Directors Report of Wires and Fabriks (S.A.) Ltd.

Mar 31, 2025

Your Directors of the Company have pleasure in
presenting the 68^th Annual Report and Audited
Financial Statements of the Company for the year
ended 31st March, 2025.

FINANCIAL RESULTS

The financial results, in brief, for the year ended 31st
March, 2025 are as under:

		(Rs. In Lacs)
	31.03.2025	31.03.2024
Total Income	11024.58	10977.23
Profit After Tax	150.33	148.77
Retained Earnings	3799.09	3651.82

DIVIDEND

In view of the need to conserve cash at this time, your
Directors have recommended to the Members a
dividend of Rs. 0.10 per share (previous year Rs. 0.10
per share) amounting to Rs. 3.06 Lacs for the financial
year ended 31st March, 2025.

OPERATIONS & FUTURE OUTLOOK

Your Company has closed the financial year with
upward trend of turnover and profits. The expansion
cum modernization project is complete. This has made
the Company ready for the future and will improve the
performance in the forthcoming years.

Your Company continues to maintain its leadership in
Technical Textiles due to continued thrust on new
product development and technology up-gradation. A
number of steps taken to reduce costs and increase
market penetration will lead to improved performance
in the coming years.

DIRECTORS

Mr. Satish Ajmera (DIN: 00208919), Independent
Director of the Company, who was appointed for a
second term of 5 years with effect from 30th March,
2020, have retired upon completion of his second and
final term of 5 years on 29th March, 2025.The Board in
its meeting held on 24^th May, 2025 noted the same and
conveyed its sincere appreciation for the valuable

contribution made by Mr. Satish Ajmera during his
tenure as Independent Director of the Company.

The existing Independent Directors of the Company
namely Mr. Rishi Bajoria (DIN: 00501157) and Dr.
Sudhir Bhandari (DIN:08755101), who were appointed
for a term of 5 years with effect from 21^st July, 2020 will
be completing their 1^st term on 20^th July, 2025. As per
the provisions of Section 149(10) of the Companies
Act, 2013, Independent Director can be re-appointed
for a second term of up to five consecutive years on
passing of special resolution by shareholders of the
Company and disclosure of such appointment in its
Board''s report. The Board of Directors at its meeting
held on 24^th May, 2025, on recommendation of
Nomination and Remuneration Committee and on the
basis of qualification, experience, past performance
and continued association with the Company as
Independent Director and subject to approval of the
shareholders, re-appointed Mr. Rishi Bajoria and Dr.
Sudhir Bhandari for further term of 5 years with effect
from 21^st July, 2025. The Board of Directors
recommends the re-appointments of above named
Directors namely Mr. Rishi Bajoria and Dr. Sudhir
Bhandari a second term of five years from 21^st July,
2025 as Independent Directors on the Board of the
Company. Appropriate resolutions seeking their re¬
appointments and their profiles are given in the Notice
convening the ensuing Annual General Meeting.

In accordance with the provisions of the Companies
Act, 2013 and the Articles of Association of the
Company, Mr. Devesh Khaitan (DIN: 00820595),
Director of the Company will retire by rotation at the
ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. The Board
recommends his re-appointment. Profile of Mr. Devesh
Khaitan, is given in the Notice of the Annual General
Meeting.

AUDITORS

M/s. Jain Shrimal & Co., Chartered Accountants, (Firm
Registration No. 001704C), Statutory Auditors of the
Company were appointed for a term of five years, from
the conclusion of the 63^rdAnnual General Meeting till
the conclusion of the 68^thAnnual General Meeting of
the Company to be held during the current year 2025.
Subject to approval of members of the Company, the
Audit Committee and the Board of Directors during
their respective meetings held on 24^th May, 2025 have
considered and recommended the re-appointment of
M/s. Jain Shrimal & Co., Chartered Accountants as
Statutory Auditors of the Company to hold office from

the conclusion of 68^th Annual General Meeting until the
conclusion of 73^rd Annual General Meeting. M/s. Jain
Shrimal & Co., Chartered Accountants, (Firm
Registration No. 001704C) have given their consent
for the proposed re-appointment as Statutory Auditors
of the Company from the conclusion of 68^th Annual
General Meeting until the conclusion of 73^rd Annual
General Meeting. There are no qualifications,
reservations, adverse remarks or disclaimer in the
Statutory Audit Report and neither any fraud has been
reported by auditors under section 143(12) of the
Companies Act, 2013.

Pursuant to the provision of section 138 of the
Companies Act, 2013 and the Companies (Accounts)
Rules, 2014 M/s R. B. Verma & Associates, Chartered
Accountants, Jaipur and M/s A. K. Bhardwaj & Co.,
Chartered Accountants, Kolkata has conducted
Internal Audit of the Company for the Financial Year
2024-25. In terms of provisions of the Companies Act,
on recommendation of the Audit Committee, the Board
at its meeting held on 24^th May 2025 had appointed M/s
R. B. Verma & Associates, Chartered Accountants,
Jaipur and M/s A. K. Bhardwaj & Co., Chartered
Accountants, Kolkata as the Internal Auditor for the
financial year ending 31st March 2026. Further, the
Audit Committee considers and reviews the Internal
Audit Report submitted by the Internal Auditor on a
quarterly basis.

