Your Directors have pleasure in presenting the Twelth
Annual Report of the Company along with Audited
Financial Statements for the financial year ended March
31, 2025.

1. FINANCIAL RESULTS:

The summary of the financial performance of the
Company for the financial year ended March 31,2025
compared to the previous year ended March 31,2024,
is given below:

2. OPERATIONS:

During the year under review, the Gross turnover and
other Income of your Company was ? 241.16 Lakhs
as compared to ? 345.33 Lakhs in the previous year.
The net profit for the year stood at ? 818.67 Lakhs
against Loss of ? 7,141.63 Lakhs in the previous year.

Over the years, your Company has been incurring
heavy losses on account of high cost of production,
lower productivity, lower volume of business and high
fixed cost etc. The Company have tried its best to
revive the operations by undertaking various measures

in the manufacturing as well as time to time infused
funds. However, the losses have continued to accrue.
Therefore, to arrest further losses the Company
has kept production activities at Ambivali factory in
abeyance since January 2023. Further, the Company
had appointed consultant for exploring various
strategies for revamping the 'Paper & Paper Board'
manufacturing activities and also explore alternative
business opportunities available to the Company.
As per the Consultant's report, the manufacturing of
'Paper & Paper Board' from Ambivali factory is not a
viable business, on account of increased challenges
due to evolving market conditions, rising competition,
and changing consumer preferences toward digital
alternatives. Further, plant and machineries at
Ambivali factory has become obsolete and any
technological upgradation would require huge amount
of capital investment, which would in turn increase the
borrowings. In view of the above, Paper manufacturing
operation from Ambivali factory is not feasible.

Hence, your Company has decided to discontinue the
manufacturing of 'Paper and Paper Board' situated at
Ambivali, during the year under review.

3. DIVIDEND:

Your Directors have not recommended any dividend
for the financial year under review.

The Dividend Distribution Policy is applicable to top
1000 listed entities based on market capitalization.
As your Company is not fall under 1000 listed
entities, therefore, Dividend Distribution Policy is not
applicable.

4. SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs.

168,00,00,000 (Rupees One Hundred Sixty Eight
Crore Only) divided into 5,80,00,000 (Five Crore
Eighty Lakh) Equity Shares of Rs.10/- (Rupees Ten
Only) each and 1,10,00,000 (One Crore Ten Lakh)
Preference Shares of Rs. 100/- (Rupees One Hundred
Only) each.

The issued, subscribed and paid up Share Capital of
the Company as on March 31, 2025 are as under:

• Equity Share Capital: ? 32.22 Crore

• Preference Share Capital: ? 110 Crore

During the year under review, your Company has
reclassified and altered the Authorised Share Capital
of Rs. 168,00,00,000 (Rupees One Hundred Sixty
Eight Crore Only) consisting of 3,30,00,000 (Three
Crore Thirty Lakh) Equity Shares of Rs.10/- (Rupees
Ten Only) each, 25,00,000 (Twenty Five Lakh) 9%

Cumulative Redeemable Preference Shares of
Rs.100/- (Rupees One Hundred Only) each and

1.10.00. 000 (One Crore Ten Lakh) Preference Shares
of Rs. 100/- (Rupees One Hundred Only) each to Rs.

168.00. 00.000 (Rupees One Hundred Sixty Eight
Crore Only) consisting of 5,80,00,000 (Five Crore
Eighty Lakh) Equity Shares of Rs.10/- (Rupees Ten
Only) each and 1,10,00,000 (One Crore Ten Lakh)
Preference Shares of Rs. 100/- (Rupees One Hundred
Only) each by reclassification of existing 25,00,000
(Twenty Five Lakhs) 9% Cumulative Redeemable
Preference Shares of Rs.100/- (Rupees One Hundred
Only) each into 2,50,00,000 (Two Crores Fifty Lakhs)
Equity Shares of Rs.10/- (Rupees Ten only) each.

