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B&B TRIPLEWALL CONTAINERS LTD.

09 November 2026 | 02:19

Industry >> Packaging & Containers

Select Another Company

ISIN No INE01EE01011 BSE Code / NSE Code 543668 / BBTCL Book Value (Rs.) 71.42 Face Value 10.00
Bookclosure 18/09/2026 52Week High 262 EPS 10.06 P/E 21.94
Market Cap. 452.66 Cr. 52Week Low 156 P/BV / Div Yield (%) 3.09 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Board of Directors ["Board") of your Company has pleasure in presenting the 15th 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 31,2026 ["FY 2025-26").

COMPANY OVERVIEW

B&B Triplewall Containers Limited is engaged in the manufacturing of corrugated packaging products,
including triple-wall corrugated boxes and customized packaging solutions catering to various
industries. The Company is committed to delivering quality products, operational excellence, and
customer satisfaction through continuous improvement in its manufacturing processes and business
operations. With a focus on sustainable growth and value creation, the Company continues to
strengthen its market presence while adhering to high standards of corporate governance and
regulatory compliance.

FINANCIAL HIGHLIGHTS

In terms of the provisions of the Companies Act, 2013 ['Act'), and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company has prepared
its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) and
other applicable laws for the Financial Year 2025-26. The financial highlights of the Company's
operations are as follows:

[Rs. in Lakhs)

Particulars

Consolidated

Standalone

2025-26

2024-2025

2025-26

2024-2025

Revenue from Operations

61,635.25

49,175.92

60,943.27

48,217.82

Other Income

123.34

97.19

116.01

147.89

Total Income

61,758.60

49,273.11

61,059.28

48,365.71

Less: Expenditures & Depreciation

59,112.26

50,056.17

58,026.71

48,926.87

Profit before tax

2,646.34

(783.06)

3,032.57

(561.16)

Less: Tax (including deferred Tax)

676.79

(172.20)

743.76

(134.58)

Profit after Tax (PAT)

1,969.54

(610.86)

2,288.81

(426.58)

Other comprehensive income

2.95

0.13

2.80

0.08

Total comprehensive income for
the year

1,972.49

(610.73)

2,291.61

(426.50)

Equity Share Capital of the
Company

2051.12

2051.12

2051.12

2051.12

Earning per Equity Shares

Basic

10.06

(2.70)

11.16

(2.08)

Diluted

10.06

(2.70)

11.16

(2.08)

STATE OF AFFAIRS

During the Financial Year 2025-26, the Company continued to engage in the business of manufacturing
and sale of corrugated boxes, corrugated boards, kraft paper. There was no change in the nature of the
business of the Company during the year under review.

SHARE CAPITAL

Authorised Share Capital:

The authorized share capital of your Company as on March 31, 2026 stood at Rs. 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, 2026, 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, 2026, 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 2025-26, 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 2025-26, after all
appropriation and adjustments was Rs. 11,679.63 lakhs. The details of Reserve are given below:

Particular

General

Reserve

Retained

earning

Security

Premium

Other item of
OCI

Total other
equity

Balance on 01.04.2025

-

7,309.93

2,086.15

-8.06

9,388.01

Profit for the year

-

2,288.81

-

-

2,288.81

Transfer to General
Reserve

-

-

-

-

-

Other comprehensive
Income

-

-

-

2.8

2.8

Dividend Paid during
Financial Year 24-25

-

-

-

-

-

Total Comprehensive
income for the year

-

2,288.81

-

2.8

2,291.61

Balance on 31.03.2026

-

9,598.74

2,086.15

(5.26)

11,679.63

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 2025-26
subject to the approval of Members in the ensuing Annual General Meeting of the Company.

Board of Directors has also recommended Final Dividend on Preference Share Capital @ 1.50 % per
preference shares of Rs. 1000/-each for the Financial Year 2025-26.

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
and also to the email sent to them in this regard.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the Financial Year 2025-26, 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 maintains a functional website, www.boxandboard.in which provides comprehensive
information in accordance with the applicable provisions of the Companies Act, 2013 and Regulation
46(2] of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015. The website
hosts a dedicated 'Investors Relations' section containing, inter alia, financial results, annual reports,
shareholding pattern, corporate announcements, corporate governance disclosures and other
statutory information for the benefit of shareholders and investors.

ANNUAL RETURN

Pursuant to Section 134 and Section 92(3] of Companies Act, 2013 read with Rule 12 (1] of the
Companies (Management and Administration] Rules, 2014, the annual return as on March 31, 2026 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/upioads/2026/0B/Draft Annual-Return 2025-26.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 as at
the end of Financial Year 2025-26 are provided in the Standalone Financial Statements (refer Note No.
6],

DEPOSITS

The Company has not invited/ accepted any deposits from the public during the Financial Year 2025¬
26. Hence, there were no unclaimed or unpaid deposits as on March 31, 2026.

