Your Directors are pleased to present the 41^st (FORTY ONE) ANNUAL REPORT together with the Company’s Audited
Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIAL SUMMARY:

The Company’s financial performance for the year ended 31 st March, 2025 is summarised below;

2. FINANCIAL HIGHLIGHTS AND COMPANY’S AFFAIRS:

During the year under review, the Company has achieved total revenue of Rs. 5824.32/- Lakhs as compared to Rs.
39.40/- Lakhs in the previous financial year. Further, the Company has generated a Net Profit (after tax) of Rs.
(15.58)/- Lakhs for the financial year ended March 31,2025, as compared to the loss of Rs. (2.19)/- Lakhs and in the
previous financial year 2023-2024. The Company is actively pursuing to be fully operational and pursue activities in
consonance with the objectives for which it is established and taking necessary steps to effectively implement the
same.

3. DIVIDEND:

With a view to conserve resources, your Directors do not recommend any dividend during the reporting period.

4. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to the general reserve for the financial year ended 31st
March, 2025.

5. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company.

6. SUBSIDIARIES:

I. Banganga Paper Mill

During the period under review, on 29th June 2024, the Company acquired 99,96,000 equity shares of
Banganga Paper Mills Limited by way of a contract. Pursuant to this acquisition, the Company holds
64.66% of the total equity share capital of Banganga Paper Mills Limited, thereby resulting in the
Company becoming the holding company of the said entity in accordance with the provisions of
Section 2(46) of the Companies Act, 2013.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Appointment of Shri. Rajesh Govind Pote (DIN:10287655) as a Additional Director of
the Company w.e.f. 24th May, 2024 and Resignation of Smt. Sarita Harigopal Joshi, (DIN 06781907) as a Whole
Time Director w.e.f. 24th May, 2024 and Resignation of Shri Vinod Kavassery Balan, Director (DIN 07823253) as a
Director w.e.f. 03^rd June,2024 and Appointment of Ms. Gauri Satish Chiplunkar (DIN:08386053) as an Additional
(Independent) Director of the Company w.e.f. 29th August, 2024 and Appointment of Shri. Chetan Karbhari
Dhatrak, (DIN: 10064427) as a Whole-time director of the Company w.e.f. 22^nd October,2024 and Appointment
of Shri. Karbhari Pandurang Dhatrak, (DIN: 10065729) as a Managing Director of Company w.e.f. 22^nd
October,2024 and Appointment of Smt. Jayshree Karbhari Dhatrak, (DIN 10147754) as a Non Executive Director
(Non-Executive) of the Company w.e.f. 22^nd October,2024 and Appointment of Shri Ramesh Kacharu Rakh, (DIN:
10330676) Independent Director of the Company w.e.f. 22^nd October,2024 and Shri Santosh Baburao Ugale, as a
Chief Financial Officer (CFO) of the Company w.e.f. 22^nd October,2024 and Resignation of Shri. Rajesh Govind
Pote, (DIN:10287655) as a Whole-time director of the Company w.e.f. 22^nd October,2024 and
Resignation of Shri. Vijay Singh Shekhawat, (DIN: 03447468) as an Additional Director (Non-Executive) of the
Company w.e.f. 22^nd October,2024 and Resignation of Shri. Rajesh Rameshrao Salway, (DIN 05145913) as an
Additional Director (Non-Executive) of the Company w.e.f. 22^nd October,2024 and

Resignation of Smt. Jeny Gowadia, (DIN: 03014009) as an Independent Director of the Company w.e.f. 22^nd
October,2024 and Resignation of Shri Dhiren Bontra, (DIN: 09591605) Independent Director as an Independent
Director of the Company w.e.f. 22^nd October,2024 and Resignation of Shri Jatin Gaikar , Chief Financial Officer
(CFO) as a Chief Financial Officer (CFO) of the Company w.e.f. 22^nd October,2024 Except as stated above, there
was no change in the Directorship of the Company. However, subsequent to the end of the Financial Year
following appointments, re-appointments, and resignations were made till the date of this report.