The Secretarial Audit was carried out by Mrs. Twinkle
Agarwal, Company Secretaries in Practice, having

Membership No. A52868 and Certificate of Practice
No. 25605 for the financial year ended 31^st March,
2025. In terms of provisions of the Companies Act,
subject to approval of members of the Company and
on recommendation of the Audit Committee, the Board
at its meeting held on 24^th May 2025 had appointed
Mrs. Twinkle Agarwal, Practicing Company Secretary
as the Secretarial Auditor for a term of 5 (five)
consecutive years from the financial year 2025-26 to
2029-30. The Secretarial Auditors'' Report for the
financial year ending 31st March, 2025 is annexed
herewith. There are no qualifications, reservations,
adverse remarks or disclaimer in the Secretarial Audit
Report.

INFORMATIONS

Information''s / statements as per the applicable
provisions of the Companies Act, 2013 & rules made
thereunder, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
Secretarial Standard 1 & 2, and other applicable
statutory provisions are annexed.

ACKNOWLEDGEMENT

The Directors wish to place on record their gratitude to
the Customers, Investors, Bankers, Suppliers,
Government agencies and all other business
associates for their valuable assistance, continued
support and confidence in the Company. The Directors
also place on record their deep appreciation to all
employees of the Company for their continued &
unstinted efforts during the year.

For and on behalf of the Board

. K.K. Khaitan M. Khaitan

^ace: Jaipur Executive Chairman Managing Director

Date: 24^th May, 2025 DIN: 00514864 DIN: 00459612

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Mar 31, 2024

The Directors of the Company have pleasure in presenting the 67^th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2024.

FINANCIAL RESULTS

The financial results, in brief, for the year ended 31st March, 2024 are as under:

		(Rs. In Lacs)
	31.03.2024	31.03.2023
Total Income	10977.33	10892.20
Profit After Tax	148.77	134.06
Retained Earnings	3651.82	3506.10

DIVIDEND

In view of the unprecedented times and the need to conserve cash at this time, your Directors have recommended to the Members a dividend of Rs. 0.10 per share (previous year Rs. 0.10 per share) amounting to Rs. 3.06 Lacs for the financial year ended 31st March, 2024.

OPERATIONS & FUTURE OUTLOOK

Your Company has closed the financial year with increased turnover and profits. The plan for expansion cum modernization is underway which is expected to be completed in FY 2024-25. This will make the Company ready for the future and will improve the performance in the forthcoming years.

Your Company continues to maintain its leadership in Technical Textiles due to continued thrust on new product development and technology up-gradation. A number of steps taken to reduce costs and increase market penetration will lead to improved performance in the coming years.

DIRECTORS

Mr. Sanjay Kumar Singh (DIN:10168533), Independent Director of the Company, seeked his appointment at the 66^th Annual General Meeting of the Company held on 18^th July, 2023 and the necessary approvals of the shareholders was granted.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Pranika Khaitan Rawat, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her reappointment. Profile of Mrs. Pranika Khaitan Rawat, is given in the Notice of the Annual General Meeting.

AUDITORS

M/s. Jain Shrimal & Co., Chartered Accountants, (Firm Registration No. 001704C), Statutory Auditors of the Company were appointed for a term of five years, from the conclusion of the 63^rd Annual General Meeting till the conclusion of the 68^thAnnual General Meeting of the Company. There are no qualifications, reservations, adverse remarks or disclaimer in the Statutory Audit Report and neither any fraud has been reported by auditors under section 143(12) of the Companies Act, 2013.

The Secretarial Auditor of the Company Mr. Sourav Kedia, Proprietor of M/s Sourav Kedia & Associates, who was appointed by the Board at their meeting held on 25th May, 2023 on the recommendation of the Audit Committee, has expired. The Company has conveyed their condolences for the same. In view of the vacancy thus arisen, on the recommendation of the Audit Committee, the Board at its meeting held on 15th March, 2024 had appointed Mrs. Twinkle Agarwal, Company Secretaries in Practice, as the Secretarial Auditor of the Company for the financial year 2023-24

The Secretarial Audit was carried out by Mrs. Twinkle Agarwal, Company Secretaries in Practice, having Membership No. A52868 and Certificate of Practice

No. 25605 for the financial year ended 31^st March, 2024. The Secretarial Auditors'' Report for the financial year ending 31st March, 2024 is annexed herewith. There are no qualifications, reservations, adverse remarks or disclaimer in the Secretarial Audit Report.

INFORMATIONS

Information''s / statements as per the applicable provisions of the Companies Act, 2013 & rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard 1 & 2, and other applicable statutory provisions are annexed.

