Your Directors are pleased to present the Thirty-Ninth Annual Report of B & A Packaging India Limited (‘the Company’) together with the audited financial statements of the Company for the year ended 31^st March 2025.

FINANCIAL RESULTS

The financial performance of the Company is set out below:

STATE OF COMPANY’S AFFAIRS

Revenue from operations for the year under review was marginally higher by 1.71% over previous year. Profit before Tax was lower by 6.51% over the previous year. The Earnings per Share (EPS) for the year stood at Rs. 19.82 which was lower by Rs. 3.26 than previous year’s level.

REVIEW OF MARKET, BUSINESS AND OPERATIONS

Your Company manufactures precision paper sacks and flexible laminates in its two manufacturing divisions at Balasore, Odisha. Our offering from the sacks division cater to the packaging needs of tea,

food, agricultural and other industrial products manufacturing units. The flexible unit has been maintaining a strong business development pipeline into sectors like fresh and frozen food, beverages, dairy products, pharmaceuticals, snacks and confectioneries.

During the year under review, your company recorded marginal increase in the overall turnover. While paper sacks division recorded a reduced turnover, flexi division could achieve a higher turnover. Due to effective material management, overall percentage of consumption cost was lower. The rise in the employment cost during the year under review was

mainly due to steep rise in the rate of contractual labour announced by the local government. Although costs under certain heads had increased, due to effective cost control measures adopted by the Company, expenditure under many heads were kept under control during the year under review. The Company could maintain its profitability almost at par previous year’s level during the year under review.

SEGMENT WISE PERFORMANCE REVIEW

Focused approach on the growing flexible laminate business continued to pay good dividends. Flexible laminate business accounted for 38.77% of the total revenue for the year under review. The total revenue in the paper sack division decreased by 0.90% of the total revenue for the year under review. The overall turnover of the Company was higher by 1.71% on Y-o-Y basis. The summarised divisional results are set out below:

processes and engineering solutions into creativity and innovations which has led to our superior product offerings. This creativity and innovation have been our key focus and driving force for our competitive advantage and growth over the years.

We have initiated up a series of modernization programme in our plants at Balasore during the last couple of years like installation of new poly plant with accessories in flexi unit, new dyer unit in paper sacks division, which has led to superior product offerings. Likewise, installing the new Tuber and Bottomer machines in the paper sacks division in the last FY has started paying good dividend. Installation of these machines have resulted in significant reduction in cost and increased output.

Since your Company has been investing in new and improved technology while upgrading its existing facility with new tools to ensure best-in-class product is delivered, the new machineries and underlying technology are preferred processes due to high print quality, quick job changeovers, ease in use and higher production speed.

Your Board of Directors aims to endure to its ambitious modernization plan. Your Company is continuously strengthening its distribution channels to execute higher quantum of orders at minimum lead time delivery and adding new customers.

Finance

Focused capital allocation and steady cash flows due to effective cost control and faster realization of debtors resulted in rigid control over the finances of your Company. Strict working capital controls resulted in minimal impact on interest burden despite increase in the rate of interest in the bank borrowings. Directors are pleased to inform you that the Company continues to enjoy CRISIL BBB/Stable rating.

Information Technology

Your Company has always been adopting latest technology and staying tuned with the changes in information technology eco-system which has become our DNA and ingrained in all our actions. At B & A Packaging we use sales and service network, supply chain, human resources and finance dashboards which analyses data and provides meaningful insights data to improve efficiency. The

next important activity is ‘Cyber Security’ to ensure protection of our eco-system from unethical hackers. Cyber security is best dealt with by creating awareness and security readiness. The company has undertaken a series of mandatory cyber security program for its employees which will enhance user awareness regarding cyber security.

Key risk areas to which your company is exposed include:

^ Escalation in raw material prices

* Currency volatility

^ Global/Economic downturn/War

* Competition

^ Wage increases

* Information Security Risk SHARE CAPITAL

During the year ended 31^st March, 2025 there was no change in the issued, subscribed and paid-up share capital of the Company. The paid-up share capital as on 31^st March, 2025 stood at Rs. 4,96,05,000 divided into 49,60,500 number of Equity Shares of Rs.10/- each.

DEPOSIT

Your Company did not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013 during the year under review.

