Directors Report of Three M Paper Boards Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 36^th Annual Report together with the
Audited Financial Statements of your Company for the financial year ended March
31, 2025.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year under review compared with
the previous financial year is as under:

PARTICULARS	STANDALONE
	2024-2025	2023-2024
Revenue from Operations (Gross)	26553.41	27,223.48
Earnings before interest, depreciation and taxation (EBITDA)	2491.88	2,706.88
Finance Costs	618.58	746.40
Depreciation	667.48	661.91
Profit before Tax (PBT)	1205.82	1,298.57
Tax expenses	206.51	172.38
Profit after Tax (PAT)	999.31	1,126.19

COMPANY PERFORMANCE AND STATE OF AFFAIRS

During FY 2024-25, your Company continued to focus on manufacturing of Duplex
Boards using 100% recycled waste paper.

• Production & Sales: During the year, the Company achieved a production of
73,043 MT as against 70.182 MT in the previous year, representing a capacity
utilization of around 101% based on the installed capacity of 72,000 MT. The
installed capacity has subsequently been enhanced to 1,08,000 MT from the
financial year FY 2025-26 During the year under consideration, the revenue
decreased to ? 26,553.41 as against ? 27,223.48 in the previous year.

• Market Conditions: The Duplex Board market witnessed volatility due to
fluctuations in waste paper prices, global pulp costs, freight charges and
demand-supply mismatches.

• Domestic Sales: Packaging demand from FMCG, pharma, food & beverages
and e-commerce sectors supported steady domestic growth.

• Exports: Export performance was moderated due to freight costs and
international currency fluctuations, though selective high-value markets were
serviced.

• Operational Efficiency: The Company implemented energy conservation
projects, upgraded process controls and optimized raw material procurement,
resulting in better cost efficiency.

Overall, despite challenges, the Company maintained profitability and strengthened
its market presence.

RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit
and loss account.

DIVIDEND

In view of the need to conserve resources for future business requirements and
growth, your Directors have not recommended any dividend for the financial year
2024-25.

CHANGES IN SHARE CAPITAL

During the year under the review there was no change in Authorised Share Capital
Capital. As on March 31, 2025 the Authorised Share Capital of the Company is ? 2500
Lakhs. During the year under review On July 18, 2024, the Company has issued and
allotted, 57,72,000 Equity Shares of face value of ? 10/- each fully paid at ? 69/-
(Rupees sixty-Nine only) per share (including securities premium of ?59/ - (Rupees
Fifty-Nine Only) under Initial Public Offer ("IPO") as approved by the regulatory
authorities and the issue opened for subscription on July 12, 2024 and closed on July
16, 2024.

As on March 31, 2025 all the Equity Shares of the Company were traded in electronic
form as all the Equity Shares are held in Dematerialized Form.

The Company has not issued any Equity Shares with differential voting rights, sweat
equity shares, employee stock option and did not purchase its own shares. Hence
there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule
12(9) and Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014 and
Section 62 of Companies Act, 2013.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013, the
cash flow statement for the year ended 31st March, 2024 is included in the annual accounts.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the year under review, no amount towards the unclaimed dividends was
required to be transferred to the Investor Education and Protection Fund established
by the Central Government in accordance with section 125 of the Companies Act, 2013
("the Act").

Pursuant to the provisions of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules 2016 ("IEPF Rules"), as amended
from time to time, the shares on which dividend remains unpaid / unclaimed for
seven consecutive years or more shall be transferred to the Investor''s Education and
Protection Fund (IEPF). During the year under review, the Company has not
transferred any equity share to the IEPF.

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in nature of Business of Company
and no changes were made to Main Object of Memorandum of Association.

SUBSIDIARY AND ASSOCIATE OF THE COMPANY

The Company does not have any subsidiary as on March 31, 2025. In view of this fact,
provisions of Section 129 (3) of the Act and Regulation 34 (2)(b) of Listing Regulations,
2015 are not applicable to the Company as on March 31, 2025 and hence the prescribed
form AOC-1 is not annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis
Report for the year under review is presented in a separate section, forming an integral part
of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2016, the Company is not required
to prepare Dividend Distribution Policy.

DETAILS OF EMPLOYEE STOCK OPTIONS

The Company does not have any Employee Stock Option Scheme/ Plan.

ANNUAL RETURN

In accordance with the provisions of the Act, the Annual Return of the Company for
the year ended 2024-25 is hosted on website of the Company at:
www.threempaper.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of Six (6) directors of which Two (2) are Whole Time Directors;
One (1) is Managing Director; Three (3) are Independent Directors as on March 31,
2025. During the financial year 2024-2025 under review the Company has received
Form DIR-8 from all Directors as required under the provisions of Section 164(2) of
the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014 that none of the Directors of your Company is disqualified to
hold office as director as per provision of Section 164(2) of the Companies Act, 2013
and debarred from holding the office of a Director pursuant to any order of the SEBI
or any such authority in terms of SEBI''s Circular No. LIST / COMP/14/2018-19 dated
20th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of
Directors by Listed Companies". The Directors of the Company have made necessary
disclosures, as required under various provisions of the Companies Act, 2013 and
SEBI LODR, 2015.

C omposition of the Board as on 31 March 2025

DIN	Name of Director	Category of Directors
00448925	Mr Hitendra Dhanji Shah	Chairman and Whole Time Director
00457076	Mrs Prafulla Hitendra Shah	Whole Time Director
01874177	Mr. Rushabh Hitendra Shah	Managing Director
10452692	Mrs. Jigna Ravilal Dedhia Shah	Women Independent Director
07325904	Mr. Ashok Kumar Bansal	Independent Director
10303831	Mrs. Feni Jay Shah	Women Independent Director

During the year following changes took place in the KMP of the Company.

Mr Dhiren Chheda Chief Financial Officer of the Company has resigned with effect from June
28, 2024.

Mr. Krunal Waghela was appointed as Chief Financial Officer of the Company with effect
from June 28, 2024.

Ms. Sneha Shah Company Secretary & Compliance Officer has resigned with effect
from September 23, 2024.

Ms. Mittal Mehta was appointed as Company Secretary & Compliance Officer with
effect from October 7, 2024.

Retirement of Director by Rotation

Mrs. Prafulla H. Shah, Whole Time Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting, as per the provisions of the
Companies Act, 2013 and being eligible, offered herself for reappointment.

