Tamil Nadu Newsprint & Papers Ltd

BOARD'S REPORT

TO THE MEMBERS

Your Company's Directors have the pleasure in presenting the 45^th Annual Report of the Company along with Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS AND PERFORMANCE OVERVIEW

The Financial Results for the year are summarized below:

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and the relevant provisions of the Act, which forms part of this Annual Report.

Paper Industry has shown a mixed performance during the year. The demand for packaging, printing and speciality papers segments have faced price corrections due to fluctuating raw material costs and raising imports. Significant increase in paper imports from ASEAN countries at very low prices during the year led to severe price pressure on domestic mills, resulting in reduction in sales realisation. Also Domestic wood prices saw a 20-25% hike due to heightened demand from other wood-based industries and lower plantation during Covid. The combination of above factors severely impacted the profit margins and affected the profitability of the company during the year. However, the company has maintained capacity utilization and sold higher quantity than the previous year.

2. DIVIDEND

Your Director's have recommended a dividend of 30% (i.e. Rs.3.00/- per equity share) for the financial year ended 31^st March, 2025 amounting to Rs.20.76 Crore.

The dividend, if approved by the shareholders at the 45^th Annual General Meeting, will be paid to the equity shareholders whose names appear in the Register of Members as on 11^th September, 2025.

3. PERFORMANCE HIGHLIGHTS OF THE YEAR - 2024 - 25

a) Operations:

1. The Company's Revenue from Operations for the year 2024-25 is Rs.4490.91 crore.

2. Profit before tax is Rs.5.29 Crore and Profit after tax Rs.3.72 Crore.

3. During the year, the Paper production was 425166 MT.

4. Paper sales during the year 432055 MT. Domestic Sales accounts for 77 % and Exports at 23%.

5. During the year, the Packaging Board plant production was 189406 MT.

6. The Packaging Board sales during the year 2024.-25 was 183515 MT. Domestic Sales accounts for 97% and exports at 3%.

7. 301025 MT of Hardwood Pulp (HWP), Chemical Bagasse Pulp (CBP) and Deinked Pulp (DIP) were produced during the year in Unit I. 128210 MT of Hardwood Pulp (HWP) was produced during the year in Unit II.

8. 7536.26 lakh units (Unit I - 5391.03 and Unit II - 2145.23) of power was generated of which 7461.04 lakh units (Unit I - 5391.03 and Unit II - 2070.01) of power was consumed and 75.22 lakh units (Unit I - Nil and Unit II - 75.22 exported.

9. The bio-methanation plants have generated methane gas of 79.70 lakh m³ during 2024-25. The methane gas was consumed in lime kiln and power boilers in replacement of furnace oil is 4361.82 KL of furnace oil and imported coal 1171.08 MT of imported coal.

10. Implementation of various water conservation measures resulted in reduced overall consumption of water in Unit I to 27.56 KL/per ton of paper (which is one of the lowest in paper industry).

11. The wind farms with an installed capacity of 35.5 MW capacity have generated 367.99 lakh Kwh Units of 'Green Power' during the year.

12. TNPL has established a cement manufacturing factory (the first and only company in the Indian Paper Industry) to convert the mill wastes lime sludge and fly ash into high grade cement as part of its solid waste management system. During the year, the Company has manufactured 177256 MT of cement.

13. Market Capitalization was Rs.873.43 crores as on 31.03.2025.

b. Projects Implemented/Under implementations:

1. Tissue paper Machine in Unit II

Considering the market potential for Tissue paper, a 100 tpd capacity, state-of-the art Tissue Paper Machine along with its auxiliaries is proposed to be installed at TNPL Unit - II at an estimated project cost of Rs.340 crore. The machine shall have facilities to produce different grades of tissue paper ranging from 13 gsm to 40 gsm mostly made from high quality in house Hard Wood Pulp. Order has been placed for Tissue Paper Machine and the manufacturing is in progress. Expected to be commissioned by March 2026.

2. Revamp of Steam and Power System in Unit I

The revamping of the existing steam and power system in Unit I is taken up in phases to retire and replace the old low-pressure boilers installed since the mill inception in 1985. Hence, in order to have reliable supply of utilities like steam and power for the mill operations, the installation of two high pressure boilers with steam generation of 125 tph each, at 105 ata, 525?C, along with a TG of 42 MW are being planned in phases. As part of Phase#1, order has been placed for 1 no. of high pressure boiler of 125 tph capacity and the manufacturing is in progress. Expected to be commissioned by March 2026.

