The Company has adopted the Indian
Accounting Standards (IndAS) from Financial
Year 2017-18 as mandated. Accordingly, the
financial statements for current year, including
comparative figures of previous year are based
on IndAS and in accordance with the recognition
and measurement principles stated therein, as
well as other accounting principles generally
accepted in India. While this has no major
impact for the Statement of Profit and Loss,
there is and would be periodical impact for
“Other Comprehensive Income” in measuring
and restating investments at fair value.

WORKING RESULTS

DIVIDEND

The Board of Directors recommend payment
of Dividend at ' 2.50 (Two Rupees and Fifty
Paise) per Equity Share of ' 2 each, absorbing a
sum of ' 15.77 crores.

As per the provisions of the Income tax Act,
1961, as amended by the Finance Act, 2020,
Dividend Distribution Tax is not applicable in
respect of Dividends declared, distributed or paid
by the Company after March 31,2020. The same
will be taxed in the hands of the shareholders.

As per Ind AS 10, Events after the reporting
period, Proposed Dividend on Equity Shares,
being a non-adjusting event at the Balance
Sheet date, is not recognised as a liability in the
accounts for the year ended March 31,2025. The
same will be recognised in the year of payment,
viz., year ending March 31,2026.

APPROPRIATIONS

The Board has proposed to transfer
' 50 crores to General Reserve.

OPERATIONS

The Company had registered the following
landmarks during the FY 2024-25, in-spite of
challenging market conditions.

? Highest ever annual production at 2,46,431
tonnes.

? Highest ever annual Production in Unit
: Erode - 1,70,426 tonnes (Erode unit
operating at 103% of the installed capacity).

? 2^nd highest annual sales at 2,39,073 tonnes
(Highest annual sales - 2,40,649 tonnes in
FY 2022-23).

PRODUCTION

(Tonnage)

? During FY25, the production at Unit : Erode
was 1,70,426 tonnes of paper, as compared
to 1,65,116 tonnes, produced in the previous
year, thanks to overall improved operations.
(Capacity Utilisation at 103% in FY25).

? The Company had completed project
Mill Development Plan - III (MDP-III) in
Unit : Erode in phases during FY 2020-21
and FY 2021-22. With the completion of
Project MDP-III, the annual installed capacity
of Paper for Unit : Erode is augmented to
1,65,000 tonnes.

? The annual capacity of Unit : Tirunelveli
remains at 90,000 tonnes. Accordingly,
the total installed capacity of the company
currently stands at 2,55,000 tonnes per
annum.

? Unit : Erode also produced 26,275 tonnes
of Wet Lap Pulp during FY25. (Previous
Year 28,562 tonnes) of which 20,815
tonnes (previous year 25,665 tonne) were

transferred to Unit-II, Tirunelveli to meet the
pulp requirement therein.

? Unit : Tirunelveli produced 76,005 tonnes
of Paper during the FY25, as compared to
75,267 tonnes, produced in the previous
year. (Capacity Utilisation at 84.5% in FY25).

? Overall Production during the current period
was higher in Erode in-spite of

(i) Outages in Recovery and Power Boilers
and availability issues in wood affecting
pulp and paper production and

(ii) adverse product mix / basis weight mix
due to poor market conditions.

SALES

(Tonnage)

? During FY25, company registered an overall
sales of 2,39,073 tonnes of Paper (Previous
year : 2,23,254 tonnes).

? In addition, as part of its trading activity,
the Company sold during FY25, petroleum
products valued at ' 27.80 crores (Previous
Year : ' 26.47 crores) and Note Books
valued at ' 3.06 crores (Previous Year :
' 0.84 crores) and other traded items valued
at ' 1.25 crores (Previous Year : Nil).

(Tonnage)

? Stock of Finished Goods :

PROFITABILITY

Revenue from Operations of the Company
for FY25 was ' 1754.11 crores, as against
' 1801.56 crores, in the previous year.

Profit before interest, depreciation,
exceptional item and tax (EBIDTA) was ' 181.49
crores, for the Company as a whole in FY25,
compared to ' 391.35 crores, in the previous
year.