A detailed profile of Mrs. Prafulla H. Shah, Whole Time Director along with additional
information required under Regulation 36(3) of the Listing Regulations and Secretarial
Standard on General Meetings is provided separately by way of an Annexure to the
Notice of the AGM.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance and as well as
that of its Committees and Directors, including the Chairman of the Board as per the
requirements as specified in the guidance note issued by the Securities Exchange
Board of India (SEBI) and the provisions of the CompaniesAct,2013. The performance
evaluation exercise was carried out through a structured evaluation process (by
circulation of detailed evaluation matrix to all the Directors and was reviewed &
confirmed by each Director) covering various aspects of the functioning of the Board
and Committees such as their composition, experience & competencies, performance
of specific duties &obligations, governance issues etc. NRC reviewed the performance
of individual Directors on the basis of criteria as specified in the Guidance note and in
a separate meeting of independent directors, performance of Non-Independent
Directors and the Board as a whole was evaluated. The above evaluations were then
discussed in the Board meeting and performance valuation of Independent directors
was done by the entire Board, excluding the Independent Director being evaluated
and the Board was satisfied with their performances, which reflected the overall
engagement of the Board, Committees and the directors with the Company.

Number of Meetings of the Board of Director''s

There were 10 (Ten) meetings of the Company''s Board of Directors during the
financial year 2024-25 such that the intervening gap between the Board Meetings was
within the period prescribed under the Companies Act, 2013 (the Act) and Regulation
17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations). Details of the meetings are given below:

Sr no	Date of meeting	No. of directors entitled to attend the meeting	Attendance
			No of directors present at the meeting	% of Attendance
1.	23rd April, 2024	6	6	100
2.	28th June, 2024	6	6	100
3.	1st July, 2024	6	6	100
4.	11th July, 2024	6	6	100
5.	18th July, 2024	6	6	100
6.	6th August, 2024	6	6	100
7.	5th September, 2024	6	6	100
8.	4th October, 2024	6	6	100

9.	13th November, 2024	6	6	100
10.	24th February, 2025	6	6	100

Attendance of Directors in the Meeting

Name	Category	No. of Board Meetings Attended during the Financial Year
Ms. Prafulla Hitendra Shah	Whole time director	10
Mr. Rushabh Hitendra Shah	Managing director	10
Mr. Hitendra Dhanji Shah	Whole time director	10
Ms. Feni Jay Shah	Independent Director	10
Ms. Jigna Shah	Independent Director	10
Mr. Ashok Kumar Bansal	Independent Director	10

COMMITTEES OF BOARD

In terms of the SEBI Listing Regulations and the provisions of the Companies Act,
2013, our Company has constituted the following committees of our Board:

Audit Committee:

The Company has constituted an Audit Committee ("Audit Committee"), vide Board
Resolution dated January 11, 2024 as per the applicable provisions of the Section 177
of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The
composition of Audit Committee as on March 31, 2025 is as follows:

Name, Category and Designation

1. Ms. Feni Shah - Non-Executive Independent Director, Chairperson

2. Mr. Ashok Bansal - Non-Executive Independent Director, Member

3. Ms. Jigna Shah Non-Executive Independent Director, Member

The Company Secretary of our Company shall act as a Secretary to the Audit
Committee. The Chairman of the Audit Committee shall attend the Annual General
Meeting of our Company to answer shareholder queries.

The primary role of the Audit Committee includes overseeing the financial reporting
process, ensuring the accuracy and credibility of financial statements, reviewing the
appointment and remuneration of auditors, monitoring related party transactions,
and assessing internal controls and risk management systems. The Committee also
scrutinizes inter-corporate loans, evaluates internal audit functions, and ensures
compliance with legal requirements related to financial statements. The Company
Secretary of the Company is also the secretary of the Audit Committee.

The scope and terms of reference of the Audit Committee is in accordance with the
Act and the SEBI (LOBR) Regulations, 2015. The Terms of reference of the Committee
can be accessed at www.threempaper.com.

Following is the detail of the attendance of each of the members of the Audit
Committee at its Meeting held during the year under review:

Sr. No.	Date of Meeting	Total No. of Members as on date of meeting	Attendance
			No. of Members attended	% of Attendance
1.	28th June, 2024	3	3	100
2.	1st July, 2024	3	3	100
3.	5th September, 2024	3	3	100
4.	13 th November, 2024	3	3	100
5.	24th February, 2025	3	3	100

Stakeholders Relationship Committee

The Company has constituted the Stakeholders Relationship Committee as per the
applicable provisions of the Section 178 of the Companies Act, 2013 and Regulation 20
of SEBI Listing Regulation, 2015 vide Resolution dated January 11, 2024. The
composition of Stakeholders Relationship Committee as on March 31, 2025 is as
follows:

Name, Category and Designation

1. Ms. Jigna Shah - Non-Executive Independent Director, Chairperson

2. Mr. Ashok Bansal - Non-Executive Independent Director, Member

3. Mr. Rushabh Shah - Managing Director, Member

During the Financial Year, 1 (One) stakeholder Relationship Committee meetings
was held.

Sr. No.	Date of Meeting	Total No. of Members as on date of meeting	Attendance
			No. of Members attended	% of Attendance
1.	13th November, 2024	3	3	100

Nomination and Remuneration Committee

The Company has constituted the Nomination and Remuneration Committee, vide
Board Resolution dated January 11, 2024 as per the applicable provisions of the Section
177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The
Nomination and Remuneration Policy of the Company contains the guidelines on
Directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters
provided under Section 178(3), which can be accessed at www.threempaper.com.

The composition of Nomination and Remuneration Committee as on March 31, 2025
is as follows:

Name, Category and Designation

1. Mr. Ashok Bansal - Non-Executive Independent Director, Chairman

2. Ms. Feni Shah - Non-Executive Independent Director, Member

3. Ms. Jigna Shah - Non-Executive Independent Director, Member

During the year under review, the Nomination and Remuneration Committee met 4
(Four) times namely as mentioned in table below. Following is the detail of the
attendance of each of the members of the Nomination and Remuneration Committee
at its Meeting held during the year under review:

Sr. No.	Date of Meeting	Total No. of Members as on date of meeting	Attendance
			No. of Members attended	% of Attendance
1.	28th June, 2024	3	3	100
2.	06th August, 2024	3	3	100
3.	04 th October, 2024	3	3	100
4.	24th February, 2025	3	3	100

Executive Committee of Board

In order to enhance operational efficiency and facilitate expeditious decision-making
on routine and time-sensitive matters, the Board of Directors, on the recommendation
of the Nomination and Remuneration Committee, constituted an Executive
Committee of the Board (ECB) with effect from 24th February, 2025.

