TO THE MEMBERS

Your Company's Directors have the pleasure in presenting the 46^th Annual Report of the Company together with the audited financial statements for the financial year ended 31^st March, 2026 ( "FY 2025-26" or "the year under review").

The financial performance of the Company for FY 2025-26, as compared with the previous financial year, is summarized below. The figures are extracted from the Audited Financial Statements prepared in accordance with the Indian Accounting Standards (Ind

AS) notified under Section 133 of the Act read with the

Companies (Indian Accounting Standards) Rules, 2015.

(Rs. in Crore)

The Company achieved its highest ever production and sales of paper and paperboard since inception, despite volatile market conditions and intensified competition from imports. During the year, the Paper

& Packaging Board market remained volatile with challenging market conditions due to various factors including cheaper imports from ASEAN countries impacting sales realization and profitability. The company is continuously focusing on increasing the market share of higher realization products and on new premium products as a measure to further improve the profitability. The recent geo political developments are being closely monitored and mitigation measures being taken by the Company on a continuous basis.

The Finance Act, 2026 amended Section 206 (3) of the Income Tax Act, 2025, pursuant to which domestic companies continuing under the old tax regime are required to pay Minimum Alternate Tax (MAT) and treat it as final tax and no accrual of MAT Credit

Entitlement on or after 1^st April, 2026, and the MAT Credit Entitlement available as on 31^st March, 2026 for set off would also be required to forgo. On the other hand, domestic companies opting for the new tax regime with effect from 1 April 2026 are permitted to utilise the accumulated MAT Credit Entitlement, subject to a maximum set off of 25% of the tax liability for the relevant tax year and within the prescribed eligible period. Considering the MAT Credit Entitlement available for set-off under the new tax regime, the Company has exercised the option to follow the new tax regime with effect from 1st April, 2026, with a effective tax rate of 25.168% under Section 200 of the Income Tax Act, 2025. Consequently, in accordance with paragraph 47 of Ind AS 12 - Income Taxes, the net deferred tax liability carried at 34.944% has been remeasured using the applicable tax rate of 25.168% as at 31^st March 2026. The resulted remeasurement of ' 219.43 crore has been recognised in the Statement of Profit and Loss for the year ended 31 March 2026. Accordingly, the net profit for the year stands at ' 247.75 crore.

The Audited Financial Statements for the financial year 2025 - 26 was approved by the Board of Directors in their meeting held on 24^th April, 2026, on which date the statutory auditors of the Company submitted their report thereon.

During the financial year 2025-26, the Company has transferred a sum of ' 200 Crore to the General Reserve from Retained Earnings. The cumulative General Reserve as on 31^st March, 2026 is ' 2030.49 Crore.

In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) the company has formulated and adopted the Dividend Distribution Policy. The policy is available on the website of the company www.tnpl.com. - Interim Dividend: No interim dividend was declared during the year. - Declaration and Payment of Final Dividend:

For the financial year 2025 - 26, the Board of Directors have recommended a final dividend of

40% (i.e. ' 4.00/- per equity share) amounting to ' 27.68 Crore, subject to the approval of the shareholders at the 46^th Annual General Meeting. The Board has recommended the dividend in compliance with the Dividend Distribution Policy of the company.

The dividend, if approved, will be paid to the equity shareholders whose names appear in the Register of Members as on Thursday, 17^th September 2026, being the record date for the purpose of payment of dividend. In accordance with the provisions of the Income Tax Act, 2025, as amended from time to time, read with the erstwhile Income Tax Act, 1961, dividends distributed by the company shall be taxable in the hands of the shareholders and the company is required to deduct tax at source from dividend paid to the shareholders at prescribed rates.

The Company has fixed Thursday, 17^th September, 2026 as the record date for the purpose of determining the entitlement to the dividend.

1. The Company's Revenue from Operations for the year 2025-2026 is ' 4644.89 crore.

2. Profit before tax is ' 50.60 Crore and Profit after tax is ' 247.75 Crore.

3. During the year, the Paper production was

4.34 lakh highest since inception. 4. During the year, Paper sales was 4.48 lakh

MT highest since inception. Domestic Sales accounts for 80% and Exports at 20%.