ACKNOWLEDGEMENT

The Directors wish to place on record their gratitude to the Customers, Investors, Bankers, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their continued & unstinted efforts during the year.

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Mar 31, 2018

Directors’ Report For the Year 2017-18

Dear Members,

The Directors of the Company have pleasure in presenting the 61st Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2018.

Financial Results

The financial results, in brief, for the year ended 31st March, 2018 are as under:

		(Rs. in Lacs)
	31.03.2018	31.03.2017
Total Income (net of excise duty)	10295.96	10117.25
Profit After Tax	83.94	4.03
Retained Earnings	2999.19	2937.31

Dividend

Your Directors have recommended to the Members a dividend of Rs. 0.60 per share (previous year Rs. 0.60 per share) amounting to Rs. 22.11 Lacs, including dividend tax thereon for the financial year ended 31st March, 2018.

Operations & Future Outlook

During the year under review, the current economic scenario in general & the paper industry scenario in particular, continued to affect the Company. The Company closed the Financial Year with a nominal increase in turnover. The PAT has improved.

Your Company continues to maintain its leadership in Technical Textiles due to continued thrust on new product development and technology up-gradation. A number of steps taken to reduce costs and increase market penetration will lead to improved performance in the coming years. The current economic scenario may however continue to affect the results of the Company in the short term. With economic improvement, the Indian Paper Industry is expected to grow at a higher rate than the GDP growth, especially in the packaging segment. Your company is ready with capacity, technology & products for the same.

Directors

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Ms. Pranika Khaitan, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment. The Board recommends her re-appointment. Profile of Ms. Pranika Khaitan, is given in the Notice of the Annual General Meeting.

Auditors

M/s S. K. Agrawal & Co., Chartered Accountants, (Firm Regn No. 306033E) Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their reappointment for the term of five years, from the conclusion of the forthcoming 61st Annual General Meeting till the conclusion of 66th Annual General Meeting of the Company. There are no qualifications, reservations, adverse remarks or disclaimer in the Statutory Audit Report.

The Secretarial Audit was carried out by Mr. B. N. Khandelwal, Practicing Company Secretary (Certificate of Practice No. 1148) for the financial year ended 31st March, 2018. In terms of provisions of the Companies Act, on recommendation of the Audit Committee, the Board at its meeting held on 30th May 2017 had appointed Mr. B. N. Khandelwal, Practicing Company Secretary (Certificate of Practice No.1148) as the Secretarial Auditor for the financial year ending 31st March 2018. The Secretarial Auditors’ Report for the financial year ending 31st March 2018 is annexed herewith. There are no qualifications, reservations, adverse remarks or disclaimer in the Secretarial Audit Report.

Information’s

Information’s / statements as per the applicable provisions of the Companies Act & rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard 1 & 2, and other applicable statutory provisions are annexed.

Acknowledgement

The Directors wish to place on record their gratitude to the Customers, Investors, Banks, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their continued & unstinted efforts during the year.

For and on behalf of the Board

K.K. Khaitan M. Khaitan

Jaipur Chairman cum Managing Director Managing Director

30th May, 2018 DIN: 00514864 DIN: 00459612

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Mar 31, 2016

Dear Members,

The Directors of the Company have pleasure in presenting the S9th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2016.

Financial Results

The financial results, in brief, for the year ended 31st March, 2016 are as under:

(Rs. in Lacs)

	31.03.2016	31.03.2015
Total Income	10,836.94	10,804.03
Profit Before Tax	12S.93	347.77
Profit After Tax	141.64	378.S9
Disposable Surplus	3,031.81	2,979.70
(Including earlier years balance)
Transfer to General Reserves	2S.00	2S.00
Other Appropriations	-	64.S3
Balance Carried Forward	3,006.81	2,890.17
(Retained in Profit & Loss Account)

Dividend

Your Directors have recommended to the Members a dividend of Rs.1.80 per share (previous year Rs. 1.80 per share) amounting to Rs. 66.21 Lacs, including dividend tax thereon for the financial year ended 31st March, 2016.

Operations & Future Outlook

During the year under review, the current economic scenario affected the Company seriously. The Company closed the Financial Year with a nominal increase in turnover. Profits came under pressure mainly due to lower than projected increase in turnover and increase in costs. The Modernization and Expansion Projects are expected to be completed in the F-Y 2016-17.

Your Company continues to maintain its leadership in Technical Textiles due to continued thrust on new product development and technical up-gradation. A number of steps taken to reduce costs and increase market penetration, will lead to improved performance in the coming years. The current economic scenario may however continue to affect the results of the Company in the short term. With economic improvement, the Indian Paper Industry is expected to grow at a higher rate than the GDP growth, especially in the packaging segment. The expected completion of Modernization and Expansion Projects together with our strong thrust on exports, will enable your Company to become more competitive and enter new markets.