The ECB comprises a mix of Executive and Independent Directors, supported by the
Company Secretary as Secretary to the Committee. The Committee has been entrusted
with such powers and responsibilities as may be delegated by the Board from time to
time, subject to applicable laws and regulations. The constitution of the ECB is
expected to strengthen the governance framework of the Company and assist the
Board in discharging its functions more effectively.

The composition of Nomination and Remuneration Committee as on March 31, 2025
is as follows:

Name, Category and Designation

1. Mr. Rushabh Shah - Managing Director, Chairman

2. Mr. Hitendra Dhanji Shah - Whole Time Director , Member

3. Ms. Feni Shah - Non-Executive Independent Director, Member
There were No Committee Meeting held during the year 2024-25.

GENERAL SHAREHOLDER INFORMATION

Annual General Meeting ("AGM")	Monday, September 29, 2025 at 3.00(IST)
Financial Year	In accordance with the General Circular issued by the MCA on May 5, 2022 read with General Circular dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 14, 2021, May 05, 2022, December 28, 2022 and September 25, 2023 the AGM will be held through VC/OAVM only
Listing on stock exchanges	July 22, 2024
Stock code	544214
Book Closure	Friday, September 26, 2025 to Sunday, September 28, 2025 (both days inclusive)
Registrar and Share Transfer Agent (RTA)	Bigshare Services Private Limited Office No. S6-2, 6th floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai - 400093 Email id: [email protected]
Financial Year	April to March
Listing on stock exchanges	BSE Limited (BSE) Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001
Address for correspondence:	A 33& 34 Floor 2, Royal Industrial Estate Naigaon Cross Road, Wadala, Mumbai - 400 031. Maharashtra, India. Contact Details: 22-6812 5757

CREDIT RATING

For FY 2024-25, the CARE ratings reaffirmed the ratings of CARE BBB-; stable for long¬
term facilities and CARE A3 for short-term facilities. The ratings took into
consideration the Company''s balanced capital structure and strong liquidity profile
with the availability of surplus liquid investments amidst low debt levels and cushion
in the fund-based working capital limits utilisation.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

Contracts or arrangements with related parties referred to under Section 188 of the
Act, entered into during the year under review, were on an arm''s length basis. No
material contracts or arrangements with related parties were entered into during the
year under review. Accordingly, transactions are being reported in Form AOC-2 in
terms of section 134 of the Act which is annexed as Annexure I to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review neither any loans nor any guarantees were extended to
Company in which Directors are interested, which were covered under Section 186 of
the Act.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company in accordance with the provisions of Section 177 (9) of the Act has
established a robust Vigil Mechanism Policy for Directors and employees to report
genuine concerns to the management viz, instances of unethical behavior, actual or
suspected fraud or violation of the Company''s code of conduct or ethics policy and
assist the Audit Committee. The Directors and employees are encouraged to come
forward and express his/her concern(s) without fear of punishment or unfair
treatment and also to provide avenues to the stakeholders to bring to the attention of
the management, the concerns about behaviours employees that raise concerns
including fraud by using the mechanism provided in the Whistle Blower Policy.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on
the website at www.threempaper.com.

STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and relevant provisions of
Listing Regulations, the Company has adopted Risk Management Policy for
identification and implementation of Risk Mitigation Plan for the Company. The
Company has laid down appropriate procedures to inform the Board about the risk
assessment and minimization procedures. The Board periodically revisits and reviews
the overall risk management plan for making desired changes in response to the
dynamics of the business.

The Risk Management Policy of the Company is available on the website at
www.threempaper.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

No significant or material order was passed during the year under review by any
regulators, courts or tribunals impacting the going concern status of the Company or
its future operations. The Company has not filed any application or no proceeding is
pending against the Company under the Insolvency and Bankruptcy Code, 2016,
during the year under review.

MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

The Board is pleased to inform that during the year under review, the Company
successfully completed its Initial Public Offering (IPO) and got listed on the BSE SME
Platform of BSE Limited. The equity shares of the Company were listed and admitted
to dealings on the BSE SME Exchange with effect from July 22, 2024.

This milestone marks a significant achievement in the Company''s journey and
provides a strong foundation for future growth, improved visibility, enhanced
corporate governance, and access to capital markets. The Board expresses its gratitude
to all stakeholders, including investors, regulatory authorities, and advisors, for their
continued support and confidence in the Company.

CHANGE OF NAME

During the year under review the name of the Company has not been changed.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORK PLACE

The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, to
redress complaints received regarding sexual harassment. The Company has in place
a policy in line with the requirements of the said Act. The policy formulated by the
Company for prevention of sexual harassment is available on the website of the
Company at www.threempaper.com.

During the year under review, nil complaint with allegations of sexual harassment
was received by the Company.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women
employees. All eligible women employees are provided with maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including paid maternity leave,
nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies
are in place to uphold the spirit and letter of the legislation.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration of independence, stating
that:

a. They continue to fulfill the criteria of independence provided in Section 149 (6)
of the Act along with Rules framed thereunder and Regulation 16(1)(b); and

b. There has been no change in the circumstances affecting his/ their status as
Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the
Company''s Code of Conduct. In terms of Section 150 of the Act and Rules framed
thereunder, the Independent Directors have also confirmed their registration
(including renewal of applicable tenure) and compliance of the online proficiency self¬
assessment test (unless exempted) with the Indian Institute of Corporate Affairs
(IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules,
2014 that the Independent Directors are persons of high repute, integrity and possess
the relevant expertise and experience in their respective fields.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors are regularly informed during meetings of the Board and
Committees on the business strategy, business activities, manufacturing operations,
updates on the drone industry, and regulatory updates. The Directors when they are
appointed are given a detailed orientation on the Company, industry, strategy,
policies and Code of Conduct, regulatory matters, business, financial matters, human
resource matters, and Corporate Social Responsibility initiatives of the Company. The
details of familiarization programs provided to the Directors of the Company is
available on the website of the Company at www.threempaper.com.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The policy on Director''s appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Director, and other
matters forms part of report on Corporate Governance. The detailed policy is available
on the Company''s website at: www.threempaper.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors report that:

(a) in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material
departures;

(b) it has selected such 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 or loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

(d) the annual accounts are prepared on a going concern basis;

(e) proper internal financial controls are in place and that such internal financial
controls are adequate and are operating effectively; and

(f) systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
containing the disclosures pertaining to remuneration and other details as required
under the Act and the above Rules are provided in the Annual Report. The disclosures
of Median Employee''s Remuneration (MRE) as specified under Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed to this Report as Annexure II.

