7 he Board of Directors hereby present
their 66^th Annual Report and the
Audited Accounts for the year ended
March 31,2026.

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

WORKING RESULTS

DIVIDEND

The Board of Directors recommend payment
of Dividend at ' 2.00 (Rupees Two only)
per Equity Share of face value of ' 2 each,
absorbing a sum of ' 12.61 crores. The dividend,
if declared, shall be paid to those shareholders
whose name appears in the Register of members
as on 10.06.2026, being the record date for the
purpose of dividend.

As per the provisions of the Income Tax Act,
2025, as amended from time to time, read with
the provisions of the erstwhile Income Tax Act,
1961, Dividend Distributed by the Company shall
be taxable in the hands of the shareholders.

As per Ind AS 10, Events after the reporting
period, Proposed Dividend on Equity Shares,
being a non-adjusting event at the Balance
Sheet date, is not recognised as a liability in the
accounts for the year ended March 31,2026. The
same will be recognised in the year of payment,
viz., year ending March 31,2027.

Pursuant to Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Board of directors have
devised a policy on Dividend Distribution. The
said policy is available on the website of the
Company viz., https://www.spbltd.com/investor-
info/policy/index.html

APPROPRIATIONS

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

OPERATIONS

The Company had registered the following
landmarks during the FY 2025-26, in-spite of
challenging market conditions.

Highest ever annual production volumes at
2,48,385 tonnes.

Highest ever annual sales volumes at
2,49,714 tonnes, with highest ever annual
domestic sales volumes at 2,28,955 tonnes.

Highest ever annual Production in
Unit : Erode - 1,75,205 tonnes (Erode unit
operating at 106% of the installed capacity).

After a difficult 9 months in FY 26, company
had strong operational performance in Q-IV
(Jan-Mar’26) with following landmarks.

Highest ever quarterly production at 68,842
tonnes.

Highest ever quarterly sales at 88,696 tonnes.

A good rebound in exports in Q-IV, with
improved exports to US markets.

Reduction in Finished Goods Inventory by
over 50% in Q-IV with FG Inventory coming
down from 39,697 tonnes as on 31.12.2025
to 19,674 tonnes as on 31.03.2026.

PRODUCTION

? During FY26, the production at Unit : Erode
was 1,75,205 tonnes of paper, as compared
to 1,70,426 tonnes, produced in the previous
year, thanks to overall improved operations.
(Average Capacity Utilisation stands at 106%
in FY 26 in Unit-Erode).

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

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

? Unit : Erode also produced 25,294 tonnes of
Wet Lap Pulp during FY26, (Previous Year
26,275 tonnes) to meet, in part, the Pulp
requirements of Unit : Tirunelveli.

? Unit : Tirunelveli produced 73,180 tonnes
of Paper during the FY26, as compared to
76,005 tonnes, produced in the previous
year. (Capacity Utilisation at 81% in FY26 in
Unit-Tirunelveli).

? Erode unit could achieve higher production
and higher Capacity utilisation in FY 26
in-spite of challenging market conditions,
mainly due to overall better performance of
all the paper machines.

? Successful commissioning of an additional
sheeter helped the Erode unit augment its
conversion capacity to supply high realisation
copier products to US market.

? Lower production in TVL unit was mainly due
to unfavourable product mix, following lower
export orders in H1 of FY26 on account of
the US tariff situations.

highest ever annual domestic sales of
2,28,955 tonnes during FY 26.

SALES

? During FY26, company registered an overall
sales of 2,49,714 tonnes of Paper (Previous
year : 2,39,073 tonnes), with sales volumes
growing by 4.5% in-spite of challenging
market conditions.

? In addition, as part of its trading activity,
the Company sold during FY26, petroleum
products valued at ' 28.00 crores (Previous
Year : ' 27.81 crores) and Note Books
valued at ' 1.78 crores (Previous Year :
' 3.06 crores).

