Tamil Nadu Newsprint & Papers Ltd

The Revamping of Steam and Power system (RSPS) # 2 shall be carried out for a seamless integration of the RSPS # 2 with the existing coal feeding system and steam and power distribution system, which is estimated to be completed by June 2025 with a capital outlay of 520 Crore out of which Rs.100 crore would be spent in this current year.

A programme to implement roof top solar of 2 MW capacity of floating solar will be taken up this year at an approximate cost of Rs. 12 crore.

The company proposes to install 5000 M® MLD Waste Water Treatment Plant at Unit-1 to treat 5000 M® MLD of effluent and reuse it internally for mill operation and thereby reducing the rate of discharge of effluent to less than 25 M® / MT of paper with an estimated project cost of Rs.75 Crore.

ENVIRONMENT, SUSTAINABILITY AND GOVERNANCE:

TNPL firmly believes that Impact on Environment due to industrial activities must be totally minimized by adopting appropriate environmentally benign technologies.

TNPL aims to achieve its environmental objectives and impact reduction measures with multiple approaches right from resource conservation to recycling, restoring ecosystems, conserving biodiversity, awareness creation. - The company established high yielding Clonal Pulpwood Plantations in an extent of 22,495 acres involving 5359 farmers. - 89.86 lakh m® Methane gas was generated in the Bio-methanation Plant and consumed in Lime Kiln and Power Boilers, which has resulted in saving of 5088.90 KL of furnace oil and imported coal of 432 MTs. - The wind farms with an installed capacity of 35.5 MW have generated 394.51 lakh units of “Green Power” during the year.

- Implementation of various water conservation measures resulted in reduction of overall consumption of water in Unit — | to 30 KL/per ton of Paper compared to the industry standard of 45 KL/per ton of Paper.

During the year, your Company has implemented several community development measures towards the broad sectors included in TNPL's CSR policy such as Livelihood/Economic Development, Soil and Water Conservation, Education, Public Health and Medicare, Social Development, Environment and Sanitation, Culture and Heritage and Infrastructure Development. Your has spent Rs. 204.70 Lakhs for CSR activities during 2022-23 by mainly focusing on enhancing the socio economic status by conducting skill development programme, providing note books, drinking water facilities etc.

My whole-hearted thanks to all Shareholders and other Stakeholders for continuous encouragement and support. | am extremely grateful to my colleagues on the Board for their valuable advice and support. | take this opportunity to place on record my sincere thanks to the Union and State Governments and the Banks/Financial Institutions for their valuable support and assistance. | also thank the Statutory Auditors, Secretarial Auditors, Cost Auditors and External Internal Auditors for their continued support.

Let me conclude by saying that ‘We have come a long way” yet “we have miles to go before we sleep” and with your support we will achieve and reach our destination. Thank you very much.” . SUMMARY OF AUDITOR’S REPORT: “Thank you Sir. | now provide a summary of the Auditors’ Report.

The Statutory Auditors, M/s. Maharaj N R Suresh and Co LLP, have expressed unqualified opinion in their audit report for the financial year 2022-2023. There were no qualifications, observations or adverse comments on financial statements and 9

matters. The Statutory Auditors’ report on financial statements are available on Page numbers 179 to 193 of the annual report.

The “NIL” report from the Comptroller and Auditor General of India is available in Page 194 of the annual report.

The Secretarial Auditors, M/s. M. Damodaran and Associates LLP, have expressed unqualified opinion in their secretarial audit report for the financial year 2022-2023.

There were no qualifications, observations or adverse comments. The Secretarial Auditors’ report is enclosed as Annexure-2 to the Board's report on Page number 65 to 67 of the annual report. Accordingly, the Auditors’ Reports are not required to be read out before the meeting, as provided in the Companies Act, 2013 and the Secretarial Standards on General Meetings.” . E-VOTING: “As the Notice convening the 43 Annual General Meeting is already circulated to all the members, with your permission, | take the Notice convening the meeting as read. Before we proceed, | am pleased to bring to your notice that, as required under the Companies Act, 2013, the Company had provided the facility to cast your vote electronically through remote e-voting, on all Resolutions set forth in the Notice.

