To,

The Members of

SHREE RAMA NEWSPRINT LIMITED

Your Directors are pleased to present the 32^nd Annual Report together with the Audited Accounts for the Financial Year ended on 31^st March 2023.

FINANCIAL RESULTS:

CLOSURE OF PAPER DIVISION AND IDENTIFICATION AS DISCONTINUED OPERATION:

The Board of Directors in its meeting held on 14.02.2023 has decided to close the paper division of the Company post retrenchment of all workmen. Further the paper division of the Company has been identified as discontinued operation and related assets and liabilities of the Paper division (mainly plant and machineries and other related assets) are shown separately form assets/liabilities pertaining to continuing operations i.e. packaged water bottling division.

REVIEW OF BUSINESS OPERATIONS AND PERFORMANCE:

Paper Segment (Newsprint, Writing Printing & Kraft Paper)

The Company had no production during the Financial Year 2022-23 as against of 63000 MT (48% capacity utilization) during the Financial Year 2021-22.

The Paper division of the Company is shut down from 18.12.2021 for want of coal and later abnormal rise in rates of waste paper & coal rendered operations unviable. Company has retrenched all workmen in paper division w.e.f. 17.12.2022. The Company has achieved sales of 4693 MT during the Financial Year 2022-23 as against of 64935 MT during the Financial Year 2021-22.

Packaged Water Bottling Segment

The Company produced 44.57 lakh cases (1629.54 lakh bottles) during the Financial Year 2022-23 as against 30.78 lakh cases (1087.44 lakh bottles) in previous financial year. Further the sale of packaged water bottles during Financial year 2022-23 was of 44.52 lakh cases (1624.74 lakh bottles) as against 30.84 lakh cases (1090.56 lakh bottles) of water bottle during previous financial year.

The Company has achieved overall turnover of Rs. 4,670.14 Lakhs in F.Y. 2022-23 as against Rs. 3,186.11 lakhs in F.Y. 2021-22 from continuing operations.

The Net profit/ loss from continuing operations was of Rs. 192.04 Lakhs in F.Y. 2022-23 as against net loss of Rs. 154.04 lakhs in F.Y. 2021-22.

The Net Loss pertaining to discontinued operations was Rs. (12,010.59) lakhs for FY 2022-23 as against net loss of Rs. (6,818.09) for F.Y. 2021-22.

EXPORT:

There was no export by the Company in F.Y. 2022-23. However, there was direct and indirect export of 36433 MT of paper worth Rs. 137.83 Crores in F.Y. 2021-22.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in nature of business of the Company except closure of paper division.

DIVIDEND:

Your Directors have not recommended any dividend for the year under review due to losses su_ered.

SHARE CAPITAL:

During the year under review, the Company has increased its Authorized share capital from Rs. 233.00 Crores to Rs. 700.00 Crores on 21st March,2023.

As on 31^st March, 2023 the authorized share capital of the Company is Rs. 7,00,00,00,000/- (Rupees Seven Hundred Crores Only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 4,00,00,000 (Four Crores) Preference Shares of Rs. 100/- (Rupees One Hundred) each.

Paid up Equity Share Capital of the Company as on 31^st March, 2023 is Rs. 147.52 Crores.

During the year under review, the Company has allotted 3,50,00,000 (Three Crores Fifty Lakhs) 10% Unlisted, Non-Convertible, Cumulative, Non- Participating, Redeemable Preference Shares ("NCRPS") of face value of Rs. 100 each, fully paid up at par, aggregating to Rs. 350,00,00,000/- (Rupees Three Hundred Fifty Cores Only) to promoter holding Company Riddhi Siddhi Gluco Biols Limited.

TRANSFER TO RESERVES:

In view of losses su_ered by the Company, the Board has not proposed to transfer any amount to the General Reserves or any other Reserve for the year under review.

FINANCES:

The Company has repaid Inter Corporate Deposit to holding company (i.e. Riddhi Siddhi Gluco Biols Ltd.) out of the proceeds from issue of NCRPS. Further the Company has repaid loan of Rs. 13.21 Cr. to ICICI bank Limited during F.Y. 2022-23.

DEPOSIT:

The Company has not accepted or renewed any deposit during the year and there is no outstanding on this account in books of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any joint venture, subsidiary or associate company within the meaning of Section 2(6) of the Companies Act, 2013.

