Seshasayee Paper & Boards Ltd

he Board of Directors hereby present T their 64^th Annual Report and the Audited Accounts for the year ended March 31, 2024.

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 Rs. 5.00 (Rupees Five only) per Equity Share of Rs. 2 each, absorbing a sum of

Rs. 31.53 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 perInd AS10,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, 2024. The same will be recognised in the year of payment, viz., year ending March 31,

2024.

APPROPRIATIONS

The Board has proposed to transfer Rs. 100 crores to General Reserve.

OPERATIONS

The Company had registered the following landmarks during the FY 2023-24, in-spite of challenging market conditions.

2^nd highest annual production at 2,40,383 tonnes. (Highest production - 2,41,145 in FY 2022-23).

Highest ever Annual Production in Unit : Erode - 1,65,116 tonnes.

2^nd highest annual sales at 2,23,254 tonnes (Highest sales - 2,40,649 tonnes in FY 2022-23).

2^nd Highest Total Income - Rs. 1853.04 crores (Highest Total Income at Rs. 2113.05 crores in FY 2022-23).

2^nd Highest PAT at Rs. 259.37 crores (Highest PAT at Rs. 386.54 crores in FY 2022-23).

PRODUCTION

During the FY 2023-24, the production at Unit : Erode was 1,65,116 tonnes of paper, as compared to 1,63,909 tonnes, produced in the previous year. 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 most of the critical parts of the Project MDP-III, the annual installed capacity of Paper for Unit : Erode for FY 2022-23 stood augmented to 1,65,000 tonnes. During FY 2023-24, the company's production in Unit : Erode could achieve the annual capacity of 1,65,000 MT.

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.

Capacity Utilisation in Unit : Erode stood at 100 % in FY 2023-24 and the same was 83.6 % in Unit : Tirunelveli in FY 2023-24. Unit : Erode also produced 28,562 tonnes of Wet Lap Pulp during FY 2023-24, (Previous Year 35,577 tonnes) to augment the Pulp requirements of Unit : Tirunelveli.

Unit : Tirunelveli produced 75,267 tonnes of Paper during the FY 2023-24, as compared to 77,236 tonnes, produced in the previous year. Overall Production during the current period was lower on account of (i) planned maintenance activities, mostly in first half of the current year.

(ii) outages in Recovery and Power Boilers in the first half of the year, affecting pulp and paper production and

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

SALES

During the FY 2023-24, company registered an overall sales of 2,23,254 tonnes of Paper (Previous year : 2,40,649 tonnes).

In addition, as part of its trading activity, the Company sold during FY 2023-24, petroleum products valued at Rs. 26.47 crores (Previous

Year: Rs. 24.96 crores) and Note Books valued at Rs. 0.84 crores (Previous Year :

Rs. 3.82 crores).

The Company could achieve ZERO Stock of Finished Goods in Unit :Tirunelveli as on March 31, 2024 (Stock of Finished Goods in Unit : Tirunelveli as on 31.03.2023 - NIL).

The Company had a finished goods inventory of 15,315 tonnes as on 31.03.2024 in Unit : Erode (Stock of Finished Goods in Unit : Erode as on 31.03.2023 - NIL).

PROFITABILITY

Revenue from Operations of the Company for the year was Rs. 1801.56 crores, as against

Rs. 2082.53 crores, in the previous year.

Profit before interest, depreciation, exceptional item and tax (EBIDTA) was

Rs. 391.35 crores, for the Company as a whole in FY 2023-24, compared to Rs. 564.58 crores, in the previous year.

After absorbing finance costs and depreciation of Rs. 2.14 crores and Rs. 43.81 crores respectively, the Profit before tax (PBT) was

Rs. 345.40 crores in FY 2023-24, as compared to

Rs. 516.14 crores, in the previous year.

The fall in net profit during FY 2023-24 compared to corresponding period of previous year is mainly due to: in the cost of wood, a Significant key input material for the company. Wood procurement prices almost doubled during the year.

Reduction in the average realisations in the export market.

Reduction in average realisation in Domestic Market due to intense competition from Imported Paper, available at Cheaper prices. Lower production and sales volumes, particularly in the first 2 quarters

Impacts from the above were partially negated by reduction in prices of imported Coal, imported pulp, waste paper and chemicals.

For the year ended 31^st March 2024, current tax liability works out to Rs. 86.30 crores, as against a liability of Rs. 129.94 crores in the previous year.