TRANSFER TO RESERVES

The Board does not propose any amount to be transferred to the reserves.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, the Company has altered and amended the objects clause of the Memorandum of Association of the Company to include the following areas of operation:

1. To carry on the business of cultivation, manufacturing and trading of teas and coffee.

2. To invest funds singly or jointly with group/other companies for acquisition and running of tea estates.

3. To establish and carry on as a going concern business of Resorts, Hotels and Restaurants, for the purpose of selling, marketing, blending and packaging of all types of teas and other beverage items.

4. To export/import paper and plastics to/from all countries as may be permitted.

DIVIDEND

The Board has recommended a final dividend of 10% i.e. Re.1 per equity share of Rs. 10 each in the Company for the financial year 2024-25. The distribution of dividend will result in payout of Rs. 49,60,500 before deducting tax at source, if approved by the Shareholders in the ensuing Annual General Meeting (‘AGM’) of the Company.

DIRECTORS

As on 31^st March 2025, the Directorate of the Company consists of nine directors, four of them are independent. The composition of the directorate is in conformity with the provisions of the Companies Act’ 2013 (the Act’) allied rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

During the year under review, Mr. Robin Aidan Farley (DIN-08217522) was appointed as Non-Executive Director (Additional Director) on the Board with effect from 24^th May 2024 and his office of Directorship was regularized by the Members of the Company in the Annual General Meeting held on 17^th August, 2024. Mr. Parthapratim Sengupta (DIN-08273324) resigned from the position of Independent Director of the Company with effect from 1^st November, 2024 along with his membership in various committees of the board. The Board records the valuable contributions made by Mr. Parthapratim Sengupta during his tenure of Independent Directorship and wishes him success in his future endeavors.

The Board in its meeting held on 5^th February 2025 appointed Mr. Arvind Parasramka (DIN-01081588) as a Non-Executive Director (Additional Director) of the Company liable to retire by rotation and Mr. Gauri Prosad Sarma (DIN-09107885) as an Independent Director (Additional Director) of the Company and their respective office of Directorship

was regularised by the Members of the Company in the Extraordinary General Meeting held on 18^th March 2025. Further, the members of the Company, as per recommendation made by the Nomination and Remuneration Committee and the Board, approved the change in designation of Mr. Anjan Ghosh (DIN-00655014) from Non-Executive Independent Director to NonExecutive Non-Independent Director of the Company liable to retire by rotation w.e.f. 6^th February, 2025.

By virtue of section 152 of the Companies Act, 2013 Mr. Dhruba Jyoti Dowerah (DIN-07432518) and Mr. Robin Aidan Farley (DIN-08217522) retires by rotation at the forthcoming Annual General Meeting (AGM) of the Company and being eligible offers themselves for reappointment.

None of the Directors on the Board as on 31^st March 2025 was debarred or disqualified from being appointed or continuing as Directors by the Ministry of Corporate Affairs, Government of India or Securities and Exchange Board of India or any such Statutory Authority of India.

A certificate in this regard from a Practicing Company Secretary is enclosed as Annexure-2 and forms part of this report.

KEY MANAGERIAL PERSONNEL

During the financial year under review, Mr. Debdip Chowdhury resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 6^th November, 2024 and Mr. Anupam Ghosh was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 8^th November, 2024. Mr. Somnath Chatterjee, Managing Director, Mr. Anupam Ghosh, Company Secretary and Mr. Goutamanshu Mukhopadhyay, Chief Financial Officer, held the position of key managerial personnel (KMP) in terms of section 203 of the Companies Act, 2013 as on 31^st March, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors had given declaration to the Company certifying their independency in terms of section 149(6) of the Act’, and the same were placed and noted by the Directors present in the meeting of the Board held on 23^rd May 2025.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

In terms of section 134(3) of the Act’ read with Listing Regulations, the Company had laid down the criteria for reviewing the performance of its Board of Directors, Committees of the Board and individual Directors. The evaluation process of Directors inter alia included attendance of the Directors at Board and Committee meetings, acquaintance with business, communicating interse board members, effective participation in meetings, domain knowledge and compliance with code of conduct, vision and strategy.

The evaluation process and criteria for evaluating the performance of the Directors are available in detail at the website of the Company at the following web-link: https://www.bampl.com/pdf/policy/ nomination-remuneration-policy.pdf.

The Board evaluated its own annual performance including that of its Committees in the meeting of the Board of Directors held on 23^rd May 2025. The Board in the same meeting evaluated performance of the individual Directors on the basis of recommendations made by the respective Committee.