5. During the year, the Packaging Board production was 2.00 lakh MT highest since inception.

6. During the year, the Packaging Board Sales was 1.99 lakh MT highest since inception.

Domestic Sales accounts for 97% and exports at 3%.

7. The bio-methanation plants have generated methane gas of 72.76 lakh m³ during 2025-2026. The methane gas was consumed in lime kiln and power boilers in replacement of furnace oil is 4161.54 KL of furnace oil and imported coal 557 MT of imported coal.

8. The wind farms with an installed capacity of

35.5 MW capacity have generated 462.21 lakh

Kwh Units of 'Green Power' during the year.

9. The company has produced high grade cement of 1.39 lakh MT during the year.

10. The Company Net worth as on 31.03.2026 was

' 2316 Crore and Market Capitalization as on

31.03.2026 was ' 849.90 Crore. b) Projects Implemented / Under implementations:

1. Tissue Paper Machine in Unit II

Capitalising on the growing market potential for tissue paper, TNPL has established a modern, advanced technology 100 TPD tissue paper machine, along with associated advanced auxiliaries, at Unit II at a project cost of ' 350 Crore. The facility, featuring a 6 metre

(approximately 20 ft diameter) Yankee dryer, is designed to manufacture a wide range of high quality tissue paper grades from 13 GSM to

40 GSM, using premium in-house hardwood pulp as the principal raw material.

The plant is presently undergoing advanced trial runs and operational stabilisation, with the machine and process parameters being progressively optimised to meet the stringent quality requirements of the domestic and export markets. The plant is progressing towards full-scale commercial operations.

To enhance the reliability and efficiency of critical steam and power utilities for mill operations, TNPL is modernising the existing steam and power infrastructure at Unit I in two phases. The project involves the phased retirement and replacement of four low pressure boilers commissioned during the inception of the mill in 1985. The overall modernisation plan envisages the installation of two high pressure boilers, each with a steam generation capacity of 125 TPH at 105 ATA and 525 deg C, along with a 42 MW turbine generator.

Phase I, comprising the installation of an Atmospheric Fluidised Bed Combustion (AFBC) boiler along with a dedicated Fuel Handling Plant, is at an advanced stage of completion, with a project cost of ' 250 Crore.

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

As part of its initiatives towards renewable energy integration and reduction of carbon footprint, TNPL has installed 1 MW rooftop solar power plants at each of its manufacturing units, utilising the suitable factory building rooftops. The rooftop solar power plants at Units I and II were commissioned between June and August 2025. The installations contribute to clean and renewable energy generation and reduction of greenhouse gas emissions, while promoting the utilisation of available rooftop space for sustainable energy generation.

The company has constituted a Corporate Social Responsibility (CSR) Committee of the Board and has formulated a CSR Policy in line with SEBI LODR. The Company has been carrying out Corporate Social Responsibility (CSR) activities for more than three decades.

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.

The company's dedicated Research & Development (R&D) team drives our mission to deliver top tier products while advancing our sustainability initiatives as a leading agro based paper manufacturer. During the fiscal year 2025 - 26, the

Research and Development ( R& D) wing continued to drive the company's competitive edge through raw material optimization, process innovation and the successful launch of premium products. Optimizing the use of resources to secure raw materials, developing eco-friendly pulp and bleaching technologies and engineering circular economy packaging solutions.

By aligning our inter functional departments, we translate these research insights into tangible, environmentally conscious manufacturing practices. This empowers our experts to push the boundaries of paper technology on minimizing our ecological footprint, reducing emissions, and ensuring our customers receive the highest quality and sustainable products. e. Awards

During the fiscal year, TNPL's steadfast commitment to excellence in corporate governance, sustainability, renewable energy, corporate social responsibility, and workplace safety was acknowledged through several prestigious national awards and recognitions under the categories as enumerated below:

2025: TNPL emerged as the "WINNER" in this prestigious governance index. The honor was bestowed by the Skoch Group during the 105^th SKOCH Summit on 10^th January , 2026, at the India Habitat Centre, New Delhi. - National Award for Excellence in Cost Management: The Institute of Cost and Management Accountants of India (ICAI) awarded TNPL the second position in the category of "Excellence in Cost Management - Public Company (Large Scale)".

Honored under the category "Best Corporate Social Responsibility Overall Practices" for

2025-26 at the National Stock Exchange (NSE),

Mumbai.