Directors

Mr. Kishan Kumar Khaitan, Managing Director of the Company was appointed as the Chairman of the Board w.e.f 31^st October, 201S and was re-designated as Chairman cum Managing Director. Mr. Vinod Kumar Ladia, an Independent Director of the Company, tendered his resignation due to personal reasons, vide Letter dated 13^th August, 201S, which was subsequently approved and accepted by Board of Directors in its Meeting held on 31^st October, 201S. The Board placed on records its appreciation for the valuable guidance provided by Mr. Vinod Kumar Ladia, during his association with the Company.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Devesh Khaitan Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his re-appointment. Profile of Mr. Khaitan, is given in the Notice of the Annual General Meeting.

Auditors

M/s S. S. Kothari & Co., Chartered Accountants, (Firm Regn No. 302034E) Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their reappointment. There are no qualifications, reservations, adverse remarks or disclaimer in the Report.

The Secretarial Audit was carried out by Mr. B. N. Khandelwal, Practicing Company Secretary (Certificate of Practice No. 1148) for the financial year ended 31^st March, 2016. In terms of Provisions of the Companies Act, on recommendation of the Audit Committee, the Board at its meeting held on 27th May 201S had appointed Mr. B. N. Khandelwal, Practicing Company Secretary (Certificate of Practice No.1148) as the Secretarial Auditor for the financial year ending 31st March 2016. The Secretarial Auditors’ Report for the financial year ending 31st March 2016 is annexed herewith. There are no qualifications, reservations, adverse remarks or disclaimer in the Report.

Information’s

Information’s / statements as per the applicable Provisions of the Companies Act & rules made there under, the Listing Agreement, SEBI Regulations and other applicable statutory provisions is annexed.

Acknowledgement

The Directors wish to place on record their gratitude to the Customers, Investors, Banks, Suppliers, Government Agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their unstinted efforts during the year.

For and on behalf of the Board

Jaipur K.K. Khaitan M. K. Khaitan

2Sth May, 2016 Chairman cum Managing Director Managing Director

A. CONSERVATION OF ENERGY

1. Steps taken or impact on Conservation of Energy

The Company continues to remain conscious of conserving energy resources and takes various measures to rationalize the consumption of energy.

2. Steps taken by the Company for utilizing Alternate Sources of Energy

Wheeling arrangement for self consumption has been made from one of the Company’s Wind Power Plant established at Jaisalmer, Rajasthan.

3. Capital Investment on Energy Conservation Equipments

The Company continues to identify and modernize equipments & processes for Energy Conservation.

B. TECHNOLOGY ABSORPTION

1. Efforts made towards Technology absorption

a. Training of personnel

b. Absorption/adaptation of technology to suit indigenous requirements.

c. Analysis and feedback to improve products/ processes/equipment.

d. Strengthening of R & D.

e. Participation in conferences, seminars and exhibitions.

2. Benefits derived

a. New / improved products / processes / equipments etc.

b. Indigenization.

c. Strengthening of technological base.

3. Imported Technology (Imported during last 3 Years)

a. Details of Technology Imported: Paper Machine Clothing

b. Year of Import: 2012

c. Whether the technology been fully absorbed: Yes

d. If Not, reasons: Not Applicable

4. Expenditure Incurred on Research and Development

(Rs. in Lacs)

(a) Capital : 4.62

(b) Revenue : 268.63

(c) Total : 273.2S

(d) Total R & D Expenditure : 2.53%

(as a % of total turnover)

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Mar 31, 2015

Dear Members,

The Directors of the Company have pleasure in presenting the S8th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 201S.

Financial Results

The financial results, in brief, for the year ended 31st March, 201S are as under:

(Rs. in Lacs) 31.03.2015 31.03.2014

Total Income 10,804.03 10,0S9.29

Profit Before Tax 347.77 30S.19

Profit After Tax 378.59 299.23

Disposable Surplus 2,979.70 2,743.56 (Including earlieryears balance)

Transfer to General Reserves 25.00 25.00

Other Appropriations 64.53 64.36

Balance Carried Forward 2,890.17 2,654.20 (Retained in Profit & Loss Account)

Dividend

Your Directors have recommended to the Members a dividend of Rs.1.80 per share (previous year Rs. 1.80 per share) amounting to Rs. 64.S3 Lacs, including dividend tax thereon for the financial year ended 31st March, 201S.

Operations & Future Outlook

During the year under review, your Company continued to perform well both in terms of Sales as well as the Profits. To an extent it was possible due to the benefits accrued from the ongoing Company's Modernisation project. The remaining work on the Modernisation is expected to be completed in the Financial Year 201S-16.

Your Company continues to maintain its leadership in Technical Textiles due to continued thrust on new product development and technical up-gradation. A number of steps taken to reduce costs and increase market penetration will lead to improved performance in the coming years. The current economic scenario may however continue to affect the results of the Company in the short term. With economic improvement, the Indian Paper Industry is expected to grow at a higher rate than the GDP growth, especially in the packaging segment. With our strong thrust on exports, the modernisation once completed, will enable your Company to become more competitive and enter new markets.

