Directors Report of B&B Triplewall Containers Ltd.

Mar 31, 2025

The Board of Directors ("Boardâ) of your Company has pleasure in presenting the 14^th Boardâs Report
on the business and operations of B&B Triplewall Containers Limited ("Companyâ) 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 Companyâs 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 ("AGMâ).

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 Companyâs website: www.hoxandhoard.in. There is a separate section on
''Investorsâ 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 2024Â¬
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 Companyâs 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 industryâs 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 ("AGMâ).

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

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 Companyâs 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

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 armâs 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 Boardsâ 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 ("CGRâ)
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-2â) on General Meetings issued by the Institute of
Company Secretaries of India ("ICSIâ), 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 Boardâs 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 concernâ 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 Directorsâ
and ''General Meetingsâ, 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 Companyâs 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.â 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
Companyâs 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 Companyâs 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 14^th AGM till the conclusion of 19^th AGM ofyour Company.

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

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

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

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 13^th AGM held on 30^th September, 2024, till the conclusion of the 18^thAGM 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 Boardâs 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)

Mar 31, 2024

The Board of Directors ("Boardâ) of your Company has pleasure in presenting the 13^th Boardâs Report on the business and operations of B&B Triplewall Containers Limited ("Companyâ) along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL RESULTS

The Standalone and Consolidated Financial Performance of the Company for the Financial Year ended March 31, 2024 is summarized below:

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Business Operation	37,539.43	33,654.44	37,451.51	33,684.36
Other Income	90.40	95.78	102.80	95.78
Total Income	37,629.83	33,750.23	37,554.31	33,780.15
Less: Expenditures & Depreciation	35,322.18	31,346.52	(34,968.76)	(31,375.83)
Profit before tax	2,307.65	2,403.71	2,585.55	2,404.31
Less: Tax (including deferred Tax)	617.67	611.34	(665.25)	(611.49)
Profit after Tax (PAT)	1,689.98	1,792.37	1,920.29	1,792.82
Other comprehensive income	(6.75)	5.90	(6.75)	5.90
Total comprehensive income for the year	1,683.23	1,798.27	1,913.54	1,798.72
Shareholders of the Company Equity Share Capital	205.11	205.11	205.11	205.11
Earning per Equity Shares	8.54	8.77	9.36	8.74

COMPANY PERFORMANCE OVERVIEW

During the year under review, your Company has reported the revenue from operation amounted to Rs. 37,451.51 Lakhs as against Rs. 33,684.36 Lakhs during the previous Financial Year 2022-23.

The Net Profit of your Company, for the year amounted to Rs. 1,920.29 lakhs as against Rs. 1,792.82 Lakhs during the previous Financial Year 2022-23.

STATE OF AFFAIRS

The Company is engaged in the business of manufacturing of corrugated boxes and boards. During the Financial Year 2023-24, there were no changes in the Company''s primary business activities. However, the Company has expanded its operations to include the production of Kraft papers. Commercial production at the newly established unit and division has commenced in August, 2024.

SHARE CAPITAL Authorised Share Capital:

The authorized share capital ofyour Company as on March 31, 2024 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, 2024, 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, 2024, 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 ended March 31, 2024, 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 ended March 31, 2024, after all appropriation and adjustments was Rs. 10,074.07 lakhs. The details of Reserve are given below:

fRs in T.akh.O

Particular	General Reserve	Retained earning	Security Premium	Other item of OCI	Total other equity
Balance on 01.04.2023	-	6,280.88	2,086.15	(1.39)	8,365.64
Profit for the year	-	1,920.29	-	-	1,920.29
Transfer to General Reserve	-	-	-	-	-
Other comprehensive Income	-		-	(6.75)	(6.75)
Dividend Paid for 23-24		(205.11)	-	-	(205.11)
Balance on 31.03.2024	-	7,996.06	2,086.15	(8.14)	10,074.07

DIVIDEND

Board of Directors considering the Companyâs 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 2023-24 subject to the approval of Members in the ensuing Annual General Meeting of the Company.

Board of Directors has also recommended Dividend on Preference Share Capital @ 1.50 % per preference shares of Rs. 1000/-each for the Financial Year 2023-24.

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

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.

The Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brand, quality manufacturing process, distribution strengths and client relationships.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the Financial Year March 31, 2024, 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 Companyâs website: www.boxandboard.in. There is a separate section on ''Investorsâ 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, 2024 in the prescribed Form No. MGT-7 is available on the website of the Company at www.boxandboard.in at the linkhttps://boxandboard.in/wp-content/uploads/2024/08/Form MGT 7-l-2023-2023.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 2023-24 are provided in the Standalone Financial Statements (refer Note No. 14).

FIXED DEPOSITS

The Company has not invited/ accepted any deposits from the public During the Financial Year ended March 31, 2024. Hence, there were no unclaimed or unpaid deposits as on March 31, 2024.

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, 2024 is Rs. 2,451 Lakhs/- from its Directors and relative of Directors. Amount from relative 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, 2024, 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, 2024 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

Following the end of Financial Year 2023-24, commercial production at newly setup Unit and Division situated at SIPCOT Industrial Complex Bargur, Parandapalli Village, Pochampalli Taluk, Krishnagiri, Tamil Nadu-635206 has commenced in August, 2024.

This facility has been specifically designed for the production of Kraft paper, a key raw material in the manufacturing of corrugated boxes.

Following are the expected benefits from this set up:

Quality Control: Producing Kraft papers in-house will allow the company to ensure that the raw materials meet our specific standards and requirements, thereby reducing the risk of defects or quality issues.

Supply Chain Reliability: By manufacturing raw materials internally, the Company can better manage its supply chain, ensuring a consistent and reliable flow of materials.

Stock Holding: In-house production of raw materials will help reduce the need for large stock holdings, as it allows for more precise inventory management.

Further, no other material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this report.

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

During the Financial Year 2023-24, there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations.

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

During the Financial Year 2023-24, no application was made or proceeding pending under Insolvency and Bankruptcy code, 2016 against the Company.

HUMAN RESOURCES MANAGEMENT

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industryâs 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 605 employees as on March 31, 2024.

The percentage increases in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Companies Act, 2013) to the median remuneration of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure- A to this Boardâs report.

Currently there is no employee employed throughout the year who is in receipt of remuneration of Rs.

1.02 crore or more per annum and employee employed for part of the year and in receipt of remuneration of Rs. 8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

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 Companyâs 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.

During the Financial Year 2023-24, the Company has not received any complaints of sexual harassment.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts & arrangements with related parties under Section 188(1) of the Companies Act, entered by the Company during the Financial Year 2023-24, were in the ordinary course of Business and on armâs 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 Boardsâ 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 ("CGRâ) which forms part of this Annual Report.

Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Manish Kumar Gupta (DIN: 03568502), Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company has recommended his re-appointment to shareholders.

Further, in Board Meeting dated August 14, 2024 the Board has recommended the following matters to shareholders for their approval at ensuing AGM

> Re-designation of Mr. Ravi Agarwal from Director & CFO to Whole-Time Director & CFO of the Company.

> Re-designation of Mr. Alok Agarwal from Director to Whole-Time Director of the Company.

> Re-designation of Mr. Manish Bothra, from Director to Whole-Time Director of the Company.

A brief resume of Directors seeking appointment/re-appointment/ Change in designation 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 Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the Explanatory Statement 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 Integrity, Expertise and Experience (including the Proficiency) of the Independent Directors appointed/re-appointed during the Financial Year 2023-24, the Board of Directors has taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that all the Independent Directors are individuals of integrity and possess relevant expertise & experience and their continued association as Directors will be of immense benefit in the best interest of the Company. With regard to the proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute (IICA), as notified under Sub-Section (1) of Section 150 of the Act, the Board of Directors has taken on record, the declarations submitted by Independent Directors that they are exempt from appearing in the test.

NUMBER OF MEETINGS OF THE BOARD

Board of Directors of the Company met 5(Five) times in a Financial Year 2023-24. 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 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 Act read with Rules issued thereunder and Regulation 19 read with Part D of Schedule II of the Listing Regulations, 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 2023-24.

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 Boardâs 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, 2024, 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, 2024 and of the profits of the Company for the financial year ended March 31, 2024;

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 concernâ 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 (LODR), 2015. During the Financial Year 2023-24 Board has 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 year Financial Year 2023-24 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 Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Act and Regulation 22 of the Listing Regulations.