MEETINGS OF THE BOARD OF DIRECTORS

The particulars of the meetings of the Board of Directors held during the financial year ended 31^st March 2025 have been furnished under para 1.4 of the Corporate Governance Report forming part of the Annual Report.

MEETING OF THE INDEPENDENT DIRECTORS

In terms of section 149 of the Act’ read with schedule IV of the said Act’, a separate meeting of the Independent Directors of the Company was held on 5^th February 2025.

COMMITTEES OF THE BOARD

The Board had constituted ‘Audit Committee’, ‘Nomination and Remuneration Committee’, ‘Stakeholders Relationship Committee’ and ‘Share Transfer Committee’ of Directors in terms of respective provisions of the Act’ and SEBI (LODR).

The constitution, terms of references and policies of these committees have been discussed in detail

in the Corporate Governance section of the Annual Report. There were no instances where the Board

did not accept the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES

The Company had formulated a comprehensive Nomination and Remuneration Policy (“NRC Policy”) that outlines the key principles for evaluating the integrity, qualifications, expertise, and experience of individuals considered for appointment as Directors, Key Managerial Personnel (KMPs), and Senior Management Personnel (SMPs). The primary objectives of the NRC Policy are:

(i) To ensure that the appointment and removal of Directors, KMPs, and SMPs are in strict compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

(ii) To establish clear criteria for evaluating the performance and determining the remuneration of Directors, KMPs, and SMPs;

(iii) To adopt industry best practices for attracting and retaining top talent; and

(iv) To promote diversity within the Board.

The Policy also provides a framework for conducting effective performance evaluations of the Board, its Committees and individual Directors, which may be carried out by the Board itself, the Nomination and Remuneration Committee, or an independent external agency, along with a mechanism to monitor implementation and compliance. It is noteworthy that there were no changes to the NRC Policy during the year under review.

The said policy is available at the website of the Company at the following web-link: https://www.bampl.com/pdf/policy/nomination-remuneration-policy.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under section 134(5) of the Act’, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. They had 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 as at 31^st March 2025 and of the profit of the Company for the financial year ended 31^st March 2025;

c. They had 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. They had prepared the annual accounts on a going concern basis;

e. They had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively.

f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

M/s. Salarpuria & Partners, Chartered Accountants (FRN-302113E) as Statutory Auditors of the Company for a period of 5 years from the conclusion of the ensuing Annual General Meeting to be held for the F.Y. 2024-25 till the conclusion of the 43^rd Annual General Meeting to be held for the F.Y. 2029-30 in place of the outgoing Auditors. The Auditors had confirmed their eligibility and that they were not disqualified from holding of office of Statutory Auditors of the Company.

The report given by the Statutory Auditors on the Financial Statements of the Company for the financial year ended 31^st March 2025 forms part of the Annual Report. There was no qualification, reservation, adverse remark or disclaimer in the report.

MAINTENANCE OF COST RECORDS AND COST AUDITORS

During the year under review the Company had maintained adequate cost accounts and records as specified under Section 148(1) of the Act’ with respect to flexible packaging business.

M/s. Mou Banerjee & Co., Cost and Management Accountants (FRN-000266) were appointed as Cost Auditors to carry out the Cost Audit of the applicable business of the Company for the financial year ended 31^st March 2025. They are eligible for reappointment.

SECRETARIAL AUDITORS

M/s T. Chatterjee & Associates, Practicing Company Secretaries (FRN-P2007WB067100) carried out the Secretarial Audit of the Company as envisaged under section 204 of the Act’ read with 24A of the Listing Regulations for the financial year 2024-25. The Secretarial Audit Report is attached with the Board Report as Annexure-3. Necessary clarification to the observations made by the Secretarial Auditors in their report has been furnished in para 5.3 of the Corporate Governance Report which forms part of the Director’s 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 has appointed M/s. T. Chatterjee & Associates, a Firm of Practicing Company Secretaries to conduct Secretarial Audit of the Company for a period of 5 years from the conclusion of the ensuing Annual General Meeting

to be held for the F.Y. 2024-25 till the conclusion of the 43^rd Annual General Meeting to be held for the F.Y. 2029-30. The Auditors had confirmed their eligibility and that they were not disqualified from holding of office of Auditors of the Company.

