As on: Aug 24, 2026 09:32 PM
The Board of Directors are pleased to present the Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March, 2026.
1. FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended 31st March, 2026 is summarized below:
(Rs. in crores)
Earnings before Interest, Depreciation, Amortization & Taxation
Profit/(Loss) before Depreciation and Taxation
Profit/(Loss) before Taxation
Total Comprehensive Income
2. COMPANY’S PERFORMANCE
The year under review saw robust operations performance for Orient Paper as it continued the momentum built over the last few years. The Company’s chemical business recorded its highest ever Caustic Lye production ~ 6.7% higher than previous year. This was achieved through renewed focus on health of all running IEM cells and ensuring availability of healthy spare cells to maximize plant OEE.
The Company’s paper business also recorded its highest ever paper production, ~2.3% higher than last year. This was achieved due to focused efforts to improve plant & machinery reliability as evident from the reduced downtime in FY26 (12% lower than FY25). This achievement was despite one of the lowest spend on recurring repairs & maintenance expenses over the last 3 years thus reflecting a paradigm shift in the O&M philosophy of the team. The Company continued to invest towards the upkeep of its assets with a capex of ~ Rs. 52 crores in FY26.
While on one hand the paper business volumes recorded ever-highest numbers, on the other hand market forces dealt with headwinds as the average prices dropped by ~6% over FY25. The Writing & Printing segment saw a drop of ~4% in prices over FY25 on account of rising imports at nil duty, sluggish tender orders and impact of GST reforms affecting the notebook segment. The tissue segment saw a sharper price drop of ~7.5% on account of time-lag taken by domestic markets to absorb the increase in capacity that happened in Q3 FY25.
Orient Paper continued to deepen its engagement with micro-markets through Hub Meets and the Orient Stars digital platform. It widened its presence across new product categories such as bamboo and launched the new coloured tissue product line. The Company strengthened its offerings and value chain across growing segments like health and hygiene, copier, and sustainable products. In FY26, the Company’s product mix comprised 62% Writing & Printing paper and 38% tissue products. Value-added products represented ~ 55% of the overall product mix.
Raw material sourcing cost continued to be under pressure even though availability improved in H2 FY26 with arrival of fresh wood. This was due to restrictions imposed on transit permit affecting the movement of wood within Madhya Pradesh which led to ~7% higher sourcing cost for the Company than FY25. Limited flow of wood also affected the quality of wood getting inside the mill thus impacting the Company’s fibre yield. This was reversed towards the latter part of FY26 when the State Government removed Eucalyptus from the list of products requiring Transit Permit thereby easing its movement.
The Company remains steadfast in its commitment of achieving net neutrality targets in both carbon and water footprints. During the last financial year, the Company expanded its plantation coverage by 16,491 acres and implemented Good Agricultural Practices across 5,400 acres, benefiting 3,540 families. The proportion of renewables in the energy mix was maintained at ~40%.
The digital transformation journey that the Company had embarked on by implementing state-of-the- art Advanced Process Control (APC) in its facilities has given rich dividends. This led to ~12% reduction in specific consumption of Chlorine Dioxide in its bleaching process.
Though the Company was able to unlock significant value via these small-scale high impact projects, it was still not sufficient to offset the economic headwinds caused by external forces. Pricing pressures and government policies inflating the sourcing side costs led to squeezing operating margins.
Capex project for installing a new Tissue line has been initiated. This capital infusion shall bring in state-of-art technology to Orient Paper and help it stay relevant in today’s markets by expanding its product basket and improving its profitability. This shall de-commoditize the Company’s product mix and shift it towards value- added categories.
3. SUSTAINABLE DEVELOPMENT AND ENVIRONMENT
Orient Paper is committed to environmental protection and has implemented robust systems to ensure effective monitoring and treatment of waste. Some of these include: Zero Liquid Discharge (ZLD), online stack emission monitoring systems, ambient air quality monitoring systems, dust extraction and suppression systems, Effluent Treatment Plant (ETP), etc.