Nadu): TNPL Unit I won the first prize for both

2022 and 2023 under Scheme "A" for achieving the Maximum Percentage of Accident Reduction. - 6^th World Safety Organization (WSO) India

Awards 2025: Selected as the "WINNER" at the state level OHS&E Awards for outstanding achievements in safety excellence.

Sustainability, Energy, & Green Innovation - GEEF Global Sustainability Champion Awards 2025 (Diamond Category): Conferred by the Global Energy and Environment Foundation as a validation of TNPL's top tier environmental practices. - No. 1 Best Performing Wind Farm Award:

Awarded to TNPL by the Indian Wind Power Association (IWPA) during its 29^th Annual General Meeting recognizing TNPL's leadership in clean energy generation. - 26^th National Award for Excellence in Energy

Management: Achieved the distinct status of

"Energy Efficient Unit" from the Confederation of Indian Industry (CII). - 12^th National Awards for Excellence 2025: Won under the category "Best Innovative Project of the Year 2025" for groundbreaking industrial engineering.

TNPL was conferred the Golden Peacock HR

Excellence Award - 2025 in recognition of its excellence in Human Resource Management and progressive people management practices. The award acknowledges TNPL's commitment to employee engagement, welfare, capability development, industrial relations and innovative HR initiatives that have strengthened organizational performance and established TNPL as a benchmark in people centric management. - Golden Peacock National Training Award 2026

TNPL received the Golden Peacock National

Training Award - 2026 for its outstanding training and employee development initiatives. The award recognizes TNPL's sustained focus on building a learning organization through structured capability development, knowledge sharing platforms, leadership development and enterprise wide employee engagement initiatives, fostering a culture of continuous learning, innovation and operational excellence. - National Leadership Award - 2026 for CSR Initiatives and Social Impact

TNPL was honoured with the National Leadership Award - 2026 for CSR Initiatives and Social Impact in recognition of its exemplary Corporate Social Responsibility initiatives.

The award reflects TNPL's commitment to inclusive community development, sustainable livelihood promotion, education, healthcare, environmental conservation and meaningful social impact in the regions it serves. - Best Super Achiever Award 2026: Bestowed upon TNPL by the World Manufacturing Congress.

During the financial year 2025 26: - There were no changes in the company's capital structure, including its authorized, issued, subscribed, and paid up share capital. There were also no instances of reclassification or subdivision of authorized share capital, reduction of share capital, buyback of shares, restructuring-related changes, or changes in voting rights. - The company did not issue shares or securities including convertible securities, equity shares with differential rights, sweat equity shares, employees stock options, debentures, bonds or any non convertible securities and warrants

During the FY 2025 - 26, the Indian paper industry continued to face significant pressure due to unprecedented growth in imports, weak domestic market sentiment and persistent pricing pressure across segments. Paper and paper board imports into India remained at elevated levels, largely driven by duty free imports from ASEAN countries under the ASEAN India Free Trade Agreement along with increased inflow from China and other Asian markets.

The present global trade environment continues to remain uncertain. Anticipated tariff increases by the United States on countries such as China, Thailand, Vietnam and Malaysia are expected to result in diversion of surplus capacities and finished goods into markets like India, thereby intensifying competitive pressures on domestic manufacturers.

The low priced imports continues to adversely impact domestic realizations, market share and operating margins across the industry. Despite representations by Industry Associations, the Minimum Import Price (MIP) imposed in certain Virgin Board grades had minimal or limited impact on imported supplies due to continued inflow through alternate grades and pricing structures.

The implementation of revised GST 2.0 tax rates emerged as another major setback for the industry.

GST rates applicable to several paper products were revised from 12% to 18%, impacting overall demand sentiment and downstream consumption. Further, paper supplied for notebook manufacturing continued under the nil GST slab, resulting in loss of Input Tax

Credit (ITC) benefits for the industry and adversely affecting margins of paper manufacturers catering to the educational and notebook segments. The threat from imported readymade notebooks entering India at nil GST also emerged as a significant concern for the domestic notebook industry. Low cost imports and pricing disparities continued to exert pressure on local converters and paper manufacturers supplying to the notebook segment.

