B&B Triplewall Containers Ltd Directors Report

The Standalone and Consolidated Financial Performance of the Company for the Financial Year ended March 31, 2025 is summarized below:

(Rs. in Lakhs)

During the Financial Year 2024-25, your Company has reported the revenue from operation amounted to Rs. 48,217.82 Lakhs as against Rs. 37,451.51 Lakhs during the previous Financial Year 2023-24.

The Company is primarily engaged in the manufacturing of corrugated boxes and boards. During the Financial Year 2024-25, the Company expanded its operations to include the production of Kraft paper, marking a key step toward backward integration. This initiative enhances our supply chain efficiency, ensures better control over input quality, and supports our long-term cost optimization strategy.

The authorized share capital ofyour Company as on March 31, 2025 stood atRs. 25,00,00,000 (Rupees Twenty-Five Crores Only) divided into 2,20,00,000 (Two Crores Twenty Lakhs) Equity Shares of Rs 10/- (Rupees Ten Only) each and 30,000 (Thirty Thousand) Preference Shares of Rs 1000/- (Rupees Thousand Only) each.

As on March 31, 2025, the Issued, Subscribed and Paid-up Equity Share Capital of the Company was Rs. 20,51,12,400/- (Rupees Twenty Crores Fifty-One Lakhs Twelve Thousand Four Hundred only) divided into 2,05,11,240 (Two Crores Five Lakhs Eleven Thousand Two Hundred and Forty) Equity Shares of face value of Rs.10/- (Rupees Ten only) each.

As on March 31, 2025, the Issued, Subscribed and Paid-up Preference Share Capital of the Company was Rs. 54,67,000/-(Rupees Fifty-Four Lakhs Sixty-Seven Thousand only) divided into 5,467 (Five Thousand Four Hundred Sixty-Seven) Preference Shares of face value of Rs. 1000/- (Rupees Thousand only) each.

Further, during the Financial Year 2024-25, there was no change in the capital structure of the Company.

The closing balance of the retained earnings of the Company for Financial Year 2024-25, after all appropriation and adjustments was Rs. 9388.01 lakhs. The details of Reserve are given below:

(Rs. in Lakhs)

In view of the financial performance of the Company during the Financial Year 2024-25, and considering the net loss incurred, the Board of Directors has not recommended any dividend on equity shares for the Financial Year 2024-25. However, as per the terms of issue, the Company will pay the dividend due on preference shares.

Board of Directors has recommended Dividend on Preference Share Capital @ 1.50 % per preference shares of Rs. 1000/-each for the Financial Year 2024-25.

Pursuant to the Finance Act, 2020 read with The Income Tax Act, 1961, the dividend paid or distributed by a Company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after deduction of tax at source at the prescribed rates. For the prescribed rates of various categories, the preference shareholders are requested to refer to the email sent to them in this regard.

During the Financial Year 2024-25, the provision of section 125(2) of Companies Act, 2013 does not apply as there was no requirement to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 2025 in the prescribed Form No. MGT-7 is available on the website of the Company at www.boxandboard.in at the link https://boxandboard.in/wp-content/uploads/2025/09/AB6496736.pdf

Particulars of Loans, Guarantees and Investments under Section 186 of the Act as at the end of Financial Year 2024-25 are provided in the Standalone Financial Statements (refer Note No. 6 and 14).

The Company has not invited/ accepted any deposits from the public during the Financial Year 202425. Hence, there were no unclaimed or unpaid deposits as on March 31, 2025.

Further, Pursuant to the rule 2(l)(c)(viii) of Companies (Acceptance of Deposits) Rule, 2014 and amendment thereunder, outstanding of unsecured loan on March 31, 2025 is Rs. 2,678 Lakhs/- from Directors and their relatives.

Amount received from relatives of Directors was accepted prior to conversion into public limited in compliance with provision of Act and will be return according to term of acceptance.

As on March 31, 2025, your Company has a Subsidiary Company named B and B Colour Cartons Private Limited.

Pursuant to Section 129(3) of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of Financial Statements of subsidiaries in prescribed form AOC-1, is annexed to the Consolidated Financial Statements of the Company which forms part of this Annual Report. The said statement also provides the details of performance and financial position of Subsidiary Company and its contribution to the overall performance of the Company.

Further, there is no Associate Company or Joint Venture of the Company as on March 31, 2025 and as on date of report.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2024 -25 and as on the date of this report.