? Sales volumes as a % on Production volumes
remained at a favourable 100.5% during the
year (previous year : 97%)

? Domestic Sales Performance

Company could register a strong
domestic sales performance during
FY26, in-spite of continued intense
competition from Cheaper Imports,
mainly due to the product depth offered
by the company and the flexibility and
agility shown by company to tune
product-mix to suit dynamic
marketconditions.

Thanks to its product diversification
strategy and better performance of its
paper machines, company could register

? Export Sales Performance

The export volumes represented 8.4% of
the production during FY26 (This stood at
11.6 % during FY25).

The Company’s exports during FY26
was mainly affected due to disruptions to
Exports to US in H1 of FY26 on account
of the US Tariff related circumstances.

The overall export sales in INR stood at
' 157.86 Crs for FY26 as compared to
' 243.51 Crs in the previous year.

The total export proceeds in US $ stood
at US $ 17.33 Mn for FY26, compared to
US $ 28.81 Mn in previous year.

Export Sales in currencies other than
US$ during FY26 : ' 0.32 crores in INR
(Previous year : NIL).

? Stock of Finished Goods

Better Domestic Sales performance,
particularly in Q-IV of FY 26, helped in liquidation
of inventory in Q-IV, resulting in overall lower FG
inventory as on 31.03.2026 vs. FG Inventory as
on 31.03.2025.

PROFITABILITY

? Revenue from Operations of the Company
for the year was ' 1710.17 crores, as against
' 1754.11 crores, in the previous year.

? Earnings before interest, tax, depreciation
and exceptional item (EBITDA) was
' 145.36 crores, for the Company as a whole
in FY26, compared to ' 181.49 crores, in the
previous year.

? After absorbing finance costs and

depreciation of ' 8.76 crores and ' 44.98
crores respectively, the Profit before tax (PBT)
was ' 91.62 crores in FY26, as compared to
' 127.82 crores, in the previous year.

? The fall in net profit during FY26 compared
to the previous year is mainly due to lower
average realisations per tonne of paper in
both the Domestic & Export Market.

? With exports to US, company’s major export
market, suspended from May’25-Sep’25
on account of US tariff related disruptions,
additional volumes had to be supplied in
to domestic market, which already had
stressed realisations on account of
competition from cheaper imports from
China and Indonesia.

? Accordingly, the impact of drop in realisations
was much steeper than expected and the
successful and significant cost reduction
/ optimisation efforts undertaken by the
company could not offset the impact of drop
in realisations in full. This has resulted in
drop in operating margins during the FY26
as compared to FY 25.

? For the year ended 31^st March 2026, current
tax liability works out to ' 26.22 crores, as
against a liability of ' 24.38 crores in the
previous year (which was net of reversal
' 10.16 crores provisions made for earlier
years but no longer required and reversed in
FY25).

? The Deferred Tax liability amounted to
' (-) 2.38 crores for the year ended
31^st March 2026, as against ' (-) 1.12 crores
in the previous year.

? As a result, profit after tax for the financial
year ended March 31, 2026 was ' 67.78
crores, as compared to ' 104.56 crores in
the previous year.

FINANCE

? The Company did not have any Term Loan
or Working Capital outstanding as on
31.03.2026. The Company did not have
any instalments of Term Loans and interest
thereon, due for payment during the year.

? Fund Based Working Capital limits availed
and outstanding as on 31.03.2026 - NIL.
[' 81.86 crores as on 31.03.2025].

MARKET CONDITIONS

? FY 2025-26 was a transitional year for
India's paper industry, marked by recovering
demand, persistent import pressure, and
global supply-chain volatility.

? Domestic demand continued to grow driven
by e-commerce, FMCG, food delivery,
the ban on single-use plastics and higher
education spending, while the Union
Budget's continued focus on manufacturing
and MSMEs supported allied packaging
demand.