Despite these near term challenges, the long term outlook for the Indian paper industry remains positive supported by low per capita paper and tissue consumption, implementation of the National Education Policy (NEP), increasing literacy levels, rising organized retail penetration, expansion of e-commerce and growing preference for sustainable and recyclable paper based solutions.

The packaging board segment is expected to continue witnessing steady growth supported by increasing demand from FMCG, pharmaceuticals, food service and e-commerce sectors. Regulatory actions against single use plastics and increasing environmental awareness are accelerating the transition towards sustainable paper based packaging solutions.

During the financial year 2025 - 26, the company has transferred ' 9,31,685/- (Rupees Nine Lakh

Thirty One Thousand Six Hundred and Eighty Five Only) being the dividend amount and the corresponding shares of 13,227 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. - Unpaid / Unclaimed Dividend status

Unpaid dividends mainly result from non updation of KYC by the shareholders. Through effective follow up, the company has consistently maintained unpaid dividends at or below 0.5% of total dividends declared. Upon updation of the KYC by the shareholders, the dividend is promptly remitted to the concerned shareholders. Any unpaid dividend remaining unclaimed for seven years is transferred to the Investor Education and Protection Fund (IEPF) in accordance with applicable regulations.

The table and graph given below summarize the status of unpaid dividend:

The year wise details of unpaid / unclaimed dividends outstanding in the unpaid dividend account, along with the corresponding shares liable for transfer to the Investor Education and Protection Fund (IEPF) and the respective due dates, are set out in Annexure VII - Report on Corporate Governance, forming part of this Report.

The Company, through its various communications with shareholders, regularly requests them to claim any unpaid or unclaimed dividend amounts and shares liable for transfer to the Investor Education and Protection Fund (IEPF). In compliance with the IEPF Rules, as amended from time to time, the company also publishes notices in newspapers and issues individual intimation letters to concerned shareholders whose shares are due for transfer, enabling them to claim their rightful entitlements.

In compliance with the provisions of the IEPF Rules, Tmt Anuradha Ponraj, Company Secretary and Compliance Officer acts as the Nodal of the Company.

As on 31^st March 2026, the Board comprised the Chairman & Managing Director, Government Nominee Directors and Independent Directors, including one Woman Independent Director, in conformity with Section 149 of the Act and Regulation 17 of the SEBI LODR.

- Directors / Key Managerial Personnel (KMP) a. The details of Directors / Key Managerial Personnel (KMP) who were appointed or have ceased to be Director / KMP of the Company during the year 2025 - 26 are as follows:

b. Post closure of the financial year, the composition of the board of directors underwent the following changes.

Your Company has eight (8) Directors as on 31^st March 2026.

- one (1) Chairman and Managing Director - four (4) Independent Directors and - three (3) Government Nominee Directors.

The Independent Directors of the company are appointed / re-appointed for a fixed period of three consecutive years from the date of appointment/ re-appointment 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.

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 Tamilnadu 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. 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, Dr S Vijayakumar, I.A.S., Director retires by rotation at the forthcoming Annual General

Meeting. It may be noted that Dr S Vijayakumar,,

I.A.S., being eligible has offered himself for re-appointment as Director.

Necessary resolutions and brief profile and other requisite disclosures in terms of SEBI LODR and Secretarial Standards on General Meetings

(SS-2), seeking approval of the shareholders for the above have been included in the Notice of the Forty Sixth (46^th) Annual General Meeting for the approval of the shareholders of the Company. Based on the recommendation of the Nomination and Remuneration Committee the Board recommends his reappointment as Director liable to retire by rotation. Further, the details of the Senior Management Executives are provided in the website of the company at www.tnpl.com. - Independence of Independent Directors

The Independent Directors of the company as on the date of this report are:

- Dr N Sundaradevan, I.A.S., (Retd.),

- Tmt M Sathiyavathy, I.A.S., (Retd.),

- Thiru Mathew Thomas

- Thiru Sriganesh Padmanabhan

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. All Independent Directors have confirmed their compliance with the Code for Independent Directors as prescribed under cial

Schedule IV of the Companies Act, 2013.

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.

Based on the recommendation of the Nomination & Remuneration Committee, the Board has adopted a comprehensive Nomination & Remuneration

Policy that provides a structured framework for the selection, appointment, resignation, remuneration, and performance evaluation of Directors, Key Managerial Personnel (KMP), and Senior Management personnel. The policy details are available on the Company's website and are also set out in the report on corporate governance forming part of this annual report (Annexure VII).