3. Rooftop Solar Power Plant at TNPL Unit I & II

In line with our commitment to environment and renewable energy, 1 MW each Rooftop solar power plants are under installation on buildings at both Units, contributing to our efforts to reduce our carbon footprint. The project is completed by June 2025 at Unit I & likely to be completed by August 2025 at Unit II. Commissioning of the project at both Units is likely to be completed by September 2025.

c . Corporate Social Responsibility (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board and has formulated a CSR Policy. The Company has been carrying out Corporate Social Responsibility (CSR) activities for many years.

Details of the composition of the Corporate Social Responsibility Committee and the CSR activities undertaken during the year are given in the Annual Report on CSR Activities, which is appended as Annexure I to this Report. During the period under review the company had updated the CSR Policy in line with SEBI, LODR Regulations, 2015.

d. Contribution to Innovation and New knowledge development

The Company has a dedicated team of experts in our R&D Department to not just ensure that our customers get access to the best products and services, but also aid in achieving our sustainability goals. The Company's R&D Department covers three key aspects that make us achieve our commitment towards producing top-of-the-line products and being environmentally conscious across all our inter-functional departments. The company has spent Rs.18.70 Crore on R & D activities during the year.

e. Awards

TNPL has been honored with multiple national awards across various domains, reflecting the organization's commitment to excellence, innovation, and sustainable practices. These recognitions highlight our leadership in manufacturing, safety, communication, and environmental stewardship under the categories as below:

1. Excellence in Cost Management - 2024

The Company has achieved the 2^nd position in the 'Manufacturing-Public-Large' category for 'Excellence in Cost Management-2024 Public sector companies throughout India has participated for selection. The award is conferred by The Institute of Cost Accountants of India, a premier Cost and Management Accounting body, which instituted the National Awards for Excellence in Cost Management in the year 2003 to recognize and honour organizations which have succeeded through efficient and innovative approaches in Cost Management.

2. Great Place to Work Certification 2024 -2025

The Company has been recognized among India's Best Workplaces in Health & Wellness for 2024 by Great Place to Work organisation. This prestigious accolade reflects our unwavering commitment in fostering a workplace that values the holistic well-being of our employees. The dedication and passion of our employees have been the driving force behind this recognition, with a Trust Index score of 96% highlighting the strength of our workplace culture. Our high scores in key areas such as Credibility of Management, Respect for People, and Fairness at the Workplace, all of which demonstrate the deep trust and camaraderie within the TNPL family. This recognition is a testament to our collective efforts and serves as a reminder of our commitment in creating a thriving and healthy work environment for all.

3. Happiness & Wellbeing Awards 2024

The Happiness and Well-being Award 2024, organized by Happy Plus Consulting in association with ETHR World (The Economic Times), celebrates organizations that prioritize and enhance employee experience. This year, the award recognized TNPL for its exceptional commitment to fostering a culture of happiness and well-being in the workplace. TNPL's efforts in promoting employee satisfaction and mental well-being contribute not only to a positive organizational culture but also to long-term business sustainability and growth. As a result, TNPL has been certified as one of the "Happiest Places to Thrive," reflecting its dedication to creating an environment where employees can flourish.

4. Greentech Corporate Communications & PR Award 2024

The Company has been recognized as the Winner of the Greentech Corporate Communications & Public Relations Award 2024 in the Excellence in Corporate Communication Strategy category. The award acknowledges TNPL's strategic approach to corporate communication, which has played a crucial role in enhancing the organization's brand value, stakeholder engagement, and overall business sustainability. Our comprehensive communication strategies, which are aligned with our corporate values and vision, have not only fostered transparency but have also strengthened our connections with various stakeholders, including customers, employees, investors, and the community.

5. Safety and Occupational Health Excellence

The Company was awarded as winner of OHSSAI HSE Excellence & ESG Global Award 2024 during March, 2025 for the outstanding Achievements in the Safety Excellence.

6. Manufacturing Leadership

The Company was awarded as winner of Greem Manufacturing Leadership Awards during March, 2025 for the outstanding Achievements in the Safety Excellence.

7. Governance and Corporate Excellence

Skoch Group has awarded the Company during February, 2025 as the GOLD WINNER in the Skoch Governance Assessment & Awards 2024.