? Cheaper Duty-free Imports from China and
Indonesia continued to be the industry's
biggest pain point. The pressure from
cheaper imports got further accentuated with
confusions arising out of GST 2.0 reforms
announced in Sep’25, wherein the NIL GST
on Paper for Notebooks / Notebooks resulted
in imported paper having 12-15% cost
advantage vis-a-vis paper manufactured in
India.

? After 3 months of market disruption from
GST 2.0 reforms, confusions started wading
off and market operating prices settled only
in Q-IV, though at comparative lower levels
than the prices prior to pre-GST 2.0 reforms.

? Disrupted supply chains globally due to the
tariffs announced by US and the geopolitical
situation prevailing in Middle East market
continued until Q-III to have adverse impact
on Export volumes and realisations. Post
US Supreme Court’s decision on US tariffs,
stability is restored on Company’s export
volumes to US and outlook for this segment
is favourable.

? The escalation of the US-Iran conflict in
early 2026, along with disruptions in Strait
of Hormuz, hurt pulp shipment reliability and
raised freight costs. The global supply chain
volatility has resulted in significant increase
in the cost of imported pulp, waste paper,
chemicals and coal, which is expected to
significantly affect the margins in 1^st half of
FY27.

? The international prices for paper have not
shown any signs of recovery and the drop in
prices from Indonesia and China continue.

? After difficult first 3 quarters, domestic market
sentiments turned favourable in Q-IV with
the notebook season, strengthening global
pulp and paper prices and depreciation of
INR against USD, with last 2 factors making
Paper imports in to India costlier. Even
though volume pick-up was seen over last
4 months, margins continue to be under
pressure.

OUTLOOK

? FY 2026-27 is shaping up to be a year of
recovery and reset for the Indian paper
industry. After two demanding years marked
by margin compression, import surges, and
global supply-chain volatility, multiple drivers
are converging to support stronger volumes,
healthier realisations, and improved
profitability-provided policy support holds and
global pulp markets stabilise as expected.

? Industry forecasters broadly converge on a
6-7% CAGR for paper consumption in FY27.

Packaging and paperboard will continue
to be the dominant engine, supported by
sustained e-commerce growth, rising FMCG
penetration, the structural shift away from
single-use plastics, and quick-commerce-led
demand for corrugated and folding cartons.

? Printing and writing paper is expected to
gain meaningful traction as NEP 2020
implementation deepens, government
education spending scales up, and
competitive exam and textbook volumes rise.

? Tissue and hygiene paper - although still a
small share of the overall pie - is expected
to grow at double-digit rates, led by
urbanisation, hospitality recovery, and rising
disposable incomes.

? The margin trajectory is the most-watched
dimension of the FY27 story. After two cycles
of cost inflation - production costs rose an
estimated 20-30% from pre-FY24 levels
and hardwood pulp surged 20-25% - the
consensus view is that operating margins will
continue the recovery that began in FY26.

? FY27 will be a watershed year for sustainable
packaging adoption. The phased rollout of
Extended Producer Responsibility (EPR)
norms, plastic-substitution mandates from
major brands, and growing demand for
FSC-certified, food-grade, and recyclable
paperboard will reshape the product mix.
Specialty papers - release liners, thermal
paper, decor paper, filter paper, and
food-service grades - are expected to see
double-digit growth and command higher
realisations. Mills with R&D investments,
certifications, and downstream customer
relationships will capture disproportionate
value.

TREE FARMING ACTIVITY

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

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

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

? In accordance with the Company's vision
to augment tree farming activities, over
fourteen crore Seedlings (Clonal Eucalyptus
Seedlings, bare-rooted Casuarina Seedlings
and Melia Dubia Clones) were made
available during the year, to farmers at
subsidised rates for planting in about 22,169
acres of land. (Previous Year : 20,772 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.