Our paper business has done better than its GHG target as set by MoEFCC in their gazette notification, while our Caustic Soda business has missed the target by some margin. The net effect at the Company level augurs well as we may have surplus carbon credits. We are keenly following the developments as the National Carbon Market formalizes and begins operating in India.
Our extensive work on water conservation across our supply chain and the surrounding ecosystem will help us conserve more water than what we consume in our operations. In FY26, the Company helped build more than 1280 water harvesting structures across the local community which can harvest up to 32 billion liters of water.
4. SHARE CAPITAL
During the year under review, there was no change in the Authorised and Paid-up Share Capital of the Company.
As on 31st March, 2026, the Authorised Share Capital of the Company stood at ^100,00,00,000 comprising 75,00,00,000 equity shares of Re. 1 each and 25,00,000 preference shares of ^100 each.
As on 31st March, 2026, the Paid-up Share Capital of the Company stood at ^21,21,85,502 comprising 21,21,85,502 equity shares of Re. 1 each.
5. CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
6. DIVIDEND
The Directors have not recommended any dividend on the equity shares of the Company for the financial year ended 31st March, 2026.
7. CASH FLOW ANALYSIS
In conformity with the provisions of Regulation 34 of the Listing Regulations and Section 2(40) of the Companies Act, 2013, the cash flow statement for the financial year ended 31st March, 2026 is included to and forms part of the Annual Accounts.
8. PUBLIC DEPOSITS
The Company has not accepted any deposits from the public, falling within the ambit of Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.
9. SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
The Company does not have any subsidiary, joint venture or associate Company.
10. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS
The Company has not granted any loans, provided any guarantees or securities nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013, during the financial year ended 31st March, 2026.
11. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of the CSR activities, as required under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in the Annual Report as Annexure I. The
Company’s Policy on Corporate Social Responsibility is available on the website of the Company at https:// orientpaper.in/wp-content/assets/investors/code-and- policy/CSR-Policy.pdf
12. ANNUAL RETURN
Pursuant to the provisions of Section 92 of the Companies Act, 2013, and the rules framed thereunder, the Annual Return has been displayed on the Company’s website at https://orientpaper.in/ annual-general-meeting/
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. CK Birla (DIN: 00118473), Non-Executive Director of the Company, is liable to retire by rotation and being eligible, has offered himself for re-appointment.
Except as stated above, there was no other change in Directors and Key Managerial Personnel of the Company.
None of the Directors are disqualified under Section 164 of the Companies Act, 2013.
All the Independent Directors have submitted declarations confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013, read with Regulations 16 and 25 of the Listing Regulations. They have also confirmed compliance with the provisions of Section 150 of Companies Act, 2013, read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to registration in the data bank of Independent Directors.
The Board of Directors affirm that the Independent Directors possess requisite expertise, experience (including proficiency), and integrity necessary for their effective participation on the Board.
14. BOARD MEETINGS
During the financial year, six (6) meetings of the Board and its various Committees were held. Details of these meetings, including attendance, are provided in the Corporate Governance Report.
15. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, individual directors, and its various Committees. The process of evaluation has been detailed in the Corporate Governance Report.
16. AUDITORS & AUDIT REPORTS
I. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Shareholders of the Company, at the Annual General Meeting held on 10th August, 2022, appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W- 100022) as the Auditors of the Company for a period of 5 years, from the conclusion of 86th Annual General General Meeting to the conclusion of 91st Annual General Meeting.
The Auditors’ Report for the financial year 2025-26 does not contain any qualification, reservation, or adverse remark.
The Auditors have also confirmed that, during their audit process for the financial year 2025-26, they did not observe any event indicating fraud committed by the officers or employees of the Company. Therefore, no instances of fraud were reported to the Audit Committee, Board, or the Central Government, as the case may be, under section 143(12) of the Companies Act, 2013.
