Balkrishna Paper Mills Ltd Directors Report

To, The Members,

Balkrishna Paper Mills Ltd.

Your Directors have pleasure in presenting the Twelth Annual Report of the Company along with Audited Financial Statements for the financial 31, 2025.

1. FINANCIAL RESULTS:

The summary of the financial Company for the financial compared to the previous year ended March 31, 2024, is given below:

( in Lakhs)

Particulars	2024-25	2023-24 (Restated)
Net Turnover and Other Income from continuing operation	241.16	345.33
Profit/(Loss) before Depreciation, and Tax for the period	820.37	(7107.81)
Less: Depreciation and Amortisation	1.72	6.12
Profit/(loss) before Tax for the period	818.65	(7113.93)
Less: Provision for Taxation:
Current Tax	-	-
Tax Adjustment for earlier years	-	-
Deferred Tax (Net)	-	-
Profit/ (Loss) afterTax	818.65	(7,113.93)
Add/(Less):Other Comprehensive Income (net of taxes)	0.02	(27.70)
Total Comprehensive Income/ (Expenses) for the year	818.67	(7,141.63)

2. OPERATIONS:

During the year under review, the Gross turnover and other Income of your Company was 241.16 Lakhs as compared to 345.33 Lakhs in the previous year. The net profit for the year stood at 818.67 Lakhs against Loss of 7,141.63 Lakhs in the previous year.

Over the years, your Company has been incurring heavy losses on account of high cost of production, lower productivity, lower volume of business and high fixed cost etc. The Company have tried its best to revive the operations by undertaking various measures in the manufacturing as well as time to time infused funds. However, the losses have continued to accrue. Therefore, to arrest further losses the Company has kept production activities at Ambivali factory in abeyance since January 2023. Further, the Company had appointed consultant for exploring various strategies for revamping the ‘Paper & Paper Board year ended March manufacturing activities and also explore alternative business opportunities available to the Company. As per the Consultants report, the manufacturing of ‘Paper & Paper Board from Ambivali factory is not a performance of the viable business, on account of increased challenges year ended March 31, 2025 due to evolving market conditions, rising competition, and changing consumer preferences toward digital alternatives. Further, 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. In view of the above, Paper manufacturing operation from Ambivali factory is not feasible. Hence, your Company has decided to discontinue the manufacturing of ‘Paper and Paper Board situated at Ambivali, during the year under review.

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, 2025 are as under:

Equity Share Capital: 32.22 Crore

Preference Share Capital: 110 Crore

During the year under review, your Company has reclassified and altered the Authorised Share Capital of Rs. 168,00,00,000 (Rupees One Hundred Sixty Eight Crore Only) consisting of 3,30,00,000 (Three Crore Thirty Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each, 25,00,000 (Twenty Five Lakh) 9%

Cumulative Redeemable Preference Shares of Rs.100/- (Rupees One Hundred Only) each and 1,10,00,000 (One Crore Ten Lakh) Preference Shares of Rs. 100/- (Rupees One Hundred Only) each to Rs. 168,00,00,000 (Rupees One Hundred Sixty Eight Crore Only) consisting of 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 by reclassification of existing 25,00,000 (Twenty Five Lakhs) 9% Cumulative Redeemable Preference Shares of Rs.100/- (Rupees One Hundred Only) each into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each.

During the year under review, the Rights Issue process was completed. Issue was Opened on April 02, 2024 for the eligible Shareholders and Issue Closed on April 15, 2024. The Rights Issue Committee of Board of Directors of the Company at their meeting held on April 19, 2024 have allotted 2,14,79,688 fully paid Rights Equity Shares of face value of Rs.10 each of the Company at an issue price of Rs.21 per Rights Equity Share. The Company received proceeds of Rights Issue on May 7, 2024. The Company had fully utilized the proceeds of rights issue for the purpose for which Rights was issued.

Your Company had redeemed 25,00,000 (Twenty Five Lakh) 9% Cumulative Redeemable Preference Shares of Rs.100/- (Rupees One Hundred Only) each aggregating Rs.25,00,00,000/- (Rupees Twenty Five Crore Only) on May 8, 2024.

Apart from the Rights Issue and redemption of Preference Shares as mentioned above, there was no change in the paid up Share Capital during the year under review.