ISO 45001 CERTIFICATION

? The Company continues to enjoy certification
under ISO 45001 which is an international
standard that facilitates management
of Occupational Health and Safety risks
associated with the business of the
organisation.

ISO 50001 CERTIFICATION

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

FOREST STEWARDSHIP COUNCIL® (FSC®)

(FSC-C084458) CERTIFICATION

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

? By this, the Company assures its
stakeholders that the wood and wood fibre
(pulp) purchased by it are traceable to
responsibly managed plantations and that
adequate document controls are in place
to ensure identification and traceability
throughout the Chain of Custody.

? This also means that the Company is capable
of manufacturing and selling ‘FSC Mix’ Claim
Products in the domestic and international
markets. Being FSC certified implies
adherence to sustainable and responsible
forestry practices, providing market access,
brand reputation, compliance, supply chain
integrity, and partnership opportunities.

ESCerts

? Both the units of the Company have
achieved the targets under the PAT Cycle, as
prescribed by the Government of India and
accordingly are eligible for ESCerts (Energy
Saving Certificates). The Company has to its
credit 13,946 ESCerts as on March 31,2026.

? ESCerts sold during the FY26 - NIL (Previous
Year - 1,664 Nos.)

AWARDS

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

- National Excellence in Energy

Management by CII for the
7^th Consecutive Year.

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

- Safety Awards from Tamil Nadu State
Government for the year 2022 & 2023
(3 First prizes and 2 Third prizes).

EXPORT HOUSE STATUS

? The Company continues to be accredited
with "Star Export House" Status by the
Government of India, Ministry of Commerce,
Directorate General of Foreign Trade, in
recognition of its export performance.

DEPOSITORY SYSTEM

? As on March 31,2026, 21,360 Shareholders
are holding Shares in Demat form
and 5,35,01,858 shares have been
dematerialised, representing 84.83% 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

? Consequent to the Company participating
and emerging as the sole successful bidder
in the e-auction held on 19.09.2022 for the
sale of assets of M/s.Servalakshmi Paper
Limited (In Liquidation) (Corporate Debtor)
on a Going Concern basis, the Hon’ble
NCLT, Chennai Bench vide its Order dated
12.05.2023 had approved the application
filed by the Liquidator for confirmation
of sale of assets of M/s.Servalakshmi
Paper Limited (Corporate Debtor) (In
Liquidation) as a Going Concern, in favour of
M/s. Seshasayee Paper and Boards Limited
(SPB) and dismissed / disposed of other
appeals against the auction.

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

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

? Three appeals challenging the aforesaid
Hon’ble NCLT’s Order have been filed
in Hon’ble NCLAT, of which 2 appeals (1
appeal filed by a member of Committee of
Creditors of CD and another appeal filed
by an unsuccessful third party in e-auction)
have been “Dismissed as Withdrawn” and
only 1 appeal (filed by Ex-Promoter of the

CD) is pending, on which the hearings are
completed and matter reserved for orders by
Hon'ble NCLAT

PROJECT MILL DEVELOPMENT PLAN - IV

(MDP-IV) AT UNIT : ERODE

? Environment Clearance from MoEF & CC
for the project MDP-IV, to be executed at
a Project cost of ' 270 crores (net of GST
ITC) for 20% increase in pulp and paper
capacities at Unit:Erode, was obtained from
MoEF&CC (Govt. of India) on 01.08.2025
and we are now following up with TNPCB for
obtaining Consent to Establish (CTE).

? We expect to get the CTE and commence
the project execution shortly, with various
modules planned for commissioning in
FY 27 and FY 28.

CURRENT YEAR (2026-27)

? The margins for first and second quarter of
FY 27 is expected to be affected by cost
push on most imported and allied items
(Pulp, Waste Paper, Chemicals, Coal, etc.)
amidst the West Asia War crises.

? Paper mills are announcing price increases.
But the effective implementation of the price
increases will depend on the weakening of
competition from Cheaper imports.

