencement Date i.e. 07^th June, 2024 and such powers along with the management of the Company are now vested with the RP in accordance with the section 17 and 23 of the code read with Regulation 15(2A) and (2B) of the SEBI (Listing Obligations and Disclosure Requirements), 2015.As a part of CIRP, financial and operational creditors were called upon to submit their claims to the IRP on or before 5^thSeptember, 2024, being the last date of submission.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), and in accordance with the requirements of sub-clause 16(h) of Para A of Part A of Schedule III of LODR read with Section 25(2)(h) of Insolvency & Bankruptcy Code, 2016 and Regulation 36A of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the Invitation for Expression of Interest in Form - G was published on 06th August , 2024 for its submission to the RP on or before 27th September, 2024.

Raama Paper Mills Limited ("Your Company") is a leading Indian Newsprint, Duplex Board, Tissue manufacturing Company. However, the operations of the Company are in shut mode due to acute shortage of working capital.

For the 2024-25 fiscal year, the Indian paper industry showed strong overall growth driven by demand in the packaging and tissue paper segments, offsetting the challenges posed by low-cost imports and digital media.

During the year under review, your Company has Net Loss of Rs. 1644.36 Lakhs against the Net Loss of Rs. (1948.32) Lakhs in the previous year, the revenue has been decreased to Rs. 687.69 Lakhs against the previous year revenue of Rs. 6159.73 Lakhs.

The paid up equity capital of the Company is Rs. 19,66,47,330 divided into 96,64,733 Equity Shares of Rs. 10 each. The Company has not come out with any issue of securities during the year 2024-25.

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The Annual Return as on 31^st March 2025 is available on your Company's website; www.ramapaper.com.

The Honb'le Allahabad Bench of National Company Law Tribunal has vide its order dated 07.06.2024 admitted a petition under section 7 of the Insolvency and Bankruptcy Code, 2016 filed by M/s Amar Ujala Limited and another. Mr. Sandeep Kumar Agrawal having Regn No. Regn. No. IBBI/IPA- 001/IP-P01135/2018-2019/11828has been appointed asInterim Resolution Professional for the Company. Later, in the first meeting of the Committee of Creditors held on 08.07.2024, he was confirmed as the Resolution Professional for the Company to act as per the provisions of the code.

During the year under review, your Company does not recommend any dividend in the absence of profits. And also, your company has not made any transfer to Reserves during the financial year 2024-25.

There are some observations which has been pointed out by the Transaction Auditor, KRA and Company, Chartered Accounts, New Delhi which are classified as PUFE transactions under the extant provisions of Insolvency and Bankruptcy Code, 2016 and the rules made thereunder. The avoidance applications to those transactions has been filed by the undersigned before the Hon'ble court of NCLT, Prayagraj under the relevant provisions of the Insolvency and Bankruptcy Code, 2016 against the suspended members of the Board of Directors of the Company.

There are not material changes and commitments that are required to be reported after the close of Financial Year 2024-25.

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2024-25, the Company did not receive any complaints on sexual harassment and therefore,no complaints remain pending as of 31st March, 2025.

Your Company has not accepted any fixed deposits covered under Chapter V of the Company Act, 2013 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

During the year the Company has not issued any bonus shares.

The Properties and insurable assets and interest of your Company such as buildings, plant & machinery and stocks among others, are adequately insured.

In accordance with the provisions of Section 152 of Companies Act, 2013 Sh. Gyanveer Singh, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

It is important to point out here that the re-appointment of the director liable to retire by rotation is only in compliance to the provisions of Companies Act, 2013. The powers of the Board of Directors will still remain suspended during the continuance of Corporate Insolvency Resolution Process. The tenure of the Directors will be subject to the Resolution Plan as may be approved by the appropriate authority only.

None of the directors or KMP have been appointed/re-appointed during the period 2024-25. The Company is under CIRP and the existing Board of Directors of the Company are suspended as per the provisions of the Insolvency and Bankruptcy Code, 2016.