During the year under review, the Rights Issue process
was completed. Issue was Opened on April 02, 2024
for the eligible Shareholders and Issue Closed on
April 15, 2024. The Rights Issue Committee of Board
of Directors of the Company at their meeting held on
April 19, 2024 have allotted 2,14,79,688 fully paid
Rights Equity Shares of face value of Rs.10 each of
the Company at an issue price of Rs.21 per Rights
Equity Share. The Company received proceeds of
Rights Issue on May 7, 2024. The Company had fully
utilized the proceeds of rights issue for the purpose for
which Rights was issued.

Your Company had redeemed 25,00,000 (Twenty
Five Lakh) 9% Cumulative Redeemable Preference
Shares of Rs.100/- (Rupees One Hundred Only) each
aggregating Rs.25,00,00,000/- (Rupees Twenty Five
Crore Only) on May 8, 2024.

Apart from the Rights Issue and redemption of
Preference Shares as mentioned above, there was no
change in the paid up Share Capital during the year
under review.

The Company has not issued shares with differential
voting rights nor granted stock options nor sweat
equity. As on March 31, 2025, none of the Directors
of the Company hold convertible instruments in the
Company.

5. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for
the year under review.

6. MANAGEMENT DISCUSSION AND ANALYSIS:
Global Economy:

According to International Monetary Fund (IMF), the
global economy grew by 3.2% in 2024, and projected
in line with the April 2024 World Economic Outlook
(WEO) forecast, at 3.3% for 2025. Growth was
uneven across regions, with advanced economies

recording stable expansion while emerging markets
and developing economies reporting mixed trends.
Global manufacturing weakened, particularly in
Europe and parts of Asia, due to supply-chain
disruptions and reduced external demand. The
services sector remained resilient and contributed
positively to economic activity. Inflation pressures
eased in most economies but remained persistent in
the services sector. Global recession, anticipated as a
consequence of aggressive monetary tightening. The
global macroeconomic environment, nevertheless,
remained afflicted by the lingering effects of geo¬
economic fragmentation, high debt levels, and rising
risks from climate events.

Indian Economic Review:

According to the April 2025 edition of the IMF's
WEO, India's economy is expected to grow by 6.2
percent in 2025 and 6.3 percent in 2026, maintaining
a solid lead over global and regional peers. India's
economic outlook for 2025 and 2026 remains one
of the brightest among major global economies, as
highlighted by the IMF. Despite global uncertainties
and downward revisions in growth forecasts for other
large economies, India is set to maintain its leadership
in global economic growth. The Indian economy
exhibited remarkable resilience to global shocks
and recorded robust growth during FY2024. Its
realised growth momentum surpassed expectations
amid growth supportive macro-financial conditions
characterised by moderation in inflation, a sustainable
external balance position, financial stability, healthy
balance sheets of corporates, orderly financial
markets, and fiscal consolidation along with sustained
improvement in the quality of public expenditure. On
the back of continuous reforms, the investment-led
growth process and sound macro-policy setting are
expected to help sustain India's lead as the fastest
growing major economy in the world.

Indian Paper and Packaging Industry Overview:

India's regulatory push for eco-friendly packaging has
catalyzed the transition from plastic to paper-based
alternatives. With the government tightening plastic
usage norms, paperboard and corrugated solutions
have become essential, not optional. Brands are
actively adopting biodegradable and recyclable
packaging to meet consumer expectations and
Environmental, Social, and Governance (ESG) Goals.
The industry is projected to grow at a Compound
Annual Growth Rate (CAGR) of 6-8% over the next
five years, with strong demand from the FMCG,
e-commerce, pharmaceuticals, and food & beverage
sectors.

