Balkrishna Paper Mills Ltd Directors Report

To,

The Members,

Balkrishna Paper Mills Ltd.

Your Directors have pleasure in presenting the Thirteen Annual Report of the Company along with Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS:

The summary of the financial performance of the Company for the financial year ended March 31, 2026 compared to the previous year ended March 31,2025, is given below:

(Rs in Lakhs)

Particulars	2025-26	2024-25
Net Turnover and Other Income from continuing operation FRFR	484.02	241.16
Profit/(Loss) before Depreciation, and Tax for the period continuing operation	(687.16)	(662.77)
Less: Depreciation and Amortisation	1.42	1.72
Net Profit/(loss) before Tax for the period continuing operation	(688.58)	(664.49)
Less: Provision for Taxation	-	-
Net Profit/ (Loss) after Tax continuing operation	(688.58)	(664.49)
Net Profit/(Loss) for the year discontinued operation	36.95	1483.14
Net Profit/ (Loss) for the period	(651.63)	818.65
Add/(Less):Other Comprehensive Income (net of taxes)	0.27	0.02
Total Comprehensive Income/		818.67
(Expenses) for the year	(651.36)

2. OPERATIONS:

During the year under review, the Gross turnover and other Income of your Company was Rs 484.02 Lakhs as compared to Rs 241.16 Lakhs in the previous year. The net loss for the year stood at Rs 651.36 Lakhs as against Profit of Rs 818.67 Lakhs in the previous year.

Your Company has discontinued the manufacturing of Paper and Paper Board situated at Ambivali factory w.e.f. November 13, 2024.

In Line with the requirement of Companies Act, 2013, the Board of Directors in their Meeting held on 13th August, 2025, have approved the adoption of new set of Memorandum of Association of the Company including insertion of new sub-clauses under "The Objects to be perused by the Company on its incorporation are:" and "Matters which are necessary for furtherance of the Objects" and the same was approved by the Members at the 12th Annual General Meeting (AGM) held on 19th September, 2025.

As the manufacturing operations have been discontinued, the plant and machineries at Ambivali factory has become obsolete and any technological upgradation would require huge amount of capital investment, which would in turn increase the borrowings. Your directors therefore have decided to sale the machineries. The Company had obtained the approval of Shareholders through Postal Ballot on 13^th February, 2025. Memorandum of Understanding was signed with the buyer Symcom Exim Pvt Ltd for total sale price of Rs. 13,61,80,000/- plus GST as applicable. An advance of Rs. 2,72,36,000/- received on 12^th March, 2026 towards the sale consideration.

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year under review.

The Dividend Distribution Policy is applicable to top 1000 listed entities based on market capitalization. As your Company is not fall under 1000 listed entities, therefore Dividend Distribution Policy is not applicable.

4. SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 168,00,00,000 (Rupees One Hundred Sixty Eight Crore Only) divided into 5,80,00,000 (Five Crore Eighty Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each and 1,10,00,000 (One Crore Ten Lakh) Preference Shares of Rs. 100/- (Rupees One Hundred Only) each.

The issued, subscribed and paid up Share Capital of the Company as on March 31, 2026 are as under:

- Equity Share Capital: Rs 32.22 Crore

- Preference Share Capital: Rs 110 Crore

During the year under review, your directors have approved the Scheme of Reduction of Share Capital between the Company and its Shareholders, subject to approval of Members and NCLT.

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2026, none of the Directors of the Company hold convertible instruments in the Company.

5. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

6. MANAGEMENT DISCUSSION AND ANALYSIS: Global Economy:

Global economic output is forecast to grow by 2.7 per cent in 2026, slightly below the 2.8 per cent estimated for 2025 and well below the pre-pandemic average of 3.2 per cent.