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 2023-24.

The Whistle Blower 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 2023-24, 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 Act and Listing Regulations. 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 TCSF relating to ''Meeting of the Board of Directorsâ and ''General Meetingsâ, have been duly complied by the Company during the Financial Year 2023-24.

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 Company for the Financial Year 2023-24.

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 Sch-V of the Listing Regulations, forms part of this Annual Report.

A certificate from M/s SCS and Co. LLP of the Company, confirming the compliance of the Company with the conditions of Corporate Governance, as stipulated under the Listing Regulations, 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 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 mandate the formulation of certain policies for all listed companies. The Corporate governance policies are available on the Companyâs 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.

EDUCATION, TRAINING AND DEVELOPMENT

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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in the Annexure-C to this Report.

GREEN INITIATIVES

In order to save trees and environment by cutting down the consumption of costly paper habits, the Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governanceâ by allowing paperless compliances by the Companies under the provisions of the Companies Act, 1956 therefore Electronic copies of the Annual Report 2023-24 and the Notice of the 13^th Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s).

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 (LODR) Regulations, 2015, the Board has constituted a committee named Nomination and Remuneration Committee. The Nomination and Remuneration Committee has formulated a Nomination and Remuneration Policy and the same is available on Companyâs website at

www.boxandboard.in.

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 Companyâs website at www.boxandboard.in.

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 year under review.

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 the Annual Report.

AUDITORS AND AUDITORS'' REPORT Secretarial Auditor

Pursuant to the 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 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s. SCS AND CO. LLP, Practicing Company Secretary Firm, as the Secretarial Auditor to conduct an audit of the secretarial records for the Financial Year 2023-24 as recommended by the Audit committee.

The Secretarial Audit Report for the Financial Year 2023-24 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure- E to this report.

The Observations of the Secretarial Auditors, are self-explanatory as mentioned in the report 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. Pary & Co, Chartered Accountants (Firm Registration No. 007288C), were appointed as Statutory Auditors of the Company to hold office for 5 (Five) years form conclusion of the 08^th AGM held on 30^th September, 2019, till the conclusion of the 13^th AGM of the Company.

Since, the tenure of existing statutory auditor is going end at the ensuing AGM there was a need to appoint a Statutory Auditor for the upcoming five-year term. Therefore, on recommendation of Audit Committee, the Board of Directors of the Company at their meeting held on August 14, 2024 had approved the appointment of M/S Surana Naveen Vikash & Co., Chartered Accountants as Statutory Auditor of the Company to hold office for 5 (Five) years from the conclusion of the 13^th Annual General Meeting till the conclusion of 18^th Annual General Meeting.

The consent in writing and eligibility certificate has been received from M/S Surana Naveen Vikash & Co., Chartered Accountants to act as Statutory Auditor of the Company.

Auditors'' Report

The report of the Statutory Auditors on Financial Statements forms a part of the 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 year under review.

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 FY 2023-24.

However, production at newly set up unit of the Company for manufacturing of Kraft Paper has started in August 2024, Consequently, pursuant to the provisions of Section 148 (3) & other applicable provisions, if any, of the Companies Act, 2013, the Company is required to maintain cost records and undergo a cost audit. Therefore, on recommendation of Audit Committee, the Board of Directors of the Company at their meeting held on August 14, 2024 approved the appointment of M/s Ghosh Sanjib & Co., Cost Accountants (FRN:01817) to act as Cost Auditor of the Company for the FY 2024-2025.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act, the Company has appointed Mr. Yuvraj.V (Finance & Accounts Head) In-house Internal Auditors of the Company for the Financial Year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year 2023-24, 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 Boardâs 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

d. There was no revision of financial statements and Boardâs report of the Company during the year under review.

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, 2024 For and on behalf of the Board

Place: Bangalore B&B Triplewall Containers Limited

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

(DIN:03568502)

Mar 31, 2023

The Board of Directors are pleased to present the 11th Annual Report of B&B Triplewall Containers Limited along with the audited financial statements for the financial year ended 31st March, 2023.

