Three M Paper Boards Ltd Directors Report

To

The Members,

Three M Paper Boards Limited

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:

(? in Lakhs)

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 Investors 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 SEBIs 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.

Composition 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 Directors

There were 10 (Ten) meetings of the Companys 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		Attendance
		Total No. of Members as on date of meeting	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: investor@bigshareonline.com
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 longterm facilities and CARE A3 for short-term facilities. The ratings took into consideration the Companys 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 arms 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 Companys 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 Companys 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 Companys 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 selfassessment 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 Directors 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 Companys 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 Employees 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 Dmello & Associates, Chartered Accountants, Mumbai (FRN: 130093W) as Internal Auditor for the financial year 20242025.

BOARDS 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 Companys 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 members 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 cooperation 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 Companys 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