Your Directors are pleased to present before you, the Fifty-fifth Annual Report along with the Audited Financial Statements of the Company
for the Financial Year ended on 31^st March, 2025.

The Company’s financial performance, for the year ended March 31,2025 is summarized below:

(INR in millions)

There were no material changes and commitments affecting the financial position of the Company, which have occurred since the end of
the financial year.

DIVIDEND

The Board of Directors have decided for payment of dividend, keeping in mind that growth of the Company can be met through internal
accruals and would be beneficial for the shareholders in long term.

Hence, the Directors are proposing payment of dividend @ 100%, i.e., of Rs.10/- per equity share of Rs.10/- each fully paid-up, for the year
ended 31^st March, 2025, aggregating to Rs. 43.93 million (gross). The dividend, if approved at the ensuing Annual General Meeting, would
be paid to the eligible members, subject to TDS at applicable rates, within the stipulated time.

DIRECTORS

During the year under review, the nomination of Mr. Benno Edmund Morlock was withdrawn by the Holding Company, and Mr. Martin
Bassmann was nominated in his place, as the Chairman of the Board of Directors of the Company with effect from 1^st October, 2024. He holds
Master/Diploma Degree in Mechanical Engineering, from Ulm University of Applied Sciences, Germany. He possesses an overall experience
of more than 32 years of working at various positions with some reputed European Companies/Group in the Sales & Marketing functions. The
appointment of Mr. Martin Bassmann has also been approved by the shareholders of the Company through Postal Ballot.

Also, Mr. Surinder Kumar Nagpal ceased to be a Non-Executive & Independent Director of the Company effective 1^st March, 2025 upon
completion of his tenure. Based on the recommendation of the Nomination and Remuneration Committee and approval of the shareholders
through Postal Ballot, Dr. Ram Sewak Sharma was appointed as the Non-Executive & Independent Director of the Company with effect
from 1^st March, 2025. He is a retired bureaucrat (IAS Officer) who held various senior positions in the Department of Information and
Communication Technologies (ICT), Government of India. He is also a visiting faculty at IIT, Kanpur.

Mr. Ravinder Nath, Director, shall be retiring by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself
for reappointment. Mr. Nath is an Advocate of Supreme Court of India and Partner at one of India’s oldest and reputed legal firms - Rajinder
Narain & Co. LLP. He is a Commerce Graduate and has done his LLB - International and Company Laws from King’s College, London and
PIL from Harvard. He possesses rich and specialized experience in cross border acquisitions & transactions.

He has been associated with the Company since 1998 and has contributed to the Company’s growth with his vast knowledge and experience.
Hence, the Nomination and Remuneration Committee, as well as the Board of Directors, are of the view that his continued presence on Board
would be beneficial for the Company.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have also approved the
re-appointment of Dr. Deepti Gupta as an Independent Woman Director for another term of 5 (five) years effective from 30^th July, 2025, subject
to the approval of shareholders at the ensuing Annual General Meeting (AGM). She is a ‘First Class First’ Post Graduate in Textile & Clothing,
with a Doctorate in Textile Technology from IIT Delhi and is currently a Professor in the department of Textile & Fiber Engineering at IIT Delhi.

In Compliance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (here-in-after referred to as ‘Listing Regulations’), brief resume, expertise and details of other directorships, membership
in committees of other companies and shareholding in the Company, of the directors who are proposed to be re/appointed, are as under:

TRANSFER TO RESERVES

For the year under review, Company has added the entire available surplus, to the brought forward balance in "Statement of Profit and Loss",
without making any transfer to the general reserve.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company neither gave any loans or guarantee nor made any investments in terms of provisions of Section
186 of the Companies Act, 2013.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the Financial Year 2024/25.

CAPACITY ENHANCEMENT

Considering the opportunities likely to be created in future, Company is constantly on the look-out to bring about improvements in the
process of its operations for improvement in the productivity and quality of its products. For this purpose, necessary capital investments are
being made by the company, that may not always result in significant capacity enhancement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the ‘going concern’ status of
the Company and its future operations. However, members’ attention is drawn to the details about Contingent Liabilities and Commitments
appearing in the Notes forming part of the Financial Statements.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report, forming part of this
Report.

PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of Companies Act, 2013 and Regulation 23 of ‘Listing Regulations’, the Company has formulated a Policy on Related
Party Transaction to ensure transparency in transactions between the Company and the related parties. The said Policy is available at link of
‘Company Policies’ on ‘Investors Corner’ page on the company’s website at www.voithpaperfabricsindia.com

During the year under review, all transactions with related parties were carried out in the ordinary course of business at arms’ length basis
and details of such transactions (including related party transactions considered as ‘material’) are mentioned in notes attached to the
financial statements, appearing elsewhere in the Annual Report. Further, Form AOC-2 containing the necessary disclosure in this regard is
attached as Annexure - I and forms an integral part of this report.