The Indian paper packaging industry, a significant
contributor to the nation's economy, would
characterized by a fragmented landscape with a mix
of large multinational corporations and numerous
small and medium-sized enterprises (SMEs).
Concentration is higher in certain segments like
corrugated packaging, where larger players hold a
greater market share. However, the overall industry
displays a relatively low level of concentration. The
Indian paper packaging market is experiencing robust
growth, driven by a burgeoning population, rising
disposable incomes, and a booming e-commerce
sector. The Indian paper packaging industry offers a
diverse range of products catering to varied customer
needs. Corrugated boxes, folding cartons, and liquid
cartons are major product categories. Innovations
include sustainable materials, customized designs,
enhanced printing capabilities, and specialized
functionalities for improved product protection and
shelf appeal. The focus is shifting towards lightweight,
high-strength materials that minimize environmental
impact while maximizing protection and efficiency in
supply chain management.

Company's Overview:

During the year under review, the Company has
discontinued its manufacturing activities of 'Paper
and Paper Board' at Ambivali. The Company is doing
trading activities in sustainable plastic and packaging
materials.

The Company is looking towards possibility of entering
into new areas of business to put to use the existing
resources of the company to the optimum level.

Risks and Concerns:

This Section discuss the various aspects of enterprise
wide risks management. It might be noted that the risk
related information outlined here is not exhaustive and
is for informational purpose only.

Internal Audit and Control:

The Company has an Internal Control System,
commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal
Audit Function is defined in the Internal Audit Manual.
To maintain its objectivity and Independence, the
Internal Audit Executive Summary to the Chairman of
the Audit Committee of the Board.

The Company has adequate Internal Audit System
in place commensurate with the size of the business.
Necessary checks and controls are in place to ensure
that all assets are safeguarded, to detect and prevent
errors and frauds and that the transactions are
properly verified, adequately authorized, correctly
recorded and properly reported.

Internal Auditors were always present at the Audit
Committee Meetings where Internal Audit Reports are
discussed along with management comments and the
final observation of the Internal Auditor.

Opportunities & Threats:

The Indian packaging-coated board sector is
witnessing strong performance, driven by rising
demand stemming from lifestyle consumption growth.
However, the recycled coated board segment is
experiencing overcapacity due to the commissioning
of several large projects in recent years, coupled
with only moderate export activity. Meanwhile, virgin
board producers face challenges competing against
low-cost imports, which are exerting pressure on their
market positioning and profitability. The success of
the Company is dependent on various factors such
as demand for the Paper Board, cost of production,
volume of production, logistic cost and efficiency of
the plant etc. Further, due to import of Paper Board
on concessional Tariff Rates, there is always pressure
of pricing on the domestic Paper Board Companies,
which makes the domestic Paper Board industry
unviable.

Human Resources:

Relationship between the Management and employee
were cordial throughout the year under review.

Forward Looking Statement:

Statements in the Management Discussion and
Analysis describing the Company's objectives,
predictions may be “forward looking statements” within
the meaning of applicable laws and regulations. The
actual results could differ materially from the forward
looking statements contained in this document due to
certain risks and uncertainties.

'. DIRECTORS:

In terms of requirements of the Listing Regulations,
the Board has identified core skills, expertise and
competencies of the Directors in the context of the
Company's business, which are detailed in the Report
on Corporate Governance.

All the directors have also affirmed that they have
complied with the Companies code of business
conduct and ethics.

Further, in terms of Section 150 of the Companies
Act, 2013 (“Act”) read with Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules,
2014, Independent Directors of the Company have
confirmed that they have registered themselves with
the databank maintained by the Indian Institute of

Corporate Affairs. The Independent Directors, who
were required to clear the online proficiency self¬
assessment tests, have been passed the test.

Shri Anurag Poddar, Chairman and Managing
Director has forgone his monthly remuneration due
to poor financial position of the Company with effect
from 1st April, 2019 and continue to do so till further
communication.