The Deferred Tax liability amounted to

Rs. (-) 0.27 crores for the year ended 31^st March 2024, as against Rs. (-) 0.34 crores in the previous year.

As a result, profit after tax for the year ended March 31, 2024 was Rs. 259.37 crores, as compared to Rs. 386.54 crores, in the previous year.

FINANCE

The Company doesn't have any Term Loan outstanding as on 31.03.2024. (Debt Position as on March 31, 2023 was NIL). The Company did not have any installments of Term Loans and interest (on Working Capital borrowings), due for payment during the year.

Fund Based Working Capital limits availed in the form of "Export Packing Credit" and outstanding as on 31.03.2024 - Rs. 21.0 crores. [NIL as on 31.03.2023].

The market conditions were favourable and buoyant for most varieties / grades of Writing & Printing (W&P) during the entire FY 2022-23. However, effective May 2023, the Domestic Paper market had turned adversely due to : (i) Increased availability of Imported Paper from China, Indonesia and other Asian countries, at Cheaper Prices in the Indian market.

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

Both these factors contributed to significant reduction in the prices of Paper during the year. Price reduction were seen almost every month from May 2023. Domestic Paper mills had to drop prices to liquidate their production and inventory. Though the overall consumption levels of Paper in Domestic Market remained stable, prices have dropped significantly during the thereby affecting the margins of the Indian Paper Mills in the FY 2023-24 compared to an extremely favourable and buoyant

FY 2022-23.

The Domestic market condition was unusually poor even during the peak season (i.e. Dec-Mar) in this FY 2023-24. This kind of extremely challenging market conditions during peak seasons, attributable largely to cheaper imports, is normally not noticed. The International market for Paper, which remained extremely buoyant by end of calendar year 2022, had seen severe pricing pressures by the end of Q4 of previous year, with the reduction in International Pulp Prices and Ocean Freight Charges. This had continued in to FY 2023-24 as well. 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.

Domestic market conditions are expected to remain challenging at-least untill the first 2 quarters of the FY 2024-25 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. With fear of possible recession in some of the key developed 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

18 months and this trend is expected to continue.

EXPORT PERFORMANCE

The export volumes represented 12.2% of the production during FY 2023-24 (This stood at 16.2 % during the FY 2022-23). Due to pressure on realisations in

FY 2023-24 and reduction in export volumes, the overall export sales in value terms stood at Rs. 216.8 Crs for FY 2023-24 vs Rs. 379.84 Crs in FY 2022-23, thereby registering a de-growth of 43.0% in value terms.

The total export proceeds in US $ stood at US $ 27.29 Mnfor the year 2023-24, compared to US $ 46.65 Mn in previous year).Export Sales in currencies other than US$ during FY 2023-24 - NIL (Sales in Previous year : EURO Mn 0.11& AED 1.82 Mn).

TREE FARMING ACTIvITY:

The Company continues to provide quality Clonal Seedlings of Eucalyptus, for the Energyas 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 twenty 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 24,764 acres of land. (Previous Year : 22,502 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 the year, the company secured

Management System certificate under Standard ISO 50001 : 2018.

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 is eligible for ESCerts (Energy Saving Certificates).

The Company has to its credit 16,111 ESCerts as on March 31, 2024. ESCerts sold during the FY 2023-24 – 4,946 Nos. (Previous Year –501 Nos.)

AWARDS

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

- Excellent Energy Efficient Unit for FY

2022-23 by CII - 6^th consecutive year.

- National Energy Leader Award for FY 2022-23 by CII - 4^th consecutive year.

- CAPEXIL Export Excellence Award for

4 years from 2018-2022.

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. The Company's status was upgraded to "3-Star Export House" in Oct-2023.

DEPOSITORY SYSTEM

As on March 31, 2024, 24,359 Shareholders are holding Shares in Demat form and 5,32,52,048 shares have been dematerialised, representing 84.44% 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 and the company had remitted the entire bid value of Rs. 105.0 crores in the month of October 2022.

The e-auction was for sale of assets of M/s.Servalakshmi Paper Limited (In Liquidation) (Corporate debtor) on a Going Concern basis, without liabilities, on "As is where is basis", "As is what is basis", "Whatever there is basis" and "Without any recourse 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 filedby 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 has Issued Sale Certificate dated 24.05.2023 and has 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 and the company remitting additional Rs. 2.0 crores as per the directions in the said NCLT order.