The policy further establishes a robust mechanism for evaluating the performance of the Board, its Committees, and individual Directors, thereby promoting effective governance and accountability. In addition, the disclosure relating to the ratio of remuneration of Key Managerial Personnel to the median remuneration of employees forms part of this Report as Annexure IV.

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 year 2025-26, the Board of

Directors of the Company met six (6) times on 13.05.2025, 25.07.2025, 18.09.2025, 27.10.2025, 29.01.2026 and 27.03.2026.

All the board meetings were convened and conducted in accordance with the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, Secretarial Standard - I on the Meetings of the Board of Directors and the SEBI LODR.

In compliance with the statutory and regulatory requirements, the Board of Directors have constituted the following Committees of the Board namely:

- Audit Committee

- Nomination & Remuneration Committee

- Corporate Social Responsibility Committee

- Risk Management Committee

- Stakeholders' Relationship Committee

Detailed information / disclosures regarding the meetings of the Board of Directors and its various cial finan Committees held during the year under review, including the attendance of members, their powers, terms of reference, and other relevant particulars, is provided in the report on corporate governance, which forms an integral part of this Annual 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. - Annual Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board conducted its annual performance evaluation for the financial year ended 31^st March, 2026. The evaluation encompassed the performance of the Board as a whole, individual Directors, and the functioning of its various Committees, and was carried out in accordance with the evaluation framework approved by the Board based on the recommendations of the Nomination & Remuneration Committee.

While undertaking the evaluation process, due consideration was given to the Guidance

Note on Board Evaluation issued by SEBI on 5^th January, 2017, ensuring a structured and comprehensive assessment of governance effectiveness and Board performance.

A structured questionnaire was developed incorporating inputs received from the Directors and covering various aspects of the Board's functioning. The evaluation framework included parameters such as the adequacy of the Board's composition and that of its Committees, Board culture and dynamics, effectiveness in discharging duties and responsibilities, governance practices, and overall performance. All Directors participated in the evaluation process by providing their responses to the questionnaire.

A separate evaluation was undertaken to assess the performance of individual Directors, including the Chairman of the Board. The assessment was based on various parameters such as the level of engagement and contribution, quality and independence of judgment, leadership effectiveness, and efforts toward safeguarding the interests of the Company and its minority shareholders.

The performance of the Independent Directors was evaluated by the entire Board, excluding the Director being evaluated, based on broad criteria including:

- Attendance and active participation in the meetings of the Board and Committee.

- Independence and objectivity in decision making and judgment.

- Professional conduct, interpersonal relationships, and contribution to Board deliberations.

- Commitment to the company's values, governance standards, and strategic objectives.

The evaluation process confirmed the effective functioning of the Directors in discharging their responsibilities and contributing to the overall governance of the company.

The performance evaluation of the Chairman and Managing Director, as well as the Non-Independent Directors, was carried out by the Independent Directors at their meeting held on 27^th March, 2026. The Directors expressed satisfaction with the evaluation framework and the overall assessment process.

The Board evaluation process was conducted in a secure and confidential manner through both digital and physical modes, reflecting the company's commitment to robust governance standards and its ongoing focus on digital governance practices.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013, TNPL has constituted an Internal Complaints

Committees (ICC) to provide a safe, secure and dignified environment for women at workplace.

The ICC comprise members nominated in accordance with the provisions of the Act, including employees committed to the cause of women's welfare, persons with experience in social work or legal knowledge and an external member from a non governmental organization / association committed to the cause of women. The Committee ensure that all complaints, if any are dealt with in a fair, impartial, confidential and time bound manner.

To enhance accessibility and awareness, TNPL has also constituted "Awareness and Facilitation Committees" across its locations and other connected establishments. These Committees serve as the first point of contact for women at work place, disseminate awareness on the provisions of the Act and TNPL's policy on prevention of sexual harassment, facilitate prompt reporting of grievances and extend necessary guidance to the aggrieved employees.

During the reporting period, no complaint of sexual harassment 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.

During the reporting period, no complaints were received or referred to the Internal Complaints

Committee (ICC). Consequently, no cases were pending at the beginning or end of the year and no disciplinary action was required under the provisions of the Act In the event of any future complaints, the Company is committed to addressing them with utmost seriousness and ensuring appropriate action is taken in accordance with applicable laws and the Company's internal policies.