AUDITORS REPORT

The observations of statutory auditors are self-explanatory and therefore do not call for any further comments.

AUDITORS

A. Statutory Auditors - During the year under review, M/s B S R & Co. LLP; Chartered Accountants, carried out the Statutory Audit and
submitted their report.

B. Internal Auditors - During the year under review, M/s Lodha & Co., Chartered Accountants, carried out the Internal Audit and submitted
their report.

C. Secretarial Auditors - During the year under review, M/s P.C. Jain & Co., Company Secretaries, carried out the Secretarial Audit and
submitted their report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5), the Board of Directors, to the best of their knowledge and ability, confirm that:

1. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating
to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and are prudent so as to give a true & fair view of the state of affairs of the Company at the end of the Financial Year and of
the profits of the Company for the period;

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

4. the Directors have prepared the Annual Accounts on a ‘going concern basis’;

5. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are
adequate and operating efficiently; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

RISK MANAGEMENT

The Board confirms that there exists a structure in the Company to identify, assess, evaluate and mitigate various types of risks with respect
to the operations of the Company. In view of the Board, none of the elements of any such risk threaten the existence of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that
they meet the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16 of the ‘Listing Regulations’.

CORPORATE GOVERNANCE

The Board of Directors has laid down a Code of Conduct to be followed by all the Directors and members of Senior Management of your
Company. The Board of Directors supports the principles of Corporate Governance and lays strong emphasis on transparency, accountability
and integrity.

A Report on Corporate Governance along with required Certificate from a Company Secretary in Practice, pursuant to requirements of the
Listing Regulations has been included in this Report separately. In terms of Regulation 17(8) of the Listing Regulations, a Certificate of CEO
& CFO is also provided to the Board.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section
134(3)(m) of the Act, read along with Rule 8, of Companies (Accounts) Rules, 2014, is given in Annexure - II.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As Company does not form part of the Top-1000 listed entities based on market capitalization as at 31/03/2025, the provisions of Regulation
34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable to it.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public during the year under review. Accordingly, there are no unclaimed
or unpaid deposits lying with the company for the year under review.

PARTICULARS OF EMPLOYEES

Particulars required to be disclosed in pursuance of the provisions of Section 197, read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure - III.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Outline of CSR Policy including overview of projects or programs undertaken during the year ended 31^st March, 2025: The Company’s
Policy on Corporate Social Responsibility (CSR) is based on the premise that helps it to be socially accountable to all the stakeholders,
and the manner in which the company carries out its operations, not only to earn profits but also to contribute the requisite portion of it’s
profit for overall betterment of the society. To achieve this, company had contributed requisite sums towards fulfilling its CSR obligations,
by providing financial aid to some NGOs engaged in promoting healthcare, education, sanitation, livelihood enhancement projects for
marginalised women and physically challenged sportspersons.

2. Composition: The CSR Committee presently comprises of four directors. Three of whom are Non-Executive Directors.

3. The Composition of CSR committee, CSR Policy and CSR projects approved by the Board can be accessed at link of ‘CSR Annual
Action Plan for FY 2024/25’ under ‘Corporate Social Responsibility Policy’ under ‘Company policies’ on ‘Investor Corner’ page on the
company’s website at www.voithpaperfabricsindia.com.

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014: Not Applicable

5. (a) Average net profit of the Company as per sub-section (5) of Section 135: INR 443.830 million

(b) Two percent of average net profit of the Company as per sub-section (5) of Section 135: INR 8.880 million

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

(d) Amount required to be set-off for the financial year, if any: Nil

(e) Total CSR obligations for the financial year [(b) (c)-(d)]: INR 8.880 million

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): INR 8.885 million

(b) Amount spent in Administrative Overheads: Nil

(c) Amount spent on Impact Assessment, if applicable: Not Applicable

(d) Total amount spent for the Financial Year [(a) (b) (c)]: INR 8.8852 million

(e) CSR amount spent or unspent for the financial year: INR 8.8852 million

(f) Excess amount for set off, if any: NIL

(g) Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years: Not applicable

(h) Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial
Year: No

If Yes, enter the number of Capital assets created/ acquired: Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the
Financial Year: NIL

(i) Specify the reason(s), if the Company has failed to spend two percent of the average net profits as per sub-section (5) of Section
135: Not Applicable

Sd/- Sd/-

Martin Bassmann R. Krishna Kumar

Chairman of the CSR Committee Managing Director

(DIN: 10766607) (DIN: 05344619)

ANNUAL EVALUATION BY THE BOARD

The Board has carried out the annual evaluation of its own performance, of each of its Committee and of all individual Directors, as required
under the provisions of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of Listing Regulations. The manner in
which such performance evaluation exercise was carried out is given below:

The Nomination and Remuneration Committee (NRC) carries out the evaluation process at initial stage, followed by evaluation by Board.
The performance evaluation framework is in place to seek the response of each Director on the evaluation of the entire Board and Individual
Directors, on defined parameters.