FINANCIAL RESULTS

The Companyâs financial performance for the year ended 31st March, 2023 is summarized below:

(Rs. in Lakhs)
Particulars	2022-2023	2021-2022
Revenue from Business Operation	33,684.36	31,260.18
Other Income	95.78	73.34
Total Income	33,780.15	31,333.52
Less: Expenditures & Depreciation	(31,357.48)	(28,074.85)
Profit before tax	2,422.67	3,258.67
Less: Tax (including deferred Tax)	(611.49)	(814.67)
Profit after Tax (PAT)	1,811.18	2,444.01
Other comprehensive income	5.90	(1.59)
Total comprehensive income for the year	1,817.08	2442.42
Shareholders of the Company Equity Share Capital	205.11	205.11
Earning per Equity Shares	8.83	11.91

COMPANY PERFORMANCE OVERVIEW

During the year under review your company has reported the revenue from operation amounted to Rs. 37,000.00 Lakhs as against Rs. 31,260.18 Lakhs during the previous financial year 2021-22. The Net Profit of your Company, for the year amounted to Rs. 1,817.08 lakhs as against Rs. 2,442.42 Lakhs during the previous financial year 2021-22.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2023, after all appropriation and adjustments was Rs. 4,712.09 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 01.04.2022	-	4,712.07	2,086.15	(7.30)	6,790.93
Profit for the year	-	1,811.18	-	-	1,811.18
Transfer to General Reserve	-	-	-	-	-
Other comprehensive Income	-	-	-	5.90	5.90
Dividend Paid for 21-22		(205.11)	-	-	(205.11)
\|Balance on 31.03.2023	-	4,712.09	2,086.15	(7.30)	8,402.89

DIVIDEND

Board of Directors considering the Companyâs financial performance and the availability of distributable profit, have pleased to recommend a dividend of Rs. 1.00 per equity share of Rs. 10/- each (i.e., 10%) for the Financial Year ended on March 31, 2023 subject to the approval of Members in the ensuing Annual General Meeting of the Company.

Company will also be paid dividend on Preference Shareholders at the rate of 1.5% on 5467 Preference shares on Pro-rata Basis.

STATE OF AFFAIRS

The Company is engaged in the business of manufacturing of corrugated boxes and boards. There is no change in the business of the Company during the financial year ended 31st March 2023.

CHANGES IN SHARE CAPITAL

During the financial year 2022-23, there was no change in the capital structure of the Company.

WEBSITE OF THE COMPANY.

The Company ensures dissemination of applicable information under Regulation 46(2) of the Listing Regulations on the Companyâs website: www.boxandboard.in. There is a separate section on âInvestorsâ 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 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companyâs website on www.boxandboard.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loan or guarantee or made any Investments during the year ended 31st March 2023.

FIXED DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31st, 2023. Hence, there were no unclaimed or unpaid deposits as on March 31st, 2023.

Further Pursuant to the rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rule, 2014 and amendment thereunder, outstanding of unsecured loan on 31^st March, 2023 is Rs. 2162.50 Lakhs/- from its director(s) and relative(s) of director(s). Amount from relative of director was accepted prior to conversion into public limited in compliance with provision of Act and will be return according to term of acceptance.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES

During the year ended 31st March 2023, Company does not have any subsidiary, Joint Venture or Associate Companies. Therefore, Information needed in FORM AOC-1 is attached along with Consolidated Account.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

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

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations.

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

During year, no application was made or proceeding pending under Insolvency and Bankruptcy code, 2016 against the Company.

HUMAN RESOURCES MANAGEMENT

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industryâs 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 396 employees on March 31, 2023.

The percentage increases in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median remuneration of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure- A to this Boardâs report.

Currently there is no employees employed throughout the year who receipt of remuneration of Rs. 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as no separate enlistment made in Board Report.

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 Companyâs 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.

During Fiscal year 2023, the Company has not received any complaints of sexual harassment.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts & arrangements with related parties under Section 188(1) of the Companies Act, entered by the Company during the Financial Year, were in the ordinary course of Business and on armâs 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 Boardsâ Report.

The Policy on materiality of related party transactions and manner of dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link www.boxandboard.in.

DIRECTORS AND KEY MANAGERIAL PERSONNELBoard of Directors

Details of Board of Directors is attached in corporate governance report.

Retirement by rotation and subsequent reappointment

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Alok Agarwal (DIN: 00636966), Directors, is liable to retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment.

The Managing Director and Independent Directors of the Company are not liable to retire by rotation.

