Blue Pebble Ltd Directors Report

DEAR MEMBERS,

The Directors present the 8^th Annual Report (‘Report) of Blue Pebble Limited (the ‘Company) along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

COMPANY PERFORMANCE

1. NATURE OF BUSINESS:

The Companys business is to provide a comprehensive range of services encompassing conceptualization, design, Printing, furnishing and installation of vinyl graphics, signage and different furnishing products, including but not limited to 3D Walls, frost/clear glass films, artifacts, wall panels, wall murals, sculptures for corporate interiors and exterior workplace environments. Companies Solutions are custom tailored to meet the unique requirements of each client.

2. FINANCIAL STATEMENTS:

The Companys performance during the financial year ended March 31, 2025 as compared to the previous financial year is summarized below:

		(INR in Lakhs)
	Standalone
Particulars	2024-25	2023-24
Revenue from Operations	4566.25	2206.27
Other Income	88.39	11.05
Total Income	4654.64	2217.32
Expenses
Purchase stock	2783.97	1029.87
Changes in inventories	2.17	29.71
Direct Expenses	230.84	145.05
Employee benefits expense	368.46	263.38
Finance costs	-	-
Depreciation and amortization expense	50.46	13.23
Other Expenses	542.06	235.33
Total Expenses	3,977.96	1716.57
Profit before tax	676.68	500.75
Tax expense:
Current Tax (Including current tax of earlier year)	168.51	128.75
Deferred Tax	1.78	(2.72)
Profit/(loss) after tax for the period	506.39	374.72
Earnings Per Share (EPS) (Face Value of INR 2/- each)
a) Basic (in INR)	12.41	12.49
b) Diluted (in INR)	12.41	12.49

3. FINANCIAL PERFORMANCE:

During the year under review, Your Companys revenue for FY 2024-25 was INR. 4566.25 lakhs, higher by 106.97% over the previous years revenue of INR. 2206.27 Lakhs. The Profit after tax (PAT) for FY 2024-25 was INR. 506.39 lakhs, higher by 35.13% over the previous years PAT of INR. 374.72 Lakhs.

4. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

5. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profits after declaration of Dividend for Financial Year 2024-25 in the statement of profit and loss.

6. DIVIDEND:

The board of directors has recommended a Final Dividend of Rs. 0.50/- per Equity Shares of face value of Rs. 10/- each amounting to Rs. 20,40,000/-.

7. REVISION OF FINANCIAL STATEMENT:

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

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Companys internal financial controls ensure the reliability of data and financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

9. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

10. DISCLOSURE OF ACCOUNTING TREATMENT:

The financial statement of the Company for financial year 2024-25 have been prepared with accounting policies generally accepted in India (Indian GAAP). These financial statements have been prepared to comply in all material respects specified under section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Rules, 2021 as amended from time to time.

11. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

Kindly refer the Notes forming part of financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2025.

12. DEPOSITS FROM THE PUBLIC:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

13. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year. Since all the related party transactions were entered by the Company in ordinary course of business and were in arms length basis, FORM AOC- 2 is not applicable to the Company.

14. DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There are no other subsequent events between the end of the financial year and the date of this report which have a material impact on the financials of the Company.

15. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

16. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

17. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

During the year under review, the Board of Directors approved the formulation of an Employee Stock Option Scheme (ESOS) titled “BPL - Employees Stock Option Plan 2025” after the recommendation of Nomination and Remuneration Committee in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The objective of the Scheme is to attract, retain and motivate employees by providing them an opportunity to participate in the growth of the Company.

Necessary disclosures as required under the applicable regulations have been made and are available on the Companys website at www.bluepebble.in.

18. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

19. CHANGE IN REGISTERED OFFICE ADDRESS OF THE COMPANY

During the year under review, the Registered Office of the Company was shifted within the local limits of the city from B-1201, Titanium Towers, Opp. Star Bazar, Nr. D. N. Nagar Metro Station Andheri (West), Mumbai MH 400053 to 1701 and 1702, Cabin B, Plot A-4, Peninsula

Park, Off. Veera Desai Road, Andheri (West), Mumbai 400053 with effect from 01^st April 2024, pursuant to the provisions of Section 12 of the Companies Act, 2013. The change was approved by the Board and necessary filings were made with the Registrar of Companies.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. BOARD OF DIRECTORS

The Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act and Regulation 17 of the Listing Regulations.

Appointment / Re-appointment

During the financial year under review, In accordance with provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Manoj Bhushan Tiwari (Din 00340671) (Whole-time Director), retires by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment.