Directors appointment / reappointment
Retirement by Rotation

In pursuance of Article 86(1) of Articles of Association
of the Company and Section 152(6) of the Companies
Act, 2013, Shri Manish Malpani (DIN:00055430),
Director is liable to retire by rotation at the ensuing
Annual General Meeting (AGM) and being eligible,
offers himself for reappointment. Your Directors
commend his re-appointment.

Continuation of Office and Re-appointment of Shri
Dileep H. Shinde

Your Directors has approve continuation of directorship
of Shri Dileep H. Shinde (DIN: 00270687), Non¬
Executive Independent Director in terms of Regulation
17(1A) of the SEBI (LODR) Regulations, 2015, who is
serving his first term as an Independent Director with
effect from August 7, 2021 until August 6, 2026 and
will attain the age of 75 years on September 23, 2025
and his continuation of office even after attaining the
Age of 75 years and for re-appointment for 5 (five)
consecutive years on the Board of the Company for
a second term w.e.f. August 7, 2026 to August 6,
2031(both days inclusive).

Brief particulars of Directors being appointed/
re-appointed as required by the SEBI (LODR)
Regulations, 2015 and Secretarial Standards on
General Meetings are provided in the Annexure to the
notice convening the AGM of the Company.

Change in Constitution of Board of Directors

The Board of Directors on the recommendation
of Nomination and Remuneration Committee has
approved the appointment of:

1. Smt. Saumya Ashish Bagrodia (DIN: 06699932)
as a Non-Executive Non-Independent Director;

2. Shri Ashok Nathmal Garodia (DIN: 00206017),
as a Non-Executive Independent Director for a
period of 5 years with effect from February 11,
2025.

Members of the Company have also approved the
appointment of Smt. Saumya Ashish Bagrodia and
Shri Ashok Nathmal Garodia as aforesaid through
Postal Ballot on March 27, 2025.

During the year under review, Shri Rakesh N. Garodia
and Smt. Meghna S. Shah, Independent Directors
have completed their two terms of five years each as

an Independent Directors on February 10, 2025 (close
of business hours) and hence retired.

The Board of Directors of the Company expressed
their deep appreciation and gratitude to Smt. Meghna
S. Shah and Shri Rakesh N. Garodia for their extensive
contribution, commitment and exceptional service to
the organization.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act,
the Key Managerial Personnel (KMP) of the Company
as on the date of this Report are:

Declarations by Independent Directors

The Company has received declaration from all
Independent Directors of the Company confirming
that they meet with the criteria of independence as
laid down under Section 149(6) read with Schedule IV
of the Companies Act, 2013 and Regulation 16(1)(b)
of the Listing Regulations, 2015.

None of the Directors on the Board of the Company
during the financial year ended March 31, 2025 have
been debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities
and Exchange Board of India, Ministry of Corporate
Affairs or any such other Statutory Authority.

In the opinion of the Board, the Independent Directors
fulfill the conditions of independence, are independent
of the management, possess the requisite integrity,
experience, expertise, proficiency and qualifications to
the satisfaction of the Board of Directors. The details
of remuneration paid to the members of the Board is
provided in the report on Corporate Governance.

Familiarization Programme for the Independent
Directors

Your Company has organized a familiarization
programme for the independent directors as per the
requirement of the Companies Act, 2013 along with
the requirements of SEBI (LODR) Regulations, 2015.

8. DISCLOSURES RELATED TO BOARD,
COMMITTEES AND POLICIES:

a. BOARD MEETINGS

The Board of Directors met 5 times during the
year on the following dates in accordance with the
provisions of the Companies Act, 2013 and also
rules made thereunder:

May 13, 2024, August 14, 2024, November 13,
2024, January 02, 2025 and February 11, 2025.

In addition to the above, Independent Directors
Meeting was also held on March 08, 2025.

b. COMMITTEES OF THE BOARD

The Board has the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Risk Management Committee;

5. Finance Committee;

6. Share Transfer Committee.

7. Rights Issue Committee.

The details of these Committees along with their
composition, number of meetings and attendance
at the meetings are provided in the Corporate
Governance Report.

9. NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well
as powers of the Nomination and Remuneration
Committee of the Company meets the requirements
of Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (LODR) Regulations, 2015.

Composition

The Committee comprises of three (3) Independent
Directors.

The composition of the Nomination and Remuneration
Committee and category of members is given in the
table below:

During the year under review, Shri Rakesh N. Garodia
and Smt. Meghna S. Shah, Independent Directors
had completed their two terms of five years each as
an Independent Directors on February 10, 2025 and
consequently ceased to be Member.

During the year under review, two (2) Meetings of the
Committee was held on August 14, 2024 and February
11, 2025.

Company's Policy on appointment and
remuneration of Directors.

Remuneration Policy

The Company has devised the Nomination and
Remuneration Policy for the selection, appointment
and remuneration of the Whole Time Directors, Key
Managerial Personnel and Senior Management

Personnel. The extract of Nomination and
Remuneration Policy is provided in the Corporate
Governance Report and forms part of this Annual
Report.

The Company's policy on remuneration for Directors
and Senior Management employees are displayed on
the website of the company at www.bpml.in.

Criteria for appointment of Independent Directors

The Independent Directors shall be of high integrity
with relevant experience and expertise in the fields
of manufacturing, marketing, finance, taxation, law,
governance and general management, so as to have
a diverse Board.

Performance Evaluation

Pursuant to the provisions of the Companies Act,
2013 and the Listing Regulations, the Nomination and
Remuneration Committee has laid down the criteria for
evaluation of the performance of individual Directors,
the Board as a whole and also the Secretarial
Department. Evaluation of performance is undertaken
annually.

The performance evaluation of the Chairman and
the Non-Independent Directors was carried out by
the Independent Directors at a separately convened
meeting. The performance evaluation of the
Independent Directors was carried out by the entire
Board (excluding the Director being evaluated). The
Company has implemented a system of evaluation
on the basis of a structured questionnaire which
comprises evaluation criteria taking into consideration
various performance related aspects.

The Directors expressed their satisfaction with the
evaluation process.

Remuneration of Non-Executive Directors

The Non- executive Directors shall be entitled
to receive remuneration by way of sitting fees,
reimbursement of expenses for participation in Board/
Committee meetings and commission, if any, after
approval of the members.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the
Companies Act, 2013, with respect to Directors'
Responsibility Statement, your Directors to the best of
their knowledge hereby confirm:

a) That in the preparation of the annual accounts,
the applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

b) That the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable
and prudent so as to give a true and fair view of

the state of affairs of the Company as at March
31, 2025 and of the Profit of the Company for that
year under review;

c) That the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

d) That the Directors have prepared the accounts for
the financial year on going concern basis;

e) The Directors have laid down internal financial
controls, which are adequate and were operating
effectively;

f) The Directors have devised proper system to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively;

11. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest
standards of Corporate Governance and adhere
to the Corporate Governance requirement set out
by the SEBI. The Company has complied with the
requirements of Corporate Governance as stipulated
under the Listing Regulations, 2015 and accordingly,
the Report on Corporate Governance together with
Certificate from the Auditors of the Company confirming
compliance of conditions of Corporate Governance as
stipulated under the aforesaid regulations, forms part
of the Annual Report.

12. KEY RATIOS:

As per provisions of SEBI Listing Regulations, 2015,
the significant financial ratios are given in Note No.44.

13. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)
(a) of the Companies Act, 2013, copy of the Annual
Return of the Company prepared in accordance with
Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules,
2014 may be accessed on the Company's website at
www.bpml.in.

14. FIXED DEPOSITS:

During the year under review, your Company has
not accepted any fixed deposits and there were no
unclaimed deposits or interest thereon as on March
31,2025.

15. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES:

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the Notes to
Financial Statements.