TNPL remains steadfast in its commitment to maintaining a workplace that is free from discrimination, harassment and bias. Through contin- uous awareness initiatives, preventive measures and an effective grievance redressal mechanism, the Company reinforces its commitment to fostering a culture of mutual respect, equality, dignity and inclusion for all employees.

Disclosures in relation to the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013:

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 complete compliance with the provisions of the

Maternity Benefit Act, 1961 as amended from time to time.

AUDITORS - Statutory Auditors and Auditors Report:

The Comptroller and Auditor General of India has appointed M/s A John Moris & Co., Chartered Accountants, Chennai (Firm Registration Number: 007220S, as the Statutory Auditors of the Company for the financial year 2025 26.

M/s A John Moris & Co. have confirmed completion of ICAI peer review and possession of a valid certificate issued by its Peer Review Board.

The Audit Committee assesses the independence and objectivity of the auditors, as well as the effectiveness of the audit process. The Report given by the Statutory Auditors forms part of this Annual Report - Audit under Section 143 (6) by Comptroller and

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, 2026. - 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 Accountants to audit the cost accounts of the Company for the year 2026-27. Cost Audit report for the financial year 2025-26 was filed within scheduled time.

The Cost Auditors have provided their written confirming consent that their appointment is in accordance with the applicable provisions of the Act and the Rules framed thereunder. They have confirm further that they are not disqualified from being appointed as Cost Auditors of the Company. In accordance with the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified by the shareholders. Accordingly, a resolution for ratification of the remuneration payable to the Cost Auditors for FY 2026 - 27 is included in the Notice convening the 46^th Annual General Meeting.

The Cost Audit Report for the financial year ended 31^st March, 2025 does not contain any qualifications, reservations, adverse remarks, or disclaimers.

Secretarial Auditor:

The shareholders in the 45^th Annual General Meeting held on 18^th September, 2025 appointed Sridharan & Sridharan Associates, Company Secretaries as the Secretarial Auditors of the company for a period of five (5) years from financial year 2025 - 26 to financial year 2029 - 30.

Sridharan & Sridharan Associates, Company

Secretaries. have confirmed completion of ICSI peer review and possession of a valid certificate issued by its Peer Review Board of the ICSI.

The Board / Audit Committee assesses the independence and objectivity of the auditors, as well as the effectiveness of the audit process. The Secretarial Audit Report in Form MR-3 for the financial year 2025 26 is attached as Annexure II-A to this Report.

The details of the qualifications, reservations, adverse remarks or disclaimers made by the

Secretarial Auditor in the Secretarial Audit Report and the explanations to the same by Company are given below:

1. The Company did not have sufficient number of independent directors on the Board as required under Regulation 17(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, from 18th September, 2025.

The Board was however duly constituted with the required number of Independent Directors wef 22nd December,2025.

2. The Company did not have a properly constituted Nomination and Remuneration committee as required under Regulation 19(1)(c) of SEBI Listing Regulations for the period from 18th September, 2025 to 22nd December, 2025. The Company has strengthened its internal controls and compliance monitoring systems, including closer tracking of Director tenures and proactive succession planning, to ensure timely compliance with applicable provisions of the SEBI Listing Regulations. - Reporting of frauds by Auditor(s)

The Auditors have not reported any instance of frauds under sub-section (12) of Section 143 of the Companies Act 2013 and accordingly, no details are required to be disclosed under Section 134 (3) (ca) of the Act.

The company has not issued any Non Convertible Debentures (NCD) during the year and there was no NCD outstanding as on 31^st March, 2026.

During the period under review, 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 Company has constituted a Risk Management

Committee in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). The details of the Committee and its terms of reference are set out in the report on corporate governance forming part of this annual report.

TNPL has established a risk management policy and 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.

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) monitors and evaluates 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.

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 Chairperson of the Audit Committee in appropriate or exceptional cases. The details of such Policy are explained in the report on corporate governance report and also posted on the website of the Company at www.tnpl.com.

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 statements, which forms part of this annual report.

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.