The cut-off date for ascertaining the entitlement for remote e-voting facility as well as voting at the meeting was Monday, 18" September, 2023. The remote e-voting period commenced on Wednesday, 20% September, 2023 (9.00 AM) IST and ended on Sunday, 24%" September, 2023 (5.00 PM) IST. The remote e-voting module was disabled by NSDL thereafter. 10

I wish to mention that Members as on the cut-off date being 18th September, 2023, who did not cast their vote through remote e-voting, may cast their vote during the meeting. If a Member casts votes by both the modes, then voting done through remote e-voting shall prevail and the voting made during the AGM shall be treated as invalid. Members may please note that there will be no voting by show of hands. We now take up the Resolutions as set forth in the Notice. There are 5 resolutions proposed to be passed at this Meeting.

All 5 resolutions are Ordinary Resolutions. | also wish to add at this point that the Notice was dispatched electronically to all the shareholders of the Company in due compliance with the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India on 31 September, 2023 (Sunday).

We will open the floor for any questions by members after the Resolutions are tabled. 1 of the Notice — Adoption of Financial Statements, by way of ORDINARY

The Board of Directors has recommended payment of Dividend of Rs. 5/- per Equity Share of face value of Rs. 10/- each, for the financial year 2022-2023.

3 of the Notice - Appointment of Director, liable to retire by rotation, by way of ORDINARY Resolution:

Thiru S. Krishnan, 1.LA.S., Director (DIN: 03439632), who is retiring by rotation and being eligible offers himself for reappointment. 4 of the Notice — Fixation of the Auditors’ Remuneration, by way of

Item No. 5 of the Notice — Ratification of Remuneration to the Cost Auditors, by way of ORDINARY Resolution:

The shareholders may ratify the remuneration to M/s. S. Mahadevan & Co. (Firm Registration No. 000007), Cost Accountants, Chennai, Cost Auditors of the Company.

The text of the Resolutions along with explanatory statement is provided Notice circulated to the members.

Members who have not cast their vote through “Remote E-voting”, may cast their votes through the e-voting system provided by NSDL. The platform is open to the shareholders to cast their vote.” 12

6. SPEAKER SHAREHOLDERS: “We have received requests from 5 shareholders to be “Speaker Shareholders”. | will now call out their names one-by-one. The Speaker shareholders are requested to restrict their queries to the accounts for the FY 2022-2023 and confine their observations/ comments to preferably about 5 minutes.

Before we go live on the Q&A, here are some points to note for your convenience.

Kindly turn on your video when you are projected on the broadcast screen, kindly unmute yourself, and proceed to ask the question. Please mention your name, Folio Number, and the location from where you are joining.

Please avoid repetition of same or similar questions already raised by a Member. | seek your kind co-operation in this regard.

After getting all the queries, consolidated reply will be given. In case of any queries which require elaborate replies, the same will be replied by email. Now, | am opening the floor for Q&A.

Now we request Thiru Suresh Chand Jain, DP/ Client ID 1205140000085968, to unmute himself and kindly proceed with the question.” “Mr. Suresh Chand you can unmute and you can speak.” “Awaaz araha hai madam.”

“Yes Sir, please go ahead.” “‘Adaraneeya Chairman Sir Upasith sabi Director gan aur shareholder sathiyon.” “Video, we cannot see you.” “Mein Suresh Chand Jain, Hyderabad.” “Please switch on your video couldn’t able to see.” “‘Adaraneeya Chairman Sir Upasith sabi Director gan aur shareholder sathiyon.

Mera nam Suresh Chand Jain mein Hyderabad se bath kar raha hoon.” “We can’t see you.” “Kya boliye saab.”