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2025, 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:

According to International Monetary Fund (IMF), the global economy grew by 3.2% in 2024, and projected in line with the April 2024 World Economic Outlook (WEO) forecast, at 3.3% for 2025. Growth was uneven across regions, with advanced economies recording stable expansion while emerging markets and developing economies reporting mixed trends. Global manufacturing weakened, particularly in Europe and parts of Asia, due to supply-chain disruptions and reduced external demand. The services sector remained resilient and contributed positively to economic activity. Inflation pressures eased in most economies but remained persistent in the services sector. Global recession, anticipated as a consequence of aggressive monetary tightening. The global macroeconomic environment, nevertheless, remained afflicted by the lingering effects of geo-economic fragmentation, high debt levels, and rising risks from climate events.

Indian Economic Review:

According to the April 2025 edition of the IMFs WEO, Indias economy is expected to grow by 6.2 percent in 2025 and 6.3 percent in 2026, maintaining a solid lead over global and regional peers. Indias economic outlook for 2025 and 2026 remains one of the brightest among major global economies, as highlighted by the IMF. Despite global uncertainties and downward revisions in growth forecasts for other large economies, India is set to maintain its leadership in global economic growth. The Indian economy exhibited remarkable resilience to global shocks and recorded robust growth during FY2024. Its realised growth momentum surpassed expectations amid growth supportive macro-financial conditions characterised by moderation in inflation, a sustainable external balance position, financial stability, healthy balance sheets of corporates, orderly financial markets, and fiscal consolidation along with sustained improvement in the quality of public expenditure. On the back of continuous reforms, the investment-led growth process and sound macro-policy setting are expected to help sustain Indias lead as the fastest growing major economy in the world.

Indian Paper and Packaging Industry Overview:

Indias regulatory push for eco-friendly packaging has catalyzed the transition from plastic to paper-based alternatives. With the government tightening plastic usage norms, paperboard and corrugated solutions have become essential, not optional. Brands are actively adopting biodegradable and recyclable packaging to meet consumer expectations and Environmental, Social, and Governance (ESG) Goals. The industry is projected to grow at a Compound Annual Growth Rate (CAGR) of 6-8% over the next five years, with strong demand from the FMCG, e-commerce, pharmaceuticals, and food & beverage sectors.

The Indian paper packaging industry, a significant contributor to the nations economy, would characterized by a fragmented landscape with a mix of large multinational corporations and numerous small and medium-sized enterprises (SMEs). Concentration is higher in certain segments like corrugated packaging, where larger players hold a greater market share. However, the overall industry displays a relatively low level of concentration. The Indian paper packaging market is experiencing robust growth, driven by a burgeoning population, rising disposable incomes, and a booming e-commerce sector. The Indian paper packaging industry offers a diverse range of products catering to varied customer needs. Corrugated boxes, folding cartons, and liquid cartons are major product categories. Innovations include sustainable materials, customized designs, enhanced printing capabilities, and specialized functionalities for improved product protection and shelf appeal. The focus is shifting towards lightweight, high-strength materials that minimize environmental impact while maximizing protection and supply chain management.

Companys Overview:

During the year under review, the Company has discontinued its manufacturing activities of ‘Paper and Paper Board at Ambivali. The Company is doing trading activities in sustainable plastic and packaging materials.

The Company is looking towards possibility of entering into new areas of business to put to use the existing resources of the company to the optimum level.

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 to 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 Indian packaging-coated board sector is witnessing strong performance, driven by rising demand stemming from lifestyle consumption growth. However, the recycled coated board segment is experiencing overcapacity due to the commissioning of several large projects in recent years, coupled with only moderate export activity. Meanwhile, virgin board producers face challenges competing against low-cost imports, which are exerting pressure on their market positioning and profitability. The success of the Company is dependent on various factors such as demand for the Paper Board, cost of production, volume of production, logistic cost and efficiency of the plant etc. Further, due to import of Paper Board on concessional Tariff Rates, there is always pressure of pricing on the domestic Paper Board Companies, which makes the domestic Paper Board industry unviable.

Human Resources:

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

Forward Looking Statement:

Statements in the Management Discussion and Analysis describing the Companys objectives, predictions may be "forward looking statements" within the meaning of applicable laws and regulations. The actual results could differ materially from the forward looking statements contained in this document due to certain risks and uncertainties.

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 self-assessment tests, have been passed the test.

Shri Anurag Poddar, Chairman and Managing Director has forgone his monthly remuneration due to poor financial position of the Company with effect from 1st April, 2019 and continue to do so till further communication.

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 Manish Malpani (DIN:00055430), 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.