After absorbing finance costs and
depreciation of ' 8.43 crores and ' 45.24 crores
respectively, the Profit before tax (PBT) was
' 127.82 crores in FY25, as compared to
' 345.40 crores, in the previous year.

The fall in net profit during FY25 compared to
the previous year is mainly due to:

? Lower average realisations per tonne of

paper in the Domestic Market.

? Significant increase in the cost of wood, key

input material for the company.

Impacts from the above were partially
negated by higher volumes of Production and
sales, reduction in prices coal, pulp and waste
paper.

For the year ended 31^st March 2025, current
tax liability works out to ' 24.38 crores (which
is net of reversal of ' 10.16 crores provisions
made for earlier years but no longer required),
as against a liability of ' 86.30 crores in the
previous year.

The Deferred Tax liability amounted to
' (-) 1.12 crores for the year ended 31^st March
2025, as against ' (-) 0.27 crores in the previous
year.

As a result, profit after tax for the year ended
March 31,2025 was ' 104.56 crores, as compared
to ' 259.37 crores, in the previous year.

FINANCE

The Company did not have any Project Term
Loan (Long Term Borrowing) outstanding as on
31.03.2025. The Company did not have any
instalments of Long Term Loans and interest
thereon, due for payment during the year.

Fund Based Working Capital limits availed in
the form of “PCFC Loans” and outstanding as on
31.03.2025 - ' 81.86 crores. [' 21.0 crores as on
31.03.2024].

MARKET CONDITIONS

? The adverse market conditions seen in
FY24 for most varieties / grades of Writing
& Printing (W&P) continued in FY25 and
further worsened more particularly in
2^nd half of FY25, amidst global uncertainties,
weak demand and sustained higher inflow of
cheaper imported paper into India.

? The Domestic Paper market continues to
remain weak amidst.

(i) Disrupted supply chains globally due to
the tariffs announced by US.

(ii) Increased availability of Imported Paper
from China, Indonesia and other Asian
countries, at Cheaper Prices in the
Indian market.

(iii) The overall unfavourable global demand
situation resulting in increased supply
situation to the Indian Market, thereby
resulting in Demand -Supply mismatch.

? The above factors contributed to significant
reduction in the prices of Paper during the
year. Though the company / most paper mills
could announce price increase in Jan’25 and
Feb’25, the said could not be implemented
in the market due to aggressive dilution of
accumulated paper inventory by few paper
mills at disruptive prices.

? The International market for Paper, which
remained extremely buoyant until FY23,
had seen severe pricing pressures over
last 8-10 quarters. The International market
has not shown any signs of recovery and
the drop in price mainly from Indonesia
and China continue. Demand remains flat
although some short-term bumps are seen.
The company’s supplies in to US Market
remained strong during FY25; however, this
has been affected in Q-1 of FY26 with steep
tariff announcements by US.

OUTLOOK

Domestic market conditions are expected
to remain challenging at-least until the first
2 quarters of the FY26 for W&P grades, as per
the present market trends.

The demand for paper and more particularly,
the market operating prices will depend on the
Global macro-economic trends and swift closure
of trade agreements between India and US in
resolving the tariff situation.

As sweeping tariffs have been imposed on
India's competitors including 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. The clear signals for these
rises in imports are likely to manifest from June
to July.

With fear of possible recession / lower
than expected growth levels in some of the
key economies and distressing global political
situations, prices of Paper is expected to see
continued pressures in the short-medium term.
Considering the uncertainties that continue to
prevail in global macroeconomic situation and
subsequent slowdown in developing countries,
the market is expected to be very cautious and
seek for replenishment of inventory only when
necessary without room for any speculation.

The Export market for Uncoated Wood Free
grades has been under pressure both in terms

of demand and prices over the last 8-10 quarters
and this trend is expected to continue.

(Tonnage)

EXPORT PERFORMANCE

? The export volumes represented 11.6% of
the production during FY25 (This stood at
12.2 % during FY24).

? The overall export sales stood at ' 243.51
Crs for FY25 vs ' 216.8 Crs in FY24, thereby
registering a growth of 12% in value terms.

