DIRECTORS' REPORT

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 Company's 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 Company's performance during the financial year ended March 31, 2025 as compared to
the previous financial year is summarized below:

3. FINANCIAL PERFORMANCE:

During the year under review, Your Company’s revenue for FY 2024-25 was INR. 4566.25
lakhs, higher by 106.97% over the previous year’s 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
year’s 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 Company’s 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 Company’s
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
arm’s 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 arm’s 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 Company’s 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 Company’s 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:

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 re¬
appointments forms part of the Notice.

3. DIRECTOR'S 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:

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 via:
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:

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 Director’s 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:

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:

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 AUDITOR'S REPORT

The Statutory Auditor’s 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 Company’s 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^-

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 Company’s
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 Company’s 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