Directors

Mr. Basant Kumar Khaitan, Ex-Chairman cum Managing Director of the Company who had been on the Board since 28th December, 1972 and had been subsequently appointed as the Managing Director with effect from 1st October, 1984 and the Chairman of the Board with effect from 12th August, 2012, tendered his resignation with effect from 31st August, 2014, due to personal reasons. The Board placed on records its appreciation for the valuable guidance & services rendered by Mr. Basant Kumar Khaitan, during his long association with the Company.

Mr. Saroj Khemka has been appointed as Additional Director in Independent category under Section 161 of the Companies Act, 2013 w.e.f. Sth February, 201S.

Further, pursuant to the requirement of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has also appointed Ms. Pranika Khaitan as Additional Director (Non Executive, Non Independent) under Section 161 of the Companies Act, 2013 w.e.f. Sth February, 201S.

As Additional Directors, Mr. Khemka and Ms. Khaitan shall hold office upto the date of the ensuing Annual General Meeting. The Company has received the notices as per the provisions of Section 160(1) of the Companies Act, 2013, from the members of the Company proposing their appointments as Directors. The Board of Directors recommends their appointment. Appropriate resolutions seeking their appointment are appearing in the Notice convening the Annual General Meeting of the Company. Profile of Mr. Khemka and Ms. Khaitan, as required under Clause 49 of the Listing Agreement, is given in the Notice of the Annual General Meeting.

Further, the existing Independent Directors of the Company namely Mr. Satish Ajmera, Mr. Mohan Lal Bhagat, Mr. Dinkarray Durgashankar Trivedi, Mr. Vinod Kumar Ladia and Mr. Subrata Kumar Mitra were appointed as Independent Directors under Section 149(6) of the Companies Act, 2013 for a term of S years, with effect from 30th March, 201S, whose period of office would not be liable to retirement by rotation. The Company has received the notices as per the provisions of section 160(1) of the Companies Act, 2013, from the members of the Company proposing their appointments as Independent Directors. The Board of Directors recommends their appointment. Appropriate resolutions seeking their appointment are appearing in the Notice convening the Annual General Meeting of the Company. Profile of Mr. Ajmera, Mr. Bhagat, Mr. Trivedi, Mr. Ladia and Mr. Mitra, as required under Clause 49 of the Listing Agreement, is given in the Notice of the Annual General Meeting.

In accordance with the provisions of Section 1S2(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mahendra Kumar Khaitan Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his re-appointment. Profile of Mr. Khaitan, as required under Clause 49 of the Listing Agreement, is given in the Notice of the Annual General Meeting.

Auditors

M/s S. S. Kothari & Co., Chartered Accountants, (Firm Regn No. 302034E) Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re- appointment.

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1st April 2014 by a Company Secretary in Practice. The Board at its meeting held on 17th May 2014 has therefore appointed Mr. B. N. Khandelwal, Practicing Company Secretary (Certificate of Practice No.1148) as the Secretarial Auditor for the financial year ending 31st March 201S. The Secretarial Auditors' Report for the financial year ending 31st March 201S is annexed herewith as Annexure 4.

Information's

Information's / statements as per the applicable Provisions of the Companies Act, 2013 & rules made thereunder, the Listing Agreement and other applicable statutory provisions is annexed as per Annexure A.

Acknowledgement

The Directors wish to place on record their gratitude to the Customers, Banks, Investors, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their unstinted efforts during the year.

For and on behalf of the Board

Jaipur Saroj Khemka M. K. Khaitan Dated, the 27th day of May, 2015 Director Jt. Managing Director

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Mar 31, 2014

Dear Members,

The Directors of the Company have pleasure in presenting the 57th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2014.

Financial Results

The financial results, in brief, for the year ended 31st March, 2014 are as under:

The Directors of the Company have pleasure in presenting the 57th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2014.

(Rs. in Lacs)

31.03.2014 31.03.2013

Total Income 100S9.29 9136.63

Profit Before Tax 305.19 170.18

Profit After Tax 299.23 161.66

Disposable Surplus 2743.56 2476.33 (Including earlier years balance)

Appropriations 89.36 88.94

Balance Carried Forward 2654.20 2387.39

Dividend

Your directors have recommended to the Members a dividend of Rs.1.80 per share (previous year Rs. 1.80 per share) amounting to Rs. 64.36 Lacs, including dividend tax thereon for the financial year ended 31st March, 2014.

Operations & Future Outlook

During the year under review, your company crossed the Rupees Hundred Crores mark in turnover as all time high, with a good increase in profitability over the previous year.

Your Company continues to maintain its leadership in Technical Textiles due to continued thrust on new product development and technical up-gradation. A number of steps taken to reduce costs and increase market penetration will lead to improved performance in the coming years. The current economic scenario may however continue to affect the results of the Company in the short term. With economic improvement, the Indian Paper Industry is expected to grow at a higher rate than the GDP growth, specially in the packaging segment. With our strong thrust on exports, the modernisation once completed, will enable your Company to become more competitive and enter new markets.