Mr. Pramod Agarwal - Managing Director*;

Mr. Nirdesh Agarwal - Chief Financial Officer;

Mr. Himanshu Duggal - Company Secretary;

*The powers of Mr. Pramod Agarwal have been suspended as per the provisions of Insolvency and Bankruptcy Code, 2016.

All Independent Directors has given declarations to the company confirming that they meet the criteria of independence as laid down under Section 149 (6) of The Companies Act, 2013and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The present Audit Committee of the board comprises of three members with independent directors forming a majority, namely Mr. Vijay Pal Singhas Chairman, Ms. Amarjeet Sandhu and Mr. Pramod Agarwal as members of the Committee.

Since the powers of the Board of Directors of the Company are suspended pursuant to the NCLT order dated

07.06.2024, therefore all such powers are being exercised by the Resolution Professional only.

All the recommendations made by the Audit Committee were accepted by the board.

Further, the Roles and Responsibility and other related matters of Audit Committee forms an integral part of annual report.

The Nomination and Remuneration Committee comprises of Ms. Amarjeet Sandhu as chairman, and Mr. Vijay Pal Singh and Mrs. Sapna Agarwal as members, all of whom are Non- Executive Directors.

Since the powers of the Board of Directors of the Company are suspended pursuant to the NCLT order dated

07.06.2024, therefore all such powers are being exercised by the Resolution Professional only.

All the recommendations made by the Nomination and Remuneration committee were accepted by the board.

Further, the terms of reference and other related matters of Nomination.

Stakeholders Relationship Committee comprises of Mr. Vijay Pal Singh as Chairman and Ms. Amarjeet Sandhu, Mr. Pramod Agarwal as members of the Committee.

Since the powers of the Board of Directors of the Company are suspended pursuant to the NCLT order dated

07.06.2024, therefore all such powers are being exercised by the Resolution Professional only.

The Committee is set up to monitor the process of share transfer, issue of fresh Share Certificates as well as review of redressed of investors/shareholders grievances.

Further, the role and responsibility and other related matters of Stakeholders Relationship Committee forms an integral part of Corporate Governance Report as part of annual report.

Pursuant to provisions of the Companies Act, 2013 and as per applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the independent Directors was completed. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

It is again reiterated that powers of the Board of Directors of the Company are being exercised by the Resolution Professional only pursuant to the order dated 07.06.2024 passed by the Hon'ble Court of NCLT at Allahabad.

The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the company.The notice along with Agenda and notes on agenda of each Board Meeting was given in writing to each Director.

In the Financial Year 2024-25, the Board met five(5) times. The meetings were held on 14.05.2024,

04.06.2024.06.09.2024, 23.09.2024 and 21.11.2024. Since the powers of the Board Members of the

Company are under suspension and are being exercised by the Resolution Professional only and therefore the requirement under under Section 173 of the Companies Act, 2013 has not been complied with.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes of financial statements as on 31.03.2025.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee in the company, which draws the remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details of directors & KMP as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure A to this Report.

Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:

i) Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.

ii) Steps taken by the company for utilizing alternate sources of energy: The Company uses optimum combination of fuel sources i.e. Husk, Bagasse, India as well as Imported coal to take advantage out of the market availability of the material which has resultant effect in the Cost of Energy.

iii) The Capital investment on energy conservation equipment's: During the year under review, the Company has made normal routine maintenance but no capital expenditure has been made.

No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2024-25, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)

a. Details of technology imported: Nil

b. Year of Import: NA

c. Whether the technology been fully absorbed: Nil

d. Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil

As your Company imports waste paper from the various countries owing to its high recovery, therefore the particulars relating to Foreign Exchange Earnings and Outgo are described hereunder.

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

The provisions relating to Corporate Governance are not applicable on the Company as per Regulation 15(2) of SEBI (LODR) Regulations, 2015. A certificate obtained from the Practicing Company Secretary to that effect has been obtained as attached as Annexure B to the report.