? Export business for the company is expected
to be strong in FY27, provided the current
levels of US tariffs remain.

? Domestic market is expected to grow and
will provide opportunities for growth for the
company, thanks mainly to the wide product
offerings by the company and the flexibility
in altering product mix to suit dynamic and
changing market conditions.

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. During FY 2025-26, the
company, in its Erode unit, has installed and
commissioned a Wet Electrostatic Precipitator
(Wet ESP) in the existing Recovery Boiler
to reduce particulate emissions from
100-120Mg/nm³ to 40-45Mg/nm³. This
installation is the first of its kind in Indian
Paper Industry.

? 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.

? The company had entered into Share
Purchase Agreement and Energy Supply
Agreement with the Indian Renewable
Power generating company (SPV), during
April & May 2025, for the purposes of
developing a 52.8 MWp (DC) / 35.2 MW
AC Solar Power Capacity and 9 MW Wind
Power Capacity and intending to supply
power to our company exclusively. The Solar
/ Wind power from the facility is expected to
available for the company in Q-I of FY27.

MANAGEMENT'S DISCUSSIONS AND

ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

Annexure - II.

BUSINESS SUSTAINABILITY REPORT

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

? Top 1000 companies, measured based on
average Market Capitalization during the
period from 1^st July to 31^st December, are
required to have “Business Responsibility &
Sustainability Report” (BRSR) as part of their
Directors’ Report.

? This regulation is not mandatorily applicable
for the company for FY26, since the
company is placed at 1188^th and 1231^st
position as per NSE’s data and BSE’s data

respectively on average market capitalization
during 01.07.2025 - 31.12.2025. However,
the company has opted to comply with this
regulation on voluntary basis for FY26.

? The Company has accordingly drafted the
Business Sustainability Report for FY26,
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

? In accordance with Section 92(3) of the
Companies Act, 2013, a copy of the annual
return in the prescribed form MGT-7 for FY
2025-26 will be placed on the website of the
Company after conclusion of the 66^th Annual
General Meeting.

DIRECTORS'RESPONSIBILITY STATEMENT

? Pursuant to Section 134(5) of the Companies
Act 2013, the Board of Directors to the best
of their knowledge hereby state and confirm:

That in the preparation of the annual
financial statements for the year
ended March 31, 2026, the 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 31,2026 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

? Pursuant to the provisions of Section 186
of the Companies Act, 2013, the Company
has not granted any loans, provided any
guarantees, or offered any security to any
body corporate during the financial year under
review.

? Further, during the year, the Company has
made the following investments in compliance
with the applicable provisions of Section 186
of the Companies Act, 2013:

The Company acquired 12,474 equity
shares of High Energy Batteries
(India) Limited through open market
transactions, aggregating to a total
investment of f 0.65 crores.

The Company further acquired
2,60,01,901 equity shares of Navia One
Power Private Limited, a Special Purpose
Vehicle (SPV) and a Renewable Power
(Solar and Wind Power) generating
company, for a total consideration
of ^26.00 crores, pursuant to a duly
executed Share Purchase Agreement.
The said investment has been made to
secure supply of solar and wind power
under the Group Captive Model, in
accordance with applicable regulatory
framework.

PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTY

? In line with the requirements of the Act and
the SEBI Listing Regulations, the Company
has formulated a Policy on Related Party
Transactions viz. https://www.spbltd.com/
investor-info/policy/index.html

? During the financial year under review, all
related party transactions entered into by the
Company with the prior approval of the Audit
Committee.

? The Company has contract or arrangement
with related parties in terms of Section 188(1)
of the Act and the same has been disclosed in
Form AOC-2 (Annexure-IV).

? The details of related party transactions
entered into by the Company, in terms of
Ind AS-24 have been disclosed in the notes
to the standalone/consolidated financial
statements of the Company.