In TNPL, employee health and well being continue to be of paramount importance. The company is committed to providing comprehensive healthcare facilities to its employees and their dependents through well equipped Occupational Health Centres functioning round the clock (24?7) at its units. These Health Centres are staffed with qualified medical officers, physiotherapists, nurses, pharmacists,

Auxiliary Nursing Midwives (ANMs) and supported by dedicated ambulance services, ensuring prompt and effective medical care at all times.

To strengthen access to specialized healthcare,

TNPL arranges weekly visits by specialist and super specialist doctors from various branches of medicine every sunday. This enables employees to receive expert medical consultations within the campus itself. Whenever advanced treatment is required beyond the scope of the Health Centres, employees are referred to recognized specialty / super specialty hospitals. Demonstrating its strong commitment to employee welfare, TNPL provides 100% reimbursement of medical expenses for treatment of nine identified major ailments. Employees undergoing treatment for these ailments are eligible for 180 days of Special

Leave with full benefits to facilitate treatment and recuperation. Based on medical necessity, an additional 180 days of special leave may be granted on a case by case basis, reflecting the company's compassionate approach towards employee well being.

As part of its preventive healthcare initiatives and statutory compliance, TNPL provides comprehensive

Master Health Check-ups at no cost to employees upon attaining the ages of 40, 45, 50, 52, 54, 56, 58 and between 59 and 60 years. These check ups are conducted at reputed hospitals to facilitate early detection and timely management of health conditions.

The company also undertakes occupation specific health surveillance programmes to safeguard employees exposed to workplace hazards. Annual audiometric examinations are conducted for employees working in high noise areas, while eye examinations are carried out once every two years for employees engaged in driving duties, ensuring compliance with occupational health standards. In addition, TNPL regularly organizes health awareness programmes and medical camps focusing on preventive healthcare, lifestyle diseases and overall wellness. These initiatives encourage early diagnosis, promote healthy living and contribute to improving the overall health and quality of life of employees. During the year, TNPL further strengthened its commitment to providing a safe and healthy workplace by obtaining the ISO 45001:2018 Certification for its

Occupational Health and Safety Management System

(OHSMS). This certification reflects the company's adherence to internationally recognized standards for identifying, managing and continually improving occupational health and safety performance, thereby reinforcing its commitment to protecting the health, safety and well being of its employees and other stakeholders.

In addition to its healthcare initiatives, TNPL continued to strengthen employee engagement, inclusivity and workplace well being through several unique initiatives during the year. Special celebrations such as International Women's Day and Pongal were organized to foster inclusiveness, recognize employee contributions and strengthen organizational culture.

As part of promoting physical fitness, mental well being and team bonding, trekking programmes were also introduced, encouraging employees to adopt healthy lifestyles while enhancing interpersonal collaboration.

To further enhance workplace safety and security, TNPL established the TNPL Surveillance Hub covering the plant, township and other key locations. The integrated surveillance system has strengthened security, operational monitoring, emergency response and overall governance, thereby contributing to a safer working and residential environment for employees and their families.

These initiatives, together with the company's comprehensive healthcare, occupational safety and employee welfare programmes, reflect TNPL's holistic approach towards enhancing employee well being, creating a safe, healthy, inclusive and engaging workplace while strengthening organizational pride and belongingness.

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.

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.

The export market environment continued to remain volatile during FY 2025 - 26 due to geopolitical uncertainties, fluctuating freight costs, currency movements and changing global trade patterns. Increased competition from low cost Asian suppliers and excess global capacities continued to exert pressure on export realizations.

However, demand for sustainable and specialty paper products including cup stock, barrier coated liquid packaging boards and premium virgin fibre based grades like thermal paper, carry bags, continued to provide opportunities in select international markets.

The company continued its focus on value added export oriented products and customer diversification strategies to strengthen export presence and improve realization quality.

TNPL continued to maintain a stable, harmonious and cordial industrial relations climate across all its Units during the year through proactive employee engagement, transparent communication, structured grievance redressal mechanisms and continuous interaction with Recognised Trade Unions (RTUs). Several innovative employee engagement initiatives were introduced during the year, significantly enhancing employee morale, participation, trust and organizational commitment.

The company remained committed to fostering a workplace built on mutual trust, respect, fairness and inclusivity. Employees were provided with a safe, equitable and secure work environment where dignity, welfare and well being continued to receive the highest priority. These sustained efforts contributed to strengthening employee relations and enhancing organizational productivity.