? The total export proceeds in US $ stood at
US $ 28.81 Mn for FY25, compared to US $
27.29 Mn in previous year. Export Sales in
currencies other than US$ during FY25 - NIL
(Sales in Previous year : NIL).

TREE FARMING ACTIVITY

The Company continues to provide quality
Clonal Seedlings of Eucalyptus, as well as
bare-rooted Casuarina Seedlings, at subsidised
rates, to interested farmers and assist them with
technical help to achieve higher yields.

In addition, the Company had provided
clones of Melia-Dubia, a high yielding fast
growing species, suitable for Pulp production.

Technical Support to the farmers for this
initiative is being provided in association with the
Department of Tree Breeding of Forest College
and Research Institute, attached to Tamil Nadu
Agricultural University, Coimbatore, under a
Collaborative Research Project.

In accordance with the Company's vision to
augment tree farming activities, over fourteen

crore Seedlings (Clonal Eucalyptus Seedlings,
bare-rooted Casuarina Seedlings and Melia
Dubia Clones) were made available during the
year, to farmers at subsidised rates for planting
in about 20,772 acres of land. (Previous Year :
24,764 acres).

ISO 9001 / ISO 14001 ACCREDITATION

The Company's Quality Management
Systems and Environment Management
Systems continue to be covered under ISO 9001
and ISO 14001 Accreditations.

Both ISO 9001 and ISO 14001 Standard
have undergone revision to 2015 Standards
which lays emphasis on role of top management,
adoption of risk management and change
management. All these changes are to facilitate
sustainability in business performance.

OHSAS 18001 CERTIFICATION

The Company continues to enjoy certification
under Occupational Health and Safety
Assessment Series 18001 (OHSAS) which
is an international standard that facilitates
management of Occupational Health and
Safety risks associated with the business of the
organisation.

ISO 50001 CERTIFICATION

During FY24, the company secured
certificate for the Energy Management System
under Standard ISO 50001 : 2018. The company
continues to enjoy this certification.

FOREST STEWARDSHIP COUNCIL® (FSC®)
(FSC- C084458) CERTIFICATION

The Company continues to be certified under
four Standards of FSC, viz. FSC-STD-40-004
(Chain of Custody (COC) Certification),
FSC-STD-40-005 (Requirements for Sourcing
FSC Controlled Wood), FSC-STD-40-003
(COC certification of multiple sites) and
FSC-STD-50-001 (Certificate Holder Trademark
Requirements). By this, the Company assures
its stakeholders that the wood and wood

fibre (pulp) purchased by it are traceable to
responsibly managed plantations and that
adequate document controls are in place to
ensure identification and traceability throughout
the Chain of Custody. This also means that
the Company is capable of manufacturing
and selling ‘FSC Mix’ Claim Products in the
domestic and international markets. Being FSC
certified implies adherence to sustainable and
responsible forestry practices, providing market
access, brand reputation, compliance, supply
chain integrity, and partnership opportunities.

ESCerts

Both the units of the Company have achieved
the targets under the PAT Cycle, as prescribed
by the Government of India and accordingly
are eligible for ESCerts (Energy Saving
Certificates).

The Company has to its credit 13,946 ESCerts
as on March 31,2025.

ESCerts sold during the FY25 - 1,664 Nos.
(Previous Year - 4,946 Nos.).

AWARDS

The Company received the following Awards
and recognitions during the year :

- CII SR EHS Excellence - Silver Award for
the year 2023.

- CII EHS Excellence - Special award in
Energy / Carbon footprint for the year 2023.

- National Excellence in Energy Management
by CII for the 7^th Consecutive Year.

- National Energy Leader Award by CII - 5^th
consecutive year.

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 its
export performance.

DEPOSITORY SYSTEM

As on March 31,2025, 23,012 Shareholders
are holding Shares in Demat form and
5,34,37,418 shares have been dematerialised,
representing 84.73 % of the total Equity Share
Capital.

SUBSIDIARY

M/s Esvi International (Engineers & Exporters)
Limited (Esvin) is a wholly owned subsidiary of
the Company. Currently, Esvin holds properties
and derives property income. The Company
does not have any material subsidiary as per
SEBI (LODR) Regulations. A policy on material
subsidiary has been formulated by the Company
and is available on our website www.spbltd.
com. Neither Managing Director nor Chairman
of the Company receives any remuneration or
commission from the Subsidiary Company.