Pursuant to the requirement of Section 134(5) of the Act, the directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2025the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate 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 fairview of the state of affairs of the Company as at 31st March, 2025 and of the Profit of the Company for the year ended 31st March, 2025.

c) Proper and sufficient care has been taken for the maintenance of accounting records in accordance with theProvisions of the Companies Act, 2013. They further confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The financial statements have been prepared on a going concern basis.

e) That the Director had laid down internal financial controls to be followed by Company and such internal Controls are adequate and were operating effectively; and

f) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Managements' Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not presented since the Company is under the purview of CIRP.

The Board of Directors of your Company has appointed Jagdish Chand& Co., Chartered Accountants as the statutory auditors of the Company for the period of five years from the conclusion of last annual general meeting till the conclusion of annual general meeting to be held for the Financial Year 2026-27.

The Company has received a consent and certificates from the auditors to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013, and they are not disqualified for appointment, as per the provisions of section 141 of the Companies Act, 2013.

The auditor report and notes on accounts referred to in the Auditors Report is self-explanatory and there are no adverse remarks or qualification in the Report.

As per requirement of Central Government and pursuant to section148 of Companies Act 2013 read with the Companies (Cost records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost records relating to the Company.

The Board of Directors on the recommendation of the Audit Committee has appointed M/s.Jain Sharma& Company, Cost Accountants as the Cost Auditor of the Company for the Financial Year 2024-25. Asit requires under the Companies Act 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

Pursuant to the provisions of the Section 204 of the Companies Act 2013 and rules made thereunder, the Board has appointed Ms. Sameer Kishore Bhatnagar, Company Secretary in Practice to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year is attached herewith as Annexure C which forms integral part of this report.

The Resolution for the Adoption of Financials and related reports in the Annual General Meeting dated

30.09.2024 did not pass as the members' dissent the resolution.

- The members of the Company dissented the said resolution. However, RP (Director in Charge of Suspended Management) recalled the General Meeting and placed the resolution before the members of the Company for their approval.

The members dissent the resolution for reappointment of Ms. Sapna Agarwal, retiring Director in the AGM dated 30.09.2024. Although the Board is suspended due to ongoing CIRP Process in the Company.

- The office of Mrs. Sapna Agarwal, vacated in the absence of her re-appointment by the members of the Company. Since the Company is under CIPR, the RP (Director in charge of the Suspended Management) did not re-appointed her the Director of the Company.

The members' dissent the resolutions mentioned as Special Business in the Notice of AGM dated

30.09.2024 w.r.t. Related Party Transactions under Section 188 and Appointment of M/s Jain Sharma & Associates, Cost Accountants and to fix their remuneration.

- The members of the Company dissented the said resolution. However, RP (Director in Charge of Suspended Management) recalled the General Meeting and placed the resolution before the members of the Company for their approval.

The Company conducted Extra-Ordinary General Meeting dated 13.12.2024 for Adoption of Accounts and other Special Businesses as mentioned in the Notice of EGM and the resolutions were passed.

- All the resoltions which got disapproved during the AGM, put to vote in the AGM and got approval from the members of the Company.

The Preference Shares are due for redemption during the financial year.

- The management of the Company due to liquidity crunch has failed to redeem the said preference shares in due course of time.

The Deposit of PF is pending during during the Financial Year.

- The Company has already deposited the PF dues but with some delays occurred due to the liquidity issued.

The Company has defaulted in repayment of Inter-Corporate Deposit (ICD) taken from M/s Amar Ujala Limited and M/s Impressions Printing and Packaging Limited.

- The Company has failed to repay its obligations due to acute liquidity crunch and huge financial losses due to working capital limitations.

There are regular defaults in payment of TDS due during the year.

- There may be delays of delay during the year under review. However, the Company has paid the entire dues along with interest and penalties.

The website of the Company is not updated and was not functional/operational during the financial year under review.

- The Company has already appointed the vendor for the updation of relevant data/information on the website of the Company and the same is under process.