A brief resume of directors seeking appointment/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 Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

DISCLOSURES BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP 1, intimation under Section164(2) i.e., 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.

NUMBER OF MEETINGS OF THE BOARD

Board of Directors of the Company meet six times in a year. The maximum interval between any two meetings did not exceed time gap, as prescribed in the Companies Act, 2013 and its amendment. The particulars of the meetings of the Board of Directors held during the Year are given in the Corporate Governance Report which forms part of this Annual Report.

BOARD EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole. The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management, etc.

The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The Independent Directors at their separate meeting review the performance of nonindependent directors and the Board as a whole, Chairperson of the Company after taking into account the views of Executive Director and non-executive directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or reenactments) 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 31st March, 2023, 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 31st March, 2023 and of the profits of the Company for the financial year ended 31st March, 2023;

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 âgoing concernâ 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 BOARD

The Board has constituted various committees in accordance with the provisions of the Companies Act 2013. Currently, we have 4 (four) Committees of the Board, namely

I. Audit Committee,

II. Nomination & Remuneration Committee,

III. Stakeholders Relationship Committee and

IV. Corporate Social Responsibility Committee (CSR Committee).

Detail of composition, Number of Meeting Held during year and Attend by Member are set out in the Corporate Governance Report which forms a part of this Annual Report.

VIGIL MECHANISM

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 Fiscal year 2023.

The Whistle Blower 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 year, such controls were tested and no reportable material weakness in the design or operation was observed. The internal financial control 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 POLICY

The Company has laid down a comprehensive Risk assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has a robust Organisational structure for managing and reporting on risks. The same has also been placed at the website of the Company at www.boxandboard.in.

SECRETARIAL STANDARDS

The Directors state that the applicable secretarial standards i.e., SS-1 and SS-2, relating to âMeeting of the Board of Directorsâ and âMeeting of General Meeting, respectively, have been duly followed by the Company.

LISTING OF SHARES ON STOCK EXCHANGE

The Companyâs Equity Shares are listed on Emerge platform of National Stock Exchange of India Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations is appended as Annexure- C to the Boardsâ Report.

BUSINESS RESPONSIBILITY REPORT (BRR)

The business responsibility reporting as required by regulation 34(2) (f) of the SEBI (Listing obligations and disclosure requirement) Regulations, 2015 is not applicable on company for the financial year ending, March 31,2023.

CORPORATE GOVERNANCE

"Good governance with good intentions is the hallmark of our Company. Implementation with integrity is our core passion"

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 shareholder value legally, ethically & sustainably. We consider it 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.

During year, our company is Listed on Emerge Platform of National Stock exchange of India Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V is not applicable to the company. However, we are voluntarily providing our Report on Corporate Governance with certain exemption which is enclosed as Annexure-D to the Boardâs 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. Code of Conduct has also been posted on the Companyâs Website 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 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 mandate the formulation of certain policies for all listed companies. The Corporate governance policies are available on the Companyâs website, at https://www.boxandboard.in/investors.html. The policies are reviewed periodically by the board and update 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 Dynamic NAV ERP (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.

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 particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, for the financial year ended March 31,2023 are enclosed as Annexure-E to the Boardâs report.

GREEN INITIATIVES

In order to save trees and environment by cutting down the consumption of costly paper habits, the Ministry of Corporate Affairs has taken a âGreen Initiative in the Corporate Governanceâ by allowing paperless compliances by the companies under the provisions

of the Companies Act, 1956 therefore Electronic copies of the Annual Report 2022-23 and the Notice of the 12th Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has formulated the policy for development and implementation of Corporate Social Responsibility (CSR) as also required under Section 135 of the Companies Act, 2013 which is available on Companyâs website at www.boxandboard.in.

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- F outlining the main initiatives taken during the year under review.

AUDITORS AND AUDITORS'' REPORTSecretarial Auditor

The Board of Directors of the Company has appointed M/s. SCS AND CO. LLP, Practicing Company Secretary Firm, as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2022-23. The Company has received consent from Mr. Keyur Ghelani to act as the auditor for conducting audit of the secretarial records for the financial year ending 31st March, 2023.

The Secretarial Audit Report for the financial year ended 31st March, 2023 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure- G to this report.