STATUTORY AUDITORS

M/s. Piyush Kothari & Associates, Chartered Accountants, the present Statutory
Auditors ("Auditors") of the Company. The Auditors were initially appointed as
Auditors of the Company for one term of five years i.e. till the conclusion of 40^th AGM.

The Auditors'' Report for the financial year 2024-25 does not contain any qualification,
reservation, adverse remark or disclaimer. The Statutory Auditors have not reported
any incident of fraud to the Audit Committee of the Company during the financial
year 2024-25.

SECRETARIAL AUDITOR

M/s. Hiren Gor & Associates, Company Secretaries, Mumbai were appointed as
Secretarial Auditor of the Company to conduct secretarial audit pursuant to the
provisions of Section 204 of the Companies Act, 2013.

The secretarial audit of the Company has been conducted on a concurrent basis in
respect of the matters as set out in the said rules and Secretarial Audit Report given
by Hiren Gor & Associates, Company Secretaries, Mumbai, Secretarial Auditors of the
Company forms part of this report and is marked as Annexure-''III''.

There are no qualifications, reservations or adverse remarks made by Hiren Gor &
Associates, Company Secretaries, Mumbai Secretarial Auditor of the Company, in
their report.

COST AUDITORS AND MAINTENANCE OF COST RECORDS

Your Company has maintained cost accounts and cost records to the extent provisions
under Section 148 of the Companies Act, 2013, were applicable. Your Directors have
re-appointed Ms. Ketiki D. Visariya, Cost Accountants as Cost Auditors of the
Company for the financial year 2025-26. A resolution seeking approval of the
shareholders for ratifying remuneration payable to the Cost Auditors for FY 2025-26
is provided in the Notice of the ensuing AGM. In this regard, your Directors
recommend passing of Ordinary Resolution.

Cost accounting records for the financial year under review were maintained as per
the Companies (Cost Records and Audit) Rules, 2014. Ms. Ketiki D. Visariya Cost
Accountants were appointed as Cost Auditors of the Company to audit the Cost
Records for the year ended March 31, 2025. The Cost Audit Report for the year ended
March 31, 2025 will be filed within the due date.

INTERNAL AUDITOR

The Company has appointed M/s. Kunder D''mello & Associates, Chartered
Accountants, Mumbai (FRN: 130093W) as Internal Auditor for the financial year 2024¬
2025.

BOARD''S COMMENT ON THE AUDITORS'' REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to
accounts and other accounting policies are self-explanatory and do not call for any further
comment.

PUBLIC DEPOSITS

During the year under review, the Company has not invited, accepted or renewed any
deposits under chapter V of Companies act, 2013.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has designed and implemented a process driven framework for
Internal Financial Controls (''IFC'') within the meaning of the explanation to Section
134(5)(e) of the Act. For the year ended March 31, 2025, the Board is of the opinion that
the Company has sound IFC commensurate with the nature and size of its business
operations and operating effectively and no material weaknesses exist. The Company
has a process in place to continuously monitor the same and identify gaps, if any, and
implement new and / or improved controls wherever the effect of such gaps would
have a material effect on the Company''s operations. During the year, no reportable
material weakness was observed.

COMPLIANCE OFFICER

The Compliance Officer of the Company is Ms. Mittal Mehta who is the designated
Company Secretary of the Company.

CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI(LODR) Regulations, 2015, the Compliance with
respect to the Corporate Governance provisions shall not apply in respect of the
following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding ?.10 Crore and
Net Worth not exceeding ?.25 Crore, as on the last day of the previous Financial
year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence
compliance with the provision of Corporate Governance shall not apply to the
Company and it does not form the part of the Annual Report for the Financial Year
2024-2025.

DISCLOSURES AS PER SCHEDULE V PARA A (2A) OF THE SEBI (LODR)
REGULATIONS, 2015

In accordance with Regulation 34(3) read with Schedule V Para A (2A) of the SEBI LODR,
2015 the additional disclosure relating to disclosure of transactions of the listed entity with
any person or entity belonging to the promoter/ promoter group which holds 10% or more
shareholding in the Company are already provided in the financial statements of the
Company.

SECRETARIAL STANDARDS

During the year under review, the Company has generally complied with applicable
Secretarial Standards issued by the Institute of the Company Secretaries of India.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations 2015") and amendments
thereto, the Board has adopted the Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information. The trading window is closed
during the time of declaration of results and occurrence of any material events as per
the code. Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading by Designated Persons in accordance with the requirements of
the SEBI (Prohibition of Insider Trading) Regulation, 2015 which is available on our
website at the https:/ /www.threempaper.com/

Further, as per the provisions of Regulation 3 of SEBI PIT Regulations 2015 the
structured digital database (SDD) is maintained by the Company in the Prohibition of
Insider Trading Archive Compliance Software for the purpose of maintaining record
of UPSI shared with various parties on need to know basis for legitimate purposes
with date and time stamp containing all the requisite information that needs to be
captured in SDD.

WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of Listing Regulations, the Company has obtained
compliance certificate from the Whole -Time Director and Chief Financial Officer.

INSURANCE

All the insurable interest of the Company including Plant & Machinery, Furniture and
Fixtures, Inventory and other insurable interest have been adequately insured.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Information as required to be given under Section 134(3) (m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this
report as Annexure IV.

LISTING FEES

The Equity Shares of the Company are listed on BSE - SME Segment and the Company
has paid the annual listing fees for the year 2024-2025.

STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of
individual Directors, Committees, and of the Board as a whole in accordance with the
formal system adopted by it. Further, the Board also regularly in their meetings held
for various purposes evaluates the performance of all the Directors, committees and
the Board as a whole. The Board considers the recommendation made by Nomination
and Remuneration Committee in regard to the evaluation of board members and also
tries to discharge its duties more effectively. Each Board member''s contribution, their
participation was evaluated and the domain knowledge they bring. They also
evaluated the manner in which the information flows between the Board and the
Management and the manner in which the board papers and other documents are
prepared and furnished.

