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

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.

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:

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.

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.