ANNUAL RETURN:

The Annual Return of the Company for the Financial Year ended on 31.03.2023 is placed on website of the Company. The weblink of the same is : https://ramanewsprint.com/investors-annual-return.html

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investment made by the Company are mentioned in the financial statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered into related party transactions as enumerated in Section 188 of the Companies Act, 2013 during the year under review and disclosed the said information in Form AOC-2 which is attached as "Annexure – I".

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 6 (Six) Meetings of Board of Directors were convened and held on 30.05.2022, 06.08.2022, 14.11.2022, 14.02.2023, 24.02.2023 and 30.03.2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ganpatraj L. Chowdhary (DIN: 00344816) retires from the office by rotation and being eligible offered himself for re-appointment within the meaning of Section 152(6) of the Companies Act,2013.

Further tenure of Independent Director Mrs Meenu Singhvi (DIN:08273316) is expiring on 02.11.2023. Pursuant to recommendation of Nomination and Remuneration Committee, and subject to approval of members of the Company, Board of Directors of the Company in its meeting held on 11.08.2023 has appointed Mrs. Meenu Singhvi as Non-Executive Independent Director for a second term of five consecutive years from 03.11.2023 to 02.11.2028. During the year under review, Members of the Company in its Extraordinary General Meeting held on 10.06.2022 has regularized the appointment of Mrs. Pallavi Mittal, Non-Executive Independent Director for a period of five years from 12.02.2022 to 11.02.2027 and has also appointed Mr. Ambalal C Patel (DIN: 00037870), being more than 75 years of age, as Non-Executive Independent Director of the Company for a period of 5 years from 10.06.2022 to 09.06.2027.

Further after closure of Financial Year, Mr. P.K Mundra has retired from office of Chief Financial Officer (CFO) and Company Secretary & Compliance Officer of the Company w.e.f 03.05.2023. Board of Directors of the Company express its sincere gratitude towards contributions made by Mr. P.K. Mundra during his tenure.

Board of Directors of the Company in its meeting held on 11.08.2023 has appointed Mr. Mukeshkumar Samdaria as Chief Financial Officer (CFO) and Mr. Sharad Jain (Mem. No. A57221) as Company Secretary & Compliance Officer of the Company. Mr. Mukeshkumar Samdaria is also CFO and Mr. Sharad Jain is also the Company Secretary of holding Company Riddhi Siddhi Gluco Biols Limited.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013: The Directors hereby confirm that: -

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; (b) the Directors had selected such accounting policies 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 and loss of the company for that period; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; (e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the criteria of independence stipulated in the aforesaid section.

DETAILS OF COMMITTEE OF DIRECTORS:

The Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship/ Grievances Committee, Corporate Social Responsibility Committee, number of meetings held of each Committee during the financial year 2022-23 and meetings attended by each member of the Committee as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in Corporate Governance Report forming part of this Annual Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has devised a Policy for performance evaluation of the Board, Committees and other Individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board. In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving higher growth and concluded that continuance of each Independent Director on the Board will be in the interest of the Company. The Board has received necessary declarations from all the Independent Directors regarding compliance of Code of conduct applicable to Independent Directors as prescribed under Schedule IV to the Act along with certificate under Section 149(7) of the Companies Act, 2013 regarding meeting the criteria of independence as provided in sub-section (6) of Section 149 of the companies Act, 2013.

Non-Independent Directors:

The performance of each of the Non-Independent Directors (including the Chairperson) was evaluated by the Independent Directors at their separate meeting held on 14.02.2023. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the Non-Independent Directors was providing good business and people leadership.

INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration which is available on Company's website at www.ramanewsprint.com. The weblink for the same is http://ramanewsprint.com/investors/POLICY/ APPOINTMENT%20POLICY.pdf

WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy which is available at the Company's website at www.ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/ POLICY/WHISTLE%20BLOWER%20POLICY.pdf

POLICY ON PRESERVATION OF DOCUMENTS

The Board framed policy on Preservation of Documents as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available at the Company's website at www. ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/POLICY/POLICY%20ON%20 PRESERVATION%20OF%20DOCUMENTS.pdf

POLICY ON DETERMINING MATERIALITY FOR DISCLOSURE TO STOCK EXCHANGES:

The Board framed policy on Determining Materiality for Disclosure to Stock Exchanges as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available at the Company's website at www.ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/ POLICY/POLICY%20ON%20MATERIALITTY%20OF%20EVENTS.pdf

RISK MANAGEMENT:

The Management of the Company had evaluated the Risk Management framework and plans for mitigating the risks and found the same to be adequate and sufficient as per size of the Company. Further presently there is no element of risk identified by the management that may threaten the existence of the Company.