The Secretarial Auditor of the Company has also reported that that the following is the list of delayed approval and filing of Audited and Unaudited Financials of the Company with the Bombay Stock Exchange during the financial year under review:

- Since the Company is under CIRP, therefore working with a very limited manpower resources and therefore there are some delays which has caused the above non compliances.

The Company is in Non-Compliance of forming POSH Committee during the financial year.

- The Company is under CIRP and moreover there is no women staff employed by the Company during the Financial Year under review.

The Company was unable to provide Minutes and Statutory Records for the previous years as the records were misplaced and the Company is in process of updating the records.

- The Company is taking necessary steps to update the minutes book and statutory records for the previous years.

As per requirements of Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2014, The Board of Directors on the recommendation of the Audit Committee appointed M/s. GR &Company, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2024-25.

Your Company has an effective internal Control and risk mitigation system, which are constantly assessed risk mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company's internal Control System is commensurate with its size, scale and complexities of its operations.

The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The company has a robust Management information system, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statuary Auditors and the Business heads are periodically apprised of the internal Audit findings and Corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant Audit observation and corrective actions taken by the management are presented to Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee.

The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of all risks.

During the year under review, the senior officials of the Company perform the task of risk management to identify and evaluate elements of business risk. Consequently, a revised robust Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigation control and reporting mechanism of such Risk.

There is no subsidiary, Associate and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year.

The Company's Equity Shares are listed on Bombay Stock Exchange.

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

All Related Party Transactions are presented to the Audit committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of related party transactions was presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

All the contracts/arrangements/transactions entered with related party for the year under review were on Arm's Length basis. Company has entered into material related party transactions during the year under review. Further disclosure in Form AOC-2 is as attached as Annexure D.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company (www.ramapaper.com).

Your Company has established 'Vigil Mechanism' for directors and employees to report concerns about unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguard against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle blower Policy of the company provides that protected disclosures can be made by a whistle blower through an email to the Chairman of the audit committee. The Whistle Blower Policy can be accessed on the Company's Website (www.ramapaper.com). This disclosure also forms part of the Corporate Governance Report as per applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The nomination and remuneration committee has recommended to the Board:

A policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The details of this policy are attached as Annexure E to this report and

Further, Policy for selection criteria of Directors and Senior Management and Criteria for determining qualifications, positive attributes and director independence is also attached as Annexure F to this Report. The Remuneration and Nomination Policy has also been posted on the website of the Company (www.ramapaper.com).

None of the Directors of the Company are disqualified from being appointed or continued as the Directors of the Company. A certificate to this effect has also been taken from Practicing Company Secretary Mr. Sameer Kishore Bhatnagar, Company Secretaries, New Delhi and has been placed before the Board and attached with this Report as Annexure-G.

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board.

However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.

The details of programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are updated on the website of the Company (www.ramapaper.com).

To familiarize the new inductees as independent director with the strategy, operations and functions of our Company, the executive directors make presentations to the inductees about the Company's organization structure, finance, human resources, facilities and risk management.

In terms of applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company have incorporated policy for preservation of documents as specified in the Regulation.

In terms of Regulation 23(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company have incorporated policy to determine materiality of Related Party Transactions as specified in the Regulation.

Enterprise Risk Management is a risk-based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entity's objective.

The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury related risks and information systems risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.

Your Board has laid down a risk management framework and policy to address the above risks. The objective of the policy is to identify existing & emerging challenges that may adversely affect the Company and manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

Your Director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or employees of the Company

d) Issue of Employee Stock Option Scheme to employees of the company

e) There is no subsidiary, Associate and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Company's operations in future.

g) Purchase of or subscription for shares in the company by the employees of the company.

h) There is no material subsidiary of company, so no policy on material subsidiary is required to be adopted.

a) The Company has zero tolerance for sexual harassment and during the year under review, there were no complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b) And there is no change in the nature of business of company during the year.

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company.