16. SUBSIDIARY COMPANIES:

The Company has no subsidiary / Joint Venture
Companies during the year under review. Hence,
details for the same are not required to mention.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed a Whistle Blower Policy to
deal with instances of fraud and mismanagement, if
any. The details of the Policy are given in the Corporate
Governance Report and the policy is posted on the
Company's website at www.bpml.in.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into
during the financial year were in the ordinary course
of business and were on an arm's length basis. There
are no materially significant related party transactions
made by the Company with Promoters, Directors,
Key Managerial Personnel or other related parties
which may have a potential conflict with the interest
of the Company at large except the Sell of Lands and
Buildings at Dombivali to Siyaram Silk Mills Limited
and availed Inter Corporate Deposit (ICD) from S P
Finance and Trading Limited, shareholders approval
for the same have already obtained.

All related party transactions for the year are placed
before the Audit Committee as well as before the
Board for approval. The transactions entered into with
related parties are reviewed on a quarterly basis by
the Audit Committee.

The policy on Related Party Transactions as approved
by the Audit Committee and Board is uploaded on the
Company's website at www.bpml.in.

Members can refer to Note No. 37 to the Financial
Statements which set out related party disclosures.

19. RISK MANAGEMENT FRAMEWORK:

The Board of Directors of the Company has Risk
Management Framework to avoid events, situations
or circumstances which may lead to negative
consequences on the Company's businesses, and
define a structured approach to manage uncertainty
and to make use of these in their decision making
pertaining to all business divisions and corporate
functions. The Company in accordance with the
provisions of the Act has adopted a Risk Management
Policy and the same is available on Company's
website at www.bpml.in.

Further your Board has constituted a Risk Management
Committee inter alia, to monitor and review the risk
management framework.

20. DISCLOSURE OF ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNAL:

During the year under review, there were no orders
have been passed by any Regulator or Court or

Tribunal which can have impact on the going concern
status and the Company's operations in future.

21. DISCLOSURES UNDER SECTION 134(3)(l) OF THE
COMPANIES ACT, 2013:

There were no material changes and commitments
which could affect the Company's financial
position during the year under review except the
discontinuation of the manufacturing of 'Paper and
Paper Board' at the Ambivali factory.

22. PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

During the Financial Year 2024-25, the Company has
not undertaken any manufacturing activities. Hence,
Conservation of energy, Technology absorption and
Foreign exchange earnings & outgo was NIL, as
required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) policy is not
applicable to the Company.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Business Responsibility and Sustainability Report
(BRSR) is not applicable to the Company.

25. INDUSTRIAL RELATIONS:

Industrial relations with staff and workmen during the
year under review continued to be cordial.

26. SEXUALHARASSMENT OF WOMENATWORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT,
2013:

The Company has formulated and implemented
a policy of prevention of sexual harassment at the
workplace with mechanism of loading/redressal
complaints. During the year under review, there were
no complaints reported to the Board.

27. DISCLOSURE UNDER SECTION 197(12) OF THE
COMPANIES ACT, 2013 AND OTHER DISCLOSURES
AS PER RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:

The information required pursuant to Section 197
of the Companies Act, 2013 read with rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of
employees of the Company will be provided upon
request in terms of section 196 of the Act. The Report
is being sent to all the Shareholders of the Company
and other entitled thereto, excluding the information
particulars of which is available for inspection by the
Members at the Registered office of the Company
during business hours on working days of the Company

up to the date of the ensuing Annual General Meeting.
Members interested in obtaining a copy thereof, may
write to the Company Secretary in this regard.

28. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business of your
Company during the year under review.

29. SECRETARIAL STANDARDS:

During the year under review, the Company has
complied with the applicable provisions of the
Secretarial Standards issued by the ICSI.