“Dikh nahi rahaa bhaiya.” “Aap thoda video on kijiye.” “Ho lake to angrazi mein boliye yahaan koi hindi nahi samajdha he.” “Sir aap itne pade likhe aadmi ne aapne itni saral bhasha angrezi ke andhar jo wahavan kiye mughe bahut acha laga sir.” “Mei samajdha hoon par baki directors jo baite hein unko hindi nahi samajdha. Ho sake to angrezi me boliye na to ham translate karenge.” “Tiik he sir. Adaraneeya Chairman Sir Upasith sabi Director gan aur shareholder sathiyon. Mera nam Suresh Chand Jain mein Hyderabad se bath kar raha hoon. Sir apne jo company ke roop lika bahut he saral bath me jo angrezi ke andhar bath me thoda bahut itne split bolke poorna concert challe jatha phir be aapne jo company ke roop likha hamare samne nahi hameen bahut pasand aya. Aap kadi mehnet or lagan se company ko ek taraki ke upper le gaye uska ham anumodhan kartha hum sir. Aur sir aap he jo kary ne kam se kam is company ke andhar das pandnah sal se is company ka shareholder hoom aur kayi bar hamne aane ka nihar kiya ticket bhi register karaya par kuch karan pant apke pas aana hua dahi aap se milna hua chahete the ki chaleesve ke andhar aapne no company ke taraki ki uska hum man 15

samman dethe huye kudanath mothiyom ke mala bhi nixal ke rexhe the ke aapka swayath karein par Corona ke karan ham aa nahi sake jiska haemin lanj he aur aapne jo bolne ka subh afsar diya uske liye dhaniyavad detne hueh mein apne vicharon ko viram deta hum.

Mera sevan ke 72 years se agar huo to golden jubilee ke andhar aane ka mauka mila to ham jaroor padha legnge bahut bahut dhaniavad Sir.” “Thank you.” “Thank you Thiru Suresh Chand Jain, | would like to call upon the next shareholder.

Now we request Thiru Kankanala Bharat Raj, DP/ Client ID 1204880000141972 to unmute himself and kindly proceed with the question.” “Mr. Bharath Raj you can unmute yourself and you can speak.”

“Very Good morning Chairman, entire Board of Directors. | am Bharath Raj calling from Hyderabad. First of all | am happy to see you all are healthy, safe and fine.

Wonderful performance by company Sir. Under leadership my company is growing Sir. Thank you for the secretarial services. | thank my secretarial department, in time they sent the Annual Report and the link also. Thank you very much. Madam Anuradhaji always accessible 365 days any queries are there she is always accessible. Chairman Sir thanks for wonderful dividend Sir. My bread and butter for shareholders dividend and we expect more dividend in this financial year let me know. Once again my best wishes to you all the best for the coming years. With me one shareholder co-shareholder Mr. Reddypa Gunturu is there he will also talk to you Sir. Thank you Chairmanji. Vanakkam, Tamil konjam konjam theriyum. | have registered actually as Speaker shareholder but unable to register there is a link problem. So with your permission | am speaking with Chairman. Board of Directors, Chairmaniji and all the other Directors this is Reddypa Gunturu from Hyderabad. As a shareholder | am very happy about the company performance. Chairmanji aapke speech mein bahut sada company ke bare mein bathaya bahut dhanyavad. As requested for the Annual Report shareholder received company secretary for the wonderful service. Thank you. | have gone through the report from 1st Page to last page. There is wonderful corporate governance mam. Under your leadership company is very good ethically good manner and also the transparency of accounts is maintaining well. Thank you so much for wonderful performance we are with you. And as the financial year going madam Thank you for wonderful dividend and growth, you have very good growth. Thank you so much. And also no need to ask your process financially, wonderful madam. My view is what is your future vision mission coming financial year 3 to 5 years that is my only view and there is no need to ask financials everything is fantastic. | supported all the resolutions madam. | have multiple folios madam. Thank you so much company secretary for giving the services to the shareholders and promoters the Directors and compliance issues. | think he is 100% doing his services. | wish her all the best for company secretary entire department. | am concluding madam, Thank you so 17

much for giving this opportunity. We have faith on you, trust on you go ahead take appropriate decisions for company growth. Under your leadership my company will achieve many more higher awards and recognitions in the coming financial year 2023-24 also. That's it Sir. All my wishes to all the Board of Directors and you.

Good health to you. Happiness to you and Peace to you. Thank you so much. This is Reddyappa vanakkam romba romba nandringa. Tamil konjam konjam thaan theriyum. | am learning Tamil. | love Tamil.” “Very nice. Thank you.” “Thank you Sir. | would like to call upon the next shareholder.