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the Independent Directors have submitted declarations that each of them fulfills the criteria of independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors.

None of the Companys directors are disqualified from being appointed as a Director as specified in Section 164 of the Act.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees for the purpose of attending meetings of the Board and its committees.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises of following Directors and Key Managerial Personnel:

SR.NO. NAME OF DIRECTOR & KEY MANAGERIAL PERSONNEL	DESIGNATION	DIN/PAN	DATE OF APPOINTMENT
1 NALIN GAGRANI	MANAGING DIRECTOR & CEO	06981749	08-08-17
2 MANOJ BHUSHAN TIWARI	WHOLE TIME DIRECTOR & CFO	00340671	20-11-23
3 KARUNA NALIN GAGRANI	NON EXECUTIVE DIRECTOR	07591790	18-11-23
4 AMIT M VORA	INDEPENDENT DIRECTOR	07142205	08-09-17
5 MADHUKAR RAMA RAO	INDEPENDENT DIRECTOR	10351332	18-11-23
6 RENU HOLANI	COMPANY SECRETARY	AFBPH8986A	03-04-25

Mr. Manoj Bhushan Tiwari (Din 00340671), retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment as per the provisions of the section 148 & 152 Companies Act, 2013. The resolutions seeking shareholders approval for their reappointments forms part of the Notice.

3. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and there were no material departures; b) They have selected such accounting policies and applied consistently and made judgments 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 profit of the Company for that year; c) They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They have prepared the annual accounts of the Company on a going concern basis; e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

4. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES

1. BOARD MEETINGS

During the financial year 2024-25, 7 (Seven) Board Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

The attendance of each of the Directors at the meeting of the Board Meeting during the year under review is as under:

NAME AND DIN OF THE DIRECTORS	DESIGNATION	NO. OF MEETINGS HELD DURING THE YEAR 2024-25
NALIN GAGRANI	Managing Director & CEO	07
MANOJ BHUSHAN TIWARI	Whole time Director & CFO	07
KARUNA NALIN GAGRANI	Non Executive director	07
AMIT M. VORA	Independent Director	07
MADHUKAR RAMA RAO	Independent Director	07

COMMITTEES OF THE BOARD

Audit Committee

The primary role of the Audit Committee includes overseeing the financial reporting process, ensuring the accuracy and credibility of financial statements, reviewing the appointment and remuneration of auditors, monitoring related party transactions, and assessing internal controls and risk management systems. The Committee also scrutinizes inter-corporate loans, evaluates internal audit functions, and ensures compliance with legal requirements related to financial statements. The Company Secretary of the Company is also the secretary of the Audit Committee.

The terms of reference in brief for Audit Committee can be accessed v ia: https://www.bluepebble.in/investor-relations/company-policies/

The Audit Committee was constituted on 1^st November 2023 since, there is no change in the Composition, following is the Composition of the Committee as on 31st March 2025:

NAME OF THE COMMITTEE MEMBERS	POSITION IN THE COMMITTE	NO. OF MEETING ATTENDED	NO. OF MEETING ENTITLED TO ATTEND
Madhukar Rama Rao	Chairperson	2	2
Amit Mahendra Vora	Member	2	2
Nalin Gagrani	Member	2	2

During the Financial Year, the Audit Committee meeting was held on 15.05.2024 and 21.10.2024.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee (“NRC”) under the Companies Act, 2013, and the SEBI LODR, 2015. The NRC plays a critical role in shaping the governance and leadership structure of the company, ensuring that the right individuals are in key positions and that their compensation aligns with both company goals and regulatory standards. The Company Secretary of the Company is also the secretary of the Nomination and Remuneration Committee.

The terms of reference in brief for Nomination and Remuneration Committee can be accessed via: https://www.bluepebble.in/investor-relations/company-policies/

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178. The Policy is available on the website of the Company: https://www.bluepebble.in/investor-relations/company-policies/

The Nomination and Remuneration Committee was constituted on 1st November 2023 since then there is no change in the Composition, following is the Composition of the Committee as on 31st March 2025:

Name of the Directors	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to
Madhukar Rama Rao	Chairperson	3	3
u Amit Mahendra Vora	Member	3	3
Nalin Gagrani	Member	3	3

ing the Financial Year, the Nomination and Remuneration Committee meeting were held on 15.05.2024, 21.10.2024 and 19.03.2025.

