B&B Triplewall Containers Ltd Directors Report

Dear Members,

The Board of Directors [Board) of your Company has pleasure in presenting the 15 th Boards Report on the business and operations of B&B Triplewall Containers Limited [Company) along with the Audited Financial Statements for the Financial Year ended March 31,2026 [FY 2025-26).

COMPANY OVERVIEW

B&B Triplewall Containers Limited is engaged in the manufacturing of corrugated packaging products, including triple-wall corrugated boxes and customized packaging solutions catering to various industries. The Company is committed to delivering quality products, operational excellence, and customer satisfaction through continuous improvement in its manufacturing processes and business operations. With a focus on sustainable growth and value creation, the Company continues to strengthen its market presence while adhering to high standards of corporate governance and regulatory compliance.

FINANCIAL HIGHLIGHTS

In terms of the provisions of the Companies Act, 2013 [Act), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) and other applicable laws for the Financial Year 2025-26. The financial highlights of the Companys operations are as follows:

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	2025-26	2024-2025	2025-26	2024-2025
Revenue from Operations	61,635.25	49,175.92	60,943.27	48,217.82
Other Income	123.34	97.19	116.01	147.89
Total Income	61,758.60	49,273.11	61,059.28	48,365.71
Less: Expenditures & Depreciation	59,112.26	50,056.17	58,026.71	48,926.87
Profit before tax	2,646.34	(783.06)	3,032.57	(561.16)
Less: Tax (including deferred Tax)	676.79	(172.20)	743.76	(134.58)
Profit after Tax (PAT)	1,969.54	(610.86)	2,288.81	(426.58)
Other comprehensive income	2.95	0.13	2.80	0.08
Total comprehensive income for the year	1,972.49	(610.73)	2,291.61	(426.50)
Equity Share Capital of the Company	2051.12	2051.12	2051.12	2051.12
Earning per Equity Shares
Basic	10.06	(2.70)	11.16	(2.08)
Diluted	10.06	(2.70)	11.16	(2.08)

STATE OF AFFAIRS

During the Financial Year 2025-26, the Company continued to engage in the business of manufacturing and sale of corrugated boxes, corrugated boards, kraft paper. There was no change in the nature of the business of the Company during the year under review.

SHARE CAPITAL

Authorised Share Capital:

The authorized share capital of your Company as on March 31, 2026 stood at Rs. 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.

Issued, Subscribed and Paid-up Share Capital:

As on March 31, 2026, 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, 2026, 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 2025-26, there was no change in the capital structure of the Company.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for Financial Year 2025-26, after all appropriation and adjustments was Rs. 11,679.63 lakhs. The details of Reserve are given below:

(Rs. in Lakhs)

Particular	General Reserve	Retained earning	Security Premium	Other item of OCI	Total other equity
Balance on 01.04.2025	-	7,309.93	2,086.15	-8.06	9,388.01
Profit for the year	-	2,288.81	-	-	2,288.81
Transfer to General Reserve	-	-	-	-	-
Other comprehensive Income	-	-	-	2.8	2.8
Dividend Paid during Financial Year 24-25	-	-	-	-	-
Total Comprehensive income for the year	-	2,288.81	-	2.8	2,291.61
Balance on 31.03.2026	-	9,598.74	2,086.15	(5.26)	11,679.63

DIVIDEND

Board of Directors considering the Companys financial performance and the availability of distributable profit, have recommended a Final Dividend on Equity Share Capital of Rs. 1.00/- per equity share having Face Value of Rs.10/- fully paid up (being 10%] for the Financial Year 2025-26 subject to the approval of Members in the ensuing Annual General Meeting of the Company.

Board of Directors has also recommended Final Dividend on Preference Share Capital @ 1.50 % per preference shares of Rs. 1000/-each for the Financial Year 2025-26.

The payment of aforesaid Dividend is subject to the approval of members in the ensuing Annual General Meeting (AGM].

The total dividend payout will amount to 2,05,93,245/- (Rupees Two Crores Five Lakhs Ninety-Three Thousand Two Hundred Forty-Five only].

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 shareholders are requested to refer to the Finance Act, 2020 and amendments thereto and also to the email sent to them in this regard.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the Financial Year 2025-26, 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.

WEBSITE OF THE COMPANY

The Company maintains a functional website, www.boxandboard.in which provides comprehensive information in accordance with the applicable provisions of the Companies Act, 2013 and Regulation 46(2] of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015. The website hosts a dedicated Investors Relations section containing, inter alia, financial results, annual reports, shareholding pattern, corporate announcements, corporate governance disclosures and other statutory information for the benefit of shareholders and investors.

ANNUAL RETURN

Pursuant to Section 134 and Section 92(3] of Companies Act, 2013 read with Rule 12 (1] of the Companies (Management and Administration] Rules, 2014, the annual return as on March 31, 2026 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/upioads/2026/0B/Draft Annual-Return 2025-26.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 as at the end of Financial Year 2025-26 are provided in the Standalone Financial Statements (refer Note No. 6],

DEPOSITS

The Company has not invited/ accepted any deposits from the public during the Financial Year 202526. Hence, there were no unclaimed or unpaid deposits as on March 31, 2026.