LISTING OF SHARES:

Equity Shares of Company continue to be listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to the Stock Exchanges for Current Financial Year.

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

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as "Annexure – II" to this Report and forms part of it.

CORPORATE GOVERNANCE REPORT:

Report on Corporate Governance is made part of this Annual Report. As required under Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Certificate of Practicing Company Secretary on Corporate Governance compliance is also annexed to this Annual Report. The Certificate from Executive Director and Chief Financial Officer were placed before the Board of Directors at its meeting held on 29.05.2023 is also annexed to this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion and Analysis is made part of this Annual Report.

PARTICULARS OF EMPLOYEES:

Company does not have any employees who is drawing remuneration in excess of limit prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and

The statement containing the names of top ten employees will be made available on request sent to the Company on ramanewsprint@ramanewsprint.com.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed Mr. Ravi Kapoor, Proprietor of M/s. Ravi Kapoor & Associates, Company Secretaries in Practice (CoP No. 2407) to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. Secretarial Audit Report for the Financial Year 2022-23 issued by them in form MR-3 forms part of this report and marked as "Annexure-IV".

COST AUDIT:

The audit of cost accounts of the Company is being carried out by M/s Nanty Shah and Associates, Cost Accountants (FRN: 101268) for F.Y. 2022-23 and after completion of the audit they will submit their report to the Company and the same will be submitted with the Central Government as per provisions of Companies Act, 2013 and rules made thereunder. Further due to closure of paper division, the provisions regarding audit of cost records is not applicable to the Company for the financial year 2023-24.

CASH FLOW STATEMENT:

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash Flow Statement forms part of Audited Financial Statements is attached to the Annual report.

STATUTORY AUDITORS:

M/s. Batliboi & Purohit, Chartered Accountants (FRN: 101048W) were re-appointed as Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting of the Company, on such terms and remuneration as agreed upon between the Audit Committee/Board of Directors and the Auditors.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

(i) by the Statutory Auditors' in their Audit report;

There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the Statutory Auditors of the Company.

(ii) By the Secretarial Auditors' in their Secretarial Audit Report;

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report issued by the Secretarial Auditors of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions regarding Corporate Social Responsibility ("CSR") as enumerated under section 135 of the Companies Act 2013 are not applicable to the Company for the financial year 2022-23. As the provisions of CSR are not applicable to the Company for the financial year 2022-23 therefore it is not required to attach the Annual Report on CSR Activities with this report. However, Company has constituted CSR Committee and also adopted CSR Policy and the details of the same is mentioned in the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year company has disclosed paper division as discontinued operation, therefore as per IND AS 105 Non-current assets held for sale, plant and machineries with other assets associated with the paper division are considered and presented as held for sale/discontinued operations. In accordance with Ind AS 105, such assets have been measured at a lower of carrying amount or Fair value less cost to sell. Accordingly, the Company has recognized an impairment loss of Rs. 9,984/- Lakhs during the financial year ended March 31 2023.

SIGNIFICANT AND MATERIAL ORDERS:

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company's operations in future.

REPORTING OF FRAUD:

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial throughout the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Board has developed the Sexual Harassment Policy of the Company for safety of the women employees employed in the Company. It is hereby afirmed that the Company has also complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further no complaint / case have been filed / pending with the Company during the year.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

Hon'ble NCLAT had passed an order dated 12.04.2022 setting aside impugned order dated 16.03.2022 in the matter of an application filed by Agarwal Fuel Corporation Private Limited (Operational Creditor) for operation debt of Rs. 2,55,26,222/- under Section 9 of The Insolvency and Bankruptcy Code, 2016 (IBC) for initiation of Corporate Insolvency Resolution Process (CIRP) against the Company passed by the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad for initiating Corporate Insolvency Resolution Process of the Company and directed IRP to hand over management of the Company to the Board, which was done on 14.04.2022.

Further in the matter of Section 9 application filed by Ms. Shah Paper Mills Limited, for initiation of Corporate Insolvency Resolution Process (CIRP) against the Company, Hon'ble NCLT, Ahmedabad bench has reserved its order in the matter on 04.07.2023 and order is yet to pronounce.

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

It is not applicable to the Company, during the financial year.

ACKNOWLEDGEMENT:

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued cooperation and support received from the Union Government, the State Government of Gujarat, Regulatory Bodies, participating Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees. Your Directors further thank Members/Shareholders for their continued confidence reposed in the Management of the Company.