8. Quality and Operational Excellence

The Company was awarded as the GOLD WINNER in the 10^th Annual Competition on Six Sigma Case Study Presentation during December, 2024 organized by National Institution for Quality and Reliability (NIQR)

9. Energy and Sustainability Achievements

• National Energy Conservation Awards (NECA) 2024 during December, 2024

• CII National Award for Excellence in Energy Management recognizing the Energy Efficient Unit and the Most Useful Presentation, during September, 2024.

10. Sustainability Recognition

The Company was awarded as Winner during November, 2024 for the Golden Peacock Sustainability Award, 2024 organized by the Institute of Directors (IOD).

11. Safety Recognition

Annual 5^th Safety Award 2024 was awarded during September, 2024 organized by World Safety Organisations.

12. Environmental Stewardship

The Company was awarded as PCWR Excellence Winner of Greentech Pollution Control, Waste Management and Recycling (PCWR) Award 2024, during July 2024.

3. MARKET TRENDS AND OUTLOOK

The global paper industry is navigating a complex landscape, influenced by growth in packaging grades, particularly paperboard and paper-based packaging, alongside socio-economic challenges stemming from geopolitical tensions and economic uncertainties.

Paper and paperboard imports into India reached an all-time high of 19.3 lakh tonnes in FY 2024-25, marking a 34% increase from the previous year. This surge was largely driven by ASEAN countries, which benefited from zero import duties under the ASEAN-India Free Trade Agreement. Imports from China also saw a significant rise, contributing to the overall increase. Also the expected imposition of additional tariff by US on India's competitors like China, Thailand, Vietnam and Malaysia, their goods become expensive in the US market and this would lead to diversion of goods into countries like India after some months, further increasing the imports. Consequently, despite India's substantial domestic production capacity, many mills operated below optimal levels, with only 553 out of over 900 mills remaining operational.

The influx of low-cost imports exerted downward pressure on domestic prices, leading to a 2-5% decline in volume growth and an estimated 7-10% revenue contraction for the industry in FY 2024-25. Operating margins for writing and printing paper manufacturers contracted by 400-500 basis points, influenced by increased raw material costs and reduced selling prices.

The Industry continues to face shortage of the major raw material for the Paper Industry - Wood, as this is now being consumed more by Non Paper Industry users, such as Ply wood and Veneer Industry etc.,

The industry is expected to face continued challenges in FY 2025-26, with a projected 2-4% volume growth and revenue contraction due to ongoing import pressures and elevated raw material costs. However, long-term prospects remain positive, supported by the New Education Policy (NEP), increased demand for packaging in sectors like FMCG and e-commerce, and a shift towards sustainable, paper-based solutions.

4. DIRECTORS & KEY MANAGERIAL PERSONNEL

a) Directors/Key Managerial Personnel (KMP):

The details of Directors/Key Managerial Personnel (KMP) who were appointed or have ceased to be Director/KMP of the Company during the year 2024-25 are as follows:

b) Director - Retirement by Rotation:

Your Company has eight (8) Directors as on 31^st March 2025.

• one (1) Chairman and Managing Director

• four (4) Independent Directors and

• three (3) Government Nominee Directors.

The Independent Directors of the company are appointed/reappointed for a fixed period of three consecutive years from the date of appointment/reappointment and are not liable for retirement by rotation and such appointments/re-appointments are confirmed by the shareholders in compliance with the provisions of the SEBI, LODR, Regulations, 2015.

The three Government Nominee Directors are appointed in the place for existing Government Nominees on the basis of Government Orders issued by the Government of Tamil Nadu only in the event of any transfers effected by the Government of Tamil Nadu and such appointments are confirmed by the shareholders in compliance with the provisions of the SEBI, LODR, Regulations, 2015.

As per Article 23 of the Articles of Association of the company the Chairman and Managing Director is not liable for retirement by rotation.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles Association of the Company, Thiru T Anbalagan, I.A.S., Director retires by rotation at the forthcoming Annual General Meeting. It may be noted that

Thiru T Anbalagan, I.A.S., is eligible for reappointment as Director. The same has been placed as an Item in the Notice of the Forty Fifth Annual General Meeting for the approval of the shareholders of the Company.

Further, the details of the Senior Management Executives are provided in the website of the company at www.tnpl.com.