CSR EXPENDITURE

During the year Company was required to spend an amount of ?15,52,699/ - towards
CSR (Corporate Social Responsibility) and it has spent ?15,55,000/- in Promoting
Education, Promoting Healthcare, Preventive Healthcare etc. which are covered

under Section 135 read with Schedule VII of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The annual report on

Corporate Social Responsibility activities, as required under Sections 134 and 135 of
the Companies Act, 2013 read with (Corporate Social Responsibility Policy) Rules,
2014 is provided in Annexure V which forms the part of this Report.

The Company is not required to constitute a Corporate Social Responsibility Committee as
the amount of expenditure towards CSR activities does not exceed ?50 Lakhs.

The CSR (Corporate Social Responsibility) Policy of the Company is available on the
website at www.threempaper.com.

REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed M/s. Bigshare Services Private Limited as its Registrar
and Share Transfer Agent and executed post IPO Agreement for availing its various
services.

ACKNOWLEDGEMENTS

The Board of Directors is grateful and wish to record its appreciation for the co¬
operation and support of the shareholders of the Company, Bankers of the Company,
clients of the Company and all employees including the workers, staff and
management and all others concerned with the Company''s business.

Your Directors gratefully acknowledge the on-going support and co-operation
provided by Central and State Government, Stock Exchange, SEBI, NSDL, CDSL and
other regulatory bodies.

On behalf of the Board of Directors of
THREE-M-PAPER BOARDS LIMITED

Sd/- Sd/-

Hitendra Dhanji Shah Rushabh Hitendra Shah

Whole Time Director Managing Director

DIN: 00448925 DIN: 01874177

Place: Mumbai
Date: September 5, 2025

---

Mar 31, 2024

The Board of Directors has the pleasure in presenting its 35^th Report along with the Audited Accounts for the year ended March 31,2024.

SUMMARY OF FINANCIAL RESULTS

(IN LAKHS)
PARTICULARS	STANDALONE
	2023-2024	2022-2023
Revenue from Operations (Gross)	27,223.48	32,725.21
Earnings before interest, depreciation and taxation (EBITDA)	2,706.88	2,166.30
Finance Costs	746.40	964.05
Depreciation	661.91	604.69
Profit before Tax (PBT)	1,298.57	597.56
Tax expenses	172.38	(55.38)
Profit for the year	1,126.19	652.94

PERFORMANCE REVIEW

During the year under review, your Company has produced 70,182 MT of Duplex Board as compared to 64,970 MT in previous year against an installed capacity of 72,000 TPA. The Revenue of the Company in 2023-24 decreased to Rs. 27,223,48 Lakhs as against to Rs. 32,725.22 Lakhs in the previous year registering a decline of 17 % over last year. The Profit after Tax for the current year is increased to Rs. 1,126.19 Lakhs as compared to Rs.652.94 Lakhs in the previous year registering an increase of 72%. Your directors continue their endeavour to improve the operations as well as the profitability of the Company in the coming years.

TRANSFERS TO RESERVES

The Company does not propose to transfer any amount to reserves.

STATUS OF THE COMPANY

There is a significant change in the Status of Company. During the year under review, your Company has changed its name from “Three-M-Paper Manufacturing Company Private Limited” to “Three M Paper Boards Private Limited” and a fresh certificate of incorporation was obtained from ROC recording the change in name which was issued on January 1 1, 2024. Subsequently, your Company was converted to a public limited company and the name of your Company was changed to ‘Three M Paper Boards Limited'' and a fresh certificate of incorporation dated January 29, 2024 was issued by the Registrar of Company, Mumbai. The CIN of our Company is U22219MH1989PLC052740.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations'') the Board of Directors of the Company (the ‘Board'') formulated and adopted the Dividend Distribution Policy (the ‘Policy''). The Policy is available on our website at https://www.threempaper.com/company-policies.html

DIVIDEND

To conserve the funds for operations of the Company, the Board does not recommend any dividend on equity shares for the financial year ending on March 31,2024.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013, the cash flow statement for the year ended 31 st March, 2024 is included in the annual accounts.

PUBLIC DEPOSITS

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

There were no unclaimed or unpaid deposits as on 31 st March, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not given any loans, provided any guarantees / securities or made investments that are covered under the provisions of Section 186 of the Companies Act, 201 3 (the “Act”), during the financial year ended 31 st March, 2024

ANNUAL-RETURN EXTRACTS

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed thereunder a copy of the Annual Return has been placed on the Company''s website at https://www.threempaper.com/

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the financial year ended March 31,2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN MARCH 31, 2024 AND DATE OF THIS REPORT

The Company has successfully filed its Draft Red Hearing Prospectus on SME Board of BSE in the Month of March 2024 and has received the in principle approval for the SME IPO in the month of June 2024. The Company had issued Prospectus dated July 18, 2024 for raising funds through the Initial Public Offer (IPO)/Issue of equity shares. Accordingly, the Company had made the IPO through 100% Book building route and raised Rs. 3,982.68 Lakhs by issuing 57,72,000 Equity Shares of Rs. 10 each of the Company for cash at a price of Rs. 69 per Equity share(including Securities Premium of Rs. 59 per Equity share). The total proceeds of IPO were planned with certain objects ,as more particularly stated and described under section titled ''Objects of the Issue'' on Page 76 of the Prospectus, as were considered appropriate and necessary by the management at that point of time.

Except as stated in this Report, there have been no material changes and commitments affecting the financial position of your Company which have occurred between March 31,2024 and the date of this Report.

SHARE CAPITAL

Increase in Authorized Share Capital

The Authorised Share Capital of the Company was increased from 10,00,000 (Ten Lakhs) Equity Shares of Rs.100/- (Rupees Hundred Only) each to 25,00,000 (Twenty five Lakhs) Equity Shares of Rs. 100/- (Rupees Hundred Only) each vide resolution passed in Extra Ordinary General Meeting dated December 26, 2023.

Alteration of Memorandum of Association of the Company

The Company has altered the Clause V of the Memorandum of Association of the Company pursuant to increase in Authorised Share vide resolution passed in Extra Ordinary General Meeting dated December 26, 2023.

Subdivision of Share Capital and Alteration of Memorandum of Association of the Company

The Company has subdivided each equity share of the nominal value of Rs. 100/- (Rupees One Hundred Only) each, into 10 (Ten) equity shares of Face Value of Rs.10/- (Rupees Ten Only) each fully paid and all the equity shares of Rs.100/- (Rupees One Hundred Only) each fully paid of the Company have subdivided accordingly vide special resolution passed in Extra Ordinary General Meeting dated December 26, 2023.