ACQUISITION OF ASSETS OF
M/s. SERVALAKSHMI PAPER LIMITED (IN
LIQUIDATION) (CORPORATE DEBTOR), ON
A GOING CONCERN BASIS

The Company participated and emerged
as the sole successful bidder in the e-auction
held on 19.09.2022, for the sale of assets of
M/s.Servalakshmi Paper Limited (In Liquidation)
(Corporate Debtor), on a Going Concern basis.

The company had remitted the entire bid
value in the month of October 2022, post the
confirmation received from the Official Liquidator
of the Corporate Debtor.

The e-auction was for sale of assets on
“As is where is basis”, “As is what is basis”,
“Whatever there is basis” and “Without any
recourse basis”, of M/s.Servalakshmi Paper
Limited (In Liquidation) (Corporate debtor) on
a Going Concern basis” under the provisions
of Insolvency and Bankruptcy Code, 2016
read with Regulation 32(e) of Insolvency and
Bankruptcy Board of India (Liquidation Process)

Regulations, 2016 and pursuant to the directions
contained in Order of Hon’ble National Company
Law Tribunal, Chennai Bench (“NCLT”).

The Hon’ble NCLT, Chennai Bench vide its
Order dated May 12, 2023 had approved the
application filed by the Liquidator for confirmation
of sale of assets of M/s.Servalakshmi Paper
Limited (Corporate Debtor) (In Liquidation) as
a Going Concern, in favour of M/s. Seshasayee
Paper and Boards Limited (SPB) and dismissed
/ disposed of other appeals against the auction.

Consequent to the order of the Hon’ble
NCLT dated 12.05.2023, the official liquidator
of the Corporate Debtor had Issued Sale
Certificate dated 24.05.2023 in favour of M/s.
Seshasayee Paper and Boards Limited and he
had completed the physical handing over of the
possession of land and factory premises located
at Kodaganallur Village, Vaduganpatti Post,
I.C.Pettai, Tirunelveli - 627 010 of Servalakshmi
Paper Limited (In Liquidation) on 24.05.2023
to SPB, as per direction in the Order dated
12/05/2023 of Hon'ble NCLT, Chennai Bench.

Company is taking steps for revival,
refurbishment and recommencement of
operations.

Few appeals challenging Hon’ble NCLT’s
order have been filed in Hon’ble NCLAT, which
are pending. Appeals have been heard by
the Hon’ble NCLAT, in different dates in Feb /
Mar’25 and the orders have been reserved in the
hearing held on March 04, 2025

MILL DEvELOPMENT PLAN - Iv - PHASE - I

The Board of Directors, in their meeting
held on 13.09.2024, has approved undertaking
the Project MDP-IV-Phase-1 at Unit : Erode, for
enhancement in pulp and paper capacities, at a
total project cost of Rs.405 crores, subject to the
approval of MoEF&CC for increase in pulp and
paper capacities in Unit : Erode by 20%.

In the latest EAC (Expert Advisory Committee)
of MoEF & CC, the company has been advised
to resubmit the application with few additional
information and the company has done the
same. EAC, in its meeting held on 9-May-2025,
had considered the application favourably and
forwarded our company’s application to the
MoEF & CC for its favourable consideration and
approval.

CURRENT YEAR (2025-26)

Company had faced one of the most difficult
times in H-II of FY25 mainly due to :

A. Continued availability of imported copier and
other printing and writing grades at cheaper
prices.

B. Few paper mills aggressively disposing
of stocks at cheaper prices - resulting in
challenges in implementing price increases.

C. Continued scarcity in wood availability and
price hikes.

D. Weaker Global markets.

The above key factors are expected to
continue to influence FY26 also, thereby
affecting the profitability margins.