Now we request Thiru Prakash Chand Galada, DP/ Client ID IN301356/40064545 to unmute himself and kindly proceed with the question.” ‘Madam Mr. Prakash Chand Galada has not joined we can move on to next speaker.” “Thank you Sir. Now | request Thiru Magesh Vasudevan, DP/ Client ID IN301330/42046780 to unmute himself and kindly proceed with the question.” “Mr. Magesh you can unmute yourself and you can switch on your video and you can speak. 18

Mr. Magesh you are panellist now you can speak now. Please unmute yourself. Sir please go ahead now only you are live.”

“Thank you.” “Thank you Sir.” . REPLIES TO SHAREHOLDERS: “5 shareholders sorry 4 shareholders have spoken and have asked their queries, which we will respond. Dr. M. Sai Kumar, 1.A.S., Chairman and Managing Director.” “Ok | will respond you don’t need to introduce. Thank you for all those spoken and the kind words you have said about your company, and your kind words will motivate the staff and all the workers who are putting very hard work during the last year to ensure that the company sees good profits after bad patch during the Corona period. Hyderabad se jain sab aapne bola he to 72 years is sal ayega is sal hamara factory aap dekiyega we will organise a factory visit some time during the later part of the year jaroor aap ayega go through the factory and meet all of us so that as a shareholder you can also have a look at the factory. We are planning to organise, before Corona we organised some factory visits we will plan again sometime during November December that is a good time to come to Tamilnadu and Karur and places where the temperatures will be moderate. So we will have a factory visit around that time. Most welcome. Thank you very much.

With regard to the query about Bharath Raj and Mr. Reddyappa Gunturu, that was 2 in 1 question. Very nice. Thank you very much for your kind words. Well I'll take all the because Mr. Gunturu, Mr. Magesh, Mr. Dinesh all of them have asked about the vision next to short term and long term. So | think | will answer it all on one go. 20

So as part of my speech | had already indicated our projects, Main projects we had taken up is now to do the RBS we are doing immediately. We are also doing a solar that is about 2+2 4 megawatts solar project. We also have Mr. Magesh was asking about the Tissue Paper, last Board meeting we got an in-principle clearance from the Board to go ahead and do a preliminary study about establishing a tissue paper plant so we will be doing a tissue paper project also very shortly. Next 3 to 5 years from this we are going to go for expansion MEP Phase 2. MEP Phase 1 is done where our Pulp Mill is established Phase 2 we are still studying the market whether it is to be a Paper or Board, once we finalise whether it is Paper or Board Plant we are going to establish atleast another 2 lakh tons of Plant in next 3 to 5 years that will be the medium term outlook. Thank you very much and | think it covers, about the loan payouts | think we have about 2000 crores of loan which we have taken for the Phase 1 expansion, we will be paying about, | said about 300 crores we have paid this year in the speech itself | said we have paid about 300 crores and that loan payouts will continue till year 2026-27 after that if we don’t take further loans we will become a debt free company but we have capital expansion coming up so definitely we will be going for much more loan. Thank you very much.” “Thank you Sir. With that, we conclude the Question session from all the shareholders.” . CONCLUSION: “Members may note that the voting on the NSDL platform will continue to be open for 15 more minutes after the closure of the meeting.

Members who have not cast their vote yet are requested to do so. The Board of Directors has appointed Thiru R. Sridharan of M/s. R. Sridharan & Associates, Company Secretaries, as the scrutinizer to supervise the e-voting process. 21

The consolidated results of remote e-voting and the e-voting at the AGM will be uploaded on the website of the Company at www.tnpl.com as well as on the website of NSDL and shall also be communicated to the stock exchanges. The Resolutions, as set forth in the Notice shall be deemed to be passed today subject to receipt of requisite number of votes. We are grateful to all our shareholders from across the country who have participated in this AGM, through video conferencing.” “Thank you all for attending the meeting and | hereby declare the proceedings as closed. May | request all of you to standup for the National Anthem please.” (National Anthem was played). “Thank you, Thank you.” dkkkdkkkkkkkkkkkkkkkk 22