4.1 Declaration from Independent Directors on Annual Basis

All the Independent Directors of the Company have furnished necessary declaration in terms of Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the Management. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, they have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion that all Independent Directors of the Company uphold highest standards of integrity and possess requisite expertise and experience required to meet their duties as Independent Directors.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

4.2 Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment

of Directors, Senior Management and their remuneration. The details of policy are provided in the website of the Company and in the Corporate Governance Report forming part of this report (Annexure VII). Also the ratio of remuneration of KMP to the median employees remuneration is also forming part of this report (Annexure IV).

4.3 Number of meetings of the Board and Committees of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors to enable them to plan their schedules for attending the meetings.

During the financial year 2024-25, Seven (7) meetings of the Board were held.

The details of the Board and various Committee meetings held during the year and attendance of the members thereat are provided in the Report on Corporate Governance, which forms a part of this Report (Annexure VII).

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of the SEBI, LODR Regulations, 2015.

4.4 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI, LODR Regulations, 2015, the Board has internally carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees for the financial year ended 31^st March, 2025 as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. The guidance note dated January 5, 2017 as suggested by SEBI was referred to, while carrying out the annual performance evaluation.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board on the following broad criteria i.e.

• attendance and level of participation at meetings of the Board/Committees.

• independence of judgement exercised by Independent Directors.

• interpersonal relationship etc.

The performance evaluation of the Chairman and Managing Director and the Non Independent Directors was carried out by the Independent Directors in their meeting held on 21^st March 2025. The Directors have expressed their satisfaction with the evaluation process.

The Board evaluation is secured process conducted in a confidential manner, in line with the Company's digital governance practices.

5. Internal Complaints Committee (ICC)

In adherence to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 & Rules mandated by the Government of India, the Company has demonstrated an unwavering commitment to fostering a safe and inclusive workplace environment. Central to this commitment is the establishment of Internal Complaints Committee (ICCs) across TNPL's Unit - I, Unit - II and Corporate Office.

TNPL has constituted an Internal Compliants Committee (ICC) for Corporate Office, Unit - I and Unit - II in accordance with Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013 & Rules made thereunder.

The members of the ICC have been selected based on their dedication to women's welfare, experience in social work, or legal expertise. This diverse team ensures that any complaint is handled sensitively, impartially, and in compliance with the legal framework.

During the reporting period, no complaint was referred to the ICC. In case of any complaint, the same will be addressed with the utmost seriousness, and appropriate action will be taken in accordance with the provisions of the law and TNPL's internal policies.

TNPL remains committed to maintaining a work environment that is free from discrimination, harassment, and bias. The Internal Complaints Committee plays a critical role in ensuring that the organization not only complies with the law but also upholds the values of respect, fairness, and dignity for all employees.

6. The Maternity Benefit Act, 1961

In accordance with the Maternity Benefit Act, 1961, the Company provides statutory maternity benefits, including paid leave, medical benefits, and related facilities for its female employees, and affirms complete compliance with the provisions of the Maternity Benefit Act, 1961.

7. AUDITORS

a) Statutory Auditors:

The Comptroller and Auditor General of India appointed M/s Maharaj N R Suresh and Co LLP, Chartered Accountants, Chennai, as the Statutory Auditors of the Company for the financial year 2024-25.

b) Audit under Section 143(6) by Comptroller and Auditor General of India (C&AG)

The Comptroller and Auditor General of India issued "NIL" Comment certificate on the accounts of the Company for the financial year ended 31^st March, 2025.

c) Cost Auditors :

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its paper, cement and energy activities are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Geeyes & Co, Cost and Management Accountants to audit the cost accounts of the Company for the year 2025-26. Cost Audit report for the financial year 2023-24 was filed within scheduled time.

The Companies Act, 2013, mandates that the remuneration payable to the Cost Auditor is to be ratified by the shareholders. Accordingly, a resolution seeking the shareholders' ratification of the remuneration payable to the Cost Auditor for the FY 2025- 26 is included in the Notice convening the 45^th Annual General Meeting.

d) 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, the Company has appointed M/s. R.Sridharan & Associates, Company Secretaries to undertake the Secretarial Audit of the company for the Financial Year 2024-25. The Report of the secretarial audit in Form MR - 3 is annexed herewith as "Annexure II". There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor.

Based on the recommendation of the Board at its meeting held on July 25, 2025, M/s. Sridharan & Sridharan Associates, Company Secretaries, is proposed to be appointed as the Secretarial Auditors of the Company to hold office for a term of five consecutive years from the conclusion of ensuing 45^th Annual General Meeting ('AGM') till the conclusion of 50^th AGM of the Company to be held in the year 2030, subject to the approval of shareholders as per the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 204 of the Act and Rules thereunder.