Continuation of Office and Re-appointment of Shri

Dileep H. Shinde

Your Directors has approve continuation of directorship of Shri Dileep H. Shinde (DIN: 00270687), Non-Executive Independent Director in terms of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, who is serving his first term as an Independent Director with effect from August 7, 2021 until August 6, 2026 and will attain the age of 75 years on September 23, 2025 and his continuation of office even after attaining the Age of 75 years and for re-appointment for 5 (five) consecutive years on the Board of the Company for a second term w.e.f. August 7, 2026 to August 6, 2031(both days inclusive).

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

Change in Constitution of Board of Directors

The Board of Directors on the recommendation of Nomination and Remuneration Committee has approved the appointment of:

1. Smt. Saumya Ashish Bagrodia (DIN: 06699932) as a Non-Executive Non-Independent Director;

2. Shri Ashok Nathmal Garodia (DIN: 00206017), as a Non-Executive Independent Director for a period of 5 years with effect from February 11,

2025.

Members of the Company have also approved the appointment of Smt. Saumya Ashish Bagrodia and Shri Ashok Nathmal Garodia as aforesaid through Postal Ballot on March 27, 2025.

During the year under review, Shri Rakesh N. Garodia and Smt. Meghna S. Shah, Independent Directors have completed their two terms of five years each as an Independent Directors on February 10, 2025 (close of business hours) and hence retired.

The Board of Directors of the Company expressed their deep appreciation and gratitude to Smt. Meghna S. Shah and Shri Rakesh N. Garodia for their extensive contribution, commitment and exceptional service to the organization.

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:

Name	Designation
1. Shri Anurag Poddar	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, 2025 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, to experience, expertise, proficiency 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 also rules made thereunder: May 13, 2024, August 14, 2024, November 13, 2024, January 02, 2025 and February 11, 2025.

In addition to the above, Independent Directors Meeting was also held on March 08, 2025. 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. Rights Issue Committee.

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:

Name of the Director	Category
1. Shri Dileep H. Shinde	Independent Director
2. Prof. (Dr.) Mangesh D. Teli	Independent Director
3. Shri Ashok N. Garodia	Independent Director

During the year under review, Shri Rakesh N. Garodia and Smt. Meghna S. Shah, Independent Directors had completed their two terms of five years each an Independent Directors on February 10, 2025 and consequently ceased to be Member.

During the year under review, two (2) Meetings of the Committee was held on August 14, 2024 and February 11, 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 also 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 have 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 31, 2025 and of the Profit of the Company for that year under review; c) That the Directors have taken proper and 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 have prepared the accounts for the financial year on going concern basis; e) The Directors have laid down internal financial controls, which are adequate and were operating

f) The Directors have devised proper system to related party transactions 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 confirming Certificate 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,

Note No.44. the significant

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, 2025.

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.atMarch SUBSIDIARY COMPANIES:

The Company has no subsidiary / Joint Venture Companies during the year under review. Hence, sufficient 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 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 except the Sell of Lands and Buildings at Dombivali to Siyaram Silk Mills Limited and availed Inter Corporate Deposit (ICD) from S P Finance and Trading Limited, shareholders approval for the same have already obtained.

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. 37 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. DISCLOSUREOFORDERSPASSEDBYREGULATORS

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 except the discontinuation of the manufacturing of ‘Paper and Paper Board at the Ambivali factory.

22. PARTICULARS OF CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the Financial Year 2024-25, 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 Section 134(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 workmen during the year under review continued to be cordial.

26. SEXUALHARASSMENTOFWOMENATWORKPLACE

(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 2024-2025 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,

2025 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. 41 of the Financial Statements.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors have appointed M/s. K. G. Goyal & Associates, Cost Accountants, as a Cost Auditor of the Company for the Financial Year 2025-26 at a remuneration of Rs. 25,000/- (Rupees Twenty Five Thousand Only) per annum plus applicable tax, reimbursement of travelling and other out of pocket expenses incurred by them at actuals.

The remuneration to be paid to Cost Auditors require ratification by the shareholders and accordingly necessary resolution for ratification for seeking approval of members is included in Notice of ensuing AGM. Cost Audit Report for the financial year ended March 31, 2024 was filed with MCA on September 5, 2024.

c. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed GMJ & Associates, Company Secretaries in Practice to undertake Secretarial

Audit for the financial year 2024-25.

M/s GMJ & Associates, Company Secretaries has issued Certificate dated May 29, 2025 certifying that none of the Directors on the Board of the Company during the Financial year 2024-25 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, 2025 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 differencebetween 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
	Anurag P. Poddar
Place: Mumbai	Chairman & Managing Director
Date: 29th May, 2025	DIN: 00599143