ENVIRONMENTAL PROTECTION

The Company continues to provide utmost
attention to the conservation and improvement
of the environment. In Unit : Erode, the Power
Boilers, Lime kiln and Recovery Boilers are
equipped with Electro Static Precipitators, to
arrest dust emissions. The Company operates
an Anaerobic Lagoon, for high BOD liquid
effluents and a Secondary Treatment System,
for total Mill effluent. These facilities are
operating efficiently, enabling the Company
to comply with the Pollution Control norms, on
a sustained basis. The treated effluent water
continues to be utilised for irrigating nearby
sugar cane fields. The Company is also setting
up a Wet ESP in its Erode unit, first of its kind in
Indian Paper Industry, for further improvement in
Environmental compliances.

Additional treatment facilities have been
proposed for waste water under the Mill
Development Plan.

Unit : Tirunelveli is well equipped with
efficient Electro Static Precipitator for the Power
Boiler and has an extensive green cover. Its
treated waste water, after recycling, is used to
irrigate the Company owned lands. As part of the
Mill Expansion Plan, the Waste Water Treatment
Plant has been augmented with a Dissolved Air
Floatation Cell and Anaerobic Digester.

MANAGEMENT'S DISCUSSIONS AND
ANALYSIS REPORT

The Report on Management’s Discussion
and Analysis, as required under clause 2(e)
of Regulation 34 read with Schedule V of
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 covering
industry structure and developments,
opportunities and threats, outlook, discussion
on financial performance, etc., is contained in
“Management Discussion and Analysis Report”
that forms an integral part of this Report and
annexed as Annexure - I.

CORPORATE GOvERNANCE

Pursuant to Regulation 34 and Schedule V
to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Corporate
Governance Report, together with the Certificate
from the Company’s Auditors confirming
the compliance of conditions on Corporate
Governance is given in Annexure - II.

BUSINESS SUSTAINABILITY REPORT

Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 [SEBI (LODR) Regulations],
with amendments to Regulation 34 (2) (f) of
LODR Regulations vide Gazette Notification
no. SEBI/LAD-NRO/GN/2021/22 dated May 05,
2021 introduced reporting requirements on ESG
parameters called the Business Responsibility
and Sustainability Report (BRSR). Top 1000

companies, measured based on average Market
Capitalization during the period from 1^st July to
31^st December, are required to have “Business
Responsibility & Sustainability Report” (BRSR)
as part of their Directors’ Report.

This regulation is not mandatorily applicable
for the company for FY25, since the company is
placed at 1087^th and 1113^rd position as per NSE’s
data and BSE’s date respectively on average
market capitalization during 01.07.2024¬
31.12.2024. However, the company has opted to
comply with this regulation on voluntary basis for
FY25 and the Company has accordingly drafted
the Business Sustainability Report for FY25,
which is given in Annexure - III to the Directors’
Report.

DISCLOSURE REQUIREMENTS UNDER
SECTION 134(3) OF THE COMPANIES ACT,
2013

Section 134(3) of the Companies Act, 2013
requires the Board’s Report to include several
additional contents and disclosures compared to
the earlier law. Most of them have accordingly
been made in the Corporate Governance Report
at appropriate places that forms an integral part
of this Report. There are no proceedings pending
against the company under the Insolvency and
Bankruptcy Code, 2016. There was no instance
of one time settlement with any Bank or Financial
Institution

THE ANNUAL RETURN

A copy of the annual return for FY 2024-25
will be placed on the website of the Company
(www.spbltd.com) after conclusion of the 65^th
Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

While preparing the annual accounts, the
Company has adhered to the following:

Applicable Accounting Standards, referred

to in Section 129(1) of the Companies Act,

2013, have been followed.

The Directors have selected such accounting
policies and applied them consistently and
made judgements and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as at March 31, 2025 and of the
profit of the Company for the said period.

The Directors have taken proper and
sufficient care for the maintenance of
adequate accounting records, in accordance
with the provisions of the Companies Act,
2013, for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities.

The Directors have prepared the annual
accounts on a “going concern” basis.

The Directors have laid down internal
financial controls to be followed by the
Company and that such internal financial
controls are adequate and were operating
effectively.

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

PARTICULARS OF LOAN, GUARANTEES OR

investments

During the year, the Company did not extend
any Loan or Guarantee or provided any security
covered under Section 186 of the Companies
Act, 2013.

