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DIRECTORS' REPORT

B&B Triplewall Containers Ltd.

GO
Market Cap. ( ₹ in Cr. ) 390.00 P/BV 3.30 Book Value ( ₹ ) 57.55
52 Week High/Low ( ₹ ) 229/121 FV/ML 10/1 P/E(X) 0.00
Book Closure 23/09/2024 EPS ( ₹ ) 0.00 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors ("Board”) of your Company has pleasure in presenting the 14th Board’s 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, 2025.

FINANCIAL RESULTS

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

fRs. in Lakhs!

Particulars

Consolidated

Standalone

2024-2025

2023-2024

2024-2025

2023-2024

Revenue from Operations

49,175.92

37,539.43

48,217.82

37,451.51

Other Income

97.19

90.40

147.89

102.80

Total Income

49,273.11

37,629.83

48,365.71

37,554.31

Less: Expenditures & Depreciation

50,056.17

35,382.43

48,926.87

35,014.54

Profit before tax

(783.06)

2,247.40

(561.16)

2,539.77

Less: Tax (including deferred Tax)

(172.20)

603.66

(134.58)

653.73

Profit after Tax (PAT)

(610.86)

1,643.73

(426.58)

1886.03

Other comprehensive income

0.13

(6.75)

0.08

(6.75)

Total comprehensive income for the
year

(610.73)

1,636.98

(426.50)

1,879.28

Equity Share Capital of the Company

2051.12

2051.12

2051.12

2051.12

Earning per Equity Shares

Basic

(2.70)

8.37

(2.08)

9.20

Diluted

(2.70)

8.37

(2.08)

9.20

COMPANY PERFORMANCE OVERVIEW

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.

Despite the growth in top-line revenue, the Company has incurred a net loss of Rs. 426.58 lakhs in
Financial Year 2024-25, as against a net profit of ^1,886.03 lakhs in Financial Year 2023-24. The
decline in profitability was primarily due to investment in newly established kraft paper
manufacturing unit which resulted in increased depreciation, finance costs, and associated
operational expenses. The management remains optimistic that this strategic expansion will
contribute positively to the Company’s long-term growth and profitability in the coming years.

STATE OF AFFAIRS

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.

SHARE CAPITAL

Authorised Share Capital:

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.

Issued, Subscribed and Paid-up Share Capital:

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.

TRANSFER TO RESERVES

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:

Particular

General

Reserve

Retained

earning

Security

Premium

Other item of
OCI

Total other
equity

Balance on 01.04.2024

-

7,941.62

2086.15

(8.14)

10019.62

Profit for the year

-

(426.58)

-

-

(426.58)

Transfer to General
Reserve

-

-

-

-

-

Other comprehensive
Income

-

-

-

0.08

0.08

Dividend Paid during
Financial Year 24-25

-

(205.11)

-

-

(205.11)

Total Comprehensive
income for the year

-

(631.69)

-

0.08

(631.61)

Balance on 31.03.2025

-

7,309.93

2086.15

(8.06)

9388.01

DIVIDEND

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.

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

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.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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.

WEBSITE OF THE COMPANY

The Company ensures dissemination of applicable information under Regulation 46(2) of the Listing
Regulations on the Company’s website:
www.hoxandhoard.in. There is a separate section on
'Investors’ on the website of the Company containing details relating to the financial results declared
by the Company, annual reports, shareholding patterns and such other material information which is
relevant to shareholders.

ANNUAL RETURN

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 OR INVESTMENTS

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).

DEPOSITS

The Company has not invited/ accepted any deposits from the public during the Financial Year 2024¬
25. 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.

SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES

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.

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 2024 -25 and as on the date of this report.

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

During the Financial Year 2024-25, there have been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Company’s operations.

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

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

HUMAN RESOURCES MANAGEMENT

Our employees are our most important assets. We are committed to hiring and retaining the best
talent and being among the industry’s 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 760
employees as on March 31, 2025.

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 which forms part of this Annual
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 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.

Internal Complaints Committee (ICC) has been constituted to consider & redress all sexual harassment
complaints. The Company is committed to providing equal opportunities without regard to their race,
caste, sex, religion, colour, nationality, disability, etc. All women associate (permanent, temporary,
contractual and trainees) as well as any women visiting the Company’s office premises or women
service providers are covered under this Policy. All employees are treated with dignity with
a view to
maintain a work environment free of sexual harassment whether physical, verbal or psychological.

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

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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.

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 2024-25, were in the ordinary course of Business
and on arm’s 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

www.boxandboard.in.

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. 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.

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.

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.

DISCLOSURES BY DIRECTORS

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.

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 Act.

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 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.

NUMBER OF MEETINGS OF THE BOARD

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.

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 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 Board’s functioning was evaluated on various aspects including inter alia degree of fulfillment 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 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.

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, 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;

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
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.

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 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.

INTERNAL FINANCIAL CONTROL

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.

RISK MANAGEMENT

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.

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 2024-25.

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 2024-25.

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

www.boxandboard.in.

BOARD POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions
guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandate the formulation of certain policies for all listed companies. The Corporate governance
policies are available on the Company’s website, at
www.boxandboard.in The policies are reviewed
periodically by the board and updated as needed.

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 HR Wallet 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 this 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, 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.

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
Company’s website at
https://boxandboard.in/corporate-governance/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

In compliance with the provisions prescribed under Section 135 the Companies Act, 2013, the Board
has constituted a committee named CSR Committee. The CSR Committee has formulated a Corporate
Social Responsibility Policy which indicates the activities to be undertaken by the Company and the
same is available on Company’s website at
https://boxandboard.in/corporate-governance/

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.

AUDITORS AND AUDITORS' REPORT

Secretarial Auditor

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 14th AGM till the conclusion of 19th 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.

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 (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 13th AGM held on 30th September, 2024, till the conclusion of the 18th
AGM of the Company.

Auditors' Report

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.

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 2024-25t

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
2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year 2024-25, neither the statutory auditors nor the secretarial auditor has
reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its officers or employees, the details of which would need to
be mentioned in the Board’s 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, 2025 For and on behalf of the Board B&B

Place: Bangalore Triplewall Containers Limited

Manish Kumar Gupta Ravi Agarwal

Chairman & Managing Whole time Director

Director and CFO

(DIN:03568502) (DIN: 00636684)

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