Directors

Mr. V. K. Ladia and Mr. S. K. Mitra were appointed as Additional Directors w.e.f. 9th November, 2013. Mr. Devesh Khaitan was appointed as an Additional Executive Director w.e.f. 27th June, 2014.

Mr. O. P Khaitan was appointed as an Additional Directors w.e.f. 9th November, 2013 and resigned from the post of Additional Director w.e.f 20th June, 2014.

Mr. Kishan Kumar Khaitan Jt. Managing Director of the Company was elevated and redesignated as the Managing Director of the Company w.e.f. 27th June, 2014.

Mr. Mahendra Kumar Khaitan Executive Director of the Company was elevated and redesignated as the Jt. Managing Director of the Company w.e.f. 27th June, 2014.

Mr. D. D. Trivedi and Mr. S.Ajmera, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Auditors

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Directors'' Responsibility Statement & Other Information''s

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

* That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

* That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

Information pursuant to Section 217(1)(e) of the Companies Act, 19S6 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forms a part of this report.

The statement of particulars, required pursuant to Section 217(2A) of the Companies Act, 19S6 read with Companies (Particulars of Employees) (Amendment) Rules, 2002, forms a part of this report.

However, as permitted by the Companies Act, 19S6, the Report and Accounts are being sent to all Members and other entitled persons excluding the above statements. Those interested in obtaining a copy of the said statements, may write to the Company at its Registered Office and the same will be sent by post. The statements are also available for inspection at the Registered Office, during working hours upto the date of the Annual General Meeting.

Corporate Governance & Management Discussion & Analysis Report

In accordance with Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report together with the Report on Corporate Governance and the certificate, in respect of compliance with the conditions of corporate governance, is annexed herewith.

Acknowledgement

The directors wish to place on record their gratitude to the Customers, Banks, Investors, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their unstinted efforts during the year.

For and on behalf of the Board

Jaipur B. K. Khaitan K. K. Khaitan Dated, the 27th day of Chairman cum Managing June, 2014 Managing Director Director

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Mar 31, 2013

Dear Members,

The Directors of the Company have pleasure in presenting the 56,h Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results, in brief, for the year ended 31st March, 2013 are as under:

(Rs. in Lacs)

31.03.2013 31.03.2012

Total Income 9,136.63 8,860.14

Profit Before Tax 170.18 638.05

Profit After Tax 161.66 506.38

Disposable Surplus 2,476.33 2,351.85

(Including earlier years balance) Appropriations 78.94 138.81

Balance Carried Forward 2,397.39 2,213.04

DIVIDEND

Your directors have recommended to the Members a dividend of Rs.1.80 per share (previous year Rs. 1.80 per share) amounting to Rs. 63.94 Lacs, including dividend tax thereon for the financial year ended 31st March, 2013.

OPERATIONS & FUTURE OUTLOOK

During the year under review, the current economic scenario affected the company seriously. The company closed the financial year with a marginal increase in turn over. Profits came under pressure mainly due to lower than projected increase in turnover and increase in costs.

However, your company continues to maintain its leadership due to continued thrust on new product development and technical up-gradation. A number of steps taken to reduce costs and increase market penetration will lead to improved performance in the coming years. The current economic scenario may however continue to affect the results of the Company in the short term. With economic improvement, the Indian Paper Industry is expected to grow at a higher rate than the GDP growth, specially in the packaging segment. Additionally, with renewed thrust on exports, the expansion cum modernisation once completed, will enable your Company to enter new markets.

DIRECTORS

Mr. M. L. Bhagat and Mr. M. K. Khaitan, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The Board recommends their re-appointment.

AUDITORS

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT & OTHER INFORMATIONS

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

- That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the accounts for the financial yearended 31st March, 2013 on a going concern basis.

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forms a part of this report.

The statement of particulars, required pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002, forms a part of this report.

However, as permitted by the Companies Act, 1956, the Report and Accounts are being sent to all Members and other entitled persons excluding the above statements. Those interested in obtaining a copy of the said statements, may write to the Company at its Registered Office and the same will be sent by post. The statements are also available for inspection at the Registered Office, during working hours upto the date of the Annual General Meeting.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report together with the Report on Corporate Governance and the certificate, in respect of compliance with the conditions of corporate governance, is annexed herewith.

ACKNOWLEDGEMENT

The directors wish to place on record their gratitude to the Customers, Banks, Investors, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their unstinted efforts during the year.

For and on behalf of the Board

Kolkata B. K. Khaitan K. K. Khaitan

Dated, the 30,h day of May, 2013 Chairman cum Managing Director Jt. Managing Director

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Mar 31, 2012

The Directors of the Company have pleasure in presenting the 55th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results, in brief, for the year ended 31st March, 2012 are as under:

(Rs. in Lacs)

31.03.2012 31.03.2011

Total Income 8860.14 8116.89

Profit Before Tax 638.0S 6S4.S6

Profit After Tax S06.38 43S.17

Disposable Surplus 23S1.8S 1944.82

(Including earlier years balance)

Appropriations 138.81 99.3S

Balance Carried Forward 2213.04 184S.47

DIVIDEND

Your directors have recommended to the Members a dividend of Rs.1.80 per share (previous year Rs. 1.80 per share) amounting to Rs. 63.94 Lacs, including dividend tax thereon for the financial year ended 31st March, 2012.