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 2026 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 (CSR) Committee of
the Board, formulation of a CSR 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.
The Board has constituted a CSR Committee
of the Board and formulated a CSR Policy.
The CSR Report, forming part of this Report,
is furnished in Annexure - VI.

PARTICULARS OF EMPLOYEES

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

CASH FLOW STATEMENT

? As required under Regulation 53 of the SEBI
(LODR) Regulations, 2015, a Cash Flow
Statement is attached to the Balance Sheet.

INDUSTRIAL RELATIONS

? Relations between the Management and
the workforce were cordial throughout
FY 2025-26.

? The five-year wage and salary agreement
with labour unions and staff associations had
expired on March 31,2024.

? For Erode unit, negotiations with worker
unions and staff associations for 10^th five-
year wage settlement, valid from 01.04.2024¬
31.03.2029, were successfully concluded
during FY 2025-26, reflecting the Company's
commitment to fair compensation and
industrial harmony.

DIRECTORS

? During the year under review, the Board
approved:

1. Appointment of Sri Kumar Jayant, IAS,
Chairman and Managing Director,
The Tamilnadu Industrial Investment
Corporation Limited (TIIC), Chennai, as
Additional Director on the Board at its
meeting held on 13^th June 2025.

The shareholders have approved his
appointment as Nominee Director by
way of an Ordinary resolution, through
postal ballot on 25^th July, 2025.

2. Appointment of Sri Anurag Mishra,
IFS, Special Secretary, Environment,
Climate Change and Forests
Department, Government of Tamilnadu,
as Additional Director on the Board at its
meeting held on 31^st January, 2026.

The shareholders have approved his
appointment as Nominee Director by
way of an Ordinary resolution, through
postal ballot on 12^th March, 2026.

3. Re-appointment of Sri N.Gopalaratnam,
as a wholetime director retiring by
rotation, designated as Chairman, for a
period of 3 years from 01.04.2026.

Further to the recommendation of
the NRC and the Board of Directors, the
re-appointment of Sri.N.Gopalaratnam
as wholetime director, designated
as Chairman, for a period of 3 years
from 01.04.2026 was approved by the
shareholders of the company, by way
of a Special Resolution, through Postal
Ballot on 12.03.2026.

? During the year, TIIC withdrew its nomination
of Sri M Saikumar, IAS as the Nominee
Director in our Board, on 13^th June, 2025
and he accordingly vacated the office of
Nominee Director. Your Directors place on
record the valuable services rendered by
Sri M Saikumar, IAS during his tenure as a
Director of the Company.

? During the year, Environment, Climate
Change and Forests Department, Govt.
of Tamilnadu withdrew its nomination of
Sri T Ritto Cyriac, IFS as the Nominee Director
in our Board, on 13^th June 2025 and its
nomination of Sri.Ashish Kumar Srivastava,
IFS as the Nominee Director in our Board, on
31^st January, 2026 and they accordingly
vacated the office of Nominee Director.
Your Directors place on record the valuable
services rendered by Sri T Ritto Cyriac, IFS
& Sri Ashish Kumar Srivastava, IFS during
their tenure as 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 14, 2026. The Board, on the basis
of such performance evaluation determined
to continue the term of appointment of all
Independent Directors.

OTHER KEY MANAGERIAL PERSONNEL

? There have been no changes in the office of
KMP during FY 2025-26.

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.

? In terms of Regulation 24A read with other
applicable provisions of the SEBI Listing
Regulations and applicable provisions of
the Companies Act, 2013, the Company has
appointed M/s Lakshmmi Subramanian &
Associates as the Secretarial auditors of the
Company for a term of five consecutive years
effective from April 01, 2025 based on the
recommendations of the Audit Committee
and the Board. The report of the Secretarial
audit is attached in Annexure-VIII.

? 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.

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

ACKNOWLEDGEMENT

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

(On behalf of the Board)
N GOPALARATNAM

Chairman
DIN:00001945

Chennai

May 12, 2026