The criteria of evaluation of Board as well as that of its each Committee; and individual Directors, including the Chairman of the Board; as
defined by NRC in this regard, includes attendance and contribution of each Director at the meetings or otherwise, independent judgment,
adherence to code of conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control
system, etc.

The performance of the Board and Individual Directors was also evaluated by the Board seeking inputs from all Directors on aforesaid
parameters. The performance of Committees was evaluated by the Board seeking inputs from concerned Committee Members. A separate
meeting of the Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as
a whole and performance of the Chairman of the Company, taking into account the views of Executive as well as Non-Executive Directors.

PREVENTION OF SEXUAL HARASSMENT CASES

As required under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
read with rules made there under, the Company has constituted an "Internal Complaints Committee" which is responsible for redressal of
complaints related to sexual harassment. The necessary disclosure in terms of requirements of Listing Regulations in this regard is given
below:

a) Number of complaints filed during the financial year - Nil

b) Number of complaints disposed off during the financial year - N.A.

c) Number of complaints pending as on end of financial year - Nil
NUMBER OF MEETINGS OF THE BOARD

During the year under review, four meetings were convened and held. Details of composition of Board and its committees and of the
meetings held, attendance of the Directors and other relevant details are provided in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations and
the circulars issued by the MCA and SEBI in this regard.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Board has originally constituted its Remuneration Committee on 31^st January, 2002 as part of good corporate governance practice.
The current policy is to ensure that appropriate and suitable members are appointed on the Board of the Company and that the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and meets appropriate benchmarks.

The Nomination and Remuneration Committee, at its sole discretion, considers the integrity, qualification, expertise, proficiency and
experience of the person for appointment as a Director and then recommends to the Board of his/her appointment.

REMUNERATION CRITERIA

• Executive Director / Managing Director / Whole-time Director: They shall be paid remuneration comprising of several components
(including fixed as well as variable) decided and approved by the Board from time to time on the recommendation of the Nomination
and Remuneration Committee. Such remuneration is determined according to industry standards, experience, laws and regulations,
prevailing market conditions and the scale of Company’s business relating to the position.

• Other Directors: The Company remunerates its Non-Executive Indian Directors by way of Sitting Fees for attending meetings of the
Board and/or any Committee thereof as may be decided by the Board from time to time, subject to the maximum amount as may be
prescribed by the Central Government in this regard.

The Nomination and Remuneration Policy is available at ‘Company Policies’ link on ‘Investors Corner’ page at company’s website at www.
voithpaperfabricsindia.com.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the company has appointed M/s PC. Jain & Co., Company Secretaries to undertake the Secretarial Audit of the
Company. The report of the Secretarial Audit is annexed as Annexure - IV.

The Secretarial Audit Report does not contain any qualification, observation or other adverse remarks.

FRAUDS REPORTED BY THE AUDITORS

None of the auditors - Statutory, Secretarial or Internal, have reported any incident of fraud to the Audit Committee/Board of Directors, in their
respective report, for the periods reviewed by them.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, as amended from time-to-time.

SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company neither has any subsidiary, joint venture or associate company; nor has any company become or ceased to be its subsidiary,
joint venture or associate company, during the year.

ANNUAL RETURN

As required under the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, a copy of the relevant Annual Return
would be made available at ‘Investor Relations’ link on the ‘Investors Corner’ page of company’s website at www.voithpaperfabricsindia.com.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.

PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application
made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as
at the end of the financial year is not applicable.

VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

APPRECIATIONS

The Board of Directors is delighted to share their regards towards all the stakeholders for their belief and confidence in the Company. The
Board conveys its admiration to all the employees for their hard work, dedication and commitment towards the Company. We would like to
give assurance about achieving more heights in the future with the continued trust of our stakeholders.

For and on behalf of the Board of Directors

Deepti Gupta (08481203) Martin Bassmann (10766607)

Pallavi Dinodia Gupta (06566637) Chairman

Ram Sewak Sharma (02166194) R. Krishna Kumar (05344619)

Directors Managing Director

Date : 22^nd May, 2025
Place : New Delhi

1

Not resigned, but ceased to be a Non-Executive and Independent Director from 04/09/2022, upon completion of tenure.

2

Not resigned, but ceased to be a Non-Executive and Independent Director from 12/08/2024, upon completion of tenure.

None of the Directors of the Company have any inter-se relationship with each other.

PERFORMANCE OVERVIEW

Orders Received Sales/Revenue