8. REPORTING OF FRAUDS BY AUDITOR

The Statutory Auditors have not reported any

instance of fraud under sub-section (12) of Section

143 of the Companies Act, 2013.

9. NON- CONVERTIBLE DEBENTURES

The company has not issued any Non-Convertible Debentures (NCD) during the year and there was no NCD outstanding as on 31 March, 2025.

10. FIXED DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptances of Deposits) Rules, 2014. The amount of deposits, matured but unclaimed, at the end of the year was nil.

11. RISK MANAGEMENT

The Company has constituted a Risk Management Committee in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI, LODR Regulations, 2015"). The details of the Committee and its terms of reference are set out in the Report on Corporate Governance foring part of this Report.

TNPL has established a Risk Management Framework under which the risks covering the entire operation have been identified and categorized as high, medium and low.

All the risks are discussed periodically by the Senior Management in the Committee meetings and appropriate actions are taken pro-actively.

The risk details and mitigation plans are placed before the Risk Management Committee and the Board, within the prescribed time in compliance of the provisions of SEBI LODR Regulations, 2015 .

12. INTERNAL CONTROL

TNPL has an Internal Control system commensurate with the size, scale and complexity of operations.

TNPL has also prepared an 'Internal Control Procedure Manual' to ensure that the control procedures are followed by all Departments. The Departments concerned in the company are complying with the stipulations in the manual without deviating the procedures. The Internal Audit team as well as External Internal Auditors (EIA) monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and recommends improvements, if any.

Significant audit observations and the corrective/preventive action taken or proposed to be taken by the process owners are presented to the Audit Committee. A periodic review of adherence to the agreed action plan is carried out. The scope of Internal Audit is annually determined by the Audit Committee considering the inputs from the Statutory Auditor and the Management

The Audit Committee reviews the overall functioning of Internal Audit on a periodical basis. The Audit Committee meets periodically with the Management, External Internal Auditors, Statutory Auditors and reviews the Annual Audit plans and internal controls. All significant observations of the Auditors are acted upon. The Audit Committee met Six (6) times during the financial year. The review of Management Response to Audit Observations constitutes an important aspect of the Agenda.

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy to ensure greater transparency in all aspects of the Company's functioning. The vigil mechanism provides adequate safeguards against victimization of persons who use the mechanism and has provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The details of such Policy are explained in the Corporate Governance Report and also posted on the website of the Company at www.tnpl.com.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, the Company has transferred Rs.20,67,668/- (Rupees Twenty Lakh Sixty Seven Thousand Six Hundred and Sixty Eight Only) being the Dividend amount which was due and payable and remained unclaimed and unpaid for a period of seven years, to the Investor Education and Protection Fund, as required under Section 124(5) of the Companies Act, 2013.

16. UNPAID DIVIDEND STATUS

Dividend was remaining unpaid due to non-confirmation of their new addresses by the concerned shareholders. The unpaid dividend warrants were returned by the postal authorities. Effective follow-up by the Company has resulted in Unpaid Dividend being consistently equal or below 0.5% of the total dividend. As and when the shareholders communicate the new address, the dividend is sent to the shareholders. At the end of seven years, the unpaid dividend is transferred to Investor Education and Protection Fund (IEPF). The table and graph given below summarize the status of Unpaid Dividend.

DIVIDEND STATUS FOR THE LAST 7 YEARS

(' In lakhs)

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars required under Sec. 134(3) (m) of the Companies Act, 2013, read with the Rule 8 of The Companies (Accounts) Rules, 2014, is furnished in Annexure III to this Report.

18. EMPLOYEE WELL BEING

In TNPL, employees health and well-being remain a top priority. The company continues to provide comprehensive medical support through the Health Centres that operate on a 24/7 basis across the Units. These centres are equipped with essential medical personnel, including Medical Officers, Nurses, Pharmacists, Auxiliary Nursing Midwives (ANMs), and Ambulance Services, ensuring immediate medical assistance for both employees and their dependents.

To further enhance healthcare services, TNPL schedules regular visits by a speciality/super-speciality Doctor from various branches of medicine every Sunday. This initiative provides employees access to expert consultations without the need for external visits. However, when specialized treatment beyond the capabilities of the Health Centres is required, employees are referred to recognized external hospitals for advanced care. In such cases, TNPL covers 50% of the medical expenses, while the remaining 50% is covered through a tie-up with an insurance company.