None of the Auditors of the Company had reported any fraud as specified under the second proviso of section 143(12) of the Act’.

COMPLANCE WITH CORPORATE GOVERNANCE NORMS

In terms of appropriate provisions of the Listing Regulations, a certificate from a Practicing Company Secretary on compliance of Corporate Governance Norms is attached with the Directors’ Report as Annexure-4 and forms part of the Annual Report.

PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

The Board had adopted a policy on related party transactions to determine the materiality of transactions with related parties and strategy for dealing with the same. The policy is in conformity with Regulation 23 of Listing Regulations and has been reviewed and renewed by the Board of Directors from time to time.

The said policy is available at the website of the Company at the following web-link: https://www.bampl.com/pdf/policy/policy-on-related-party-transactions.pdf. In terms of section 134 of the Act’ read with rule 8(2) of the Companies (Accounts) Rules, 2014 particulars of contracts/ arrangements with related parties entered into by the Company during the financial year under review in form AoC-2 is attached as Annexure - 5 and forms part of the Director’s Report.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company did not give any loan or provided any guarantee or made any investments which were covered under section 186 of the Companies Act, 2013 during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) initiatives of the Company were directed by the Board. Our people-centric initiatives are expanded through our Corporate Social Responsibility journey where we focus on child education, health care, women

empowerment, sports and community development in addition to many other programs for the communities around us.

The CSR Policy of the Company as approved by the Board of Directors is available at the website of the Company at the web-link: https://www.bampl.com/ pdf/policy/policy-on-csr.pdf.

In terms of Rule 9 of the Companies (Accounts) Rules, 2014 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Annual Report on cSr activities containing brief outline of the CSR policy, CSR initiatives undertaken and expenditure made during the year under review is attached as Annexure - 6 and forms part of the Director’s Report.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as envisaged in section 134(3) of the Act’ read with Companies (Accounts) Rules, 2014 is attached as Annexure - 7 and forms part of this report.

ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31^st March 2025 in the prescribed draft format in accordance with the Act’ is available at the website of the Company at the following web-link https://www.bampl.com/annual-return.html.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of section 177(10) of the Act’ read with Regulation 22 of the Listing Regulations, your Directors had adopted a Vigil Mechanism/Whistle Blower Policy to report and deal with genuine concern raised by a whistle blower. The said policy has been posted at the website of the Company and is available at https://www.bampl.com/pdf/policy/vigil-mechanism.pdf. Contact details of the vigilance officer is also available at the website of the Company. During the year under review, no complaint was reported under the policy.

PREVENTION OF INSIDER TRADING

The Company had adopted a Code of Conduct for Prevention of Insider Trading as amended from time

to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the shares and prohibits the purchase or sale of shares of the Company, by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there was no material changes and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 (6) of the Companies Act, 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments thereof) read with circulars and notifications issued there under, all the shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund (IEPF) within stipulated dates.

The unpaid and unclaimed dividend amount lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund (“IEPF”) after a period of 7 (seven) years.

A detailed disclosure with regard to the IEPF during the year under review forms part of the Report on Corporate Governance.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review.

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company had adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder. Internal Complaints Committee (ICC) was set up to redress and resolve complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) were covered under this Policy. During the year under review, no complaints with allegations of sexual harassment were filed.

SECRETARIAL STANDARDS

The Company had in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems were adequate and operated effectively during the year under review.

EMPLOYEE RELATIONS

One of the key strength of your company is its people. The Company employed around 156 individuals as permanent employees across its works and offices who share a passion for excellence. The key attributes that excelled their performance are knowledge base, expertise and experience. Human Resource (HR)

policies of the Company are focused on developing the potential of each employee. With this premise, a comprehensive set of HR policies are in place, aimed at attracting, retaining and motivating employees at all levels. Employee relations remained cordial throughout the year and your Directors wishes to convey their gratitude and place on record their appreciation for all executives, staff and workers at all levels for their constant hard work, solidarity, cooperation and dedication under difficult circumstances which had ensured steady growth and progress of the Company over the years.

OTHER DISCLOSURES

Your Directors state that during the year under review:

a. The Company made no 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 did not issue any equity shares with differential rights as to dividend, voting or otherwise.

APPRECIATION

Your Directors wish to place on record their sincere thanks and appreciation to all customers, suppliers, bankers, authorities, members and associates of the Company for their co-operation and support at all time.