Note No. 48 appearing in the Notes to the Financial Statements referred to in the Auditors’ Report is self-explanatory.
II. Cost Auditor
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained proper cost records pertaining to the products under audit, as required, which have been duly audited by the Cost Auditor.
The Cost Audit for the financial year ended 31st March, 2025 was conducted by Mr. Somnath Mukherjee, Cost Accountant in Practice (Membership No. 5343), and the Cost Audit Report was duly filed with the Ministry of Corporate Affairs (MCA). The Audit of the Cost Records for the financial year ended 31st March, 2026, is being conducted by the said Cost Auditor and the Report will also be filed with the MCA.
The Board of Directors of the Company, on the recommendation of the Audit Committee, have appointed Mr. Somnath Mukherjee, Cost Accountant as Cost Auditor for auditing the cost accounts of the Company for the financial year 2026-27. The Cost Auditor has confirmed his eligibility under Section 141 of the Companies Act, 2013, and the rules framed there under for appointment as Cost Auditor of the Company. Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor requires ratification by the shareholders. Therefore, the Board recommends the ratification of the remuneration payable to the Cost Auditor by the shareholders at the ensuing Annual General Meeting.
III. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of Regulation 24A of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December, 2024, the Company has appointed M/s. Labh & Labh Associates, Company Secretaries (FRN- P2025WB105500), for a period of 5 years commencing from the Financial Year 2025-26, to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark.
The Report of the Secretarial Auditor is annexed to this report as Annexure II.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached herewith as Annexure III and forms an integral part of this Annual Report.
18. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors have 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 the period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19. PARTICULARS OF DIRECTORS AND EMPLOYEES
Disclosure of the ratio of the remuneration of each Director to the median employee’s remuneration, and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure IV and forms part of it. Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, also form part of this Report. However, in terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report for the financial year is being sent to the shareholders excluding the information required under Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection from the date of circulation of the Notice of AGM until the date of the AGM.
20. EMPLOYEE STOCK OPTION SCHEME
The Company has adopted Orient Paper & Industries Limited - Employee Stock Option Scheme-2023’ (ESOP Scheme), during the financial year 202324, as part of its Long Term Incentive Programme. The Company’s ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (ESOP Regulations) and Listing Regulations. During the year under review, no stock options were granted under the said ESOP Scheme, while 82,873 stock options lapsed. Further, no equity shares were allotted under the ESOP Scheme during the financial year under review. Other details on ESOPs are provided in the notes to accounts of the financial statements for the financial year 202526, forming part of the Annual Report.
There was no change in the ESOP Scheme 2023 since its adoption by the shareholders of the Company.
Disclosures pursuant to ESOP Regulations are uploaded on the website of the Company and can be accessed at the Weblink at https://orientpaper.in/wp- content/assets/investors/DISCLOSURE-UR/ESOP- Disclosure-Mar2026.pdf
M/s. Labh & Labh Associates, Company Secretaries (FRN- P2025WB105500), Secretarial Auditors of the Company, certified that the Company’s ESOP
Scheme has been implemented in accordance with the ESOP Regulations, and the resolutions passed by the shareholders approving the ESOP Scheme. The said certificate from the Secretarial Auditors of the Company shall be available for inspection by the shareholders at the ensuing AGM.
21. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTY
During the financial year under review, all the contracts or arrangements or transactions entered by the Company with its Related Parties were in the ordinary course of business, and on arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 2013, and the Listing Regulations. All the related party transactions are quarterly reviewed by the Audit Committee.
All Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. The Related Party Transaction Policy can be accessed on the website of the Company at orientpaper.in/wp-content/ assets/investors/DISCLOSURE-UR/RPTPOLICY_ OPIL_11.02.2026.pdf
During the period under review, there were no material related party transactions and accordingly, the declaration in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 is not applicable.