Further, Pursuant to the rule 2(l](c](viii] of Companies (Acceptance of Deposits] Rule, 2014 and amendment thereunder, outstanding of unsecured loan as won March 31, 2026 is Rs. 2,618 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 Companies Act, 2013 and will be return according to term of acceptance.

SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES

As on March 31, 2026, your Company has a Subsidiary Company named B and B Colour Cartons Private Limited.

Pursuant to Section 129(3] of Companies Act, 2013, 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, 2026 and as on the date of this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE 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 2025 -26 and as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year 2025-26, there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the Financial Year 2025-26, no application was made or proceeding pending under Insolvency and Bankruptcy code, 2016 against the Company.

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

During the Financial Year 2025-26, The difference in valuation between the time of availing the loan from the Bank(s]/Financial Institution^] and the time of One-Time Settlement (OTS] was primarily attributable to changes in market conditions, passage of time and the prevailing condition of the underlying assets. The valuation undertaken at the time of OTS reflected the fair market/realisable value of the assets as on the respective valuation date.

HUMAN RESOURCES MANAGEMENT

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industrys leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding individual contribution and innovation. The focus of our Human Resources Management is to enable our employees to navigate their next, not just for clients, but also for themselves. The Company had 912 employees as on March 31, 2026.

The disclosure as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors, KMPs and other employees of the Company, are given in Annexure-A to the Boards Report. In terms of Section 136(1) of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement of Particulars of Employees as required under Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. The copy of the said statement is available for inspection by the Members at the Registered Office of your Company during business hours on working days up to the date of the ensuing Annual General Meeting (AGM).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, secure and inclusive work environment and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

An Internal Complaints Committee (ICC) has been constituted to address and redress complaints of sexual harassment. The Company maintains a zero-tolerance approach towards any form of sexual harassment and is committed to ensuring a workplace where all employees are treated with dignity, respect and equality, free from any form of harassment or discrimination.

The details of complaints received and disposed of during the Financial Year 2025-26 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

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the Financial Year 2025-26, 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts & arrangements with related parties under Section 188(1) of the Companies Act, 2013, entered by the Company during the Financial Year 2025-26, were in the ordinary course of Business

and on arms length basis. Disclosure to the related party transactions is given under the notes to the Financial Statement. The particulars of material contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as Annexure- B to the Boards Report.

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

https://boxandboard.in/corporate-governance / .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Brief Details of Board of Directors of the Company are given in Corporate Governance Report (CGR) which forms part of this Annual Report.

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. Alok Agarwal (DIN: 00636966), Whole Time Director will retire by rotation at the ensuing AGM, and being eligible, offers himself for reappointment in accordance with provisions of the Companies Act, 2013. The Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company has recommended his reappointment to shareholders.

A brief resume of Director seeking re-appointment consisting nature of expertise in specific functional areas and name of companies in which they hold directorship and/or membership/ chairmanships of committees of the respective Boards, shareholding and relationship between directorship inter-se as stipulated under Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 (SS-2) on General Meetings issued by the Institute of Company Secretaries of India (ICSI), are annexed with notice of ensuing AGM.

DISCLOSURES BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 in Form DIR 8 and declaration confirming compliance with the Code of Conduct of the Company.

DECLARATIONS FROM INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (l)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

With regard to the integrity, expertise, experience and proficiency of the Independent Directors appointed/re-appointed during the Financial Year 2025-26, 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.

NUMBER OF MEETINGS OF THE BOARD

Board of Directors of the Company met 6(Six) times in a Financial Year 2025-26. The maximum interval between any two meetings did not exceed time gap, as prescribed in the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The brief particulars of the meetings of the Board of Directors held during the Financial Year 2025-26 are given in the Corporate Governance Report (CGR) which forms part of this Annual Report.

FORMAL ANNUAL EVALUATION

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 2025-26.

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 Boards functioning was evaluated on various aspects, including, inter alia, degree of fulfilment of key responsibilities, Board structure & composition, role & accountability, management oversight, risk management, culture & communication, frequency and effectiveness of meetings.

The Committees of the Board were assessed on the basis of degree of fulfilment 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 meetings, who also reviewed the performance of the Board as a whole.

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

DIRECTORS RESPONSIBILITY STATEMENT

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, 2026, 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, 2026 and of the profits of the Company for the financial year ended March 31, 2026;

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;

d. the annual accounts have been prepared on a going concern basis;

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.

COMMITTEES OF THE BOARDS

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 2025-26. 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 2025-26 and attendance of committee members at each meeting is provided in the Corporate Governance Report, which forms a part of this Annual Report.

VIGIL MECHANISM

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 a mechanism for Directors, employees, and business associates to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct, or other irregularities. The Policy also provides adequate safeguards against victimization of persons who report such concerns in good faith.