Statutory Auditor

M/s. Pary & Co, Chartered Accountants (Firm Registration No. 007288C), were appointed as Statutory Auditors of the Company at the 08th AGM held on 30th September, 2019, to hold office till the conclusion of the 13th AGM.

M/s. Pary & Co has confirmed that they are not disqualified from continuing as Auditors of the Company.

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.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, 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 Boardâs report.

BOARD COMMENTS ON AUDITORS REPORT

The Observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comments.

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

d. There was no revision of financial statements and Boardâs report of the Company during the year under review.

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.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

IFSC Code
Currency

More Information on B&B Triplewall Containers Ltd.

B&B Triplewall Containers Ltd. Tools
Bulk Deals
B&B Triplewall Containers Ltd. Company Details
Company Profile
Company History
Management Team
Capital Structure
Product Mix
Banker/Auditor/Registrar
Company History
BSE Price History
NSE Price History
B&B Triplewall Containers Ltd. Key Financial Ratios
Ratios
B&B Triplewall Containers Ltd. Results
Quarterly Results
Half Yearly Results
Nine Months Results
Annual Results
B&B Triplewall Containers Ltd. Financial Data
Audited Results
Cash Flow
Balance Sheet
B&B Triplewall Containers Ltd. Reports
Accounting Policies
Auditors Report
Directors Report
Notes To Account
B&B Triplewall Containers Ltd. Corporate Announcements
Book Closure
Dividend
Board Meetings
Change of Name

Notifications

Settings

Clear Notifications

Notifications

Use the toggle to switch on notifications

Block for 8 hours
Block for 12 hours
Block for 24 hours
Don't block

Gender

Select your Gender

Age

Select your Age Range

Sign Out

Directors Report of B&B Triplewall Containers Ltd.

FINANCIAL RESULTS

COMPANY PERFORMANCE OVERVIEW

STATE OF AFFAIRS

SHARE CAPITAL

Authorised Share Capital:

Issued, Subscribed and Paid-up Share Capital:

TRANSFER TO RESERVES

DIVIDEND

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

WEBSITE OF THE COMPANY

ANNUAL RETURN

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

DEPOSITS

SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THEEND OF THE FINANCIAL YEAR AND DATE OF THE REPORT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

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

HUMAN RESOURCES MANAGEMENT

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

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DISCLOSURES BY DIRECTORS

DECLARATIONS FROM INDEPENDENT DIRECTOR

NUMBER OF MEETINGS OF THE BOARD

FORMAL ANNUAL EVALUATION

DIRECTORS'' RESPONSIBILITY STATEMENT

COMMITTEES OF THE BOARDS

VIGIL MECHANISM

INTERNAL FINANCIAL CONTROL

RISK MANAGEMENT

SECRETARIAL STANDARDS

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

CORPORATE GOVERNANCE

CODE OF CONDUCT

BOARD POLICIES

INFORMATION TECHNOLOGY

EDUCATION, TRAINING AND DEVELOPMENT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

GREEN INITIATIVES

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

CORPORATE SOCIAL RESPONSIBILITY (CSR)

AUDITORS AND AUDITORS'' REPORT

Secretarial Auditor

Statutory Auditor

Auditors'' Report

Cost Records & Audit

Internal Auditor

REPORTING OF FRAUDS BY AUDITORS

OTHER DISCLOSURES

ACKNOWLEDGMENTS

Date: August 14, 2025 For and on behalf of the Board B&B

FINANCIAL RESULTS

COMPANY PERFORMANCE OVERVIEW

STATE OF AFFAIRS

SHARE CAPITAL Authorised Share Capital:

Issued, Subscribed and Paid-up Share Capital:

TRANSFER TO RESERVES

DIVIDEND

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

WEBSITE OF THE COMPANY

ANNUAL RETURN

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

FIXED DEPOSITS

SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

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

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

HUMAN RESOURCES MANAGEMENT

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DISCLOSURES BY DIRECTORS

DECLARATIONS FROM INDEPENDENT DIRECTOR

NUMBER OF MEETINGS OF THE BOARD

FORMAL ANNUAL EVALUATION

DIRECTORS'' RESPONSIBILITY STATEMENT

COMMITTEES OF THE BOARDS

VIGIL MECHANISM

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

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

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

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

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