The Company has altered the Clause V of the Memorandum of Association of the Company pursuant to increase in Authorised Share vide resolution passed in Extra Ordinary General Meeting dated December 26, 2023.

The Company has adopted new set of Articles of Association in place of existing Articles of Association vide special resolution passed on March 23, 2024.

Changes in Issued, Subscribed and Paid-up Share Capital during year under review Issue and Allotment of Equity Shares to Mr. Hitendra Shah, against the Conversion of Existing Loan.

The Company has issued and allotted 1,82,480 (One Lakh Eighty Two Thousand Four Hundred Eighty) Equity Shares of Rs. 10/- (Rupees Ten only) each at a price of Rs. 1 37/- (Rupees One Hundred Thirty Seven Only) per share aggregating to Rs. 2,49,99,760/- (Rupees Two Crore Forty Nine Lakhs Ninety Nine Thousand Seven Hundred Sixty Only) to Mr. Hitendra Shah, against the outstanding loan vide Board Meeting dated On December 27, 2024.

Bonus Issue

The Company has issued and allotted 67,32,680 (Sixty Seven Lakhs Thirty Two Thousand Six Hundred Eight) equity shares of Rs. 10/- (Rupees Ten only) each as bonus shares of an aggregate nominal value of Rs. 6,73,26,800/- (Rupees Six Crores Seventy Three Lakhs Twenty Six Thousand Eight Hundred Only), i.e. in the ratio of 1:1 i.e. One Bonus share for every One equity share held, by way of capitalization of free reserves of the Company vide special Resolution passed in Extra Ordinary General Meeting dated January 16, 2024 and allotted shares on February 3, 2024.

Public Issue (IPO)

On July 18, 2024, the Company has issued and allotted, 57,72,000 Equity Shares of face value of Rs.

10/- each fully paid ("Equity Shares”) at Rs. 69/- (Rupees sixty-Nine only) per share (including securities premium of Rs.59/- (Rupees Fifty-Nine Only) under Initial Public Offer (“IPO”) as approved by the regulatory authorities and the issue opened for subscription on July 12, 2024 and closed on July 16, 2024.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Companies profit for financial year ending on 31 /03/2023 exceeded the limits prescribed under Section 135 of the Companies Act, 2013 for undertaking CSR activities, the said provisions have become applicable to the Company from current financial year i.e. 2023-24 and accordingly the Company has adopted a CSR policy in compliance with Section 1 35 of the Companies Act, 2013. Details of the CSR activities as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in the Annual Report as Annexure The Company''s Policy on Corporate Social Responsibility is available on the website of the Company at https://www.threempaper.com/.

The Company is not required to constitute a Corporate Social Responsibility Committee as the amount of expenditure towards CSR activities does not exceed Rs. 50 Lakhs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of Six (6) directors of which Two (2) are Whole Time Directors; One (1) is Managing Director; Three (3) are Independent Directors as on March 31, 2024. During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director as per provision of Section 164(2) of the Companies Act, 201 3 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI''s Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject “Enforcement of SEBI orders regarding appointment of Directors by Listed Companies”. The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 201 3 and SEBI LODR, 2015.

Composition of the Board as on 31 March 2024
DIN	Name of Director	Category of Directors
00448925	Mr Hitendra Dhanji Shah	Chairman and Whole Time Director
00457076	Mrs Prafulla Hitendra Shah	Whole Time Director
01874177	Mr. Rushabh Hitendra Shah	Managing Director
10452692	Mrs. Jigna Ravilal Dedhia Shah	Women Independent Director
07325904	Mr. Ashok Kumar Bansal	Independent Director
10303831	Mrs. Feni Jay Shah	Women Independent Director

During the year following changes took place in the Board of Directors/ KMP of the Company.
Sr. N o	Name of Director/KMP	Designation	Appointment	Date of Change/Appoi ntment	Date of Regularizatio n
1.	Mr Hitendra D Shah	Chairman and Whole-time director	Change in designation	1 1.01.2024	1 1.01.2024

2.	Mrs. Prafulla H Shah	Whole time director	Change in designation	1 1.01.2024	1 1.04.2024
3.	Mr. Ashok Kumar Bansal	Non-Executive Independent Director	Appointment	1 1.01.2024	1 1.01.2024
4.	Ms. Feni Jay Shah	Non-Executive Independent Director	Appointment	1 1.01.2024	1 1.01.2024
5.	Ms. Jigna Ravilal Dedhia Shah	Non-Executive Independent Director	Appointment	1 1.01.2024	1 1.01.2024

Ms. Sneha Shah was appointed as Company Secretary and Compliance Officer of the Company with effect from January 1 1,2024.

Mr Dhiren Chheda Chief Financial Officer of the Company has resigned with effect from June 28, 2024.

Mr. Krunal Waghela was appointed as Chief Financial Officer of the Company with effect from June 28, 2024.

Declaration from Independent Directors on an Annual Basis

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and under Regulation 16(1) of Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The names of all the Independent Directors of the Company have been included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

Retirement of Director by Rotation

Mr. Hitendra Shah, Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, as per the provisions of the Companies Act, 201 3 and being eligible, offered himself for reappointment.

A detailed profile of Mr. Hitendra Shah, Whole Time Director along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Directors, including the Chairman of the Board as per the requirements as specified in the guidance note issued by the Securities Exchange Board of India (SEBI) and the provisions of the CompaniesAct,2013. The performance evaluation exercise was carried out through a structured evaluation process (by circulation of detailed evaluation matrix to all the Directors and was reviewed & confirmed by each Director) covering various aspects of the functioning of the Board and Committees such as their composition, experience & competencies, performance of specific duties &obligations, governance issues etc. NRC reviewed the performance of individual Directors on the basis of criteria as specified in the Guidance note and in a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. The above evaluations were then discussed in the Board meeting and performance valuation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated and the Board was satisfied with their performances, which reflected the overall engagement of the Board, Committees and the directors with the Company.