Further, Pursuant to the rule 2(l](c](viii] of Companies (Acceptance of Deposits] Rule, 2014 and
amendment thereunder, outstanding of unsecured loan as won March 31, 2026 is Rs. 2,618 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 Companies Act, 2013 and will be return according to term of acceptance.

SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES

As on March 31, 2026, your Company has a Subsidiary Company named B and B Colour Cartons
Private Limited.

Pursuant to Section 129(3] of Companies Act, 2013, 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, 2026 and as
on the date of this 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 2025 -26 and as on the date of this report.

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

During the Financial Year 2025-26, 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 2025-26, 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 2025-26, The difference in valuation between the time of availing the loan
from the Bank(s]/Financial Institution^] and the time of One-Time Settlement (OTS] was primarily
attributable to changes in market conditions, passage of time and the prevailing condition of the
underlying assets. The valuation undertaken at the time of OTS reflected the fair market/realisable
value of the assets as on the respective valuation date.

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 912
employees as on March 31, 2026.

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 to the Boards’ Report. In terms of
Section 136(1) of the Act, the Report and Financial Statements are being sent to the Members and
others entitled thereto, excluding the Statement of Particulars of Employees as required under Rule
5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended. The copy of the said statement is available for inspection by the Members at the Registered
Office of your Company during business hours on working days up to the date of the ensuing Annual
General Meeting ("AGM”).

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

The Company is committed to providing a safe, secure and inclusive work environment and has
adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in
accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

An Internal Complaints Committee (ICC) has been constituted to address and redress complaints of
sexual harassment. The Company maintains a zero-tolerance approach towards any form of sexual
harassment and is committed to ensuring a workplace where all employees are treated with dignity,
respect and equality, free from any form of harassment or discrimination.

The details of complaints received and disposed of during the Financial Year 2025-26 are as under:

(a) number of complaints of sexual harassment received in the year-NIL

(b) number of complaints disposed off during the year- NIL

(c) number of cases pending for more than ninety days-NIL

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the Financial Year 2025-26, 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 2025-26, 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

https://boxandboard.in/corporate-governance /.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third
of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer
themselves for re-appointment at every AGM. Accordingly, Mr. Alok Agarwal (DIN: 00636966), 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 Companies Act, 2013. The Nomination and
Remuneration Committee (NRC) and the Board of Directors of the Company has recommended his re¬
appointment to shareholders.

A brief resume of Director seeking re-appointment consisting nature of expertise in specific functional
areas and name of companies in which they hold directorship and/or membership/ chairmanships of
committees of the respective Boards, shareholding and relationship between directorship inter-se as
stipulated under Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard 2 ("SS-2”) on General Meetings issued by the Institute of
Company Secretaries of India ("ICSI”), are annexed with notice of ensuing AGM.

DISCLOSURES BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies
Act, 2013 in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 in Form DIR 8
and declaration confirming 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 Companies Act, 2013 and Regulation 16 (l)(b) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.

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 2025-26, 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 6(Six) times in a Financial Year 2025-26. The maximum
interval between any two meetings did not exceed time gap, as prescribed in the Companies Act, 2013
and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The brief particulars of the meetings of the Board of Directors held during the Financial Year 2025-26
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 2025-26.

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 fulfilment 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 fulfilment 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 meetings,
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, 2026, 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, 2026 and of the profits of the Company for the financial
year ended March 31, 2026;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a 'going concern’ basis;

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

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

COMMITTEES OF THE BOARDS

The Board has constituted various committees in accordance with the provisions of the Companies Act
2013 and SEBI (Listing Obligations and Disclosure Requirement), 2015. During the Financial Year
2025-26. 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 2025-26 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 a mechanism for Directors, employees, and business associates to report genuine
concerns relating to unethical behaviour, actual or suspected fraud, violations of the Company's Code
of Conduct, or other irregularities. The Policy also provides adequate safeguards against victimization
of persons who report such concerns in good faith.

All concerns reported under the Policy are investigated appropriately, and suitable action is taken in
accordance with the provisions of the Policy. During the Financial Year 2025-26, no whistle blower
complaint was received by the Audit Committee.

The Whistle Blower/Vigil Mechanism Policy of the Company is available on the Company's website at

https://boxandboard.in/wp-content/uploads/2025/09/7.WB VM-Policy.pdf.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Controls with reference to Financial Statements.
During the Financial Year 2025-26, 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 in place to identify, assess and mitigate various risks
associated with its operations. The same has been placed at the website of the Company at

https://boxandboard.in/wp-content/uploads/2026/08/Risk-Management-Policy.pdf.

Risk management process has been established across the Company and is designed to identify, assess
and frame a response to threats that may affect the achievement of its objectives. Further, it is
embedded across all the major functions and revolves around the objectives of the organisation.