All concerns reported under the Policy are investigated appropriately, and suitable action is taken in accordance with the provisions of the Policy. During the Financial Year 2025-26, no whistle blower complaint was received by the Audit Committee.

The Whistle Blower/Vigil Mechanism Policy of the Company is available on the Companys website at

https://boxandboard.in/wp-content/uploads/2025/09/7.WB VM-Policy.pdf .

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. During the Financial Year 2025-26, 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.

RISK MANAGEMENT

Your Company has a Risk Management Policy in place to identify, assess and mitigate various risks associated with its operations. The same has been placed at the website of the Company at

https://boxandboard.in/wp-content/uploads/2026/08/Risk-Management-Policy.pdf .

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.

SECRETARIAL STANDARDS

Secretarial Standards i.e., SS-1 and SS-2, issued by ICSI relating to Meeting of the Board of Directors and General Meetings, have been duly complied by the Company during the Financial Year 2025-26.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

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 2025-26.

CORPORATE GOVERNANCE

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.

CODE OF CONDUCT

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

https://hoxandhoard.in/wp-content/uploads/2025/09/6.-Code-of-Conduct-for-Board-of-Directors- and-SMP.pdf .

BOARD POLICIES

The Company is committed to promoting and adhering to the highest standards of ethics, integrity, transparency, and accountability in all its business dealings, guided by its core values and sound corporate governance practices.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted all applicable statutory policies to ensure effective corporate governance, regulatory compliance, and ethical business conduct. These policies are available on the Companys website at https://boxandboard.in/corporate- governance/ .

These policies are reviewed periodically by the Board of Directors and updated, modified, or amended, as and when considered necessary, to align with the applicable laws, regulatory requirements, and best governance practices.

INFORMATION TECHNOLOGY

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 Wallet HR software to streamline and manage all Human Resource-related activities and processes.

EDUCATION, TRAINING AND DEVELOPMENT

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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 the Boards Report.

GREEN INITIATIVES

As part of its commitment to environmental sustainability and reducing paper consumption, the Ministry of Corporate Affairs has launched a Green Initiative in Corporate Governance. This initiative promotes paperless compliance under the Companies Act, 2013.

In line with this initiative and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, electronic copies of the Annual Report for the Financial Year 2025-26 and the Notice of the 15 th Annual General Meeting is being sent to all members whose email addresses are registered with the Company or with their respective depository participants.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

In compliance with the provisions prescribed under Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has constituted Nomination and Remuneration Committee. The Nomination and Remuneration

Committee has formulated a Nomination and Remuneration Policy and the same is available on Companys website at https: //boxandboard.in/corporate-governance / .

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company remains committed to conducting its business in a socially responsible and sustainable manner. It firmly believes that inclusive growth and the collective development of all stakeholders, particularly the underprivileged sections of society, are essential for long-term business sustainability. Accordingly, Corporate Social Responsibility (CSR) is viewed not merely as a statutory obligation but as an integral part of the Companys commitment towards creating sustainable value for society.

Pursuant to the provisions of Section 135 the Companies Act, 2013, read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board.

The CSR Committee has formulated a CSR Policy, which sets out the guiding principles and the framework for undertaking CSR activities in accordance with the applicable provisions of the Companies Act, 2013. The CSR Policy is available on the Companys website at

https://boxandboard.in/corporate-governance/ .

Further, as the Company did not meet the prescribed criteria for applicability of the provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 during the Financial Year 2025-26, the provisions relating to CSR were not applicable to the Company for the said financial year. However, the Company has an unspent CSR amount pertaining to an earlier financial year and, accordingly, the disclosures relating to such unspent CSR amount, as required under the applicable provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in Annexure-D to the Boards Report.

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.

AUDITORS AND AUDITORS REPORT

Secretarial Auditor

In terms of provisions of Section 204(1) of the Companies Act, 2013, read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s K. P. Ghelani & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company to hold office for 5 (Five) years form conclusion of 14 th AGM held on 30 th September, 2025, till the conclusion of 19 th AGM of the Company.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed as Annexure- E to the Boards Report.

Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act, 2013, read with provisions of the Companies (Audit and Auditors) Rules, 2014, 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.

Auditors Report

The report of the Statutory Auditors on Financial Statements of the Company for the Financial Year 2025-26 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 2025-26.

Cost Records & Audit

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 2025-26?

Internal Auditor

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 2025-26.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year 2025-26, neither the Statutory Auditor nor the Secretarial Auditor has reported any instance of fraud committed against the Company by its officers or employees to the Audit Committee under Section 143 (12) of the Companies Act, 2013, Accordingly, no disclosure in this regard is required to be made in the Boards Report.

OTHER DISCLOSURES

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

ACKNOWLEDGMENTS

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.

Date: August 14, 2026 For and on behalf of the Board

Place: Bangalore B&B Triplewall Containers Limited

Manish Kumar Gupta	Ravi Agarwal
Chairman & Managing	Whole time Director
Director	and CFO
(DIN: 03568502)	(DIN:00636684)