During the year, the company had purchased
1,45,718 equity shares of M/s High Energy
Batteries (India) Limited at a total cost of ' 7.63
crores, from Open Market.

During the year, the company has also
purchased 4,21,102 equity shares of M/s Ponni
Sugars (Erode) Limited at a total cost of ' 17.76
crores, from Open Market.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTY

The Corporate Governance Report contains
relevant details on the nature of Related Party
Transactions (RPTs) and the policy formulated
by the Board on Material RPTs. Particulars of
Contracts or Arrangements with Related Parties
referred to in Section 188(1) of the Companies
Act, 2013 is furnished in accordance with
Rule 8(2) of the Companies (Accounts) Rules,
2014 in Form AOC - 2 as Annexure - IV.

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of
business of the Company during the year. There
are no other material changes and commitments
in the business operations of the Company since
the close of the financial year on 31^st March 2025
to the date of this Report.

conservation of energy, technology

ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information relating to Conservation of
Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo, as required
under Section 134(3)(m) of the Companies
Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014 is given in Annexure - v.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013
mandates every company having minimum
threshold limit of net worth, turnover or net
profit as prescribed to constitute a Corporate
Social Responsibility Committee of the Board,
formulation of a Corporate Social Responsibility
Policy that shall indicate the activities to be
undertaken by the Company as specified in
Schedule VII to the Companies Act, 2013 and
duly approved by the Board, fix the amount of
expenditure to be incurred on the activities and
monitor the CSR Policy from time to time.

Since your Company falls within the minimum
threshold limits, constituted a CSR Committee

of the Board and formulated a CSR Policy.
The CSR Report, forming part of this Report, is
furnished in Annexure - vI.

PARTICULARS OF EMPLOYEES

The information required pursuant to
Section 197, read with Rule 5 of the Companies
(Appointment and Remuneration of Management
Personnel) Rules, 2014, is furnished in
Annexure - vII.

CASH FLOW STATEMENT

As required under Regulation 53 of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Cash Flow
Statement is attached to the Balance Sheet.

INDUSTRIAL RELATIONS

Relations between the Management and
Employees were cordial throughout the year
under review. The five year wage / salary
agreement with labour unions / staff association
expired on March 31,2024 and the labour unions
have submitted their charter of demands for the
renewal of the agreement.

DIRECTORS

We are deeply saddened to announce
the sudden demise of our beloved Managing
Director, Sri.K.S.Kasi Viswanathan in the early
hours of March 08, 2025. His end was peaceful
and in his sleep.

Sri Kasi Viswanathan was associated with
the organisation for nearly 5 decades. He was
inducted into the Board of Directors of the
Company in the year 2005 and was instrumental
in providing strategic direction and leadership.
His contributions significantly impacted the
governance and operations of the Company,
driving key areas of expansion, modernization,
and operational excellence.

He played a pivotal role in overseeing the
efficient operations of the mill and successfully
executing numerous growth and development
initiatives for the company. He was largely
responsible for acquisition and successful

turnaround of Unit-II (Paper mill acquired from
M/s.Subburaj Papers Ltd) and the acquisition
of Unit-III (containing assets acquired under
e-auction from M/s.Servalakshmi Paper Limited,
Corporate Debtor in liquidation).

Under his guidance, the Company
experienced substantial growth in both capacity
and production efficiency. He had contributed
significantly to the growth and sustainability
of the Indian Pulp and Paper Industry, thro’
his leadership roles Indian Pulp and Paper
Technical Association (IPPTA) and Indian
Paper Manufacturers Association (IPMA). His
leadership and vision were vital to the Company’s
success, and his sudden passing represents an
irreplaceable loss to the Company and the Pulp
and Paper industry as a whole.

Sri.Kasi Viswanathan was a role model
for the entire employee group of SPB and its
associates. His sudden and silent passing
away has come as a deep shock to all his
friends and admirers, in addition to his family
members. Board of Directors joins Sri.Kasi
Viswanathan’s friends, the employees of SPB
and the associate companies in conveying the
heartfelt condolences to the bereaved family
members.