SECRETARIAL STANDARDS

Secretarial Standards i.e., SS-1 and SS-2, issued by 'ICSI' relating to 'Meeting of the Board of Directors’
and 'General Meetings’, have been duly complied by the Company during the Financial Year 2025-26.

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 2025-26.

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

https://hoxandhoard.in/wp-content/uploads/2025/09/6.-Code-of-Conduct-for-Board-of-Directors-
and-SMP.pdf
.

BOARD POLICIES

The Company is committed to promoting and adhering to the highest standards of ethics, integrity,
transparency, and accountability in all its business dealings, guided by its core values and sound
corporate governance practices.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has adopted all applicable statutory
policies to ensure effective corporate governance, regulatory compliance, and ethical business conduct.
These policies are available on the Company's website at
https://boxandboard.in/corporate-
governance/
.

These policies are reviewed periodically by the Board of Directors and updated, modified, or amended,
as and when considered necessary, to align with the applicable laws, regulatory requirements, and
best governance practices.

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 Wallet HR 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 the Boards’ Report.

GREEN INITIATIVES

As part of its commitment to environmental sustainability and reducing paper consumption, the
Ministry of Corporate Affairs has launched a "Green Initiative in Corporate Governance." This initiative
promotes paperless compliance under the Companies Act, 2013.

In line with this initiative and in compliance with the applicable provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, electronic copies of
the Annual Report for the Financial Year 2025-26 and the Notice of the 15th Annual General Meeting is
being sent to all members whose email addresses are registered with the Company or with their
respective depository participants.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

In compliance with the provisions prescribed under Section 178 of the Companies Act, 2013 and
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board
has constituted Nomination and Remuneration Committee. The Nomination and Remuneration

Committee has formulated a Nomination and Remuneration Policy and the same is available on
Company’s website at
https: //boxandboard.in/corporate-governance /.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company remains committed to conducting its business in a socially responsible and sustainable
manner. It firmly believes that inclusive growth and the collective development of all stakeholders,
particularly the underprivileged sections of society, are essential for long-term business sustainability.
Accordingly, Corporate Social Responsibility ("CSR") is viewed not merely as a statutory obligation but
as an integral part of the Company's commitment towards creating sustainable value for society.

Pursuant to the provisions of Section 135 the Companies Act, 2013, read with the Companies
(Corporate Social Responsibility) Rules, 2014, the Company has constituted a Corporate Social
Responsibility ("CSR") Committee of the Board.

The CSR Committee has formulated a CSR Policy, which sets out the guiding principles and the
framework for undertaking CSR activities in accordance with the applicable provisions of the
Companies Act, 2013. The CSR Policy is available on the Company's website at

https://boxandboard.in/corporate-governance/.

Further, as the Company did not meet the prescribed criteria for applicability of the provisions relating
to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 during the
Financial Year 2025-26, the provisions relating to CSR were not applicable to the Company for the said
financial year. However, the Company has an unspent CSR amount pertaining to an earlier financial
year and, accordingly, the disclosures relating to such unspent CSR amount, as required under the
applicable provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, are provided in Annexure-D to the Boards’ Report.

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

In terms of 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 and Regulation
24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, M/s K. P. Ghelani & Associates, Company Secretaries,
were appointed as Secretarial Auditors of the Company to hold office for 5 (Five) years form
conclusion of 14th AGM held on 30th September, 2025, till the conclusion of 19th AGM of the Company.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed as Annexure- E to the Boards’
Report.

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, M/S Surana Naveen Vikash & Co., Chartered Accountants,
were appointed as Statutory Auditors of the Company to hold office for 5 (Five) years form conclusion
of the 13th AGM held on 30th September, 2024, till the conclusion of the 18th AGM of the Company.

Auditors' Report

The report of the Statutory Auditors on Financial Statements of the Company for the Financial Year
2025-26 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 2025-26.

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 2025-26?

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
2025-26.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year 2025-26, neither the Statutory Auditor nor the Secretarial Auditor has
reported any instance of fraud committed against the Company by its officers or employees to the
Audit Committee under Section 143 (12) of the Companies Act, 2013, Accordingly, no disclosure in this
regard is required to be made in the Board's Report.

OTHER DISCLOSURES

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

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

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

ACKNOWLEDGMENTS

The Board of Directors place on record our sincere gratitude and appreciation of the contribution
made by our employees at all levels. Our consistent growth was made possible by their hard work,
solidarity, cooperation and support.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors,
bankers, business associates, regulatory and government authorities for their continued support.

Date: August 14, 2026 For and on behalf of the Board

Place: Bangalore B&B Triplewall Containers Limited

Manish Kumar Gupta Ravi Agarwal

Chairman & Managing Whole time Director

Director and CFO

(DIN:03568502) (DIN: 00636684)