• Appointment of Shri. Rajesh Govind Pote (DIN:10287655) as a Additional Director of the Company w.e.f. 24th
May, 2024; and

• Resignation of Smt. Sarita Harigopal Joshi, (DIN 06781907) as a Whole Time Director w.e.f. 24th May, 2024; and

• Resignation of Shri Vinod Kavassery Balan, Director (DIN 07823253) as a Director w.e.f. 03^rd June,2024; and

• Appointment of Ms. Gauri Satish Chiplunkar (DIN:08386053) as an Additional (Independent) Director of the
Company w.e.f. 29th August, 2024; and

• Appointment of Shri. Chetan Karbhari Dhatrak, (DIN: 10064427) as a Whole-time director of the Company
w.e.f. 22^nd October,2024; and

• Appointment of Shri. Karbhari Pandurang Dhatrak, (DIN: 10065729) as a Managing Director of Company w.e.f.
22^nd October,2024; and

• Appointment of Smt. Jayshree Karbhari Dhatrak, (DIN 10147754) as a Non-Executive Director (Non-Executive)
of the Company w.e.f. 22^nd October,2024; and

• Appointment of Shri Ramesh Kacharu Rakh, (DIN: 10330676) Independent Director of the Company w.e.f. 22^nd
October,2024; and

• Shri Santosh Baburao Ugale, as a Chief Financial Officer (CFO) of the Company w.e.f. 22^nd October,2024; and

• Resignation of Shri. Rajesh Govind Pote, (DIN:10287655) as a Whole-time director of the Company w.e.f. 22^nd
October,2024; and

• Resignation of Shri. Vijay Singh Shekhawat, (DIN: 03447468) as an Additional Director (Non-Executive) of the
Company w.e.f. 22^nd October,2024; and

? Resignation of Shri. Rajesh Rameshrao Salway, (DIN 05145913) as an Additional Director (Non-Executive) of
the Company w.e.f. 22^nd October,2024; and

? Resignation of Smt. Jeny Gowadia, (DIN: 03014009) as an Independent Director of the Company w.e.f. 22^nd
October,2024; and

? Resignation of Shri Dhiren Bontra, (DIN: 09591605) Independent Director as an Independent Director of the
Company w.e.f. 22^nd October,2024; and

? Resignation of Shri Jatin Gaikar , Chief Financial Officer (CFO) as a Chief Financial Officer (CFO) of the
Company w.e.f. 22^nd October,2024;

The present Directors and KMPs of the Company are as follows:

? Shri. Chetan Karbhari Dhatrak, Whole-time director (DIN: 10064427);

? Shri. Karbhari Pandurang Dhatrak, Managing Director (DIN: 10065729);

? Smt. Jayshree Karbhari Dhatrak, Independent Director (Non-Executive) (DIN 10147754);

? Shri Ramesh Kacharu Rakh, Independent Director (DIN: 10330676);

? Ms. Gauri Satish Chiplunkar Additional (Independent) Director (DIN:08386053)

? Shri Santosh Baburao Ugale, Chief Financial Officer (CFO);

? Shri Jitendra Rajendra Patil, Company Secretary and Compliance Officer.

In accordance with the provisions of the Companies Act, 2013 and Rules made there under and in terms of Articles
of Association of the Company, Shri. Karbhari Pandurang Dhatrak, Managing Director (DIN: 10065729), retires at
the ensuring Annual General Meeting and being eligible offered himself for re-appointment.

8. NUMBER OF MEETINGS OF BOARD:

During the year under review, 11 (Eleven) Board meetings were held. The dates of the meetings are 29^th April,2024,
24^th May,2024, 03^rd June 2024,09^th July 2024, 24^th July, 2024, 07^th August, 2024, 29^th August, 2024, 22^nd October, 2024,
14^th November, 2024, 22^nd January, 2025, 11^th February, 2025

9. ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS:

Details of the attendance of the Directors at the Board Meetings held during the year 2023-2024:

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Board confirms that all Independent Directors of the Company have given a declaration to the Board under
Section 149(7) of the Companies Act, 2013 and Rules made thereunder that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.

11. COMMITTEES OF BOARD OF DIRECTORS:

The Board of Directors has duly constituted the Audit Committee and Nomination & Remuneration Committee in
accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder.

During the year under review, (Audit Committee) Audit Committee meetings were held. The dates of the meetings
are 25^th May,2024, 24^th July,2024, 14^th November 2024,11^th February, 2025.

During the year under review, 2 (Two) Nomination & Remuneration Committee meetings were held. The dates of
the meetings are 24th July, 2024 and 11^th February, 2025.

12. ANNUAL PERFORMANCE EVALUATION:

The Board of Directors of the Company is committed to assess its own performance as a Board in order to identify its
strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration
Committee has established the process for evaluation of performance of all the Directors and the Board including
Committees. The Company has devised a Policy for performance evaluation of all the Directors, the Board and the
Committees which includes criteria and factors for performance evaluation. The appointment / re-appointment /
continuation of Directors on the Board shall be based on the outcome of evaluation process.

