BOARD'S REPORT
The Board of Directors hereby present their 66th Annual Report and the
Audited Accounts for the year ended March 31, 2026.
The Company has adopted the Indian Accounting Standards (Ind AS) from Financial Year
2017-18, as mandated. Accordingly, the financial statements for current year, including
comparative figures of previous year, are based on Ind AS 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
|
2025-26 |
2024-25 |
|
(in tonnes) (in tonnes) |
Production |
2,48,385 |
2,46,431 |
Sales |
2,49,714 |
2,39,073 |
Revenue from Operations |
1710.17 |
1754.11 |
Other Income |
49.48 |
70.15 |
Total Income |
1759.65 |
1824.26 |
EBITDA |
145.36 |
181.49 |
Finance Cost |
8.76 |
8.43 |
Depreciation |
44.98 |
45.24 |
Profit before tax |
91.62 |
127.82 |
Provision for current tax |
26.22 |
24.38 |
Transfer to/(from) Deferred Tax |
(-) 2.38 |
(-) 1.12 |
Net Profit |
67.78 |
104.56 |
DIVIDEND
The Board of Directors recommend payment of Dividend at Rs.2.00 (Rupees Two only) per
Equity Share of face value of Rs.2 each, absorbing a sum of Rs.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 Rs.25 crores to General Reserve.
|
2025-26 |
|
(Rs. crores) |
Net profit for the year |
67.78 |
Add: Income from SPB Equity Shares Trust |
0.71 |
Add: Surplus brought forward from the previous year |
585.19 |
|
653.68 |
Less: Re-measurement of defined benefit Plans (net of tax) |
2.08 |
Less : Dividend paid during the FY 2025-26 |
15.77 |
Less : Transfer to General Reserve |
25.00 |
Balance carried forward |
610.83 |
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
|
|
|
(Tonnage) |
Unit |
2025-26 |
2024-25 |
Growth (%) |
Erode |
1,75,205 |
1,70,426 |
2.8 % |
Tirunelveli |
73,180 |
76,005 |
(-) 3.7 % |
Total |
2,48,385 |
2,46,431 |
0.8 % |
• 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.
SALES
|
|
|
(Tonnage) |
Unit |
2025-26 |
2024-25 |
Growth (%) |
Erode |
1,77,408 |
1,68,345 |
5.4% |
Tirunelveli |
72,306 |
70,728 |
2.2% |
Total |
2,49,714 |
2,39,073 |
4.5% |
• 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 Rs.28.00 crores (Previous Year : Rs.27.81 crores) and Note
Books valued at Rs.1.78 crores (Previous Year : Rs.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
|
|
|
(Tonnage) |
Unit |
2025-26 |
2024-25 |
Growth (%) |
Erode |
1,64,709 |
1,56,103 |
5.5% |
Tirunelveli |
64,246 |
54,227 |
18.5% |
Total |
2,28,955 |
2,10,330 |
8.9% |
+ 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
highest ever annual domestic sales of 2,28,955 tonnes during FY 26.
• Export Sales Performance
|
|
|
(Tonnage) |
Unit |
2025-26 |
2024-25 |
Growth (%) |
Erode |
12,699 |
12,242 |
3.7% |
Tirunelveli |
8,060 |
16,501 |
(-) 51.2% |
Total |
20,759 |
28,743 |
(-) 27.8% |
+ 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 Rs.157.86 Crs for FY26 as compared to
Rs.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 : Rs.0.32 crores in INR
(Previous year : NIL).
• Stock of Finished Goods
|
|
|
(Tonnage) |
Unit |
As on 31.03.2026 |
As on 31.03.2025 |
Growth (%) |
Erode |
13,523 |
16,545 |
(-) 18.3% |
Tirunelveli |
6,151 |
5,277 |
16.6% |
Total |
19,674 |
21,822 |
(-) 9.8% |
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 Rs.1710.17 crores, as
against Rs.1754.11 crores, in the previous year.
• Earnings before interest, tax, depreciation and exceptional item (EBITDA) was
Rs.145.36 crores, for the Company as a whole in FY26, compared to Rs.181.49 crores, in the
previous year.
• After absorbing finance costs and depreciation of Rs.8.76 crores and Rs.44.98
crores respectively, the Profit before tax (PBT) was Rs.91.62 crores in FY26, as compared
to Rs.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 31st March 2026, current tax liability works out
to Rs.26.22 crores, as against a liability of Rs.24.38 crores in the previous year (which
was net of reversal Rs.10.16 crores provisions made for earlier years but no longer
required and reversed in FY25).
• The Deferred Tax liability amounted to Rs.(-) 2.38 crores for the year ended 31st
March 2026, as against Rs.(-) 1.12 crores in the previous year.
• As a result, profit after tax for the financial year ended March 31, 2026 was
Rs.67.78 crores, as compared to Rs.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
1st 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 7th Consecutive
Year.
- National Energy Leader Award by CII - 5th 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 Rs.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.
• 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 1st July to 31st 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 1188th and 1231st 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 66th 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 31st 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 10th
five- year wage settlement, valid from 01.04.202431.03.2029, 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 13th June 2025.
The shareholders have approved his appointment as Nominee Director by way of an
Ordinary resolution, through postal ballot on 25th 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 31st January, 2026.
The shareholders have approved his appointment as Nominee Director by way of an
Ordinary resolution, through postal ballot on 12th 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 13th 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 13th June 2025 and its nomination of Sri.Ashish Kumar Srivastava,
IFS as the Nominee Director in our Board, on 31st 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 63rd
AGM until the conclusion of the 68th 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.
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(On behalf of the Board) |
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N GOPALARATNAM |
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Chairman |
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DIN:00001945 |
Chennai |
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May 12, 2026 |
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