Economic growth in the United States is projected at 2.0 per cent in 2026, compared to 1.9 per cent in 2025, supported by monetary and fiscal easing. However, a softening labour market will likely weigh on momentum. In the European Union, economic growth is forecast at 1.3 per cent in 2026, down from 1.5 per cent in 2025, as higher U.S. tariffs and ongoing geopolitical uncertainty dampen exports.

In East Asia, growth is projected at 4.4 per cent in 2026, down from 4.9 per cent in 2025 as the boost from front-loaded exports fades. Chinas economy is expected to grow by 4.6 per cent, slightly lower than in 2025, supported by targeted policy measures. In South Asia, growth is forecast at 5.6 per cent in 2026, easing from 5.9 per cent, led by Indias 6.6 per cent expansion, driven by resilient consumption and substantial public investment. Global trade proved resilient in 2025, expanding by a faster-than-expected 3.8 per cent despite elevated policy uncertainty and rising tariffs.

Investment growth has remained subdued in most regions, weighed down by geopolitical tensions and tight fiscal conditions. Monetary easing and targeted fiscal measures have supported investment in some economies, while rapid advances in artificial intelligence fuelled pockets of strong capital spending in a few large markets.

The First Advance Estimates place Financial Year 2025-26 (FY26) Real GDP growth at

7.4% and Gross Value Added (GVA) growth at 7.3%. India retains strong growth momentum and is expected to grow by 6.8% - 7.2% in FY 2026 - 27, reaffirming its status as the fastest-growing major economy for the fourth consecutive year. The world economy has held up well despite a succession of geopolitical and US policy shocks.

Indian Economic Review:

Indias economic momentum remains strong, underpinned by resilient domestic demand and sustained macroeconomic stability. India is primarily a domestic demand-driven economy, with consumption and investments contributing to 70% of the economic activity. With Indias economy showing resilient growth, supported by strong domestic demand, policy reforms, and a healthy investment pipeline, several

new projects and developments are underway across key sectors. According to World Bank, India must continue to prioritise lowering inequality while also putting growth-oriented policies into place to boost the economy. The government is focusing on renewable energy sources and has achieved a major clean energy milestone by generating 50% of its power from renewable sources, five years ahead of its 2030 target.

Over the years, the Indian government has introduced many initiatives to strengthen the nations economy. The Indian government has been effective in developing policies and programmes that are not only beneficial for citizens to improve their financial stability but also for the overall growth of the economy. Over recent decades, Indias rapid economic growth has led to a substantial increase in its demand for exports. Besides this, a number of the governments flagship programmes, including Make in India, Start-up India, Digital India, the Smart City Mission, and the Atal Mission for Rejuvenation and Urban Transformation, are aimed at creating immense opportunities in India.

Companys Overview:

The Company has discontinued its manufacturing activities of Paper and Paper Board at Ambivali with effect from November 13, 2024. The Company is doing trading activities in plastic and packaging materials.

Your Directors have approved the commencement of new business of real estate development and allied activities, as authorised under sub-clause 3 of Clause III(A) (Main Object Clause) of the Memorandum of Association of the Company.

Risks and Concerns:

This Section discuss the various aspects of enterprise wide risks management. It might be noted that the risk related information outlined here is not exhaustive and is for informational purpose only.

Internal Audit and Control:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and Independence, the Internal Audit Executive Summary placed before the Chairman of the Audit Committee of the Board.

The Company has adequate Internal Audit System in place commensurate with the size of the business. Necessary checks and controls are in place to ensure that all assets are safeguarded, to detect and prevent errors and frauds and that the transactions are properly verified, adequately authorized, correctly recorded and properly reported.

Internal Auditors were always present at the Audit Committee Meetings where Internal Audit Reports are discussed along with management comments and the final observation of the Internal Auditor.

Opportunities & Threats:

The Company has been strengthening its risk management processes with the objective of enhancing organisational stability and predictability.

Human Resources:

Relationship between the Management and employee were cordial throughout the year under review.