A notable achievement during the year was the successful conclusion of the bonus settlement for FY 2024 - 25 with the unanimous consent of all the recognised trade unions. The settlement was concluded through constructive dialogue, mutual trust and a spirit of cooperation, reflecting the maturity of the company's industrial relations framework and reinforcing the strong partnership between the management and the trade unions.

The exemplary cooperation extended by all the recognised trade unions enabled the company to sustain peaceful industrial relations throughout the year. No man days were lost due to industrial relations issues, ensuring uninterrupted operations, production continuity and operational excellence across all Units. Despite operating in a highly competitive business environment and in the presence of multiple trade unions, TNPL continued to maintain complete industrial harmony. The unwavering commitment, dedication and cooperation of employees, coupled with a progressive people centric management approach have been instrumental in sustaining the company's operational performance and reinforcing its leadership in the paper and paper board industry.

Recognising its excellence in Human Resource Management and employee capability development, TNPL received two prestigious national level awards during the year:

- Golden Peacock HR Excellence Award 2025

- Golden Peacock Training Award 2026 These prestigious recognitions acknowledge TNPL's excellence in human resource management, employee engagement, learning and development, employee welfare and progressive people practices.

TNPL remains committed to strengthening its industrial relations framework by fostering mutual trust, collaborative engagement and open communication with all stakeholders. The Company cial will continue to promote a positive, inclusive and harmonious work culture that aligns organizational objectives with employee aspirations, thereby supporting sustainable growth and long term organizational success.

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.

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, 2026, 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 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; 4. the annual accounts were prepared for the year ended 31^st March, 2026 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.

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 2025 - 26 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.

The Management Discussion and Analysis (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.

The company is committed to maintaining the highest standards of corporate governance, anchored in transparency, accountability, integrity and fairness to all stakeholders. The governance framework comprises a competent and diverse Board, empowered Board Committees, a robust compliance architecture, well defined policies and codes of conduct, and effective stakeholder engagement mechanisms.

The report on corporate governance, together with a certificate from Auditors' confirming the compliance with the requirements of Corporate Governance as stipulated by SEBI LODR, forms part of this annual report as Annexure VII. Further a declaration by the Chairman and Managing Director with regard to Code of Conduct are attached to the Report on Corporate Governance.

A certificate from Thiru CS R Sridharan,

Managing Partner of Sridharan & Sridharan

Associates, Company Secretaries confirming that none of the Directors are debarred or disqualified from being appointed or continuing as Directors form part of this Annual Report as Annexure II - B.

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 2025 - 26 is not applicable.

The Business Responsibility and Sustainability Report for the year ended 31^st March, 2026 in terms of Regulation 34 (2) (f) of the SEBI LODR is annexed to this report as Annexure VIII and is also available on the company's website.

All related party transactions during the financial year

2025 - 26 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.

In line with the requirements of the Companies Act, 2013 and Regulation 23 of the SEBI LODR, 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 updated the 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 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 - ? - 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.

The Company does not have any Subsidiaries / Associates / Joint Ventures as on 31^st March, 2026.

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

During the year under review, there has been no instance of difference.

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.

Annual Secretarial Compliance Report issued by filed practising company secretary has been with the Stock Exchanges as per Regulation 24A of SEBI LODR, 2015 within 60 days of the end of the financial year. In this regard, the company has obtained the report from Sridharan & Sridharan

Associates, Company Secretaries and filed within the prescribed time limit.

TNPL has a 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 finan has been reported during the year ended 31^st March, 2026.

SIGNIFICANT AND MATERIAL ORDERS te certifica PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the regulators / courts / tribunals during the year which impact the going concern status of the company and its future operations.

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.

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, 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.

In compliance of Regulation 17 (8) of the SEBI LODR

on the financial statements and cash flow statement of the company for the year ended 31^st March, 2026 duly signed by the Chairman and

Managing Director and Chief Financial Officer was submitted to the Board of Directors at their meeting held on 24^th April, 2026.

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.

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 against the company as at 31^st March 2026. There was no instance of one time settlement with any bank or financial institution and accordingly, disclosure of the difference between the amount of valuation at the time of one time settlement and while taking a loan is not applicable.

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.

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.