Stakeholder Relationship Committee

Pursuant to the Act and SEBI LODR, 2015 the Stakeholder Relationship Committee was constituted on 1^st November 2023 since then there is no change in the Composition, following is the Composition of the Committee as on 31^st March 2025:

Name of the Directors	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to
Madhukar Rama Rao	Chairperson	1	1
Amit Mahendra Vora	Member	1	1
Nalin Gagrani	Member	1	1

The terms of reference in brief for Stakeholder Relationship Committee can be accessed via: https://www.bluepebble.in/investor-relations/company-policies/

This Committee specifically looks into the grievances of equity shareholders of the Company.

During the Financial Year, the Stakeholder Relationship Committee meeting was held on 28.03.2025.

2. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has complied with the provisions of Corporate Social Responsibility (CSR) pursuant to Section 135 of the Companies Act, 2013. The Company has also framed CSR policy for undertaking and implementing CSR activities. The disclosure under Companies (Corporate Social Responsibility) Rules, 2014 is annexed with this report as Annexure I. The Company has constituted a CSR committee.

3. INTERNAL COMPLAINTS COMMITTEE

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“ICC) as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. Neither were any complaints filed during FY 2024-25 under the provisions of the said Act, nor were any complaints outstanding as at the beginning and end of the year under review.

4. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee, and the Board has been carried out.

5. RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

6. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company at https://www.bluepebble.com/wp-content/uploads/2022/10/vigil-mechanism-whistle-blower-policy.pdf.

7. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure II attached herewith and forms part of this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit which is available on the website of the Company at https://www.bluepebble.in is available for inspection by the Members up to the date of the ensuing Annual General Meeting.

8. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES

None of the Managing Director, and the Whole Time Director of the Company are in receipt of remuneration/commission from any subsidiary company of the Company. The Company has no holding company.

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITOR AND STATUTORY AUDITORS REPORT

The Statutory Auditors Report for FY 2024-25 does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, for the year under review.

2. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and pursuant to Regulation 24A of Listing Regulations, the Company appointed a Practicing Company Secretary M/s. DNG & Associates, Company Secretaries, to undertake the Companys Secretarial Audit.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2025 is attached to this report as Annexure III. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

3. COST AUDITORS

The company is not required to maintain the cost records by the Central Government under Section 148 (1) of the Companies Act, 2013, accordingly such accounts and records are not required to be made and maintained.

4. INTERNAL AUDIT AND CONTROL

Mr. Chetan Rane, being the Internal Auditor of the Company have carried out internal audit of the Company for the financial year 2024-25, as per scope of work finalized with the Audit Committee. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee. The Audit Committee has accepted all the recommendations of the Internal Auditor.

In respect of FY 2024-25, the Board, based on the recommendation of the Audit Committee, approved the appointment of Mr. Chetan Rane, as the Internal Auditors of the Company.

OTHER DISCLOSURES

1. ANNUAL RETURN

As per the requirements of Section 134(3)(a) read along with Section 92(3) of the Act and the rules framed thereunder, including any statutory modifications / amendments thereto for the time being in force, the Annual Return for FY 2024-25 is available on https://www.bluepebble.in

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

The particulars 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 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

The details of foreign exchange earnings and outgo during the year under review is as under:

Particulars	01 April 2024 to 31 March 2025	01 April 2023 to 31 March 2024
	Amount in Lakhs	Amount in Lakhs
Actula Foregin Exchnage eamings		NILL
Actula Foregin Exchnage outgo	NILL	NILL

3. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2024-25, there was no amount due for transfer to IEPF.

4. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report. The Company continues to comply with all applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and other applicable laws.

5. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Management Discussion and Analysis Report forms an integral part of this Integrated Annual Report.

7. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31, 2025 has been separately furnished in the Annual Report and forms a part of the Annual Report.

8. 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 under review, there were no instances of one-time settlement with any bank or financial institution.

9. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the member A member shall be entitled to request for physical copy of any such documents.

10. CREDIT RATING

During the period under review, there was no credit rating has been obtained by the Company.

11. ACKNOWLEDGEMENT

The Directors thank the Companys employees, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company.

The Directors appreciate and value the contributions made by all our employees and their families for making the Company what it is.

The Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

	For and on behalf of the Board of Directors
	of Blue Pebble Limited
	NALIN GAGRANI	MANOJ TIWARI
Place: Mumbai	Managing Director and	Whole-time Director and CFO
	CEO
Date: May 14, 2025	DIN: 06981749	DIN: 00340671
Registered office:
CIN: U74999MH2017PTC299497
1701/1702 Peninsula Park,
Veera Desai Industrial Estate,
Fun Republic Road, Andheri West,
Mumbai 400053
Web-site: www.bluepebble.in
E-mail: info@bluepebble.in
Tel: +91 22-47516581