Appeals challenging the aforesaid Hon'ble

NCLT's Order have been filed in Hon'ble NCLAT, which are pending.

MILL DEvELOPMENT PLAN - Iv

The company had originally submitted application with Ministry of Environment, Forests and Climate Change (MoEF & CC) seeking Environmental Clearances (EC) for project Mill Development Plan – IV (MDP – IV) in Company's manufacturing facility in Erode, for increasing the pulp and paper capacities by 40%.

In accordance with the feedback received from Expert Appraisal Committee (EAC) of MoEF

& CC, the company now proposes to make a fresh application for EC for expansion up to 20% as Phase-I. Further expansion upto 40% as

Phase-II will be done on successful completion of phase-I since the company had sought exemption from fresh public consultations.

The final approval for the revised scope, timelines and cost for various phases of Project Mill Development Plan – IV (MDP-IV) at Unit : Erode, shall be granted by the Board of Directors, after detailed review of the techno-economic feasibility report for the project, subject to the Company obtaining the requisite approvals from concerned authorities for the revised Phase-I expansion by 20%.

CURRENT YEAR (2024-25)

The Company continues to face pricing pressure from increased availability of Imported Paper at Cheaper Prices and this trend is expected to continue in FY 2024-25.

Further, the wood prices continue to remain high and the coal prices have started to increase, 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.

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 RESPONSIBILITY AND 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 new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR). Top 1000 companies based on Market Capitalisation as per NSE / BSE as on March 31 of every Financial Year, are required to have "Business Responsibility & Sustainability Report" (BRSR) as part of their Boards' Report.

This Regulation is mandatorily applicable to our Company.

The Company has drafted the Business Responsibility and Sustainability Report for FY 2023-24, in line with the format prescribed by SEBI, 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 2023-24 will be placed on the website of the Company (www.spbltd.com) after conclusion of the 64^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, 2024 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 35,095 equity shares of M/s High Energy Batteries (India) Limited at a total cost of

Rs. 1.96 crores, from Open Market.

The only other investment made by the Company pertains to Rs. 107.0 crores paid by the Company (Rs.105.0 crores in 2022-23 and Rs. 2.0 crores in FY 2023-24) for acquisition of assets of M/s. Servalakshmi Papers Limited (Corporate Debtor under Liquidation), as a going concern, which is treated as "Other Non Current Assets" in the audited balance sheet of the company as at 31.03.2024, since appeals challenging the

Hon'ble NCLT's Order (approving the e-auction sale in favour of the Company) have been filed in

Hon'ble NCLAT, which are pending.

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 2024 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, the Board has constituted a CSR Committee 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

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

During the FY 2023-24, the Board appointed:

1. Mr S. Durgasankar, as an Independent Director on the Board at its meeting held on 04^th November 2023, on the recommendation of the Nomination and Remuneration

Committee, for a term of fiveconsecutive years effective 04^th November 2023. The shareholders have approved his appointment by way of special resolution through postal ballot on 13^th December, 2023 2. Mrs S. Sheela Balakrishnan, IAS (Retd) as an Independent Director on the Board at its meeting held on 20^th January, 2024, on the recommendation of the Nomination and

Remuneration Committee, for a term of five consecutive years effective 20^th January, 2024.

The shareholders have approved her appointment by way of special resolution through postal ballot on 6^th March, 2024 During the FY 2023-24, the Board also reappointed: Mr Mohan Verghese Chunkath, IAS (Retd), as an Independent Director on the Board at its meeting held on 20^th January, 2024, on the recommendation of the Nomination and Remuneration Committee, for the second consecutive term of five years effective 01^st April, 2024. The shareholders have approved his re-appointment by way of special resolution through postal ballot on 06^th March, 2024.

The second term of Independent Directorship of Mr. S. Narayan, IAS (Retd) and Mr. V. Sridar ended on 31^st March, 2024. Your Directors place on record the valuable services rendered by Mr. S. Narayan and Mr. V. Sridar during their tenure as Independent Directors 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.

OTHER KEY MANAGERIAL PERSONNAL

Mr. B.S. Raj Kiran, Company Secretary, resigned and vacated the position of Company Secretary on May 18, 2023. During the interim period from May 18, 2023 to August 14, 2023, Mr. S. Srinivas, CFO, held the role of Compliance

Officer of the Company.

Subsequently, Mr. K. Narayanan has been appointed as the Company Secretary and

Compliance Officer of the Company, effective from August 14, 2023.

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.