During the Financial Year 2024-25, no application was made or proceeding pending under Insolvency and Bankruptcy code, 2016 against the Company.

During the Financial Year 2024-25, the said disclosure is not Applicable.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The details of complaints received and disposed of during the Financial Year 2024-25 are as under:

(a) number of complaints of sexual harassment received in the year-NIL

(b) number of complaints disposed off during the year- NIL

(c) number of cases pending for more than ninety days-NIL

During the Financial Year 2024-25, the Company has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder.

The Company is committed to ensuring a safe, inclusive, and supportive work environment for its women employees by extending all statutory benefits, including maternity leave and related entitlements, as prescribed under the Act.

The Policy on materiality of related party transactions and manner of dealing with related party transactions as approved by the Board is available on the website of the Company at

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Accordingly, Mr. Manish Bothra (DIN: 07153582), Whole Time Director will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Act. The Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company has recommended his re-appointment to shareholders.

The Company has appointed Ms. Jagrati Varshney, a Member of the Institute of Company Secretaries of India (ICSI) as Whole-time Company Secretary and Compliance officer of the Company w.e.f June 24, 2024 in accordance with provision of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Directors on the Board have submitted notice of interest under Section 184(1) in Form MBP 1, intimation under Sectionl64(2) in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

With regard to the integrity, expertise, experience and proficiency of the Independent Directors appointed/re-appointed during the Financial Year 2024-25, the Board of Directors has reviewed the declarations and confirmations submitted by them and is of the opinion that all the Independent Directors are persons of integrity, possess the requisite expertise, experience and proficiency, and that their continued association will be of significant value and in the best interest of the Company.

Board of Directors of the Company met ll(Eleven) times in a Financial Year 2024-25. The maximum interval between any two meetings did not exceed time gap, as prescribed in the Companies Act, 2013.

The brief particulars of the meetings of the Board of Directors held during the Financial Year 2024-25 are given in the Corporate Governance Report (CGR) which forms part of this Annual Report.

In terms of the provisions of Sections 178 of the Companies Act, 2013 read with Rules issued thereunder and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors in consultation with Nomination and Remuneration Committee, has formulated a framework, inter-alia, the criteria for the performance evaluation of the entire Board of the Company, its Committees and individual Directors, for Financial Year 2024-25.

The Board evaluation process was carried out to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve the business goals of the Company. Directors were evaluated on their contribution in Board / Committee meetings, guidance & support to the management outside Board / Committee meetings and other parameters as specified by the Nomination and Remuneration Committee of the Company.

The Committees of the Board were assessed on the basis of degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of the meetings.

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman of the Board and of the Non-Independent Directors was carried out by the Independent Directors at their separate meeting, who also reviewed the performance of the Board as a whole.

The Board of Directors expressed their satisfaction with the evaluation process.

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting Standards and Schedule III of the Act, have been followed and there are no material departures from the same;

b. 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, 2025 and of the profits of the Company for the financial year ended March 31, 2025;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

The Board has constituted various committees in accordance with the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement), 2015. During the Financial Year 2024-25. There were 4 (four) Committees of the Board of Directors of the Company, namely

I. Audit Committee,

II. Nomination & Remuneration Committee,

III. Stakeholders Relationship Committee and

IV. Corporate Social Responsibility Committee.

All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

A detailed update on composition, terms and reference of various Board Committees, number of meetings held during the Financial Year 2024-25 and attendance of committee members at each meeting is provided in the Corporate Governance Report, which forms a part of this Annual Report.

The Company has a robust vigil mechanism through its Whistle Blower/Vigil Mechanism Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The Policy provides protection to the Directors, employees and business associates who report unethical practices and irregularities.

Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. However, no complaint of this nature has been received by the Audit Committee during the Financial Year 2024-25.

The Whistle Blower/Vigil Mechanism Policy of the Company can be accessed at website of the Company at www.boxandboard.in.

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. During the Financial Year 2024-25, such controls were tested and no reportable material weakness in the design or operation was observed. The Internal Financial Controls of the Company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Your Company has a Risk Management Policy consistent with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The same has been placed at the website of the Company at www.boxandboard.in.

Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that may affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the objectives of the organisation.

The Business Responsibility & Sustainability Report as required under regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable on the Company for the Financial Year 2024-25.