Number of Meetings of the Board of Director’s

There were fourteen meetings of the Company''s Board of Directors during the financial year 202324 such that the intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013 (the Act) and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). Details of the meetings are given below:

Sr no	Date of meeting	No. of directors entitled to attend the meeting	No of directors present at the meeting
1.	05/05/2023	3	3
2.	24/06/2023	3	3
3.	22/072023	3	3
4.	08/08/2023	3	3
5.	07/09/2023	3	3
6.	30/09/2023	3	3
7.	07/1 1/2023	3	3
8.	01/12/2023	3	3
9.	27/12/2023	3	3
10.	1 1/01/2024	6	6
1 1.	03/02/2024	6	6
12.	26/02/2024	6	6
13.	01/03/2024	6	6
14.	29/03/2024	6	6

Attendance of Directors in the Meeting
Name	Category	No. of Board Meetings Attended during the Financial Year
Prafulla Hitendra Shah	Whole time director	14
Rushabh Hitendra Shah	Managing director	14
Hitendra Dhanji Shah	Whole time director	14

COMMITTEES OF OUR BOARD

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 201 3, our Company has constituted the following committees of our Board:

(A) Audit Committee

The Company has constituted an Audit Committee (“Audit Committee”), vide Board Resolution dated January 1 1,2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The composition of Audit Committee as on March 31,2024 is as follows:

Name, Category and Designation

1. Ms. Feni Shah - Non-Executive Independent Director, Chairperson

2. Mr. Ashok Bansal - Non-Executive Independent Director, Member

3. Ms. Jigna Shah Non-Executive Independent Director, Member

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries.

The primary role of the Audit Committee includes overseeing the financial reporting process, ensuring the accuracy and credibility of financial statements, reviewing the appointment and remuneration of auditors, monitoring related party transactions, and assessing internal controls and risk management systems. The Committee also scrutinizes inter-corporate loans, evaluates internal audit functions, and ensures compliance with legal requirements related to financial statements. The Company Secretary of the Company is also the secretary of the Audit Committee.

The scope and terms of reference of the Audit Committee is in accordance with the Act and the SEBI (LOBR) Regulations, 2015.

(B) Stakeholders Relationship Committee

The Company has constituted the Stakeholders Relationship Committee as per the applicable provisions of the Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulation, 2015 vide Resolution dated January 11, 2024. The composition of Stakeholders Relationship Committee as on March 31,2024 is as follows:

Name, Category and Designation

1. Ms. Jigna Shah - Non-Executive Independent Director, Chairperson

2. Mr. Ashok Bansal - Non-Executive Independent Director, Member

3. Mr. Rushabh Shah - Managing Director, Member

During the Financial Year, no stakeholder Relationship Committee meetings was held.

(C)Nomination and Remuneration Committee

The Company has constituted the Nomination and Remuneration Committee, vide Board Resolution dated January 1 1, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The composition of Nomination and Remuneration Committee as on March 31,2024 is as follows:

Name, Category and Designation

1. Mr. Ashok Bansal - Non-Executive Independent Director, Chairman

2. Mr. Feni Shah - Non-Executive Independent Director, Member

3. Mr. Jigna Shah - Non-Executive Independent Director, Member

During the Financial Year, No Nomination and Remuneration Committee meetings was held.

CREDIT RATING

For FY 2023-24, the CARE ratings reaffirmed the ratings of CARE BBB-; stable for long-term facilities and CARE AA; Stable/ CARE A3 for short-term facilities. The ratings took into consideration the Company''s balanced capital structure and strong liquidity profile with the availability of surplus liquid investments amidst low debt levels and cushion in the fund-based working capital limits utilisation.

REMUNERATION POLICY

The Company has adopted the Nomination and Remuneration Committee Charter which includes the Company''s policy on Directors'' appointment and remuneration besides the criteria for determining the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 201 3 and SEBI Regulations. Pursuant to Section 178(4) of the Companies Act, 2013 and SEBI Regulations, the Company also adopted remuneration policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Executives. The remuneration policy available on Company''s website at https://www.threempaper.com/

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance as well as the evaluation of the working of its Committees. The criteria for performance evaluation of the Board and Committees included aspects such as composition, structure, effectiveness of Board and Committee processes, etc. A separate exercise was carried out to evaluate individual Directors'' performance including that of the Chairman & Managing Director and also the Whole Time Directors, who were evaluated on parameters such as engagement level, contribution, independence of judgment, safeguarding the Company interests and its minority shareholders etc.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(i) In the preparation of the annual accounts for the year ended March 31,2022, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) The Directors have selected such 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 as at March 31,2022 and of the profit and loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) 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, and

(vi) 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.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board has adopted the policies and procedure for ensuring the orderly and efficient conduct of its Business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Internal audit is conducted by qualified financial personnel, which conducts periodic review to maintain a proper system of checks and control.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ASSOCIATES

The Company does not have any subsidiary/Joint Ventures/Associates and hence comments and information as required under section 129 of the Companies Act, 2013 is not applicable and not required.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year ended 31 st March, 2024 is available on the Company''s website and can be accessed https://www.threempaper.com/.

STATUTORY AUDITORS

During the year the existing Statutory Auditors M/s. Jain & Trivedi, Chartered Accountants, (Firm Registration No: 1 13496W) have expressed their inability to continue as Auditors of the Company and hence tendered their resignation. Accordingly, the Company has appointed M/s. Piyush Kothari & Associates, Chartered Accountants (Firm Registration No. 14071 1W), for one year to fill up the casual vacancy caused by resignation of existing auditors.

As M/s. Piyush Kothari & Associates, Chartered Accountants are appointed to fill up the causal vacancy, their term of appointment will expire at the forthcoming Annual General Meeting. Hence the members of the Board of Directors has proposed their appointment as Statutory Auditors of the Company as Statutory Auditors of the Company from the conclusion of 35^th Annual General Meeting to the conclusion of 40^th Annual General Meeting.

Statutory Auditor''s comments on the Annual Financial Statements of the Company for the year ended 31 st March, 2024, are self-explanatory and do not require any explanation as per provisions of Section 1 34(3)(f) of the Companies Act, 201 3.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the Company for the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204(1) of the Companies Act, 201 3, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Hiren Gor & Associates, a firm of Practising Company Secretaries to undertake the secretarial audit of the Company for the financial year 2023-24. Secretarial Audit Report under Section 204( 1) of the Act issued by Messrs Hiren Gor & Associates, Practicing Company Secretaries, in respect of financial year 2023-24 is attached as Annexure - II to this Report.