As part of the company's commitment to employees' health, TNPL fully covers medical expenses for nine identified serious ailments. Employees suffering from any of these ailmentss are entitled to 180 days of Special Leave, ensuring they receive ample time for treatment and recovery. In situations where the initial 180 days of Special Leave are exhausted, an additional 180 days is granted on a case-by-case basis, further reinforcing TNPL's dedication to its workforce's health.

To meet statutory health requirements and promote preventive care, TNPL provides cost-free comprehensive Master Health Check-ups for employees as they reach significant milestones in age. These check-ups are carried out at leading Super Speciality Hospitals when employees turn 40, 45, 50, 52, 54, 56, 58, and between 59 to 60 years. The company also ensures the health of its employees exposed to specific job-related risks. Annual audiometric tests are conducted for employees working in high-noise environments, while eye tests are performed once in every two years for those in driving roles.

Beyond routine check-ups, TNPL emphasizes preventive healthcare through periodic health camps aimed at managing chronic conditions and promoting overall wellness. These initiatives ensure that employees are not only treated when they fall ill but are also supported in maintaining long-term health.

Great Place to Work Certification 2024-2025: TNPL has been recognized among India's Best Workplaces in Health & Wellness for 2024 by the Great Place to Work organization.

As we move forward, TNPL remains dedicated to upholding the highest standards of employee healthcare, fostering a culture of well-being, and enhancing overall productivity.

19. SAFETY

TNPL has adopted a clearly defined Occupational Health and Safety Policy Suitable Personal Protective Equipments (PPE) are provided to all employees Periodical Training Programs are conducted on handling of hazardous chemicals, Material handling, Usage of PPEs, Electrical safety, road safety, First aid , fire fighting etc. to improve safety awareness among the employees including contract workmen. Caution boards, posters, slogans, Do's and Don'ts etc. are displayed at prominent places to promote safety at work places. Periodical medical checkups are organized for the employees to identify occupational health hazards. Safety Committee with representatives from Management and Workmen has been constituted. Safety Committee meetings are conducted periodically and suggestions given to improve safety aspects are implemented.

Accidents and incidents are investigated and preventive/corrective actions are taken to avoid recurrence. Mill wide Safety Audit, HAZOP study and Risk Analysis are carried out periodically through experts in industrial safety and the recommendations are implemented. Material Safety Data Sheet (MSDS) for hazardous chemicals used in the mill are displayed at storage areas. Testing of Pressure Vessels, Lifting tackles, Safety belts, Conveyor Systems, Building Stability, Chemical stored FRP tanks etc., are carried out as per statutory requirements through competent person. An updated On site Emergency Plan (OEP) and Off-site Emergency Plan are available to mitigate emergencies. Periodic mock drills for hazardous chemical leakages and fire incident are conducted to ensure the effectiveness of emergency preparedness. Toxic gas leak sensors with alarms are installed at toxic gases storage and handling areas like chlorine, sulphur di oxide etc., Smoke detectors with warning alarms are installed at paper storage godowns, Motor Control Centres (MCC), control rooms etc., and the entire Mill is covered with fire hydrant points with pressurized water ring mains for fire fighting. Also different types of fire extinguishers according to the nature of fire are provided at strategic points for use in the event of fire. In addition, two mobile fire tenders and one portable fire pump are available to tackle fire emergency. Since inception, TNPL has maintained an excellent safety record.

20. PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed under the Companies Act, 2013 and the rules framed there under.

The information as required under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company, is annexed as Annexure IV.

21. CASH FLOW STATEMENT

As required under Regulation 34(2) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Cash Flow Statement prepared in accordance with the Indian Accounting Standard 7 (IND AS-7) forming part of this report.

22. EXPORT HOUSE STATUS

The Company continues to be accredited with Star Export House Status by the Government of India, Ministry of Commerce, Directorate General of Foreign Trade, in recognition of the export performance.

23. CORDIAL IR CLIMATE

The Company is committed to creating an environment that fosters trust, respect, and growth among employees remains unwavering and continue to prioritize the well-being of our workforce, ensuring a safe, equitable, and secure workplace where every employee is treated with dignity. This approach has proven to be key in achieving a harmonious industrial climate, contributing to the overall productivity and success of the company.