The Company is committed to maintain the highest standards of Corporate Governance and transparency. We ensure that we evolve & follow the Corporate Governance guidelines & best practices sincerely to boost long term Shareholders value legally, ethically & sustainably. We consider it as an inherent responsibility to disclose timely and accurate information regarding its operations and performance. We also endeavour to maximize shareholders value and respect minority rights in all our business decisions.

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 read with Schedule-V of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of this Annual Report.

A certificate from M/s Shivam Grover & Associates, Company Secretaries confirming the compliance of the Company with the conditions of Corporate Governance, as stipulated under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, is annexed with Corporate Governance Report which forms part of this Annual Report.

The Board has adopted the Code of Conduct for members of the Board and Senior Management Personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. The said Code of Conduct is available on the website of the Company at

www.boxandboard.in.

Information technology drives innovation and innovation is the path to business success. Your Company is constantly adopting the advance technologies in all spheres of working across all the departments of the Company. Constant adoption of Information technology in its day-to-day operation has facilitated the working in effective & efficient manner.

The Company is currently using Microsoft Dynamics 365 Business Central (Enterprise Resource Planning) software in its day-to-day functioning which has integrated all facets of an operation - including product planning, development, manufacturing, sales and marketing, purchase, plant maintenance, warehouses, finance - in a single database, application and user interface.

Further, the Company has implemented the HR Wallet software to streamline and manage all Human Resource-related activities and processes.

In an ever changing and fast paced corporate world, training and development is an indispensable function and management of B&B believes that training presents a prime opportunity to expand the knowledge base of all employees. A structured training and development program are organized for employees to have a consistent experience and background knowledge. We encourage a culture of continual learning among employees through various Training & development sessions within the organization. B&B team always focus on producing targeted and tangible results for the business, treat it seriously and consider it a capital investment and make it results-driven. The results from our training and development initiatives have been very positive and clearly presented the enhanced productivity, efficiency & effectiveness.

The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in the Annexure-C to this Report.

In line with this initiative, electronic copies of the Annual Report for the financial year 2024-25 and the Notice of the 14th Annual General Meeting have been sent to all members whose email addresses are registered with the Company or their respective depository participants.

Your Company has firm belief and commitment towards the collective development of all the stakeholders, especially, people at bottom of the pyramid and consider it as a pre-requisite for the sustainability of the business. Thus, CSR is not just compliance for the Company, but is an opportunity to contribute towards nation building through well-defined professional approach.

Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is given in Annexure- D outlining the main initiatives taken during the Financial Year 2024-25.

The details pertaining to the composition, meetings and terms of reference of the CSR Committee are included in the Corporate Governance Report which forms part of this Annual Report.

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment of M/s K. P. Ghelani & Associates, Company Secretaries was approved by the Board of Directors and Audit Committee in their respective meetings held on August 14, 2025, subject to the approval of members at ensuing AGM to conduct the Secretarial Audit of the Company for a period of 5 (five) consecutive years (i.e. from FY 2025-26 to FY 2029-30) from the conclusion of 14^th AGM till the conclusion of 19^th AGM ofyour Company.

The consent in writing and eligibility certificate has been received from M/s K. P. Ghelani & Associates, Company Secretaries to act as Secretarial Auditor of the Company.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed as Annexure- E to this report.

The Observations of the Secretarial Auditors in Secretarial Audit Report are self-explanatory and do not call for any further comments.

In terms of the provisions of Section 139 of the Companies Act, 2013, read with provisions of the Companies (Audit and Auditors) Rules, 2014 (as amended), M/S Surana Naveen Vikash & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office for 5 (Five) years form conclusion of the 13^th AGM held on 30^th September, 2024, till the conclusion of the 18^th AGM of the Company.

The report of the Statutory Auditors on Financial Statements of the Company for the Financial Year 2024-25 forms a part of this Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the Financial Year 2024-25.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company in the Financial Year 2024-25t

Pursuant to the provisions of Section 138 of the Companies Act, 2013 the Company has appointed Mr. Yuvraj.V (Finance & Accounts Head) In-house Internal Auditors of the Company for the Financial Year 2024-25.

a. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors;

b. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

c. The Company has not issued any sweat equity shares/ESOP/ RSUs to its Directors or employees; and

The Board of Directors place on record our sincere gratitude and appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

Manish Kumar Gupta Ravi Agarwal

Chairman & Managing Whole time Director

Director and CFO

(DIN:03568502) (DIN: 00636684)