OPERATIONS & FUTURE OUTLOOK

During the year under review, the Company performed well in all sections of its operations. The Company has maintained its leadership, due to continuous thrust on Research, Development and Technology up-gradation and is expected to further improve its performance in the forthcoming years. The current economic scenario may however affect the results of the company in short term.

From ten million tons production in 2010, the Indian Paper industry is expected to double its capacity by 2020. At nearly 90 million tons/year, China is today the largest paper & Board producer in the world. Easy availability of raw material and good infrastructure can catapult the growth of the Indian paper industry. A buoyant consumer market and a good export growth can increase demand for packaging paper phenomenally. Major expansions continue to be planned and implemented by the large mills in India. Since the last three years, exports of our products have been growing well. Expecting this to continue, we are preparing to add capacity through a new expansion cum modernisation initiative. For our new line of SSB Forming fabrics, we continue to seek assistance from our on-going collaborators M/s Albany International Corp., U.S.A. To maintain its leadership position, your Company is pursuing TPM activities very seriously and expects to gain TPM compliance soon.

DIRECTORS

With a heavy heart, we have to inform that during the year, your Board lost two senior members of its team. Our Chairman Mr M. P Jatia left for his heavenly abode on 2Sth May 2012 and our Director Mr. K. K. Khemka on 1Sth October 2011. Their contribution in growth of the Company was enormous. Their experience & advice will be missed by the Board.

The Chairman's chair being vacant the Board appointed Mr. B. K. Khaitan as Chairman of the Company. He will hence forth be Chairman cum Managing Director (CMD) of the Company. The Board welcomes him in the new position.

Mr. Mr. D.D. Trivedi and Mr. S. Ajmera, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The Board recommends their re-appointment.

AUDITORS

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT & OTHER INFORMATION'S

Pursuant to Section 217 (2AA) of the Companies Act, 19S6, it is hereby confirmed:

That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 19S6 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

Information pursuant to Section 217(1)(e) of the Companies Act, 19S6 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forms a part of this report.

The statement of particulars, required pursuant to Section 217(2A) of the Companies Act, 19S6 read with Companies (Particulars of Employees) (Amendment) Rules, 2002, forms a part of this report.

However, as permitted by the Companies Act, 1956, the Report and Accounts are being sent to all Members and other entitled persons excluding the above statements. Those interested in obtaining a copy of the said statements, may write to the Company at its Registered Office and the same will be sent by post. The statements are also available for inspection at the Registered Office, during working hours upto the date of the Annual General Meeting.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report together with the Report on Corporate Governance and the certificate, in respect of compliance with the conditions of corporate governance, is annexed herewith.

ACKNOWLEDGEMENT

The directors wish to place on record their gratitude to the Customers, Banks, Investors, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their unstinted efforts during the year.

For and on behalf of the Board

Kolkata B. K. Khaitan K. K. Khaitan

Dated, the 9th day of August, 2012 Chairman cum Managing Director Jt. Managing Director

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Mar 31, 2011

Dear Members,

The Directors of the Company have pleasure in presenting the 54th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results, in brief, for the year ended 31st March, 2011 are as under:

(Rs. in Lacs) 31.03.2011 31.03.2010

Total Income 8124.60 6677.57

Profit Before Tax 654.56 515.84

Profit After Tax 433.38 346.29

Disposable Surplus 1944.82 1581.72 (including earlier years balance)

Appropriations 99.35 72.07

Balance Carried Forward 1845.46 1509.65

DIVIDEND

Your directors have recommended to the Members a dividend of Rs.1.80 per share (previous year Rs.1.50 per share) amounting to Rs. 63.94 Lacs, including dividend tax thereon for the financial year ended 31st March, 2011.

OPERATIONS & FUTURE OUTLOOK

During the year under review, the Company performed well with a growth of more than 20% in Sales and more than 26% in Profit Before Tax. To an extent, this was possible due to the benefits accrued from recently concluded expansion cum modernisation project.

From 10 million tons production in 2010, the Indian Paper industry is expected to touch 20 million tons by 2020. To maintain the current market leadership and take full advantage of this growth, your company has taken an important step in technology upgradation. The company has a technical collaboration with the world leader in paper machine clothing, Albany International Corp., U.S.A. Under this agreement, Albany will enhance the competence of your company in modern SSB forming fabrics manufacturing, application and technical service to world class levels. Worldwide, over 50% of the paper industry today uses SSB designs of forming fabrics. With the recent completion of expansion cum modernisation, coupled now with the technical collaboration, we foresee an increased market share in the existing and new - large and modern paper machines. The Company has maintained its leadership, due to continuous thrust on research, development and technology upgradation and expect to further improve its performance in the forthcoming years.

