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

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

DIVIDEND

Board of Directors considering the Company’s 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 ("AGM”).

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

Pursuant to the Finance Act, 2020 read with The Income Tax Act, 1961, the dividend paid or distributed by a Company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after deduction of tax at source at the prescribed rates. For the prescribed rates of various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereto.

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 Company’s website: www.boxandboard.in. There is a separate section on 'Investors’ on the website of the Company containing details relating to the financial results declared by the Company, annual reports, shareholding patterns and such other material information which is relevant to shareholders.

ANNUAL RETURN

Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 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 Company’s 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 industry’s leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding individual contribution and innovation. The focus of our Human Resources Management is to enable our employees to navigate their next, not just for clients, but also for themselves. The Company had 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 Board’s 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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

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

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

The Policy on materiality of related party transactions and manner of dealing with related party transactions as approved by the Board is available on the website of the Company at

www.boxandboard.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

The Committees of the Board were assessed on the basis of degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of the meetings.

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman of the Board and of the Non-Independent Directors was carried out by the Independent Directors at their separate meeting, who also reviewed the performance of the Board as a whole.

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a. in the preparation of the annual accounts for the financial year ended March 31, 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 concern’ basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

COMMITTEES OF THE BOARDS

The Board has constituted various committees in accordance with the provisions of the Companies Act 2013 and SEBI (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 Directors’ and 'General Meetings’, 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 Company’s website, at www.boxandboard.in The policies are reviewed periodically by the board and updated as needed.

INFORMATION TECHNOLOGY

Information technology drives innovation and innovation is the path to business success. Your Company is constantly adopting the advance technologies in all spheres of working across all the departments of the Company. Constant adoption of Information technology in its day-to-day operation has facilitated the working in effective & efficient manner.

The Company is currently using Microsoft Dynamics 365 Business Central (Enterprise Resource Planning) software in its day-to-day functioning which has integrated all facets of an operation -including product planning, development, manufacturing, sales and marketing, purchase, plant maintenance, warehouses, finance - in a single database, application and user interface.

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 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 Governance” 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 Company’s 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 Company’s 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 Board’s report.

OTHER DISCLOSURES

a. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors;

b. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

c. The Company has not issued any sweat equity shares/ESOP/ RSUs to its Directors or employees; and

d. There was no revision of financial statements and Board’s 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)