In the year under review, TNPL's industrial relations climate remained remarkably positive, underscored by the seamless conduct of the Bonus Settlement for 2023-24. The cooperation between the company and all Recognised Trade Unions (RTUs) was exemplary, highlighting the strength of our collaborative approach. The bonus settlement, signed without any conflict or disruption, exemplifies the trust and understanding built over years of positive engagement between the management and the unions.

One of the proudest achievements this year is the continued absence of industrial unrest, despite the presence of multiple trade unions. Our focus on maintaining a cordial and transparent working environment has proven effective, even in the face of industry challenges and intense competition. The enthusiasm, dedication, and tireless efforts of our employees continue to fuel TNPL's position as a leader in the paper industry.

TNPL has been recognized as one of India's Best Workplaces for the year 2024 by the prestigious Great Place to Work organization. This recognition speaks volumes about our commitment to the holistic well-being of our employees, ensuring that health and wellness are integral parts of our organizational culture. Our employees Trust Index score of 96%, coupled with exceptional ratings in areas such as Management Credibility, Respect for People, and Fairness at the Workplace, underscores the strength of our internal culture and the trust employees place in the leadership team.

As we move forward, TNPL will continue to prioritize the development of industrial relations that balance organizational objectives with the aspirations of our employees. We remain committed to fostering a work culture that not only meets but exceeds the expectations of our workforce, creating a sustainable and harmonious work environment that is essential to achieving our long-term goals.

24. ENHANCING SHAREHOLDERS' VALUE

Your Company believes in the importance of its Members who are among its most important stakeholders. Accordingly, your Company's operations are committed to the goal of achieving high levels of performance and cost effectiveness, growth building, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its stakeholders by ensuring that its corporate actions have positive impact on the socio-economic and environmental growth and development.

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirms that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. the Directors had selected 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 of the company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision s of the Compan ies Act, 201 3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Annual Accounts were prepared for the financial year ended 31^st March, 2025 on a going concern basis;

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

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

26. ANNUAL RETURN

In compliance with the provisions of the Section 92(3) read with Section 134(3)(a) of the Companies Act, 2015, the Annual Return of the Company for the financial year 2024-25 will be made available on the Company's website at www.tnpl.com.

The details forming part of the extract of the Annual Return in Form MGT 9 is attached as Annexure V.

27. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The MDA for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as Annexure VI forming part of the Annual Report

28. CORPORATE GOVERNANCE

The Report on Corporate Governance, together with the Auditors' Certificate on compliance of Corporate Governance, is appended as Annexure VII as required under SEBI, LODR Regulations, 2015. Further a Declaration by the Chairman and Managing Director with regard to Code of Conduct are attached to the Report on Corporate Governance.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

Business Responsibility And Sustainability Reporting (BRSR) reporting typically highlights the Company's commitment to responsible business practices, environmental sustainability, social impact, and governance (ESG) practices.

SEBI, vide its circular dated 10^th May 2021, made BRSR mandatory for the top 1000 listed companies (by market capitalization) from fiscal 2023, while disclosure was voluntary for fiscal year 2022.

SEBI has mandated an assessment or assurance of the specified parameters on this Report to be sought by the top 250 companies. As on 31^st December 2024 and 31^st March, 2025 the Company does not fall within the top 250 companies and hence the assessment or assurance of the specified parameters for FY 2024-25 is not applicable. .

The Business Responsibility and Sustainability Report for the year ended 31^st March 2025 in terms of Regulation 34(2) of the SEBI LODR Regulations, 2015 is annexed to this Report as Annexure VIII and is also available on the Company's website.

30. RELATED PARTY TRANSACTIONS

All Related Party Transactions during the financial year 2024-25 were on an arm's length basis and were in the ordinary course of business and were reviewed and approved by the Audit Committee. They have been disclosed in Note No. 39(d) of the financial statements. None of these transactions is likely to have a conflict with the company's interest.

There are no materially significant transactions with related parties during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which are potentially conflicting with the interest of the Company at large.

In line with the requirements of the Companies Act, 2013 and Regulation 23 of the SEBI LODR Regulations, 2015, the Company has a Policy for dealing with Related Parties. This Policy is amended periodically in line with the revisions laid down in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2024, The Board of Directors have updatedthe policy on Related Party Transactions and the same is uploaded on the Company's website at www.tnpl.com.