Pursuant to the notification by the Government of India bringing into effect the four Labour Codes with effect from November 21, 2025 ("New Labour Codes"), the Company has assessed the estimated impact of the said Codes on its employee benefit obligations. Based on an actuarial valuation carried out in accordance with Ind AS 19 - Employee Benefits and the guidance issued by the Institute of Chartered Accountants of India (ICAI), the Company has recognised the estimated liability relating to employees past services under "Employee Benefits Expense" in the financial statements.

Your Company continues to monitor the finalisation of the relevant Central and State Rules and other clarifications that may be issued by the Government in relation to the implementation and interpretation of the New Labour Codes. The Company will evaluate and give appropriate accounting effect to any consequential impact arising from such developments, as and when applicable.

Cautionary Statement

The report contains forward looking statements describing expectations, estimates, plans or words, with similar meaning. The Companys actual results may differ from those projected, important factors that could make the difference to the Company operations include prices of raw material, power and finished goods, changes in Government regulations, economic developments globally and within India. The Company cannot guarantee that the assumptions and estimates in the forward looking statements are accurate or will be realized.

7. DIRECTORS:

In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys business, which are detailed in the Report on Corporate Governance.

All the directors have also affirmed that they have complied with the Companies code of business conduct and ethics.

Further, in terms of Section 150 of the Companies Act, 2013 ("Act") read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of

Corporate Affairs. The Independent Directors, who were required to clear the online proficiency selfassessment tests, have been passed the test.

Directors appointment / reappointment Retirement by Rotation

In pursuance of Article 86(1) of Articles of Association of the Company and Section 152(6) of the Companies Act, 2013, Shri Anuraag Poddar (DIN:00599143), Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment. Your Directors commend his re-appointment.

Re-appointment of Directors

The Board of Directors on the recommendation of Nomination and Remuneration Committee has approved the re-appointment and remuneration of Shri Anuraag Poddar as a Chairman and Managing Director for a further period of 3 years with effect from February 11, 2027 and Shri Manish Malpani as a Whole time Director & Chief Financial Officer for a further period of 3 years with effect from December 9, 2026, subject to approval of shareholders in the ensuing AGM.

Prof. (Dr.) Mangesh D. Teli (DIN: 00218899), NonExecutive Independent Director was appointed by the members through Postal Ballot under Section 149 of the Act for the first term of 3 (three) consecutive years are proposed to be re-appointed by the Shareholders special resolution as a Non-Executive Independent Director, in the ensuing AGM of the Company, to hold office for second term of 5 (five) consecutive years w.e.f. December 9, 2026.

Prof. (Dr.) Mangesh D. Teli, who will attain the age of 75 years on July 10, 2027, continues to be an Independent Director of the Company until completion of his second term (i.e. up to December 8, 2031).

Necessary resolution(s) have been put up for reappointments of Shri Anuraag Poddar, Shri Manish Malpani and Prof. (Dr.) Mangesh D. Teli in the Notice of ensuing AGM for approval of the members. Your Directors commend their re-appointment.

Brief particulars of Directors being appointed/ re-appointed as required by the SEBI (LODR) Regulations, 2015 and Secretarial Standards on General Meetings are provided in the Annexure to the notice convening the AGM of the Company.

Change in Constitution of Board of Directors

During the year under review, no Directors/KMP were resigned or appointed.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company as on the date of this Report are:

Sr. No.	Name	Designation
1.	Shri Anuraag Pod- dar	Chairman and Managing Director
2.	Shri Manish Malpani	Whole time Director and CFO
3.	Shri Omprakash Singh	Company Secretary and Legal Head

Declarations by Independent Directors

The Company has received declaration from all Independent Directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) read with Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, 2015.

None of the Directors on the Board of the Company during the financial year ended March 31, 2026 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

In the opinion of the Board, the Independent Directors fulfill the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the report on Corporate Governance.

Familiarization Programme for the Independent Directors

Your Company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirements of SEBI (LODR) Regulations, 2015.

8. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS

The Board of Directors met 5 times during the year on the following dates in accordance with the provisions of the Companies Act, 2013 and rules made thereunder:

May 29, 2025, August 13, 2025, November 14,

2025, December 23, 2025 and February 07,

2026.

In addition to the above, Independent Directors Meeting were also held on December 23, 2025 and March 24, 2026.

b. COMMITTEES OF THE BOARD

The Board has the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Risk Management Committee;

5. Finance Committee;

6. Share Transfer Committee.

7. Those Charged With Governance (TCWG) Committee

8. Committee for Scheme of Reduction of Share Capital

The details of these Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

9. NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well as powers of the Nomination and Remuneration Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.

Composition

The Committee comprises of three (3) Independent Directors.

The composition of the Nomination and Remuneration Committee and category of members is given in the table below:

Sr. No.	Name of the Director	Category
1.	Shri Dileep H. Shinde	Non-Executive Independent Director
2.	Prof. (Dr.) Mangesh D. Teli	Non-Executive Independent Director
3.	Shri Ashok N. Garodia	Non-Executive Independent Director

During the year under review, one (1) Meeting of the Committee was held on May 29, 2025.

Companys Policy on appointment and remuneration of Directors.

Remuneration Policy

The Company has devised the Nomination and Remuneration Policy for the selection, appointment and remuneration of the Whole Time Directors, Key Managerial Personnel and Senior Management Personnel. The extract of Nomination and Remuneration Policy is provided in the Corporate Governance Report and forms part of this Annual Report.

The Companys policy on remuneration for Directors and Senior Management employees are displayed on the website of the company at www.bpml.in.

Criteria for appointment of Independent Directors

The Independent Directors shall be of high integrity with relevant experience and expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole and the Secretarial Department. Evaluation of performance is undertaken annually.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at a separately convened meeting. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Company has implemented a system of evaluation on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Directors expressed their satisfaction with the evaluation process.

Remuneration of Non-Executive Directors

The Non- executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in Board/ Committee meetings and commission, if any, after approval of the members.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors to the best of their knowledge hereby confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and Loss of the Company for that year under review;

c) That the Directors had 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;

d) That the Directors had prepared the accounts for the financial year on going concern basis;

e) The Directors had laid down internal financial controls, which are adequate and were operating effectively;

f) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

11. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by the SEBI. The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations, 2015 and accordingly, the Report on Corporate Governance together with Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.

12. KEY RATIOS:

As per provisions of SEBI Listing Regulations, 2015, the significant financial ratios are given in Note No.40.

13. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 may be accessed on the Companys website at www.bpml.in.

14. FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on March 31, 2026.

15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

16. SUBSIDIARY COMPANIES:

The Company has no subsidiary / Joint Venture Companies during the year under review. Hence, details for the same are not required to mention.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the policy is posted on the Companys website at www.bpml.in.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arms length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties, which may have a potential conflict with the interest of the Company at large. During the Financial Year, the Company had availed Inter Corporate Deposit (ICD) from S P Finance and Trading Limited and Sanchna Trading and Finance Limited. Shareholders approval for the same have already obtained through Postal Ballot.

All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Companys website at www.bpml.in.

Members can refer to Note No. 34 to the Financial Statements which set out related party disclosures.

19. RISK MANAGEMENT FRAMEWORK:

The Board of Directors of the Company has Risk Management Framework to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. The Company in accordance with the provisions of the Act has adopted a Risk Management Policy and the same is available on Companys website at www.bpml.in.

Further your Board has constituted a Risk Management Committee inter alia, to monitor and review the risk management framework.

20. DISCLOSURE OF ORDERS PASSED BYREGULATORS OR COURTS OR TRIBUNAL:

During the year under review, there were no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

21. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There were no material changes and commitments which could affect the Companys financial position during the year under review.