DIRECTORS

Mr. M. L. Bhagat and Mr. M. K. Khaitan, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The Board recommends their re-appointment.

AUDITORS

M/s. S. S. Kothari & Co.. Chartered Accountants. Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT & OTHER INFORMATION'S

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

-That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures:

-That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review; That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

-That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms a part of this report.

The statement of particulars, required pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002, forms a part of this report.

However, as permitted by the Companies Act, 1956, the Report and Accounts are being sent to all Members and other entitled persons excluding the above statements. Those interested in obtaining a copy of the said statements, may write to the Company at its Registered Office and the same will be sent by post. The statements are also available for inspection at the Registered Office, during working hours upto the date of the Annual General Meeting.

During the financial year, Mr. Anil Kumar Sethi, Chief Financial Officer (CFO) resigned from the services of the Company.

The Board places on record its appreciation for the valuable services rendered by him during his tenure The Company has since appointed Mr. Rajesh Patni as CFO of the Company with effect from 19th March, 2011.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report together with the Report on Corporate Governance and the certificate, in respect of compliance with the conditions of corporate governance, is annexed herewith.

GROUP FOR INTER SE TRANSFER OF SHARES

As required under Clause 3(1) (e) of the Securities and Exchange Board of India (substantial Acquisitions of Shares and Takeovers) Regulation, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid regulations, are given in the separate annexure attached herewith and forms part of this Annual Report.

ACKNOWLEDGEMENT

The directors wish to place on record their gratitude to the Customers, Banks, Investors, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their unstinted efforts during the year.

For and on behalf of the Board

M. K. Khaitan K. K. Khaitan Executive Director Jt. Managing Director

Kolkata

Dated, the 27th day of May, 2011

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Mar 31, 2010

The Directors of the Company have pleasure in presenting the 53rd Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results, in brief, for the year ended 31st March, 2010 are as under:

(Rs. in Lacs)

31.03.2010 31.03.2009

Total Income 6677.57 5615.96

Profit Before Tax 515.84 432.81

Profit After Tax 346.29 254.63

Disposable Surplus 1581.72 1236.78 (including earlier years balance)

Appropriations 72.07 68.63

Balance Carried Forward 1509.65 1168.15

DIVIDEND

In view of ongoing major modernisation cum expansion project, the Board has decided to keep the rate of dividend unchanged as per previous year and accordingly, has recommended to the Members a dividend of Rs. 1.50 per share, amounting to Rs. 53.46 Lacs, including dividend tax thereon for the financial year ended 31st March, 2010.

OPERATIONS & FUTURE OUTLOOK

During the year under review, the Company performed well with a growth of 18.46% in Sales and 19.18% in Profits. To an extent, this was possible due to the benefits accrued from completion of the major portion of the companys expansion cum modernization project. The balance work is expected to be completed in this financial year.

From 10 million tons production in 2009, the Indian Paper industry is expected to touch 25 million tons by 2020. To maintain the current market leadership and take full advantage of this growth, your company has taken an important step in technology upgradation. The company has entered into a Technical Collaboration with the World Leader in Paper Machine Clothing, Albany International Corp., U.S.A. Under this agreement, Albany will enhance the competence of your company in modern SSB Forming Fabrics manufacturing, application and technical service to World Class levels. Worldwide, over 50% of the paper industry today uses SSB designs of forming fabrics. With the recent expansion cum modernisation, coupled now with the technical collaboration, we foresee an increased market share in the existing and new - large and modern paper machines.

DIRECTORS

Mr. S. Ajmera and Mr. K. K. Khemka Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITORS

M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT & OTHER INFORMATIONS

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed :

- That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms a part of this Report.

The statement of particulars, required pursuant to Section 217(2A)of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002, forms a part of this Report.

However, as permitted by the Companies Act, 1956, the Report and Accounts are being sent to all Members and other entitled persons excluding the above statements. Those interested in obtaining a copy of the said statements, may write to the Company at its Registered Office and the same will be sent by post. The statements are also available for inspection at the Registered Office, during working hours upto the date of the Annual General meeting.

CORPORATE GOVERNANCE and MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report together with the Report on Corporate Governance and the certificate, in respect of compliance with the conditions of corporate governance, is annexed herewith.

GROUP FOR INTER SE TRANSFER OF SHARES

As required under Clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulation, 1997, persons constituting "Group"

(within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the pupose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid regulations, are given in the separate annexure attached herewith and forms part of this Annual Report.

ACKNOWLEDGEMENT

The directors wish to place on record their gratitude to the Customers, Banks, Investors, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees c;f the Company for their unstinted efforts during the year.

For and on behalf of the Board

B. K. Khaitan K. K. Khaitan Managing Director Jt. Managing Director

Kolkata

Dated, the 27th day of May, 2010