30. AUDITORS:

The matters related to Auditors and their Reports are
as under:

a. STATUTORY AUDITORS

The Members of the Company at the 10th Annual
General Meeting held on August 4, 2023 approved
the appointment of M/s. D S M R & CO, Chartered
Accountants (FRN: 128085W) as the Statutory
Auditors of the Company for a period of five years
commencing from the conclusion of the 10^th AGM
until the conclusion of the 15^th AGM to be held in
2028.

No frauds have been reported by the Statutory
Auditors during the Financial Year 2024-2025
pursuant to the provisions of Section 143(12) of the
Act.

The observations made by the Statutory Auditors in
their report for the financial year ended March 31,
2025 read with the explanatory notes therein are
self-explanatory and therefore, do not call for any
further explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013.

The details relating to fees paid to the Statutory
Auditors are given in the Note. 41 of the Financial
Statements.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, the Board
of Directors have appointed M/s. K. G. Goyal &
Associates, Cost Accountants, as a Cost Auditor of
the Company for the Financial Year 2025-26 at a
remuneration of Rs. 25,000/- (Rupees Twenty Five
Thousand Only) per annum plus applicable tax,
reimbursement of travelling and other out of pocket
expenses incurred by them at actuals.

The remuneration to be paid to Cost Auditors
require ratification by the shareholders and
accordingly necessary resolution for ratification for
seeking approval of members is included in Notice
of ensuing AGM.

Cost Audit Report for the financial year ended
March 31, 2024 was filed with MCA on September
25, 2024.

c. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has
appointed GMJ & Associates, Company
Secretaries in Practice to undertake Secretarial
Audit for the financial year 2024-25.

M/s GMJ & Associates, Company Secretaries has
issued Certificate dated May 29, 2025 certifying
that none of the Directors on the Board of the
Company during the Financial year 2024-25 has
been debarred or disqualified from being appointed
or continuing as directors of the company by SEBI,
MCA or any such other Statutory authority.

Secretarial Audit Report in Form MR-3 for the
financial year ended March 31,2025 and Certificate
of Non Disqualification of Directors are annexed
herewith as Annexure A.

There are no audit qualifications, reservation or
any adverse remarks in the said Secretarial Audit
Report.

31. DISCLOSURE ABOUT THE RECEIPT OF
COMMISSION:

In terms of Section 197(14) of the Act and rules made
there under, during the year under review, no director
has received any commission from the Company thus
the said provision is not applicable to the Company.

32. DETAILS OF ESTABLISHMENT OF CODE OF
CONDUCT FOR REGULATING, MONITORING AND
REPORTING OF TRADING BY INSIDERS:

The Company has a Code of Conduct for regulating,
Monitoring and Reporting of Trading by Insiders (“PIT
Policy”) for connected persons, designated persons
and the insiders (collectively the “Insiders”) as defined
under the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (“PIT Regulations”). The Policy
provide adequate safeguard against victimization. The
Audit Committee reviews the Institutional Mechanism
for prevention of insider trading.

The aforementioned policy is available on the website
of the company at www.bpml.in

33. INSURANCE:

All the properties/assets including buildings, plant &
machinery, furniture & fixtures, and insurable interests
of the Company are adequately insured.

34. GENERAL:

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions on these items during the year under
review:

i. No unclaimed dividend amount lying with the
Company which needs to be transferred to
Investor Education and Protection Fund (IEPF).

ii. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

iii. Details in respect of frauds reported by auditors
under sub-section (12) of section 143 other
than those which are reportable to the Central
Government.

iv. The details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year.

v. 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.

35. ACKNOWLEDGMENT:

Your Directors would like to express their sincere
appreciation for the assistance and co-operation
received from the banks, government authorities,
customers, vendors, dealers, agent, Directors and
shareholders during the year under review. Your
Directors also wish to place on record their deep
sense of appreciation for the committed services by
the Company's executives, staff and workers.

For and on behalf of the Board of Directors
Anurag P. Poddar

Place: Mumbai Chairman & Managing Director

Date: 29^th May, 2025 DIN: 00599143