In line with its policy, all Related Party transactions both under the Companies Act, 2013 as well as the SEBI LODR Regulations, 2015, are placed before the Audit Committee for its review and approval. Omnibus approvals in respect of transactions that cannot be foreseen are also obtained as permitted under the applicable laws and the thresholds are periodically reviewed.

There are no materially significant Related Party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or their relatives which may have a potential conflict with the interest of the Company at large.

None of the Directors or Key Managerial Personnel have any pecuniary relationships or transactions vis- a-vis the Company. other than those relating to remuneration in their capacity as Directors/ Executives and

Accordingly, the disclosures of Related Party Transactions required under section 134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

31. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company does not have any Subsidiaries/Associates/Joint Ventures.

32. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under review

33. SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on issued by the Institute of Company Secretaries of India, (ICSI), New Delhi under Section 118 of the Companies Act, 2013.

34. ANNUAL SECRETARIAL COMPLIANCE REPORT (ASCR)

Annual Secretarial Compliance Report issued by Practising Company Secretary has been filed with the Stock Exchanges as per Regulation 24(a) of SEBI LODR Regulations, 2015, within 60 days of the end of the financial year. In this regard, the Company has obtained the Report from M/s R Sridharan & Associates, Company Secretaries and filed wihin the prescribed time limit.

35. INFORMATION TECHNOLOGY /CYBER SECURITY

TNPL has a Security Operation Centre (SOC) framework on Cyber Security with testing of dynamic, static, interactive web, mobile application on continuous basis with checklist including database level by specified intervals.

Vulnerability Assessment and Penetration Testing are undertaken regularly by CERT-IN empaneled information security auditor. No Cyber Security incidents/breaches/loss of data/documents has been reported during the financial year ended 31^st March, 2025.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations

37. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, there are no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year and date of this report.

38. OBSERVATIONS OF THE STATUTORY AUDITORS

The Statutory Auditors have observed that Oracle E-Business Suite ('EBS') the EBS software does not have audit trail enabled at the "database level" for logging any direct data changes. As per information and explanation given to us there is no scope to alter/edit any entry at the back end by the users. Thus, the software by its design and control takes care of the audit trail requirements under the Companies Act, 2013 and the same has been operated throughout the year for all transactions recorded in the software and the audit trail has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention and the data once created cannot be edited except by way of reversal of the original entry.

In respect to the observation of the Statutory Auditors, the Company has effective internal control process in place for any changes in Database level and is in the process of either buying

a new software or develop in-house software so as to enable audit trail at the database level.

39. CEO/CFO CERTIFICATION

In compliance of Regulation 17(8) of the SEBI LODR Regulations, 2015, a Certificate on the Financial Statements and Cash Flow Statement of the Company for the year ended 31^st March, 2025 duly signed by the Chairman and Managing Director and Chief Financial Officer was submitted to the Board of Directors at their meeting held on 13^th May, 2025.

40. DISCLOSURE REQUIREMENTS - SECTION 134 - COMPANIES ACT, 2013

As per the Companies Act, 2013 [Section 134(3)] the Boards report shall include additional contents and disclosures. Accordingly such contents and disclosures has been made at appropriate places that forms part of this Report.

41. INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No application under the Insolvency and Bankruptcy Code, 2016 (IBC) was made on the Company during the year. Further, no proceeding under the IBC was initiated or is pending as at 31^st March 2025. There was no instance of one-time settlement with any Bank or Financial Institution.

42. ACKNOWLEDGEMENT

With profound thanks, the Directors of your company acknowledge the invaluable encouragement assistance, co-operation and support extended to the company by the Government of Tamil Nadu, Commercial Banks, Financial Institutions, Sugar Mills and Dealers This assistance has empowered the Company to forge ahead with confidence, and welcome new challenges and opportunities.

The Board also places on record its sincere appreciation of the positive response received from the Company's valued customers and thank them for their continued support and contribution.

The Directors extend their warm gratitude to every employee for their relentless dedication, unwavering focus, and tireless efforts. Their enthusiasm and steadfast commitment to achieving the Company's objectives have propelled TNPL in the path to achieve stellar heights. The Directors also take immense pride in acknowledging the critical role of our talented workforce in the Company's ongoing success.

Finally, the Board of Directors sincerely thank the shareholding community for their solid support and for the confidence they have reposed in the Company.

43. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. The Company cannot guarantee the accuracy of assumptions and the projected future performance of the Company. The actual results may materially differ from those expressed or implied in this report. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.