22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the Financial Year 2025-26, the Company has not undertaken any manufacturing activities. Hence, Conservation of energy, Technology absorption and Foreign exchange earnings & outgo was NIL, as required under the provisions of Section134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) policy is not applicable to the Company.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.

25. INDUSTRIAL RELATIONS:

Industrial relations with staff and workers during the year under review continued to be cordial.

26. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has formulated and implemented a policy of prevention of sexual harassment at the workplace with mechanism of loading/redressal complaints. During the year under review, there were no complaints reported to the Board.

27. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 196 of the Act. The Report is being sent to all the Shareholders of the Company and other entitled thereto, excluding the information particulars of which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

28. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business of your Company during the year under review.

29. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the ICSI.

30. AUDITORS:

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITORS

The Members of the Company at the 10th Annual General Meeting held on August 4, 2023 approved the appointment of M/s. D S M R & CO, Chartered Accountants (FRN: 128085W) as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 10^th AGM until the conclusion of the 15^th AGM to be held in 2028.

No frauds have been reported by the Statutory Auditors during the Financial Year 2025-2026 pursuant to the provisions of Section 143(12) of the Act.

The observations made by the Statutory Auditors in their report for the financial year ended March 31, 2026 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The details relating to fees paid to the Statutory Auditors are given in the Note. 37 of the Financial Statements.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder, the Cost Audit of the cost records of the Company for the Financial Year 2025-26 was carried out by M/s. K. G. Goyal & Associates, Cost Accountants, and the related report will be filed on or before September 27, 2026. Cost Audit Report for the financial year ended March 31, 2025 was filed with MCA on September 18, 2025.

As the manufacturing activities have been discontinued, the Board have decided not to appoint Cost Auditors from the Financial Year 2026-27 and onwards. Accordingly your company has applied for exemption from cost audit to the Ministry of Corporate Affairs, Cost Audit Branch, New Delhi.

c. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with

Regulation 24A and other applicable provisions of the Securities and Exchange Board of India, the Members in the 12^th AGM held on 19^th September, 2025 have appointed GMJ & Associates, Company Secretaries in Practice, as a Secretarial Auditors to carry out Secretarial Audit for consecutive five years from FY 2025-26 to FY 2029-30.

M/s GMJ & Associates, Company Secretaries has issued Certificate dated May 22, 2026 certifying that none of the Directors on the Board of the Company during the Financial year 2025-26 has been debarred or disqualified from being appointed or continuing as directors of the company by SEBI, MCA or any such other Statutory authority.

Secretarial Audit Report in Form MR-3 for the financial year ended March 31,2026 and Certificate of Non Disqualification of Directors are annexed herewith as Annexure A.

There are no audit qualifications, reservation or any adverse remarks in the said Secretarial Audit Report.

31. DISCLOSURE ABOUT THE RECEIPT OF COMMISSION:

In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has received any commission from the Company thus the said provision is not applicable to the Company.

32. DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING AND REPORTING OF TRADING BY INSIDERS:

The Company has a Code of Conduct for regulating, Monitoring and Reporting of Trading by Insiders ("PIT Policy") for connected persons, designated persons and the insiders (collectively the "Insiders") as defined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Policy provide adequate safeguard against victimization. The Audit Committee reviews the Institutional Mechanism for prevention of insider trading.

The aforementioned policy is available on the website of the company at www.bpml.in

33. INSURANCE:

All the properties/assets including buildings, plant & machinery, furniture & fixtures, and insurable interests of the Company are adequately insured.

34. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. No unclaimed dividend amount lying with the Company, which needs to be transferred to Investor Education and Protection Fund (IEPF).

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iii. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

iv. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

v. 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.

35. ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors, dealers, agent, directors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of the Board of Directors
	(Anuraag P. Poddar)
Place: Mumbai	Chairman & Managing Director
Date: 22nd May, 2026	DIN: 00599143
	ANNEXURE A