13. RISK MANAGEMENT POLICY:

In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has
formulated and adopted the Risk Management Policy. The Board of Directors has delegated the authority to Audit
Committee to monitor the Risk Management Policy including (a) Overseeing and approving the Company’s
enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such
as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks
have been identified and assessed and there is an adequate risk management infrastructure in place capable of
addressing those risks. We affirm that all risks are monitored and resolved as per the process laid out in the Policy.

14. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive
attributes and Independence of Directors and recommends to the Board a Policy, relating to the remuneration for
the Directors, Key Managerial Personnel and other employees of the Company. The brief terms of the Policy framed
by the Nomination and Remuneration Committee, in pursuant to the provisions of Section 178(4) of the Companies
Act, 2013 and Rules made thereunder are as follows:

(a) The Committee shall ensure that the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate directors of the quality required to run the Company successfully;

(b) The Committee shall also ensure that the relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and

(c) The Committee shall also ensure that the remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay reflecting short- and long-term
performance objectives appropriate to the working of the Company and its goals.

The Key Objectives of the Committee are:

(a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and
Senior Management;

(b) To evaluate the performance of the members of the Board and provide necessary report to the Board for
further evaluation;

(c) To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and
Senior Management.

15. VIGIL MECHANISM:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine
concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the
Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the
Company in appropriate or exceptional cases. Details of the Vigil Mechanism Policy are made available on the
Company’s website www.inertiasteel.com

During the year, neither any whistle blower event was reported, nor any personnel has been denied access to the
Audit Committee. Your Company also ensures that the vigil mechanism established in the Company is functioning
very well.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, with respect
to Directors’ Responsibility Statement, the Directors state that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable
accounting standards have been followed along with proper explanation relating to material departures,
if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

17. AUDITORS: _

At the 40th Annual General Meeting held on 30th September, 2024, M/s. Jain Chhajed & Associates, Chartered
Accountants, Nashik, (FRN: 127911W), were appointed as the Statutory Auditors of the Company for the period of 1
year.

M/s. Grandmark & Associates, Chartered Accountants, (Firm Registration No. 0011317), has tendered their
resignation as Statutory Auditor of the Company with effect from 26th July, 2024.

Further, the Company at its Board meeting held on 7th August 2024 appointed M/s. Jain Chhajed & Associates,
Chartered Accountants, Nashik, (FRN: 127911W) as the Statutory Auditor of the Company to fill in the casual
vacancy occurred due to resignation of M/s. Grandmark & Associates, Chartered Accountants, (Firm Registration
No. 0011317), for the Financial Year 2024-25 and shall hold office till the conclusion of 41^st Annual General Meeting
to be held for the year 2024-25 of the Company, subject to approval from the members of the Company in the
ensuing Annual General Meeting of the Company (i.e. 41th Annual General Meeting).

Their consent letters / certificates to the effect that their appointments, if made, would be within the prescribed
limits under Section 141 of the Companies Act, 2013 and that they are not disqualified have been received.

18. COMMENT ON AUDITORS’ REPORT:

The Report of Auditors of the Company and the notes forming part of the financial statements are self-explanatory
and hence requires no explanation from the Board of Directors. The Auditors’ Report does not contain any
qualification or reservation or adverse remark.

19. REPORTING OF FRAUD BY STATUTORY AUDITORS:

As per the provision of Section 143(12) of the Companies Act, 2013 read with Rules made thereunder, no fraud on
or by the Company has been noticed or reported by the Statutory Auditors or Secretarial Auditor of the Company.

20. SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Ritika A & Associates, Practicing
Company Secretary, Howrah Kolkata to conduct Secretarial Audit for the financial year 2024-25. The Secretarial
Audit Report for the financial year ended 31st March, 2025 in Form MR-3 is attached as “Annexure I” and forms a
part to this Report and is self-explanatory.

21. INTERNAL FINANCIAL CONTROL AND AUDIT:

The Company has in place adequate internal financial controls with reference to financial statements. During the
year under review, such controls were operating effectively and no reportable material weakness in the design or
operations were observed.

22. MAINTENANCE OF COST RECORDS:

During the year under review, the Company does not fall within the provisions of Section 148 of Companies Act,
2013 read with Rules made thereunder, therefore, the requirement of maintenance of cost records are not
applicable.