For disclosures of related party relationships and transactions as per Ind AS-24, ’Related Party Disclosure’’, please refer to Note No. 44 to the Annual Audited Financial Statements of the Company for the financial year ended 31st March, 2026.
22. CORPORATE GOVERNANCE
The Company believes that good Corporate Governance is essential for achieving long term corporate goals and enhancing stakeholders' value. The Company's business objective, and that of its management and employees is to manufacture and market the Company's products in such a way so as to create value that can be sustained on a long term basis for all its stakeholders, including shareholders, employees, customers, government, and the lenders. In addition to compliance with the regulatory requirements, the Company endeavours to ensure the highest standards of ethical conduct throughout the organization.
The Company is in full compliance with the Corporate Governance requirements in terms of the Listing Regulations.
A report on Corporate Governance, alongwith a certificate from the auditors confirming compliance with the Corporate Governance requirements, is attached and forms part of this Annual Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section, forming an integral part of this Annual Report.
24. NOMINATION & REMUNERATION POLICY
The Board, on the recommendation of its Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The salient features of the Nomination & Remuneration Policy are outlined in the Corporate Governance Report, which forms part of this Annual Report. Web link for the policy on the website is https:// orientpaper.in/wp-content/assets/investors/code-and- policy/Nomination-Remuneration-Policy.pdf
25. RISK MANAGEMENT
The Board of Directors of the Company have a Risk Management Committee, inter alia, to frame, implement and monitor the risk management plan for the Company.
Pursuant to Section 134 of the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the Company has a Risk Management Policy. The Policy comprises of a robust business risk management framework to identify, evaluate, and mitigate potential business risks. The business risk framework defines the risk levels, including documentation and reporting.
Details of the Risk Management Committee and the Risk Management Policy are provided in the Corporate Governance Report. The policy can be accessed on the Company’s website at https://orientpaper.in/wp- content/assets/investors/code-and-policy/Risk%20 Management%20Policy_.pdf
26. WHISTLE BLOWER POLICY
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives, the Company has a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud, and mismanagement.
Details of the Whistle Blower Policy are stated in the Corporate Governance Report. The policy can be accessed on the Company’s website at https:// orientpaper.in/wp-content/assets/investors/code-and- policy/Whistle-Blower-Policy.pdf
27. PROTECTION OF WOMEN AT WORKPLACE
It has been an endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to address issues relating to safe and proper working conditions for them.
The Company, as required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace, and matters connected therewith or incidental thereto.
The Company has not received any complaints under the said policy during the year. The policy can be accessed on the Company’s website at https:// orientpaper.in/wp-content/assets/investors/code-and- policy/POSH.pdf
28. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls, which impact on the financial statements, as part of its Standard Operating Procedures (SOPs). The SOPs are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. Financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and independently by the Internal Auditors. In the opinion of the Board, the Internal Financial Controls affecting the financial statements are adequate and are operating effectively.
29. OTHER DISCLOSURES
(i) There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
(ii) There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company i.e., 31st March, 2026, and the date of this Report.
(iii) No application has been made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.
(iv) During the year under review, your Company has not made any one-time settlement with any bank or financial institution.
(v) During the year under review, the Company has complied with the provisions relating to the Maternity Benefit Act, 1961.
(vi) During the year under review, the Company has not transferred any amount to the General Reserve.
(vii) The Company has complied with applicable Secretarial Standards i.e. SS-I and SS-II, relating to Meetings of the Board of Directors and General Meetings, respectively.
30. ACKNOWLEDGEMENTS
The Board of Directors take this opportunity to thank all the stakeholders of the Company for their continued support and place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies and supply chain partners for their co-operation and support in the Company’s endeavours to achieve sustained growth and progress, and look forward to their continued support in future. The Board of Directors also wish to place on record their sincere appreciation for the contribution made by the employees at all levels and applaud them for their dedication and commitment towards the Company.
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