During the year under review, the Board
appointed:

1. Mr.T.C.A Ranganathan and

Dr. C. Chandramouli, as Independent
Directors on the Board at its meeting held
on 20^th July, 2024, on the recommendation
of the Nomination and Remuneration
Committee, for a term of five consecutive
years effective 20^th July, 2024.

The shareholders have approved their
appointment by way of special resolutions
through postal ballot on 29^th August, 2024.

2. Dr. M. Sai Kumar, IAS, Chairman and
Managing Director, The Tamilnadu Industrial
Investment Corporation Limited(TIIC),

Chennai, as Additional Director on the Board
at its meeting held on 20^th July, 2024.

The shareholders have approved his
appointmentas Nominee Director byway of an
Ordinary resolution, through postal ballot on
29^th August, 2024.

During the year, the second term of
Independent Directorship of Sri A L Somayaji and
Dr. Nandhitha Krishna ended on 28^th September,
2024. Your Directors place on record the
valuable services rendered by Sri A L Somayaji
and Dr. Nandhitha Krishna during their tenure as
Independent Directors of the Company and their
contribution to the governance and growth of the
company.

During the year, TIIC withdrew its nomination
of Sri Hans Raj Verma, IAS as the Nominee
Director in our Board, on 20^th July, 2024 and
he accordingly vacated the office of Nominee
Director. Your Director place on record the
valuable services rendered by Sri Hans Raj
Verma, IAS during his tenure as a Director of the
Company.

All the Independent Directors have given
the declaration that they meet the criteria on
independence, as laid down under Section 149(6)
of the Companies Act, 2013. The performance
evaluation of Independent Directors has been
done by the entire Board of Directors, excluding
the Director being evaluated at the Board
Meeting held on March 21, 2024. The Board,
on the basis of such performance evaluation
determined to continue the term of appointment
of all Independent Directors.

The Board of Directors, in their meeting
held on 10.05.2025, after due considerations
to the recommendations of the Nomination and
Remuneration Committee, had approved

(i) the re-appointment of Sri.Ganesh
Balakrishna Bhadti as wholetime director,
designated as Executive Director

(Operations & Projects) for a period of 3
years from 23.07.2025.

(ii) the appointment of Sri.S.Srinivas as
Additional Director, designated as “Director
(Finance) & Secretary” and his appointment
as a wholetime director for a period of 3
years from 14.06.2025.

The above appointments / re-appointments
as wholetime directors are subject to the
approval of the shareholders of the company in
the ensuing 65th AGM.

OTHER KEY MANAGERIAL PERSONNAL

Mr. K Narayanan, Company Secretary,
had resigned on 28.11.2024 citing personal
reasons and accordingly vacated the position of
Company Secretary and Compliance Officer on
December 31,2024.

Subsequently, Mr. S Srinivas has been
appointed as the Company Secretary and
Compliance Officer of the Company, effective
from March 22, 2025.

AUDITORS

M/s Suri & Co, Chartered Accountants
were appointed as the statutory auditors of
the Company for a period of 5 years from the
conclusion of the 63^rd AGM until the conclusion of
the 68^th AGM of the Company and they continue
to be the Statutory Auditors of the Company.

Particulars of Statutory Auditors, Cost
Auditors, Internal Auditors and the Secretarial
Auditors have been given in the Corporate
Governance Report that forms an integral part of
this report. Secretarial Audit Report, as required
by Section 204(1) of the Companies Act, 2013,
is attached in Annexure - VIII.

For the year under review, the reports issued
by Statutory and Secretarial Auditors do not
have any qualifications.

ACKNOWLEDGEMENT

The Directors place on record their great
appreciation of the tireless efforts of all the
Executives and Employees of the Company for
their commendable performance in achieving
excellent financial results, in a year of great
challenges. The Directors also express their
sincere thanks to the Government of India,
Government of Tamilnadu and Commercial
Banks, for their understanding, guidance and
assistance and Indentors, Customers, Farmers,
Suppliers and Shareholders, for their excellent
support, at all times.

(On behalf of the Board)
N GOPALARATNAM
Chennai Chairman

May 10, 2025 DIN:00001945