The Report of Secretarial Auditors does not have any qualifications, reservations or adverse remarks. COST AUDITORS AND MAINTENANCE OF COST RECORDS

Your Company has maintained cost accounts and cost records to the extent provisions under Section 148 of the Companies Act, 2013, were applicable. Your Directors have re-appointed Ms. Ketiki D. Visariya, Cost Accountants as Cost Auditors of the Company for the financial year 2024-25. A resolution seeking approval of the shareholders for ratifying remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the ensuing AGM. In this regard, your Directors recommend passing of Ordinary Resolution.

Cost accounting records for the financial year under review were maintained as per the Companies (Cost Records and Audit) Rules, 2014. Ms. Ketiki D. Visariya Cost Accountants were appointed as Cost Auditors of the Company to audit the Cost Records for the year ended March 31, 2024. The Cost Audit Report for the financial year ended March 31,2023 was filed with the Ministry of Corporate Affairs in October 27, 2023. The Cost Audit Report for the year ended March 31, 2024 will be filed within the due date.

BOARD’S COMMENT ON THE AUDITORS’ REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given below:

(A) CONSERVATION OF ENERGY:

I. Energy Conservation Measures Taken and Steps taken by Company to use alternate source of energy, if any:

a. The Company is self-sufficient in terms of power. Co-generation plant is running good.

b. Training sessions of Shop Floor Workmen had been organized periodically.

c. The Compoany has revamped and re-aligned the existing facilities to optimize power consumption in various power consuming facilities.

d. The Company’s management decided to install Plastic fired low pressure boiler for captive consumption of power and low pressure steam for production.

II. Additional Investments and proposals, if any, being implimented for reduction of energy consumption:

a. Better power factor management across the unit.

b. Identifying and eliminating non-productive energy consumption areas

III. Capital investment on energy conservation equipment’s:

The Company’s management decided to install Plastic fired low boiler and Turbine at a cost of Rs. 700 lakhs during the financial year 2024-25 to achieve optimum energy efficiency under variable load conditions.

(B) TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption:

The latest technology has been adopted in various sections for improving production and quality and suitable efforts has been taken by the engineers to reduce the consumption of chemicals and energy which has helped in price and quality maintenance.

II. The benefits derived as a result of the above: Not applicable

III. In case of imported technology (imported during the last three year reckoned from the beginning of the financial year) - Not Applicable

IV. the expenditure incurred on Research and Development (R&D): NIL

The Company is a manufacturing organization and is not engaged in any major Research & Development activity. However, continuous efforts are made to improve the quality and efficiency and to develop new product/product mix.

(C) FOREIGN EXCHANGE EARNING AND OUTGO:

The foreign exchange earnings: Rs. 5,3 14.57 Lakhs Foreign exchange outgo : Rs. 15,557.76 Lakhs

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

Company has complied with the provisions relating 197 of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company

PUBLIC DEPOSITS

During the year under review, the Company has not invited, accepted or renewed any deposits under chapter V of Companies act, 201 3.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS

The company has not given any loans, provided any guarantees / securities or made investments that are covered under the provisions of Section 186 of the Companies Act, 201 3 (the “Act”), during the financial year ended 31 st March, 2024.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were at arm''s-length basis and also in the ordinary course of business. There were no material significant related party transactions entered into by the Company with the Promoters, Promoter group entities, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

The disclosures on related party transactions are given in in Form AOC-2 and the same forms part of this report as Annexure III.

RISK MANAGEMENT

Pursuant to Section I34(3)(n) of the Companies Act, 2013 and relevant provisions of Listing Regulations, the Company has adopted Risk Management Policy for identification and implementation of Risk Mitigation Plan for the Company. The Company has laid down appropriate procedures to inform the Board about the risk assessment and minimization procedures. The Board periodically revisits and reviews the overall risk management plan for making desired changes in response to the dynamics of the business.

CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI(LODR) Regulations, 2015, the Compliance with respect to the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous Financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the Financial Year 2023-2024.

DISCLOSURES AS PER SCHEDULE V PARA A (2A) OF THE SEBI (LODR) REGULATIONS, 2015

In accordance with Regulation 34(3) read with Schedule V Para A (2A) of the SEBI LODR, 2015 the additional disclosure relating to disclosure of transactions of the listed entity with any person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company are already provided in the financial statements of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has adopted a Whistle Blower Policy dealing with any instance of fraud or any unethical or improper practices. A copy of this policy prescribes adequate safeguards against the victimization of employees who avail the mechanism.

The policy is available on the Company''s website. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company''s website at https://www.threempaper.com/company-policies.html

MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section, forming an integral part of this Annual Report.

GENERAL SHAREHOLDER INFORMATION
Annual General Meeting (“AGM”)	Monday, September 30, 2024 at 3.00(IST)
Financial Year	In accordance with the General Circular issued by the MCA on May 5, 2022 read with General Circular dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 14, 2021, May 05, 2022, December 28, 2022 and September 25, 2023 the AGM will be held through VC/OAVM only
Listing on stock exchanges	|uly 22, 2024
Stock code	544214
Book Closure	Wednesday, September 25, 2024 to Friday, September 27, 2024 (both days inclusive)
Registrar and Share Transfer Agent (RTA)	Bigshare Services Private Limited Office No. S6-2, 6th floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai - 400093 Email id: [email protected]

Financial Year	April to March
Listing on stock exchanges	BSE Limited (BSE) Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001
Address for correspondence:	A 33& 34 Floor 2, Royal Industrial Estate Naigaon Cross Road, Wadala, Mumbai - 400 031. Maharashtra, India. Contact Details: 22-6812 5757

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“SEBI PIT Regulations 2015”) and amendments thereto, the Board has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 which is available on our website at the https://www.threempaper.com/

Further, as per the provisions of Regulation 3 of SEBI PIT Regulations 2015 the structured digital database (SDD) is maintained by the Company in the Prohibition of Insider Trading Archive Compliance Software for the purpose of maintaining record of UPSI shared with various parties on need to know basis for legitimate purposes with date and time stamp containing all the requisite information that needs to be captured in SDD.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India (“ICSI”).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

It has been an endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 (POSH Act) and rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the financial year 2023-24. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under POSH Act.

The Policy is available on our website at https://www.threempaper.com/company-policies.html

WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of Listing Regulations, the Company has obtained compliance certificate from the Whole -Time Director and Chief Financial Officer.

INSOLVENCY AND BANKRUPTCY

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the financial year under review, there has been no incident of one-time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their gratitude for exemplary support and contribution of all the Stakeholders viz. employees, bankers, investors, dealers, suppliers and the Government Departments during the year 2023-24.