23. CORPORATE GOVERNANCE REPORT:

Banganga Paper Industries Limited (BPIL) believes that good corporate governance is essential to achieve long
term corporate goals and to enhance shareholder value. Your Company believes in functioning in a transparent
manner and believes in proper accountability, auditing, disclosure and reporting. BPIL’s operations and accounts
are audited at two levels - Internal Audit and Statutory Audit. CSL continues to follow procedures and practices in
conformity with the Principles of Corporate Governance as enunciated in the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015. The Board has also laid down Code of Conduct for all the Board
Members and Senior Management personnel of the Company.

Since, the Paid-up Equity Share Capital of the Company is Rs. 1197.88/- Lakhs and Net Worth is of Rs. 1560.53/- Lakhs
as on Financial Year ending 31st March, 2025, therefore, the provisions relating to Corporate Governance Report
are applicable to the Company. Annexure II

24. VOTING RIGHTS OF EMPLOYEES:

During the year under review, the Company has not given loan to any employee for purchase of its own shares as
per Section 67(3)(c) of Companies Act, 2013, therefore, the disclosures as per Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014 are not applicable.

25. DISCLOSURES REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued any shares under Employee’s Stock Options Scheme pursuant to provisions of Rule
12(9) of Companies (Share Capital and Debenture Rules, 2014), therefore, the disclosures regarding issue of
employee stock options are not applicable. " "

26. DISCLOSURES REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any Sweat Equity Shares pursuant to provisions of
Section 54 of Companies Act, 2013 read with Rules made thereunder.

27. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between
the end of the financial year and at the date of this Board’s Report.

28. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):

During the year, the Company was not required to transfer any amount to Investor Education and Protection Fund
(“IEPF”) as per the requirements of the IEPF Rules.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis is attached as “Annexure II” and forms a part to this Report.

30. CREDIT RATING:

The Company was not required to obtain credit rating from any credit rating agencies. Hence this clause is not
applicable to the Company.

31. CORPORATE SOCIAL RESPONSIBILITY:

Since, the Company does not fall under the criteria provided under Section 135(1) of Companies Act, 2013 read
with Rules made thereunder, therefore, the constitution of Corporate Social Responsibility Committee and
statement on Corporate Social Responsibility as per Section 134(3)(o) of Companies Act, 2013 are not applicable to
the Company.

32. WEB LINK OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of Companies Act, 2013 and Rule 12 of the Companies (Management and Administration
Rules, 2014, the Annual Return for the F.Y. 2024-2025 is available on Company’s website at
www.bangangapapers.com.

33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided are mentioned in the
audited financial statement which forms part of this Annual Report.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has not entered into any contracts or arrangements with related
parties as referred under Section 188(1) of the Companies Act, 2013 and Rules made thereunder.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The disclosures relating to conservation of energy and technology absorption are nil. There were no foreign
exchange earnings or outgo for the year under review.

36. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees in the Company who are drawing prescribed salary
pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

37. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY:

The Company does not have any holding or subsidiary company, and therefore the provisions of Section 197(14) of
Companies Act, 2013 read with Rules made thereunder, towards payment of any commission or remuneration
from holding or subsidiary Company are not applicable.

38. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at 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 there under. The Policy aims
to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment
and for matters connected or incidental thereto, with the objective of providing a safe working environment,
where employees feel secure.

39. OTHER DISCLOSURE:

(a) The requirement to disclose the details of difference between amount of the valuation done at the time of
onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof, is not applicable;

(b) There was no application made or any proceedings pending against the Company under the Insolvency
and Bankruptcy Code, 2016 during the year under review.;

The Company has not failed to implement any corporate action during the year under review;

There was no revision of financial statements and Board’s Report of the Company during the year under
review.

40. GENERAL DISCLOSURE:

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:

(a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company’s operations in future.

(c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013 as
issued by the Institute of Company Secretaries of India (“ICSI”).

41. ACKNOWLEDGEMENT:

The Directors place on record, their appreciation and gratitude for all the co-operation extended by Government
Agencies, Securities Exchange Board of India, Stock Exchange, Bankers, Financial Institutions, Business Associates
and Members.

The Board of Directors also places on record its sincere appreciation of the commitment and hard work put in by
the management and employees of the Company.

For and on behalf of the Board of Directors
' BANGANGA PAPER INDUSTRIES LIMITED

(Formerly known as Inertia Steel Limited)

Date: 02.09.2025
Place : Nashik

CHETAN KARBHARI DHATRAK KARBHARI PANDURANG DHATRAK
DIRECTOR DIRECTOR

(DIN 10064427) (DIN 10065729)