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. ' 3.00/- per equity share) for the
financial year ended 31^st March, 2025 amounting to
' 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 ' 4490.91 crore.

2. Profit before tax is ' 5.29 Crore and Profit after
tax ' 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 ' 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 ' 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 ' 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 Audiors (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
' 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.

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

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.

For and on behalf of the Board

Dr Sandeep Saxena, I.A.S.,

Chairman and Managing Director
DIN :00770925

Place : Chennai

Date : 25^th July, 2025